FORTIS WORLDWIDE PORTFOLIOS INC, 485BPOS, 2000-02-29

FORTIS WORLDWIDE PORTFOLIOS INC
485BPOS, 2000-02-29

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<PAGE> 1
1933 Act Registration No. 33-39906
1940 Act Registration No. 811-6297

As filed with the Securities and Exchange Commission on February 29, 2000

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
------
Post-Effective Amendment No. 14
------

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):
immediately upon filing pursuant to paragraph (b) of Rule 485
- -----
x on March 1, 2000 pursuant to paragraph (b) of Rule 485
- -----
75 days after filing pursuant to paragraph (a) of Rule 485
- -----
on (specify date) pursuant to paragraph (a) of Rule 485
- -----
60 days after filing pursuant to paragraph (a) of Rule 485
- -----
<PAGE> 2

[FORTIS Solid partners, flexible solutions(SM) LOGO]

Fortis Worldwide Portfolios Prospectus

March 1, 2000

- - Global Growth Portfolio
- - International Equity Portfolio

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
<PAGE> 3

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PAGE
<S> <C>
The Funds
Global Growth Portfolio................................... 1
International Equity Portfolio............................ 5

Shareholder Information
Choosing a share class.................................... 8
Determining your purchase price........................... 9
How to buy shares......................................... 11
How to sell shares........................................ 12
Dividend and capital gains distributions.................. 14
Tax considerations........................................ 15
Shareholder inquiries..................................... 15

Fund Management
Investment adviser........................................ 16
Portfolio managers........................................ 16

More Information on Fund Objectives, Investment Strategies
and Risks
Objectives................................................ 17
Investment strategies..................................... 17
Principal risks........................................... 18

Financial Highlights
Global Growth Portfolio................................... 20
International Equity Portfolio............................ 21
</TABLE>

<PAGE> 4

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 and expenses of each Fund. 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 capitalizations 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.

- 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.

1
<PAGE> 5

- 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.

2
<PAGE> 6

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
[BAR GRAPH]

<TABLE>
<S> <C> <C>
BEST QUARTER: 40.05% (quarter ended December 31, 1999)
WORST QUARTER: -20.69% (quarter ended September 30, 1998)
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS as of December 31, 1999

<TABLE>
<CAPTION>
SINCE INCEPTION* SINCE INCEPTION*
ONE YEAR FIVE YEARS (CLASS A) (CLASS B, H AND C)
-------- ---------- ---------------- ------------------
<S> <C> <C> <C> <C>
Class A shares............................... 48.15% 22.34% 17.21% N/A
Class B shares**............................. 50.78% 22.49% N/A 21.05%
Class H shares**............................. 50.71% 22.49% N/A 21.05%
Class C shares**............................. 53.77% 22.73% N/A 21.21%
MSCI World Index***.......................... 25.34% 20.24% 15.34% 20.10%
</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, 1999.

*** 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.

3
<PAGE> 7

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, 1999.

<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)..................................... none* 4.00% 1.00%
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............................................ .16% .16% .16%
Total annual fund operating expenses...................... 1.41% 2.16% 2.16%**
</TABLE>

- ------------------------------
* 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."

** Actual expenses for the period were lower than those shown in the table
because Advisers has waived expenses for 12b-1 fees charged in excess of
National Association of Securities Dealers limitations. Taking this into
account for the fiscal year ended October 31, 1999, the 12b-1 fee was .88%
and the total fund operating expenses were 2.04% for Class C.

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.................................... $ 612 $ 579 $ 219 $ 319 $ 219
3 years................................... 900 946 676 676 676
5 years................................... 1,209 1,339 1,159 1,159 1,159
10 years.................................. 2,086 2,303 2,303 2,493 2,493
</TABLE>

4
<PAGE> 8

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 Fund's investments include common stocks purchased in initial public
offerings (IPOs).

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 INITIAL PUBLIC OFFERINGS. Companies making initial public
offerings of their stock generally have limited operating histories and
prospects for future profitability may be uncertain. Prices of IPOs may
also be unstable due to the absence of a prior public market and the small
number of shares available for trading.

The Fund's total return during 1999 was benefited from its investments in
IPOs. The effect of IPOs on the Fund's total returns going forward may not
be as significant, either as a result of changes in the IPO market or
growth of the Fund's assets that may reduce the Fund's total return.

5
<PAGE> 9

FUND PERFORMANCE

The bar chart and table below provide you with information on International
Fund's volatility and performance. The bar chart is intended to show you how
performance of the Fund's Class A shares has varied from year to year. However,
because the Fund was not offered until March 2, 1998, only one calendar year of
information is available. 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. Sales loads are reflected in the table
which 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

[INTERNATIONAL EQUITY PORTFOLIO BAR GRAPH 118.00]

<TABLE>
<S> <C> <C>
BEST QUARTER: 56.36% (quarter ended December 31, 1999)
WORST QUARTER: 5.62% (quarter ended March 31, 1999)
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS as of December 31, 1999

<TABLE>
<CAPTION>
ONE YEAR SINCE INCEPTION+
-------- ----------------
<S> <C> <C>
Class A shares.............................................. 107.65% 56.71%
Class B shares*............................................. 112.72% 58.58%
Class H shares*............................................. 112.73% 58.51%
Class C shares*............................................. 115.41% 59.94%
MSCI EAFE**................................................. 27.30% 17.89%
</TABLE>

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

* With contingent deferred sales charge. Assumes redemption on December
31, 1999.

** An unmanaged index of the stocks of Europe, Australia and the Far
East.

+ Inception date: March 2, 1998.

6
<PAGE> 10

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 year ended October 31,
1999.

<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)..................................... none* 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............................................ 1.19% 1.19% 1.19%
Total annual fund operating expenses...................... 2.44% 3.19% 3.19%
</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 year ended October 31, 1999,
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 AT END OF ASSUMING
SHARES EACH PERIOD NO REDEMPTION EACH PERIOD NO REDEMPTION
------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
1 year................................. $ 710 $ 682 $ 322 $ 422 $ 322
3 years................................ 1,199 1,253 983 983 983
5 years................................ 1,714 1,849 1,669 1,669 1,669
10 years............................... 3,119 3,322 3,322 3,494 3,494
</TABLE>

7
<PAGE> 11

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,

8
<PAGE> 12

- 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 Fortis Advisers ("Advisers"), the Funds' adviser,
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

9
<PAGE> 13

plans, see the Statement of Additional Information or contact your broker/dealer
or sales representative. It is your obligation to notify your broker/dealer or
sales representative about your eligibility for either of the following plans.

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

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

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

CONTINGENT DEFERRED SALES CHARGES ("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 charges."

<TABLE>
<CAPTION>
CONTINGENT DEFERRED
YEAR SINCE PURCHASE SALES CHARGE
------------------- -------------------
<S> <C>
First...................................... 4.00%
Second..................................... 4.00%
Third...................................... 3.00%
Fourth..................................... 3.00%
Fifth...................................... 2.00%
Sixth...................................... 1.00%
Seventh.................................... none
Eighth..................................... none
</TABLE>

Investors receives the CDSC, in part to defray expenses incurred in selling
Class B and Class H shares. Investors pays broker/dealers who sell Class B
shares a concession equal to 4.00% of the amount invested and an annual fee of
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.

10
<PAGE> 14

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-$25,000 by telephone through the automated Fortis Information Line.

INVESTING BY WIRE

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

U.S. Bank National Association

ABA #091000022, credit account no: 1-702-2514-1341

Fortis Funds Purchase Account

For further credit to: (your name)

Fortis Account NBR (your account number)

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

INVESTING BY MAIL

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

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

11
<PAGE> 15

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.

