FORTIS WORLDWIDE PORTFOLIOS INC, 485BPOS, 1999-03-01

FORTIS WORLDWIDE PORTFOLIOS INC
485BPOS, 1999-03-01

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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 MARCH 1, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. 13
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AND/OR

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No.
--------
(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:
Kathleen L. Prudhomme, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498

It is proposed that this filing will become effective (check appropriate box):

X immediately upon filing pursuant to paragraph (b) of Rule 485
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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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on (specify date) pursuant to paragraph (a) of Rule 485
-------
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.............................................................. 13
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............................................................................... 19
International Equity Portfolio........................................................................ 20
</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 an objective of long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Global Fund pursues its objective by investing primarily (at least 65% of total
assets) in common stocks of issuers located in various developed countries and
regions of the world, including the United States, Canada, the United Kingdom,
other Western European nations, Japan and Australia. The Fund focuses primarily
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 common stocks of U.S. and non-U.S. emerging growth
companies. These companies generally have smaller capitalization than
established growth companies. In selecting emerging growth companies, the Fund's
investment adviser looks for 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.

Although the Fund invests primarily in common stocks of issuers located in
developed countries, the Fund may invest in less-developed markets of the world.
In selecting emerging market securities, the Fund's investment adviser looks for
companies with characteristics similar to those of companies in developed
countries. These companies have the potential to benefit from the economic
growth of the developing region.

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 COMMON STOCKS. Prices of common stocks 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>

- 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 may 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. Stocks issued by companies
located in emerging markets may exhibit greater price volatility and have
less liquidity than stocks issued by companies located in developed foreign
markets.

- RISKS OF SMALLER-CAPITALIZATION COMPANIES. The stocks 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 GROWTH STOCKS. The Fund invests in stocks of both established
and emerging growth companies. If the Fund's investment adviser incorrectly
assesses a company's prospects for earnings growth, or if its judgment about
how other investors will value the company's earnings growth is wrong, then
the price of the company's stock may decrease, or it may not increase to the
level that the Fund's adviser had anticipated.

FUND PERFORMANCE

The bar chart and table indicate the risks of investing in the Fund by providing
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 DECEMBER 31 EACH YEAR

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C> <C>
BEST QUARTER: 21.01% (quarter ended December 31, 1998)
WORST QUARTER: -20.69% (quarter ended September 30, 1998)
</TABLE>

2
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
SINCE
SINCE INCEPTION*
INCEPTION* (CLASS B, H
ONE YEAR FIVE YEARS (CLASS A) AND C)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Class A shares....................................................... 4.92% 11.02% 12.86% n/a
Class B shares**..................................................... 5.79% n/a n/a 13.92%
Class H shares**..................................................... 5.83% n/a n/a 13.93%
Class C shares**..................................................... 8.43% n/a n/a 14.23%
MSCI World Index***.................................................. 24.80% 16.16% 14.63% 17.18%
</TABLE>

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

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

** With contingent deferred sales charge. 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 percentage of average net
assets)
Management fees.................. 1.00% 1.00% 1.00%
Distribution and/or service
(12b-1) fees................... 0.25% 1.00% 1.00%
Other expenses................... 0.17% 0.17% 0.17%
Total annual fund operating
expenses....................... 1.42% 2.17% 2.17%
</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............................. $ 613 $ 580 $ 220 $ 320 $ 220
3 years............................ 903 949 679 679 679
5 years............................ 1,214 1,344 1,164 1,164 1,164
10 years........................... 2,096 2,313 2,313 2,503 2,503
</TABLE>

3
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO

OBJECTIVE

International Fund has an objective of long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

International Fund pursues its objective by investing primarily (at least 65% of
total assets) in common stocks 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. common stocks, 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 common stocks of large, established
companies with market capitalizations of $5 billion or more.

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.

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 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.

FUND PERFORMANCE

A bar chart and performance table are not provided for the Fund because it has
not been in operation for a complete calendar year.

4
<PAGE>

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................... 0.25% 1.00% 1.00%
Other expenses................... 2.45% 2.45% 2.45%
Total annual fund operating
expenses....................... 3.70% 4.45% 4.45%
</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 1.00% for each share class, other expenses were 0.45%
for each share class and total fund operating expenses were 1.70% of average
daily net assets for Class A shares and 2.45% for Classes B, C and H shares.
Expense reimbursements may be discontinued at any time.

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:

<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............................. $ 830 $ 806 $ 446 $ 546 $ 446
3 years............................ 1,553 1,616 1,346 1,346 1,346
5 years............................ 2,295 2,436 2,256 2,256 2,256
10 years........................... 4,237 4,423 4,423 4,574 4,574
</TABLE>

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 4.00% during the first two years
after purchase, and declines thereafter to as low as 1.00% 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.

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,

6
<PAGE>

- 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, and

- 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.

