FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
497, 1997-07-16
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First Investors Life Variable Annuity Fund D
Individual Variable Annuity Contracts
Offered By
First Investors Life Insurance Company

95 Wall Street, New York, New York 10005/(212) 858-8200

     This Prospectus  describes  Variable  Annuity  Contracts (the  "Contracts")
offered by First Investors Life Insurance Company ("First Investors Life").  The
Contracts are designed for individual investors who desire to accumulate capital
on a  tax-deferred  basis  for  retirement  or  other  long-term  purposes.  The
Contracts may be purchased on a  nonqualified  basis.  The Contracts may also be
purchased through (1) qualified individual retirement accounts and (2) qualified
corporate employee pension and  profit-sharing  plans. The Contracts offered are
flexible premium deferred variable annuity contracts ("Deferred Variable Annuity
Contracts") under which annuity payments will begin on a selected future date. A
penalty may be assessed on early  withdrawals (see "Federal Income Tax Status").
The  Contracts   contain  a  10-day  revocation  right  (see  "Variable  Annuity
Contracts--Ten-Day   Revocation   Right").   The   Contracts   provide  for  the
accumulation of values on a variable basis.  Payment of annuity benefits will be
on a variable basis, unless a fixed basis or a combination of variable and fixed
bases is selected by the Contractowner. Unless otherwise stated, this Prospectus
describes  only the variable  aspects of the  Contracts.  The Contracts  contain
information on the fixed aspects.

     Contractowners'  purchase  payments are paid into a unit investment  trust,
First  Investors  Life  Variable  Annuity  Fund  D  ("Separate  Account  D").  A
Contractowner  elects to have his or her purchase  payments paid into any one or
more of the eleven  subaccounts of Separate Account D (the  "Subaccounts").  The
assets of each  Subaccount  are  invested  at net  asset  value in shares of the
related series of First Investors Life Series Fund (the "Life Series Fund"),  an
open-end, diversified management investment company.

     This Prospectus sets forth the information  about Separate Account D that a
prospective  investor should know before investing and should be kept for future
reference. A Statement of Additional  Information,  dated July 8, 1997, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference  in its  entirety.  (See page 23 of this  Prospectus  for the Table of
Contents  of  the  Statement  of  Additional   Information.)  The  Statement  of
Additional Information is available at no charge upon request to First Investors
Life at the address or telephone number indicated above.  Additional information
about  Separate  Account  D has been  filed  with the  Securities  and  Exchange
Commission.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                   BY THE SECURITIES AND EXCHANGE COMMISSION
           OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
         OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
             ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

           THIS PROSPECTUS IS VALID ONLY WHEN ATTACHED TO THE CURRENT
                PROSPECTUS OF FIRST INVESTORS LIFE SERIES FUND.

                  The date of this Prospectus is July 8, 1997

                                       1

<PAGE>


                            GLOSSARY OF SPECIAL TERMS

     Accumulated Value - The value of all the Accumulation Units credited to the
Contract.

     Accumulation  Period - The period  between  the date of issue of a Contract
and the Annuity Commencement Date.

     Accumulation  Unit - A unit used to measure the value of a  Contractowner's
interest in a Subaccount of Separate Account D prior to the Annuity Commencement
Date.

     Additional  Payment - A purchase payment made to First Investors Life after
issuance of a deferred annuity.

     Annuitant - The person  designated to receive or the person who is actually
receiving annuity payments under a Contract.

     Annuity  Commencement  Date - The date on  which  annuity  payments  are to
commence.

     Annuity Unit - A unit used to determine the amount of each annuity  payment
after the first.

     Beneficiary  - The  person  designated  to  receive  any  benefits  under a
Contract  upon the death of the  Annuitant in  accordance  with the terms of the
Contract.

     Contract  -  An  individual  variable  annuity  contract  offered  by  this
Prospectus.

     Contractowner  - The person or entity with legal rights of ownership of the
Contract.

     Fixed Annuity - An annuity with annuity  payments  which remain fixed as to
dollar amount throughout the payment period.

     General  Account - All  assets of First  Investors  Life  other  than those
allocated  to Separate  Account D and other  segregated  investment  accounts of
First Investors Life.

     Joint  Annuitant - The  designated  second  person under joint and survivor
life annuity.

     Separate  Account D - The segregated  investment  account  entitled  "First
Investors Life Variable  Annuity Fund D,"  established  by First  Investors Life
pursuant to applicable law and registered as a unit  investment  trust under the
Investment Company Act of 1940, as amended.

     Single Payment - A one-time  purchase  payment made to First Investors Life
to purchase a deferred annuity.

     Subaccount - A segregated  investment  subaccount  under Separate Account D
which  corresponds  to a series  of the Life  Series  Fund.  The  assets  of the
Subaccount are invested in shares of the corresponding series of the Life Series
Fund.

     Valuation Date - Any date on which the New York Stock Exchange  ("NYSE") is
open for regular  trading.  Each  Valuation Date ends as of the close of regular
trading on the NYSE  (normally  4:00 p.m.,  Eastern  Time).  The NYSE  currently
observes the following holidays:  New Year's Day,  Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

     Valuation  Period - The period  beginning  on the date after any  Valuation
Date and ending at the end of the next Valuation Date.

     Variable  Annuity - An annuity with annuity  payments  varying in amount in
accordance with the net investment experience of the Subaccounts.




                                       2
<PAGE>

                                    FEE TABLE

     The   following   table  has  been  prepared  to  assist  the  investor  in
understanding  the various costs and expenses a  Contractowner  will directly or
indirectly  bear. The table reflects  expenses of Separate  Account D as well as
the series (each a "Fund" and collectively "Funds") of the Life Series Fund. The
Fee Table reflects Fund expenses expected to be incurred in 1997.

<TABLE>
<CAPTION>
CONTRACTOWNER TRANSACTION EXPENSES

<S>                                                                                                                      <C>   
     Sales Load Imposed on Purchases (as a percentage of purchase payments) ................................               None

     Maximum Contingent Deferred Sales Charge ..............................................................               7.00%*

ANNUAL CONTRACT MAINTENANCE CHARGE .........................................................................             $30.00(Yen)

SEPARATE ACCOUNT ANNUAL EXPENSES
      (as a percentage of average account value)
         Mortality and Expense Risk Charges ................................................................               1.25%
         Administrative Charge .............................................................................                .15%
                                                                                                                          ========
         Total Separate Account Annual Expenses ............................................................               1.40%
</TABLE>

FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)
                                                                    Total Fund
                                            Management    Other     Operating
                                              Fees(1)   Expenses(2) Expenses(3)
                                              -------   ----------- -----------
Blue Chip Fund .........................       0.75%       0.09%       0.84%
Cash Management Fund ...................       0.60+       0.10+       0.70+
Discovery Fund .........................       0.75        0.10        0.85
Government Fund ........................       0.60+       -0-+        0.60+
Growth Fund ............................       0.75        0.10        0.85
High Yield Fund ........................       0.75        0.10        0.85
International Securities Fund ..........       0.75        0.37        1.12
Investment Grade Fund ..................       0.60+       -0-+        0.60+
Target Maturity 2007 Fund ..............       0.60+       -0-+        0.60+
Target Maturity 2010 Fund ..............       0.60+       -0-+        0.60+
Utilities Income Fund ..................       0.60+       0.11        0.71+
- ----------
* The Maximum Contingent  Deferred sales Charges is a percentage of the value of
the  Accumulation  Units  surrendered (not to exceed the aggregate amount of the
purchase  payments made for such Units). It decreases 1% each year so that there
is no charge after 7 years.  Each year up to 10% of total purchase  payments may
be surrendered without a contingent  deferred sales charge.  Additional purchase
payments do not cause the contingent  deferred sales charge percentages to start
over on prior purchase payments.

(Yen)  The  Contract  Maintenance  Charge  of $30  will  be  deducted  from  the
Accumulated  Value,  provided that in no case will this charge exceed 2% of such
value. For more information, see "Contract Maintenance Charge."

+ Net of waiver and/or reimbursement.


                                       3
<PAGE>

(1)  For the fiscal year ended December 31, 1996, the Adviser waived  Management
     Fees in  excess  of  0.60%  for  Cash  Management  Fund,  Government  Fund,
     Investment Grade Fund, Target Maturity 2007 Fund, Target Maturity 2010 Fund
     and Utilities  Income Fund.  Absent the waiver,  Management Fees would have
     been 0.75% for each of these Funds. The Adviser will continue to waive such
     fees for a minimum period ending December 31, 1997.

(2)  Other  Expenses have been restated for Cash  Management  Fund and Utilities
     Income  Fund to  reflect  current  expenses.  The  Adviser  will  reimburse
     Government  Fund,  Investment  Grade Fund,  Target  Maturity  2007 Fund and
     Target  Maturity 2010 Fund for all Other Expenses and Cash  Management Fund
     for Other Expenses in excess of 0.10% for a minimum period ending  December
     31,  1997.  Otherwise,  Other  Expenses  would  have  been  0.36%  for Cash
     Management  Fund,  0.19% for Government  Fund,  0.13% for Investment  Grade
     Fund, and 0.07% for Target Maturity 2007 Fund and are estimated to be 0.23%
     for Target Maturity 2010 Fund.

(3)  If certain  fees and  expenses  were not waived or  reimbursed,  Total Fund
     Operating  Expenses would have been 1.11% for Cash Management  Fund,  0.94%
     for  Government  Fund,  0.88% for Investment  Grade Fund,  0.82% for Target
     Maturity 2007 Fund, 0.86% for Utilities Income Fund and are estimated to be
     0.98% for Target  Maturity 2010 Fund. Each Fund,  other than  International
     Securities  Fund,  has an expense  offset  arrangement  that may reduce the
     Fund's  custodian  fee based on the amount of cash  maintained  by the Fund
     with its custodian.  Any such fee reductions are not reflected  under Total
     Fund Operating Expenses.

     For more complete  descriptions  of the various  costs and expenses  shown,
please refer to "Purchases,  Charges and  Expenses." In addition,  Premium taxes
may be applicable (see "Other Charges").

EXAMPLE

If you surrender  your Contract at the end of the  applicable  time period,  you
would pay the  following  expenses  on a $1,000  investment,  assuming 5% annual
return on assets:

                                              1 year          3 years
                                              ------          -------
Blue Chip Fund...............................   123             210
Cash Management Fund.........................   121             206
Discovery Fund...............................   123             210
Government Fund..............................   120             203
Growth Fund..................................   123             210
High Yield Fund..............................   123             210
International Securities Fund................   126             218
Investment Grade Fund........................   120             203
Target Maturity 2007 Fund....................   120             203
Target Maturity 2010 Fund....................   120             203
Utilities Income Fund........................   121             206



                                       4
<PAGE>


EXAMPLE

If you do not surrender your contract, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets:

                                              1 year          3 years
                                              ------          -------

Blue Chip Fund...............................    53             160
Cash Management Fund.........................    51             156
Discovery Fund...............................    53             160
Government Fund..............................    50             153
Growth Fund..................................    53             160
High Yield Fund..............................    53             160
International Securities Fund................    56             168
Investment Grade Fund........................    50             153
Target Maturity 2007 Fund....................    50             153
Target Maturity 2010 Fund....................    50             153
Utilities Income Fund........................    51             156

     The expenses in the Examples should not be considered a  representation  of
past or future expenses.  Actual expenses in future years may be greater or less
than those shown.

                               GENERAL DESCRIPTION

     First  Investors Life  Insurance  Company.  First  Investors Life Insurance
Company,  95 Wall Street,  New York, New York 10005 ("First  Investors Life"), a
stock life  insurance  company  incorporated  under the laws of the State of New
York  in  1962,  writes  life  insurance,  annuities  and  accident  and  health
insurance. First Investors Consolidated Corporation ("FICC"), a holding company,
owns all of the voting common stock of First Investors Management Company,  Inc.
("FIMCO" or "Adviser") and all of the outstanding stock of First Investors Life,
First Investors  Corporation ("FIC" or "Underwriter")  and  Administrative  Data
Management  Corp.,  the transfer  agent for the Life Series  Fund.  Mr. Glenn O.
Head, Chairman of FICC, controls FICC, and, therefore,  controls the Adviser and
First Investors Life.

     Separate  Account D. First  Investors  Life  Variable  Annuity Fund D, also
known by its  proprietary  name, the "Tax Tamer II" ("Separate  Account D"), was
established on April 8, 1997 under the provisions of the New York Insurance Law.
The  assets  of  Separate  Account  D are  segregated  from the  assets of First
Investors  Life,  and that  portion of such  assets  having a value equal to, or
approximately  equal  to,  the  reserves  and  contract  liabilities  under  the
Contracts are not chargeable with liabilities  arising out of any other business
of First  Investors Life.  Separate  Account D is registered with the Securities
and Exchange  Commission  ("Commission")  as a unit  investment  trust under the
Investment  Company Act of 1940, as amended ("1940 Act"), but such  registration
does  not  involve  any  supervision  by the  Commission  of the  management  or
investment practices or policies of Separate Account D.