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.
12
<PAGE> 16

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 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.

13
<PAGE> 17

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.

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.
14
<PAGE> 18

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. A significant portion of International Fund's distributions may consist
of short-term capital gains that are taxed at the same rates as ordinary income.

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.

15
<PAGE> 19

FUND MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Fortis Advisers, Inc. ("Advisers") is the investment adviser for the Funds and
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>

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.

16
<PAGE> 20

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.

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%).
17
<PAGE> 21

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.

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

18
<PAGE> 22

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 INITIAL PUBLIC OFFERINGS. International Fund's investments
include common stocks purchased in Initial Public Offerings (IPOs). Most
IPOs involve a higher degree of risk not normally associated with offerings
of more seasoned companies. Companies involved in IPOs generally have
limited operating histories, and their prospects for future profitability
may be uncertain. These companies are often engaged in new and evolving
businesses and are particularly vulnerable to competition and to changes in
technology, markets and economic conditions. They may be dependent on
certain key managers and third parties, need more personnel and other
resources to manage growth and require significant additional capital. They
may also be dependent on limited product lines and uncertain property
rights and they may need regulatory approvals. Investors in IPOs can be
affected by substantial dilution in the value of their shares due to sales
of additional shares, and by concentration of control in existing
management and principal shareholders. Stock prices of IPOs can also be
highly unstable due to the absence of a prior public market and the small
number of shares available for trading. The Fund's total return during 1999
benefited from its investments in IPOs. The effect of IPOs on the Fund's
total returns going forward may not be as significant, either as a result
of changes in the IPO market or growth of the Fund's assets that may reduce
the Fund's total return.

- 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.

- 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.

19
<PAGE> 23

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 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>
CLASS A
-------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
-------------------------------------------------------------------
GLOBAL GROWTH PORTFOLIO 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year.......................... $23.18 $23.92 $21.28 $18.24 $14.78
- ---------------------------------------------------------------------------------------------------------------------------------
Operations:
Investment loss - net..................................... (.17) (.12) (.07) (.06) (.09)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions........................... 8.22 (.62) 2.71 3.10 3.55
- ---------------------------------------------------------------------------------------------------------------------------------
Total from operations....................................... 8.05 (.74) 2.64 3.04 3.46
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders............................... -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year................................ $31.23 $23.18 $23.92 $21.28 $18.24
- ---------------------------------------------------------------------------------------------------------------------------------
Total return@............................................... 34.73% (3.09%) 12.41% 16.67% 23.41%
Net assets end of year (000s omitted)....................... $130,195 $110,772 $125,268 $107,607 $68,302
Ratio of expenses to average daily net assets............... 1.41% 1.42% 1.44% 1.51% 1.73%
Ratio of net investment loss to average daily net assets.... (.60%) (.44%) (.29%) (.33%) (.55%)
Portfolio turnover rate..................................... 49% 29% 30% 18% 27%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
CLASS B CLASS C
--------------------------------------------------------- ------------------
YEAR ENDED OCTOBER 31, YEAR ENDED OCTOBER 31,
--------------------------------------------------------- ------------------
GLOBAL GROWTH PORTFOLIO 1999 1998 1997 1996 1995+ 1999 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
year............................. $22.54 $23.42 $20.98 $18.12 $14.60 $22.55 $23.43
- -----------------------------------------------------------------------------------------------------------------------
Investment loss - net............ (.63) (.26) (.27) (.24) (.09) (.58) (.26)
Net realized and unrealized gain
(loss) on investments and
foreign currency
transactions................... 8.22 (.62) 2.71 3.10 3.61 8.22 (.62)
- -----------------------------------------------------------------------------------------------------------------------
Total from operations.............. 7.59 (.88) 2.44 2.86 3.52 7.64 (.88)
- -----------------------------------------------------------------------------------------------------------------------
Distributions to shareholders...... -- -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of year....... $30.13 $22.54 $23.42 $20.98 $18.12 $30.19 $22.55
- -----------------------------------------------------------------------------------------------------------------------
Total return@...................... 33.67% (3.76%) 11.63% 15.78% 24.11% 33.88% (3.76%)
Net assets end of period (000s
omitted)......................... $14,766 $11,680 $11,446 $5,735 $ 991 $5,375 $5,009
Ratio of expenses to average daily
net assets....................... 2.16% 2.17% 2.19% 2.26% 2.48%* 2.04%(a) 2.17%
Ratio of net investment loss to
average daily net assets......... (1.35%) (1.19%) (1.03%) (.99%) (1.42%)* (1.23%)(a) (1.20%)
Portfolio turnover rate............ 49% 29% 30% 18% 27% 49% 29%
- -----------------------------------------------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
CLASS H
- --------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
------------------------------------------------------------------
GLOBAL GROWTH PORTFOLIO 1999 1998 1997 1996 1995+
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year.......................... $22.54 $23.42 $20.99 $18.12 $14.60
- --------------------------------------------------------------------------------------------------------------------------------
Investment loss - net..................................... (.62) (.26) (.28) (.23) (.09)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions........................... 8.22 (.62) 2.71 3.10 3.61
- --------------------------------------------------------------------------------------------------------------------------------
Total from operations....................................... 7.60 (.88) 2.43 2.87 3.52
- --------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders............................... -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year................................ $30.14 $22.54 $23.42 $20.99 $18.12
- --------------------------------------------------------------------------------------------------------------------------------
Total return@............................................... 33.72% (3.76%) 11.58% 15.84% 24.11%
Net assets end of period (000s omitted)..................... $22,023 $18,531 $18,690 $10,765 $2,141
Ratio of expenses to average daily net assets............... 2.16% 2.17% 2.19% 2.26% 2.48%*
Ratio of net investment loss to average daily net assets.... (1.35%) (1.19%) (1.04%) (1.02%) (1.46%)*
Portfolio turnover rate..................................... 49% 29% 30% 18% 27%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

+ For the period from November 14, 1994 (commencement of operations) to
October 31, 1995.

(a) Advisers has waived expenses for 12b-1 fees charged in excess of National
Association of Securities Dealers limitations. For the year ending October
31, 1999, had the waiver not been made, ratios of expenses and net
investment income to average daily net assets would have been 2.16% and
(1.35%) respectively, for Class C.

20
<PAGE> 24

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
- -------------------------------------------------------------------------------------------------------
-----------------------------------------
CLASS A CLASS B
----------------- ----------------
INTERNATIONAL EQUITY PORTFOLIO 1999 1998** 1999 1998**
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period........................ $10.36 $10.46 $10.33 $10.45
- -------------------------------------------------------------------------------------------------------
Operations:
Investment gain (loss) - net.............................. -- .02 (.13) --
Net realized and unrealized gain (loss) on investments and
foreign currency transactions........................... 6.88 (.12) 6.88 (.12)
- -------------------------------------------------------------------------------------------------------
Total from operations....................................... 6.88 (.10) 6.75 (.12)
- -------------------------------------------------------------------------------------------------------
Distributions to shareholders:
From investment income - net.............................. (.10) -- (.03) --
- -------------------------------------------------------------------------------------------------------
Net asset value, end of period.............................. $ 17.14 $10.36 $17.05 $10.33
- -------------------------------------------------------------------------------------------------------
Total return@............................................... 66.90% (.96%) 65.56% (1.15%)
Net assets end of period (000s omitted)..................... $10,267 $3,362 $959 $143
Ratio of expenses to average daily net assets(a)............ 1.70% 1.70%* 2.45% 2.45%*
Ratio of net investment income to average daily net
assets(a)................................................. (.18%) .57%* (.93%) (.18%)*
Portfolio turnover rate..................................... 62% 43% 62% 43%
- -------------------------------------------------------------------------------------------------------
</TABLE>

* Annualized.