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

7
<PAGE>

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 ("CDSC"). 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 CDSC 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 CDSC at the following rates. For additional information, see "How to sell
shares -- Contingent deferred sales charge."

<TABLE>
<CAPTION>
YEAR SINCE CONTINGENT DEFERRED
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
0.25% 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 $25 for the Pre-Authorized Check Plan, $50
for investments by mail, $100 for investments by telephone through the automated
Fortis Information Line and $500 for other investments by telephone or 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.

9
<PAGE>

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.

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 automated clearing house
authorization agreement form). 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 60 days notice before any such
change is made.

HOW TO SELL SHARES

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

REDEEMING 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 55164-0284.

10
<PAGE>
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.

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, or

- 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.

REDEEMING 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, extension
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'
procedures 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

11
<PAGE>

check, the mailing of your redemption check may be delayed by up to fifteen days
from the date of purchase. 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.

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, or

- 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.

12
<PAGE>

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 or distribution.

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.

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, if any, 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>
Global Fund....................................................................... 1.00%
International Fund................................................................ 1.00%*
</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 1.00% of the first $500 million of average daily net assets and 0.90% of
average daily net assets over $500 million.

PORTFOLIO MANAGERS

Lucinda S. Mezey supervises the portfolio management of the Funds. Ms. Mezey, an
Executive Vice President and Head of Equity Investments of Advisers since
October 1997, manages equity securities for Advisers. From 1995 to October 1997,
she was Chief Investment Officer, Alex Brown Capital Advisory and Trust Co.,
Baltimore, MD. From 1970 to 1995 she was employed by PNC Bank, Philadelphia,
Pennsylvania with her last position being Senior Vice President and Head of
Equity Investments.

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 objective by investing primarily in common stocks of
issuers located in various countries and regions of the world, including the
United States. The Fund's investments may include securities representing
underlying international securities, such as American Depositary Receipts and
Global Depositary Receipts, and securities of other investment companies. 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.

To generate income that will be used to defray Fund expenses, 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 common
stocks which trade in markets other than the United States. The Fund's
investments may include securities representing underlying international
securities, such as American Depositary Receipts and Global Depositary Receipts,
and 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.
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.

To generate income that will be used to defray Fund expenses, the Fund may lend
securities representing up to 30% of the value of its total assets to
broker/dealers and other institutions.

TEMPORARY INVESTMENTS

If, in the judgment of Advisers, business or financial conditions warrant, each
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 a Fund from participating in a market upswing and prevent
the Fund from achieving its investment objective.

15
<PAGE>

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. Attempts by a Fund to
minimize the effect of currency fluctuations through the use of foreign
currency hedging transactions may not be successful or the Fund's hedging
transactions may cause the Fund to be unable to take advantage of a
favorable change in the value of foreign currencies.

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 be 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.

RISK OF INVESTMENT RESTRICTIONS. Some countries, particularly emerging
market countries, restrict to varying degrees foreign investment in their
securities markets. In some circumstances, these restrictions may limit or
preclude investment in certain countries or may increase the cost of
investing in securities of particular companies.

FOREIGN TAX RISK. The Funds' income from foreign issuers may be subject to
non-U.S. withholding taxes. Each Fund also may be subject to taxes on
trading profits or on transfers of securities in some countries. To the
extent foreign income taxes are paid by a Fund, U.S. shareholders may be
entitled to a credit or deduction for U.S. tax purposes.

16
<PAGE>

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.

- 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 GROWTH STOCKS. Global Fund invests mainly in stocks of growth
companies and International Fund may also invest in such stocks. Stocks of
growth companies typically trade at higher multiples of current earnings
than other stocks. Therefore, the values of growth stocks may be more
sensitive to changes in current or expected earnings than the values of
other stocks. If Advisers incorrectly assesses a company's prospects for
earnings growth, or if its judgment about how other investors will value the
company's earnings growth is wrong, then the price of the company's stock
may decrease, or it may not increase to the level that Advisers had
anticipated.

- RISKS OF VALUE STOCKS. International Fund may invest in stocks of
companies whose shares appear inexpensive relative to anticipated profit and
dividend growth. These "value stocks" can remain undervalued for years.
There is a risk that a value stock may never reach what Advisers believes is
its full value, or it may even go down in value.

- RISKS OF FUTURES, OPTIONS AND FORWARD CONTRACTS TRANSACTIONS. Each Fund
may write covered call options on stocks, purchase put and call options on
stocks, and enter into stock index futures contracts and foreign currency
forward 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 or currency exchange rates.
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 currency, futures contract or option
and movements in the prices of the currency or 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. Year 2000 difficulties may be more pronounced in foreign
markets, and particularly in emerging markets.

17
<PAGE>

- 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 Funds' performance is
uncertain. The Funds may be affected by the Euro's impact on the business or
financial condition of European issuers held by the Funds. 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 Funds hold
non-U.S. dollar (Euro or other) denominated securities, they 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.