                                       5
<PAGE>


     The assets of each  Subaccount  of Separate  Account D are  invested at net
asset  value in  shares  of the  corresponding  Fund of Life  Series  Fund.  For
example,  the Blue Chip Subaccount invests in the Blue Chip Fund, the Government
Subaccount  invests in the  Government  Fund,  and so on. The Life Series Fund's
Prospectus  describes  the risks  attendant to an investment in each Fund of the
Life Series Fund.

     Income, gains and losses, whether or not realized, from assets allocated to
the  Subaccounts  of Separate  Account D are, in accordance  with the applicable
Contracts,  credited to or charged against the Subaccounts of Separate Account D
without  regard to other income,  gains or losses of First  Investors  Life. The
obligations under the Contracts are obligations of First Investors Life.

     Any and all  distributions  received  from a Fund will be paid in shares of
the  distributing  Fund or if in cash, will be reinvested in shares of that Fund
at net  asset  value  for the  corresponding  Subaccount.  Accordingly,  no cash
distributions  will be made to  Contractowners.  Deductions and redemptions from
any Subaccount of Separate  Account D may be effected by redeeming the number of
applicable Fund shares,  at net asset value,  necessary to satisfy the amount to
be deducted or redeemed.  Shares of the Funds in the Subaccounts  will be valued
at their net asset values.

     Separate Account D is divided into the following Subaccounts, each of which
corresponds to the following Funds of the Life Series Fund:

Separate Account D Subaccount                    Fund
- -----------------------------                    ----
Blue Chip Subaccount                             Blue Chip Fund
Cash Management Subaccount                       Cash Management Fund
Discovery Subaccount                             Discovery Fund
Government Subaccount                            Government Fund
Growth Subaccount                                Growth Fund
High Yield Subaccount                            High Yield Fund
International Securities Subaccount              International Securities Fund
Investment Grade Subaccount                      Investment Grade Fund
Target Maturity 2007 Subaccount                  Target Maturity 2007 Fund
Target Maturity 2010 Subaccount                  Target Maturity 2010 Fund
Utilities Income Subaccount                      Utilities Income Fund

     Each  Contractowner  designates the Subaccount in which his or her purchase
payment will be invested.  That Subaccount in turn invests in the  corresponding
Fund of the Life Series Fund as set forth above.

     Subject to applicable  law, First Investors Life reserves the right to make
certain changes if, in its judgment,  they would best serve the interests of the
Contractowners  and  Annuitants  or would be  appropriate  in  carrying  out the
purposes of the Contracts.  First Investors Life will obtain, when required, the
necessary  Contractowner  approval or  regulatory  approval  for any changes and
provide, when required, the appropriate  notification to Contractowners prior to
making  such  changes.  Examples of the changes  First  Investors  Life may make
include, but are not limited to:


                                       6
<PAGE>


     o    To operate Separate Account D in any form permitted under the 1940 Act
          or in any other form permitted by law.

     o    To add, delete, combine, or modify the Subaccounts in Separate Account
          D.

     o    To  add,  delete,  or  substitute  for  the  Fund  shares  held in any
          Subaccount, the shares of any investment company or series thereof, or
          any investment permitted by law.

     o    To make any amendments to the Contracts necessary for the Contracts to
          comply with the  provisions of the Internal  Revenue Code or any other
          applicable Federal or state law.

     Your  Choice of  Investment  Objective.  When you  purchase a Contract  you
decide to place your purchase payment and any additional  purchase payments into
at least one but not more than five of the  Subaccounts  of Separate  Account D,
provided  the  allocation  to any one  Subaccount  is not  less  than 10% of the
purchase payment. Each Subaccount corresponds to a Fund of the Life Series Fund.
The  investment  objectives  of each Fund of the Life  Series Fund are set forth
below.  There is no assurance that the  investment  objective of any Fund of the
Life Series Fund will be realized.  Because each Fund of the Life Series Fund is
intended to serve a different investment  objective,  each is subject to varying
degrees of financial and market risks.  In addition,  total  operating  expenses
vary by Fund.  Twelve (12) times during any Contract year, you may transfer part
or all of your cash value from the Subaccounts  you are in to other  Subaccounts
provided the cash value is not  allocated to more than five of the  Subaccounts,
and provided the  allocation  to any one  Subaccount is not less than 10% of the
cash value of the  Contract.  The cash value of the  Contract  may  increase  or
decrease  depending on the investment  performance of the Subaccounts  selected.
First  Investors  Life  reserves  the right to adjust  allocations  to eliminate
fractional percentages.

     The Fund.  First  Investors  Life  Series  Fund is a  diversified  open-end
management  investment  company  registered under the 1940 Act.  Registration of
Life  Series  Fund  with the  Commission  does not  involve  supervision  by the
Commission of the  management  or  investment  practices or policies of the Life
Series Fund. The Life Series Fund consists of eleven separate Funds.  The shares
of the Funds are not sold directly to the general  public but are available only
through the purchase of an annuity  contract or a variable life insurance policy
issued by First  Investors  Life.  Life Series Fund  reserves the right to offer
shares  of its  Funds to other  separate  accounts  of First  Investors  Life or
directly to First  Investors  Life.  The eleven Funds of Life Series Fund may be
referred to as: First  Investors Life Blue Chip Fund,  First Investors Life Cash
Management  Fund,  First  Investors Life Discovery  Fund,  First  Investors Life
Government  Fund,  First  Investors Life Growth Fund,  First Investors Life High
Yield Fund, First Investors Life International  Securities Fund, First Investors
Life  Investment  Grade Fund,  First  Investors Life Target  Maturity 2007 Fund,
First  Investors  Life  Target  Maturity  2010  Fund and  First  Investors  Life
Utilities Income Fund.

     The  investment  objectives  of each  Fund of the Life  Series  Fund are as
follows:

     Blue Chip Fund. The investment  objective of Blue Chip Fund is to seek high
total investment return  consistent with the preservation of capital.  This goal
will be sought by




                                       7
<PAGE>

investing,  under normal market  conditions,  primarily in equity  securities of
"Blue Chip" companies that the Adviser  believes have potential  earnings growth
that is greater than the average  company  included in the Standard & Poor's 500
Composite Stock Price Index.

     Cash  Management  Fund. The objective of Cash Management Fund is to seek to
earn a high rate of current income  consistent with the  preservation of capital
and  maintenance  of liquidity.  The Cash  Management  Fund will invest in money
market  obligations,  including high quality  securities issued or guaranteed by
the U.S. Government or its agencies and instrumentalities,  bank obligations and
high grade corporate  instruments.  An investment in the Fund is neither insured
nor guaranteed by the U.S.  Government.  There can be no assurance that the Fund
will be able to maintain a stable net asset value of $1.00 per share.

     Discovery  Fund.  The  investment  objective of  Discovery  Fund is to seek
long-term capital  appreciation,  without regard to dividend or interest income,
through  investment in the common stock of companies with small to medium market
capitalization  that the Adviser  considers to be undervalued or less well known
in the current marketplace and to have the potential for capital growth.

     Government Fund. The investment  objective of Government Fund is to seek to
achieve a significant  level of current income which is consistent with security
and  liquidity of  principal  by  investing,  under  normal  market  conditions,
primarily in  obligations  issued or  guaranteed as to principal and interest by
the   U.S.   Government,   its   agencies   or   instrumentalities    (including
mortgage-backed securities).

     Growth Fund. The  investment  objective of Growth Fund is to seek long-term
capital appreciation. This goal will be sought by investing, under normal market
conditions,  primarily in common stocks of companies and industries selected for
their growth potential.

     High Yield  Fund.  The primary  objective  of High Yield Fund is to seek to
earn a high level of current  income.  The Fund  actively  seeks to achieve  its
secondary  objective of capital  appreciation to the extent  consistent with its
primary  objective.  The Fund seeks to attain its objectives  primarily  through
investments  in   lower-grade,   high-yielding,   high  risk  debt   securities.
Investments in high yield,  high risk securities,  commonly referred to as "junk
bonds,"  may  entail  risks that are  different  or more  pronounced  than those
involved in higher-rated securities.  See "High Yield Securities--Risk  Factors"
in the Life Series Fund's Prospectus.

     International  Securities  Fund.  The primary  objective  of  International
Securities Fund is to seek long-term capital growth.  As a secondary  objective,
the Fund seeks to earn a reasonable  level of current income.  These  objectives
are sought, under normal market conditions, through investment in common stocks,
rights and warrants,  preferred stocks,  bonds and other debt obligations issued
by companies or governments of any nation,  subject to certain restrictions with
respect to concentration and diversification.

     Investment Grade Fund. The investment objective of Investment Grade Fund is
to seek a maximum level of income consistent with investment in investment grade
debt securities. The Fund seeks to achieve its objective primarily by investing,
under normal market  conditions,  in debt  securities  of U.S.  issuers that are
rated in one of the four highest rating categories by 



                                       8
<PAGE>

Moody's  Investors  Service,  Inc.  or  Standard & Poor's  Ratings  Group or, if
unrated, are deemed to be of comparable quality by the Adviser.

     Target Maturity 2007 Fund. The investment objective of Target Maturity 2007
Fund is to seek a  predictable  compounded  investment  return for investors who
hold  their  Fund  shares  until  the  Fund's  maturity,   consistent  with  the
preservation  of capital.  The Fund will seek its objective by investing,  under
normal market conditions, in zero coupon securities which are issued by the U.S.
Government,  its agencies or instrumentalities or created by third parties using
securities issued by the U.S. Government, its agencies or instrumentalities.

     Target Maturity 2010 Fund. The investment objective of Target Maturity 2010
Fund is to seek a  predictable  compounded  investment  return for investors who
hold  their  Fund  shares  until  the  Fund's  maturity,   consistent  with  the
preservation  of capital.  The Fund will seek its objective by investing,  under
normal market conditions, in zero coupon securities which are issued by the U.S.
Government,  its agencies or instrumentalities or created by third parties using
securities issued by the U.S. Government, its agencies or instrumentalities.

     Utilities Income Fund. The primary objective of Utilities Income Fund is to
seek  high  current  income.  Long-term  capital  appreciation  is  a  secondary
objective. These objectives are sought, under normal market conditions,  through
investment in equity and debt securities  issued by companies  primarily engaged
in the public utilities industry.

     No offer will be made of a Contract  funded by the underlying Fund unless a
current Life Series Fund  Prospectus has been  delivered.  Each Fund of the Life
Series  Fund  may be  referred  to as  "Fund"  or  "Series"  in  the  underlying
Contracts.

     For more complete  information about each of the Funds underlying  Separate
Account D, including management fees and other expenses,  see Life Series Fund's
Prospectus.  The Prospectus  details each Fund's  investment  goals,  management
strategies,  investment  restrictions,  portfolio  turnover rate, the market and
financial  risks of an investment in the Fund's  shares,  as well as the risk of
investing in a fund that sells its shares to other separate accounts,  including
variable life insurance company separate accounts.  Because the Life Series Fund
sells its shares to more than one separate account,  the possibility arises that
violation of the Federal tax laws by another separate account  investing in Life
Series Fund could cause the Contracts  funded through Separate Account D to lose
their tax-deferred status, unless remedial action were taken. It is important to
read the Prospectus carefully before you decide to invest.  Additional copies of
Life Series  Fund's  Prospectus,  which is attached  hereto,  may be obtained by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005 or by calling (212)  858-8200.  There can be no assurance that any of
the objectives of the Funds will be achieved.

     Adviser.  First Investors  Management  Company,  Inc. (the  "Adviser"),  an
affiliate of First Investors  Life, is the investment  adviser of each Fund. The
Adviser  supervises  and manages the  investments  and  operations of each Fund,
except for  International  Securities Fund and Growth Fund. The Adviser is a New
York corporation located at 95 Wall Street, New York, NY 10005.



                                       9
<PAGE>


     Subadviser.  Wellington Management Company, LLP ("WMC" or "Subadviser") has
been   retained  by  the  Adviser  and  the  Life  Series  Fund,  on  behalf  of
International  Securities  Fund  and  Growth  Fund,  as  each  of  those  Funds'
investment subadviser. The Adviser has delegated discretionary trading authority
to WMC with  respect  to all the  assets of  International  Securities  Fund and
Growth Fund, subject to the continuing  oversight and supervision of the Adviser
and the Life Series Fund's Board of Trustees.  As compensation for its services,
WMC is paid by the  Adviser,  and not by either  Fund,  a fee which is  computed
daily and paid monthly.

     WMC,  located at 75 State  Street,  Boston,  MA 02109,  is a  Massachusetts
limited liability  partnership of which Robert W. Doran, Duncan M. McFarland and
John R. Ryan are Managing Partners. WMC is a professional  investment counseling
firm which  provides  investment  services  to  investment  companies,  employee
benefit  plans,   endowment  funds,   foundations  and  other  institutions  and
individuals.  As of December 31, 1996, WMC held investment  management authority
with respect to approximately  $133 billion of assets. Of that amount, WMC acted
as investment  adviser or subadviser to approximately  84 registered  investment
companies  or series of such  companies,  with net assets of  approximately  $90
billion as of December 31, 1996. WMC is not  affiliated  with the Adviser or any
of its affiliates.

