FORTIS WORLDWIDE PORTFOLIOS INC, 485APOS, 1998-12-30

FORTIS WORLDWIDE PORTFOLIOS INC
485APOS, 1998-12-30

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<PAGE>

1933 Act Registration No. 33-39906
1940 Act Registration No. 811-6297

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
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Post-Effective Amendment No. 12
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AND/OR

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No.
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(Check appropriate box or boxes)

FORTIS WORLDWIDE PORTFOLIOS, INC.
(Exact Name of Registrant as Specified in Charter)

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

(651) 738-4000
(Registrant's Telephone Number, including Area Code)

Scott R. Plummer, Esq.
500 Bielenberg Drive
Woodbury, Minnesota 55125
(Name and Address of Agent for Service)

COPY TO:
Michael J. Radmer, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498

It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b) of Rule 485
-----
on (specify date) pursuant to paragraph (b) of Rule 485
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75 days after filing pursuant to paragraph (a) of Rule 485
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X on March 1, 1999 pursuant to paragraph (a) of Rule 485
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60 days after filing pursuant to paragraph (a) of Rule 485
-----

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<PAGE>

FORTIS WORLDWIDE PORTFOLIOS PROSPECTUS

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any statement to the contrary is a criminal offense.

Mailing address:
P.O. Box 64284
St. Paul, Minnesota 55164-0284

Street address:
500 Bielenberg Drive
Woodbury, Minnesota 55125-1400

Telephone: (651) 738-4000
Toll free: (800) 800-2000, extension 3012

[LOGO]

Dated March 1, 1999

- - Global Growth Portfolio

- - International Equity Portfolio

<PAGE>
TABLE OF CONTENTS
- -------------------------------------------------------------------

<TABLE>
<CAPTION>
PAGE
<S> <C>
The Funds
Global Growth Portfolio................................................................................ 1
International Equity Portfolio......................................................................... 4

Shareholder Information
Choosing a Share Class................................................................................. 6
Determining Your Purchase Price........................................................................ 7
How to Buy Shares...................................................................................... 9
How to Sell Shares..................................................................................... 10
Dividend and Capital Gains Distributions............................................................... 12
Tax Considerations..................................................................................... 13
Shareholder Inquiries.................................................................................. 13

Fund Management
Investment Adviser..................................................................................... 14
Portfolio Managers..................................................................................... 14

More Information on Fund Objectives, Investment Strategies and Risks
Objectives............................................................................................. 15
Investment Strategies.................................................................................. 15
Principal Risks........................................................................................ 16

Financial Highlights
Global Growth Portfolio................................................................................ 18
International Equity Portfolio......................................................................... 19
</TABLE>
<PAGE>
THE FUNDS
- -------------------------------------------------------------------

This section briefly describes the objectives, principal investment strategies
and principal risks of Global Growth Portfolio ("Global Fund") and International
Equity Portfolio ("International Fund"). It also provides you with information
about the performance of Global Fund and the expenses of each Fund. Performance
information is not presented for International Fund because the Fund has not
been in existence for a complete calendar year. For more information, please
read the section entitled "More Information on Fund Objectives, Investment
Strategies and Risks."

AN INVESTMENT IN EITHER FUND IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

GLOBAL GROWTH PORTFOLIO

OBJECTIVE

Global Fund has a primary objective of long-term capital appreciation and an
incidental objective of current income.

PRINCIPAL INVESTMENT STRATEGIES

Global Fund pursues its objectives by investing primarily in equity securities
of issuers located in various countries and regions of the world, including the
United States. Normally, the Fund invests the majority of its assets in equity
securities of established growth companies which have paid or have the ability
to pay a dividend. These companies usually are located in the United States,
Canada, the United Kingdom, other Western European nations, Japan and Australia.
The Fund focuses on established growth companies with one or more of the
following characteristics:

- a dominant market position,

- superior growth prospects,

- strong management with a focused growth strategy, and

- the ability to finance future growth.

The Fund also may invest in equity securities of U.S. and non-U.S. emerging
growth companies and in equity securities from the world's emerging markets. In
selecting emerging growth companies, the Fund's investment adviser looks for
smaller-capitalization companies that it believes:

- have the 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 Fund may use futures and options in an attempt to protect the Funds'
portfolio from movements in securities prices.

PRINCIPAL RISKS

As with any non-money market mutual fund, Global Fund's share price will change
daily because of changes in the values of the securities held by the Fund. You
may lose money if you invest in the Fund. The principal risks of investing in
Global Fund include:

- RISKS OF EQUITY SECURITIES. Prices of equity securities in the Fund's
portfolio may decline over short or extended periods of time. Price changes
may occur in the market as a whole, or they may occur in only a particular
company, industry or sector of the market. As you consider an investment in
the Fund, you should take into account your personal tolerance for daily
fluctuations of the stock market.

1
<PAGE>
United States dollar and foreign currencies. Other risks of foreign
investing include limited liquidity and volatile prices of non-U.S.
securities, limited availability of information regarding non-U.S.
companies, investment and repatriation restrictions and foreign taxation.

- RISKS OF EMERGING MARKETS. The risks of foreign investing are
particularly significant in emerging markets. Securities issued by companies
located in emerging markets may exhibit greater price volatility and have
less liquidity than securities issued by companies located in developed
foreign markets.

- RISKS OF SMALLER-CAPITALIZATION COMPANIES. The securities of both U.S.
and non-U.S. smaller-capitalization companies involve greater risk than is
customarily associated with investments in larger companies. Smaller
capitalization companies often have limited product lines, markets or
financial resources and they may be dependent on a small, inexperienced
management group. The securities of smaller-capitalization 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.

- RISKS OF FUTURES AND OPTIONS TRANSACTIONS. The Fund will engage in
futures and options transactions primarily to hedge the value of its
portfolio against potential adverse movements in securities prices. However,
the use of these transactions involves special risks and may result in
losses. For example, the Fund will suffer a loss if securities prices do not
move in the direction anticipated by the Fund's investment adviser when
entering into an options or futures contract.

- RISKS OF NON-DIVERSIFICATION. The Fund is non-diversified. This means
that it may invest a larger portion of its assets in a limited number of
companies than a diversified fund. Because a relatively high percentage of
the Fund's assets may be invested in the securities of a limited number of
issuers, the Fund may be more susceptible to any single economic, political
or regulatory occurrence than a fund which has a more diversified portfolio.

FUND PERFORMANCE

The bar chart and table below provide you with information on Global Fund's
volatility and performance. The bar chart shows you how performance of the
Fund's Class A shares has varied from year to year. The performance of other
classes of shares will differ due to differences in expenses. Sales loads are
not reflected in the bar chart; if they had been, returns would be lower. The
table, which does reflect sales loads, compares the Fund's performance over
different time periods to that of a broad measure of market performance.
Remember, how the Fund has performed in the past is not necessarily an
indication of how it will perform in the future.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
<S> <C>
1992 waiting
1993 for
1994 data
1995
1996
1997
1998
</TABLE>

<TABLE>
<S> <C> <C>
BEST QUARTER: (Quarter ending , 19 )
WORST
QUARTER: (Quarter ending , 19 )
</TABLE>

2
<PAGE>
AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/98

<TABLE>
<CAPTION>
SINCE
ONE YEAR FIVE YEARS INCEPTION*
----------- ------------- -------------
<S> <C> <C> <C>
Class A Shares.................................................................... % % %
Class B Shares**.................................................................. % N/A %
Class H Shares**.................................................................. % N/A %
Class C Shares**.................................................................. % N/A %
MSCI World Index***............................................................... % % %
</TABLE>

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

* Class A shares commenced operations on July 8, 1991. Class B, H and C
shares commenced operations on November 14, 1994.

** With CDSC. Assumes redemption on December 31, 1998.

*** The Morgan Stanley Capital International World Index is an unmanaged
index of the world's major equity markets in U.S. dollars, weighted
by stock market value.

FEES AND EXPENSES

As an investor, you pay certain fees and expenses if you buy and hold shares of
Global Fund. Shareholder fees are fees paid directly from your investment.
Annual fund operating expenses are deducted from Fund assets. The figures below
are based on expenses during the fiscal year ended October 31, 1998.

ANNUAL FUND OPERATING EXPENSES
(as a % of average net assets)
Management Fees.................. 1.00% 1.00% 1.00%
Distribution and/or Service
(12b-1) Fees.................... .25% 1.00% 1.00%
Other Expenses................... % % %
Total Annual Fund Operating
Expenses........................ % % %
</TABLE>

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* 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 "Shareholder Information."

EXAMPLE. This example is intended to help you compare the cost of investing in
the different share classes of Global Fund with the cost of investing in other
mutual funds. It assumes that you invest $10,000 in the Fund for the time
periods indicated, that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
CLASS B/H CLASS C
SHARES SHARES
ASSUMING CLASS B/H ASSUMING CLASS C
REDEMPTION SHARES REDEMPTION SHARES
CLASS A AT END OF ASSUMING NO AT END OF ASSUMING NO
SHARES EACH PERIOD REDEMPTION EACH PERIOD REDEMPTION
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
1 year............................. $ $ $ $ $
3 years............................
5 years............................
10 years...........................
</TABLE>

3
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO

OBJECTIVE

International Fund has a primary objective of long-term capital appreciation and
an incidental objective of current income.

PRINCIPAL INVESTMENT STRATEGIES

International Fund pursues its objectives by investing primarily in equity
securities which trade in markets other than the United States. The Fund focuses
on developed foreign markets, but may make investments in any country or region
of the world, including emerging markets. Although the Fund invests primarily in
non-U.S. equity securities, the Fund also may invest in U.S. based companies
with significant operations outside the United States.

The Fund invests the majority of its assets in equity securities of large,
established companies with market capitalizations of $5 billion or more.
However, the Fund is not subject to any restrictions on the size of the
companies in which it invests and it may invest in smaller capitalization
companies.

The adviser determines the countries in which to invest by analyzing factors
such as foreign currency movements, economic policies, political and
sociological issues, foreign regulations, settlement practices and global
investment flows. In selecting particular securities, the adviser considers the
merits of the company itself. The adviser may select investments because of
either their growth potential or their perceived fundamental value.

The Fund may use futures and options in an attempt to protect the Fund's
portfolio from movements in securities prices.

PRINCIPAL RISKS

As with any non-money market mutual fund, International Fund's share price will
change daily because of changes in the values of the securities held by the
Fund. You may lose money if you invest in the Fund. The principal risks of
investing in International Fund include:

- RISKS OF FOREIGN INVESTING. The Fund's investments in foreign securities
subject it to risks not typically associated with U.S. investing. Because of
these risks, the Fund may be subject to greater volatility than most mutual
funds which invest principally in domestic securities. The Fund may
experience a decline in net asset value resulting from changes in exchange
rates between the United States dollar and foreign currencies. Other risks
of foreign investing include limited liquidity and volatile prices of
non-U.S. securities, limited availability of information regarding non-U.S.
companies, investment and repatriation restrictions, and foreign taxation.

4
<PAGE>
- RISKS OF NON-DIVERSIFICATION. The Fund is non-diversified. This means
that it may invest a larger portion of its assets in a limited number of
companies than a diversified fund. Because a relatively high percentage of
the Fund's assets may be invested in the securities of a limited number of
issuers, the Fund may be more susceptible to any single economic, political
or regulatory occurrence than a fund which has a more diversified portfolio.

FUND PERFORMANCE

A bar chart is not provided for the Fund because it has not been in operation
for a complete calendar year.

FEES AND EXPENSES

As an investor, you pay certain fees and expenses if you buy and hold shares of
International Fund. Shareholder fees are fees paid directly from your
investment. Annual fund operating expenses are deducted from Fund assets. The
figures below are based on expenses during the fiscal period ended October 31,
1998.*

<TABLE>
<CAPTION>
CLASS B
CLASS A AND H CLASS C
SHARES SHARES SHARES
----------- ----------- -----------
<S> <C> <C> <C>
SHAREHOLDER FEES
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price)... 4.75% None None
Maximum Deferred Sales Charge
(Load) (as a percentage of
original purchase price or
redemption proceeds, whichever
is less)........................ --** 4.00% 1.00%
ANNUAL FUND OPERATING EXPENSES
(as a % of average net assets)
Management Fees.................. 1.00% 1.00% 1.00%
Distribution and/or Service
(12b-1) Fees.................... .25% 1.00% 1.00%
Other Expenses................... % % %
Total Annual Fund Operating
Expenses........................ % % %
</TABLE>

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

* Actual expenses for the period were lower than those shown in the table
because of voluntary expense reimbursements by Advisers. Taking these
reimbursements into account for the fiscal period ended October 31, 1998,
Management Fees were % for each share class, Other Expenses were % for each
share class and Total Fund Operating Expenses were % of average daily net
assets for Class A shares and % for Classes B, C and H shares. Expense
reimbursements may be discontinued at any time.

** A contingent deferred sales charge of 1.00% is imposed on certain redemption
of Class A shares that were purchased without an initial sales charge as part
of an investment of $1 million or more. See "Shareholder Information."

EXAMPLE. This example is intended to help you compare the cost of investing in
the different share classes of International Fund with the cost of investing in
other mutual funds. It assumes that you invest $10,000 in the Fund for the time
periods indicated, that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

5
<PAGE>
SHAREHOLDER INFORMATION
- -------------------------------------------------------------------

CHOOSING A SHARE CLASS

The Funds offer you a choice among multiple classes of shares with different
sales charges and expenses. These alternatives enable you to choose the best
method of purchasing shares, given the amount of your purchase, the length of
time you expect to hold your shares, and other factors. Here is a brief summary
of the different share classes offered by the Funds:

CLASS A SHARES

- You pay a sales charge at the time of purchase. (THIS CHARGE MAY BE
REDUCED OR WAIVED FOR CERTAIN PURCHASES.)

- There is no sales charge when you redeem your shares. (SALES IN EXCESS OF
$1 MILLION THAT WERE NOT SUBJECT TO AN INITIAL SALES CHARGE MAY BE SUBJECT
TO A CONTINGENT DEFERRED SALES CHARGE.)

- There is an annual Rule 12b-1 fee equal to .25% of a Fund's average daily
net assets.

- Because Rule 12b-1 fees are lower, Class A shares have lower expenses and
pay higher dividends than Class B, Class H or Class C shares.

CLASS B AND CLASS H SHARES

- You do not pay any sales charge at the time of purchase.

- There is a contingent deferred sales charge (CDSC) if you redeem shares
within six years of purchase. The CDSC is 4% during the first two years
after purchase, and declines thereafter to as low as 1% during the sixth
year after purchase. There is no CDSC after the sixth year.

- There is an annual Rule 12b-1 fee equal to 1.00% of a Fund's average daily
net assets.

- After eight years, shares automatically convert to Class A shares at no
charge to you, resulting in a lower Rule 12b-1 fee thereafter.

- Class B and Class H shares provide the benefit of putting your entire
investment to work immediately.

- Shares in these classes will have a higher expense ratio and pay lower
dividends than Class A shares due to the higher Rule 12b-1 fee.

- The only difference between Class B and Class H shares is the amount of
the concession paid to dealers. This difference does not affect you in any
way.

CLASS C SHARES

- You do not pay any sales charge at the time of purchase.

- There is a contingent deferred sales charge of 1.00% if you redeem shares
within one year of purchase.

- There is an annual Rule 12b-1 fee of 1.00% of a Fund's average daily net
assets.

- Shares do not convert to Class A shares. However, they are subject to a
lower contingent deferred sales charge than Class B or Class H shares and
do not have to be held for as long a time (one year vs. six years) to
avoid paying a contingent deferred sales charge.

- Class C shares provide the benefit of putting your entire investment to
work for you immediately.

- Shares in this class will have a higher expense ratio and pay lower
dividends than Class A shares due to the higher Rule 12b-1 fee.

6
<PAGE>
DECIDING WHICH CLASS TO PURCHASE

In deciding which class of shares to purchase, you should consider, among other
things:

- The length of time you expect to hold your investment.

- The amount of any sales charge (whether imposed at the time of purchase or
redemption) and Rule 12b-1 fees.

- Whether you qualify for any reduction or waiver of sales charges (E.G., if
you are exempt from the sales charge, you must invest in Class A shares).

- The various exchange privileges among the different classes of shares.

- The fact that Class B and Class H shares automatically convert to Class A
shares after eight years.

Class A shares may be a better choice if your investment qualifies for a reduced
sales charge. Class B and Class H share orders for more than $500,000 and Class
C share orders for more than $1,000,000 will be treated as orders for Class A
shares.

DETERMINING YOUR PURCHASE PRICE

NET ASSET VALUE OF FUND SHARES

Your purchase price is equal to a Fund's net asset value per share plus any
initial sales charge. The net asset value per share is determined as of the
primary closing time for business on the New York Stock Exchange (the
"Exchange") on each day the Exchange is open.

Your purchase price will be the next net asset value per share of the Fund
calculated after your purchase order is accepted by Fortis Investors
("Investors"), the Funds' underwriter. Orders generally must be received by
Investors prior to the close of the Exchange to receive that day's price. If you
purchase Fund shares through a broker-dealer other than Investors, your order
must be received by your broker-dealer prior to the close of the Exchange.
Investors will apply that day's price to the order if the broker-dealer places
the order with Investors by the end of Investors' business day.

Each Fund's net asset value per share is determined by dividing the value of the
securities and other assets owned by the Fund, less all liabilities, by the
number of the Fund's shares outstanding. The securities owned by the Fund are
generally valued at market value. However, there are times when market values
are not readily available. In these cases, securities are valued at fair value
as determined in good faith by Advisers under supervision of the Funds' Board of
Directors.

A significant portion of each Fund's assets may consist of securities of foreign
issuers that trade on weekends or other days when the Fund does not price its
shares. The net asset value of each Fund's shares may change on days when you
will not be able to purchase or redeem your shares.

PURCHASE PRICE OF CLASS A SHARES

The purchase price of Class A Fund shares is their next net asset value per
share calculated after receipt of your purchase order, plus a sales charge.
Sales charges and broker-dealer concessions, which vary with the size of your
purchase, are shown in the following table. A broker-dealer receives additional
compensation (as a percentage of the sales charge) 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 AS SALES CHARGE AS
PERCENTAGE OF PERCENTAGE OF THE NET BROKER-DEALER
AMOUNT OF SALE PURCHASE PRICE AMOUNT INVESTED CONCESSION
- --------------------------------------------------------------- ----------------- --------------------- ---------------
<S> <C> <C> <C>
Less than $100,000............................................. 4.75% 4.987% 4.00%
$100,000 but less than $250,000................................ 3.50% 3.627% 3.00%
$250,000 but less than $500,000................................ 2.50% 2.564% 2.25%
$500,000 but less than $1,000,000.............................. 2.00% 2.041% 1.75%
$1,000,000 or more*............................................ -0- -0- 1.00%
</TABLE>

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

* You will pay a contingent deferred sales charge if you redeem these shares
within two years of purchase.

In determining your sales charge above, purchases by you, your spouse, your
children under the age of 21, and purchases by any tax-qualified plan of any of
the foregoing (provided there is only one participant) will be combined. The
above schedule also applies to (1) purchases by a trustee or fiduciary of a
single trust estate or single fiduciary account, and (2) purchases by any
organized group with a tax identification number, if these purchases result in
economy of sales effort or expense. An organized group does not include clients
of an investment advisor.

7
<PAGE>
REDUCING YOUR SALES CHARGE FOR CLASS A SHARES. As shown above, larger purchases
of Class A shares have a reduced sales charge. You also may reduce your sales
charge through one of the special purchase plans listed below. For more
information on these plans, see the Statement of Additional Information or
contact your broker-dealer or sales representative. It is your obligation to
notify your broker-dealer or sales representative about your eligibility for
either of the following plans.

- RIGHT OF ACCUMULATION. The sales charge discounts apply to your current
purchase plus the net asset value of shares you already own in any Fortis
Fund which has a sales charge.

- STATEMENT OF INTENTION. The sales charge discounts apply to an initial
purchase of at least $1,000, if you intend to purchase the balance needed to
qualify within 13 months (excluding shares purchased by reinvesting
dividends or capital gains).

EXEMPTIONS FROM SALES CHARGES ON CLASS A SHARES. The Statement of Additional
Information contains a list of investors who are eligible to purchase Class A
shares without a sales charge.

CONTINGENT DEFERRED SALES CHARGES. You pay no initial sales charge on purchases
of Class A shares of $1,000,000 or more. Out of its own assets, however,
Investors pays broker-dealers a fee of up to 1.00% of the offering price of
these shares. If you redeem these shares within two years, you will pay a
contingent deferred sales charge of 1.00%. For more information, see "How to
Sell Shares--Contingent Deferred Sales Charge."

PURCHASE PRICE OF CLASS B AND CLASS H SHARES

The purchase price of Class B and Class H shares is their net asset value.
Because you pay no sales charge, the Fund receives the full amount of your
investment. However, if you redeem shares within six years of purchase, you will
pay a contingent deferred sales charge ("CDSC") at the following rates. For
additional information, see "How to Sell Shares--Contingent Deferred Sales
Charge."

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
YEAR SINCE PURCHASE SALES CHARGE
- -------------------- --------------------

<S> <C>
First............... 4.00%
Second.............. 4.00%
Third............... 3.00%
Fourth.............. 3.00%
Fifth............... 2.00%
Sixth............... 1.00%
Seventh............. None
Eighth.............. None
</TABLE>

Investors receives the CDSC, in part to defray expenses incurred in selling
Class B and Class H shares. Investors pays broker-dealers who sell Class B
shares a concession equal to 4.00% of the amount invested and an annual fee of
.25% of the average daily net assets of the Fund attributable to such shares.
Broker-dealers who sell Class H shares are paid a concession of between 5.25%
and 5.50% of the amount invested.

CONVERSION TO CLASS A SHARES. Class B and Class H shares (except for those
purchased by reinvestment of dividends and other distributions) will
automatically convert to Class A shares after eight years. When these shares
convert to Class A, a proportionate amount of Class B and H shares in your
account that were purchased through the reinvestment of dividends and other
distributions will also convert to Class A.

PURCHASE PRICE OF CLASS C SHARES

The purchase price of Class C shares is their net asset value. Because you pay
no initial sales charge, the Fund receives the full amount of your investment.
However, if you redeem your shares within one year of purchase you will pay a
CDSC of 1.00%. For additional information, see "How to Sell Shares--Contingent
Deferred Sales Charge."

Investors receives the CDSC, in part to defray expenses incurred in selling
Class C shares. Investors pays broker-dealers who sell Class C shares a
concession equal to 1.00% of the amount invested and an annual fee of 1.00% of
the amount invested that begins to accrue one year after the shares are sold.

8
<PAGE>
RULE 12b-1 FEES

Each Fund pays Investors Rule 12b-1 fees for distribution and sale of its shares
and for services provided to shareholders. These fees differ by class, as
follows:

<TABLE>
<CAPTION>
RULE 12b-1 FEE
SHARE CLASS (AS A % OF AVERAGE NET ASSETS)
- ------------------------------ --------------------------------------
<S> <C>
Class A....................... 0.25%
Class B and Class H........... 1.00%
Class C....................... 1.00%
</TABLE>

These fees are paid out of a Fund's assets on an ongoing basis. Rule 12b-1 fees
will increase the cost of your investment and over time may cost you more than
other types of sales charges.

HOW TO BUY SHARES

You may become a shareholder in either Fund with an initial investment of $500
or more. If you invest under the Systematic Investment Plan, the minimum initial
investment is $25 for the Pre-Authorized Check Plan and $50 for any other
Systematic Investment Plan (except for telephone or wire orders).

The minimum subsequent investment is $50 for investments by mail ($25 for the
Pre-Authorized Check Plan), $100 for investments by telephone through the
automated Fortis Information Line and $500 for other investments by telephone or
investments by wire.

The Funds may reject any purchase order or restrict purchases at any time.

INVESTING BY TELEPHONE

Your registered representative may make your purchase ($500 minimum) by
telephoning the number on the cover page of this Prospectus. You must promptly
send your check and the Account Application which accompanies this Prospectus so
that Investors receives it 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 invest $100 -
$10,000 by telephone through the automated Fortis Information Line.

INVESTING BY WIRE

If you have an account with a commercial bank that is a member of the Federal
Reserve System, you may purchase shares ($500 minimum) by requesting your bank
to transmit immediately available funds (Federal Funds) by wire to:

U.S. Bank National Association
ABA #091000022, credit account no: 1-702-2514-1341
Fortis Funds Purchase Account
For further credit to: (your name)
Fortis Account NBR (your account number)

Before making an initial investment by wire, your broker-dealer must telephone
Investors at the number on the cover page of this Prospectus to open your
account and obtain your account number. You must promptly send your Account
Application which accompanies this Prospectus to Investors at "CM-9614, St.
Paul, MN 55170-9614." You may make additional investments by wire at any time
even if your initial investment was by mail. Your bank should transmit Federal
Funds using the instructions above.

INVESTING BY MAIL

You should complete and sign the Account Application which accompanies this
Prospectus. Please make your check or other negotiable bank draft payable to
Fortis Funds and mail it with your Application to "CM-9614, St. Paul, MN
55170-9614."

You may make additional purchases at any time by mailing a check or other
negotiable bank draft along with your confirmation stub. Be sure to identify the
account to which any such purchase is to be credited by specifying the name(s)
of the registered owner(s) and the account number.

9
<PAGE>
SPECIAL PURCHASE PLANS

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

GIFTS OR TRANSFERS TO MINOR CHILDREN. Adults can make an irrevocable gift or
transfer of Fund shares in an account established for a minor.

SYSTEMATIC INVESTMENT PLAN. You may have $25 or more automatically withdrawn
each month from your checking account (see the Systematic Investment Plan
Authorization Agreement in the Account Application). A systematic investment
plan may lower your average cost per share through the principle of "dollar cost
averaging." Advisers may elect to send you confirmations for purchases made
under a Systematic Investment Plan quarterly, rather than following each
transaction.

EXCHANGE PRIVILEGE

You may exchange your Fund shares for the same class of shares in another Fortis
Fund. You pay no exchange fee or additional sales charge for exchanges.