18
<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................ $ 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
- ------------------------------------------------------------------------------------------------------------------
Distributions to shareholders..................... -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------
Net asset value, end of year...................... $ 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 (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 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
- -----------------------------------------------------------------------------------------------------
Distributions to shareholders..................... -- -- -- --
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period.................... $ 22.54 $ 23.42 $ 20.98 $ 18.12
- -----------------------------------------------------------------------------------------------------
Total return @.................................... (3.76%) 11.63% 15.78% 24.11%
Net assets end of 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 (initial offering of shares) to October
31, 1995.

19
<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 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
- -----------------------------------------------------------------------------------------------------
Distributions to shareholders..................... -- -- -- --
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period.................... $ 22.55 $ 23.43 $ 21.00 $ 18.13
- -----------------------------------------------------------------------------------------------------
Total return @.................................... (3.76%) 11.57% 15.83% 24.18%
Net assets end of 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 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
- -----------------------------------------------------------------------------------------------------
Distributions to shareholders -- -- -- --
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period.................... $ 22.54 $ 23.42 $ 20.99 $ 18.12
- -----------------------------------------------------------------------------------------------------
Total return @.................................... (3.76%) 11.58% 15.84% 24.11%
Net assets end of 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 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 (initial offering of shares) to October
31, 1995.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
PERIOD ENDED OCTOBER 31, 1998
-------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO 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 and foreign currency
transactions.................................. (.12) (.12) (.12) (.12)
- -----------------------------------------------------------------------------------------------------
Total from operations............................. (.10) (.12) (.13) (.13)
- -----------------------------------------------------------------------------------------------------
Distributions to shareholders..................... -- -- -- --
- -----------------------------------------------------------------------------------------------------
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 2, 1998 (date shares first offered to public) 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 1.70% of average daily net assets for
Class A shares and 2.45% 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 3.70% and (1.43%) for Class A and 4.45% and (2.18%) for Classes B, C,
and H.

* Annualized.

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

20
<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 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>

<TABLE>
<S> <C>
FORTIS BENEFITS INSURANCE COMPANY FORTIS-SM-
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, MN 55164-0284 (800) 800-2000
http://www.ffg.us.fortis.com
</TABLE>

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, 5. For withdrawal, complete sections 1, 2,
4, 5.

1. FORTIS ACCOUNT INFORMATION

Account registration:
- -----------------------------------------------------------------
Owner (individual, first joint tenant, custodian, trustee)

- ---------------------------------------------------------------------------
Owner (second joint tenant, minor, trust name)

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

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

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

<TABLE>
<S> <C>
- ------------------------------------------------- ------------------------
Social security number (taxpayer I.D.) Daytime phone
</TABLE>

2. BANK/FINANCIAL INSTITUTION INFORMATION

<TABLE>
<S> <C> <C>
PLAN TYPE: / / New plan / / Bank change
ACCOUNT TYPE: / / Savings / / Checking
(must attach a voided (must attach a deposit
check) 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)

I request Fortis Financial Group (FFG) to obtain payment of sums becoming due
the company by charging my account in the form of electronic debit entries. I
request and authorize the financial institution named to accept, honor and
charge those entries to my account. Please allow 30 days for collected funds to
be available in your Fortis account.

<TABLE>
<S> <C> <C>
A. / / Invest via Fortis Information Line by phone
(minimum $100, maximum $25,000)
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
Beginning draft date: --------------------------------------

Account number: -----------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Fund
Class Amount
A B C H $25.00 per fund minimum
-----------
<S> <C> <C>
/ / / / / / / /
- -------------------------- --------------------------
/ / / / / / / /
- -------------------------- --------------------------
/ / / / / / / /
- -------------------------- --------------------------
/ / / / / / / /
- -------------------------- --------------------------
</TABLE>

4. WITHDRAWAL OPTION(S)

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.)

<TABLE>
<S> <C> <C>
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
Beginning withdrawal date: -------------------------------
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

98049 -C- Fortis, Inc. 1/99 The Fortis logo and Fortis-SM- are servicemarks of
Fortis (NL) N.V. and Fortis (B).

<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 GLOBAL GROWTH PORTFOLIO
FORTIS INTERNATIONAL EQUITY PORTFOLIO
EACH A SERIES OF FORTIS WORLDWIDE PORTFOLIOS, INC.

STATEMENT OF ADDITIONAL INFORMATION

DATED MARCH 1, 1999

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. Information
from the Fund's prospectus dated March 1, 1999 is incorporated by reference
into this Statement of Additional Information. 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.