     Underwriter.  First Investors Life and Separate Account D have entered into
an Underwriting  Agreement with their affiliate,  FIC, 95 Wall Street, New York,
New York 10005.  First Investors Life has reserved the right in the Underwriting
Agreement to sell the  Contracts  directly.  The Contracts are sold by insurance
agents licensed to sell variable annuities,  who are registered  representatives
of the  Underwriter  or  broker-dealers  who  have  sales  agreements  with  the
Underwriter.

     Voting Rights.  First  Investors Life will vote the shares of any Fund held
in a corresponding  Subaccount or directly, at any Fund shareholders meeting, in
accordance  with its view of present  law.  It will vote Fund shares held in any
corresponding  Subaccount as follows:  shares attributable to Contractowners for
which it receives  instructions,  in accordance  with the  instructions;  shares
attributable to Contractowners  for which it does not receive  instructions,  in
the same  proportion  that it votes shares held in the  Subaccount  for which it
receives  instructions;  and shares not attributable to  Contractowners,  in the
same   proportion  that  it  votes  shares  held  in  the  Subaccount  that  are
attributable to Contractowners and for which it receives  instructions.  It will
vote Fund shares held directly in the same  proportion that it votes shares held
in any corresponding subaccounts that are attributable to Contractowners and for
which it  receives  instructions,  except that where there are no shares held in
any subaccount it will vote its own shares as it deems  appropriate.  All of the
shares of any Fund held by First Investors Life through a Subaccount or directly
will be presented at any Fund shareholders meeting for purposes of determining a
quorum.

     Prior to the Annuity Commencement Date, the number of Fund shares held in a
corresponding   Subaccount  that  is  attributable  to  each   Contractowner  is
determined by dividing the Subaccount's Accumulated Value by the net asset value
of one Fund  share.  After the  Annuity  Commencement  Date,  the number of Fund
shares  held  in  a  corresponding  Subaccount  that  is  attributable  to  each
Contractowner  is determined by dividing the reserve held in the  Subaccount for
the variable  annuity  payment  under the Contract by the net asset value of one
Fund share.  As this reserve  fluctuates,  the number of votes  fluctuates.  The
number of votes that a 



                                       10
<PAGE>


Contractowner  has the right to cast will be  determined  as of the record  date
established by Life Series Fund.

     Voting instructions will be solicited by written communication prior to the
date of the meeting at which votes are to be cast. Each  Contractowner  having a
voting  interest  in a  Subaccount  will be sent  meeting  and  other  materials
relating to the corresponding Fund.

     First  Investors Life reserves the right to proceed other than as described
above,  including the right to vote shares of any Fund in its own right,  to the
extent permitted by law.

                         PURCHASES, CHARGES AND EXPENSES

     Purchase  Payments.  Purchase  payments  are used to purchase  Accumulation
Units of one or more  Subaccounts  and not  shares of the Fund or Funds in which
the Subaccount or Subaccounts invest.

     The minimum  initial  purchase  payment is $25,000 for a Deferred  Variable
Annuity Contract. Additional Payments under a Deferred Variable Annuity Contract
in the minimum  amount of $200 may be made at any time after the issuance of the
Contract.

     Initial purchase payments will be credited to a Contractowner's  Account on
the  Valuation  Date they are received by First  Investors  Life,  provided that
First  Investors  Life has  received a duly  completed  application.  Additional
payments will be credited to a  Contractowner's  Account on the  Valuation  Date
they are received by First  Investors  Life. In the event First  Investors  Life
receives an incomplete  application,  all required information shall be provided
not later than five business days  following the receipt of such  application or
the  purchase  payment  will be  returned  to the  applicant  at the end of such
five-day period.

     Purchase  payments  will be  allocated  to the  appropriate  Subaccount  or
Subaccounts based upon the next computed value of an Accumulation Unit following
receipt by First  Investors  Life at its  Executive  Office or other  designated
office.  Accumulation  Units are valued at the end of each Valuation Date (i.e.,
as of the close of regular  trading  on the NYSE,  normally  4:00 p.m.,  Eastern
Time).

     Contingent  Deferred  Sales Charge.  Separate  Account D Deferred  Variable
Annuity  Contracts are sold without an initial sales charge,  but may be subject
to a contingent  deferred sales charge ("CDSC") upon a full or partial surrender
of the Contract. The CDSC is a percentage of the value of the Accumulation Units
surrendered  (not to exceed the aggregate  amount of the purchase  payments made
for such Units) and declines,  in accordance with the Table below, from 7% to 0%
over a seven year period.  Purchase  payments will be deemed  surrendered in the
order in which they were received (first-in,  first-out) and all surrenders will
be first from purchase payments and then from other contract values.



                                       11
<PAGE>


                     Contingent Deferred Sales Charge Table

    Contingent Deferred Sales Charge     
   as a Percentage of Purchase Payments  Length of Time from Purchase Payment in
                  Surrendered                          Years

                      7%                            Less than 1
                      6%                                1-2
                      5%                                2-3
                      4%                                3-4
                      3%                                4-5
                      2%                                5-6
                      1%                                6-7
                      0%                            More than 7

     No CDSC will be assessed (i) in the event of the death of the  Annuitant or
the Contractowner,  as applicable, (ii) if the contract values are applied to an
annuity option provided for under this contract,  (iii) for surrenders up to the
annual limit of the Withdrawal  Privilege,  or (iv) for  surrenders  used to pay
Premium taxes. For information concerning the Annuity Options and the Withdrawal
Privilege,  see "Annuity  Options" and "Surrender and  Termination  (Redemption)
During the Accumulation Period."

     Mortality  and Expense Risk  Charges.  Although the amount of each variable
annuity payment made to an Annuitant will vary in accordance with the investment
performance of the Subaccounts, the amount will not be affected by the mortality
experience  (death rate) of persons  receiving  such  payments or of the general
population.  First  Investors  Life assumes this  "mortality  risk" by virtue of
annuity rates incorporated in the Contracts which cannot be changed.

     The  mortality  risk  assumed  by  First  Investors  Life  arises  from its
obligation to continue to make fixed or variable annuity payments, determined in
accordance  with the annuity tables and other  provisions of the  Contracts,  to
each  Annuitant  regardless of how long that person lives and  regardless of how
long all payees as a group live.  This  assures an  Annuitant  that  neither the
Annuitant's own longevity nor an improvement in life  expectancy  generally will
have any adverse  effect on the variable  annuity  payments the  Annuitant  will
receive  under the  Contract,  and relieves  the  Annuitant of the risk that the
Annuitant  will  outlive  the  funds  that the  Annuitant  has  accumulated  for
retirement.  First Investors Life also assumes mortality risk as a result of its
guarantee of a minimum  payment in the event the Annuitant or the  Contractowner
named in the original  application  for the  Contract  dies prior to the Annuity
Commencement Date.

     In  addition,  First  Investors  Life assumes the risk that the charges for
administrative  expenses may not be adequate to cover such  expenses and assures
that it will not increase the amount  charged for  administrative  expenses.  In
consideration  for its assumption of these  mortality and expense  risks,  First
Investors  Life deducts an amount equal on an annual basis to 1.25% of the daily
net asset value of the Subaccounts.  Of such charge,  approximately 0.85% is for
assuming the mortality risk and 0.4% is for assuming the expense risk.

                                       12
<PAGE>


     First Investors Life guarantees that it will not increase the mortality and
expense  risk  charges  during  the term of any  Contract.  If the  charges  are
insufficient  to cover the actual cost of the mortality and expense  risks,  the
loss will fall on First Investors Life; conversely, if the deductions prove more
than  sufficient,  the  excess  will be a profit to First  Investors  Life.  Any
profits resulting to First Investors Life for over-estimates of the actual costs
of the mortality and expense risks can be used by First  Investors  Life for any
business  purpose,  including  the  payment  of  expenses  of  distributing  the
Contracts, and will not remain in Separate Account D.

     Administrative  Charge.  First Investors Life deducts an amount equal on an
annual  basis to .15% of the  daily  net asset  value of the  Subaccounts  as an
administrative  charge. This charge will not be increased during the term of any
Contract.

     Contract Maintenance Charge. On the last business day of each Contract Year
or on the date of surrender of the Contract,  if earlier,  the Company deducts a
$30.00 Contract Maintenance Charge from the Accumulated Value,  provided that in
no case will this charge exceed 2% of such value. It will be charged against the
Accumulated Value by  proportionately  reducing the number of Accumulation Units
held on that date with respect to each active  Subaccount of Separate Account D.
This charge will not be increased during the term of any Contract.

     Other Charges.  Some states assess Premium taxes which presently range from
0% to 2.35% at the time purchase  payments are made; others assess Premium taxes
at the time of surrender or when annuity  payments  begin.  First Investors Life
currently  advances any Premium taxes due at the time purchase payments are made
and then deducts Premium taxes from the Accumulated Value of the Contract at the
time of surrender,  upon death of the Annuitant or when annuity  payments begin.
First Investors Life,  however,  reserves the right to deduct Premium taxes when
incurred. See "Appendix I" for Premium tax table.

     Expenses.  There are deductions from and expenses paid out of the assets of
the Funds that are described in the Prospectus for the Funds.

                           VARIABLE ANNUITY CONTRACTS

     This Prospectus offers individual Deferred Variable Annuity Contracts under
which annuity  payments will begin on a selected  future date.  First  Investors
Life is offering the Contracts in states where it has the authority to issue the
Contracts.  The individual  Deferred  Variable Annuity Contracts offered by this
Prospectus are designed to provide  lifetime  annuity  payments to Annuitants in
accordance  with the plan  adopted by the  Contractowner.  The amount of annuity
payments  will vary with the  investment  performance  of the  Subaccounts.  The
Contracts obligate First Investors Life to make payments for the lifetime of the
Annuitant  in  accordance  with the annuity  rates  contained  in the  Contract,
regardless of actual mortality experience (see "Annuity Period"). Upon the death
of the Annuitant under a Contract before the Annuity  Commencement  Date,  First
Investors  Life will pay a death  benefit to the  Beneficiary  designated by the
Annuitant. For a discussion of the amount and manner of payment of this benefit,
see "Death of Annuitant."

     All or a portion of the  Accumulated  Value may be  surrendered  during the
Accumulation  Period.  For a discussion on withdrawals  during the  Accumulation
Period,  see "Surrender and  Termination  (Redemption)  During the  Accumulation
Period."  For Federal  income tax  


                                       13
<PAGE>


consequences  of a withdrawal,  see "Federal Income Tax Status." The exercise of
Contract  rights  herein  described,  including  the right to make a  withdrawal
during the Accumulation  Period,  will be subject to the terms and conditions of
any  qualified  trust or plan under  which the  Contracts  are  purchased.  This
Prospectus contains no information concerning such trust or plan.

     First  Investors Life reserves the right to amend the Contracts to meet the
requirements  of the 1940  Act or  other  applicable  Federal  or state  laws or
regulations.

     Contractowners with any inquiries  concerning their account should write to
First Investors Life Insurance  Company at its Executive Office, 95 Wall Street,
New York, New York 10005.

Deferred Variable Annuities--Accumulation Period

     Crediting  Accumulation  Units.  During the Accumulation  Period,  purchase
payments  on  Deferred   Variable   Annuity   Contracts   are  credited  to  the
Contractowner's  Account  in the  form of  Accumulation  Units.  The  number  of
Accumulation Units credited to a Contractowner for the Subaccounts is determined
by dividing the purchase  payment by the value of an  Accumulation  Unit for the
Subaccount based upon the next computed value of an Accumulation  Unit following
receipt of the purchase  payment by First Investors Life at its Executive Office
or other designated office. The value of the Contractowner's  Individual Account
varies  with  the  value  of the  assets  of  the  Subaccounts.  The  investment
performance of the Subaccounts, expenses and deduction of certain charges affect
the value of an  Accumulation  Unit.  There is no assurance  that the value of a
Contractowner's  Individual Account will equal or exceed purchase payments.  The
value of a  Contractowner's  Individual  Account for a  Valuation  Period can be
determined by multiplying the total number of Accumulation Units credited to the
account  for  the  Subaccount  by the  value  of an  Accumulation  Unit  for the
Subaccount for the Valuation Period.

Annuity Period

     Commencement Date. Annuity payments will begin on the Annuity  Commencement
Date selected by the Contractowner.  Not later than 30 days prior to the Annuity
Commencement  Date, the  Contractowner  may elect in writing to advance or defer
the Annuity Commencement Date. The Annuity Commencement Date may not be deferred
beyond the Contract anniversary date following the Annuitant's 90th birthday. If
no other  date is  elected,  annuity  payments  will  commence  on the  Contract
anniversary date following the Annuitant's 90th birthday.

     If the Net Accumulated Value on the Annuity  Commencement Date is less than
$2,000,  First  Investors  Life may pay such value in one sum in lieu of annuity
payments.  If the Net Accumulated Value is not less than $2,000 but the variable
annuity payments  provided for would be or become less than $20, First Investors
Life may change the  frequency  of annuity  payments to such  intervals  as will
result in payments of at least $20.