If you own shares of another Fortis Fund, you may exchange those shares for Fund
shares of the same class. You pay no sales charge if the shares to be exchanged
have already been subject to a sales charge. If you own Class E shares of
another Fortis Fund, you may exchange those shares for Class A Fund shares. If
you own Fortis Money Fund Class A shares, you may exchange those shares for any
class of Fund shares. However, if the Fortis Money Fund Class A shares have
already incurred a sales charge, exchanges will be made at net asset value and
may be made only into Class A Fund shares.

You may initiate an exchange by writing to or telephoning your broker-dealer,
sales representative or the Fund. You may also use the automated Fortis
Information Line for exchanges of $100 - $100,000. You may make a telephone
exchange only if you have completed and returned the Telephone Exchange section
of the Account Application. During times of chaotic economic or market
circumstances, you may have difficulty reaching your broker-dealer, sales
representative or the Fund by telephone. A telephone exchange may be difficult
to implement at those times. (See "How to Sell Shares--By Phone").

An exchange of shares is a sale for federal income tax purposes and you may have
a taxable capital gain or loss.

Advisers has the right to change, terminate, impose charges on or restrict the
frequency of exchanges. You will receive at least 30 days notice before any such
change is made.

HOW TO SELL SHARES

You may sell your shares on any day when the New York Stock Exchange is open.
Your redemption price will be the net asset value of your shares, less any
contingent deferred sales charge.

BY MAIL

If you redeem by mail, your redemption price will be the next net asset value of
your shares which is determined after the Fund receives your written redemption
request in proper form (and a properly endorsed stock certificate if one has
been issued).

To redeem by mail, send a written request to Fortis Funds, P.O. Box 64284, St.
Paul, MN 55164.

Your request should include the following information:

- Name of Fund

- Account number

- Dollar amount or number of shares to be redeemed

- Name on the account

- Signatures of all registered account owners

If you hold certificates for your shares, you must include them with your
request. You should send certificates by certified mail. These certificates (and
any stock powers included with your redemption request) must be endorsed and
executed exactly as the Fund shares are registered.

10
<PAGE>
No signature guarantee is required if you are the registered holder and the
redemption proceeds are sent to your address on the Fund's records. A written
redemption request requires a signature guarantee if:

- The Funds do not have the signature of the registered holder on file and
the redemption proceeds are greater than $25,000.

- The redemption proceeds are paid to someone other than the registered
holder.

- The redemption proceeds are sent to an address other than the address on
the Fund's records.

You may obtain a signature guarantee from a bank, broker-dealer, credit union,
national securities exchange, registered securities association, clearing
agency, or savings association. A signature guarantee assures that a signature
is genuine and protects you from unauthorized account transfers.

BY PHONE

Your broker-dealer may place a redemption order by phone if it has a selling
agreement with Investors. The proceeds will be released after the Fund receives
appropriate written materials. If your broker-dealer receives your order prior
to the close of the Exchange and places the order with Investors by the end of
the business day, you will receive that day's price on the order. Some
broker-dealers may charge a fee to process redemptions.

You may redeem up to $25,000 by calling the Funds at (800) 800-2000, ext. 3012,
provided that:

- Your account is not a tax-qualified plan,

- Your check is sent to the address on the Fund's records, and

- You have not changed your address on the Fund's records for at least 30
days.

In addition, you may use the automated Fortis Information Line for redemptions
of $500 - $25,000 on non-tax qualified accounts.

The telephone redemption procedure is automatically available. The Funds will
employ reasonable procedures to confirm that telephone instructions are genuine.
The Funds will not be responsible for any losses that may result from acting on
telephone instructions that they reasonably believe to be genuine. The Funds'
will verify your address and social security number, tape record the telephone
call and provide written confirmation of the transaction. The security measures
for automated telephone redemptions using the Fortis Information Line involve
using a personal identification number and providing written confirmation of the
transaction.

You may have difficulty reaching your broker-dealer, sales representative or the
Funds by telephone during times of chaotic economic or market circumstances. If
you are unable to reach the Funds or their agents by telephone, written
instructions should be sent.

Advisers has the right to change, terminate or impose charges on the telephone
redemption privilege. You will receive at least 30 days notice before any such
change is made.

PAYMENT OF REDEMPTION PROCEEDS

Your redemption proceeds will be paid as soon as possible, but not later than
three business days after receipt of a proper redemption request. However, if
your shares were recently purchased with non-guaranteed funds, such as a
personal check, the mailing of your redemption check may be delayed by up to
fifteen days. If you wish to avoid this delay, you should consider the wire
purchase method described under "How to Buy Shares."

INVOLUNTARY REDEMPTIONS

Each Fund has the right to redeem accounts that fall below $500 as a result of
selling or exchanging shares. If you actively participate in the Funds'
Systematic Investment Plan your account will not be redeemed. Before redeeming
your account, the Fund will mail you a notice of its intention to redeem and
give you an opportunity to make an additional investment. If you do not make an
additional investment within 60 days from the date the notice was mailed, your
account will be redeemed.

SYSTEMATIC WITHDRAWAL PLAN

Each Fund has a Systematic Withdrawal Plan, which provides for voluntary
automatic withdrawals of at least $50 monthly, quarterly, semiannually or
annually. Deferred sales charges may apply to monthly redemptions. Confirmations
for redemptions made under the Systematic Withdrawal Plan may be sent to you
quarterly, rather than after each transaction. For further information about the
Systematic Withdrawal Plan, contact your broker-dealer or sales representative.

11
<PAGE>
REINVESTMENT PRIVILEGE

If you redeem your shares, you may reinvest the proceeds within 60 days without
payment of an additional sales charge. If the shares you redeemed were subject
to a CDSC, that charge will be credited to your account. The reinvested shares
will be subject to the same CDSC that would have applied to the original shares.
For further information, contact your broker-dealer or sales representative.

CONTINGENT DEFERRED SALES CHARGES

If you redeem shares subject to a CDSC, your CDSC will be based on the value of
the shares at the time of purchase or at the time of sale, whichever is less.
The CDSC does not apply to shares acquired by reinvesting income dividends or
capital gain distributions.

Unless instructed otherwise, the Funds will redeem shares in the following
order:

- Shares not subject to a CDSC and having a higher Rule 12b-1 fee will be
redeemed first.

- Shares not subject to a CDSC and having a lower Rule 12b-1 fee will be
redeemed next.

- Shares subject to a CDSC then will be redeemed in the order purchased.

A CDSC is not imposed:

- When a Fund exercises its right to liquidate accounts which are less than
the minimum account size.

- When shares are redeemed because of a shareholder's death or disability,
as defined in Section 72(m)(7) of the Internal Revenue Code (if
satisfactory evidence is provided to the Fund).

- With respect to Class B and H shares only, to 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.

- With respect to Class B, H, and C shares, to qualified plan benefit
distributions due to the participant's separation from service, loans or
financial hardship (excluding IRAs, SEPs, and 403(b), 457, and Fortis KEY
plans) upon a Fund's receipt from the plan's administrator or trustee of
written instructions detailing the reason for the distribution.

If you exchange shares subject to a CDSC for shares of a different Fortis Fund,
the transaction is not subject to a CDSC. However, when you redeem the shares
acquired through the exchange, you will be treated as if no exchange took place
for the purpose of determining the CDSC. In addition, a CDSC is not imposed at
the time that Fund shares subject to a CDSC are exchanged for shares of Fortis
Money Fund or at the time those Fortis Money Fund shares are re-exchanged for
shares of any Fortis Fund subject to a CDSC. In each case, however, the shares
acquired will remain subject to the CDSC that would have applied to the original
Fund shares.

DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS

Each Fund pays dividends from any net investment income and makes distributions
of any realized capital gains annually. You will receive a confirmation after
each dividend.

Dividend and capital gains distributions will be reinvested in additional Fund
shares of the same class (at net asset value). However, you may request that
dividends and/or capital gain distributions be sent to you in cash or reinvested
(at net asset value) in shares of the same class of another Fortis Fund. If
dividends and capital gains distributions are reinvested in the same Fund, the
reinvestment takes place on the dividend record date. If they are reinvested in
another Fortis Fund, processing normally takes one business day. If you elect
cash payment, a check will be mailed within three business days after the
dividend record date.

Prior to purchasing shares of a Fund, you should consider the impact of dividend
or capital gains distributions which are expected to be announced or which have
been announced but not paid. If you purchase shares shortly before the record
date for such a distribution, you will pay the full price for the shares and
then receive a portion of that price back as a taxable distribution.

12
<PAGE>
TAX CONSIDERATIONS

Some of the common tax consequences of investing in the Funds are discussed
below. Because everyone's tax situation is unique, be sure to consult your tax
adviser.

TAXES ON DISTRIBUTIONS

Each Fund will distribute substantially all of its net income and capital gains
to its shareholders. For most investors, these distributions will be taxable,
whether paid in cash or reinvested.

Distributions paid from a Fund's net investment income are taxable as ordinary
income. Distributions paid from the Fund's long-term capital gains are taxable
as long-term gains, regardless of how long you have held your shares. The Funds
expect that their distributions will consist primarily of capital gains.

The Funds may be required to pay withholding and other taxes imposed by foreign
countries. If a Fund has more than 50% of its total assets invested in
securities of foreign corporations at the end of its taxable year, it may make
an election that will permit you either to claim a foreign tax credit with
respect to foreign taxes paid by the Fund or to deduct those amounts as an
itemized deduction on your tax return. If a Fund makes this election, you will
be notified and provided with sufficient information to calculate your foreign
tax credit or the amount you may deduct as foreign taxes paid.

TAXES ON TRANSACTIONS

If you sell or exchange your Fund shares, you will have a taxable event that may
result in a capital gain or loss. The gain or loss will be considered long-term
if you have held your shares for more than one year. A gain or loss on shares
held for one year or less is considered short-term and is taxed at the same
rates as ordinary income.

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

SHAREHOLDER INQUIRIES

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

13
<PAGE>
FUND MANAGEMENT
- -------------------------------------------------------------------

INVESTMENT ADVISER

Fortis Advisers, Inc. ("Advisers") is the investment adviser for the Funds.
Advisers also serves as the Funds' transfer agent and dividend agent. Advisers
has been managing investment company portfolios since 1949. In addition to
providing investment advice, Advisers is responsible for managing each Fund's
business affairs, subject to the overall authority of the Board of Directors.
Advisers' address is that of the Funds.

Each Fund pays Advisers a monthly fee for providing investment advisory
services. During their most recent fiscal years, the Funds paid the following
investment advisory fees to Advisers:

<TABLE>
<CAPTION>
ADVISORY FEE
AS A % OF
AVERAGE DAILY NET ASSETS
-------------------------
<S> <C>
Growth Fund...................................................................... %
International Fund............................................................... %*
</TABLE>

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

* Because International Fund has not operated for a full fiscal year, the
contractual fee rate is provided in the table. Fees are paid at an annual rate
of 1% of the first $500 million of average daily net assets and .9% of average
daily net assets over $500 million.

PORTFOLIO MANAGERS

James S. Byrd and Diane M. Gotham are primarily responsible for the day-to-day
management of each Fund's portfolio. Mr. Byrd has managed the Global Fund since
its inception in 1991 and Ms. Gotham began co-managing the Fund in March 1998.
Mr. Byrd and Ms. Gotham have co-managed International Fund since its inception
in March 1998.

Mr. Byrd has been an Executive Vice President of Advisers since 1995, prior to
which he was a Vice President of Advisers and Investors. Ms. Gotham has been a
Vice President of Advisers since 1998, prior to which she was a securities
analyst for Advisers since 1994.

14
<PAGE>
MORE INFORMATION ON FUND OBJECTIVES, INVESTMENT
STRATEGIES AND RISKS
- -------------------------------------------------------------------

OBJECTIVES

The Funds' objectives, which are described above under "The Funds," may be
changed without shareholder approval.

INVESTMENT STRATEGIES

The principal investment strategies of the Funds are described above under "The
Funds" and in more detail below. These are the strategies that Advisers believes
are most likely to be important in trying to achieve the Funds' goals. Of
course, there is no guarantee that either Fund will achieve its goal. You should
be aware that each Fund may also use strategies and invest in securities that
are not described below, but that are described in the Statement of Additional
Information.

GLOBAL GROWTH PORTFOLIO

Global Fund pursues its objectives by investing primarily in equity securities
of issuers located in various countries and regions of the world, including the
United States. The Fund may invest in any kind of equity security, including
common stocks, preferred stocks, convertible securities and warrants. In
addition, the Fund may invest in securities representing underlying
international securities, such as American Depositary Receipts and Global
Depositary Receipts, and in securities of other investment companies.

The Fund normally invests in equity securities traded in at least three
countries. Issues of any one country other than the United States [and Japan]
generally will represent no more than 25% of the Fund's total assets.

If, in the judgment of Advisers, business or financial conditions warrant, the
Fund may assume a temporary defensive position and invest up to 100% of its
assets in high quality money market instruments (denominated in U.S. dollars or
foreign currencies) or hold its assets in cash. Being invested in these
securities may keep the Fund from participating in a market upswing and prevent
the Fund from achieving its investment objectives.

To generate additional income, the Fund may lend securities representing up to
30% of the value of its total assets to broker-dealers and other institutions.

INTERNATIONAL EQUITY PORTFOLIO

International Fund pursues its objectives by investing primarily in equity
securities which trade in markets other than the United States. The Fund may
invest in any kind of equity security, including common stocks, preferred
stocks, convertible securities and warrants. In addition, the Fund may invest in
securities representing underlying international securities, such as American
Depositary Receipts and Global Depositary Receipts, and in securities of other
investment companies.

Advisers determines the countries in which to invest by analyzing factors such
as foreign currency movements, economic policies, political and sociological
issues, foreign regulations, settlement practices and global investment flows
are considered. In selecting particular securities, the merits of the company
itself are considered. Advisers may select investments because of either their
growth potential or their perceived fundamental value. In seeking companies with
growth potential, Advisers attempts to identify companies whose earnings and
revenue growth potential exceed industry averages. These companies typically
have correspondingly higher than average valuation levels. In seeking
fundamental value, Advisers attempts to identify companies whose shares appear
inexpensive relative to anticipated profit and dividend growth. Often a stock is
"out of favor" and priced low relative to the company's potential earnings, cash
flow and book value.

15
<PAGE>
If, in the judgment of Advisers, business or financial conditions warrant, the
Fund may assume a temporary defensive position and invest up to 100% of its
assets in high quality money market instruments (denominated in U.S. dollars or
foreign currencies) or hold its assets in cash. Being invested in these
securities may keep the Fund from participating in a market upswing and prevent
the Fund from achieving its investment objectives.

To generate additional income, the Fund may lend securities representing up to
30% of the value of its total assets to broker-dealers and other institutions.

PORTFOLIO TURNOVER

Before investing in any mutual fund you should review its portfolio turnover
rate for an indication of the potential effect of transaction costs on the
fund's future returns. In general, the greater the volume of buying and selling
by the fund, the greater the impact that brokerage commissions and other
transaction costs will have on its return. Also, funds with high portfolio
turnover rates may be more likely than low-turnover funds to generate capital
gains that must be distributed to shareholders as taxable income. Historically,
the Funds have had relatively low portfolio turnover rates (significantly less
than 100%).

PRINCIPAL RISKS

The principal risks of investing in the Funds are summarized above under "The
Funds." More information about Fund risks is presented below. Please remember,
you may lose money if you invest in the Funds.

- MARKET RISK. All stocks are subject to price movements due to changes in
general economic conditions, changes in the level of prevailing interest
rates, changes in investor perceptions of the market, or the outlook for
overall corporate profitability.

- COMPANY RISK. Individual stocks can perform differently than the overall
market. This may be a result of specific factors such as changes in
corporate profitability due to the success or failure of specific products
or management strategies, or it may be due to changes in investor
perceptions regarding a company.

- SECTOR RISK. The stocks of companies within specific industries or
sectors of the economy can periodically perform differently than the overall
stock market. This can be due to changes in such things as the regulatory or
competitive environment or to changes in investor perceptions of a
particular industry or sector.

- RISKS OF FOREIGN INVESTING. Foreign investing involves risks not
typically associated with U.S. investing. These risks include:

CURRENCY RISK. Because the Funds invest in securities denominated in
currencies other than the U.S. dollar, and because the Funds may hold
foreign currencies, the Funds may be affected favorably or unfavorably by
changes in currency exchange rates. Changes in exchange rates will affect a
Fund's net asset value, the value of dividends and interest earned, and
gains and losses realized on the sale of securities.

INFORMATION RISK. There may be less publicly available information about
foreign securities and issuers than is available about domestic securities
and issuers. In addition, foreign companies are not subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those which apply to domestic companies.

FOREIGN SECURITIES MARKET RISK. Securities of some foreign companies are
less liquid than securities of comparable domestic companies, and their
prices may be more volatile. In addition, there may delays in the settlement
of foreign security transactions. Trading volume on foreign stock exchanges
is substantially less than that on the New York Stock Exchange. Securities
traded on foreign exchanges may be subject to further risks due to the
possibility of permanent or temporary termination of trading, and greater
spreads between bid and asked prices for securities. In addition, there is
generally less governmental supervision and regulation of foreign stock
exchanges. Stock markets in emerging markets can be more volatile during
periods of investment uncertainty than established major exchanges.

POLITICAL AND ECONOMIC RISK. International investing is subject to the risk
of political, social or economic instability in the country of the issuer of
a security, the difficulty of predicting international trade patterns, the
possibility of the imposition of exchange controls, expropriation, limits on
removal of currency or other assets and nationalization of assets.

16
<PAGE>
- RISKS OF EMERGING MARKETS. 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. Risks of investing in
securities issued by companies in emerging market countries include, among
other things, greater social, political and economic instability, lack of
liquidity and greater price volatility due to small market size and low
trading volume, certain national policies that restrict investment
opportunities and the lack of a developed judicial system.

- RISKS OF SMALLER-CAPITALIZATION COMPANIES. The securities of both U.S.
and non-U.S. smaller-capitalization companies involve greater risk than is
customarily associated with investments in larger companies.
Smaller-capitalization companies often have limited product lines, markets
or financial resources, and they may be dependent on a small, inexperienced
management group. The securities of smaller-capitalization 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 equity securities of smaller-
capitalization companies frequently have experienced greater price
volatility in the past than those of larger-capitalization companies, and
they may be expected to do so in the future.

- RISKS OF FUTURES AND OPTIONS TRANSACTIONS. Each Fund may write covered
call options on equity securities, purchase put and call options on equity
securities, and enter into stock index futures contracts and options
thereon. The Funds will engage in these transactions primarily to hedge the
values of their portfolios against potential adverse movements in securities
prices. However, the use of these transactions involves special risks and
may result in losses. The Funds will be dependent on Advisers' ability to
analyze and manage these instruments. If Advisers' judgment proves
incorrect, a Fund's performance could be worse than if it had not used such
instruments. Risks inherent in the use of these instruments include the risk
that securities prices will not move in the direction that Advisers
anticipates; imperfect correlation between the price of the futures contract
or option and movements in the prices of the securities being hedged; and
the potential inability to terminate or sell futures or options positions.

- RISKS OF SECURITIES LENDING. When a Fund loans its portfolio securities,
it will receive collateral equal to at least 100% of the value of the loaned
securities. Nevertheless, the Fund risks a delay in the recovery of the
loaned securities, or even the loss of rights in the collateral deposited by
the borrower if the borrower should fail financially.

- YEAR 2000 ISSUES. Like other mutual funds and financial and business
organizations around the world, the Funds could be adversely affected if the
computer systems used by the Funds, Advisers and other service providers and
entities with computer systems that are linked to the Funds' records do not
properly process and calculate date-related information and data from and
after January 1, 2000. The Funds and Advisers and its affiliates are taking
steps that they believe are reasonably designed to address year 2000 issues
with respect to the computer systems they use and to obtain satisfactory
assurances that comparable steps are being taken by each of the Fund's other
major service providers. However, there can be no assurance that these steps
will be sufficient to avoid any adverse impact on the Funds. In addition,
the prices of securities in which the Funds invest could be adversely
affected by year 2000 problems experienced by the issuers of those
securities.

- EURO CONVERSION. On January 1, 1999, the European Monetary Union ("EMU")
introduced a single currency, the Euro, which was adopted as the common
legal currency for participating member countries. Existing sovereign
currencies of the participating countries will remain legal tender in those
countries, as denominations of the Euro, until January 1, 2002. Countries
participating in the EMU are Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain.

Whether the Euro conversion will materially affect the Fund's performance is
uncertain. The Fund may be affected by the Euro's impact on the business or
financial condition of European issuers held by the Fund. The ongoing process
of establishing the Euro may result in market volatility. In addition, the
transition to the Euro and the elimination of currency risk among EMU
countries may change the economic environment and behavior of investors,
particularly in European markets. To the extent the Fund holds non-U.S.
dollar (Euro or other) denominated securities, it will still be exposed to
currency risk due to fluctuations in those currencies versus the U.S. dollar.

- MANAGEMENT RISK. The Funds are actively managed by professionals with
extensive money management experience and expertise. The performance of the
Funds will reflect in part the ability of Advisers to select securities
which are suited to achieving the Funds' investment objectives. Due to their
active management, the Funds could underperform other mutual funds with
similar investment objectives or the market generally.

17
<PAGE>
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------

The tables that follow present performance information about each class of
shares of the Funds. This information is intended to help you understand each
Fund's financial performance for the past five years or, if shorter, the period
of the Fund's operations. Some of this information reflects financial results
for a single Fund share. The total returns in the tables represent the rate that
you would have earned or lost on an investment in a Fund, assuming you
reinvested all of your dividends and distributions.

This information has been audited by KPMG Peat Marwick LLP, independent
auditors, whose report, along with the Funds' financial statements, is included
in the Funds' annual report, which is available upon request.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
--------------------------------------------------------------
GLOBAL GROWTH PORTFOLIO -- CLASS A 1998 1997 1996 1995 1994
- --------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year period......... $ 23.92 $ 21.28 $ 18.24 $ 14.78 $ 14.42
- ------------------------------------------------------------------------------------------------------------------
Operations:
Investment loss - net........................... (.12) (.07) (.06) (.09) (.04)
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions................................... (.62) 2.71 3.10 3.55 .40
- ------------------------------------------------------------------------------------------------------------------
Total from operations............................. (.74) 2.64 3.04 3.46 .36
- ------------------------------------------------------------------------------------------------------------------
Net asset value, end of year period............... $ 23.18 $ 23.92 $ 21.28 $ 18.24 $ 14.78
- ------------------------------------------------------------------------------------------------------------------
Total return@..................................... (3.09%) 12.41% 16.67% 23.41% 2.50%
Net assets end of year period (000s omitted)...... $110,772 $125,268 $107,607 $ 68,302 $ 55,214
Ratio of expenses to average daily net assets..... 1.42% 1.44% 1.51% 1.73% 1.72%
Ratio of net investment loss to average daily net
assets........................................... (.44%) (.29%) (.33%) (.55%) (.35%)
Portfolio turnover rate........................... 29% 30% 18% 27% 21%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
-------------------------------------------------
GLOBAL GROWTH PORTFOLIO -- CLASS B 1998 1997 1996 1995+
- --------------------------------------------------
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of year period......... $ 23.42 $ 20.98 $ 18.12 $ 14.60
- -----------------------------------------------------------------------------------------------------
Investment loss - net........................... (.26) (.27) (.24) (.09)
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions................................... (.62) 2.71 3.10 3.61
- -----------------------------------------------------------------------------------------------------
Total from operations............................. (.88) 2.44 2.86 3.52
- -----------------------------------------------------------------------------------------------------
Net asset value, end of year period............... $ 22.54 $ 23.42 $ 20.98 $ 18.12
- -----------------------------------------------------------------------------------------------------
Total return@..................................... (3.76%) 11.63% 15.78% 24.11%
Net assets end of year period (000s omitted)...... $ 11,680 $ 11,446 $ 5,735 $ 991
Ratio of expenses to average daily net assets..... 2.17% 2.19% 2.26% 2.48%*
Ratio of net investment loss to average daily net
assets........................................... (1.19%) (1.03%) (.99%) (1.42%)*
Portfolio turnover rate........................... 29% 30% 18% 27%
- -----------------------------------------------------------------------------------------------------
</TABLE>

* Annualized.
@ These are the total returns during the period, including reinvestment of all
dividend and capital gains distributions without adjustments for sales charge.
+ For the period from November 14, 1994 (commencement of operations) to October
31, 1995.