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Fund History 3
Description of the Funds 3
Investment Policies and Restrictions 3
Investment Practices and Risk Considerations 8
Management of the Funds 20
Principal Holders of Securities 24
Investment Advisory and Other Services 25
Brokerage Allocation and Other Practices 29
Capital Stock 32
Pricing of Shares 32
Purchase of Shares 34
Redemption of Shares 37
Taxation 39
Underwriter and Distribution of Shares 41
Performance Information 42
Financial Statements 44
Other Service Providers 44
Limitation of Director Liability 44
Additional Information 45
Appendix A
Corporate Bond, Preferred Stock and Commercial Paper Ratings 46
Appendix B
Description of Futures, Options and Forward Contracts 51
</TABLE>

<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 is an open-end investment company which
means that a Fund generally must redeem an investor's shares upon request.
Although each Fund originally registered as a non-diversified fund as defined
under the 1940 Act, the Funds have in fact been operated as diversified funds
and will continue to be operated in that manner. Neither Fund will operate
as a non-diversified fund without first obtaining shareholder approval. The
1940 Act requires that at least 75% of a diversified fund's assets be
represented by cash and cash items (including receivables), U.S. Government
securities, securities of other investment companies, and other securities
for the purpose of this calculation limited in respect of any one issuer to
an amount not greater in value than 5% of the value of the total assets of
the fund and to not more than 10% of the outstanding voting securities of
such issuer.

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 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

<PAGE>

Global Fund's investment objective is long-term capital appreciation.
The Fund seeks its objective by investing primarily (at least 65% of total
assets) 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 objective, 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 Fund invests
approximately 55% to 65% (exclusive of collateral in connection with
securities lending) of its total assets in equity securities of 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
investment objective 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

<PAGE>

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 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:

<PAGE>

(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 investment objective is long-term capital
appreciation. International Fund seeks its objective by investing primarily
(at least 65% of total assets) 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. Although the Fund invests primarily in non-U.S. common
stocks, it 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).

Although it has no current intent to do so, 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.

<PAGE>

(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:

(1) Invest more than 15% of its net assets in illiquid securities.

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

<PAGE>

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.

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.

<PAGE>

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 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

<PAGE>

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.

EMERGING MARKETS. Global Fund may invest up to 45% of its total assets
and International Fund may invest without limit in equity securities in
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. Further, the economies of emerging
market countries generally are heavily dependent upon international trade
and, accordingly, have been and may continue to be adversely affected by
trade barriers, managed adjustments in relative currency values, and other
protectionist measures imposed or negotiated by the countries with which they
trade. These emerging market economies have also been and may continue to be
adversely affected by economic conditions in the countries with which they
trade.

As used in the Prospectus and this Statement of Additional Information,
emerging markets are countries categorized as emerging markets by the
International Finance Corporation, the World Bank's private sector division.
Such countries may be located in various regions of the world, such as the
Far East, Asia, Central Europe and Latin America, and may include but are not
limited to Indonesia, Malaysia, China, India, Mexico, Argentina, Chile,
Brazil, Peru, Hungary, Poland and the Czech Republic. Such markets tend to
be in the less economically developed regions of the world. General
characteristics of emerging market countries also include lower degrees of
political stability, a high demand for capital investment, a high dependence
on export markets for their major industries, a need to develop basic
economic infrastructures and rapid economic growth.

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
economic changes or individual corporate developments. During an economic
downturn or substantial period of rising interest rates, highly leveraged
issuers may experience financial stress

<PAGE>

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 corresponding 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

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, 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

<PAGE>

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. 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 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.

<PAGE>

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).

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. At the time a Fund enters into a
transaction on a when-issued or forward commitment basis, a segregated
account consisting of cash, U.S. Government securities or any security that
is not considered restricted or illiquid at least equal to the value of the
when-issued or forward commitment securities will be established and
maintained with the custodian and will be marked to the market daily. During
the period between a commitment and settlement, no payment is made for the
securities purchased by the purchaser and, thus, no interest accrues to the
purchaser from the transaction.

To the extent a Fund engages in when-issued or delayed delivery
transactions, it will do so for the purpose of acquiring portfolio
securities, except in the case of "roll" transactions, 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

<PAGE>

the settlement date if deemed advisable.

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.

RISK CONSIDERATIONS -- FIXED INCOME SECURITIES

INTEREST RATE RISK. Interest rate risk is the risk that the value of a
fixed-rate debt security will decline due to changes in market interest
rates. Because the Funds may invest in fixed-rate debt securities, they are
subject to interest rate risk. In general, when interest rates rise, the
value of a fixed-rate debt security declines. Conversely, when interest
rates decline, the value of a fixed-rate debt generally increases. Thus
shareholders bear the risk that increase in market interest rate will cause
the value of a Fund's investments to decline.

CREDIT RISK. Credit risk is the risk that the issuer of a debt security
will fail to make payments on the security when due. Because the Funds may
invest in debt securities, they are subject to credit risk.