     Assumed  Investment Rate. A 3.5% assumed  investment rate is built into the
Annuity Tables in the Contract.  This is based on First Investors Life's opinion
that it is the average  result to be expected  from a  diversified  portfolio of
common stocks during a relatively stable economy. A higher assumption would mean
a higher  initial  payment  but more  slowly  rising  and more  rapidly  falling
subsequent variable annuity payments. A lower assumption would have the opposite


                                       14
<PAGE>


effect. If the actual net investment rate of the respective Subaccount is at the
annual  rate of 3.5%,  the  variable  annuity  payments  will be level.  A fixed
annuity is an annuity  with  annuity  payments  which  remain fixed as to dollar
amount throughout the payment period and is based on an assumed interest rate of
3.5% per year built into the Annuity Tables in the Contract.

     Annuity Options.  The Contractowner may, at any time at least 30 days prior
to the Annuity  Commencement Date upon written notice to First Investors Life at
its Executive  Office or other  designated  office,  elect to have payments made
under any one of the Annuity Options provided in the Contract. If no election is
in effect on the Annuity  Commencement  Date, annuity payments will be made on a
variable basis only under Annuity Option 3 below,  Life Annuity with 120 Monthly
Payments Guaranteed, which is the Basic Annuity.

     The material  factors that determine the level of annuity  benefits are (i)
the value of a  Contractowner's  Individual  Account  determined  in the  manner
described in this  Prospectus  before the Annuity  Commencement  Date,  (ii) the
Annuity Option selected by the Contractowner,  (iii) the sex and adjusted age of
the Annuitant and any Joint Annuitant at the Annuity Commencement Date and, (iv)
in the case of a variable annuity, the investment performance of the Subaccounts
selected.

     On the Annuity  Commencement  Date,  First  Investors  Life shall apply the
Accumulated  Value,  reduced  by any  applicable  Premium  taxes not  previously
deducted,  to  provide  the Basic  Annuity  or, if an  Annuity  Option  has been
elected, to provide one of the Annuity Options described below.

     The Contracts provide for the six Annuity Options described below:

     Option 1 - Life Annuity - An annuity payable monthly during the lifetime of
the  Annuitant,  ceasing  with the last  payment  due  prior to the death of the
Annuitant.  If this Option is elected,  annuity payments terminate automatically
and  immediately  on the death of the Annuitant  without regard to the number or
total amount of payments received.

     Option 2a - Joint and Survivor  Life Annuity - An annuity  payable  monthly
during  the  joint  lifetime  of the  Annuitant  and  the  Joint  Annuitant  and
continuing thereafter during the lifetime of the survivor, ceasing with the last
payment due prior to the death of the survivor.

     Option 2b - Joint and  Two-Thirds  to  Survivor  Life  Annuity - An annuity
payable  monthly  during  the  joint  lifetime  of the  Annuitant  and the Joint
Annuitant and  continuing  thereafter  during the lifetime of the survivor at an
amount equal to two-thirds of the joint annuity  payment,  ceasing with the last
payment due prior to the death of the survivor.

     Option  2c - Joint and  One-Half  to  Survivor  Life  Annuity - An  annuity
payable  monthly  during  the  joint  lifetime  of the  Annuitant  and the Joint
Annuitant and  continuing  thereafter  during the lifetime of the survivor at an
amount  equal to one-half of the joint  annuity  payment,  ceasing with the last
payment due prior to the death of the survivor.

     Under  Annuity   Options  2a,  2b  and  2c,  annuity   payments   terminate
automatically  and immediately on the deaths of both the Annuitant and the Joint
Annuitant without regard to the number or total amount of payments received.


                                       15
<PAGE>


     Option 3 - Life Annuity with 60, 120 or 240 Monthly  Payments  Guaranteed -
An annuity  payable  monthly  during the  lifetime  of the  Annuitant,  with the
guarantee  that if, at his or her death,  payments  have been made for less than
60, 120 or 240 monthly periods, as elected, any guaranteed annuity payments will
be continued during the remainder at the selected period to the Beneficiary.

     Option 4 - Unit Refund Life Annuity - An annuity payable monthly during the
lifetime of the  Annuitant,  terminating  with the last payment due prior to the
death  of the  Annuitant.  An  additional  annuity  payment  will be made to the
Beneficiary  equal to the Annuity Unit Value of the Subaccount or Subaccounts as
of the date that notice of death in writing is received by First  Investors Life
at its Executive Office or other designated office, multiplied by the excess, if
any, of (a) over (b) where (a) is the Net  Accumulated  Value  allocated to each
Subaccount  and  applied  under the  option at the  Annuity  Commencement  Date,
divided by the corresponding  Annuity Unit Value as of the Annuity  Commencement
Date, and (b) is the product of the number of Annuity Units applicable under the
Subaccount  represented  by each  annuity  payment  and the  number  of  annuity
payments  made.  (For an  illustration  of this  calculation,  see  Appendix II,
Example A, in the Statement of Additional Information.)

     Allocation  of  Annuity.  The  Contractowner  may  elect  to  have  the Net
Accumulated  Value applied at the Annuity  Commencement  Date to provide a Fixed
Annuity,  a Variable  Annuity,  or any  combination  thereof.  After the Annuity
Commencement Date, no transfers or redemptions are allowed.  Such elections must
be made in  writing to First  Investors  Life at its  Executive  Office or other
designated  office, at least 30 days prior to the Annuity  Commencement Date. In
the absence of an election,  annuity  payments will be made on a variable  basis
only under  Annuity  Option 3 above,  Life  Annuity  with 120  Monthly  Payments
Guaranteed, which is the Basic Annuity.

     Death of Annuitant

     If the  Annuitant  dies  prior  to the  Annuity  Commencement  Date,  First
Investors  Life will pay a Death  Benefit to the  Beneficiary  designated by the
Contractowner  upon receipt of a death certificate or similar proof of the death
of the Annuitant ("Due Proof of Death") and  notification  of the  Beneficiary's
election to receive  payment in either the form of a single sum settlement or an
annuity  option  ("Notification").  The  value  of the  Death  Benefit  will  be
determined as of the next computed  value of the  Accumulation  Units  following
receipt of Due Proof of Death and  Notification  by First  Investors Life at its
Executive Office or other designated office.

   If payment of the Death  Benefit  under one of the  Annuity  Options  was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death  Benefit  paid in a single  sum or applied to provide an
annuity  under one of the Annuity  Options or as  otherwise  permitted  by First
Investors Life. If a single sum settlement is requested, the amount of the Death
Benefit  will be paid  within  seven  days of  receipt of Due Proof of Death and
Notification.  In the  event  that only Due  Proof of Death or  Notification  is
received,  the Death  Benefit will remain  invested in the  Separate  Account in
accordance with the original  investment choices of the Contractowner until both
pieces of  information  are received by First  Investors  Life at its  Executive
Office  or other  designated  office.  If an  Annuity  Option  is  elected,  the
Beneficiary  will have up to ninety days  commencing with the date of receipt of
Due Proof of Death and  


                                       16
<PAGE>


Notification  in which to select from among the  available  options.  During the
ninety day  period,  the Death  Benefit  will remain  invested  in the  Separate
Account in accordance with the original investment choices of the Contractowner.
If such a selection is not made by the end of the  ninety-day  period,  a single
sum  settlement  will be made  to the  Beneficiary.  If any  Annuity  Option  is
selected,  the  Annuity  Commencement  Date shall be the date  specified  in the
election but no later than ninety days after receipt by First  Investors Life of
Due Proof of Death and Notification.

     The amount of the Death  Benefit  payable  upon the death of the  Annuitant
will be the greatest of (1) the Accumulated  Value on the date of receipt of Due
Proof of Death and  Notification at the Executive Office of First Investors Life
or other designated office, (2) the Accumulated Value on the preceding Specified
Contract  Anniversary,   increased  by  any  additional  purchase  payments  and
decreased by any partial  surrenders since that  anniversary,  or (3) the sum of
all  purchase  payments  made  under  the  Contract,  decreased  by any  partial
surrenders.   The  Specified  Contact  Anniversary  is  every  seventh  contract
anniversary (i.e., 7th, 14th, 21st, etc.).

     On receipt of Due Proof of Death of the Annuitant  after  Annuity  Payments
have begun under an Annuity Option, if any payments remain under the Option they
will be paid to the Beneficiary as provided by the Option.

     Unless otherwise provided in the Beneficiary designation, if no Beneficiary
survives  the  Annuitant,   the  proceeds  will  be  paid  in  one  sum  to  the
Contractowner, if living; otherwise, to the Contractowner's estate.

     Surrender and Termination (Redemption) During the Accumulation Period

     A  Contractowner  may elect,  at any time before the earlier of the Annuity
Commencement  Date or the death of the Annuitant,  to surrender the Contract for
all or any  part of the  Contractowner's  Individual  Account.  In the case of a
partial  surrender,  the amount  remaining  after the surrender must be at least
equal to First  Investors  Life's minimum amount rule then in effect  (currently
$5,000).  In the event of the termination of the Contract,  First Investors Life
will,  upon due  surrender  of the  Contract  at the  Executive  Office of First
Investors  Life  or  other  designated  office,  pay  to the  Contractowner  the
Accumulated Value of the Contract less (1) any applicable CDSC, (2) the Contract
Maintenance Charge and (3) any applicable Premium Taxes not previously deducted.
For a more  detailed  discussion of these  charges see  "Purchases,  Charges and
Expenses."  However,  on a  non-cumulative  basis,  the  Contractowner  may make
partial  surrenders  during  any  Contract  Year  up to  the  annual  Withdrawal
Privilege Amount of 10% of Purchase  Payments and not incur CDSC on this amount.
Amounts surrendered  pursuant to this Withdrawal  Privilege will be deemed to be
from Accumulated Values other than Purchase Payments.

     Any amount  requested  as a partial  surrender  shall be deducted  from the
Subaccount resulting in a corresponding  reduction in the number of Accumulation
Units credited to the  Contractowner in the Subaccount.  For any partial or full
surrender,  the  deduction  will be based  upon the  next  computed  value of an
Accumulation Unit following receipt of a written request by First Investors Life
at its Executive  Office or other  designated  office.  First Investors Life may
defer any such payment for a period of not more than seven days. However,  First
Investors  Life may postpone such payment  during any period when (a) trading on
the NYSE is restricted as determined by the  


                                       17
<PAGE>


Commission or the NYSE is closed for other than  weekends and holidays,  (b) the
Commission  has by order  permitted  such  suspension or (c) any  emergency,  as
defined by the rules of the  Commission,  exists  during  which time the sale of
portfolio securities or calculation of securities is not reasonably practicable.
For information as to Federal tax consequences  resulting from  surrenders,  see
"Federal   Income  Tax  Status."  For   information  as  to  State  Premium  tax
consequences, see "Other Charge" and "Appendix I."

     Maturity Date Exchange Privilege. If this Contract is liquidated during the
one-year period preceding its maturity date ("Annuity  Commencement  Date"), the
proceeds can be used to purchase Class A shares of First Investors  mutual funds
without incurring a sales charge.

Death of Contractowner

     If the  Contractowner  dies before the entire  interest in the Contract has
been  distributed,  the  value  of  the  Contract  must  be  distributed  to the
Beneficiary as provided below so that the Contract qualifies as an annuity under
Section 72(s) of the Internal Revenue Code of 1986, as amended (the "Code").  If
the Contractowner who dies is the one named in the original  application for the
Contract,  the entire interest of that  Contactowner in the Contract will be the
same as if the  Contractowner  had been the Annuitant;  if the Contractowner who
dies is not the one named in the  original  application  for the  Contract,  the
entire  interest of that  Contractowner  shall be the  Accumulated  Value of the
Contract.

     If  the  death  of  the  Contractowner  occurs  on  or  after  the  Annuity
Commencement  Date,  the entire  interest in the Contract will be distributed at
least as rapidly as under the Annuity Option in effect on the date of death.

     If the death of the Contractowner  occurs prior to the Annuity Commencement
Date,  the  entire  interest  in the  Contract  will be (1)  distributed  to the
Beneficiary  within  five  years,  or (2)  distributed  under an Annuity  Option
beginning within one year which provides that annuity payments will be made over
a period not longer than the life or life expectancy of the Beneficiary.  If the
Contract  is payable to (or for the benefit  of) the  Contractowner's  surviving
spouse, no distributions will be required and the Contract may be continued with
the surviving spouse as the new Contractowner.  If the Contractowner is also the
Annuitant,  such spouse shall have the right to become the  Annuitant  under the
Contract. Likewise, if the Annuitant dies and the Contractowner is not a natural
person,  the  Annuitant's  surviving  spouse  shall have the right to become the
Contractowner and the Annuitant.