18
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
-------------------------------------------------
GLOBAL GROWTH PORTFOLIO -- CLASS C 1998 1997 1996 1995+
- --------------------------------------------------
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of year period......... $ 23.43 $ 21.00 $ 18.13 $ 14.60
- -----------------------------------------------------------------------------------------------------
Investment loss - net........................... (.26) (.28) (.23) (.09)
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions................................... (.62) 2.71 3.10 3.62
- -----------------------------------------------------------------------------------------------------
Total from operations............................. (.88) 2.43 2.87 3.53
- -----------------------------------------------------------------------------------------------------
Net asset value, end of year period............... $ 22.55 $ 23.43 $ 21.00 $ 18.13
- -----------------------------------------------------------------------------------------------------
Total return@..................................... (3.76%) 11.57% 15.83% 24.18%
Net assets end of year period (000s omitted)...... $ 5,009 $ 4,664 $ 3,087 $ 434
Ratio of expenses to average daily net assets..... 2.17% 2.19% 2.26% 2.48%*
Ratio of net investment loss to average daily net
assets........................................... (1.20%) (1.04%) (.99%) (1.55%)*
Portfolio turnover rate........................... 29% 30% 18% 27%
- -----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
-------------------------------------------------
GLOBAL GROWTH PORTFOLIO -- CLASS H 1998 1997 1996 1995+
- --------------------------------------------------
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of year period......... $ 23.42 $ 20.99 $ 18.12 $ 14.60
- -----------------------------------------------------------------------------------------------------
Investment loss - net........................... (.26) (.28) (.23) (.09)
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions................................... (.62) 2.71 3.10 3.61
- -----------------------------------------------------------------------------------------------------
Total from operations............................. (.88) 2.43 2.87 3.52
- -----------------------------------------------------------------------------------------------------
Net asset value, end of year period............... $ 22.54 $ 23.42 $ 20.99 $ 18.12
- -----------------------------------------------------------------------------------------------------
Total return@..................................... (3.76%) 11.58% 15.84% 24.11%
Net assets end of year period (000s omitted)...... $ 18,531 $ 18,690 $ 10,765 $ 2,141
Ratio of expenses to average daily net assets..... 2.17% 2.19% 2.26% 2.48%*
Ratio of net investment loss to average daily net
assets........................................... (1.19%) (1.04%) (1.02%) (1.46%)*
Portfolio turnover rate........................... 29% 30% 18% 27%
- -----------------------------------------------------------------------------------------------------
</TABLE>

* Annualized.
@ These are the fund's total returns during the period, including reinvestment
of all dividend and capital gains distributions without adjustments for sales
charge.
+ For the period from November 14, 1994 (commencement of operations) to October
31, 1995.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PERIOD ENDED OCTOBER 31, 1998
-------------------------------------------------
INTERNATIONAL EQUITY CLASS A+ CLASS B+ CLASS C+ CLASS H+
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period.............. $ 10.46 $ 10.45 $ 10.45 $ 10.45
- -----------------------------------------------------------------------------------------------------
Operations:
Investment income (loss) - net.................. .02 -- (.01) (.01)
Net realized and unrealized losses on
investments.................................... (.12) (.12) (.12) (.12)
- -----------------------------------------------------------------------------------------------------
Total from operations............................. (.10) (.12) (.13) (.13)
- -----------------------------------------------------------------------------------------------------
Distribution to shareholders:
From investment income - net....................
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period.................... $ 10.36 $ 10.33 $ 10.32 $ 10.32
- -----------------------------------------------------------------------------------------------------
Total return**.................................... (.96%) (1.15%) (1.24%) (1.24%)
Net assets end of period (000s omitted)........... $ 3,362 $ 143 $ 31 $ 267
Ratio of expenses to average daily net assets++... 1.70%* 2.45%* 2.45%* 2.45%*
Ratio of net investment income (loss) to average
daily net assets++............................... .57%* (.18%)* (.18%)* (.18%)*
Portfolio turnover rate........................... 43% 43% 43% 43%
- -----------------------------------------------------------------------------------------------------
</TABLE>

+ For the period from March 1, 1998 (commencement of operations) to October 31,
1998.
++ Advisers has voluntarily undertaken to limit annual expenses for the Fund
(exclusive of interest, taxes, brokerage commission and non-recurring
extraordinary charges and expenses) to % of average daily net assets for
Class A shares and % for Classes B, C, and H. For the period presented, had
the waiver and reimbursement of expenses not been in effect, the ratios of
expenses and net investment income to average daily net assets would have
been % and % for Class A, % and % for Class B, % and % for Class C, and
% and % for Class H, respectively.
* Annualized.
** These are the Fund's total returns during the periods, including reinvestment
of all dividend and capital gains distributions without adjustments for sales
charge.

19
<PAGE>
FORTIS-SM-
ACCOUNT APPLICATION

Complete this application to open a new Fortis
account or to add services to an existing Fortis
Mail to: account. For personal service, please call your
FORTIS MUTUAL FUNDS investment professional or Fortis customer service
CM-9614 at 1-800-800-2000, ext. 3012. Submission of an
St. Paul, MN 55170-9614 incomplete application may cause processing delays.

DO NOT USE TO OPEN A FORTIS IRA, SEP, 403(B) OR
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; also include a photocopy of the first and last page of the trust
agreement.

/ /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 (11/98)
________________________________________________________________________________
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 who are exempt from the
sales charge. 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).

The Fortis logo and Fortis-SM- are servicemarks of Fortis AMEV and Fortis AG
<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).

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.

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 FORWARD THE PAYMENT TO:

<TABLE>
<S> <C>
/ / My Bank. (Please complete Bank Information in
Section D, and choose one option below. Payment
will be sent via U.S. Mail if neither option is
checked.)

/ / Via U.S. Mail
/ / Via ACH (electronic transfer)

/ / My address of record.
</TABLE>

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 Withdrawal Date __________________

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

PLEASE FORWARD THE PAYMENT TO:

<TABLE>
<S> <C>
/ / My Bank. (Please complete Bank Information in
Section D, and choose one option below. Payment
will be sent via U.S. Mail if neither option is
checked.)

/ / Via U.S. Mail
/ / Via ACH (electronic transfer)

/ / My address of record.
</TABLE>

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)
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 FORWARD THE PAYMENT TO:

<TABLE>
<S> <C>
/ / My Bank. (Please complete Bank Information in
Section D, and choose one option below. Payment
will be sent via U.S. Mail if neither option is
checked.)

/ / Via U.S. Mail
/ / Via ACH (electronic transfer)

/ / My address of record.
</TABLE>

<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

B. STATEMENT OF INTENT

I agree to invest $_________ over a 13-month period beginning ____________ (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.

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 FINANCIAL GROUP FORTIS-SM-
Fortis Advisers, Inc. (fund management since 1949)
Fortis Investors, Inc. (principal underwriter, member NASD, SIPC)
Fortis Benefits Insurance Company & Fortis Insurance Company
P.O. Box 64284 St. Paul, MN 55164-0284 (800) 800-2000
http://www.ffg.us.fortis.com
FORTIS MUTUAL FUND
AUTOMATED CLEARING HOUSE (ACH) AUTHORIZATION AGREEMENT

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) 800-2000, extension 3012.
For investment options, complete sections 1, 2, 3. For withdrawal,
complete sections 1, 2, 4, 5.

________________________________________________________________________________
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.) Daytime phone number

________________________________________________________________________________
2 BANK/FINANCIAL INSTITUTION INFORMATION
________________________________________________________________________________

<TABLE>
<S> <C> <C>
PLAN TYPE: / / New Plan / / Bank Change

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

________________________________________________________________________________
Transit Number
________________________________________________________________________________
Bank Account Number
________________________________________________________________________________
Account Owner(s) (Please Print)
________________________________________________________________________________
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
________________________________________________________________________________
3 INVESTMENT OPTION(S)
________________________________________________________________________________

<TABLE>
<S> <C> <C>
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 THIRTY days for collected funds to be
available in your Fortis account.

A. / / Invest via FORTIS INFORMATION LINE by phone
(minimum $25, maximum $10,000)

Please allow up to four business days for deposits 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
C. / / Starting Draft Date:
D. / / Account Number:
</TABLE>

<TABLE>
<CAPTION>
Class Amount
Fund (Circle One) $25 per fund minimum
- ---------------------------------------------------------- -------------- -------------------------
<S> <C> <C>
A B C H
A B C H
A B C H
A B C H
</TABLE>

98049 (11/98)

________________________________________________________________________________
4 WITHDRAWAL OPTION(S)
________________________________________________________________________________

<TABLE>
<S> <C> <C>
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 from Fortis Fund(s) requires account
owner(s) signature(s) - see Section 5

(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

D. / / Beginning Withdrawal Date:

E. / / Account Number:
</TABLE>

________________________________________________________________________________
5 SIGNATURES
________________________________________________________________________________

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

The Fortis logo and Fortis-SM- are servicemarks of Fortis AMEV and Fortis AG

<PAGE>

[LOGO]

FORTIS FINANCIAL GROUP
P.O. Box 64284
St. Paul, Minnesota 55164-0284

Prospectus
Dated March 1, 1999

- - Global Growth Portfolio

- - International Equity Portfolio

SEC file number: 811-6297

[LOGO]

Fortis Financial Group
Fortis Advisers, Inc. (fund management since 1949)
Fortis Investors, Inc. (principal underwriter; member NASD, SIPC)
Fortis Benefits Insurance Company & Fortis Insurance Company
(issuers of FFG's insurance products)
P.O. Box 64284 - St. Paul, Minnesota 55164-0284 - (800) 800-2000
http://www.fig.us.fortis.com

98301 -C- Fortis

BULK RATE
U.S. POSTAGE
PAID
Permit No. 3794
Minneapolis, MN

More information about the Funds is available in the Funds' Statement of
Additional Information (SAI) and annual and semiannual reports.

- - Statement of Additional Information. The SAI provides more details about
the Funds and their policies. A current SAI is on file with the Securities
and Exchange Commission (SEC) and is incorporated into this Prospectus by
reference, which means that it is legally considered part of this Prospectus.

- - Annual and semiannual reports. Additional information about Funds'
investments is available in the Funds' annual and semiannual reports to
shareholders. In the Funds' annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
Funds' performance during their last fiscal year.

You can obtain a free copy of the Funds' SAI and/or free copies of the Funds'
most recent annual or semiannual reports by calling (800) 800-2000, extension
3012. The material you request will be sent by first-class mail, or other
means designed to ensure equally prompt delivery, within three business days
of receipt of request.

You can also obtain copies by visiting the SEC's public reference room in
Washington DC, or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington DC 20549-6009. For more
information, call (800) SEC-0330.

Information about the Funds is available on the Internet. Text-only versions
of the Fund documents can be viewed online or downloaded from the SEC's
Internet site at http://www.sec.gov.

The Fortis logo and Fortis-SM- are servicemarks of Fortis AMEV and Fortis AG.

<PAGE>

FORTIS WORLDWIDE PORTFOLIOS, INC.
STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 1, 1998

Fortis Global Growth Portfolio ("Global Fund") and Fortis International
Equity Portfolio ("International Fund") are sometimes referred to individually
as a "Fund" and collectively are referred to as the "Funds." This Statement of
Additional Information is NOT a prospectus, but should be read in conjunction
with the Fund's Prospectus dated March 1, 1999. 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: (651) 738-4000. Toll Free (800) 800-2000 (x3012).

No broker-dealer, sales representative, or other person has been authorized
to give any information or to make any representations other than those
contained in this Statement of Additional Information, and if given or made,
such information or representations must not be relied upon as having been
authorized by the Funds 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.

-1-
<PAGE>
TABLE OF CONTENTS

Page

Fund History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Funds . . . . . . . . . . . . . . . . . . . . . . . .
Investment Policies and Restrictions . . . . . . . . . . . . . . . . . .
Investment Practices and Risk Considerations . . . . . . . . . . . . . .
Management of the Funds. . . . . . . . . . . . . . . . . . . . . . . . .
Principal Holders of Securities. . . . . . . . . . . . . . . . . . . . .
Investment Advisory and Other Services . . . . . . . . . . . . . . . . .
Brokerage Allocation and Other Practices . . . . . . . . . . . . . . . .
Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pricing of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriter and Distribution of Shares . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Service Providers. . . . . . . . . . . . . . . . . . . . . . . . .
Limitation of Director Liability . . . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix A
Corporate Bond, Preferred Stock and Commercial Paper Ratings. . . .
Appendix B
Description of Futures, Options and Forward Contracts . . . . . . .

-2-
<PAGE>

FUND HISTORY

Global Fund and International Fund are portfolios of Fortis Worldwide
Portfolios, Inc. ("Fortis Worldwide") which was incorporated in Minnesota in
1991. Global Fund commenced operations on July 8, 1991 and International Fund
commenced operations on March 1, 1998.

DESCRIPTION OF THE FUNDS

Fortis Worldwide is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 (the "1940 Act") as an open-end
management investment company. Fortis Worldwide currently has two investment
portfolios. Each Fund operates as an open-end, non-diversified investment
company as defined under the 1940 Act. Open-end means that the Fund
generally must redeem an investor's shares upon request.

Although each Fund is classified as a nondiversified fund under the
Investment Company Act of 1940 (the "1940 Act"), the Funds are still required to
meet certain diversification requirements in order to qualify as "regulated
investment companies" for Federal income tax purposes under the Internal Revenue
Code of 1986, as amended (the "Code"). To so qualify, a Fund 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 Fund 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 Fund
controls and that are engaged in the same or similar trades or businesses.

Fortis Worldwide may establish other portfolios, each corresponding to a
distinct investment portfolio and a distinct series of its common stock.

INVESTMENT POLICIES AND RESTRICTIONS

Each Fund's investment objective and, except as otherwise noted, the
policies by which each Fund seeks to achieve its objective, may be changed
without the approval of shareholders. No changes are contemplated at this time,
but a change in investment objective or policies could result in a Fund no
longer being appropriate for an investor.

Any investment policy or restriction in the Prospectus or this Statement of
Additional Information 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

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over the percentage occurs immediately after an acquisition of securities or
utilization of assets and such excess results therefrom.

Some investment policies and restrictions are fundamental and may be
changed only by the approval of a majority of a Fund's shareholders. In this
situation, majority means the lesser of (i) 67% of the Fund's outstanding shares
present at a meeting of the holders if more than 50% of the outstanding shares
are present in person or by proxy or (ii) more than 50% of the Fund's
outstanding shares.

INVESTMENT POLICIES -- GLOBAL FUND

Global Fund's primary investment objective is long-term capital
appreciation. The Fund seeks its objectives by investing primarily in a
portfolio of global equity securities, allocated among diverse international
markets. The Fund is not required to maintain any particular geographic or
currency mix of its investments, nor is it required to maintain any particular
proportion of stocks, bonds or other securities in its portfolio. In view of
its investment objectives, however, Global Fund currently expects to invest its
assets primarily in equity securities of U.S. and non-U.S. issuers. Under normal
market conditions, the Portfolio invests approximately 55% to 65% (exclusive of
collateral in connection with securities lending) of its total assets in equity
securities established growth companies. In addition, Global Fund may invest up
to 35% to 45% of its total assets in equity securities of U.S. and non-U.S.
emerging growth companies and in emerging markets.

The Fund 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. Investment grade debt includes those
securities rated within one of the four highest ratings categories of Moody's
Investors Service, Inc. ("Moody's") (Aaa, Aa, A and Baa) or of Standard & Poor's
Ratings Services ("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. When, in the judgement of Advisers, business or
financial conditions warrant, the Fund may assume a temporary defensive position
and may invest up to 100% of its assets in debt or equity securities of U.S. and
non-U.S. issuers or in high quality money market instruments or hold its assets
in cash.

The Fund expects that a large portion of the debt investments it holds will
be government or corporate bonds rated (at the time of 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 Fund may retain a portfolio security whose rating has changed if the
security otherwise meets the Fund's

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investment objectives and investment criteria, provided that no more than 5% of
the Fund'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.

INVESTMENT RESTRICTIONS -- GLOBAL FUND

The following investment restrictions are fundamental and may be changed
only by the approval of shareholders. The Fund 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 Fund 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 Fund,
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 Fund may be deemed an underwriter under applicable laws and except that
the Fund 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 Fund, 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 Fund may also
obtain such short-term credit as it needs for the clearance of securities
transactions and may make margin deposits in connection with futures
contracts.
(7) Make short sales, except for sales "against the box." While a short
sale is made by selling a security the Fund does not own, a short sale is
"against the box" to the extent the Fund contemporaneously owns or has the
right to obtain securities identical to those sold 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

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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 Fund 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 Fund's total assets. The Fund
will not purchase securities while borrowings (including "roll"
transactions) in excess of 5% of total assets are outstanding. In the event
that the asset coverage for the Fund's borrowings falls below 300%, the
Fund will reduce, within three days (excluding Sundays and holidays), the
amount of its borrowings in order to provide for 300% asset coverage.

The following investment restrictions may be changed without
shareholder approval. The Fund will not:

(1) Invest more than 15% of its net assets in illiquid securities.
(2) Enter into any options, futures, or forward contract transactions if
immediately thereafter (a) the amount of premiums paid for all options,
initial margin deposits on all futures contracts and/or options on futures
contracts, and collateral deposited with respect to forward contracts held
by or entered into by the Fund would exceed 5% of the value of the total
assets of the Fund or (b) the Fund's assets covering, subject to, or
committed to all options, futures, and forward contracts would exceed 20%
of the value of the total assets of the Fund.

INVESTMENT POLICIES -- INTERNATIONAL FUND

International Fund's primary investment objective is long-term capital
appreciation. International Fund seeks its objectives by investing primarily in
equity securities of non-U.S. companies. International Fund may make
investments in any country or region of the world, including emerging markets.
Investing in emerging markets involves additional risks. The Fund may invest up
to 25% of its total assets in U.S. based companies with significant operations
outside the U.S.

International Fund will not be subject to any restrictions with respect to
the size of the companies in which it will invest. The Fund may invest in
small-, medium- and large-capitalization companies. While
smaller-capitalization companies generally have potential for rapid growth, they
often involve higher risks than larger companies because they lack the
management experience, financial resources, product diversification and
competitive strengths of larger companies. Advisers anticipates investing the
majority of assets of the Fund in common stocks of mid-capitalization companies
(those with market capitalizations from $1 billion to $5 billion at the time of
purchase), and large capitalization companies (those with market capitalizations
of at least $5 billion at the time of purchase).

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The Fund may invest up to 35% of its total assets in debt obligations and
short-term money market instruments. The Fund may invest up to 25% of its total
assets in debt securities rated below Baa by Moody's, below BBB by S&P, or
comparably rated by another nationally recognized rating agency, or, if unrated,
determined to be of comparable quality by Advisers. Such securities, commonly
know as "high-yield" or "junk" bonds, are subject to higher risks and greater
market fluctuations than are lower-yielding, higher-rated securities.

INVESTMENT RESTRICTIONS -- INTERNATIONAL FUND

The following investment restrictions are fundamental and may be changed
only by the approval of shareholders. The Fund will not:

(1) Invest 25% or more of the value of its total assets in the
securities of issuers conducting their principal business activities in the
same industry, provided that there is no limitation with respect to
investments in obligations issued or guaranteed by the United States
Government or its agencies and instrumentalities.
(2) Purchase or sell physical commodities (such as grains, livestock,
etc.) or futures or option contracts thereon. However, the Fund may
purchase or sell any forms of financial instruments or contracts that might
be deemed commodities.
(3) Invest in real estate, except that the Fund may invest in securities
issued by companies owning real estate or interests therein.
(4) Act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio securities,
the Fund may be deemed an underwriter under applicable laws.
(5) Make loans to other persons except that it may engage in repurchase
agreements, securities lending transactions and the acquisition of debt
securities in accordance with the Prospectus and Statement of Additional
Information.
(6) Issue senior securities, except that the Fund may purchase
securities on a when-issued and delayed delivery basis and enter into roll
transactions and other transactions which may be deemed to constitute
borrowing, within the limitations set forth in the Prospectus and Statement
of Additional Information.
(7) Borrow money except from banks for temporary or emergency purposes
not in excess of 33 1/3% of the value of the Fund's total assets.
Investment securities will not be purchased for the Fund while outstanding
bank borrowings exceed 5% of the value of the Fund's total assets.

The following investment restrictions may be changed without
shareholder approval. The Fund will not:

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to forward contracts held by or entered into by the Fund would exceed 5% of
the value of the total assets of the Fund or (b) the Fund's assets
covering, subject to, or committed to all options, futures, and forward
contracts would exceed 20% of the value of the total assets of the Fund.

INVESTMENT PRACTICES AND RISK CONSIDERATIONS

INVESTING IN FOREIGN SECURITIES

In certain countries, governmental restrictions and other limitations on
investment may affect the maximum percentage of equity ownership in any one
company by a Fund. 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 Funds.
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 Funds. It should be noted, however, that this situation could change at any
time. The Funds have 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.

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, a Fund
could lose its entire investment in any such country. Individual foreign
economies may differ favorably or unfavorably from the U.S. 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 foreign equities
purchased by the Funds 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. Foreign stock exchanges 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 Funds, therefore, are subject to greater fluctuation in value than
shares of a conservative equity fund or of a fund which invests entirely in more
established markets. The Funds may incur additional costs because of generally
higher foreign brokerage commissions and the additional custodial costs
associated with maintaining securities.

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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 Funds. As illustrations,
certain countries require governmental approval prior to investments by foreign
persons, or limit the amount of investment by foreign persons in a particular
company, or limit the investment by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national
policies of certain countries may restrict investment opportunities in issuers
or industries deemed sensitive to national interests. In addition, some
countries require governmental approval for the repatriation of investment
income, capital, or the proceeds of securities sales by foreign investors. A
Fund 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 Funds
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 Funds 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 Funds 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 each Fund 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 each
Fund'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 each Fund's holdings of securities denominated in such currency and,
therefore, will cause an overall decline in each Fund's net asset value and any
net investment income and capital gains to be distributed in U.S. dollars to
shareholders of such Fund.

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 each Fund values its assets daily in terms of U.S. dollars, the
Funds do not intend to convert their holdings of foreign currencies into U.S.
dollars on a daily basis. The Funds will do so from time to time, and investors
should be aware of the costs of currency

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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 a Fund at one rate, while
offering a lesser rate of exchange should the Fund 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 a Fund are
uninvested and no return is earned thereon. The inability of a Fund to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive opportunities. Inability to dispose of a portfolio security due
to settlement problems either could result in losses to a Fund due to subsequent
declines in value of the portfolio security or, if the Fund 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 a Fund'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. Each Fund's net investment income from foreign
issuers may be subject to non-U.S. withholding taxes, thereby reducing the
Fund's net investment income.

DEBT OBLIGATIONS

The debt obligations in which each Fund may invest include a variety of
government bonds and corporate debt obligations. Government bonds which the
Funds 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 Funds 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.

HIGH-YIELD SECURITIES

International Fund may invest up to 25% of its total assets in high-yield
securities. The prices of high-yield securities have been found to be less
sensitive to changes in prevailing interest rates than higher-rated investments,
but are likely to be more sensitive to adverse

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economic changes or individual corporate developments. During an economic
downturn or substantial period of rising interest rates, highly leveraged
issuers may experience financial stress which would adversely affect their
ability to service their principal and interest payment obligations, to meet
their projected business goals or to obtain additional financing. If the issuer
of a fixed-income security owned by International Fund were to default, the Fund
might incur additional expenses to seek recovery. The risk of loss due to
default by issuers of high-yield securities is significantly greater than that
associated with higher-rated securities because such securities generally are
unsecured and frequently are subordinated to the prior payment of senior
indebtedness. In addition, periods of economic uncertainty and change can be
expected to result in an increased volatility of market prices of high-yield
securities and a concomitant volatility in the net asset value of shares of the
Fund.

High-yield securities frequently have call or redemption features that
would permit an issuer to repurchase the security from the Fund. If a call were
exercised by the issuer during a period of declining interest rates, the Fund
likely would have to replace such called security with a lower yielding
security, thus decreasing the net investment income to the Fund and dividends to
shareholders.

The secondary market for high-yield securities is less liquid than the
markets for higher-quality securities and, as such, may have an adverse effect
on the market prices of certain securities. The limited liquidity of the market
may also adversely affect the ability of the Fund's Board of Directors to arrive
at a fair value for certain high yield securities at certain times and could
make it difficult for the Fund to sell certain securities.

There is no lower limit with respect to rating categories for securities in
which International Fund may invest. Securities rated D by S&P are in the lowest
rating class, which indicates that payments are in default or that a bankruptcy
petition has been filed with respect to the issuer. Moody's lowest rated class
of bonds is rated C. Issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing. Moody's and S&P
ratings are discussed in the Appendix.

VARIABLE AMOUNT MASTER DEMAND NOTES

As noted in the Prospectus, the Funds may invest in variable amount master
demand notes. Variable amount master demand notes allow the investment of
fluctuating amounts by a Fund at varying market rates of interest pursuant to
arrangements between the Fund 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,

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agreements relating to such notes provide that the lender shall not sell or
otherwise transfer the note without the borrower's consent. Thus, variable
amount master demand notes may under certain circumstances be deemed illiquid
assets. However, such notes will not be considered illiquid where a Fund has a
"same day withdrawal option," I.E., where it has the unconditional right to
demand and receive payment in full of the principal amount then outstanding
together with interest to the date of payment.

LENDING OF PORTFOLIO SECURITIES

Each Fund is authorized to make loans of its portfolio securities to
broker-dealers or to other institutional investors. The borrower must maintain
with the Fund's custodian collateral consisting of cash, U.S. short-term
government securities, bank letters of credit or such other collateral as may be
permitted under a Fund's investment program and by regulatory agencies and
approved by the Board of Directors of Fortis Worldwide (the "Board of
Directors") equal to at least 100% of the value of the borrowed securities, plus
any accrued interest. The Fund will receive any interest paid on the loaned
securities and a fee and/or a portion of the interest earned on the collateral.
For the purpose of realizing additional income, each Fund may make secured loans
of portfolio securities amounting to not more than 30% of its total assets.
("Total Assets" of a Fund includes the amount lent as well as the collateral
securing such loans.) 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.

While the securities loan is outstanding, the Fund 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. Each Fund has a right to call each loan and obtain the
securities on five business days' notice. A Fund 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 a Fund to be of good standing and will not
be made unless, in the judgment of the Fund, the consideration to be earned from
such loans would justify the risk.

COMMERCIAL BANK OBLIGATIONS

For the purposes of the Fund'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 Funds to investment risks that are different in some respects from those of

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investments in obligations of domestic issuers. Although the Funds 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 Funds. 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.

ZERO COUPON OBLIGATIONS

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

DEPOSITORY RECEIPTS

Each Fund may hold equity securities of foreign issuers in the form of
American Depository Receipts ("ADRs") and European Depository Receipts ("EDRs,"
which are sometimes referred to as Continental Depository Receipts or "CDRs") or
other securities convertible into securities of eligible foreign 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 U.S. securities markets and EDRs in bearer form are designed for
use in European securities markets. For purposes of each Fund's investment
policies, a Fund's investments in ADRs and EDRs will be deemed to be investments
in the equity securities of the foreign issuers into which the ADRs and EDRs may
be converted.

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INVESTMENT COMPANY SECURITIES

Each Fund may purchase shares of investment companies which invest
principally in securities in which the Funds are authorized to invest. The
purchase of investment company stock currently is one of the few mechanisms
through which the Funds may invest in securities of companies located in certain
foreign countries. A Fund's investments in shares of investment companies may
include investments in S&P 500 Depository Receipts ("SPDRS") and World Equity
Benchmark Shares ("WEBS"). SPDRS are shares of ownership of a unit investment
trust (a type of investment company) that holds all 500 stocks included in the
Standard & Poor's 500 Index. WEBS are country-specific series of securities,
where each series seeks to provide investment results that generally correspond
to the market yield performance of a specific Morgan Stanley Capital
International country index by investing in a portfolio of that country's equity
securities. Under the 1940 Act, a Fund may not invest more than 10% of its
total assets in investment companies or more than 5% of its total assets in the
securities of any one investment company, nor may it own more than 3% of the
outstanding voting securities of any such company. A Fund will incur additional
expenses due to the duplication of expenses as a result of investing in other
investment companies.