CALL RISK. Many corporate bonds may be redeemed ("called") at the
option of the issuer at a specified price prior to their stated maturity
date. In general, it is advantageous for a corporate issuer to call its
bonds if they can be refinanced through the issuance of new bonds which bear
a lower interest rate than that of the called bonds. Call risk is the risk
that corporate bonds will be called during a period of declining market
interest rates so that such refinancing may take place.

"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.

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

<PAGE>

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.

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.

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.

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

<PAGE>

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.

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

<PAGE>

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
primarily for hedging purposes, 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 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 primarily 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,

<PAGE>

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.

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

<PAGE>

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 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. 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

<PAGE>

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.

<TABLE>
<CAPTION>
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
137 Chapin Parkway consultant.
Buffalo, New York

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

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

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

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

Dean C. Kopperud * 46 President Chief Executive Officer and a Director of
500 Bielenberg and Advisors, President and a Director of
Drive Director Investors, President of Fortis Financial
Woodbury, Minnesota Group, a 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
2760 Pheasant Road and Chief Executive Officer and a Director
Excelsior, of Advisers and Investors, Senior Vice
Minnesota President and a Director of Fortis
Benefits Insurance Company, and Senior
Vice President of Time Insurance Company.

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

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

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

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

<PAGE>

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

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

Lucinda S. Mezey 51 Vice Executive Vice President and Head of
One Chase Manhattan President Equity Investments of Advisers since
Plaza October 1997; from 1995 to October 1997,
New York, New York Chief Investment 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 Executive Vice President of Advisers since
90 South 7th President 1995; prior to 1995, Vice President of
Street, #5030 Advisers and Investors.
Minneapolis,
Minnesota

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

Diane M. Gotham 40 Vice Vice President of Advisers since 1998;
90 South 7th President from 1994 to 1998, securities analyst for
Street, #5030 Advisers.
Minneapolis,
Minnesota

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

Melinda S. Urion 45 Vice Since December 1997, Senior Vice President
500 Bielenberg President and Chief Financial Officer of Advisers.
Drive Prior to December 1997, Senior Vice
Woodbury, Minnesota President of Finance 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
220 South Sixth General Counsel.
Street
Minneapolis,
Minnesota
</TABLE>

- --------------------
* Mr. Kopperud is an "interested person" (as defined under the 1940 Act)
of Advisers and Fortis Tax-Free because he holds certain positions including
serving as Chief Executive Officer and a director of Advisers. Mr. Freedman
is an "interested person" of Advisers and Fortis Worldwide because he holds
certain positions including serving as Chairman and Chief Executive Officer
of Fortis, Inc., the parent company of Advisers.

Each director who is not affiliated with Advisers or Investors receives
a monthly fee of $100 per month from the Funds, $100 per meeting attended
from the Funds, and $100 per committee meeting attended from the Funds (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 $4,436 and
International Fund paid $100 (from date shares first offered to public on
March 2, 1998 to October 31, 1998) in legal fees and expenses to a law firm
of which the Funds' Secretary is a partner.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
FROM TOTAL COMPENSATION FROM
DIRECTOR FORTIS WORLDWIDE FUND COMPLEX*
-------- ---------------- -------------
<S> <C> <C>
Richard W. Cutting $1,800 $30,200
Dr. Robert M. Gavin $1,800 $29,200
Benjamin S. Jaffray $1,800 $20,400
Jean L. King $1,800 $30,200

<PAGE>

Edward M. Mahoney $1,800 $29,200
Robb L. Prince $1,800 $29,200
Leonard J. Santow $1,700 $29,050
Noel S. Shadko $1,800 $20,400
Joseph M. Wikler $1,800 $30,300
</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 5, 1999, no person owned of record or, to the Funds'
knowledge, beneficially as much as 5% of the outstanding shares of any Class
of Fund shares, except as follows:

INTERNATIONAL FUND. CLASS A -- Fortis Advisers, Inc., PO Box 64284, St.
Paul, MN (58%). CLASS B -- Nancy M. Craft, 79 Sloan St., Newport, VT (5%);
First Trust N.A., C/F Patrick E. Crowell IRA, PO Box 315, Longton, KS (5%);
First Trust N.A., C/F Joseph D. Centobene IRA, 5076 Lake Cir., Columbia, MD
(6%) and Prashant G. Gosai, 230 William Dr., Canonsburg, PA (8%). CLASS H --
Kevin J. and Gayle McKnight, 1260 Southpointe Dr., Red Bluff, CA (6%); First
Trust N.A., C/F Wm. Terry Edwards IRA, 1779 Wood Oak Dr., Cordova, TN (6%)
and First Trust N.A., C/F Debra C. Freece, 115 Dorchester Way, Harleysville,
PA (10%). CLASS C -- Nick Lidgett UTMA, 200 Oakbank Rd., Bakersfield, CA
(15%); Richard A. and Cynthia S. Niedens, 4313 N 119th St. West, Maize, KS
(17%) and Lyle R. Schumacher, RR7, Box 401, Mankato, MN (26%).