     Ten-Day Revocation Right

     A  Contractowner  may,  within  ten days  from the  date  the  Contract  is
delivered to the  Contractowner (or longer as required by applicable state law),
elect to cancel the Contract.  First  Investors Life will, upon surrender of the
Contract,  together with a written  request for  cancellation,  at the Executive
Office  of  First  Investors  Life  or  other  designated  office,  pay  to  the
Contractowner  an amount equal to the  Accumulated  Value of the Contract on the
date of surrender.  The amount  refunded to  Contractowners  may be more or less
than their initial purchase payment  depending on the investment  results of the
designated  Subaccount(s).  In those  states  where a full refund of premiums is
required if the  Contractowner  elects to exercise to


                                       18
<PAGE>


cancel the Contract under the ten-day revocation right, such Contractowner shall
be entitled to a full refund of premiums paid upon such cancellation.

                           FEDERAL INCOME TAX STATUS

     The Contracts are designed for use by individuals  who desire to accumulate
capital on a tax-deferred basis for retirement or other long-term purposes.  The
Contracts  may be purchased  on a  nonqualified  basis or through the  following
retirement  plans  qualified  for  special  tax  treatment  under  the  Code (1)
individual  retirement accounts and (2) qualified corporate employee pension and
profit-sharing plans.

     In general,  a Contract  acquired by a person who is not an individual will
be treated as one which is not an  annuity to the extent of  contributions  made
after February 28, 1986, and any income credited to a Contractowner's Individual
Account will accordingly be includable in the Contractowner's  gross income on a
current  basis in  accordance  with  that  person's  method of  accounting.  The
preceding  sentence will not apply to any annuity  contract that is (i) acquired
by a  decedent's  estate by reason of the  decedent's  death,  (ii) held under a
qualified  pension,  profit-sharing  or stock bonus plan described under Section
401(a) of the Code or an employee annuity program described under Section 403(a)
of the Code (or that is purchased by an employer  upon the  termination  of such
plan or  program  and that is held by the  employer  until all  amounts  under a
Contract are  distributed to the employee for whom the Contract was purchased or
the employee's  beneficiary),  (iii) held under an individual retirement plan or
an employee annuity program  described under Section 403(b) of the Code, or (iv)
an immediate annuity (as defined in Section 72(u)(4) of the Code).

     The ultimate  effect of Federal  income  taxes on  Accumulated  Values,  on
annuity payments and on the economic benefit to the Contractowner,  Annuitant or
Beneficiary  depends  on the tax  status of both  First  Investors  Life and the
individual  concerned.  The discussion contained herein is general in nature and
is not  intended as tax advice.  No attempt is made to consider  any  applicable
state or other tax laws.  Moreover,  the  discussion  herein is based upon First
Investors Life's  understanding of Federal income tax laws as they are currently
interpreted.  No representation is made regarding the likelihood of continuation
of  current  Federal  income  tax  laws or the  current  interpretations  of the
Internal Revenue Service.  Prospective  Contractowners  should consult their tax
advisors as to the tax consequences of purchasing Contracts.

     First  Investors Life is taxed as a life insurance  company under the Code.
Since Separate  Account D is not a separate entity from First Investors Life and
its  operation  forms  part  of  First  Investors  Life,  it will  not be  taxed
separately as a "regulated  investment  company" under Subchapter M of the Code.
Under existing Federal income tax law,  investment  income of the Subaccounts of
Separate  Account D, to the extent that it is applied (after taking into account
the  mortality  risk and expense risk  charges) to increase  reserves  under the
Contract,  is not  taxed  and may be  compounded  through  reinvestment  without
additional tax to First Investors Life to the extent income is so applied. Thus,
the  Funds  may  realize  net  investment  income  and  pay  dividends  and  the
Subaccounts  of Separate  Account D may receive and  reinvest  them on behalf of
Contractowners, all without Federal income tax consequences for Separate Account
D or the Contractowner.


                                       19
<PAGE>


     Under current interpretations of the Code, the Contractowner is not subject
to  income  tax on  increases  in the  value of the  Contractowner's  Individual
Account  until  payments are received by the  Contractowner  under the Contract.
Annuity payments  received after the Annuity  Commencement Date will be taxed to
the  Contractowner as ordinary income in accordance with Section 72 of the Code.
However,  that  portion of each payment  which  represents  the  Contractowner's
investment in the Contract , which is ordinarily the amount of purchase payments
made under the Contract  with certain  adjustments,  will be excluded from gross
income.  The investment in the Contract is divided by the  Contractowner's  life
expectancy or other period for which  annuity  payments are expected to be made,
in the case of variable annuity  payments,  and by the expected  return,  in the
case of fixed  annuity  payments,  to determine  the annual  exclusion.  Annuity
payments  received  each year in excess of this annual  exclusion are taxable as
ordinary income as provided in Section 72 of the Code.

     In order that the Contracts be treated as annuities for Federal  income tax
purposes,  other than Contracts  issued in connection with retirement plans that
are  qualified  under  the  Code,   Separate  Account  D  must  satisfy  certain
diversification  requirements that are generally  applicable to variable annuity
contract segregated asset accounts under Subchapter L of the Code.  Ownership by
the  Subaccounts  of  shares  of the  Funds  will not  fail the  diversification
requirements  provided that each Fund is taxed as a regulated investment company
under  Subchapter M of the Code,  and that each Fund meets such  diversification
requirements, and all shares of the Funds are owned only by the Subaccounts (and
similar  accounts of First  Investors Life or other  insurance  companies),  and
access to the Funds is available  exclusively  through the purchase of Contracts
(and additional  variable annuity or life insurance  products of First Investors
Life or other insurance companies).  Fund shares also may be held by the Adviser
provided  such  shares  are  being  held in  connection  with  the  creation  or
management  of the Fund.  The Adviser does not intend to sell any Fund shares it
owns to the  general  public.  It is expected  that the  Adviser  will cause the
assets of the Funds to be  invested  in a manner  that  complies  with the asset
diversification requirements.

     The tax law does not  currently  provide  guidance as to  circumstances  in
which a  Contractowner  may be said to have  "control"  over Separate  Account D
assets  and thus be  subject  to  current  taxation  on income  credited  to the
Contractowner's  Contract.  The Treasury Department has said that it may provide
such guidance by a ruling or  regulation.  It is not clear what this  additional
guidance would provide,  nor whether it would be applied on a retroactive basis.
First  Investors  Life  reserves  the  right  to  amend  the  Contracts  in  any
appropriate way and take other action necessary to avoid such current taxation.

     With respect to withdrawals before the start of annuity payments,  the Code
currently provides that: (i) withdrawals from an annuity contract are taxable as
ordinary  income  in the year of  receipt  to the  extent  that  the  Contract's
Accumulated Value exceeds the investment in the Contract,  (ii) a loan under, or
an assignment or pledge of an annuity contract is treated as a distribution, and
(iii) a 10 percent penalty will be assessed,  subject to certain exceptions,  on
the taxable  portion of withdrawals  made prior to the taxpayer's  attainment of
age 59 1/2.

     In determining the amount of any  distribution  that is includable in gross
income,   all  annuity  contracts  issued  by  the  same  company  to  the  same
Contractowner  during any calendar year will be treated as one annuity contract.
Contractowners should consult their tax advisors before



                                       20
<PAGE>

purchasing more than one Contract during any calendar year.

     Under the Code,  income tax must generally be withheld from all "designated
distributions."  A designated  distribution  includes the taxable portion of any
distribution  or payment  from an  annuity.  A partial  surrender  of an annuity
contract is considered a distribution subject to withholding.

     The amount of  withholding  depends on the type of payment:  "periodic"  or
"non-periodic."  For a periodic payment (e.g., an annuity  payment),  unless the
recipient files an appropriate  withholding  certificate,  the tax withheld from
the taxable  portion of the payment is based on a payroll  withholding  schedule
which assumes a married recipient claiming three withholding  exemptions.  For a
non-periodic  payment  distribution  (e.g.,  a partial  surrender  of an annuity
contract),  the tax withheld will generally be 10 percent of the taxable portion
of the payment.

     A recipient may elect not to have the withholding rules apply. For periodic
payments,  an election is effective  for the calendar  year for which it is made
and for  each  necessary  year  until  amended  or  modified.  For  non-periodic
distributions,  an election is effective only for the  distribution for which it
is made.  Payors  must notify  recipients  of their right to elect to have taxes
withheld.

     Insurers are required to report all designated distribution payments to the
Internal Revenue Service.

     With respect to the  Contracts  issued in  connection  with  retirement  or
deferred compensation plans which do not meet the requirements applicable to tax
qualified plans, the tax status of the Annuitant is determined by the provisions
of the plan. In general, the Annuitant is not taxed until the Annuitant receives
annuity payments.  The rules for taxation of payments under  non-qualified plans
are, in  general,  similar to those for  taxation of payments  under a qualified
plan; however, the special income averaging treatment available for certain lump
sum payments under qualified  plans is not available for similar  payments under
nonqualified plans.

     The Contracts may be purchased in  connection  with the following  types of
tax-favored  retirement  plans:  (1)  individual  retirement  annuities  and (2)
pension and profit-sharing plans of corporations  qualified under Section 401(a)
or employee  annuity  programs  described in Section 403(a) of the Code. The tax
rules applicable to these plans,  including  restrictions on  contributions  and
benefits,  taxation of distribution and any tax penalties, vary according to the
type of plan and its terms and  conditions.  Participants  under such plans,  as
well as Contractowners,  Annuitants and Beneficiaries,  should be aware that the
rights of any  person to any  benefits  under  such  plans may be subject to the
terms  and  conditions  of the  plans  themselves,  regardless  of the terms and
conditions of the Contracts.  Purchasers of Contracts for use with any qualified
plan, as well as plan participants and Beneficiaries, should consult counsel and
other competent advisors as to the suitability of the Contracts to their special
needs, and as to applicable Code limitations and tax consequences.

     It  should  be noted  that the laws and  regulations  with  respect  to the
foregoing  tax matters  are  subject to change at any time by  Congress  and the
Treasury Department, respectively, and that the interpretations of such laws and
regulations  now in effect are subject to change by judicial  



                                       21
<PAGE>

decision or by the Treasury Department.

                             PERFORMANCE INFORMATION

     For further  information  on performance  calculations  , see  "Performance
Information" in the Statement of Additional Information.















                                       22
<PAGE>


                                TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                   INFORMATION

       Item                                                                Page
       ----                                                                ----
       General Description ...............................................    2
       Services ..........................................................    2
       Annuity Payments ..................................................    4
       Other Information .................................................    5
       Performance Information ...........................................    6
       Relevance of Financial Statements .................................    7
       Appendices ........................................................    8
       Financial Statements ..............................................   13

                                   APPENDIX I

                             STATE AND LOCAL TAXES*

Alabama ...................................................                1.00%
Alaska ....................................................                --
Arizona ...................................................                --
Arkansas ..................................................                --
California ................................................                2.35
Colorado ..................................................                --
Connecticut ...............................................                --
Delaware ..................................................                --
District of Columbia ......................................                2.25
Florida ...................................................                --
Georgia ...................................................                --
Illinois ..................................................                --
Indiana ...................................................                --
Iowa ......................................................                --
Kentucky ..................................................                2.00
Louisiana .................................................                --
Maryland ..................................................                --
Massachusetts .............................................                --
Michigan ..................................................                --
Minnesota .................................................                --

Mississippi ..............................................                 2.00%
Missouri .................................................                 --
Nebraska .................................................                 --
New Jersey ...............................................                 --
New Mexico ...............................................                 --
New York .................................................                 --
North Carolina ...........................................                 --
Ohio .....................................................                 --
Oklahoma .................................................                 --
Oregon ...................................................                 --
Pennsylvania .............................................                 --
Rhode Island .............................................                 --
South Carolina ...........................................                 --
Tennessee ................................................                 --
Texas ....................................................                 --
Utah .....................................................                 --
Virginia .................................................                 --
Washington ...............................................                 --
West Virginia ............................................                 1.00
Wisconsin ................................................                 --
Wyoming ..................................................                 1.00

- ----------
Note:  The  foregoing  rates are subject to  amendment  by  legislation  and the
       applicability  of the  stated  rates  may be  subject  to  administrative
       interpretation.

o    Includes local annuity Premium taxation.

                                       23
<PAGE>


First Investors Life
Variable Annuity
Fund D

- ---------------------------
Individual Variable
Annuity Contracts
- ---------------------------

Prospectus

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

July 8, 1997


First Investors Logo

Logo is  described  as  follows:  the arabic  numeral one  separated  into seven
vertical segments followed by the words "First Investors."