SHORT SALES AGAINST THE BOX

A Fund may sell a security to the extent the Fund contemporaneously owns or
has the right to obtain securities identical to those sold short without payment
of any additional consideration. Such a short sale is referred to as a short
sale "against the box." The aggregate market value of the underlying securities
subject to all outstanding short sales may not exceed 5% of the net assets of a
Fund.

"ROLL" TRANSACTIONS

Each Fund may engage in "roll" transactions which involve the sale of
Government National Mortgage Association ("GNMA") certificates or other
securities together with a commitment to purchase similar, but not identical,
securities at a future date (for which the Portfolio may receive a fee or
purchase the securities at a price that is lower than the then-current market
value of such securities). Each Fund will maintain in a segregated account with
a custodian cash or liquid 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
Fund securities or increases in the costs of securities to be acquired and in
order to increase the gross income of a Fund, each Fund may enter into
transactions in options on a variety of instruments and indices.

-14-
<PAGE>

OPTIONS ON SECURITIES. Each Fund may write (sell) covered call and covered
put options and purchase call and put options on securities. Where a Fund writes
an option which expires unexercised or is closed out by the Fund 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 Fund
security underlying the option, or the increased cost of Fund 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 Fund
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 Funds 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.

Each Fund 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 Fund wants to purchase at a later date. In the event
that the expected market fluctuations occur, the Fund 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 a Fund 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 Fund.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

FUTURES CONTRACTS. Each Fund may enter into interest rate futures
contracts and stock index futures contracts for hedging purposes. The Funds may
also enter into foreign currency futures contracts. (Unless otherwise
specified, interest rate futures contracts, stock index futures contracts and
foreign currency futures contracts are collectively referred to as "Futures
Contracts.")

Purchases or sales of stock index futures contracts are used to attempt to
protect a Fund'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 a Fund's current or intended investments in fixed
income or foreign securities. In the event that an anticipated decrease in the
value of Fund 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 Fund 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 Fund 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 Fund. A Fund
will incur brokerage fees when it purchases and sells Futures Contracts, and it
will be required to make and maintain margin deposits.

-15-
<PAGE>

OPTIONS ON FUTURES CONTRACTS. The Funds may purchase and write options to
buy or sell interest rate futures contracts. In addition, the Funds may
purchase and write options on stock index futures contracts, and the Funds 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 a Fund in order
to protect against declines in the values of Fund 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 respective Fund may suffer
a loss on the transaction.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The Funds 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 Funds will enter into Currency Contracts for hedging
purposes only, in a manner similar to the Funds' 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, a Fund 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 Funds may purchase and write put and
call options on foreign currencies for the purpose of protecting against
declines in the dollar value of foreign portfolio securities and against
increases in the dollar cost of foreign securities to be acquired. As in the
case of other types of options, however, the writing of an option on foreign
currency will constitute only a partial hedge, up to the amount of the premium
received, and a Fund could be required to purchase or sell foreign currencies at
disadvantageous exchange rates, thereby incurring losses. The purchase of an
option on foreign currency may constitute an effective hedge against
fluctuations in exchange rates, although, in the event of rate movements adverse
to a Fund'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

-16-
<PAGE>

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

The Funds will enter into transactions in Futures Contracts, Options on
Futures Contracts, Currency Contracts, and certain options solely for hedging
purposes. Their use involves certain risks. For example, a lack of correlation
between the index or instrument underlying an option or Futures Contract and the
assets being hedged or unexpected adverse price movements, could render a Fund's
hedging strategy unsuccessful and could result in losses. The Funds also may
enter into transactions in options on securities and indexes of securities for
other than hedging purposes, which involves greater risk. In addition, there can
be no assurance that a liquid secondary market will exist for any contract
purchased or sold, and a Fund may be required to maintain a position until
exercise or expiration, which could result in losses.

Transactions in options, Futures Contracts, Options on Futures Contracts,
and Currency Contracts may be entered into on United States exchanges regulated
by the SEC or the Commodity Futures Trading Commission, as well as in the
over-the-counter market and on foreign exchanges. In addition, the securities
underlying options and Futures Contracts traded by the Funds may include
domestic as well as foreign securities. You 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.

WHEN-ISSUED OR DELAYED DELIVERY TRANSACTIONS

The Funds 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 a Fund 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 Fund at the time of entering into the transaction. When a Fund
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. Each Fund generally has the ability to close out a purchase
obligation on or before the settlement date, rather than purchase the security.

To the extent a Fund engages in when-issued or delayed delivery
transactions, it will do so for the purpose of acquiring portfolio securities
consistent with the Fund's investment objectives and policies and not for the
purpose of investment leverage or to speculate in interest rate changes. The
Funds 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 Funds reserve the right to sell these securities before the settlement
date if deemed advisable.

-17-
<PAGE>

The purchase of securities on a when-issued or delayed delivery basis
exposes the Funds to risk because the securities may decrease in value prior to
their delivery. Purchasing securities on a when-issued or delayed delivery
basis involves the additional risk that the return available in the market when
the delivery takes place will be higher than that obtained in the transaction
itself. These risks could result in increased volatility of a Fund's net asset
value to the extent the Fund purchases securities on a when-issued or delayed
delivery basis while remaining substantially fully invested.

MONEY MARKET INVESTMENTS

Under a temporary defensive strategy, pending investment of proceeds from
new sales of Fund shares, or to meet ordinary daily cash needs, each Fund 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. Money market instruments in which the Funds 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 a Fund's investments may be made in the
United States and denominated in U.S. dollars.

RESTRICTED AND ILLIQUID SECURITIES

Each Fund may invest up to 15% of its net assets in illiquid securities,
including "restricted" securities. Global Fund is subject to the additional
restriction that it may invest no more than 10% of its total assets in
securities the disposition of which may be subject to legal or contractual
restrictions. For this purpose illiquid securities include, among others,
(i) securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restrictions on resale, (ii) options purchased
over-the-counter and the cover for options written over-the-counter, and
(iii) repurchase agreements not terminable within seven days. Commercial paper
issued pursuant to the private placement exemption of Section 4(2) of the
Securities Act of 1933 (the "1933 Act") and securities that are eligible for
resale under Rule 144A under the 1933 Act that have legal or contractual
restrictions on resale but have a readily available market are not deemed
illiquid securities for this purpose. A restricted security is one which was
originally sold in a private placement and was not registered with the
Commission under the Securities Act of 1933 (the "1933 Act") and which is not
free to be resold unless it is registered with the Commission or its sale is
exempt from registration

The staff of the Securities and Exchange Commission has taken the position
that the liquidity of securities in the portfolio of a fund offering redeemable
securities is a question of fact for a board of directors of such a fund to
determine, based upon a consideration by such board of the readily available
trading markets and a review of any contractual restrictions. The SEC staff also
acknowledges that, while such a board retains ultimate responsibility, it may
delegate this function to the fund's investment adviser. Securities that have
been determined to be liquid by

-18-
<PAGE>

the Board of Directors of Fortis Worldwide or by Advisers subject to the
oversight of such Board of Directors, will not be subject to this limitation.

The Board of Directors has adopted procedures to determine the liquidity of
certain securities, including commercial paper issued pursuant to the private
placement exemption of Section 4(2) of the 1933 Act and securities that are
eligible for resale to qualified institutional buyers pursuant to Rule 144A
under the 1933 Act. Under these procedures, factors taken into account in
determining the liquidity of a security include (a) the frequency of trades and
quotes for the security, (b) the number of dealers willing to purchase or sell
the security and the number of other potential purchasers, (c) dealer
undertakings to make a market in the security, and (d) the nature of the
security and the nature of the marketplace trades (E.G., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). Securities which may be determined to be liquid under such
procedures include commercial paper issued pursuant to the private placement
exemption of Section 4(2)of the Securities Act of 1933 (the "1933 Act") and
securities that are eligible for resale under Rule 144A under the 1933 Act that
have legal or contractual restrictions on resale but have a readily available
market.

Section 4(2) commercial paper or a Rule 144A security that when purchased
enjoyed a fair degree of marketability may subsequently become illiquid, thereby
adversely affecting the liquidity of the Funds. With respect to Rule 144A
securities, investing in such securities could have the effect of increasing the
level of Fund illiquidity to the extent that qualified institutional buyers
become, for a time, uninterested in purchasing these securities.

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

NONDIVERSIFICATION

Each Fund normally will invest in a substantial number of issuers; however,
the Funds operate as "nondiversified" mutual funds, enabling each Fund to invest
more than 5% of its assets in the securities of single issuer. Because the
Funds are permitted to invest a greater proportion of their assets in the
securities of a smaller number of issuers, each Fund may be subject to greater
investor risk with respect to its individual portfolio than an investment
company which is more broadly diversified.

-19-
<PAGE>

PORTFOLIO TURNOVER

Each Fund intends to engage in portfolio trading when it is believed that
the sale of a security owned by the Fund 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 Funds do not intend
generally to trade for short-term profits, the securities in the portfolio of a
Fund 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.

MANAGEMENT OF THE FUNDS

Under Minnesota law, the Board of Directors of Fortis Worldwide has overall
responsibility for managing it in good faith, in a manner reasonably believed to
be in the best interests of the company and with the care an ordinarily prudent
person would exercise in similar circumstances. This management may not be
delegated. The Articles of Incorporation limit the liability of directors to
the fullest extent permitted by law.

The names, addresses, principal occupations and other affiliations of
directors and executive officers of Fortis Worldwide are listed below. Unless
stated otherwise, all positions have been held at least five years. Each
director and officer also serves as a director or officer of all investment
companies managed by Advisers (the "Fund Complex"), with the exception of Mr.
Jaffray and Ms. Shadko who are not directors of Fortis Series Fund, Inc. The
Fund Complex currently consists of one closed-end and eight open-end investment
companies.

POSITION WITH
NAME AND ADDRESS AGE THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ---------------- --- -------------- -----------------------------------------
<S> <C> <C> <C>

Richard W. Cutting 67 Director Certified public accountant and financial consultant.
137 Chapin Parkway Buffalo,
New York

Allen R. Freedman* 58 Director Chairman, Chief Executive Officer and President of Fortis, Inc.; a
One Chase Manhattan Plaza Managing Director of Fortis International, N. V.
New York, New York

Dr. Robert M. Gavin 58 Director President, Cranbrook Education Community, Prior to July 1996,
380 Lone Pine Road President Macalester College, St. Paul, MN.
Bloomfield Hills, Michigan

Benjamin S. Jaffray 68 Director Chairman of the Sheffield Group, Ltd., a financial consulting group,
4040 IDS Center Minneapolis, MN.
Minneapolis, Minnesota

Jean L. King 54 Director President, Communi-King, a communications consulting firm, St. Paul,
12 Evergreen Lane MN.
St. Paul, Minnesota

-20-
<PAGE>

<CAPTION>
POSITION WITH
NAME AND ADDRESS AGE THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ---------------- --- -------------- -----------------------------------------
<S> <C> <C> <C>

Dean C. Kopperud * 46 President and Chief Executive Officer and a Director of Advisors, President and a
500 Bielenberg Drive Director Director of Investors, President of Fortis Financial Group, a
Woodbury, Minnesota Director of Fortis Benefits Insurance Company and a Senior Vice
President of Time Insurance Company.

Edward M. Mahoney 68 Director Retired; prior to December, 1994, Chairman and Chief Executive Officer
2760 Pheasant Road Excelsior, and a Director of Advisers and Investors, Senior Vice President and a
Minnesota Director of Fortis Benefits Insurance Company, and Senior Vice
President of Time Insurance Company.

Robb L. Prince 57 Director Financial and Employee Benefit Consultant; prior to July, 1995, Vice
5108 Duggan Plaza President and Treasurer, Jostens, Inc., a producer of products and
Edina, Minnesota services for the youth, education, sports award, and recognition
markets, Minneapolis, MN.

Leonard J. Santow 62 Director Principal, Griggs & Santow, Incorporated, economic and financial
75 Wall Street consultants, New York, NY.
21st Floor
New York, New York

Noel S. Shadko 44 Director Marketing Consultant; prior to May 1996, Senior Vice President of
1908 W. 49th Street Marketing & Strategic Planning, Rollerblade, Inc., Minneapolis, MN.
Minneapolis, Minnesota

Joseph M. Wikler 57 Director Investment consultant and private investor.
12520 Davan Drive
Silver Spring, Maryland

Gary N. Yalen 56 Vice President President and Chief Investment Officer of Advisers (since 1995) New
One Chase Manhattan Plaza York, NY, and Senior Vice President, Investments, Fortis, Inc.; prior
New York, New York to 1996, President and Chief Investment Officer, Fortis Asset
Management, a former division of Fortis, Inc.

Howard G. Hudson 61 Vice President Executive Vice President and Head of Fixed Income Investments of
One Chase Manhattan Plaza Advisers since 1995; prior to 1996, Senior Vice President, Fixed
New York, New York Income, Fortis Asset Management.

Lucinda S. Mezey 51 Vice President Executive Vice President and Head of Equity Investments of Advisers
One Chase Manhattan Plaza since October 1997; from 1995 to October 1997, Chief Investment
New York, New York Officer, Alex Brown Capital Advisory and Trust Co., Baltimore, MD; and
prior to 1995, Senior Vice President and Head of Equity Investments,
PNC Bank, Philadelphia, PA.

James S. Byrd 47 Vice President Executive Vice President of Advisers since 1995; prior to 1995, Vice
5500 Wayzata Boulevard President of Advisers and Investors.
Golden Valley, Minnesota

Nicholas L. M. de Peyster 32 Vice President Vice President of Advisers since 1995; prior to 1996, Vice President,
One Chase Manhattan Plaza Equities, Fortis Asset Management.
New York, New York

Diane M. Gotham 40 Vice President Vice President of Advisers since 1998; from 1994 to 1998, securities
500 Bielenberg Drive analyst for Advisers.
Woodbury, Minnesota

Laura E. Granger 37 Vice President Vice President of Advisers since 1998; from 1993 to 1998, portfolio
One Chase Manhattan Plaza manager, General Motors Investment Management, New York, NY.
New York, New York

-21-
<PAGE>

<CAPTION>
POSITION WITH
NAME AND ADDRESS AGE THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ---------------- --- -------------- -----------------------------------------
<S> <C> <C> <C>

Maroun M. Hayek 50 Vice President Vice President of Advisers since 1996; prior to August 1996, Vice
One Chase Manhattan Plaza President, Fixed Income, Fortis Asset Management.
New York, New York

Robert C. Lindberg 46 Vice President Vice President of Advisers since 1993.
One Chase Manhattan Plaza
New York, New York

Charles L. Mehlhouse 56 Vice President Vice President of Advisers since 1996; prior to March 1996, Portfolio
One Chase Manhattan Plaza Manager to Marshall & Ilsley Bank Corporation, Milwaukee, WI.
New York, New York

Kevin J. Michels 47 Vice President Vice President of Advisers since 1995. Prior to 1996, Vice President,
One Chase Manhattan Plaza Administration, Fortis Asset Management.
New York, New York

Christopher J. Pagano 35 Vice President Vice President of Advisers since 1996; prior to March 1996, Government
One Chase Manhattan Plaza Strategist for Merrill Lynch, New York, N.Y.
New York, New York

Stephen M. Rickert 55 Vice President Vice President of Advisers since 1995; from 1994 to 1996, Corporate
One Chase Manhattan Plaza Bond Analyst, Fortis Asset Management.
New York, New York

Michael J. Romanowski 47 Vice President Vice President of Advisers since 1998; from October 1995 to March
One Chase Manhattan Plaza 1998, Portfolio Manager, Value Line, New York, NY; prior to October
New York, New York 1995, securities analyst, Conning & Co., Hartford, CT.

Ho Wang 51 Vice President Vice President of Advisers since 1998; from 1995 to 1998, senior
One Chase Manhattan Plaza securities analyst, Lord, Abbett & Co., New York, NY; prior to 1995,
New York, New York portfolio manager, New York Life, New York, NY.

Christopher J. Woods 38 Vice President Vice President of Advisers since 1995; prior to 1996, Vice President,
One Chase Manhattan Plaza Fixed Income, Fortis Asset Management.
New York, New York

Robert W. Beltz, Jr. 49 Vice President Vice President - Securities Operations of Advisers and Investors.
500 Bielenberg Drive
Woodbury, Minnesota

Peggy E. Ettestad 41 Vice President Senior Vice President, Operations of Advisers; prior to March 1997,
500 Bielenberg Drive Vice President G.E. Capital Fleet Services, Minneapolis, MN.
Woodbury, Minnesota

Tamara L. Fagely 40 Vice President Vice President of Advisers and Investors since 1998; prior thereto,
500 Bielenberg Drive and Treasurer Second Vice President of Advisers and Investors.
Woodbury, Minnesota

Dickson Lewis 49 Vice President Senior Vice President, Marketing and Sales of Advisers; from 1993 to
500 Bielenberg Drive July 1997, President and Chief Executive Officer Hedstrom/Blessing,
Woodbury, Minnesota Inc., a marketing communications company, Minneapolis, MN.

David A. Peterson 56 Vice President Vice President and Assistant General Counsel, Fortis Benefits
500 Bielenberg Drive Insurance Company.
Woodbury, Minnesota

-22-
<PAGE>

<CAPTION>
POSITION WITH
NAME AND ADDRESS AGE THE FUNDS PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS
- ---------------- --- -------------- -----------------------------------------
<S> <C> <C> <C>

Scott R. Plummer 39 Vice President Vice President since 1998, Associate General Counsel since 1998 and
500 Bielenberg Drive Assistant Secretary of Advisers; prior thereto, Second Vice President
Woodbury, Minnesota and Corporate Counsel of Advisers.

Rhonda J. Schwartz 40 Vice President Senior Vice President and General Counsel of Advisers; Senior Vice
500 Bielenberg Drive President and General Counsel, Life and Investment Products, Fortis
Woodbury, Minnesota Benefits Insurance Company and Vice President and General Counsel,
Life and Investment Products, Time Insurance Company; from 1993 to
January 1996, Vice President, General Counsel, Fortis, Inc.

Melinda S. Urion 45 Vice President Since December 1997, Senior Vice President and Chief Financial Officer
500 Bielenberg Drive of Advisers. Prior to December 1997, Senior Vice President of Finance
Woodbury, Minnesota and Chief Financial Officer, American Express Financial Corporation;
prior to 1995, Corporate Controller, American Express Financial
Corporation.

Michael J. Radmer 53 Secretary Partner, Dorsey & Whitney LLP, the Fund's General Counsel.
220 South Sixth Street
Minneapolis, Minnesota

</TABLE>
___________________

* Mr. Kopperud is an "interested person" (as defined under the 1940 Act) of
Advisers, Fortis Income and Fortis Advantage because he holds certain positions
including serving as Chief Executive Officer and a director of Advisers. Mr.
Freedman is an "interested person" of Advisers, Fortis Advantage, Fortis Equity
and Fortis Growth because he holds certain positions including serving as
Chairman and Chief Executive Officer of Fortis, Inc., the parent company of
Advisers, and as a Managing Director of Fortis International, N.V., the parent
company of Fortis, Inc.

Each director who is not affiliated with Advisers or Investors receives a
monthly fee of $____________ per month from each Fund, $100 per meeting attended
from each Fund, and $100 per committee meeting attended from each Fund (and
reimbursement of travel expenses to attend meetings). Each such director also
receives a monthly fee, a meeting fee and a committee meeting fee from each fund
in the Fund Complex for which they are a director. The following table sets
forth the aggregate compensation received by each director from Fortis Worldwide
during the fiscal year ended October 31, 1998, as well as the total compensation
received by each director from the Fund Complex during the calendar year ended
December 31, 1998. Mr. Freedman and Mr. Kopperud, who are affiliated with
Advisers and Investors, did not receive any compensation. No executive officer
receives any compensation from the Funds. During the fiscal year ended October
31, 1998, Global Fund paid $_____________ and International Fund paid
$_____________ (from commencement of operations on March 1, 1998 to October 31,
1998) in legal fees and expenses to a law firm of which the Funds' Secretary is
a partner.

-23-
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE TOTAL
COMPENSATION FROM COMPENSATION FROM
DIRECTOR FORTIS WORLDWIDE FUND COMPLEX*
-------- ---------------- -------------
<S> <C> <C>
Richard W. Cutting $ $
Dr. Robert M. Gavin $ $
Benjamin S. Jaffray $ $
Jean L. King $ $
Edward M. Mahoney $ $
Robb L. Prince $ $
Leonard J. Santow $ $
Noel S. Shadko $ $
Joseph M. Wikler $ $
</TABLE>
___________
* The Fund Complex consists of one closed-end and eight open-end investment
companies managed by Advisers.

Directors Gavin, Jaffray, Kopperud, Mahoney, Prince and Shadko are members
of the Executive Committee of the Board of Directors. While the Executive
Committee is authorized to act in the intervals between regular board meetings
with full capacity and authority of the full Board of Directors, except as
limited by law, it is expected that the Committee will meet at least twice a
year.

Directors, officers and other persons affiliated with the Funds are
eligible to purchase shares of the Funds without a sales charge. For more
complete information about these arrangements, refer to "Purchase of Shares -
Exemptions from the Sales Charge."

PRINCIPAL HOLDERS OF SECURITIES

As of February ______, 1999, no person owned of record or, to the Fund's
knowledge, beneficially as much as 5% of the outstanding shares of any Class of
Fund shares, except as follows:

As of February ______, 1999, the directors and executive officers as a
group beneficially owned less than 1% of the outstanding shares of each class of
each Fund.

-24-
<PAGE>

INVESTMENT ADVISORY AND OTHER SERVICES

GENERAL

Fortis Advisers, Inc. ("Advisers") has been the investment adviser and
manager of each Fund since inception. Fortis Investors, Inc. ("Investors") acts
as the Funds underwriter. Each acts pursuant to written agreements periodically
approved by the directors or shareholders. The address of each is that of the
Funds. As of October 30, 1998, Advisers managed thirty-three investment company
portfolios with combined net assets of approximately $5.8 billion.

CONTROL AND MANAGEMENT OF ADVISERS AND INVESTORS

Fortis, Inc. ("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 financial services company that
provides specialty insurance and investment products to individuals, businesses,
associations and other financial services organizations in the United States.
Fortis is a part of a worldwide group of companies active in the fields of
insurance, banking and investments. Fortis is jointly owned by Fortis (NL) N.V.
of The Netherlands and Fortis (B) of Belgium.

Fortis (NL) N.V. is a diversified financial services company headquartered
in Utrecht, The Netherlands, where its insurance operations began in 1847.
Fortis (B) is a diversified financial services company headquartered in
Brussels, Belgium, where it insurance operations began in 1824. Fortis (NL)
N.V. and Fortis (B) own a group of companies active in insurance, banking and
financial services, and real estate development in The Netherlands, Belgium, the
United States, Western Europe, and the Pacific Rim.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

Advisers acts as investment adviser and manager of the Funds under an
Investment Advisory and Management Agreement (the "Agreement"). 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.

-25-
<PAGE>

The Agreement provides for an investment advisory and management fee to be
paid by each Fund calculated as set forth below:

<TABLE>
<CAPTION>
Average Net Assets Annual Investment Advisory
of Each Fund and Management Fee
------------ ------------------
<S> <C>
For the first $505 million 1.00%
For assets over $500 million 0.90%
</TABLE>

The Agreement requires each Fund 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.

Although investment decisions for each Fund 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 a Fund and another portfolio, fund, or account may have a
detrimental effect on the Fund as this may affect the price paid or received by
the Fund or the size of the position obtainable by the Fund.

Global Fund paid $979,766 for the fiscal year ended October 31, 1996,
$1,480,162 for the year ended October 31, 1997 and $ _____________ for the year
ended October 31, 1998 in advisory and management fees. International Fund
paid $ ____________ for the period from March 1, 1998 (commencement of
operations) to October 31, 1998.

EXPENSES

Advisers bears the costs of acting as the Funds' transfer agent, registrar,
and dividend agent. Under the Agreement, Advisers, as investment adviser to the
Funds, has the sole authority and responsibility to make and execute investment
decisions for the applicable Fund within the framework of such Fund's investment
policies, subject to review by the Board of Directors. Advisers also furnishes
the Funds with all required management services, facilities, equipment, and
personnel.

-26-
<PAGE>

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

PLAN OF DISTRIBUTION

Fortis Worldwide has adopted a plan pursuant to Rule 12b-1 under the 1940
Act. Rule 12b-1(b) provides that any payments made by a Fund in connection with
financing the distribution of its shares may only be made pursuant to a written
plan describing all aspects of the proposed financing of distribution, and also
requires that all agreements with any person relating to the implementation of
the plan must be in writing. In addition, Rule 12b-1(b)(1) requires that such
plan be approved by a majority of the applicable Fund's outstanding shares, and
Rule 12b-1(b)(1) requires that such plan, together with any related agreements,
be approved by a vote of the Board of Directors who are not interested persons
of the applicable Fund and have no direct or indirect interest in the operation
of the plan or in the agreements related to the plan, cast in person at a
meeting called for the purpose of voting on such plan or agreement.
Rule 12b-1(b)(3) requires that the plan or agreement provide in substance:

(i) That it shall continue in effect for a period of more than
one year from the date of its execution or adoption only so long as such
continuance is specifically approved at least annually in the manner
described in paragraph (b)(2) of Rule 12b-1;
(ii) That any person authorized to direct the disposition of
monies paid or payable by the applicable Fund pursuant to the plan or any
related agreement shall provide to the Board of Directors, and the
directors shall review, at least quarterly, a written report of the amounts
so expended and the purpose for which such expenditures were made; and
(iii) In the case of a plan, that it may be terminated at any time
by vote of a majority of the members of the Board of Directors who are not
interested persons of the applicable Fund and have no direct or indirect
financial interest in the operation of the plan, or in any agreements
related to the plan or by vote of a majority of the outstanding voting
securities of the Fund.

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

Rule 12b-1(c) provides that the Funds 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 Funds 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

-27-
<PAGE>

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 Funds and their shareholders.

Pursuant to the provisions of the Distribution Plan, each Fund pays
Investors a monthly fee at an annual rate of .25% of each Fund's average daily
net assets attributable to Class A shares and 1.00% of each Fund's average daily
net assets attributable to Class B, H and C shares. Such fees are paid in
connection with servicing of the shareholder accounts and in connection with
distribution-related services provided with respect to the Funds.