As of February 5, 1999, the directors and executive officers as a group
beneficially owned less than 1% of the outstanding shares of each class of
each Fund.

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

<PAGE>

acts pursuant to written agreements periodically approved by the directors or
shareholders. The address of each is that of the Funds. As of December 31,
1998, Advisers managed thirty-three investment company portfolios with
combined net assets of approximately $6.4 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 its 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.

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

<PAGE>

The Funds' advisory fees are higher than those paid by many other
investment companies; however, such fees are partially offset by the added
costs paid by Advisers for acting as the Funds' registrar, transfer agent and
dividend agent. 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.

Global Fund paid $979,766 for the fiscal year ended October 31, 1996,
$1,480,162 for the year ended October 31, 1997 and $1,592,206 for the year
ended October 31, 1998 in advisory and management fees. International Fund
paid $23,598 for the period from March 2, 1998 (date shares first offered to
public) 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.

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.

If International Fund's total annual operating expenses exceed, on an
annual basis, an amount equal to 1.70% of average daily net assets for Class
A shares and 2.45% for each of Class B, Class C and Class H shares, Advisers
has agreed to reimburse the Fund until its net assets exceed $20,000,000. In
addition, Advisers reserves the right, but shall not be obligated, to
institute voluntary expense reimbursement programs, which, if instituted,
shall be in such amounts and based on such terms and conditions as Advisers,
in its sole and absolute discretion, determines. Furthermore, Advisers
reserves the absolute right to discontinue any such reimbursement programs at
any time without notice to the Fund.

PLAN OF DISTRIBUTION

Fortis Worldwide has adopted a plan pursuant to Rule 12b-1 under the
1940 Act.

<PAGE>

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.

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 year ended October 31, 1998
for Global Fund and the period from March 2, 1998 to October 31, 1998 for
International Fund.

<PAGE>

<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL
FUND FUND
------- --------------
<S> <C> <C>
Advertising $ 0 $ 0
Printing and Mailing of Prospectuses to
Other than Current Shareholders 51,456 101
Compensation to Underwriters 404,131 4,491
Compensation to Dealers 0 0
Compensation to Sales Personnel 0 0
Interest, Carrying or Other Financing
Charges 0 0
Other (distribution-related compensation,
sales literature, supplies, postage,
toll-free phone) 216,609 2,560
------- -----
TOTAL $ 672,196 $ 7,152
</TABLE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

Advisers selects and (where applicable) negotiates commissions with
broker-dealers who execute trades for each Fund. In selecting a
broker-dealer to execute an equity trade, Advisers primarily considers
whether the broker-dealer can provide best execution on the trade including
best price for a security. Other factors that Advisers considers when
selecting a broker-dealer for an equity trade include:

- - competitive commissions commensurate with the value of research products *
and services provided to Advisers;
- - consistently good service quality;
- - adequate capital position;
- - broad market coverage;
- - continuous flow of information concerning bids and offers;
- - the ability to complete, clear and settle trades in a timely and efficient
manner;
- - capital usage;
- - specialized expertise;
- - access to new issues; and
- - the ability to handle large blocks of stock discreetly.

For a fund exclusively composed of debt, rather than equity securities,
portfolio transactions are effected with dealers without the payment of
brokerage commissions, but at net prices which usually include a spread or
markup. The volume of business done with a broker-dealer for fixed income
trades is based to a large extent on the availability and competitive price
of the fixed income securities that fit the strategy of the fixed income
portfolio. Best execution, the quality of research, making of secondary
markets and other services are also determining factors for the allocation of
business when buying and selling fixed income securities. If a broker-dealer
charging a higher commission or offering a larger spread is more reliable or
provides better execution than a broker-dealer charging a lower commission or
offering a smaller spread, then Advisers may select the broker-dealer
charging a higher commission or offering a larger spread for a particular
equity or fixed income trade.

Advisers may direct orders to broker-dealers who furnish research
products and services

<PAGE>

to Advisers as long as the broker-dealers meet the selection criteria
outlined above. The research products and services supplements Advisers' own
research and enables Advisers to obtain the views and information of others
prior to making investment decisions for the Funds. Advisers has not entered
and will not enter into any agreement with a broker-dealer that would prevent
Advisers from obtaining best execution on a trade. During fiscal year ended
October 31, 1998, the Funds directed brokerage commissions to broker-dealers
who provided research services to Advisers as follows: $3,912 to Autranet,
Inc., $414 to Bridge Trading Company and $1,054 to Instinet, Inc.

Advisers will authorize each Fund to pay an amount of commission for
effecting a securities transaction in excess of the amount of commission
another broker-dealer would have charged only if Advisers determines in good
faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker-dealer, viewed
in terms of either that particular transaction or Adviser's overall
responsibilities with respect to the accounts to which Advisers exercises
investment discretion. In 1998, the Funds generally paid higher commissions
than those obtainable from other broker-dealers in return for research
products and services.