** For the period March 2, 1998 (date shares first offered to the public) to
October 31, 1998.

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

(a) Advisers has voluntarily undertaken to limit annual expenses for
International Equity (exclusive of interest, taxes, brokerage commission and
non-recurring extraordinary charges and expenses) to 1.70% of the average
daily net assets for Class A and 2.45% for Classes B, C, and H. For the year
ended October 31, 1999, 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 2.44% and (.92%) for Class A and 3.19% and
(1.67%) for Class B. For the period ended October 31, 1998, 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 a (2.18%) for Class B.

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
- --------------------------------------------------------------------------------------------------------
----------------------------------------
CLASS C CLASS H
---------------- ----------------
INTERNATIONAL EQUITY PORTFOLIO 1999 1998** 1999 1998**
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period........................ $10.32 $10.45 $10.32 $10.45
- --------------------------------------------------------------------------------------------------------
Operations:
Investment gain (loss) - net.............................. (.12) (.01) (.14) (.01)
Net realized and unrealized gain (loss) on investments and
foreign currency transactions........................... 6.88 (.12) 6.88 (.12)
- --------------------------------------------------------------------------------------------------------
Total from operations....................................... 6.76 (.13) 6.74 (.13)
- --------------------------------------------------------------------------------------------------------
Distributions to shareholders:
From investment income - net.............................. (.03) -- (.03) --
- --------------------------------------------------------------------------------------------------------
Net asset value, end of period.............................. $17.05 $10.32 $17.03 $10.32
- --------------------------------------------------------------------------------------------------------
Total return@............................................... 65.72% (1.24%) 65.53% (1.24%)
Net assets end of period (000s omitted)..................... $597 $31 $1,649 $267
Ratio of expenses to average daily net assets(a)............ 2.45% 2.45%* 2.45% 2.45%*
Ratio of net investment income to average daily net
assets(a)................................................. (.93%) (.18%)* (.93%) (.18%)*
Portfolio turnover rate..................................... 62% 43% 62% 43%
- --------------------------------------------------------------------------------------------------------
</TABLE>

* Annualized.

** For the period March 2, 1998 (date shares first offered to the public) to
October 31, 1998.

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

(a) Advisers has voluntarily undertaken to limit annual expenses for
International Equity (exclusive of interest, taxes, brokerage commission and
non-recurring extraordinary charges and expenses) to 1.70% of the average
daily net assets for Class A and 2.45% for Classes B, C, and H. For the year
ended October 31, 1999, 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 and 3.19% and (1.67%) for Class C and 3.19% and
(1.67%) for Class H. For the period ended October 31, 1998, the ratios of
expenses and net investment income to average daily net assets would have
been 4.45% and (2.18%) for Class C, and 4.45% and (2.18)% for Class H.

21
<PAGE> 25

(This page has been left blank intentionally.)
<PAGE> 26
FORTIS FINANCIAL GROUP
Fund management offered through Fortis Advisers, Inc. since 1949
Securities offered through Fortis Investors, Inc. member NASD, SIPC
Insurance products offered through Fortis Benefits Insurance
Company & Fortis Insurance Company
P.O. Box 64284, St. Paul, MN 55164-0284 (800) 800-2000
http://www.ffg.us.fortis.com

[FORTIS(SM) LOGO]

ACCOUNT APPLICATION Complete this application to open a new Fortis account or to
add services to an existing Fortis account. DO NOT USE TO OPEN A FORTIS IRA,
SEP, 403(B) OR FORTIS MONEY FUND ACCOUNT. If you have questions, please call
your Investment professional or Fortis customer service at 1-800-800-2000,
extension 3012. Please complete all sections, as submission of an incomplete
application may cause processing delays.

Mail to: FORTIS MUTUAL FUNDS, CM-9614, St. Paul, MN 55170-9614

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. (When one joint tenant dies, the other takes full ownership.)

[ ] 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
birthdate of minor.

[ ] TRUST: List trustees and trust title, including trust date, trust's
taxpayer ID number and include a photocopy of the first and last page of
the trust agreement.

[ ] CORPORATION, ASSOCIATION, PARTNERSHIP: Include full name, taxpayer ID
number. Also include a photocopy of articles of incorporation, partnership
agreements, etc.

[ ] FORTIS KEY PLAN: Include social security number.

[ ] QUALIFIED PLAN: For pooled 401(k) plans, trusts and pensions, include name
of plan, trustee, and plan's taxpayer ID number. (Do not use this
application for a Fortis IRA.)

[ ] OTHER:
---------------------------------------------------------------------

- --------------------------------------------------------------------------------
Owner (individual, first joint tenant, custodian, trustee) (Please print.)

- --------------------------------------------------------------------------------
Owner (second joint tenant, minor, trust name) (Please print.)

- --------------------------------------------------------------------------------
Additional information, If needed

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

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

- --------------------------------------------------------------------------------
Social security number (taxpayer ID)

- --------------------------------------------------------------------------------
Joint tenant 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
-------------------------------------------

2. INVESTMENT ACCOUNT

A. PHONE ORDERS
Was order previously phoned in? If yes, date
------------------------------------

Confirmation no. Account no.
----------------------------- ------------------------

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

1) $
--------------------------- -------------------- A [ ] B [ ] C [ ] H [ ]
FUND NAME AMOUNT OR PERCENT CLASS

2) $
--------------------------- -------------------- A [ ] B [ ] C [ ] H [ ]
FUND NAME AMOUNT OR PERCENT CLASS

3) $
--------------------------- -------------------- A [ ] B [ ] C [ ] H [ ]
FUND NAME AMOUNT OR PERCENT CLASS

4) $
--------------------------- -------------------- A [ ] B [ ] C [ ] H [ ]
FUND NAME AMOUNT OR PERCENT CLASS

5) $
--------------------------- -------------------- A [ ] B [ ] C [ ] H [ ]
FUND NAME AMOUNT OR PERCENT CLASS

3. SUITABILITY

NOTE: MUST BE COMPLETED WITH EACH FUND APPLICATION UNLESS YOU PROVIDE
SUITABILITY INFORMATION TO YOUR BROKER/DEALER ON A DIFFERENT FORM.

- --------------------------------------------------------------------------------
Employer State in which application was signed

- --------------------------------------------------------------------------------
Business address

- --------------------------------------------------------------------------------
City, state, zip

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

Is customer associated with or employed by another NASD member?
[ ] yes [ ]no

ESTIMATED ANNUAL INCOME $ [ ] declined
(all sources) ---------------

ESTIMATED NET WORTH $ [ ] declined
(exclusive of family residence) ---------------

ESTIMATED TAX BRACKET % [ ] declined
---------------
SOURCE OF FUNDS
-----------------------------------------------------------------

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

95749 (c) Fortis, Inc. 12/99

The Fortis brandmark and Fortis(R) are servicemarks of Fortis (B) and Fortis
(NL).

<PAGE> 27

ACCOUNT APPLICATION continued

4. 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 no.
-------------------------------------- --------------------------------
Name SS no.
-------------------------------------- --------------------------------
Name SS no.
-------------------------------------- --------------------------------

5. EXEMPTION FROM SALES CHARGE

CHECK IF APPLICABLE (for net asset value purchases):

[ ] I am a member of one of the categories of persons listed under "Exemptions
from sales charge" in the prospectus. I qualify for exemption from the sales
charge because .
----------------------------------------------------

[ ] I was, within the past sixty 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.