A portion of each Fund's total fee is paid as a distribution fee and will
be used by Investors to cover expenses that are primarily intended to result in,
or that are primarily attributable to, the sale of shares of a Fund
("Distribution Fees"), and the remaining portion of the fee is paid as a
shareholder servicing fee and will be used by Investors to provide compensation
for ongoing servicing and/or maintenance of shareholder accounts ("Shareholder
Servicing Fees"). For the Class A shares, the entire fee of .25% is designated
as a Distribution Fee. For the Class B, Class C and Class H shares, Investors
receives a total fee of 1.00% of the average daily net assets of each such
class, of which .75% is designated as a Distribution Fee and .25% is designated
as a Shareholder Servicing Fee.

Distribution Fees under the Plan include, but are not limited to, initial
and ongoing sales compensation (in addition to sales charges) paid to registered
representatives of Investors and to other broker-dealers; expenses incurred in
the printing of prospectuses, statements of additional information and reports
used for sales purposes; expenses of preparation and distribution of sales
literature; expenses of advertising of any type; an allocation of Investors'
overhead; and payments to and expenses of persons who provide support services
in connection with the distribution of Fund shares. Shareholder Servicing Fees
include all expenses of Investors incurred in connection with providing
administrative or accounting services to shareholders, including, but not
limited to, an allocation of Investors' overhead and payments made to persons,
including employees of Investors, who respond to inquiries of shareholders,
regarding their ownership of shares or their accounts with the Funds, or who
provide other administrative or accounting services not otherwise required to be
provided by Advisers.

Listed below are the total distribution fees paid by the Funds and how
those fees were used by Investors for the fiscal period ended October 31, 1998.

GLOBAL INTERNATIONAL
FUND FUND
-------- ----
<S> <C> <C>
Advertising $ $
Printing and Mailing of Prospectuses to
Other than Current Shareholders
Compensation to Underwriters

-28-
<PAGE>

Compensation to Dealers
Compensation to Sales Personnel
Interest, Carrying or Other Financing
Charges
Other (distribution-related compensation,
sales literature, supplies, postage,
toll-free phone)
--------- --------
TOTAL $ $
</TABLE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

Transactions on a stock exchange in equity securities will be executed
primarily through brokers that will receive a commission paid by the Funds.
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.

Advisers selects and (where applicable) negotiates commissions with the
broker-dealers who execute the transactions for the Funds. 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,
Fund 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 Funds. To the
extent Fund 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 Funds 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.

-29-
<PAGE>

Advisers has not entered into any formal or informal agreements with any
broker-dealers, nor does it maintain any "formula" which must be followed in
connection with the placement of Fund transactions of a Fund in exchange for
research services provided Advisers, except as noted below. However, Advisers
does maintain an informal list of broker-dealers, which is used from time to
time as a general guide in the placement of Fund business, in order to encourage
certain broker-dealers to provide Advisers with research services which Advisers
anticipates will be useful to it. Because the list is merely a general guide,
which is to be used only after the primary criterion for the selection of
broker-dealers (discussed above) has been met, substantial deviations from the
list are permissible and may be expected to occur. Advisers will authorize the
Funds 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 Funds pay higher
than the lowest commission rates available.

The Funds contemplate 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 a Fund 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.

-30-
<PAGE>

The Funds paid the following brokerage commissions for the periods
indicated:

<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR FISCAL PERIOD
ENDED ENDED ENDED
OCTOBER 31, 1996 OCTOBER 31, 1997 OCTOBER 31, 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
Global Fund $ 0 $ 0 $ 0
International Fund n/a n/a 0 *
</TABLE>

* Period from inception (March 1, 1998) to October 31, 1998.

The Funds will not effect any brokerage transactions in their Fund
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 applicable Fund. No commissions were
paid to any affiliate of Advisers during the fiscal years ended October 31,
1996, 1997 and 1998.

From time to time, the Funds may acquire the securities of their regular
brokers or dealers or parent companies of such brokers or dealers. During the
fiscal year ended October 31, 1998, ___________________ Fund did not acquire the
securities of any of its regular brokers or dealers or the parent of those
brokers. _____________________ Fund acquired the following securities of its
regular brokers or dealers or parent companies of such brokers or dealers during
the fiscal year ended October 31, 1998:

Value of Securities
Fund Owned at End of Period
- ---- ----------------------

Advisers has developed written trade allocation procedures for its
management of the securities trading activities of its clients. Advisers
manages multiple Funds, both public (mutual funds) and private. The purpose of
the trade allocation procedures is to treat the Funds fairly and reasonably in
situations where the amount of a security that is available is insufficient to
satisfy the volume or price requirements of each Fund that is interested in
purchasing that security.

Generally, when the amount of securities available in a public offering or
the secondary market is insufficient to satisfy the requirements for the
interested Funds, the procedures require a pro rata allocation based upon the
amounts initially requested by each Fund manager. In allocating trades made on
combined basis, Advisers seeks to achieve the average price of the securities
for each participating Fund.

-31-
<PAGE>

Because a pro rata allocation may not always adequately accommodate all
facts and circumstances, the procedures provide for exceptions to allocate
trades on a basis other than pro rata. Examples of where adjustments may be made
include: (i) the cash position of the Funds involved in the transaction; and
(ii) the relative importance of the security to a Fund in seeking to achieve its
investment objective.

CAPITAL STOCK

Each Fund's shares have a par value of $.01 per share and equal rights to
share in dividends and assets. The shares possess no preemptive or conversion
rights.

The Funds currently offer their shares in multiple classes, each with
different sales arrangements and bearing different expenses. Under the Articles
of Incorporation, the Board of Directors is authorized to create new Funds or
classes without the approval of the shareholders of the Fortis Worldwide. Each
share will have a pro rata interest in the assets of the Fund to which the
shares of that series relates, and will have no interest in the assets of any
other Fund. In the event of liquidation, each share of a Fund would have the
same rights to dividends and assets as every other share of that Fund, 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. The Board of Directors is also authorized to
create new classes without shareholder approval.

The Funds are 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 may demand a
regular meeting of shareholders by written notice of demand given to the chief
executive officer or the chief financial officer. Within ninety days after
receipt of the demand, a regular meeting of shareholders must be held at the
Funds' expense. Additionally, the 1940 Act requires shareholder votes for all
amendments to fundamental investment policies and restrictions and for all
investment advisory contracts and amendments thereto.

Cumulative voting is not authorized. This means that the holders of more
than 50% of the shares voting for the election of directors can elect 100% of
the directors if they choose to do so, and in such event the holders of the
remaining shares will be unable to elect any directors.

-32-
<PAGE>

PRICING OF SHARES

GLOBAL FUND

On October 31, 1998, the Fund's net asset values per share were calculated
as follows:

CLASS A
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

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

$ = Public Offering Price per Share ($ )
-------
0.9525

CLASS B
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

CLASS C
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

CLASS H
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

INTERNATIONAL FUND

On October 31, 1998, the Fund's net asset values per share were calculated
as follows:

CLASS A
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

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

$ = Public Offering Price per Share ($ )
-------
0.9525

CLASS B
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

CLASS C
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

-33-
<PAGE>

CLASS H
Net Assets ($ ) = Net Asset Value per Share ($ )
---------------------------
Shares Outstanding ( )

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 applicable
Fund after the beginning of each day the Exchange is open for trading is based
on net asset value determined as of the primary closing time for business on the
Exchange that day; the price in effect for orders received after such close is
based on the net asset value as of such close of the Exchange on the next day
the Exchange is open for trading.

Generally, the net asset value of each Fund's shares is determined on each
day on which the Exchange is open for business. The Exchange is not open for
business on the following holidays (or on the nearest Monday or Friday if the
holiday falls on a weekend): New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Additionally, the net asset value of a
Fund's shares need not be determined (i) on days on which changes in the value
of the Fund securities of the Fund will not materially affect the current net
asset value of the Fund's shares or (ii) on days during which no shares of the
Fund are tendered for redemption and no orders to purchase or sell the Fund's
shares are received by a Fund.

PURCHASE OF SHARES

EXEMPTIONS FROM SALES CHARGE

The following purchases of Class A shares are exempt from the sales charge:

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

-34-
<PAGE>

- Pension, profit-sharing, and other retirement plans of directors,
officers, employees, representatives, and other relatives and
affiliates (as set forth in the preceding three paragraphs) of the
Fund, Fortis, Inc., and broker-dealers (and certain affiliated
companies) having a sales agreement with Investors and purchases with
the proceeds from such plans upon the retirement or employment
termination of such persons;
- Registered investment companies;
- Shareholders of unrelated mutual funds with front-end and/or deferred
sales loads, to the extent that the purchase price of such Fund shares
is funded by the proceeds from the redemption of shares of any such
unrelated mutual fund (within 60 days of the purchase of Fund shares),
provided that the shareholder's application so specifies and is
accompanied either by the redemption check of such unrelated mutual
fund (or a copy of the check) or a copy of the confirmation statement
showing the redemption. Similarly, anyone who is or has been the owner
of a fixed annuity contract not deemed a security under the securities
laws who wishes to surrender such contract and invest the proceeds in
a Fund, to the extent that the purchase price of such Fund shares is
funded by the proceeds from the surrender of the contract (within
60 days of the purchase of Fund shares), provided that such owner's
application so specifies and is accompanied either by the insurance
company's check (or a copy of the check) or a copy of the insurance
company surrender form. From time to time, Investors may pay
commissions to broker-dealers and registered representatives on
transfers from mutual funds or annuities as described above;
- Purchases by employees (including their spouses and dependent
children) of banks and other financial institutions that provide
referral and administrative services related to order placement and
payment to facilitate transactions in shares of the Fund for their
clients pursuant to a sales or servicing agreement with Investors;
provided, however, that only those employees of such banks and other
firms who as a part of their usual duties provide such services
related to such transactions in Fund shares shall qualify;
- Commercial banks offering self directed 401(k) programs containing
both pooled and individual investment options may purchase Fund shares
for such programs at a reduced sales charge of 2.5% on sales of less
than $500,000. For sales of $500,000 or more, normal sales charges
apply;
- Registered investment advisers, trust companies, and bank trust
departments exercising discretionary investment authority or using a
money management/mutual fund "wrap" program with respect to the money
to be invested in the Fund, provided that the investment adviser,
trust company or trust department provides Advisers with evidence of
such authority or the existence of such a wrap program with respect to
the money invested.

SPECIAL PURCHASE PLANS

-35-
<PAGE>

STATEMENT OF INTENTION. Your sales charge may be reduced or eliminated by
signing a non-binding Statement of Intention to purchase at least $100,000 of
shares which are sold with a sales charge over a 13-month period. The 13-month
period is measured from the date the letter of intent is approved by Investors,
or at the purchaser's option it may be made retroactive 90 days, in which case
Investors will make appropriate adjustments on purchases during the 90-day
period.

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

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

RETIREMENT PLANS. Individual taxpayers can defer taxes on current income
by investing in tax qualified retirement plans established by their employer,
such as a pension plan, profit-sharing plan and Section 403(b)plans, or in
Individual Retirement Accounts (IRAs), including a traditional IRA, Roth IRA and
Education IRA. If you are interested in a retirement plan account, you should
contact Investors. Investing in a retirement plan involves a long-term
commitment of assets and is subject to legal and tax requirements and
restrictions. You should consult with your attorney or tax adviser prior to
establishing such a plan.

SYSTEMATIC INVESTMENT PLAN. The Systematic Investment Plan enables you to
make regular purchases in amounts less than normally required and employs the
principle of dollar cost averaging, described below.

By acquiring Fund shares on a regular or systematic basis, you take
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.
The principle of dollar

-36-
<PAGE>

cost averaging will not protect against loss in a declining market and a loss
will result if the plan is discontinued when the market value is less than cost.

You have no obligation to invest regularly or to continue the Plan, which
you may terminate 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 you instruct Investors in writing to
pay distributions 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. You may exchange your shares for the same class of
shares in another Fortis Fund. There is no exchange fee or additional sales
charge. The amount exchanged must meet the minimum purchase amount of the Fund
being purchased. You should consider the investment objectives and policies of
the other fund prior to making such exchange.

For Federal tax purposes, except where the transferring shareholder is a
tax qualified plan, an exchange between funds is a taxable event that will
result in a capital gain or loss. If you exchange your shares within 90 days of
purchase, the sales charge on that purchase cannot be taken into account for
determining your 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 your 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.

GIFTS OR TRANSFERS TO MINOR CHILDREN. You may purchase Fund shares in an
account established for a minor. 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). Control of the Fund shares passes
to the child upon reaching a specified age (either 18 or 21 years in most
states).

REDEMPTION OF SHARES

GENERAL

If you request a redemption, the Fund is required to redeem your shares,
with certain exceptions. The Fund will pay all redemption requests in cash,
limited in amount during any 90-day period to the lesser of $250,000 or 1% of
the net asset value of the Fund at the beginning of such period. If your
redemption request exceeds such amount, the Fund reserves the right to make part
or all of the payment in the form of readily marketable securities or other
assets of the Fund. An example of when this might be done is in case of an
emergency, such as in those situations listed in the following paragraph, or at
any time a cash distribution would impair the liquidity of the Fund to the
detriment of the remaining shareholders. Any securities being so

-37-
<PAGE>

distributed would be valued in the same manner as the Fund of the Fund is
valued. If you received securities which you later sold, you probably would
incur brokerage charges.

Redemption of shares or payment may be suspended at time (a) when the
Exchange is closed for other than customary weekend or holiday closings, (b)
when trading on said Exchange is restricted, (c) when an emergency exists, as a
result of which disposal by the Fund of securities owned by it is not reasonably
practicable, or it is not reasonably practicable for the Fund fairly to
determine the value of its net assets, or during any other period when the
Securities and Exchange Commission, by order, so permits; provided that
applicable rules and regulations of the Securities and Exchange Commission shall
govern as to whether the conditions prescribed in (b) or (c) exist.

There is no charge for redeeming shares. In the event a charge is
established, it would apply only to persons who became shareholders after the
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 Funds 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

You may open a "Systematic Withdrawal Plan" providing for withdrawals of
$50 or more monthly, quarterly, semiannually or annually if the value of your
shares is at least $4,000 ($10,000 if you elect monthly withdrawals).

These withdrawals may constitute return of capital. The redemption of Fund
shares pursuant to the Systematic Withdrawal Plan is a taxable event to you.
The withdrawals do not represent a yield or a return on your investment and
they may deplete or eliminate your investment. You have no assurance 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 and frequency of each payment and the increase (or decrease) in value of
the remaining shares.

Distributions of income and realized capital gains will continue to be
reinvested at net asset value. If you purchase additional shares of the Fund
(other than by reinvestment of distributions), when you have elected a
Systematic Withdrawal Plan, you will pay a sales charge on your purchases at the
same time that withdrawals are made at net asset value. Purchases of additional
shares concurrent with withdrawals are ordinarily disadvantageous to you because
of sales charges and tax liabilities. Additions to your account in which an
election has been made to receive systematic withdrawals will be accepted only
if each additional purchase is equal to at least one year's scheduled
withdrawals or $1,200, whichever is greater. You may not have a "Systematic
Withdrawal Plan" and a "Systematic Investment Plan" in effect at the same time.

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<PAGE>

The Systematic Withdrawal Plan is voluntary, flexible and under your
control and direction at all times, and does not limit or alter your right to
redeem shares. You or the Fund may terminate the Plan at any time by written
notification. Advisers bears the cost of operating the Plan.

REINVESTMENT PRIVILEGE

If you redeem Fund shares, you have a one-time privilege to reinvest in the
Fund or in any other fund underwritten by Investors and available to the public,
without a sales charge. The reinvestment privilege must be exercised within 60
days of the redemption and for an amount which does not exceed the redemption
proceeds.

The purchase price for Fund shares will be based upon net asset value at
the time of reinvestment, and may be more or less than the redemption value.
Should you 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 defer any capital gains taxes payable on a
realized gain. Furthermore, if you redeem within 90 days of purchasing your
shares, the sales charge incurred on that purchase cannot be taken into account
for determining your gain or loss on the sale of those shares.

TAXATION

The Funds have qualified and intend to qualify in the future as regulated
investment companies under the Internal Revenue Code of 1986, as amended (the
"Code"). As long as the Funds so qualify, the Funds are not taxed on the income
they distribute to their shareholders.

Under the Code, each Fund is treated as a separate entity for Federal tax
purposes. Therefore, each Fund is treated separately in determining whether it
qualifies as a regulated investment company and for purposes of determining the
net ordinary income (or loss), net realized capital gains (or losses), and
distributions necessary to relieve each Fund of any Federal income tax
liability.

Gain or loss realized upon the sale of shares in a Fund will be
treated as capital gain or loss, provided that the shares represented a capital
asset in the hands of the shareholder. For individuals, estates, and trusts,
long-term capital gains, which are realized on the sale or exchange of capital
assets held for more than one year, are subject to a maximum federal income tax
rate of 20%, while ordinary income is subject to a maximum rate of 39.6%.
Short-term capital gains, which are realized on the sale or exchange of capital
assets held one year or less, are taxed at the same rates as ordinary income.

Under the Code, each Fund is subject to a nondeductible excise tax for each
calendar year equal to 4 percent of the excess, if any, of the amount required
to be distributed over the amount

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<PAGE>

distributed. However, the excise tax does not apply to any income on which the
Fund pays income tax. In order to avoid the imposition of the excise tax, each
Fund generally must declare dividends by the end of a calendar year representing
at least 98 percent of the Fund's ordinary income for the calendar year and 98
percent of its capital gain net income (both long-term and short-term capital
gains) for the 12-month period ending October 31 of the calendar year.

The marked-to-market rules of the Code may require each Fund to recognize
gains and losses on certain options and futures held by the Fund 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 each Fund had unrealized gains in
offsetting positions at year end.

If a Fund invests in zero coupon obligations upon their issuance, such
obligations will have original issue discount in the hands of the Fund.
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. If the Fund acquires an already issued zero
coupon bond from another holder, the bond will have original issue discount in
the Fund's hands, equal to the difference between the "adjusted issue price" of
the bond at the time the Fund acquires it (that is, the original issue price of
the bond plus the amount of original issue discount accrued to date) and its
stated redemption price at maturity. In each case, the Fund is required to
accrue as ordinary interest income a portion of such original issue discount
even though the Fund receives no cash currently as interest payment on the
obligation.

Because each Fund 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, each Fund may be required to
distribute an amount greater than the total cash income the Fund actually
receives. Accordingly, in order to make the required distribution, the Fund may
be required to borrow or to liquidate securities.

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 a Fund.

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

-40-
<PAGE>

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

If more than 50% of a Fund'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 Service pursuant to which
shareholders will be required to include their pro rata portions of foreign
taxes paid by the Fund 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 Fund 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 a Fund is not large
enough to warrant its making the election described above, the Fund 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 Fund 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 Fund.

For Federal income tax purposes, Global Fund had a capital loss carryover
of $ __________ at October 31, 1998, which, if not offset by subsequent capital
gains, will expire in __________. 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 a Fund 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. You are
urged to consult their own tax advisers regarding specific questions as to
Federal, state, or local taxes.

UNDERWRITER AND DISTRIBUTION OF SHARES

Pursuant to the Underwriting and Distribution Agreement, Investors has
agreed to act as the principal underwriter for the Funds in the sale an
distribution to the public of shares of the Fund, either through dealers or
otherwise. Investors has agreed to offer such shares for sale at all times when
such shares are available for sale and may lawfully be offered for sale and
sold. As compensation for its services, in addition to receiving its
distribution fees pursuant to the Distribution Plan discussed above, Investors
receives the initial sales charges on sales of Class A shares of the Funds and
any contingent deferred sales charges on redemptions of certain Class A shares
of the Funds that were not subject to an initial sales charge, as set forth in
the Prospectus.

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<PAGE>

The following tables set forth the amount of underwriting commissions paid by
each Fund and the amount of such commissions retained by Investors.

TOTAL UNDERWRITING COMMISSIONS
------------------------------------------------------------------------------------
Fiscal Year Ended Fiscal Year Ended Fiscal Period Ended
October 31, 1996 October 31, 1997 October 31, 1998
----------------- ---------------- ----------------
<S> <C> <C> <C>
Global Fund $ $ $
International Fund n/a n/a $ *
</TABLE>

<TABLE>
<CAPTION>
UNDERWRITING COMMISSIONS RETAINED BY INVESTORS
------------------------------------------------------------------------------------
Fiscal Year Ended Fiscal Year Ended Fiscal Period Ended
October 31, 1996 October 31, 1997 October 31, 1998
----------------- ---------------- ----------------
<S> <C> <C> <C>
Global Fund $ $ $
International Fund n/a n/a $ *

</TABLE>

* Period from inception (March 1, 1998) to October 31, 1998.

Investors received the following compensation from each Fund during its
most recent fiscal year.

Net Underwriting Compensation on
Discounts and Redemptions and Brokerage Other
Commissions Repurchases Commissions Compensation
---------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C>
Global Fund $ $ $ $
International Fund $ $ $ $

</TABLE>
PERFORMANCE INFORMATION

Advertisements and other sales literature for the Funds may refer to
"average annual total return," and "cumulative total return." All such total
return quotations are based on historical earnings and are not intended to
indicate future performance.

Average annual total return is the average annual compounded rate of return
on a hypothetical $1,000 investment made at the beginning of the advertised
period. Average annual total return figures are computed according to the
following formula:

n
P(1+T) = ERV

Where: P = a hypothetical initial payment of $1,000
T = average annual total return;
n = number of years; and

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<PAGE>

ERV = ending redeemable value at the end of the
period of a hypothetical $1,000 payment made at
the beginning of such period.

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, and includes all recurring fees, such as investment advisory and
management fees, charged to all shareholder accounts. Average annual total
return quotations may be accompanied by quotations which do not reflect the
reduction in value of the initial investment due to the sales charge, and which
thus will be higher.

The following tables set forth the average annual total returns for each
Class of shares of each Fund for one year, five years and since inception for
the period ending October 31, 1998.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
-------------------------------------------
1 YEAR 5 YEARS SINCE INCEPTION
------ ------- ---------------
<S> <C> <C> <C>
GLOBAL FUND
Class A Shares* % -- %
Class B Shares** % -- %
Class C Shares** % -- %
Class H Shares** % -- %

International Fund***
Class A Shares -- -- %
Class B Shares -- -- %
Class C Shares -- -- %
Class H Shares -- -- %

</TABLE>

* Inception date: July 8, 1991.
** Inception date: November 14, 1994.
*** Inception date: March 1, 1998 for all classes of shares.

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:

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

-43-
<PAGE>

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.

The following table sets forth the cumulative total returns of each Class
of shares of each Fund for the period from inception through October 31, 1998:

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------
<S> <C>
GLOBAL FUND
Class A Shares* %
Class B Shares** %
Class C Shares** %
Class H Shares** %

INTERNATIONAL FUND
Class A Shares*** %
Class B Shares*** %
Class C Shares*** %
Class H Shares*** %
</TABLE>

* Inception date: July 8, 1991
** Inception date: November 14, 1994.
*** Inception date: March 1, 1998

The Funds may advertise relative performance as compiled by outside
organizations or refer to publications which have mentioned their performance or
track the performance of investment companies. Following is a list of ratings
services which may be referred to, along with the category in which the Funds
are included. Because some of these organizations do not take into account
sales charges, their ratings may sometimes be different than had they done so.

-44-
<PAGE>

GLOBAL FUND
RATINGS SERVICE CATEGORY
--------------- --------
Lipper Analytical Services, Inc. global funds
CDA/Wiesenberger equity funds
Morningstar Publications, Inc. world stock
Johnson's Charts global equity

INTERNATIONAL FUND
RATINGS SERVICE CATEGORY
--------------- --------
Lipper Analytical Services, Inc. international funds
CDA/Wiesenberger non-U.S. equity
Morningstar Publications, Inc. foreign stock
Johnson's Charts international equity

FINANCIAL STATEMENTS

The audited financial statements as of October 31, 1998, as set forth in
the Funds' Annual Report to Shareholders, are incorporated herein by reference.
The audited financial statements are provided in reliance on the report of KPMG
Peat Marwick LLP, 4200 Norwest Center, Minneapolis, MN 55402, independent
auditors of the Funds, and given on the authority of such firm as experts in
accounting and auditing.

OTHER SERVICE PROVIDERS

U.S. Bank National Association, 601 Second Avenue South, Minneapolis, MN
55480 acts as custodian of each Fund's assets and Fund securities. Dorsey &
Whitney LLP, 220 South Sixth Street, Minneapolis, MN 55402, is the independent
General Counsel for the Funds. Advisers bears the costs of serving as the
transfer agent and dividend-paying agent for each Fund.

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

-45-
<PAGE>

circumstances). Minnesota law authorizes corporations to eliminate or limit the
personal liability of a director to the corporation or its shareholders for
monetary damages for breach of the fiduciary duty of "care." Minnesota law does
not, however, permit a corporation to eliminate or limit the liability of a
director (i) for any breach of the director's duty of "loyalty" to the
corporation or its shareholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
authorizing a dividend, stock repurchase or redemption or other distribution in
violation of Minnesota law or for violation of certain provisions of Minnesota
securities laws, or (iv) for any transaction from which the director derived an
improper personal benefit. The Articles of Incorporation of Fortis Worldwide
limit the liability of directors to the fullest extent permitted by Minnesota
statutes, except to the extent that such a liability cannot be limited as
provided in the 1940 Act (which act prohibits any provisions which purport to
limit the liability of directors arising from such directors' willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of their role as directors).

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

ADDITIONAL INFORMATION

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

-46-
<PAGE>
APPENDIX A

CORPORATE BOND, PREFERRED STOCK, AND COMMERCIAL PAPER RATINGS

COMMERCIAL PAPER RATINGS

STANDARD & POOR'S RATINGS SERVICES. 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:

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.

CORPORATE BOND RATINGS

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

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

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

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<PAGE>

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

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

Debt rated "BB," "B," "CCC," "CC," and "C" is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "C" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

Debt rated "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB" rating.

Debt rated "B" has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The "B" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied "BB" or "BB"
rating.