Verticle line from top to bottom in center of page about 1/2 inch in thickness

To the left of the verticle line is the following language:

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

Glossary of Special Terms ......................................    2
Fee Table ......................................................    3
General Description ............................................    5
Purchases, Charges and Expenses ................................   11
Variable Annuity Contracts .....................................   13
Federal Income Tax Status ......................................   19
Performance Information ........................................   22
Table of Contents of the
 Statement of Additional Information ...........................   23
Appendix I - State and Local Taxes .............................   23

<PAGE>


First Investors Life Series Fund

95 Wall Street, New York, New York 10005/(212) 858-8200

     This is a Prospectus  for First  Investors  Life Series Fund ("Life  Series
Fund"), an open-end,  diversified management investment company. The Fund offers
eleven  separate  investment  series,  each of which  has  different  investment
objectives and policies: First Investors Life Blue Chip Fund ("Blue Chip Fund"),
First  Investors  Life Cash  Management  Fund ("Cash  Management  Fund"),  First
Investors  Life  Discovery  Fund  ("Discovery   Fund"),   First  Investors  Life
Government Fund ("Government  Fund"),  First Investors Life Growth Fund ("Growth
Fund"),  First  Investors  Life High  Yield  Fund  ("High  Yield  Fund"),  First
Investors Life International Securities Fund ("International  Securities Fund"),
First  Investors Life Investment  Grade Fund  ("Investment  Grade Fund"),  First
Investors Life Target  Maturity 2007 Fund ("Target  Maturity 2007 Fund"),  First
Investors Life Target Maturity 2010 Fund ("Target Maturity 2010 Fund") and First
Investors Life Utilities  Income Fund  ("Utilities  Income Fund") (each, a Fund,
and collectively,  "Funds"). Each Fund's investment objectives are listed on the
inside cover.

     Investments  in a Fund are only  available  through  purchases of the Level
Premium Variable Life Insurance Policies ("Policies") or the Individual Variable
Annuity  Contracts  ("Contracts")  offered  by First  Investors  Life  Insurance
Company ("First Investors Life"). Policy premiums,  net of certain expenses, are
paid into a unit  investment  trust,  First  Investors  Life  Insurance  Company
Separate Account B ("Separate  Account B"). Purchase payments for the Contracts,
net of  certain  expenses,  are also paid into a unit  investment  trust,  First
Investors Life Variable Annuity Fund C ("Separate Account C"). Purchase payments
for the Contracts are also paid into a unit  investment  trust,  First Investors
Life  Variable  Annuity  Fund D  ("Separate  Account  D").  Separate  Account B,
Separate  Account C and  Separate  Account D  ("Separate  Accounts")  pool these
proceeds to purchase  shares of a Fund  designated by purchasers of the Policies
or Contracts. Investments in a Fund are used to fund benefits under the Policies
and Contracts.  Target Maturity 2007 Fund and Target Maturity 2010 Fund are only
offered to Contractowners of Separate Account C and Separate Account D.

     An  investment  in Life Series Fund,  including  Cash  Management  Fund, is
neither insured nor guaranteed by the U.S. Government. There can be no assurance
that the Cash  Management Fund will be able to maintain a stable net asset value
of $1.00 per share. Investments by the High Yield Fund in high-yield,  high risk
securities,  commonly  referred to as "junk  bonds,"  may entail  risks that are
different or more  pronounced  than those that would result from  investment  in
higher-rated securities. See "High Yield Securities--Risk Factors."

     This Prospectus sets forth concisely the information about the Funds that a
prospective  investor  should know before  investing  and should be retained for
future  reference.   First  Investors  Management  Company,   Inc.  ("FIMCO"  or
"Adviser") serves as investment  adviser to the Funds. A Statement of Additional
Information  ("SAI"),  dated April 30, 1997,  as amended July 21, 1997 (which is
incorporated  by  reference  herein),  has been  filed with the  Securities  and
Exchange Commission. The SAI is available at no charge upon request to the Funds
at the address or telephone number indicated above.

     An  investment in these  securities  is not a deposit or obligation  of, or
guaranteed or endorsed by, any bank and is not federally insured or protected by
the Federal  Deposit  Insurance  Corporation,  the Federal  Reserve Board or any
other governmental agency.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
     OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
      OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.

                 The date of this Prospectus is April 30, 1997,
                            as amended July 21, 1997


<PAGE>




     The investment  objectives of each Fund of Life Series Fund offered by this
Prospectus are as follows:

     Blue Chip Fund. The investment  objective of the Fund is to seek high total
investment return consistent with the preservation of capital. This goal will be
sought  by  investing,  under  normal  market  conditions,  primarily  in equity
securities of "Blue Chip"  companies  that the Adviser  believes have  potential
earnings  growth  that is  greater  than the  average  company  included  in the
Standard & Poor's 500 Composite Stock Price Index.

     Cash  Management  Fund. The objective of the Fund is to seek to earn a high
rate  of  current  income  consistent  with  the  preservation  of  capital  and
maintenance  of  liquidity.  The Fund will invest in money  market  obligations,
including high quality securities issued or guaranteed by the U.S. Government or
its agencies and  instrumentalities,  bank  obligations and high grade corporate
instruments.

     Discovery  Fund. The investment  objective of the Fund is to seek long-term
capital  appreciation,  without regard to dividend or interest  income,  through
investment  in the  common  stock  of  companies  with  small to  medium  market
capitalization  that the Adviser  considers to be undervalued or less well known
in the current marketplace and to have the potential for capital growth.

     Government Fund. The investment objective of the Fund is to seek to achieve
a  significant  level of current  income which is  consistent  with security and
liquidity of principal by investing,  under normal market conditions,  primarily
in  obligations  issued or  guaranteed  as to principal and interest by the U.S.
Government,   its  agencies  or  instrumentalities   (including  mortgage-backed
securities).

     Growth Fund.  The  investment  objective  of the Fund is to seek  long-term
capital appreciation. This goal will be sought by investing, under normal market
conditions,  primarily in common stocks of companies and industries selected for
their growth potential.

     High Yield  Fund.  The primary  objective  of the Fund is to seek to earn a
high level of current  income.  The Fund actively seeks to achieve its secondary
objective  of capital  appreciation  to the extent  consistent  with its primary
objective. The Fund seeks to attain its objectives primarily through investments
in lower-grade,  high-yielding,  high risk debt securities, commonly referred to
as "junk bonds" ("High Yield Securities").  Investments in High Yield Securities
may entail risks that are different or more  pronounced  than those  involved in
higher-rated securities. See "High Yield Securities--Risk Factors."

     International Securities Fund. The primary objective of the Fund is to seek
long-term  capital growth.  As a secondary  objective,  the Fund seeks to earn a
reasonable level of current income.  These  objectives are sought,  under normal
market  conditions,  through  investment in common stocks,  rights and warrants,
preferred  stocks,  bonds and other  debt  obligations  issued by  companies  or
governments  of any  nation,  subject to certain  restrictions  with  respect to
concentration and diversification.

     Investment  Grade Fund. The  investment  objective of the Fund is to seek a
maximum level of income  consistent  with  investment  in investment  grade debt
securities.  The Fund seeks 

                                       2
<PAGE>

to achieve its objective primarily by investing, under normal market conditions,
in debt  securities  of U.S.  issuers  that are rated in one of the four highest
rating  categories  by Moody's  Investors  Service,  Inc.  or  Standard & Poor's
Ratings  Group or, if  unrated,  are deemed to be of  comparable  quality by the
Adviser.

     Target Maturity 2007 Fund. The investment  objective of the Fund is to seek
a  predictable  compounded  investment  return for investors who hold their Fund
shares until the Fund's maturity,  consistent with preservation of capital.  The
Fund intends to terminate in the year 2007.

     Target Maturity 2010 Fund. The investment  objective of the Fund is to seek
a  predictable  compounded  investment  return for investors who hold their Fund
shares until the Fund's maturity,  consistent with preservation of capital.  The
Fund intends to terminate in the year 2010.

     Target  Maturity 2007 Fund and Target Maturity 2010 Fund each will seek its
objective by  investing,  under normal  market  conditions,  at least 65% of its
total assets in zero coupon securities which are issued by the U.S.  Government,
its agencies or  instrumentalities  or created by third parties using securities
issued by the U.S. Government, its agencies or instrumentalities.

     As a  result  of  the  volatile  nature  of  the  market  for  zero  coupon
securities, the value of shares of Target Maturity 2007 Fund and Target Maturity
2010 Fund prior to each Fund's  maturity may fluctuate  significantly.  Thus, to
achieve a predictable return,  investors should hold their investments in either
of these two Funds  until the Fund  liquidates  since the Fund's  value  changes
daily with market conditions.  Accordingly,  any investor who redeems his or her
shares  prior to a Fund's  maturity is likely to achieve a different  investment
result than the return that was predicted on the date the  investment  was made,
and may even suffer a significant loss.

     Utilities Income Fund. The primary  investment  objective of the Fund is to
seek  high  current  income.  Long-term  capital  appreciation  is  a  secondary
objective. These objectives are sought, under normal market conditions,  through
investment in equity and debt securities  issued by companies  primarily engaged
in the public utilities industry.

     There  can be no  assurance  that  any Fund  will  achieve  its  investment
objectives.  See "Investment Objectives and Policies" for a detailed description
of each Fund's investment objectives and policies.

     Life Series Fund offers shares of each Fund to insurance  company  separate
accounts that fund Policies and  Contracts.  Due to differences in tax treatment
or other  considerations,  the interests of various  Contract  owners and Policy
owners might at some point be in conflict.  Life Series Fund  currently does not
foresee  any  such  conflict.  If such a  conflict  were to  occur,  one or more
Policies  or  Contracts  offered by First  Investors  Life might be  required to
withdraw its  investments in one or more Funds.  This might force a Fund to sell
securities at disadvantageous prices.


                                       3
<PAGE>



                              FINANCIAL HIGHLIGHTS

      The following  table sets forth the per share operating  performance  data
for a share  outstanding,  total return,  ratios to average net assets and other
supplemental  data for each period  indicated.  The table below has been derived
from  financial  statements  which have been  examined by Tait,  Weller & Baker,
independent  certified public  accountants,  whose report thereon appears in the
Statement of Additional  Information ("SAI"). This information should be read in
conjunction with the Financial  Statements and Notes thereto,  which also appear
in the SAI, available at no charge upon request to the Funds.



                                       4
<PAGE>






                      [This Page Intentionally Left Blank]






                                       5
<PAGE>



- --------------------------------------------------------------------------------
                                 PER SHARE DATA
                        --------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                  Less Distributions
                                                         Income from Investment Operations               from
                                                         ---------------------------------        ------------------
                                                      
                                                                Net Realized                                                    
                                         Net Asset                       and                                                   
                                             Value          Net   Unrealized    Total from           Net                            
                                         ---------      Invest-  Gain (Loss)        Invest-       Invest-           Net        Total
                                         Beginning         ment           on           ment          ment      Realized      Distri-
                                         of Period       Income  Investments     Operations        Income         Gains      butions
- ------------------------------------------------------------------------------------------------------------------------------------
BLUE CHIP

<S>                                         <C>            <C>         <C>             <C>          <C>          <C>          <C>   
3/8/90* to 12/31/90 ................        $10.00         $.07        $(.02)         $ .05         $  --        $  --        $   --
1991 ...............................         10.05          .12         2.50           2.62           .05           --           .05
1992 ...............................         12.62          .16          .67            .83           .21           --           .21
1993 ...............................         13.24          .15          .97           1.12           .15           --           .15
1994 ...............................         14.21          .18         (.39)          (.21)          .08          .17           .25
1995 ...............................         13.75          .26         4.11           4.37           .19          .95          1.14
1996 ...............................         16.98          .22         3.31           3.53           .25          .49           .74

CASH MANAGEMENT **

1988 ...............................          1.00         .048           --           .048          .048           --          .048
1989 ...............................          1.00         .075           --           .075          .075           --          .075
1990 ...............................          1.00         .072           --           .072          .072           --          .072
1991 ...............................          1.00         .054           --           .054          .054           --          .054
1992 ...............................          1.00         .029           --           .029          .029           --          .029
1993 ...............................          1.00         .027           --           .027          .027           --          .027
1994 ...............................          1.00         .037           --           .037          .037           --          .037
1995 ...............................          1.00         .054           --           .054          .054           --          .054
1996 ...............................          1.00         .049           --           .049          .049           --          .049

DISCOVERY

1988 ...............................         10.02          .26          .10            .36            --           --            --
1989 ...............................         10.38          .19         2.19           2.38           .27          .09           .36
1990 ...............................         12.40          .14         (.78)          (.64)          .15          .90          1.05
1991 ...............................         10.71          .07         5.42           5.49           .18           --           .18
1992 ...............................         16.02           --         2.51           2.51           .03          .15           .18
1993 ...............................         18.35           --         3.92           3.92            --          .91           .91
1994 ...............................         21.36          .06         (.62)          (.56)           --          .94           .94
1995 ...............................         19.86          .11         4.62           4.73           .06         1.26          1.32
1996 ...............................         23.27          .13         2.66           2.79           .11          .89          1.00
</TABLE>

*    Commencement of operations

**   Adjusted to reflect ten-for-one stock split on May 1, 1991.

+    Some or all expenses have been waived or assumed by the investment  adviser
     from commencement of operations through December 31, 1996.

++   The effect of fees and charges  incurred at the separate  account level are
     not reflected in these performance figures.

+++  Average  commission  rate (per share of  security)  as  required by amended
     disclosure  requirements  effective  for (a) fiscal  years  beginning on or
     after September 1, 1995.