6. 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 7 for payment
options.)

[ ] Dividends and capital gains in cash (See section 7 for payment options.)

[ ] Distributions into another Fortis fund (MUST BE SAME CLASS).

- --------------------------- --------------------------------------------------
Fund name Fund/account no. (if existing account)

7. WITHDRAWAL OPTIONS
A. CASH DIVIDENDS

PLEASE FORWARD THE PAYMENT TO:

[ ] 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.

7. WITHDRAWAL OPTIONS continued
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
------------------------------------------------------

FREQUENCY: [ ] monthly [ ] semiannually
[ ] quarterly [ ] annually

PLEASE FORWARD THE PAYMENT TO:

[ ] 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. Signature guarantee is required to send to any place other than
address of record.)

[ ] via U.S. mail
[ ] via ACH (electronic transfer)

[ ] My address of record.

C. TELEPHONE OPTIONS

1. TELEPHONE EXCHANGE. All exchanges must be into accounts that have the
identical registration-ownership. All authorized signatures listed in
section 14 (or your registered representative with shareholder consent) can
make telephone transfers. A new application is required for investment in a
new fund.

2. TELEPHONE REDEMPTION ($25,000 LIMIT AND NOT AVAILABLE FOR QUALIFIED PLANS)
If you have not changed your address in the past sixty days, you are
eligible for this service. This option allows all authorized signatures in
section 14 (or your registered representative with shareholder consent) to
redeem up to $25,000 from your Fortis account.

PLEASE FORWARD THE PAYMENT TO:

[ ] 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.

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

95749 (C) Fortis, Inc. 12/99

<PAGE> 28
ACCOUNT APPLICATION continued

8. 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 thirteen-month period
--------------------------------
beginning (not more than ninety days prior
------------------------------------
to this application). I understand that an additional sales charge must be paid
if I do not complete my purchase.

9. 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 [ ] semiannually [ ] annually

Fund selected Percentage
(up to five) (whole percent)

1)
------------------------------------------- --------------------------
2)
------------------------------------------- --------------------------
3)
------------------------------------------- --------------------------
4)
------------------------------------------- --------------------------
5)
------------------------------------------- --------------------------

10. 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 made within the SAME
CLASS. See prospectus for details.

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

FUND(S) TO RECEIVE INVESTMENT(S):

Fund Amount to invest monthly
- ------------------------------------ ---------------------------------------

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

11. SYSTEMATIC INVESTMENT PLAN [ ] yes [ ] no

These plans may be established with automatic withdrawals of $25 or more each
month.

Complete the automated clearing house (ACH) authorization agreement Form in the
prospectus and attach a VOIDED check from your bank checking account.

12. OTHER SPECIAL INSTRUCTIONS

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

13. 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

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

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

I/WE 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 THIRTY-ONE PERCENT
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

95749 (C) Fortis, Inc. 12/99
<PAGE> 29

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

P.O. Box 64284 St. Paul, MN 55164-0284 (800) 800-2000

http://www.ffg.us.fortis.com
FORTIS MUTUAL FUND
AUTOMATED CLEARING HOUSE (ACH) AUTHORIZATION AGREEMENT [FORTIS LOGO]
Please complete each section below to establish ACH capability to your Fortis
Mutual Fund Account.
For personal service, please call your investment professional or Fortis at
(800) 800-2000, extension 3012.
For investment options, complete sections 1, 2, 3. For withdrawal, complete
sections 1, 2, 4, 5.

1 FORTIS ACCOUNT INFORMATION

ACCOUNT REGISTRATION:

- ------------------------------------------------------------------
OWNER (INDIVIDUAL, FIRST JOINT TENANT, CUSTODIAN, TRUSTEE)

- ------------------------------------------------------------------
OWNER (SECOND JOINT TENANT, MINOR, TRUST NAME)

- ------------------------------------------------------------------
ADDITIONAL INFORMATION, IF NEEDED

- ------------------------------------------------------------------
STREET ADDRESS

- ------------------------------------------------------------------
CITY STATE ZIP

- -------------------------------- --------------------------------
SOCIAL SECURITY NUMBER (TAXPAYER I.D.) DAYTIME PHONE

2 BANK/FINANCIAL INSTITUTION INFORMATION

<TABLE>
<S> <C> <C>
Plan type: [ ] NEW PLAN [ ] BANK CHANGE
Account type: [ ] CHECKING [ ] SAVINGS
(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

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 BY FORTIS INFORMATION LINE BY PHONE
(MINIMUM $100, MAXIMUM $150,000)
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>
CLASS AMOUNT
FUND A B C H $25.00 PER FUND MINIMUM
<S> <C> <C>
[ ] N N N
- --------------------------------- --------------------
[ ] N N N
- --------------------------------- --------------------
[ ] N N N
- --------------------------------- --------------------
[ ] N N N
- --------------------------------- --------------------
</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

EACH PERSON SIGNING ON BEHALF OF ANY ENTITY REPRESENTS THAT HIS OR HER ACTIONS
ARE AUTHORIZED. IT IS AGREED THAT ALL FORTIS FUNDS, FORTIS INVESTORS, FORTIS
ADVISERS AND THEIR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES WILL NOT BE LIABLE
FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE FOR RELYING UPON THIS APPLICATION OR
ANY INSTRUCTION BELIEVED GENUINE.

THIS AUTHORIZATION WILL REMAIN IN EFFECT UNTIL I NOTIFY FFG. I HEREBY TERMINATE
ANY PRIOR AUTHORIZATION OF FFG TO INITIATE CHARGES TO THIS ACCOUNT. I UNDERSTAND
THAT ANY RETURNED ITEM OR REDEMPTION OF THE ENTIRE ACCOUNT MAY RESULT IN
TERMINATION OF MY AUTOMATED CLEARING HOUSE AGREEMENT. THIS AUTHORIZATION WILL
BECOME EFFECTIVE UPON ACCEPTANCE BY FFG AT ITS HOME OFFICE.

AUTHORIZED SIGNATURE(S)

X
- ------------------------------------------------------------------
OWNER, CUSTODIAN, TRUSTEE DATE

X
- ------------------------------------------------------------------
JOINT OWNER, TRUSTEE DATE

THE FORTIS LOGO AND FORTIS(SM) ARE SERVICEMARKS OF FORTIS (NL)N.V. AND FORTIS
(B)

98049 (11/99)
<PAGE> 30

[FORTIS(SM) LOGO]

FORTIS FINANCIAL GROUP
P.O. Box 64284
St. Paul, Minnesota 55164-0284
BULK RATE
U.S. POSTAGE
PAID
Permit No, 3794
Minneapolis, MN

Prospectus

March 1, 2000

- - Global Growth Portfolio

- - International Equity Portfolio

SEC file number: 811-6297

[FORTIS(SM) 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, MN 55164-0284 - (800) 800-2000
http://www.ffg.us.fortis.com

96020 (C)Fortis, Inc. 3/00

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 (NL) N.V. and Fortis
(B).
<PAGE> 31
FORTIS GLOBAL GROWTH PORTFOLIO
FORTIS INTERNATIONAL EQUITY PORTFOLIO
EACH A SERIES OF FORTIS WORLDWIDE PORTFOLIOS, INC.