Debt rated "CCC" has a currently identifiable vulnerability to default, and is
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B" rating.

The rating "CC" is typically applied to debt subordinated to senior debt that is
assigned an actual or implied "CCC" rating.

The rating "C" is typically applied to debt subordinated to senior debt which is
assigned an actual or implied "CCC" debt rating. The "C" rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

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<PAGE>

Debt rated "D" is in payment default. The "D" rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

The rating "C1" is reserved for income bonds on which no interest is being paid.

"NR" indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.

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.

49
<PAGE>

Bonds which are rated "Ba" are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

Bonds which are rated "B" generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated "Caa" are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated "Ca" represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bond which rated "C" are the lowest rated class of bonds and issues so rated can
be regarded as having extremely poor prospects of ever attaining any real
investment standing.

PREFERRED STOCK RATING

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

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

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

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

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

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

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<PAGE>

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.

-51-
<PAGE>

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 a Fund is "covered" if the Fund 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 Fund. A call option is also covered if
a Fund 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 Fund in cash
and high grade government securities in a segregated account with its custodian.
A put option written by a Fund is "covered" if the Fund maintains cash and high
grade government securities with a value equal to the exercise price in a
segregated account with its custodian, or else holds a put on the same security
and in the same principal amount as the put written where the exercise price of
the put held is equal to or greater than the exercise price of the put written.
If the writer's obligation is not so covered, it is subject to the risk of the
full change in value of the underlying security from the time the option is
written until exercise.

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

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

-52-
<PAGE>

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 Funds 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 a Fund 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 Fund 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. Each
Fund 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.

-53-
<PAGE>

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, 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.

-54-
<PAGE>

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 a Fund 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

-55-
<PAGE>

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 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

-56-
<PAGE>

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 a Fund's
position, unless the institution acts as broker and is able to find another
counterparty willing to enter into the transaction with the Fund. 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 a Fund could be required to retain options
purchased or written until exercise, expiration or maturity. This in turn could
limit the Fund'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 Funds 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 Funds' ability to enter into desired hedging transactions. The
Funds will enter into an over-the-counter transaction only with parties whose
creditworthiness has been reviewed and found satisfactory by Advisers.

-57-

<PAGE>

PART C
Fortis Global Growth Portfolio
and
Fortis International Equity Portfolio
series of
Fortis Worldwide Portfolios, Inc.

OTHER INFORMATION

ITEM 23. EXHIBITS

THE FUND IS FILING OR INCORPORATING BY REFERENCE THE FOLLOWING EXHIBITS:

(a).1 Articles of Amendment dated 9/8/94 and Amended and Restated
Articles of Incorporation dated as of 9/9/94 (1)
(a).2 Certification of Designation of Series B dated 12/3/97 (1)
(a).3 Certification of Designation of Classes A, B,
C & H dated 10/31/94 (1)
(b) Amended and Restated Bylaws dated 9/18/97 (2)
(c) Instruments Defining Rights of Security Holders - not applicable
(d).1 Investment Advisory and Management Agreement dated 3/26/91 for
Global Growth Portfolio (5)
(d).2 Investment Advisory and Management Agreement dated 3/1/98 for
International Equity Portfolio (2)
(e).1 Underwriting and Distribution Agreement dated 11/14/94 (5)
(e).2 Amendment #1 (effective 3/1/98) to Underwriting and Distribution
Agreement dated 11/14/94 (2)
(e).3 Dealer Sales Agreement (3)
(e).4 Mutual Fund Supplement to Dealer Sales Agreement (3)
(f) Bonus or Profit Sharing Contracts -not applicable
(g).1 Custody Agreement dated 7/16/92 (5)
(g).2 Exhibit A dated 3/1/98 to Custody Agreement (2)
(g).3 Subcustodian Agreement with First Trust N.A. dated 8/1/92 (5)
(h) Other Material Contracts - not applicable
(i) Legal Opinion - not applicable
(j) Consent of KPMG Peat Marwick LLP *
(k) Omitted Financial Statements - not applicable
(l) Initial Capital Agreements - not applicable
(m) Rule 12b-1 Plan (2)
(n) Financial Data Schedule - not applicable
(o) Rule 18f-3 Plan (4)

- -----------------------------------------
(1) Incorporated by reference to Post-Effective Amendment No. 10 to the
Registrant's Registration Statement on Form N-1A filed with the Commission
on December 15, 1997.
(2) Incorporated by reference to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on Form N-1A filed with the Commission
on February 27, 1998.
(3) Incorporated by reference to Post-Effective Amendment No. 45 to the
Registration Statement of Fortis Income Portfolios, Inc. on Form N-1A filed
with the Commission on December 1, 1998.
(4) Incorporated by reference to Post-Effective Amendment No. 8 to the
Registrant's

<PAGE>

Registration Statement on Form N-1A filed with the Commission in
February 1996.
(5) Filed herewith.
* To be filed by amendment.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
THE FOLLOWING IS A LIST OF ALL PERSONS DIRECTLY OR INDIRECTLY CONTROLLED BY
OR UNDER COMMON CONTROL WITH THE FUND:

No person is directly or indirectly controlled by or under common control
with the Registrant.

ITEM 25. INDEMNIFICATION
STATE THE GENERAL EFFECT OF ANY CONTRACT, ARRANGEMENTS OR STATUTE UNDER
WHICH ANY DIRECTOR, OFFICER, UNDERWRITER OR AFFILIATED PERSON OF THE FUND IS
INSURED OR INDEMNIFIED AGAINST ANY LIABILITY INCURRED IN THEIR OFFICIAL
CAPACITY, OTHER THAN INSURANCE PROVIDED BY ANY DIRECTOR, OFFICER, AFFILIATED
PERSON, OR UNDERWRITER FOR THEIR OWN PROTECTION.

Paragraph 8(d) of the Registrant's Articles of Incorporation provides that
the Registrant shall indemnify such person for such expenses and liabilities, in
such manner, under such circumstances, and to the full extent permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended;
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereinafter amended, and any rules, regulations, or releases promulgated
thereunder.

The Registrant may indemnify its officers and directors and other "persons"
acting in an "official capacity" (as such terms are defined in Section 302A.521)
pursuant to a determination by the board of directors or shareholders of the
Registrant as set forth in Section 302A.521, by special legal counsel selected
by the board or a committee thereof for the purpose of making such a
determination, or by a Minnesota court upon application of the person seeking
indemnification. If a director is seeking indemnification for conduct in the
capacity of director or officer of the Registrant, then such director generally
may not be counted for the purposes of determining either the presence of a
quorum or such director's eligibility to be indemnified.

In any case, indemnification is proper only if the eligibility determining
body decides that the person seeking indemnification:

(a) has not received indemnification for the same conduct from any other
party or organization;
(b) acted in good faith;
(c) received no improper personal benefit;
(d) in the case of criminal proceedings, has no reasonable cause to
believe the conduct was unlawful;
(e) reasonably believed that the conduct was in the best interest of the
Registrant, or in certain contexts, was not opposed to the best
interest of the Registrant; and
(f) had not otherwise engaged in conduct which precludes indemnification
under either Minnesota or Federal law (including, without limitation,
conduct constituting willful misfeasance, bad faith, gross negligence,
or reckless disregard

<PAGE>

of duties as set forth in Section 17(h) and (i) of the Investment
Company Act of 1940).

ADVANCES. If a person is made or threatened to be made a party to a
proceeding, the person is entitled, upon written request to the Registrant, to
payment or reimbursement by the Registrant of reasonable expenses, including
attorneys fees and disbursements, incurred by the person in advance of the final
disposition of the proceeding, (a) upon receipt by the Registrant of a written
affirmation by the person of a good faith belief that the criteria for
indemnification set forth in Section 302A.521 have been satisfied and a written
undertaking by the person to repay all amounts so paid or reimbursed by the
Registrant, if it is ultimately determined that the criteria for indemnification
have been satisfied, and (b) after a determination that the facts then known to
those making the determination would not preclude indemnification under
302A.521. The written undertaking required by clause (a) is an unlimited
general obligation of the person making it, but need not be secured and shall be
accepted without reference to financial ability to make the repayment.

UNDERTAKING. The Registrant undertakes that insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provision, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless, in the opinion of its counsel, the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
DESCRIBE ANY OTHER BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT OF A
SUBSTANTIAL NATURE THAT EACH INVESTMENT ADVISER, AND EACH DIRECTOR, OFFICER OR
PARTNER OF THE ADVISER, IS OR HAS BEEN ENGAGED WITHIN THE LAST TWO FISCAL YEARS
FOR HIS OR HER OWN ACCOUNT OR IN THE CAPACITY OF DIRECTOR, OFFICER, EMPLOYEE,
PARTNER OR TRUSTEE.

Information on the business of the Adviser, its directors and officers is
described in the Statement of Additional Information. The following officers
are not listed in the Statement of Additional Information:

Other Business/Employment
Name Position with Adviser During Past Two Years
- ---- --------------------- ---------------------
Michael D. O'Connor Qualified Plan Officer Qualified Plan Officer of
Fortis Benefits Insurance
Company
David C. Greenzang Money Market Portfolio Debt securities manager with
Officer Fortis, Inc.

ITEM 27. PRINCIPAL UNDERWRITERS
(a) STATE THE NAME OF EACH INVESTMENT COMPANY (OTHER THAN THE FUND) FOR WHICH
EACH PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING THE FUND'S SECURITIES ALSO
ACTS AS A PRINCIPAL

<PAGE>

UNDERWRITER, DEPOSITOR, OR INVESTMENT ADVISER.

Investors also acts as the principal underwriter for: Fortis Advantage
Portfolios, Inc., Fortis Equity Portfolios, Inc., Fortis Money Portfolios, Inc.,
Fortis Tax Free Portfolios, Inc., Fortis Securities, Inc., Fortis Series Fund,
Inc., Fortis Income Portfolios, Inc., Fortis Growth Fund, Inc., Variable Account
C of Fortis Benefits Insurance Company and Variable Account D of Fortis Benefits
Insurance Company.

(b) PROVIDE THE INFORMATION REQUIRED BY THE FOLLOWING TABLE FOR EACH DIRECTOR,
OFFICER, OR PARTNER OF EACH PRINCIPAL UNDERWRITER NAMED IN RESPONSE TO ITEM 20.

In addition to those listed in the Statement of Additional Information with
respect to Investors, the following are also officers of Investors. The
principal business address of each individual is 500 Bielenberg Drive, Woodbury,
Minnesota 55125.

Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Fund
- ------------------- -------------------------- ----------------------
Carol M. Houghtby Director, Vice President & None
Treasurer
Roger W. Arnold Senior Vice President None
Peter M. Delehanty Senior Vice President None
John E. Hite Vice President & Secretary None

(c) PROVIDE THE INFORMATION REQUIRED BY THE FOLLOWING TABLE FOR ALL COMMISSIONS
AND OTHER COMPENSATION RECEIVED, DIRECTLY OR INDIRECTLY, FROM THE FUND DURING
THE LAST FISCAL YEAR BY EACH PRINCIPAL UNDERWRITER WHO IS NOT AN AFFILIATED
PERSON OF THE FUND OR ANY AFFILIATED PERSON OF AN AFFILIATED PERSON.

Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
STATE THE NAME AND ADDRESS OF EACH PERSON MAINTAINING PHYSICAL POSSESSION
OF EACH ACCOUNT, BOOK, OR OTHER DOCUMENT REQUIRED TO BE MAINTAINED BY SECTION
31(a) AND THE RULES UNDER THAT SECTION.

The physical possession of the accounts, books, and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and Rules 3la-1 to 3la-3 promulgated thereunder is maintained by the Registrant
at Fortis Advisers, Inc., 500 Bielenberg Drive, Woodbury, MN 55125.

ITEM 29. MANAGEMENT SERVICES
PROVIDE A SUMMARY OF THE SUBSTANTIVE PROVISIONS OF ANY MANAGEMENT-RELATED
SERVICE CONTRACT NOT DISCUSSED IN PART A OR B, DISCLOSING THE PARTIES TO THE
CONTRACT AND THE TOTAL AMOUNT PAID AND BY WHOM FOR THE FUND FOR THE LAST THREE
FISCAL YEARS.

All contracts were discussed in Part A or B.

ITEM 30. UNDERTAKINGS

<PAGE>

(a) IN INITIAL REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT, PROVIDE
AN UNDERTAKING TO FILE AN AMENDMENT TO THE REGISTRATION STATEMENT WITH
CERTIFIED FINANCIAL STATEMENTS SHOWING THE INITIAL CAPITAL RECEIVED BEFORE
ACCEPTING SUBSCRIPTIONS FROM MORE THAN 25 PERSONS IF THE FUND INTENDS TO
RAISE ITS INITIAL CAPITAL UNDER SECTION 14(a)(3).

Not applicable.

(b) Each recipient of a prospectus of any series of the Registrant may request
the latest Annual Report of such series, and such Annual Report will be
furnished by the Registrant without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Woodbury and State of Minnesota on the 30th day
of December 1998.

FORTIS WORLDWIDE PORTFOLIOS, INC.
(Registrant)

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

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

/s/ Dean C. Kopperud President (principal December 30, 1998
- ------------------------- executive officer)
Dean C. Kopperud

/s/ Tamara L. Fagely Treasurer (principal December 30, 1998
- ------------------------- financial and accounting
Tamara L. Fagely 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

Robb L. Prince* Director

Leonard J. Santow* Director

Noel S. Shadko Director

Joseph M. Wikler* Director

*By /s/ Dean C. Kopperud December 30, 1998
------------------------------
Dean C. Kopperud, Attorney-in-Fact

<PAGE>

EXHIBIT(d).1

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

THIS AGREEMENT, made this 26th day of March 1991, by and between AMEV
Worldwide Portfolios, Inc., a Minnesota corporation (the "Fund") and AMEV
Advisers, Inc., a Minnesota corporation ("Advisers").

1. INVESTMENT ADVISORY AND MANAGEMENT SERVICES

The Fund hereby engages Advisers, and Advisers hereby agrees to act,
as investment adviser for, and to manage the affairs, business and the
investment of the assets of the Fund's Portfolios, which shall consist of AMEV
Global Growth Portfolio, and any further Portfolios from time to time created by
the Board of Directors of the Fund. Each such Portfolio is herein referred to
as a "Portfolio" and the Portfolios are herein collectively referred to as the
"Portfolios."

The investment of the assets of the Portfolios shall at all times be
subject to the applicable provisions of the Articles of Incorporation, Bylaws,
Registration Statement and current Prospectus and Statement of Additional
Information of the Fund and shall conform to the policies and purposes of the
Fund and the Portfolios as set forth in the Registration Statement and
Prospectus and Statement of Additional Information as interpreted from time to
time by the Board of Directors of the Fund. Within the framework of the
investment policies of the Portfolios, Advisers shall have the sole and
exclusive responsibility for the management of the Portfolios and the making and
execution of all investment decisions for the Portfolios. Advisers shall report
to the Board of Directors regularly at such times and in such detail as the
Board may from time to time determine to be appropriate, in order to permit the
Board to determine the adherence of Advisers to the investment policies of the
Portfolios.

Advisers shall, at its own expense, furnish the Fund suitable office
space, and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund. Advisers shall arrange, if requested by
the Fund, for officers, employees or other affiliates of Advisers to serve
without compensation from the Fund as directors, officers, or employees of the
Fund if duly elected to such positions by the shareholders or directors of the
Fund.

Advisers hereby acknowledges that all records necessary in the
operation of the Fund, including records pertaining to shareholders and
investments, are the property of the Fund, and in the event that a transfer of
management or investment advisory services to someone other than Advisers should
ever occur, Advisers will promptly, and at its own cost, take all steps
necessary to segregate such records and deliver them to the Fund.

2. COMPENSATION FOR SERVICES.

In payment for all services, facilities, equipment and personnel, and
for other costs of Advisers hereunder, the Fund shall pay to Advisers a monthly
fee for each Portfolio, which fee shall be paid to Advisers not later than the
fifth business day of the month following the month in which such services are
rendered. Each such monthly fee shall be at the rate or rates set forth below
and shall be based on the average of the net asset values of all of the

<PAGE>

issued and outstanding shares of the respective Portfolio as determined as of
the close of each business day of the month pursuant to the Articles of
Incorporation, Bylaws and currently effective Prospectus and Statement of
Additional Information of the Fund. The following table sets forth the fees on
a monthly and annual basis:

<TABLE>
<CAPTION>
Monthly Equivalent Average Asset
Rate Annual Rate Values of the Portfolio
---------- ----------- -----------------------
<S> <C> <C> <C>
AMEV Global 1.0% On the first $500,000,000
Growth Portfolio 0.9% On average assets over
$500,000,000
</TABLE>

The fee shall be prorated for any fraction of a month at the
commencement or termination of this Agreement.

The investment advisory fee for any future Portfolio(s) shall be as
determined by the Board of Directors of the Fund upon the creation of any such
Portfolio(s).

3. ALLOCATION OF EXPENSES.

In addition to the fees described in Section 2 hereof, the Fund shall
pay all its expenses which are not assumed by Advisers, AMEV Investors, Inc.
("Investors") or any other person. These Fund expenses include, by way of
example, but not by way of limitation, the fees and expenses of directors and
officers of the Fund who are not "affiliated persons" of Advisers, interest
expenses, taxes, Rule 12b-1 Plan of Distribution fees, brokerage fees and
commissions, fees and expenses of registering and qualifying the Fund and its
shares for distribution under federal and state securities laws, expenses of
preparing Prospectuses and of printing and distributing Prospectuses and
Statements of Additional Information annually to existing shareholders,
custodian charges, auditing and legal expenses, insurance expenses, association
membership dues, and the expenses of reports to shareholders, shareholders'
meetings and proxy solicitations. Advisers shall bear the costs of acting as
the Fund's transfer agent, registrar and dividend disbursing agent.

Advisers (or Investors) shall bear all promotional expenses in
connection with the distribution of the Fund's shares, including paying for
Prospectuses and shareholder reports for new shareholders, and the costs of
sales literature.

4. LIMIT ON EXPENSES.

Out of its advisory fee, but not in excess thereof, Advisers shall
reimburse the Fund for each Portfolio's expenses from the date of the initial
public offering until the date the Portfolio's aggregate net assets first reach
$15,000,000, to the extent that the aggregate expenses of the Portfolio
(including the investment advisory and management fees for such Portfolio under
paragraph 2 of this Agreement, but excluding interest, taxes, Rule 12b-1 Plan of
Distribution fees, brokerage fees and commissions) exceed an amount equal, on an
annual basis, to the following applicable percentage of the average daily net
assets of the Portfolio:

AMEV Global Growth Portfolio 2.0%

<PAGE>

In addition to the expense reimbursement set forth in Section 4(a),
Advisers reserves the right, but shall not be obligated, to institute further
voluntary expense reimbursement programs, which shall be in such amounts and
based upon such terms and conditions as Advisers, in its sole and absolute
discretion, determines. Furthermore, Advisers reserves the absolute right to
discontinue any such reimbursement programs at any time without notice to the
Fund.

4. FREEDOM TO DEAL WITH THIRD PARTIES.

Advisers shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.

5. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.

The Agreement shall be effective as to the AMEV Global Growth
Portfolio on March 26, 1991. Wherever referred to in this Agreement, the vote
or approval of the holders of a majority of the outstanding voting securities of
a Portfolio or the Fund shall mean the vote of 67% or more of such securities
if the holders of more than 50% of such securities are present in person or by
proxy or the vote of more than 50% of such securities, whichever is less.

Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect only so long as such continuance is specifically approved at
least annually (a) by the Board of Directors of the Fund, or by the vote of the
holders of a majority of the outstanding voting securities of the Fund, and (b)
by a majority of the directors who are not interested persons of Advisers or of
the Fund cast in person at a meeting called for the purpose of voting on such
approval; provided that, if a majority of the outstanding voting securities of
any of the Portfolios approves this Agreement, this Agreement shall continue in
effect with respect to such approving Portfolio whether or not the shareholders
of any other Portfolio of the Fund approve this Agreement.

This Agreement may be terminated at any time without the payment of
any penalty by the vote of the Board of Directors of the Fund, or by Advisers
upon sixty (60) days' written notice to the other party. This Agreement may be
terminated with respect to a particular Portfolio at any time without the
payment of any penalty by the vote of the holders of a majority of the
outstanding voting securities of such Portfolio, upon sixty (60) days' written
notice to Advisers. Any termination may be made effective with respect to both
the investment advisory and management services provided for in this Agreement
or with respect to either of such kinds of services. This Agreement shall
automatically terminate in the event of its assignment.

6. AMENDMENTS TO AGREEMENT.

No material amendment to this Agreement shall be effective until
approved by a vote of the holders of a majority of the outstanding voting
securities of the Portfolios which have approved and are subject to this
Agreement. In addition, if a majority of the outstanding voting securities of
any Portfolio of the Fund votes to amend this Agreement, such amendment shall be

<PAGE>

effective with respect to such Portfolio whether or not the shareholders of any
other Portfolio vote to adopt such amendment.

7. NOTICES.

Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.

IN WITNESS WHEREOF, the Fund and Advisers have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.

AMEV WORLDWIDE PORTFOLIOS, INC.

By /s/ Edward M. Mahoney
--------------------------------------
Its President

AMEV ADVISERS, INC.

By /s/ Edward M. Mahoney
--------------------------------------
Its President

<PAGE>

EXHIBIT(e).1

UNDERWRITING AND DISTRIBUTION AGREEMENT

THIS AGREEMENT, made this 14th day of November 1994, by and between Fortis
Worldwide Portfolios, Inc. (formerly AMEV Worldwide Portfolios, Inc.), a
Minnesota corporation (the "Fund") for and on behalf of each class of shares
(each class is referred to hereinafter as a "Class") of each of the Fund's
Portfolios and Fortis Investors, Inc. (formerly AMEV Investors, Inc.), a
Minnesota corporation ("Investors")

WITNESSETH:

1. UNDERWRITING SERVICES.

The Fund on behalf of each Class hereby engages Investors, and Investors
hereby agrees to act, as principal underwriter for each Class in connection with
the sale and distribution of the shares of each Class of the Fund's Portfolios
to the public, either through dealers or otherwise. Investors agrees to offer
such shares for sale at all times when such shares are available for sale and
may lawfully be offered for sale and sold.

As used herein, "Portfolios" is defined as Fortis Global Growth Portfolio
(formerly AMEV Global Growth Portfolio) and any other Portfolios which may
hereafter be created by the Board of Directors of the Fund. In addition, as
used herein, "Classes" of the Fund's Portfolios is defined as Class A, Class B,
Class C and Class H shares of each Portfolio and any other classes which may
hereinafter be created by the Fund's Board of Directors.

2. SALE OF FUND SHARES.

The shares of each Class are to be sold only on the following terms:

(a) All subscriptions, offers or sales shall be subject to acceptance
or rejection by the Fund. Any offer or sale shall be conclusively presumed to
have been accepted by the Fund if the Fund shall fail to notify Investors of the
rejection of such offer or sale prior to the computation of the net asset value
of the applicable Class's shares next following receipt by the Fund of notice of
such offer or sale.
(b) No share of a Class shall be sold by Investors (i) for any amount
less than the net asset value of such share, computed as provided in the Bylaws
of the Fund, or (ii) for any consideration other than cash, or, pursuant to any
exchange privilege provided for by such Class's currently effective Prospectus
or Statement of Additional Information, shares of the corresponding Class of
shares of any other investment company for which Investors acts as an
underwriter. In addition, except as provided below or in the Class's currently
effective Prospectus or Statement of Additional Information, all shares of the
Fund's Portfolios sold by Investors shall be sold at the applicable public
offering price, as hereinafter defined, provided that, in the case of sales of
such shares to or through bona fide dealers in securities, Investors may allow,
or sell at, a discount from said public offering price to such dealers, which
discount

<PAGE>

shall be no greater than the "sales load" hereinafter referred to.
(c) The public offering price of the shares of the Fund's Portfolios
shall be the current net asset value thereof (computed as provided in the Bylaws
of the Fund) plus the applicable "sales load" or loading charge, if any, which
shall be such percentage of the public offering price, computed to the nearest
cent, as may be agreed upon by the Fund and Investors and specifically approved
by the Board of Directors of the Fund, provided that no schedule of sales loads
shall be effective until set forth in a prospectus of the Fund meeting the
requirements of the Securities Act of 1933. Said sales loads may be graduated
on a scale based on the dollar amount of shares sold.
(d) In connection with certain sales of shares, a contingent deferred
sales charge will be imposed in the event of a redemption transaction occurring
within a certain period of time following such a purchase, as described in each
Class's currently effective Prospectus and Statement of Additional Information.
(e) The front-end sales charge, if any, for any Class may, at the
discretion of the Fund and Investors, be increased, reduced or eliminated as
permitted by the Investment Company Act of 1940, and the rules and regulations
thereunder, as they may be amended from time to time, or as set forth elsewhere
in this Agreement, provided that, if necessary, such increase, reduction or
elimination shall be set forth in the Prospectus for such Class, and provided
that the Fund shall in no event receive for any shares sold an amount less than
the net asset value thereof. In addition, any contingent deferred sales charge
for any Class may, at the discretion of the Fund and Investors, be increased,
reduced or eliminated in accordance with the terms of an exemptive order
received from, or any applicable rule or rules promulgated by, the Securities
and Exchange Commission by the Fund, provided such increase, reduction or
elimination shall be set forth in the Prospectus for such Class.
(f) Investors may decline to offer for sale or sell shares of the
Fund in an amount the cumulative public offering price of which is less than
$500.00 or such smaller amount as it may from time to time fix.

3. INVESTMENT OF DIVIDEND AND DISTRIBUTIONS.

The Fund may extend to its shareholders the right to purchase shares issued
by each Class of the Fund at the net asset value thereof with the proceeds of
any dividend or capital gain distribution paid or payable by the Fund (or any
other fund for which Investors serves as underwriter) to its shareholders.

4. REGISTRATION OF SHARES.

The Fund agrees to make prompt and reasonable efforts to effect and keep in
effect, at its own expense, the registration or qualification of each Class's
shares for sale in such jurisdictions as the Fund may designate.