(a)  Annualized


                                       6
<PAGE>




- --------------------------------------------------------------------------------
                           RATIOS / SUPPLEMENTAL DATA
                        --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               Ratio to Average Net
                                                                                   Assets Before 
                                                       Ratio to Average         Expenses Waived or
                                                        Net Assets +                 Assumed
                                                   ----------------------     ------------------------
                
 Net Asset                       Net Assets                           Net                       Net                             
     Value                           End of                       Invest-                    Invest-                            
 ---------         Total             Period                          ment                        ment       Portfolio    Average
    End of     Return ++                (in        Expenses        Income        Expenses      Income       Turnover    Commission
    Period            (%)         thousands)            (%)           (%)             (%)          (%)      Rate (%)    Rate +++
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>               <C>           <C>            <C>          <C>           <C>        <C>  
    $10.05            .61(a)         $ 3,656             --          2.95(a)        1.92(a)       1.03(a)       15        $ N/A
     12.62          26.17             13,142           1.00          1.88           1.55          1.34          21          N/A
     13.24           6.67             23,765            .79          1.66            .86          1.60          40          N/A
     14.21           8.51             34,030            .88          1.27            N/A           N/A          37          N/A
     13.75          (1.45)            41,424            .88          1.49            N/A           N/A          82          N/A
     16.98          34.00             66,900            .86          1.91            N/A           N/A          26          N/A
     19.77          21.52            100,078            .84          1.39            N/A           N/A          45        .0692

      1.00           4.94                 33             --          4.99           7.68         (2.69)        N/A          N/A
      1.00           7.79              2,210             --          7.84           1.35          6.49         N/A          N/A
      1.00           7.49              8,203            .39          6.90           1.15          6.15         N/A          N/A
      1.00           5.71              9,719            .57          5.39            .93          5.03         N/A          N/A
      1.00           3.02              8,341            .79          2.99            .98          2.81         N/A          N/A
      1.00           2.70              4,243            .60          2.67           1.05          2.22         N/A          N/A
      1.00           3.77              3,929            .60          3.69           1.04          3.25         N/A          N/A
      1.00           5.51              4,162            .60          5.36           1.10          4.87         N/A          N/A
      1.00           5.00              4,297            .60          4.89           1.11          4.38         N/A          N/A

     10.38           3.59                125             --          3.80           3.10           .70         158          N/A
     12.40          23.62                283             --          2.43           4.78         (2.35)        231          N/A
     10.71          (5.47)               960             --          2.97           2.68           .28         104          N/A
     16.02          51.73              4,661            .70           .48           1.49          (.31)         93          N/A
     18.35          15.74             10,527            .91           .02           1.05          (.12)         91          N/A
     21.36          22.20             21,221            .87          (.03)           N/A           N/A          69          N/A
     19.86          (2.53)            30,244            .88           .36            N/A           N/A          53          N/A
     23.27          25.23             50,900            .87           .63            N/A           N/A          78          N/A
     25.06          12.48             70,899            .85           .63            N/A           N/A          98        .0689
</TABLE>



                                       7
<PAGE>


- --------------------------------------------------------------------------------
                                 PER SHARE DATA
                        --------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                    Less Distributions
                                                           Income from Investment Operations               from
                                                           ---------------------------------        ------------------
                                                        
                                                                  Net Realized                                                    
                                           Net Asset                       and                                                 
                                               Value          Net   Unrealized    Total from           Net                        
                                           ---------      Invest-  Gain (Loss)        Invest-       Invest-         Net      Total
                                           Beginning         ment           on           ment          ment    Realized    Distri-
                                           of Period       Income  Investments     Operations        Income       Gains    butions
- ------------------------------------------------------------------------------------------------------------------------------------
GOVERNMENT

<S>                                           <C>           <C>          <C>           <C>           <C>          <C>       <C>  
1/7/92* to 12/31/92 ..................        $10.00        $ .47        $ .51         $ .98         $ .33        $  --     $ .33
1993 .................................         10.65          .64          .02           .66           .70          .19       .89
1994 .................................         10.42          .79        (1.21)         (.42)          .25          .05       .30
1995 .................................          9.70          .66          .78          1.44           .62           --       .62
1996 .................................         10.52          .68         (.33)          .35           .68           --       .68

GROWTH

1988 .................................         10.02          .26          .51           .77            --           --        --
1989 .................................         10.79          .02         2.51          2.53           .18          .12       .30
1990 .................................         13.02          .16         (.55)         (.39)          .06           --       .06
1991 .................................         12.57          .17         4.15          4.32           .18           --       .18
1992 .................................         16.71          .08         1.41          1.49           .18         1.38      1.56
1993 .................................         16.64          .07          .93          1.00           .09          .10       .19
1994 .................................         17.45          .09         (.60)         (.51)           --          .21       .21
1995 .................................         16.73          .18         3.94          4.12           .09          .29       .38
1996 .................................         20.47          .18         4.68          4.86           .18          .59       .77

HIGH YIELD

1988 .................................         10.00          .74          .82          1.56            --           --        --
1989 .................................         11.56          .74         (.92)         (.18)          .56          .11       .67
1990 .................................         10.71         1.08        (1.79)         (.71)          .83           --       .83
1991 .................................          9.17         1.16         1.66          2.82          1.18           --      1.18
1992 .................................         10.81         1.11          .21          1.32          1.69           --      1.69
1993 .................................         10.44          .96          .88          1.84          1.12           --      1.12
1994 .................................         11.16          .87        (1.14)         (.27)          .31           --       .31
1995 .................................         10.58         1.00          .95          1.95           .96           --       .96
1996 .................................         10.57         1.02          .35          1.37          1.01           --      1.01
</TABLE>

*    Commencement of operations

+    Some or all expenses have been waived or assumed by the investment  adviser
     from commencement of operations through December 31, 1996.

++   The effect of fees and charges  incurred at the separate  account level are
     not reflected in the performance figures.


+++  Average  commission  rate (per share of  security)  as  required by amended
     disclosure  requirements  effective for fiscal years  beginning on or after
     September 1, 1995.

(a)  Annualized



                                       8
<PAGE>


- --------------------------------------------------------------------------------
                           RATIOS / SUPPLEMENTAL DATA
                        --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  Ratio to Average Net
                                                                                      Assets Before 
                                                        Ratio to Average           Expenses Waived or
                                                         Net Assets +                     Assumed
                                                   ----------------------        ------------------------
                
 Net Asset                       Net Assets                           Net                         Net                             
     Value                           End of                       Invest-                     Invest-                            
 ---------         Total             Period                          ment                        ment     Portfolio       Average
    End of     Return ++                (in        Expenses        Income        Expenses      Income       Turnover   Commission
    Period            (%)         thousands)            (%)           (%)             (%)          (%)      Rate (%)     Rate +++
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>                   <C>         <C>            <C>          <C>           <C>        <C>  
    $10.65           9.95(a)       $   5,064            .03(a)       6.64(a)         .89(a)       5.79(a)      301        $ N/A
     10.42           6.35              8,234            .35          6.60            .84          6.11         525          N/A
      9.70          (4.10)             7,878            .35          6.74            .90          6.19         457          N/A
     10.52          15.63              9,500            .40          6.79            .93          6.26         198          N/A
     10.19           3.59              9,024            .60          6.75            .94          6.41         199          N/A
                                                                              
     10.79           7.68                 38             --          3.20           8.70         (5.50)         31          N/A
     13.02          24.00                570             --          2.91           5.21         (2.30)         24          N/A
     12.57          (2.99)             2,366             --          3.03           1.64          1.40          28          N/A
     16.71          34.68              7,743            .69          1.21           1.34           .55         148          N/A
     16.64           9.78             16,385            .76           .75           1.20           .30          45          N/A
     17.45           6.00             25,658            .91           .43            N/A           N/A          51          N/A
     16.73          (2.87)            32,797            .90           .60            N/A           N/A          40          N/A
     20.47          25.12             51,171            .88          1.11            N/A           N/A          64          N/A
     24.56          24.45             78,806            .85           .92            N/A           N/A          49        .0485
                                                                                                                               
     11.56          15.60              4,565             --         13.22           1.32         11.90          46          N/A
     10.71          (1.76)            14,354             --         12.05            .88         11.17          22          N/A
      9.71          (5.77)            18,331             --         13.21            .91         12.30          35          N/A
     10.81          33.96             23,634            .53         11.95            .89         11.60          40          N/A
     10.44          13.15             24,540            .91         10.48            .96         10.43          84          N/A
     11.16          18.16             30,593            .91          9.49            N/A           N/A          96          N/A
     10.58          (1.56)            32,285            .88          9.43            N/A           N/A          50          N/A
     11.57          19.82             41,894            .87          9.86            N/A           N/A          57          N/A
     11.93          12.56             49,474            .85          9.43            N/A           N/A          34          N/A

</TABLE>


                                       9
<PAGE>


- --------------------------------------------------------------------------------
                                 PER SHARE DATA
                        --------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                    Less Distributions
                                                           Income from Investment Operations               from
                                                           ---------------------------------        ------------------
                                                        
                                                                  Net Realized                                                    
                                           Net Asset                       and                                                 
                                               Value          Net   Unrealized    Total from           Net                        
                                           ---------      Invest-  Gain (Loss)        Invest-       Invest-         Net      Total
                                           Beginning         ment           on           ment          ment    Realized    Distri-
                                           of Period       Income  Investments     Operations        Income       Gains    butions
- ------------------------------------------------------------------------------------------------------------------------------------

INTERNATIONAL SECURITIES
<S>                                           <C>          <C>          <C>           <C>        <C>         <C>        <C>  
4/16/90* to 12/31/90 ..................       $10.00       $  .03       $  .34        $ .37      $    --     $   --     $  --
1991 ..................................        10.37          .09         1.49         1.58          .03        .05       .08
1992 ..................................        11.87          .15         (.28)        (.13)         .15        .22       .37
1993 ..................................        11.37          .10         2.41         2.51          .14         --       .14
1994 ..................................        13.74          .14         (.32)        (.18)         .05         --       .05
1995 ..................................        13.51          .19         2.25         2.44          .12        .25       .37
1996 ..................................        15.58          .18         2.12         2.30          .19        .50       .69

INVESTMENT GRADE

1/7/92* to 12/31/92 ...................        10.00          .43          .44          .87          .34         --       .34
1993 ..................................        10.53          .65          .49         1.14          .71        .01       .72
1994 ..................................        10.95          .67        (1.06)        (.39)         .16        .09       .25
1995 ..................................        10.31          .67         1.28         1.95          .53         --       .53
1996 ..................................        11.73          .72         (.42)         .30          .67         --       .67

TARGET MATURITY 2007

4/26/95* to 12/31/95 ..................        10.00          .26         2.00         2.26           --         --        --
1996 ..................................        12.26          .56         (.83)        (.27)         .23        .05       .28

TARGET MATURITY 2010

4/30/96* to 12/31/96 ..................        10.00          .26          .90         1.16           --         --        --

UTILITIES INCOME

11/15/93* to 12/31/93 .................        10.00          .01         (.07)        (.06)          --         --        --
1994 ..................................         9.94          .24         (.96)        (.72)         .03         --       .03
1995 ..................................         9.19          .28         2.46         2.74          .19         --       .19
1996 ..................................        11.74          .32          .78         1.10          .27         --       .27
</TABLE>

*    Commencement of operations

+    Some or all expenses have been waived or assumed by the investment  adviser
     from commencement of operations through December 31, 1996.

++   The effect of fees and charges  incurred at the separate  account level are
     not reflected in the performance figures.

+++  Average  commission  rate (per share of  security)  as  required by amended
     disclosure  requirements  effective for fiscal years  beginning on or after
     September 1, 1995.