STATEMENT OF ADDITIONAL INFORMATION

DATED MARCH 1, 2000

This Statement of Additional Information is NOT a prospectus. This
Statement of Additional Information relates to a prospectus for Fortis Worldwide
Portfolios dated March 1, 2000 and should be read in conjunction therewith.
Global Growth Portfolio ("Global Fund") and International Equity Portfolio
("International Fund") are collectively referred to as the "Funds." The
financial statements included as a part of the Funds' Annual Report to
Shareholders for the fiscal year ended October 31, 1999 are incorporated by
reference to this Statement of Additional Information. Copies of the Fund's
Prospectus and/or Annual Report are available, without charge, by writing or
calling Fortis Investors, Inc. ("Investors") at P.O. Box 64284, St. Paul,
Minnesota 55164. Telephone: (651) 738-4000. Toll Free (800) 800-2000.

<PAGE> 32

TABLE OF CONTENTS

Page
<S> <C>

Fund History 3

Description of the Funds 3

Investment Strategies and Risk Considerations 3

Investment Restrictions 13

Management of the Funds 16

Principal Holders of Securities 20

Investment Advisory and Other Services 20

Brokerage Allocation and Other Practices 23

Capital Stock 26

Pricing of Shares 26

Purchase of Shares 28

Redemption of Shares 30

Taxation 32

Underwriter and Distribution of Shares 33

Performance Information 34

Financial Statements 36

Other Service Providers 36

Limitation of Director Liability 36

Additional Information 37

Appendix A
Corporate Bond, Preferred Stock and Commercial Paper Ratings 38
Appendix B
Description of Futures, Options and Forward Contracts 42

</TABLE>

<PAGE> 33

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 ("SEC") 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 STRATEGIES AND RISK CONSIDERATIONS

This section of the Statement of Additional Information contains more
information on the types of securities in which the Funds may invest and the
investment strategies that the Funds may use, including securities and
strategies not discussed in the Prospectus. Unless otherwise noted, investment
strategies used by the Funds may be changed without the approval of
shareholders.

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. The Funds'
investment adviser, Fortis Advisers, Inc. ("Advisers"), is not aware at this
time of the existence of any investment or exchange control regulations which
might substantially impair the operations of the Funds. Although restrictions
may in the future make it undesirable to invest in certain countries, Advisers
does not believe that any current repatriation restrictions would affect its
decisions to invest in the countries eligible for investment by the Funds. It
should be noted, however, that this situation could change at any time. The
Funds have no present intention of making any significant investment in any
country or stock market where the political or economic situation in the opinion
of Advisers, cause such investment to be at risk of substantial or total loss.

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

3
<PAGE> 34

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. 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

<PAGE> 35

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
not invested and no return is earned thereon. The inability of a Fund to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive opportunities. Inability to dispose of a portfolio security due
to settlement problems either could result in losses to a Fund due to subsequent
declines in value of the portfolio security or, if the Fund has entered into a
contract to sell the security, could result in possible liability to the
purchaser. Advisers will consider such difficulties when determining the
allocation of a Fund's assets, although Advisers does not believe that such
difficulties will have a material adverse effect on the Funds 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.

<PAGE> 36

RISK OF INVESTING IN DEBT OBLIGATIONS

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.

HIGH YIELD/HIGH RISK SECURITIES

International Fund may invest up to 25% of its total assets in
securities rated lower than investment grade, commonly known as "high yield" or
"junk bonds". The prices of high-yielding 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
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-yielding
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-yielding securities and a corresponding
volatility in the net asset value of shares of the Fund.

High-yielding 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-yielding 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
Standard & Poor's Ratings Services (Standard & Poor's") 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. The lowest rated class of
bonds for Moody's Investors Service, Inc. ("Moody's") is rated C. Issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing. Moody's and Standard & Poor's ratings are discussed in
Appendix A.

<PAGE> 37

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).

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 amount 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 payment in full
of the principal amount then outstanding together with interest to the date of
payment.

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.

<PAGE> 38

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.

DEPOSITORY RECEIPTS

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

INVESTMENT COMPANY SECURITIES

Each Fund may purchase shares of investment companies that 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.

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

<PAGE> 39

seven days. Commercial paper issued pursuant to the private placement exemption
of Section 4(2) of the Securities Act of 1933 (the "1933 Act") and securities
that are eligible for resale under Rule 144A under the 1933 Act that have legal
or contractual restrictions on resale but have a readily available market are
not deemed illiquid securities for this purpose. A restricted security is one
which was originally sold in a private placement and was not registered with the
Commission under the Securities Act of 1933 (the "1933 Act") and which is not
free to be resold unless it is registered with the Commission or its sale is
exempt from registration.

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

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

<PAGE> 40

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 same 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.

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 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.

"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 Fund 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

<PAGE> 41

maintain in a segregated account with a custodian cash or liquid securities in
an amount sufficient to cover its obligations under "roll" transactions.

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 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 Fund'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.
Additional information regarding options transaction is set forth in Appendix B
to the Statement of Additional Information.

FUTURES CONTRACTS AND OPTIONS ON 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

<PAGE> 42

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 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. Additional information regarding Futures Contracts
and Options on Futures Contracts is set forth in Appendix B to the Statement of
Additional Information.

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. Additional
information regarding Currency Contracts is set forth in Appendix B to the
Statement of Additional Information.

<PAGE> 43

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, 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 ("CFTC"), 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.

PORTFOLIO TURNOVER

The portfolio turnover rate for a Fund is calculated by dividing the
lesser of purchases or sales by such Fund of investment securities for the
particular fiscal year by the monthly average value of investment securities
owned by the Fund during the same fiscal year. Investment securities for
purposes of this calculation do not include securities with a maturity date less
than twelve months from the date of investment. A 100% portfolio turnover rate
would occur, for example, if the lesser of the value of purchase or sales of
investment securities for a particular year were equal to the average monthly
value of the investment securities owned during such year.

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.

INVESTMENT RESTRICTIONS

Each Fund is subject to certain investment restrictions, which are set
forth below. Any investment restriction that is denoted as "fundamental" 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.

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, shall not be
considered to be violated unless an excess over the percentage occurs
immediately after an acquisition of securities or utilization of assets and
results therefrom.

<PAGE> 44

GLOBAL FUND

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

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

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

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

<PAGE> 45

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

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

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

INTERNATIONAL FUND

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

(1) Invest 25% or more of the value of its total assets in the securities of
issuers conducting their principal business activities in the same
industry, provided that there is no limitation with respect to investments
in obligations issued or guaranteed by the United States Government or its
agencies and instrumentalities.

(2) Purchase or sell physical commodities (such as grains, livestock, etc.) or
futures or option contracts thereon. However, the Fund may purchase or sell
any forms of financial instruments or contracts that might be deemed
commodities.

(3) Invest in real estate, except that the Fund may invest in securities issued
by companies owning real estate or interests therein.

(4) Act as an underwriter of securities of other issuers, except to the extent
that, in connection with the disposition of portfolio securities, the Fund
may be deemed an underwriter under applicable laws.

(5) Make loans to other persons except that it may engage in repurchase
agreements, securities lending transactions and the acquisition of debt
securities in accordance with the Prospectus and Statement of Additional
Information.

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

(7) Borrow money except from banks for temporary or emergency purposes not in
excess of 33 1/3% of the value of the Fund's total assets. Investment
securities will not be purchased for the Fund while outstanding bank
borrowings exceed 5% of the value of the Fund's total assets.