5. INFORMATION TO BE FURNISHED INVESTORS.

-2-
<PAGE>

The Fund agrees that it will furnish Investors with such information with
respect to the affairs and accounts of the Fund (and each Class and Portfolio
thereof) as Investors may from time to time reasonably require, and further
agrees that Investors, at all reasonable times, shall be permitted to inspect
the books and records of the Fund.

6. ALLOCATION OF EXPENSES.

During the period of this contract, the Fund shall pay or cause to be paid
all expenses, costs and fees incurred by the Fund which are not assumed by
Investors or Fortis Advisers, Inc. ("Advisers"). Investors agrees to provide,
and shall pay costs which it incurs in connection with providing personal,
continuing services to shareholders (such costs are referred to as "Shareholder
Servicing Costs"). Shareholder Servicing Costs include all expenses of
Investors incurred in connection with providing administrative or accounting
services to shareholders of each Class, including, but not limited to, an
allocation of Investor's overhead and payments made to persons, including
employees of Investors, who respond to inquiries of shareholders regarding their
ownership of Class shares, or who provide other administrative or accounting
services not otherwise required to be provided by the applicable Funds'
investment adviser or transfer agent. Notwithstanding the foregoing, if the
National Association of Securities Dealers, Inc. ("NASD") adopts a definition of
"service fee" for purposes of Section 26(d) of the NASD Rules of Fair Practice
that differs from a definition of Shareholder Servicing Costs in this paragraph,
or if the NASD adopts a related definition intended to define the same concept,
the definition of Shareholder Servicing Costs in this paragraph shall be
automatically amended, without further action of the parties, to conform to such
NASD definition. Investors shall also pay all costs of distributing the shares
of each Class ("Distribution Expenses"). Distribution expenses include, but are
not limited to, initial and ongoing sales compensation (in addition to sales
loads) paid to registered representatives of Investors and to other
broker-dealers and participating financial institutions; expenses incurred in
the printing of prospectuses, statements of additional information and reports
used for sales purposes; expenses of preparation and distribution of sales
literature; expenses of advertising of any type; an allocation of Investors'
overhead; payments to and expenses of persons who provide support services in
connection with the distribution of Fund shares; and other distribution-related
expenses. Advisers, rather than Investors, may bear the expenses referred to in
this paragraph, but Investors shall be primarily liable for such expenses until
paid.

7. COMPENSATION TO INVESTORS.

As compensation for all of its services provided and its costs assumed
under this contract, Investors shall receive the following forms of and amounts
of compensation:

(a) Investors shall be entitled to receive and retain the front-end
sales charge (if any) imposed in connection with sales of each Class, as set
forth in the applicable Class's current Prospectus. Up to the entire amount of
the front-end sales charge (if any) with respect to each applicable Class may be
reallowed by Investors to broker-dealers and participating financial

-3-
<PAGE>

institutions in connection with their sale of Fund shares. The amount of the
front-end sales charge (if any) may be retained or deducted by Investors from
any sums received by it in payment for shares so sold. If such amount is not
deducted by Investors from such payments, such amount shall be paid to Investors
by the Fund not later than five business days after the close of any month
during which any such sales were made by Investors and payment therefor received
by the Fund.
(b) Investors shall be entitled to receive any contingent deferred
sales charge imposed in connection with any redemption of applicable Class
shares, as set forth in each applicable Class's current Prospectus.
(c) Investors shall be entitled to receive the following l2b-1 fees,
payable under the Plan of Distribution adopted by each Class in accordance with
Rule 12b-1 under the Investment Company Act of 1940 (the "Plan"):

(i) CLASS A SHARES: Class A shares of each of the Portfolios
are obligated to pay Investors, the principal underwriter of the Fund's shares,
a total fee in connection with distribution-related services provided with
respect to Class A and in connection with the servicing of shareholder accounts
of said Class A. This fee shall be calculated and payable monthly at an annual
rate of .25% of the value of the Class's average daily net assets. All or a
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 Fund's Board of Directors. Until further
action by the Board of Directors, all of such fee shall be designated and
payable as a Distribution Fee.

(ii) CLASS B, CLASS C AND CLASS H SHARES: Class B, Class C
and Class H shares of the Portfolios are each obligated to pay Investors a total
fee in connection with the distribution-related services and servicing of
shareholder accounts provided for their respective Class. The total fee paid by
each Class shall be calculated and payable monthly, at an annual rate of 1.00%
of the value of the respective Class's 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 Fund's Board of Directors. Until further
action by the Board, 75% of such fee (.75 of 1.00%) shall be designated and
payable as a Distribution Fee and 25% of such fee (.25 of 1.00%) shall be
designated and payable as a Shareholder Servicing Fee.

(iii) FUTURE PORTFOLIOS AND/OR CLASSES: The 12b-1 fees for
Class A, Class B, Class C or Class H shares of any future Portfolios shall be as
determined by the Board of Directors of the Fund upon the creation of any such
Portfolios, but in no event shall such fees exceed any then existing limitations
imposed under any applicable rule or rules promulgated by the Securities and
Exchange Commission and/or the National Association of Securities Dealers, Inc.
Upon the creation of any new classes of shares for any or all of the Portfolios,
the respective levels of sales charges and 12b-1 fees shall be determined by the
Board of Directors of the Fund, subject to any necessary shareholder approval
and only in accordance with any applicable rule or rules promulgated by the
Securities and Exchange Commission and/or the National Association

-4-
<PAGE>

of Securities Dealers, Inc. All or any portion of the l2b-1 fees referred to in
this paragraph may be payable as a Distribution Fee, and all or any portion of
such l2b-1 fees may be payable as a Shareholder Servicing Fee, as determined
from time to time by the Fund's Board of Directors.

(iv) OTHER INFORMATION: Average daily net assets shall be
computed in accordance with the Prospectus of each applicable Class. Amounts
payable to Investors under the Plan may exceed or be less than Investor's actual
distribution expenses and shareholder servicing costs. In the event such
distribution expenses and/or shareholder servicing expenses exceed amounts
payable to Investors under the Plan, Investors shall not be entitled to
reimbursement from the Fund.

(d) In each year during which this contract remains in effect,
Investors will prepare and furnish to the Board of Directors of the Fund, and
the Board will review, on a quarterly basis written reports complying with the
requirements of Rule l2b-1 under the Investment Company Act of 1940 (the "1940
Act") that set forth the amounts expended under this contract and the Plan and
the purposes for which those expenditures were made.

8. LIMITATION OF INVESTORS' AUTHORITY.

Investors shall be deemed to be an independent contractor and, except as
specifically provided or authorized herein, shall have no authority to act for
or represent the Fund. In connection with its role as underwriter of Fund
shares, Investors shall at all times be deemed an agent of the Fund and shall
sell Fund shares to purchasers thereof as agent and not as principal.

9. SUBSCRIPTION FOR SHARES; REFUND FOR CANCELED ORDERS.

Investors shall effect the subscription of Fund shares as agent for the
Fund. In the event that an order for the purchase of shares of the Fund is
placed with Investors by a customer or dealer and subsequently canceled,
Investors, on behalf of such customer or dealer, shall forthwith cancel the
subscription for such shares entered on the books of the Fund, and, if Investors
has paid the Fund for such shares, shall be entitled to receive from the Fund in
refund of such payment the lesser of:
(a) the consideration received by the Fund for said shares; or
(b) the net asset value of such shares at the time of cancellation by
Investors.

10. INDEMNIFICATION OF THE FUND.

Investors agrees to indemnify the Fund against any and all litigation and
other legal proceedings of any kind or nature and against any liability,
judgment, cost or penalty imposed as a result of such litigation or proceedings
in any way arising out of or in connection with the sale or distribution of the
shares of the Fund by Investors. In the event of the threat or institution of
any such litigation or legal proceedings against the Fund, Investors shall
defend such action on behalf of the Fund at its own expense, and shall pay any
such liability, judgment, cost or penalty

-5-
<PAGE>

resulting therefrom, whether imposed by legal authority or agreed upon by way of
compromise and settlement; provided, however, Investors shall not be required to
pay or reimburse the Fund for any liability, judgment, cost or penalty incurred
as a result of information supplied by, or as the result of the omission to
supply information by, the Fund to Investors, or to Investors by a director,
officer, or employee of the Fund who is not an interested person of Investors,
unless the information so-supplied or omitted was available to Investors or the
Fund's investment adviser without recourse to the Fund or any such interested
person of the Fund.

11. FREEDOM TO DEAL WITH THIRD PARTIES.

Investors shall be free to render to others services of a nature either
similar to or different from those rendered under this contract, except such as
may impair its performance of the services and duties to be rendered by it
hereunder.

12. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.

(a) This Agreement shall be effective as to the Fortis Global Growth
Portfolio and each Class thereof on November 14, 1994. Unless sooner terminated
as hereinafter provided, this Agreement shall continue in effect only so long as
such continuance is specifically approved at least annually (a) by the Board of
Directors of the Fund, or with respect to a particular Class by the vote of the
holders of a majority of the outstanding voting securities of such Class, and
(b) by a majority of the directors who are not interested persons of Investors
or of the Fund, cast in person at a meeting called for the purpose of voting on
such approval; provided that, if a majority of the outstanding voting securities
of any of the Classes approves this Agreement, this Agreement shall continue in
effect with respect to such approving Class whether or not the shareholders of
any other Class of the Fund approve this Agreement.
(b) This Agreement may be terminated at any time without the payment
of any penalty by the vote of the Board of Directors of the Fund or by
Investors, upon sixty (60) days' written notice to the other party. This
Agreement may be terminated with respect to a particular Class at any time
without the payment of any penalty by the vote of the holders of a majority of
the outstanding voting securities of such Class, upon sixty (60) days' written
notice to Investors.
(c) This Agreement shall automatically terminate in the event of its
"assignment" (as defined by the provisions of the 1940 Act).
(d) Wherever referred to in this Agreement, the vote or approval of
the holders of a majority of the outstanding voting securities of a Class or the
Fund shall mean the vote of 67% or more of such securities if the holders of
more than 50% of such securities are present in person or by proxy or the vote
of more than 50% of such securities, whichever is less.

13. AMENDMENTS TO AGREEMENT.

No material amendment to this Agreement shall be effective until approved
by a vote of the Board of Directors of the Fund, including a majority of the
Directors who are not interested

-6-
<PAGE>

persons of the Fund and who have no direct or indirect financial interest in
this Agreement, cast in person at a meeting called for the purpose of voting on
such amendment. Additionally, no amendment to this Agreement that materially
increases the distribution fee and/or shareholder servicing fee payable by any
Class hereunder shall be effective until any necessary amendment to the
applicable Rule 12b-1 Plan has been approved by a vote of the holders of a
majority of the outstanding voting securities of the applicable Class and
approved by the Fund's Board of Directors as required under Rule 12b-1 under the
Investment Company Act of 1940.

14. NOTICES.

Any notice under this Agreement shall be in writing, addressed, delivered
or mailed, postage prepaid to the other party at such address as such other
party may designate in writing for receipt of such notice.

IN WITNESS WHEREOF, the Fund and Investors have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

FORTIS WORLDWIDE PORTFOLIOS, INC.

By: /s/ Edward M. Mahoney
--------------------------------------
Its President

FORTIS INVESTORS, INC.

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

-7-

<PAGE>

EXHIBIT(g).1

CUSTODY AGREEMENT

This agreement between Fortis Worldwide Portfolios, Inc. a corporation
organized and existing under the laws of Minnesota, having its principal place
of business at 500 Bielenberg Drive, Woodbury, Minnesota 55125, hereinafter
called the "Company," and First Bank National Association, a national banking
association, having its principal place of business at 120 South Sixth Street,
Minneapolis, Minnesota 55402, hereinafter called the "Custodian",

WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:

1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT.

The Company hereby employs the Custodian as the custodian of the
assets of its separate portfolio represented by its Series A Common Stock,
commonly known as the Fortis Global Growth Portfolio (the "Portfolio"),
including securities it desires to be held in places within the United States
("domestic securities") and securities it desires to be held outside of the
United States ("foreign securities") pursuant to the provisions of the Articles
of Incorporation. The Company agrees to deliver to the Custodian all securities
and cash of the Portfolio, and all payments of income, payments of principal or
capital distributions received by it with respect to all securities of the
Portfolio from time to time. All securities are to be held or disposed of by
the Custodian for, and subject at all times to the instructions of, the Company
pursuant to the terms of this Agreement. The Custodian shall have no power or
authority to assign, hypothecate, pledge or otherwise dispose of any such
securities, except pursuant to the directive of the Company and only for the
account of the Portfolio. The Custodian shall not be responsible for any
property of the Portfolio held or received by the Company and not delivered to
the Custodian.

The Custodian may employ as sub-custodians for the Portfolio's
securities and other assets the foreign banking institutions and foreign
securities depositories designated in Schedule "A" hereto as amended from time
to time but only in accordance with the provisions of Article 3. All
sub-custodians of the Custodian shall be subject to the instructions of the
Custodian and not to those of the Company and shall act solely as agents of the
Custodian.

2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIO HELD BY
THE CUSTODIAN IN THE UNITED STATES.

2.1 HOLDING SECURITIES. The Custodian shall hold and physically
segregate for the account of the Portfolio all non-cash property, to
be held by it in the United States, including all domestic securities
of the Portfolio, other than securities which are maintained pursuant
to Section 2.8 in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U. S.
Department of Treasury, collectively referred to herein as "Securities
System," or

<PAGE>

by an agent of Custodian as authorized in Section 2.7.

2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver
domestic securities of the Portfolio held by the Custodian or in a
Securities System account of the Custodian only upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the
Portfolio and receipt of payment therefor;

2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into by
the Company for the benefit of the Portfolio;

3) In the case of a sale effected through a Securities System,
in accordance with the provisions of Section 2.8 hereof;

4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Portfolio;

5) To the issuer thereof or its agent when such securities are
matured, called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other consideration
is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or nominees
of the Custodian or into the name or nominee name of any agent
appointed pursuant to Section 2.7 or into the name or nominee
name of any sub-custodian appointed pursuant to Article 1; or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units; PROVIDED that, in any such case, the new securities are to
be delivered to the Custodian.

7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall have
no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Custodian's own
negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the

<PAGE>

securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;

9) In the case of warrants, rights, or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that, in
any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

10) For delivery in connection with any loans of securities made
by the Company for the benefit of the Portfolio, BUT ONLY against
receipt of adequate collateral as agreed upon from time to time
by the Custodian and the Company , which may be in the form of
cash, obligations issued by the United States government, its
agencies or instrumentalities, or irrevocable bank letters of
credit acceptable to the Company, except that in connection with
any loans for which collateral is to be credited to the
Custodian's account in the book-entry system authorized by the
U. S. Department of the Treasury, the Custodian will not be held
liable or responsible for the delivery of securities of the
Portfolio prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowings
by the Company for the benefit of the Portfolio requiring a
pledge of assets from the Portfolio, BUT ONLY against receipt of
amounts borrowed;

12) For delivery in accordance with the provisions of any
agreement among the Company, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of the National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Company for
the benefit of the Portfolio;

13) For delivery in accordance with the provisions of any
agreement among the Company, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Company for the benefit of
the Portfolio; and

14) For any other proper corporate purpose, BUT ONLY upon
receipt of, in addition to Proper Instructions, a certified copy
of a resolution of

<PAGE>

the Board of Directors signed by an officer of the Company and
certified by the Secretary or Assistant Secretary, specifying the
securities to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to
whom delivery of such securities shall be made.

2.3 REGISTRATION OF SECURITIES. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the
name of the Portfolio or in the name of any nominee of the Portfolio
or of any nominee of the Custodian or in the name or nominee name of
any agent appointed pursuant to Section 2.7 or in the name or nominee
name of any sub-custodian appointed pursuant to Article 1. All
securities accepted by the Custodian on behalf of the Company under
the terms of this Agreement shall be in "street name" or other good
delivery form.

2.4 COLLECTION OF INCOME. The Custodian shall, or shall cause its
agent or sub-custodian to, collect on a timely basis all income and
other payments with respect to United States registered securities
held hereunder to which the Portfolio shall be entitled either by law
or pursuant to custom in the securities business and shall collect on
a timely basis all income and other payments with respect to United
States bearer securities if, on the date of payment by the issuer,
such securities are held by the Custodian or its agent or
sub-custodian thereof, unless such payment of income or other payment
is in default, and shall credit such income, as collected, to the
Portfolio's custodian account. Without limiting the generality of the
foregoing, the Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and when they
become due.

Unless Custodian is the lending agent in connection with
securities loaned by the Company for the benefit of the Portfolio,
income due the Portfolio on United States securities loaned pursuant
to the provisions of Section 2.2 (10) shall be the responsibility of
the Company and the Custodian will have no duty or responsibility in
connection therewith, other than to provide the Company with such
information or data as may be necessary to assist the Company in
arranging for the timely delivery to the Custodian of the income to
which the Portfolio is properly entitled.

2.5 PAYMENT OF PORTFOLIO MONEYS. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out moneys of the
Portfolio in the following cases only:

1) Upon the purchase of domestic securities, futures contracts
or options on futures contracts for the account of the Portfolio
but only (a) against the delivery of such securities, or evidence
of title to futures contracts or options on futures contracts, to
the Custodian (or any bank, banking firm or trust company doing
business in the United States or

<PAGE>

abroad which is qualified under the Investment Company Act of
1940, as amended, to act as a custodian and has been designated
by the Custodian as its agent for this purpose) registered in the
name of the Portfolio or in the name of a nominee of the
Custodian or Custodian's agent or sub-custodian or in proper form
for transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in
Section 2.8 hereof or (c) in the case of repurchase agreements
entered into between the Company for the benefit of the Portfolio
and a bank or a broker-dealer which is a member of NASD, against
delivery of the securities either in certificate form or through
an entry crediting the Custodian's account at the Federal Reserve
Bank with such securities;

2) In connection with conversion, exchange or surrender of
securities of the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or purchase of shares issued by the
Portfolio;

4) For the payments of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management,
accounting, transfer agent and legal fees, and operating expenses
of the Portfolio whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;

5) For payments in connection with the return of securities
loaned by the Company for the benefit of the Portfolio upon
receipt of such securities or the reduction of collateral upon
receipt of proper notice;

6) For the payment of any dividend declared pursuant to the
governing documents of the Portfolio;

7) For any other proper purpose, BUT ONLY upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution
of the Board of Directors of the Company signed by an officer of
the Company and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth
the purchase for which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the person or persons
to whom such payment is to be made.

2.6 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
PURCHASED. Custodian shall not make payment for the purchase of
domestic securities for the account of the Portfolio in advance of
receipt of the securities purchased in the absence of specific written
instructions from the Company to so pay in advance. In any and every
case where payment for purchase of domestic securities for the account
of the Portfolio is made by the Custodian in advance of receipt of the

<PAGE>

securities purchased in the absence of specific written instructions
from the Company to so pay in advance the Custodian shall be liable to
the Company for such securities.

2.7 APPOINTMENT OF AGENTS. The Custodian may at time or times in its
discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the Investment Company
Act of 1940, as amended, to act as a custodian, as its agent to carry
out such of the provisions of this Article 2 as the Custodian may from
time to time direct; PROVIDED, however, that the appointment of any
agent shall not relieve the Custodian of its responsibilities or
liabilities hereunder.

2.8 DEPOSIT OF SECURITIES IN SECURITIES SYSTEMS. The Custodian may
deposit and/or maintain domestic securities of the Portfolio in a
clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities Exchange Act of 1934, which acts
as a securities depository, or in the book-entry system authorized by
the U. S. Department of Treasury and certain federal agencies,
collectively referred to herein as "Securities System" in accordance
with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:

1) The Custodian may keep domestic securities of the Portfolio
in a Securities System provided that such securities are
represented in an account ("Account") of the Custodian in the
Securities System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;

2) The records of the Custodian with respect to domestic
securities of the Portfolio which are maintained in a Securities
System shall identify by book-entry those securities belonging to
the Portfolio;

3) The Custodian shall pay for domestic securities purchased
for the account of the Portfolio upon (i) receipt of advice from
the Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the records of
the Custodian to reflect such payment and transfer for the
account of the Portfolio. The Custodian shall transfer domestic
securities sold for the account of the Portfolio upon (i) the
simultaneous receipt of advice from the Securities System that
payment for such securities has been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian
to reflect such transfer and payment for the account of the
Portfolio. Copies of all records from the Securities System of
transfers of domestic securities for the account of the Portfolio
shall be maintained by the Custodian and be provided

<PAGE>

to the Company at its request. As part of its regular reporting
to the Company, the Custodian shall furnish to the Company
confirmation of each transfer to or from the account of the
Portfolio in the form of a written advice or notice.

4) The Custodian shall provide the Company with any report
obtained by the Custodian on the Securities System's accounting
system, internal accounting control and procedures for
safeguarding domestic securities deposited in the Securities
System;

5) The Custodian shall have received the initial certificate
required by Article 14 hereof;

6) Anything to the contrary in this Agreement notwithstanding,
the Custodian shall be liable to the Company for any loss or
damage to the Portfolio resulting from use of the Securities
System by reason of any negligence, misfeasance or misconduct of
the Custodian or any of its agents or of any of its or their
employees or from failure of the Custodian or any such agent to
enforce effectively such rights as it may have against the
Securities System; at the election of the Company, it shall be
entitled to be subrogated to the rights of the Custodian with
respect to any claim against the Securities System or any other
person which the Custodian may have as a consequence of any such
loss or damage if and to the extent that the Portfolio has not
been made whole for any such loss or damage.

2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts
for and on behalf of the Portfolio, into which account or accounts may
be transferred cash and/or securities, including securities maintained
in an account by the Custodian pursuant to Section 2.8 hereof, (i) in
accordance with the provisions of any agreement among the Company, the
Custodian and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any Futures Commission Merchant registered
under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements
in connection with transactions by the Company for the benefit of the
Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by
the Company for the benefit of the Portfolio or commodity futures
contracts or options thereon purchased or sold by the Company for the
benefit of the Portfolio, (iii) for the purposes of compliance by the
Company with the procedures required by Investment Company Act Release
No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts
by registered investment companies and (iv) for other

<PAGE>

proper corporate purposes, BUT ONLY, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors signed by an officer of the
Company and certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes.

2.10 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of income or
other payments with respect to domestic securities of the Portfolio
held by it and in connection with transfers of such securities.

2.11 REPORTS TO COMPANY BY INDEPENDENT PUBLIC ACCOUNTANTS. The
Custodian shall provide the Company, at such times as the Company may
reasonably require, with reports by independent public accountants on
the accounting systems, internal accounting control and procedures for
safeguarding securities, futures contracts and options on futures
contracts, including domestic securities deposited and/or maintained
in a Securities System, relating to the services provided by the
Custodian under this Agreement; such reports shall be of sufficient
scope and in sufficient detail as may reasonably be required by the
Company to provide reasonable assurance that any material inadequacies
would be disclosed by such examination, and, if there are no such
inadequacies, the reports shall so state.

3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIO HELD
OUTSIDE OF THE UNITED STATES.

3.1 APPOINTMENT OF FOREIGN SUB-CUSTODIANS. The Custodian is
authorized and instructed to employ as sub-custodians for the
Portfolio's securities and other assets maintained outside of the
United States the foreign banking institutions, foreign securities
depositories and foreign clearing agencies designated on Schedule A
hereto ("foreign sub-custodians").

Upon receipt of Proper Instructions, together with a certified
resolution of the Company's Board of Directors, the Custodian and the
Company may agree to amend Schedule A hereto from time to time to
designate additional foreign banking institutions, foreign securities
depositories and foreign clearing agencies to act as sub-custodians.
Each foreign banking institution shall be authorized to deposit
securities in foreign securities depositories and foreign clearing
agencies authorized pursuant to Rule 17f-5 under the Investment
Company Act of 1940. Upon receipt of Proper Instructions from the
Company the Custodian shall cease the employment of any one or more of
such sub-custodians for maintaining custody of the Portfolio's assets.

3.2 ASSETS TO BE HELD. The Custodian shall limit the securities and
other assets

<PAGE>

maintained in the custody of the foreign sub-custodian to: (a)
"foreign securities," as defined in paragraph (c)(1) of Rule 17f-5
under the Investment Company Act of 1940, and (b) cash and cash
equivalents in such amounts as the Custodian or the Company may
determine to be reasonably necessary to effect the Portfolio's foreign
securities transactions.

3.3 SEGREGATION OF SECURITIES. The Custodian shall identify on its
books as belonging to the Portfolio, the foreign securities of the
Portfolio held by each foreign sub-custodian. Each agreement pursuant
to which the Custodian employs a foreign banking institution shall
require that such institution establish a custody account for the
Custodian on behalf of its customers and physically segregate in that
account securities and other assets of the Custodian's customers, and,
in the event that such institution deposits the Portfolio's securities
in a foreign securities depository, the sub-custodian shall identify
on its books as belonging to the Custodian, as agent for the
Custodian's customers, the securities so deposited (all collectively
referred to as the "Account").

3.4 AGREEMENT WITH FOREIGN BANKING INSTITUTION. Each agreement with
a foreign banking institution shall provide that: (a) the Portfolio
assets will not be subject to any right, charge, security interest
lien or claim of any kind in favor of the foreign banking institution
or its creditors, except a claim of payment for their safe custody or
administration; (b) beneficial ownership for the Portfolio's assets
will be freely transferable without the payment of money or value
other than for custody or administration, which may include payment of
stamp duties or government taxes; (c) adequate records will be
maintained identifying the assets as belonging to the customers of
Custodian; (d) officers of or auditors employed by, or other
representatives of the Custodian, including independent public
accountants for the Company, will be given access to the books and
records of the foreign banking institution relating to its actions
given under its agreement with the Custodian or shall be given
confirmation of the contents of such books and records; and (e) assets
of the Portfolio held by the foreign sub-custodian will be subject
only to the instructions of the Custodian or its agents.

3.5 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE COMPANY. Upon request
of the Company, the Custodian will use its best efforts to arrange for
the independent accountants of the Company to be afforded access to
the books and records of any foreign banking institution employed as a
foreign sub-custodian insofar as such books and records relate to the
performance of such foreign banking institutions under its agreement
with the Custodian.