Advisers believes that most research services obtained by it generally
benefit several or all of the investment companies, insurance company
accounts and private accounts which it manages, as opposed to solely
benefitting one specific managed fund or account. Such research services
include advice, both directly and in writing, as to the value of the
securities; the advisability of investing in, purchasing, or selling
securities; the availability of securities, or purchasers or sellers of
securities; and analysis and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy, and the
performance of accounts. Examples of some of the research products and
services that were furnished to Advisers in 1998 include:

- - hard copy securities research services;
- - securities research software database services;
- - electronic securities trading networks; and
- - statistical services useful to mutual fund directors and account
representatives in evaluating the relative performance of mutual fund
portfolios.

If a broker-dealer furnishes Advisers with non-research products and
services, Advisers will pay the broker-dealer for such products and services.
No client brokerage will be used to pay for non-research product and services.

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

<PAGE>

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.

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 $ 102,725 $ 205,035 $ 170,896
International Fund n/a n/a 14,407*
</TABLE>

* Period from inception (January 27, 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. The Funds
acquired the following securities of its regular brokers or dealers or parent
companies of such brokers or dealers during the fiscal period ended October
31, 1998:

<TABLE>
<CAPTION>
Value of Securities
Fund Owned at End of Period
- ---- ----------------------
<S> <C>
Global Fund
U.S. Bank N.A. $ 4,566,000
International Fund
U.S. Bank N.A. 14,000
</TABLE>

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

<PAGE>

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.

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.

PRICING OF SHARES

GLOBAL FUND

<PAGE>

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

CLASS A
Net Assets ($110,771,627) = Net Asset Value per Share ($23.18)
----------------------------------
Shares Outstanding (4,778,689)

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

$23.18 = Public Offering Price per Share
-------- ($24.34)
0.9525

CLASS B
Net Assets ($11,679,836) = Net Asset Value per Share ($22.54)
----------------------------------
Shares Outstanding (518,254)

CLASS C
Net Assets ($5,009,363) = Net Asset Value per Share ($22.55)
----------------------------------
Shares Outstanding (222,124)

CLASS H
Net Assets ($18,531,010) = Net Asset Value per Share ($22.54)
----------------------------------
Shares Outstanding (822,044)

INTERNATIONAL FUND

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

CLASS A
Net Assets ($3,362,379) = Net Asset Value per Share ($10.36)
----------------------------------
Shares Outstanding (324,420)

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

$10.36 = Public Offering Price per Share ($10.88)
0.9525

CLASS B
Net Assets ($143,450) = Net Asset Value per Share ($10.33)
----------------------------------
Shares Outstanding (13,889)

CLASS C
Net Assets ($30,981) = Net Asset Value per Share ($10.32)
----------------------------------
Shares Outstanding (3,001)

CLASS H
Net Assets ($267,160) = Net Asset Value per Share ($10.32)
----------------------------------
Shares Outstanding (25,891)

<PAGE>

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;
- 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;

<PAGE>

- 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

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

<PAGE>

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 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

<PAGE>

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 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 to
fairly 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

<PAGE>

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.

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

<PAGE>

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 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.

Some of the investment practices that may be employed by the Funds will
be subject to special provisions that, among other things, may defer the use
of certain losses of such Funds, affect the holding period of the securities
held by the funds and, particularly in the case of transactions in or with
respect to foreign currencies, affect the character of the gains or losses
realized. These provisions may also require the Funds to mark-to-market some
of the positions in their respective portfolios (i.e., treat them as closed
out) or to accrue original discount, both of which may cause such Funds to
recognize income without receiving cash with which to make distributions in
amounts necessary to satisfy the distribution requirements for qualification
as a regulated investment company and for avoiding income and excise taxes.
Accordingly, in order to make the required distributions, a Fund may be
required to borrow or liquidate securities. Each Fund will monitor its
transactions and may make certain elections in order to mitigate the effect
of these rules and prevent disqualification of the funds as regulated
investment companies.

If a Fund invests in zero coupon obligations upon their issuance, such
obligations will

<PAGE>

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.

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.

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 $1,098,908 and International Fund had a capital loss carryover
of $96,025 at October 31, 1998, which, if not offset by subsequent capital
gains, will expire in 2003 through 2006. It is unlikely the Board of

<PAGE>

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 your own tax adviser 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 and
distribution to the public of shares of the Funds, 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
and redemptions of Class B, C and H shares, as set forth in the Prospectus.
The following tables set forth the amount of underwriting commissions paid by
each Fund and the amount of such commissions retained by Investors.