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

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

<PAGE> 46

MANAGEMENT OF THE FUNDS

Under Minnesota law, the Board of Directors of Fortis Worldwide has overall
responsibility for managing it in good faith, in a manner reasonably believed to
be in the best interests of the Funds 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.

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

Richard W. Cutting 68 Director Certified public accountant and financial consultant.
137 Chapin Parkway
Buffalo, New York

Allen R. Freedman* 59 Director Chairman and Chief Executive Officer of Fortis, Inc.;
One Chase Manhattan Plaza a Managing Director of Fortis International, N.V.;
New York, New York director of Systems and Computer Technology Corporation.

Dr. Robert M. Gavin 59 Director President, Cranbrook Education Community; prior to
380 Lone Pine Road July 1996, President, Macalester College, St. Paul, MN.
Bloomfield, Michigan

Jean L. King 55 Director President, Communi-King, a communications consulting
12 Evergreen Lane firm, St. Paul, MN.
St. Paul, Minnesota

Dean C. Kopperud* 47 President and Chief Executive Officer and a Director of Advisers;
500 Bielenberg Drive Director President and a Director of Investors; President of
Woodbury, Minnesota Fortis Financial Group; a Director of Fortis Benefits
Insurance Company and Senior Vice President of Fortis
Insurance Company.

Robb L. Prince 58 Director Financial and employee benefit consultant; prior to
5108 Duggan Plaza July 1995, Vice President and Treasurer, Jostens, Inc.,
Edina, Minnesota a producer of products and services for youth, education,
sports award, and recognition markets; director of
Analysts International Corporation.

Leonard J. Santow 63 Director Principal, Griggs & Santow, Inc., economic and
Fifth Floor financial consultants
One State Street
New York, New York

Noel Schenker Shadko 45 Director Marketing consultant; prior to 1996, Senior Vice
1908 W. 49th Street President, Marketing and Strategic Planning,
Minneapolis, Minnesota Rollerblade, Inc.

</TABLE>

<PAGE> 47

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

Joseph M. Wikler 57 Director Investment consultant and private investor; prior to
12520 Davan Drive 1994, Director of Research, Chief Investment Officer,
Silver Spring, Maryland Principal and a Director, The Rothschild Co., and
investment adviser, Baltimore, MD.

Gary N. Yalen 57 Vice President President and Chief Investment Officer of Advisers
One Chase Manhattan Plaza (since 1995) and Senior Vice President, Investments,
New York, New York of Fortis, Inc.; prior to 1996, President and Chief
Investment Officer, Fortis Asset Management, a former
division of Fortis, Inc.

Howard G. Hudson 62 Vice President Executive Vice President and Head of Fixed Income
One Chase Manhattan Plaza Investments of Advisers since 1995; prior to 1996,
New York, New York Senior Vice President, Fixed Income, Fortis Asset
Management.

Lucinda S. Mezey 52 Vice President Executive Vice President and Head of Equity
One Chase Manhattan Plaza Investments of Advisers since October 1997; from 1995
New York, New York to October 1997, Chief Investment Officer, Alex Brown
Capital Advisory and Trust Co., Baltimore, MD; prior to
1995, Senior Vice President and Head of Equity
Investments, PNC Bank, Philadelphia, PA.

James S. Byrd 48 Vice President Executive Vice President of Advisers since 1995; prior
90 South 7th Street to 1995, Vice President of Advisers and of Investors.
Minneapolis, Minnesota

Nicholas L.M. de Peyster 33 Vice President Vice President of Advisers since 1995; prior to 1995,
One Chase Manhattan Plaza Vice President, Equities, Fortis Asset Management.
New York, New York

Diane M. Gotham 41 Vice President Vice President of Advisers since 1998; from 1994 to
90 South 7th Street 1998, securities analyst for Advisers.
Minneapolis, Minnesota

Laura E. Granger 38 Vice President Vice President of Advisers since 1998; from 1993-1998,
One Chase Manhattan Plaza portfolio manager, General Motors Investment Management,
New York, New York New York, NY.

Maroun M. Hayek 51 Vice President Vice President of Advisers since 1995; prior to 1996,
One Chase Manhattan Plaza Vice President, Fixed Income, Fortis Asset Management.
New York, New York

Robert C. Lindberg 43 Vice President Vice President of Advisers since 1993.
One Chase Manhattan Plaza
New York, New York

</TABLE>

<PAGE> 48

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

Charles L. Mehlhouse 57 Vice President Vice President of Advisers; prior to March 1996,
One Chase Manhattan Plaza portfolio manager, Marshall & Ilsley Bank
New York, New York Corporation, Milwaukee, WI.

Kevin J. Michels 48 Vice President Vice President of Advisers since 1995; prior to 1996,
One Chase Manhattan Plaza Vice President, Administration, Fortis Asset
New York, New York Management.

Christopher J. Pagano 36 Vice President Senior Vice President of Advisers since 1996; prior
One Chase Manhattan Plaza to March 1996, government strategist, Merrill Lynch,
New York, New York New York, NY.

Kendall C. Peterson 43 Vice President Vice President of Advisers since August 1999; prior
One Chase Manhattan Plaza to August 1999, Vice President and portfolio manager
New York, New York at Prudential Insurance Company of America, Newark, NJ.

Stephen M. Rickert 56 Vice President Vice President of Advisers since 1995; from 1994 to
One Chase Manhattan Plaza 1996, Corporate Bond Analyst, Fortis Asset Management.
New York, New York

Michael J. Romanowski 48 Vice President Vice President of Advisers since 1998; from October
One Chase Manhattan Plaza 1995 to March 1998, portfolio manager, Value Line,
New York, New York New York, NY; prior to October 1995, securities analyst,
Conning & Co., Hartford, CT.

Christopher J. Woods 39 Vice President Vice President of Advisers since 1995; prior to 1996
One Chase Manhattan Plaza Vice President, Fixed Income, Fortis Asset Management.
New York, New York

Robert W. Beltz, Jr. 50 Vice President Vice President-Securities Operations of Advisers and
500 Bielenberg Drive of Investors.
Woodbury, Minnesota

Peggy L. Ettestad 42 Vice President Senior Vice President, Operations of Advisers since
500 Bielenberg Drive March 1997; prior to March 1997, Vice President, G.E.
Woodbury, Minnesota Capital Fleet Services, Minneapolis, MN.

Tamara L. Fagely 41 Vice President Vice President of Advisers and of Investors since
500 Bielenberg Drive and Treasurer 1998; prior to 1998, Second Vice President of
Woodbury, Minnesota Advisers and Investors.

Dickson W. Lewis 50 Vice President Senior Vice President, Marketing and Sales of
500 Bielenberg Drive Advisers and of Investors since July 1997; from 1993
Woodbury, Minnesota to July 1997, President and Chief Executive Officer,
Hedstrom/Blessing, Inc., Minneapolis, MN.

</TABLE>

<PAGE> 49

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

David A. Peterson 57 Vice President Vice President and Assistant General Counsel, Fortis
500 Bielenberg Drive Benefits Insurance Company.
Woodbury, Minnesota

Scott R. Plummer 40 Vice President Vice President, Associate General Counsel and
500 Bielenberg Drive Assistant Secretary of Advisers.
Woodbury, Minnesota

Rhonda J. Schwartz 41 Vice President Since January 1996, Senior Vice President and General
500 Bielenberg Drive Counsel of Advisers, Vice President and General Counsel,
Woodbury, Minnesota Life and Investment Products of Fortis Insurance Company
and Senior Vice President and General Counsel of Fortis
Benefits Insurance Company, FFG Division; from 1994 to
January 1996, Vice President, General Counsel and
Secretary of Fortis, Inc.