3.6 REPORTS BY CUSTODIAN. The Custodian will supply to the Company
from time to time, as mutually agreed upon, statements in respect of
the securities and other assets of the Portfolio held by foreign
sub-custodians, including but not

<PAGE>

limited to an identification of entities having possession of the
Portfolio's securities and other assets and advices or notifications
of any transfers of securities to or from each custodial account
maintained by a foreign sub-custodian for the Custodian on behalf of
the Portfolio indicating, as to securities acquired for the Portfolio,
the identity of the entity having physical possession of such
securities.

3.7 FOREIGN SECURITIES TRANSACTIONS.

1) Upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, the
Custodian shall make or cause its foreign sub-custodian to
transfer, exchange or deliver foreign securities of the
Portfolio, but except to the extent explicitly provided herein
only in any of the cases specified in Section 2.2.

2) Upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, the
Custodian shall pay out or cause its foreign sub-custodian to pay
out monies of the Portfolio, but except to the extent explicitly
provided herein only in any of the cases specified in Section
2.5.

3) Settlement and payment for securities received for the
account of the Portfolio and delivery of securities maintained
for the account of the Portfolio may, upon receipt of Proper
Instructions, be effected in accordance with the customary or
established securities trading or securities processing practices
and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer therefor (or
an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from
such purchaser or dealer.

4) With respect to any transaction involving foreign
securities, the Custodian or any sub-custodian in its discretion
may cause the Portfolio to be credited on either the contractual
settlement date or the actual settlement date with the proceeds
of any sale or exchange of foreign securities from the account of
the Portfolio and to be debited on either the contractual
settlement date or the actual settlement date for the cost of
foreign securities purchased or acquired for the Portfolio
according to Custodian's then current internal policies and
procedures pertaining to securities settlement, which policies
and procedures may change from time to time. Custodian shall
advise the Company of any changes to such policies and
procedures. Custodian may reverse any such credit or debit made
on the contractual settlement date if the transaction with
respect to which such credit or debit was made fails to settle
within a reasonable period, determined by Custodian in its
discretion, after the contractual

<PAGE>

settlement date except that if any foreign securities delivered
pursuant to this section are returned by the recipient thereof,
Custodian may cause any such credits and debits to be reversed at
any time.

5) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such entity's
nominee to the same extent as set forth in Section 2.3 of this
Agreement and the Company agrees to hold any such nominee
harmless from any liability as a holder of record of such
securities.

6) Until the Custodian receives written instructions to the
contrary the Custodian shall, or shall cause the sub-custodian to
collect all interest and dividends paid on securities held in the
Portfolio's account, unless such payment is in default. Unless
otherwise instructed, Custodian shall convert interest, dividends
and principal received with respect to securities in the
Portfolio's account into United States dollars and Custodian
shall perform foreign exchange contracts for the conversion of
United States dollars to foreign currencies for the settlement of
trades whenever it is practicable to do so through customary
banking channels. Customary banking channels may vary based upon
industry practice in each jurisdiction, and shall include the
banking facilities of Custodian's affiliates, in accordance with
such affiliate's then prevailing internal policy on funds
repatriation. All risk and expense incident to such foreign
collection and conversions is the responsibility of the
Portfolio's account and Custodian shall have no responsibility
for fluctuation in exchange rates affecting collections or
conversions.

3.8 FOREIGN SECURITIES LENDING. Notwithstanding any other provisions
contained in this Agreement, Custodian and any sub-custodian shall
deliver and receive securities loaned or returned in connection with
securities lending transactions only upon and in accordance with
Proper Instructions; provided, if Custodian is not the lending agent
in connection with such securities lending, then neither Custodian or
any sub-custodian shall undertake, or otherwise be responsible for,

1) marking to market values for such loaned securities,

2) collection of dividends, interest or other disbursements or
distributions made with respect to such loaned securities,

3) receipt of corporate action notices, communications, proxies
or instruments with respect to such loaned securities, and

4) custody, safekeeping, valuation or any other actions or
services with respect to any collateral securing any such
securities lending

<PAGE>

transactions.

In the event that Custodian is the Company's lending agent in
connection with a specific securities loan from the Portfolio,
Custodian shall undertake to perform all of the above duties with
regard to such loan, except that the Company shall not receive, nor be
enabled to vote, proxies in connection with such loaned security.

3.9 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to
which the Custodian employs a foreign banking institution as a foreign
sub-custodian shall require the institution to exercise reasonable
care in the performance of its duties and to indemnify, and hold
harmless, the Custodian and Custodian's customers from and against any
loss, damage, cost, expense, liability or claim arising out of such
sub-custodian's negligence, fraud, bad faith, willful misconduct or
reckless disregard of its duties. At the election of the Company, it
shall be entitled to be subrogated to the right of the Custodian with
respect to any claims against a foreign banking institution as a
consequence of any such loss, damage, cost, expense, liability or
claim if and to the extent that the Portfolio has not been made whole
for any such loss, damage, cost, expense, liability or claim.

3.10 MONITORING RESPONSIBILITIES. The Custodian shall furnish
annually to the Company information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Company in
connection with the initial approval of this Agreement. In addition,
the Custodian will promptly inform the Company in the event that the
Custodian learns of a material adverse change in the financial
condition of a foreign sub-custodian or is notified by a foreign
banking institution employed as foreign sub-custodian that there
appears to be a substantial likelihood that its shareholders' equity
will decline below $200 million (United States dollars or the
equivalent thereof) or that its shareholders' equity has declined
below $200 million (in each case computed in accordance with generally
accepted United States accounting principles).

3.11 BRANCHES OF UNITED STATES BANKS. Except as otherwise set forth
in this Agreement, the provisions hereof shall not apply where the
custody of the Portfolio assets maintained in a foreign branch of a
banking institution which is a "bank" as defined by Section 2(a) (5)
of the Investment Company Act of 1940 which meets the qualification
set forth in Section 26(a) of said Act. The appointment of any such
branch as a sub-custodian shall be governed by Article 1 of this
Agreement.

3.12 EXPROPRIATION INSURANCE. Custodian represents that it does not
intend to obtain any insurance for the benefit of the Portfolio which
protects against the imposition of exchange control restrictions or
the transfer from any foreign jurisdiction of the proceeds of sale of
any securities or against confiscation, expropriation or
nationalization of any securities or the assets of the issuer of such

<PAGE>

securities by a government of any foreign country in which the issuer
of such securities is organized or in which securities are held for
safekeeping either by Custodian or any sub-custodians in such country.
Custodian represents that its understanding of the position of the
Staff of the Securities and Exchange Commission is that any investment
company investing in securities of foreign issuers has the
responsibility for reviewing the possibility of the imposition of
exchange control restrictions which would affect the liquidity of such
investment company's assets and the possibility of exposure to
political risk, including the appropriateness of insuring against such
risk.

4. PROPER INSTRUCTIONS.

Proper Instructions as used herein means a writing signed or initialed
by one or more person or persons as the Board of Directors shall have from time
to time authorized. Each such writing shall set forth the specific transaction
or type of transaction involved, including a specific statement of the purpose
for which such action is requested. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. The Company shall cause all oral instructions to be confirmed in
writing. Upon receipt of a certificate of the Secretary or an Assistance
Secretary as to the authorization by the Board of Directors of the Company
accompanied by a detailed description of procedures approved by the Board of
Directors, Proper Instructions may include communication effected directly
between electro-mechanical or electronic devices provided that the Board of
Directors and the Custodian are satisfied that such procedures afford adequate
safeguards for the Portfolio's assets.

5. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.

The Custodian may in its discretion, or may cause its sub-custodian or
agent to, without express authority from the Company:

1) Submit securities to the issuer thereof or its agent when such
securities are matured, called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;

2) Submit securities for mandatory exchange or conversion pursuant
to any plan of merger, consolidation, recapitalization, reorganization
or readjustment of the securities of the issuer of such securities, or
pursuant to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such case,
the new securities and cash, if any, are to be delivered to the
Custodian;

3) Execute in the name of the Portfolio such ownership and other
certificates as may be required to obtain payments in respect thereto,
provided that the Company shall have furnished to the Custodian any
information necessary in connection with such certificates;

<PAGE>

4) Make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Agreement, PROVIDED, that all such payments shall be accounted for to
the Company;

5) Surrender securities in temporary form for securities in
definitive form;

6) Endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and

7) In general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except
asotherwise directed by the Board of Directors of the Company.

6. PROXIES, NOTICES, REPORTS, ETC.

If Custodian or any agent or sub-custodian shall receive any proxies,
notices, reports, or other communications relative to any of the securities of
the Portfolio in connection with tender offers, reorganizations, mergers,
consolidations, or similar events which may have material impact upon the issuer
thereof, Custodian shall, on its behalf or on the behalf of agent or
sub-custodian promptly transmit any such communication to the Company by means
which shall permit the Company to take timely action. As specifically requested
by the Company, Custodian shall execute or deliver or shall cause the nominee in
whose name securities are registered to execute and deliver to the company
proxies relating to securities in the custody account registered in the name of
such nominee, but without indicating the manner in which such proxies are to be
voted. Custodian shall take such reasonable steps to vote bearer securities in
accordance with written instructions of the Company timely received by Custodian
or such other person or person as designated in or pursuant to the Custodian's
Operations Manual. Custodian shall have no liability for any loss or liability
occasioned by delay in the actual receipt by them or any agent or sub-custodian
of notice of any payment, redemption, or other transaction regarding securities
in the custody account in respect of which it has agreed to take action as
provided in Section 3.7 hereof, unless such delay is a result of their own
negligence, fraud, or willful misconduct.

7. EVIDENCE OF AUTHORITY.

The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the
Company. The Company shall provide to Custodian a certified copy of a vote of
the Board of Directors of the Company as conclusive evidence (a) of the
authority of any person to act in accordance with such vote or (b) of any
determination or of any action by the Board of Directors pursuant to the
Articles of Incorporation as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Custodian of written
notice to the contrary. The Company shall provide to Custodian specimen

<PAGE>

signatures of those persons authorized to act on behalf of the Company by the
Board of Directors.

8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF
NET ASSET VALUE AND NET INCOME.

The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Directors of the Company to
keep the books of account of the Portfolio and/or compute the net asset value
per share of the outstanding shares of the Portfolio.

9. RECORDS.

The Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Company under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder.
Custodian shall also maintain records as directed by the Company in connection
with applicable federal and state tax laws and any other law or administrative
rules or procedures with may be applicable to the Company. With respect to
securities and cash deposited with a Securities System, a sub-custodian or an
agent of Custodian, the Custodian shall identify on its books all such
securities and cash as belonging to the Portfolio. All such records shall be
the property of the Company and shall at all times during the regular business
hours of the Custodian be open for inspection by duly authorized officers,
employees or agents of the Company. Such records shall be made available to the
Company for review by employees and agents of the Securities and Exchange
Commission. Custodian shall furnish to the Company, and its agents as directed
by the Company, as of the close of business on the last day of each month a
statement showing all transactions and entries for the account of the Portfolio
during that month, and all holdings as of month-end.

All records so maintained in connection with the performance of its
duties under this Agreement shall remain the property of the Company and, in the
event of termination of this Agreement, shall be delivered to the Company.
Subsequent to such delivery, and surviving the termination of this Agreement,
the Company shall provide the Custodian access to examine and photocopy such
records as the Custodian, in its discretion, deems necessary, for so long as
such records are retained by the Company.

10. OPTION OF COMPANY'S INDEPENDENT ACCOUNTANT.

Custodian shall provide to the Company's independent accountants the
books and records of the Portfolio's account with respect to its activities
hereunder in connection with the preparation of the Company's Form N-1A, and
Form N-SAR or other annual reports to the Securities and Exchange Commission and
with respect to any other requirements of such commission.

11. TRANSFER TAXES.

<PAGE>

The Company shall pay or reimburse the Custodian and any sub-custodian
for any transfer taxes payable upon transfers resulting from the termination of
this Agreement. The Custodian shall, and shall use its best efforts to cause
any sub-custodian to, execute such certificates in connection with securities
delivered to it or such sub-custodian under this Agreement as may be required,
under any applicable law or regulation, to exempt from taxation any transfers
and/or deliveries of any such securities which may be entitled to such
exemption.

12. COMPENSATION OF CUSTODIAN.

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Company and the Custodian.

13. RESPONSIBILITY OF CUSTODIAN.

So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties.
The Custodian shall be held to the exercise of reasonable care in carrying out
the provisions of this Agreement, but shall be kept indemnified by and shall be
without liability to the Company for any action taken or omitted by it in good
faith without negligence. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Company) on all matters, and shall
be without liability for any action reasonably taken or omitted pursuant to such
advice.

The Company agrees to indemnify and hold harmless the Custodian, any
sub-custodian or agent of Custodian, or any nominees thereof from all taxes,
charges, expenses, assessments, claims and liabilities (including counsel fees)
incurred or assessed against any such entity in connection with the performance
of this Agreement, except normal out-of-pocket expenses associated with
securities trading activities and except such as may arise from such entity's
own negligent action, negligent failure to act or willful misconduct. The
Custodian is authorized to charge any account of the Portfolio for such items.
In the event of any advance of cash for any purpose made by the Custodian
resulting from orders or instructions of the Company, or in the event that the
Custodian or any nominee thereof shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from such entity's own negligent
action, negligent failure to act or willful misconduct, any property at any time
held for the account of the Portfolio shall be security therefore.

The Custodian shall not be liable for any loss or damage to the
Portfolio resulting from participation in a securities depository unless such
loss or damage arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its failure to
enforce effectively such rights as it may have against any securities depository

<PAGE>

or from use of a sub-custodian or agent. Anything in the foregoing to the
contrary notwithstanding, the Custodian shall exercise, in the performance of
its obligations undertaken or reasonably assumed with respect to this Agreement,
reasonable care, for which the Custodian shall be responsible to the same extent
as if it were performing such duties directly and, in the case of foreign
agents, holding such securities and cash in the United States. The Custodian
shall be responsible for the securities and cash held by or deposited with any
sub-custodian or agent to the same extent as if such securities and cash were
directly held by or deposited with the Custodian. The Custodian hereby agrees
that it shall indemnify and hold the Portfolio harmless from and against any
loss which shall occur as a result of the failure of a foreign sub-custodian
holding the securities and cash to provide a level of safeguards for maintaining
the Portfolio's securities and cash not materially different from that provided
by a United States custodian holding such securities and cash in the United
States. It is also understood that the Custodian shall not have liability for
loss except by reason of the Custodian's negligence, fraud or willful
misconduct, or by reason of negligence, fraud or willful misconduct of any
sub-custodian or agent holding such securities or cash for the Portfolio.

The Custodian shall not be responsible for any loss of the Portfolio,
if such loss arises by reason of any cause or circumstances beyond the control
of the Custodian or any sub-custodian or agent acting on behalf of the
Custodian, including acts of civil or military authority, expropriation,
national emergency, Acts of God, insurrection, war, riots, or failure of
transportation, communication or power supply, or the failure of any person,
firm or corporation (other than the Custodian or any sub-custodian or agent
acting on behalf of the Custodian) to perform any obligation if such failure
results in any such loss.

14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.

This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; PROVIDED,
however, that the Custodian shall not act under Section 2.8 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Board of Directors of the Company have approved the initial
use of a particular Securities System as required in Rule 17f-4 under the
Investment Company Act of 1940, as amended; PROVIDED FURTHER, however, that the
Company shall not amend or terminate this Agreement in contravention of any
applicable federal or state regulations, or any provision of the Articles of
Incorporation, and further provided, that the Company may at any time by action
of its Board of Directors (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.

Upon termination of the Agreement, the Company shall pay to the
Custodian such compensation as may be due as of the date of such termination and
shall likewise reimburse the

<PAGE>

Custodian for its costs, expenses and disbursements.

Any notice or other communication authorized or required by this
Agreement to be given to the parties shall be sufficiently given if addressed to
such party and mailed postage prepaid or delivered to it at its office at the
address set forth below:

In the case of the Company: Fortis Worldwide Portfolios, Inc.
Mailing address: P.O. Box 64284
St. Paul, MN 55164

Street address: 500 Bielenberg Drive
Woodbury, MN 55125

In the case of the Custodian: First Bank National Association
c/o First Trust Center
180 East Fifth Street, 4th Floor
St. Paul, MN 55101
Attention: Global Custody Division

15. SUCCESSOR CUSTODIAN.

If a successor custodian shall be appointed by the Board of Directors
of the Company, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
account of the successor custodian all of the Portfolio's securities held in a
Securities System.

If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the Board
of Directors of the Company, deliver at the office of the Custodian and transfer
such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Directors shall have been delivered
to the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in the United States, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last published report,
of not less than $25,000,000, all securities, funds and other properties held by
the Custodian and all instruments held by the Custodian relative thereto and all
other property held by it under this Agreement and to transfer to an account of
such successor custodian all of the Portfolio's securities held in any
Securities System. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Agreement.

<PAGE>

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Company to procure the certified copy of the vote referred to or
of the Board of Directors to appoint a successor custodian, the Custodian shall
be entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties, and
the provision of this Agreement relating to the duties and obligations of the
Custodian shall remain in full force and effect.

16. INTERPRETIVE AND ADDITIONAL PROVISIONS: AMENDMENT.

In connection with the operation of this Agreement, the Custodian and
the Company may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, PROVIDED that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Articles of Incorporation of the Company. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement. No provisions of this Agreement may be amended or
modified except by a written agreement executed by all parties hereto and
authorized or approved by the Board of Directors of the Company.

17. MINNESOTA LAW TO APPLY.

This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with laws of the State of Minnesota.

18. PRIOR AGREEMENTS; NON-ASSIGNABILITY OF AGREEMENT.

This Agreement supersedes and terminates, as of the date hereof, all
prior agreements between the Company and the Custodian relating to the custody
of the Portfolio's assets. This Agreement shall not be assignable by any party
hereto; provided, however, that any entity in to which the Company or the
Custodian, as the case may be, may be merged or converted or with which it may
be consolidated, or any entity succeeding to all or substantially all of the
business of the Company or the custody business of the Custodian, shall succeed
to the respective rights and shall assume the respective duties of the Company
or the Custodian, as the case may be, hereunder.

19. GENERAL.

Nothing expressed or mentioned in or to be implied from any provision
of this Agreement is intended to, or shall be construed to give any person or
corporation other than the parties hereto, any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any covenant, condition or
provision herein contained, this Agreement and all of the covenants, conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of the parties hereto and their respective successors and assigns.

<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 16th day of July, 1992.

ATTEST FORTIS WORLDWIDE PORTFOLIOS, INC.

/s/Gregory S. Swanson By: /s/ward Mahoney
- ------------------------------ ------------------------------------

ATTEST FIRST BANK NATIONAL ASSOCIATION

/s/ Elizabeth Becker By: /s/ Robert Spies
- ------------------------------ ------------------------------------

<PAGE>

SCHEDULE A
FOREIGN SUB-CUSTODIAN BANKS

Country Bank
- ------- ----
<S> <C>
Australia, New Zealand Australia & New Zealand Banking Group Limited
Belgium Banque Paribas Belgique
Canada Canadian Imperial Bank of Commerce
Denmark Den Denske Bank Aktieselskab
Finland Kansallis Osake Pankki
France Banque Paribas
Germany Bayerische Vereinsbank
Hong Kong, Indonesia, Malaysia, Thailand Hong Kong & Shanghai Banking Corporation
Japan Sumitomo Trust & Banking Company Limited
The Netherlands Amsterdam Rotterdam Bank, N.V.
Norway Christiania Bank
Singapore United Overseas Bank
Spain Banco Bilbao Vizcaya, S.A.
Sweden Skandinaviska Enskilda Banken
United Kingdom Midland Bank plc

FOREIGN BRANCHES OF U. S. CUSTODIAN BANK

Country Bank
- ------- ----
Italy Citibank, N.A., Italy
Mexico Citibank, N.A., Mexico
Switzerland Citibank, N.A., Switzerland

MAJORITY OWNED SUBSIDIARIES OF U. S. CUSTODIAN BANK

None

DEPOSITORIES

Country Depository
- ------- ----------
Transnational Euro-Clear, Belgium
Transnational CEDEL S.A., Luxembourg
Australia Austraclear Ltd
Belgium Caisse Interprofessionnell de Depots et de
Virement de Titres (CIK]
Canada Canadian Depository for Securities [CDS)
Denmark Vaerdipapircentralen (VP]
France Societe Interprofessionelle pour la
Comensation des Valuers Mobilieres (SICOVAM]
Germany Deutscher Kassenverrin AG [DKV]
Italy Monte Titoli SpA
Japan Japan Securities Depository Center (JASDEC].
Mexico S.D. Indeval, S.A. de C.V. CINDEVAL)
The Netherlands Nederlands Centraal Instituut voor Firaal
Effectenverkeer [NECIGEF]
Norway Verdipapirsentraien (VPS]
Sweden Vaerdepappercentralen (VPC]
Switzerland Schweizerische Effektekn-Giro AG [SEGA]

</TABLE>

<PAGE>

EXHIBIT (g).3

SUBCUSTODIAN AGREEMENT

SUBCUSTODIAN AGREEMENT dated as of August 1, 1992, between First Bank
National Association, herein after called the Custodian, and First Trust
National Association, herein after called the Subcustodian.

WITNESSETH: That

WHEREAS, the Custodian has entered into (i) a Custody Agreement dated
as of July 16, 1992 (the "Worldwide Custody Agreement"), with Fortis Worldwide
Portfolios, Inc. ("Fortis Worldwide"), a Minnesota corporation, pursuant to
which the Custodian has been employed as the custodian of certain assets of
Fortis Worldwide and (ii) a Custody Agreement (the "Series Custody Agreement")
dated as of March 21, 1992, with Fortis Series Fund, Inc. ("Fortis Series"), a
Minnesota corporation, pursuant to which the Custodian has been employed as
custodian of certain assets of Fortis Series;

WHEREAS, the Subcustodian has entered into a custodian agreement dated
as of July 1, 1992, between Bankers Trust Company ("Bankers Trust") for the
purpose of providing global custody service for the customers of the
Subcustodian; and

WHEREAS, the Custodian has employed the Subcustodian as subcustodian
for domestic securities and desires to employ the Subcustodian as subcustodian
for foreign securities and use the global custody network provided through
Bankers Trust with respect to the Worldwide Custody Agreement and the Series
Custody Agreement; and

WHEREAS, the Custodian desires to provide for the employment of the
Subcustodian as subcustodian and the use of the global custody network provided
through Bankers Trust with respect to other custody agreements it may enter into
from time to time with other investment companies advised by Fortis Advisers,
Inc., provided that such other investment companies consent in writing to the
employment of the Subcustodian pursuant to this Subcustodian Agreement (such
consenting other investment companies together with Fortis Worldwide and Fortis
Series are sometimes referred to herein collectively as the "Fortis Funds" and
such respective other custody agreements together with the Worldwide Custody
Agreement and the Series Custody Agreement are sometimes referred to herein
collectively as the "Fortis Custody Agreements").

NOW, THEREFORE, in consideration of the premises, the Custodian and
the Subcustodian hereby agree as follows:

1. The Subcustodian shall act as subcustodian with respect to the
Fortis Custody Agreements and, in its subcustodian capacity, perform such duties
and obligations of the Custodian under the Fortis Custody Agreements as may be
agreed upon from time to time by the Subcustodian and the Custodian.

<PAGE>

2. The Custodian hereby represents and warrants to each of the
Fortis Funds that this Subcustodian Agreement will not reduce the Custodian's
obligations or reduce or adversely affect the rights of the Fortis Funds under
the respective Fortis Custody Agreements.

3. The Custodian shall:

(a) Compensate the Subcustodian as set forth in the applicable
Services Agreement between the Custodian and the Subcustodian.

(b) Indemnify and hold the Subcustodian harmless from and against any
and all actions or causes of action, claims, demands, liabilities, losses,
damages or expenses of whatsoever kind and nature, including, but not
limited to, reasonable attorneys' and accountant's fees and expenses, which
it may at any time sustain or incur in connection with its good faith
performance of each of the Fortis Custody Agreements and this Subcustodian
Agreement and instructions from the Custodian with respect thereto and of
the respective Fortis Fund with respect to the applicable Fortis Custody
Agreement

4. Without limitation of the Custodian's remedies, the Subcustodian
shall indemnify and hold the Custodian harmless from and against all losses,
damages and expenses suffered by the Custodian by reason of the Subcustodian's
gross negligence or willful misconduct in connection with this Subcustodian
Agreement and the transactions contemplated hereby.

5. The Subcustodian may not assign its obligations under this
Subcustodian Agreement or employ additional subcustodians for foreign securities
with respect to the Fortis Custody Agreements without the written consent of the
Custodian and of the respective Fortis Fund with respect to the applicable
Fortis Custody Agreement. If any one of the Fortis Funds consents to any such
assignment or employment, such assignment or employment shall be effective with
respect to such consenting Fortis Fund whether or not the other Fortis Funds
have consented to such assignment or employment. The Custodian shall provide to
the Fortis Funds advance written notice of any new or additional domestic
subcustodians for domestic securities selected by the Custodian or the
Subcustodian with respect to the Fortis Funds.

6. Either party may terminate this Subcustodian Agreement upon
written notice to the other.

7. This Subcustodian Agreement may be modified, amended or
supplemented at any time and from time to time by instrument in writing executed
by the parties, provided that the respective Fortis Fund with respect to the
applicable Fortis Custody Agreement consents thereto in writing. If any one of
the Fortis Funds consents to any such modification, amendment or supplement,
such modification, amendment or supplement shall be effective with respect to
such consenting Fortis Fund whether or not the other Fortis Funds have consented
to

<PAGE>

such assignment or employment.

IN WITNESS WHEREOF, each of the parties has caused this Subcustodian
Agreement to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the 1st day of August,
1992.

Attest: FIRST BANK NATIONAL ASSOCIATION

/s/ Christine A. Garrick By /s/ R.J. Tait
- ------------------------------ -------------------------------
Title: Trust Officer Title: Assistant Vice President

Attest: FIRST TRUST NATIONAL ASSOCIATION

/s/ Elizabeth Becker By /s/ Robert Spies
- ------------------------------ -------------------------------
Title: Secretary Title: Vice President

Consented and Agreed to:

FORTIS WORLDWIDE PORTFOLIOS, INC.

By /s/ John W. Norton
----------------------------
Title: Vice President

FORTIS SERIES FUND, INC.

By /s/ John W. Norton
----------------------------
Title: Vice President