<TABLE>
<CAPTION>
TOTAL UNDERWRITING COMMISSIONS
--------------------------------------------------
Fiscal year Fiscal year Fiscal period
ended ended ended
October 31, October 31, October 31,
1996 1997 1998
----------- ----------- --------------
<S> <C> <C> <C>
Global Fund $ 731,047 $ 679,460 $ 382,765
International Fund n/a n/a $ 23,948*

<CAPTION>
UNDERWRITING COMMISSIONS RETAINED BY INVESTORS
--------------------------------------------------
Fiscal year Fiscal year Fiscal period
ended ended ended
October 31, October 31, October 31,
1996 1997 1998
----------- ----------- -------------
<S> <C> <C> <C>
Global Fund $ 136,087 $ 171,323 $ 78,212
International Fund n/a n/a $ 5,491*
</TABLE>

* Period from March 2, 1998 (date shares first offered to public) to October
31, 1998.

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

<TABLE>
<CAPTION>
Net
Underwriting Compensation on
Discounts and Redemptions and Brokerage Other
Commissions Repurchases Commissions Compensation
------------- ---------------- ----------- ------------
<S> <C> <C> <C> <C>
Global Fund $ 349,081 $ 96,360 $ 0 $ 0
International
Fund $ 21,690 $ 880 $ 0 $ 0
</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

<PAGE>

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
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* (7.70%) 8.89% 11.39%
Class B Shares** (7.21%) -- 11.08%
Class C Shares** (4.72%) -- 11.59%
Class H Shares** (7.21%) -- 11.08%

AVERAGE ANNUAL TOTAL RETURNS
----------------------------------------
1 YEAR 5 YEARS SINCE INCEPTION
------ ------- ---------------
<S> <C> <C> <C>
INTERNATIONAL FUND***
Class A Shares -- -- (5.66%)
Class B Shares -- -- (4.70%)
Class C Shares -- -- (2.23%)
Class H Shares -- -- (4.79%)
</TABLE>

* Inception date: July 8, 1991.
** Inception date: November 14, 1994.
*** Inception date: March 2, 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:

<PAGE>

CTR = ( ERV+P ) 10
-----
P

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

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

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
GLOBAL FUND -----------------------
<S> <C>
Class A Shares* 120.23%
Class B Shares** 51.68%
Class C Shares** 54.45%
Class H Shares** 51.68%

INTERNATIONAL FUND
Class A Shares*** (5.66%)
Class B Shares*** (4.70%)
Class C Shares*** (2.23%)
Class H Shares*** (4.79%)
</TABLE>

* Inception date: July 8, 1991
** Inception date: November 14, 1994.
*** Inception date: March 2, 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.

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

<PAGE>

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 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

<PAGE>

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.

<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.

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.

<PAGE>

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.

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.

<PAGE>

"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.

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.

<PAGE>

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:

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.

<PAGE>

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.

<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 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.

<PAGE>

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.

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

<PAGE>

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.

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.

<PAGE>

OPTIONS ON FOREIGN CURRENCIES

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

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

<PAGE>

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 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.

<PAGE>

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.

<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) Incorporated by reference to Post-Effective Amendment No. 12 to the
Registrant's Registration Statement on Form N-1A filed with the Commission
on December 30, 1998.
* Filed herewith.

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

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

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

<PAGE>

constituting willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties as set forth in Section 17(h) and (i) of
the Investment Company Act of 1940).

ADVANCES. If a person is made or threatened to be made a party to a
proceeding, the person is entitled, upon written request to the Registrant, to
payment or reimbursement by the Registrant of reasonable expenses, including
attorneys fees and disbursements, incurred by the person in advance of the final
disposition of the proceeding, (a) upon receipt by the Registrant of a written
affirmation by the person of a good faith belief that the criteria for
indemnification set forth in Section 302A.521 have been satisfied and a written
undertaking by the person to repay all amounts so paid or reimbursed by the
Registrant, if it is ultimately determined that the criteria for indemnification
have been satisfied, and (b) after a determination that the facts then known to
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

<PAGE>

(a) STATE THE NAME OF EACH INVESTMENT COMPANY (OTHER THAN THE FUND) FOR WHICH
EACH PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING THE FUND'S SECURITIES ALSO
ACTS AS A PRINCIPAL UNDERWRITER, DEPOSITOR, OR INVESTMENT ADVISER.

Investors also acts as the principal underwriter for: Fortis 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.

<PAGE>

ITEM 30. UNDERTAKINGS

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

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement on Form N-1A
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Woodbury and State of Minnesota on the
1st day of March 1999.

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 March 1, 1999
- ----------------------------- executive officer)
Dean C. Kopperud

/s/ Tamara L. Fagely Treasurer (principal March 1, 1999
- ----------------------------- financial and accounting
Tamara L. Fagely officer)

Richard D. 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. Kopperu March 1, 1999
-------------------------------
Dean C. Kopperud, Attorney-in-Fact

<PAGE>

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Fortis Worldwide Portfolios, Inc.:

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

/s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 26, 1999