Melinda S. Urion 46 Vice President Senior Vice President and Chief Financial Officer of
500 Bielenberg Drive Advisers since 1997; from 1995 to 1997, Senior Vice
Woodbury, Minnesota President of Finance and Chief Financial Officer,
American Express Financial Corporation; prior to March
1995, corporate controller, American Express Financial
Corporation and prior to 1994, controller and treasurer,
IDS Life Insurance Company, Minneapolis, MN.

Michael J. Radmer 54 Secretary Partner, Dorsey & Whitney LLP, the Company's General
220 South Sixth Street Counsel.
Minneapolis, Minnesota

</TABLE>

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

* Mr. Kopperud is an "interested person" (as defined under the 1940 Act) of
Advisers and Fortis Worldwide 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 $100 per month from the Funds, $100 per meeting attended from each
Fund, and $100 per committee meeting attended from each Fund (and reimbursement
of travel expenses to attend meetings). Each such director also receives a
monthly fee, a meeting fee and a committee meeting fee from each fund in the
Fund Complex for which they are a director. The following table sets forth the
aggregate compensation received by each director from Fortis Worldwide during
the fiscal year ended October 31, 1999, as well as the total compensation
received by each director from the Fund Complex during the calendar year ended
December 31, 1999. 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, 1999, Global Fund paid $7,000 and International Fund paid $200 in legal fees
and expenses to a law firm of which the Funds' Secretary is partner.

19
<PAGE> 50
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
DIRECTOR FROM FORTIS WORLDWIDE FROM FUND COMPLEX*
- -------- --------------------- ------------------
<S> <C> <C>
Richard W. Cutting $1,800 $31,250
Dr. Robert M. Gavin $1,800 $31,250
Benjamin S. Jaffray** $1,800 $20,450
Jean L. King $1,600 $29,250
Edward M. Mahoney** $1,800 $31,250
Robb L. Prince $1,800 $31,250
Leonard J. Santow $1,779 $33,850
Noel Schenker Shadko $1,800 $26,150
Joseph M. Wikler $1,900 $34,750
- ------------------------------
</TABLE>

* The Fund Complex consists of one closed-end and eight open-end investment
companies managed by Advisers.

** Messrs. Jaffray and Mahoney retired from the Board of Directors effective
January 1, 2000.

Directors Gavin, Kopperud, Prince and Schenker 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 18, 2000, 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 (24%). CLASS H -- First Trust National Association, C/F M. Judy Wardle,
1300 Country Club Drive, Findlay, OH (8%) and First Trust National Association,
C/F Robert F. Shackerford 135 Dabill Place, Lima, OH (5%). CLASS C -- National
Association, C/F Dolores F. Posey, RR 5, Box 76B, Fairmont, WV (8%); National
Association, C/F Robert F. Matz, 68 Wilson Avenue, Morgantown, WV (6%) and
Donaldson Lufkin Jenrette Securities Corporation, Inc., P O Box 2052, Jersey
City, NJ (6%).

As of February 18, 2000, 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 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, 1999, Advisers managed thirty-three investment company
portfolios with combined net assets of approximately $8.2 billion.

<PAGE> 51

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 service 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"). 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. 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>

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

<PAGE> 52

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 $1,480,162 for the fiscal year ended October 31, 1997,
$1,592,206 for the year ended October 31, 1998 and $1,570,656 for the year ended
October 31, 1999 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 and $66,564 for the year ended October 31, 1999.

EXPENSES

Advisers bears the costs of acting as the Funds' transfer agent,
registrar, and dividend agent. 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 of distribution pursuant to Rule
12b-1 under the 1940 Act (the "Distribution Plan'). 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

<PAGE> 53

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, 1999.

<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL
FUND FUND
------ -------------
<S> <C> <C>
Advertising $ 0 $ 0
Printing and Mailing of Prospectuses to
Other than Current Shareholders 38,598 3,120
Compensation to Underwriters 638,547 15,749
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) 0 6,090

TOTAL $677,145 $ 24,959
</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;

<PAGE> 54

- - 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 to Advisers as long as the broker-dealers meet the selection
criteria outlined above. The research products and services supplement Advisers'
own research and enable 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, 1999, the Funds directed brokerage commissions to broker-dealers who
provided research services to Advisers as follows: $618 to Autranet, Inc. and
$1,040 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
1999, 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 benefiting 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 1999 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.

<PAGE> 55

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 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 YEAR
ENDED ENDED ENDED
OCTOBER 31, 1997 OCTOBER 31, 1998 OCTOBER 31, 1999
---------------- ---------------- ----------------
<S> <C> <C> <C>
Global Fund $ 205,035 $ 170,896 $ 303,961
International Fund n/a 14,407* 24,533
</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,
1997, 1998 and 1999.

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, 1999:

<TABLE>
<CAPTION>
Value of Securities
Fund Owned at End of Period
- ---- ----------------------
<S> <C>
Global Fund
U.S. Bank N.A. $ 3,841,287
International Fund
U.S. Bank N.A. 525,970
</TABLE>

<PAGE> 56

Advisers has developed written trade allocation procedures for its
management of the securities trading activities of its clients. Advisers manages
multiple funds, both public (mutual funds) and private. The purpose of the trade
allocation procedures is to treat the Funds fairly and reasonably in situations
where the amount of a security that is available is insufficient to satisfy the
volume or price requirements of each Fund that is interested in purchasing that
security. Generally, when the amount of securities available in a public
offering or the secondary market is insufficient to satisfy the requirements for
the interested Funds, the procedures require a pro rata allocation based upon
the amounts initially requested by each Fund manager. In allocating trades made
on combined basis, Advisers seeks to achieve the average price of the securities
for each participating Fund.

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 relate, 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 Fund 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 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

On October 31, 1999, the Fund's net asset values per share were
calculated as follows:

<PAGE> 57
<TABLE>
<S> <C> <C> <C>
CLASS A
Net Assets ($130,195,214) = Net Asset Value per Share ($31.23)
--------------------------------
Shares Outstanding (4,169,414)

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

$31.23 = Public Offering Price per Share ($32.79)
------
0.9525

CLASS B
Net Assets ($14,766,030) = Net Asset Value per Share ($30.13)
------------------------
Shares Outstanding (490,065)

CLASS C
Net Assets ($5,375,240) = Net Asset Value per Share ($30.19)
-------------------------------
Shares Outstanding (178,076)

CLASS H
Net Assets ($22,022,608) = Net Asset Value per Share ($30.14)
---------------------------
Shares Outstanding (730,729)

INTERNATIONAL FUND

On October 31, 1999, the Fund's net asset values per share were calculated as follows:

CLASS A
Net Assets ($10,266,995) = Net Asset Value per Share ($17.14)
----------------------------
Shares Outstanding (599,179)

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

$17.14 = Public Offering Price per Share ($17.99)
------
0.9525
CLASS B
Net Assets ($959,273) = Net Asset Value per Share ($17.05)
---------------------------
Shares Outstanding (56,278)

CLASS C
Net Assets ($596,934) = Net Asset Value per Share ($17.05)
---------------------------
Shares Outstanding (35,021)

CLASS H
Net Assets ($1,648,613) = Net Asset Value per Share ($17.03)
-----------------------
Shares Outstanding (96,813)
</TABLE>

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

<PAGE> 58
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;
- - 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;

<PAGE> 59

- - 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 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.

<PAGE> 60

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 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 portfolio securities of the Fund are
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

<PAGE> 61

applicable rules and regulations of the Securities and Exchange Commission shall
govern as to whether the conditions prescribed in (b) or (c) exist.

There is no charge for redeeming shares. In the event a charge is
established, it would apply only to persons who became shareholders after the
charge was implemented, and it would not, in any event, exceed 1% of the net
asset value of the shares redeemed. Should further public sales ever be
discontinued, the Funds may deduct a proportionate share of the cost of
liquidating assets from the asset value of the shares being redeemed, in order
to protect the equity of the other shareholders.

SYSTEMATIC WITHDRAWAL PLAN

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

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 that resulted in a loss, all or a portion of that loss may not be
currently deductible for Federal income tax purposes. Exercising the
reinvestment privilege would not defer any capital gains taxes payable on a
realized gain. Furthermore, if you redeem within 90 days of purchasing your
shares, the sales charge incurred on that purchase cannot be taken into account
for determining your gain or loss on the sale of those shares.

<PAGE> 62

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 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

<PAGE> 63

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.

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 ended Fiscal year ended Fiscal period ended
October 31, 1997 October 31, 1998 October 31, 1999
<S> <C> <C> <C>
Global Fund $ 679,460 $ 382,765 $ 379,939
International Fund n/a 23,948* 84,915
</TABLE>

<PAGE> 64

<TABLE>
<CAPTION>
UNDERWRITING COMMISSIONS RETAINED BY INVESTORS
--------------------------------------------------------------
Fiscal year ended Fiscal year ended Fiscal period ended
October 31, 1997 October 31, 1998 October 31, 1999
<S> <C> <C> <C>
Global Fund $ 171,323 $ 78,212 $ 91,805
International Fund n/a 5,491* 16,685
</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 $ 271,495 $ 108,444 $ 0 $ 0
International
Fund $ 81,717 $ 3,198 $ 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 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:

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

This calculation deducts the maximum sales charge from the initial
hypothetical $1,000 investment, assumes all dividends and capital gains
distributions are reinvested at net asset value on the appropriate reinvestment
dates, 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.

<PAGE> 65

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, 1999.
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
----------------------------
1 YEAR 5 YEARS SINCE INCEPTION
------ ------- ---------------
<S> <C> <C> <C>
GLOBAL FUND
Class A Shares* 34.73% 16.14% 14.64%
Class B Shares** 33.67% 15.59% 15.71%
Class C Shares** 33.88% 15.64% 15.76%
Class H Shares** 33.72% 15.60% 15.72%

<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
-----------------------------
1 YEAR 5 YEARS SINCE INCEPTION
------ ------- ---------------
<S> <C> <C> <C>
INTERNATIONAL FUND*
Class A Shares 66.90% --- 35.08%
Class B Shares 65.56% --- 34.28%
Class C Shares 65.72% --- 34.28%
Class H Shares 65.53% --- 34.19%
</TABLE>
* 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:

<TABLE>
<CAPTION>
CTR = ( ERV+P ) 100
-----------
P
<S> <C> <C>
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
</TABLE>

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,
1999:

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
GLOBAL FUND
<S> <C>
Class A Shares* 196.71%
Class B Shares** 104.57%
Class C Shares** 106.78%
Class H Shares** 104.64%
</TABLE>

<PAGE> 66

<TABLE>
<S> <C>
INTERNATIONAL FUND
Class A Shares*** 57.45%
Class B Shares*** 60.06%
Class C Shares*** 63.66%
Class H Shares*** 59.87%
</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
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, 1999, 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 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, Minneapolis MN 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

<PAGE> 67

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 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 NW, Washington, D.C., and copies thereof may be
obtained from the Commission at prescribed rates.

<PAGE> 68

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.

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

<PAGE> 69

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 "CC" 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.

"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.

<PAGE> 70

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.

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 are 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

<PAGE> 71
changing circumstances are more likely to lead to a weakened capacity to make
payments for a preferred stock in this category than for issues in the "A"
category.

Moody's Investors Service, Inc. Its ratings for preferred stock
include the following:

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

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

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

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

<PAGE> 72

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 portfolio. 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.

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.

42
<PAGE> 73

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 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

43
<PAGE> 74

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 Commodity Futures Trading
Commission ("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.

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.

44
<PAGE> 75

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

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

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

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

OPTIONS ON FUTURES CONTRACTS

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

As in the case of other types of options, the holder of an option on
foreign currency is required to pay a one-time, nonrefundable premium, which
represents the cost of purchasing the option. The holder can lose the entire
amount of this premium, as well as related transaction costs, but not more than
this amount. The writer of the option, in contrast, 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.

45
<PAGE> 76

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

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

<PAGE> 77

PART C
FORTIS GLOBAL GROWTH PORTFOLIO
AND
FORTIS INTERNATIONAL EQUITY PORTFOLIO
SERIES OF
FORTIS WORLDWIDE PORTFOLIO

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 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 Registration Statement on Form N-1A filed with the
Commission in February 1996.

1
<PAGE> 78

(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 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).

2
<PAGE> 79

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:
<TABLE>
<CAPTION>

OTHER
BUSINESS/EMPLOYMENT
NAME POSITION WITH ADVISER DURING PAST TWO YEARS
- ---- --------------------- ---------------------
<S> <C> <C>
Michael D. O'Connor Qualified Plan Officer Qualified Plan Officer of Fortis
Benefits Insurance Company

David C. Greenzang Money Market Portfolio Debt securities manager with
Officer Fortis, Inc.
</TABLE>

Item 27. Principal Underwriters

(a) State the name of each investment company (other than the fund) for which
each principal underwriter currently distributing the fund's securities also
acts as a principal underwriter, depositor, or investment adviser.

3
<PAGE> 80

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.
<TABLE>
<CAPTION>

NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH FUND
- ---------------- ---------------- ---------
<S> <C> <C>
Carol M. Houghtby Director, Vice President & None
Treasurer
Roger W. Arnold Senior Vice President None
John E. Hite Vice President & Secretary None
</TABLE>

(c) Provide the information required by the following table for all commissions
and other compensation received, directly or indirectly, from the Fund during
the last fiscal year by each principal underwriter who is not an affiliated
person of the Fund or any affiliated person of an affiliated person.

Not applicable.

Item 28. Location of Accounts and Records

State the name and address of each person maintaining physical
possession of each account, book, or other document required to be maintained by
section 31(a) and the rules under that section.

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

Item 29. Management Services

Provide a summary of the substantive provisions of any
management-related service contract not discussed in part a or b, disclosing the
parties to the contract and the total amount paid and by whom for the fund for
the last three fiscal years.

All contracts were discussed in Part A or B.

Item 30. Undertakings

(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.

4
<PAGE> 81

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
29th day of February 2000.

FORTIS TAX-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 executive officer) February 29, 2000
- --------------------
Dean C. Kopperud

/s/ Tamara L. Fagely Treasurer(principal financial accounting officer) February 29, 2000
- --------------------
Tamara L. Fagely

Richard D. Cutting* Director

Allen R. Freedman* Director

Robert M. Gavin* Director

Jean L. King* Director

Robb L. Prince* Director

Leonard J. Santow* Director

Noel Schenker Shadko* Director

Joseph M. Wikler* Director

*By /s/ Dean C. Kopperud February 29, 2000
--------------------
Dean C. Kopperud, Attorney-in-Fact
</TABLE>

<PAGE> 1
EXHIBIT (J)

[KPMG LETTERHEAD]

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 LLP

KPMG LLP

Minneapolis, Minnesota
February 28, 2000