(a)  Annualized


                                       10
<PAGE>


- --------------------------------------------------------------------------------
                           RATIOS / SUPPLEMENTAL DATA
                        --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   Ratio to Average Net
                                                                                       Assets Before 
                                                      Ratio to Average              Expenses Waived or
                                                       Net Assets +                      Assumed
                                                   ----------------------        ------------------------
                                                                          
 Net Asset                       Net Assets                           Net                         Net                           
     Value                           End of                       Invest-                     Invest-                          
 ---------         Total             Period                          ment                        ment     Portfolio      Average
    End of     Return ++                (in        Expenses        Income        Expenses      Income      Turnover   Commission
    Period            (%)         thousands)            (%)           (%)             (%)         (%)      Rate (%)     Rate +++
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>           <C>            <C>          <C>           <C>       <C>  
    $10.37           5.21(a)          $3,946             --           .99(a)        3.43(a)      (2.43)(a)      29       $  N/A
     11.87          15.24              8,653           1.70           .75           2.27           .18          70          N/A
     11.37          (1.13)            12,246           1.03          1.55           1.38          1.20          36          N/A
     13.74          22.17             21,009           1.14           .97            N/A           N/A          37          N/A
     13.51          (1.29)            31,308           1.03          1.22            N/A           N/A          36          N/A
     15.58          18.70             41,012           1.02          1.42            N/A           N/A          45          N/A
     17.19          15.23             57,955           1.12          1.25            N/A           N/A          67        .0093
                                                                                                                        
     10.53           8.91(a)           4,707            .23(a)       6.16(a)         .93(a)       5.46(a)       72          N/A
     10.95          10.93             10,210            .35          6.32            .85          5.82          64          N/A
     10.31          (3.53)            11,602            .37          6.61            .92          6.06          15          N/A
     11.73          19.69             16,262            .51          6.80            .91          6.40          26          N/A
     11.36           2.84             16,390            .60          6.47            .88          6.19          19          N/A
                                                                                                                        
     12.26          22.60              9,860            .04(a)       6.25(a)         .87(a)       5.42(a)       28          N/A
     11.71          (2.16)            14,647            .60          6.05            .82          5.83          13          N/A
                                                                                                                        
     11.16          11.60              2,195            .60(a)       6.05(a)         .98(a)       5.67(a)        0          N/A
                                                                                                                        
      9.94          (4.66)(a)            494             --          1.46(a)        3.99(a)       (2.52)(a)      0          N/A
      9.19          (7.24)             4,720            .17          4.13            .95          3.35          31          N/A
     11.74          30.26             14,698            .41          4.23            .91          3.73          17          N/A
     12.57           9.57             24,108            .60          3.48            .86          3.22          45        .0707
                                                                                                                    
</TABLE>


                                       11
<PAGE>


                       INVESTMENT OBJECTIVES AND POLICIES

Blue Chip Fund

     Blue Chip Fund seeks to provide investors with high total investment return
consistent  with the  preservation  of  capital.  The Fund seeks to achieve  its
objective by  investing,  under normal  market  conditions,  at least 65% of its
total assets in equity securities of "Blue Chip" companies, including common and
preferred stocks and securities  convertible into common stock, that the Adviser
believes have potential earnings growth that is greater than the average company
included in the Standard & Poor's 500  Composite  Stock Price Index ("S&P 500").
The Fund also may invest up to 35% of its total assets in the equity  securities
of non-Blue Chip companies that the Adviser believes have significant  potential
for growth of capital  or future  income  consistent  with the  preservation  of
capital.  When market  conditions  warrant,  or when the Adviser  believes it is
necessary to achieve the Fund's objective,  the Fund may invest up to 25% of its
total assets in fixed income securities.

     The Fund defines Blue Chip  companies as those  companies that are included
in the  S&P  500.  S&P  500  companies  tend  to be the  companies  with  larger
capitalizations  and histories of payment of dividends.  Blue Chip companies are
considered  to be of  relatively  high quality and  generally  exhibit  superior
fundamental  characteristics,   which  may  include:  potential  for  consistent
earnings growth, a history of profitability and payment of dividends, leadership
position in their  industries  and  markets,  proprietary  products or services,
experienced  management,  high return on equity and a strong balance sheet. Blue
Chip companies  usually exhibit less investment risk and share price  volatility
than smaller,  less established  companies.  Examples of Blue Chip companies are
Microsoft Corp., General Electric Co., Pepsico Inc. and Bristol-Myers Squibb Co.

     The fixed  income  securities  in which the Fund may invest  include  money
market instruments (including prime commercial paper, certificates of deposit of
domestic branches of U.S. banks and bankers' acceptances), obligations issued or
guaranteed as to principal or interest by the U.S.  Government,  its agencies or
instrumentalities  ("U.S. Government  Obligations")  (including  mortgage-backed
securities)  and  corporate  debt  securities.  However,  no more than 5% of the
Fund's net assets may be invested in corporate debt  securities  rated below Baa
by Moody's  Investors  Service,  Inc.  ("Moody's")  or BBB by  Standard & Poor's
Ratings  Group  ("S&P").  The Fund may borrow  money for  temporary or emergency
purposes  in amounts not  exceeding  5% of its total  assets.  The Fund may also
invest up to 10% of its net assets in  American  Depository  Receipts  ("ADRs"),
enter into  repurchase  agreements and make loans of portfolio  securities.  See
"Description of Certain Securities, Other Investment Policies and Risk Factors,"
below, and the SAI for additional information concerning these securities.

Cash Management Fund

     Cash Management Fund seeks to earn a high rate of current income consistent
with  the  preservation  of  capital  and  maintenance  of  liquidity.  The Fund
generally  can invest only in  securities  that mature  within 397 days from the
date of purchase.  In addition,  the Fund  maintains a  dollar-weighted  average
portfolio maturity of 90 days or less.


                                       12
<PAGE>


     Cash  Management  Fund invests  primarily  in (1) high  quality  marketable
securities  issued  or  guaranteed  as to  principal  and  interest  by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances,  time deposits and other short-term  obligations issued by
banks and (3) prime commercial paper and high quality,  U.S. dollar  denominated
short-term  corporate bonds and notes. The U.S.  Government  securities in which
the Fund may invest include a variety of U.S. Treasury securities that differ in
their  interest  rates,  maturities  and  dates of issue.  Securities  issued or
guaranteed  by  agencies  or  instrumentalities  of the U.S.  Government  may be
supported  by the full faith and credit of the United  States or by the right of
the  issuer  to  borrow  from  the  U.S.  Treasury.  See the SAI for  additional
information on U.S. Government securities.  The Fund may invest in domestic bank
certificates of deposit  (insured up to $100,000) and bankers'  acceptances (not
insured) issued by domestic banks and savings  institutions which are insured by
the Federal Deposit  Insurance  Corporation  ("FDIC") and that have total assets
exceeding  $500  million.  The Fund also may invest in  certificates  of deposit
issued by London branches of domestic or foreign banks  ("Eurodollar  CDs"). The
Fund may invest in time  deposits and other  short-term  obligations,  including
uninsured,  direct  obligations  bearing  fixed,  floating or variable  interest
rates,  issued by domestic banks,  foreign  branches of domestic banks,  foreign
subsidiaries  of domestic  banks and  domestic  and foreign  branches of foreign
banks.  See Appendix A to the SAI for a description of commercial  paper ratings
and Appendix B to the SAI for a description of municipal note ratings.  The Fund
also may invest in  repurchase  agreements  with  banks that are  members of the
Federal  Reserve  System or  securities  dealers  that are members of a national
securities exchange or are market makers in U.S. Government securities,  and, in
either case, only where the debt instrument subject to the repurchase  agreement
is a U.S. Treasury or agency obligation.  Repurchase agreements maturing in over
7 days are deemed  illiquid  securities,  and can constitute no more than 10% of
the Fund's net assets.

     Cash  Management   Fund  also  may  purchase  high  quality,   U.S.  dollar
denominated  short-term  bonds and  notes,  including  variable  rate and master
demand  notes  issued by domestic and foreign  corporations  (including  banks).
Floating  and  variable  rate  demand  notes and bonds  permit the Fund,  as the
holder,  to demand  payment of principal at any time, or at specified  intervals
not exceeding  397 days,  in each case upon not more than 30 days'  notice.  The
Fund may borrow  money for  temporary  or  emergency  purposes  in  amounts  not
exceeding 5% of its total assets and make loans of  portfolio  securities.  When
market conditions warrant, the Fund may purchase short-term,  high quality fixed
and variable rate instruments  issued by state and municipal  governments and by
public  authorities  ("Municipal  Instruments").  See  "Description  of  Certain
Securities,   Other  Investment   Policies  and  Risk  Factors"  for  additional
information concerning these securities.

     Cash  Management  Fund may purchase only  obligations  that (1) the Adviser
determines  present  minimal  credit risks based on  procedures  adopted by Life
Series Fund's Board of Trustees,  and (2) are either (a) rated in one of the top
two rating  categories  by any two  nationally  recognized  statistical  ratings
organizations ("NRSROs") (or one, if only one rated the security) or (b) unrated
securities  that the Adviser  determines are of comparable  quality.  Securities
qualify as being in the top rating  category  ("First  Tier  Securities")  if at
least two  NRSROs  (or one,  if only one rated the  security)  have given it the
highest  rating,  or  unrated  securities  that the  Adviser  determines  are of
comparable  quality.  The Fund's  purchases of  commercial  paper are limited to
First Tier Securities.  The Fund may not invest more than 5% of its total assets
in  securities  rated  in the  second  highest  rating  category  ("Second  Tier
Securities").  Investments  in Second  Tier 



                                       13
<PAGE>


Securities  of any one  issuer are  limited  to the  greater of 1% of the Fund's
total assets or $1 million. The Fund generally may invest no more than 5% of its
total assets in the securities of a single issuer (other than securities  issued
by the U.S. Government, its agencies or instrumentalities).

Discovery Fund

     Discovery  Fund seeks  long-term  capital  appreciation,  without regard to
dividend  or  interest  income.  The Fund  seeks to  achieve  its  objective  by
investing  in the  common  stock  of  companies  with  small  to  medium  market
capitalization  that the Adviser  considers to be undervalued or less well known
in the current marketplace and to have potential for capital growth.

     The  Fund  seeks to  invest  in the  common  stock  of  companies  that are
undervalued  in the current market in relation to  fundamental  economic  values
such as earnings,  sales,  cash flow and tangible book value;  that are early in
their corporate development (i.e., before they become widely recognized and well
known and while their reputations and track records are still emerging); or that
offer the possibility of greater earnings because of revitalized management, new
products or  structural  changes in the economy.  Such  companies  primarily are
those with small to medium market  capitalization,  which the Adviser  currently
considers to be market  capitalization of up to $1.5 billion, but which could be
higher under certain market  conditions.  The Adviser  believes that, over time,
these  securities are more likely to appreciate in price than  securities  whose
market prices have already reached their perceived  economic value. In addition,
the  Fund  intends  to  diversify  its  holdings  among  as many  companies  and
industries as the Adviser deems appropriate.

     Companies that are early in their corporate development may be dependent on
relatively few products or services,  may lack adequate capital reserves, may be
dependent  on one or two  management  individuals  and may have  less of a track
record or  historical  pattern of  performance.  In addition,  there may be less
information  available  as to the issuers and their  securities  may not be well
known to the general public and may not yet have wide  institutional  ownership.
Thus, the investment  risk is higher than that normally  associated with larger,
older or better-known companies.

     Investments  in  securities  of  companies  with  small  to  medium  market
capitalization  are  generally  considered  to  offer  greater  opportunity  for
appreciation  and to involve  greater risk of  depreciation  than  securities of
companies  with larger  market  capitalization.  Because the  securities of most
companies with small to medium market  capitalization  are not as broadly traded
as those of companies with larger market  capitalization,  these  securities are
often  subject to wider and more abrupt  fluctuations  in market  price.  In the
past, there have been prolonged periods when these securities have substantially
underperformed   or  outperformed   the  securities  of  larger   capitalization
companies.  In addition,  smaller capitalization  companies generally have fewer
assets  available to cushion an unforeseen  adverse  occurrence and thus such an
occurrence may have a disproportionately negative impact on these companies.



                                       14
<PAGE>


The Fund may  invest up to 15% of its total  assets in common  stocks  issued by
foreign  companies  which  are  traded  on  a  recognized  domestic  or  foreign
securities  exchange.  In addition to the fundamental  analysis of companies and
their industries which it performs for U.S.  issuers,  the Adviser evaluates the
economic  and  political  climate of the country in which the company is located
and the  principal  securities  markets in which  such  securities  are  traded.
Although the foreign stocks in which the Fund invests are primarily  denominated
in foreign  currencies,  the Fund also may invest in ADRs.  The Adviser does not
attempt to time actively either short-term market trends or short-term  currency
trends in any market.  See  "Foreign  Securities--Risk  Factors"  and  "American
Depository Receipts and Global Depository Receipts."

     The Fund may borrow money for  temporary  or emergency  purposes in amounts
not  exceeding 5% of its total assets.  The Fund also may enter into  repurchase
agreements and may make loans of portfolio  securities.  For temporary defensive
purposes, the Fund may invest all of its assets in U.S. Government  Obligations,
prime commercial paper,  certificates of deposit and bankers'  acceptances.  See
the SAI for more information regarding these securities.

Government Fund

     Government  Fund seeks to  achieve a  significant  level of current  income
which is consistent with security and liquidity of principal by investing, under
normal  market  conditions,  at  least  65% of its  assets  in  U.S.  Government
Obligations (including mortgage-backed securities). The Fund has no fixed policy
with  respect to the  duration  of U.S.  Government  Obligations  it  purchases.
Securities  issued or  guaranteed  as to principal  and interest (but not market
value) by the U.S.  Government include a variety of Treasury  securities,  which
differ only in their interest rates, maturities and times of issuance.  Although
the payment of interest and principal on a portfolio  security may be guaranteed
by the U.S.  Government or one of its agencies or  instrumentalities,  shares of
the Fund are not insured or guaranteed  by the U.S.  Government or any agency or
instrumentality.  The net  asset  value of  shares  of the Fund  generally  will
fluctuate in response to interest rate levels.  When interest rates rise, prices
of fixed income  securities  generally  decline;  when interest  rates  decline,
prices  of  fixed  income  securities  generally  rise.  See  "U.S.   Government
Obligations" and "Debt Securities-Risk Factors," below.

     The  Fund  may  invest  in  mortgage-backed  securities,   including  those
involving  Government  National  Mortgage  Association  ("GNMA")   certificates,
Federal National  Mortgage  Association  ("FNMA")  certificates and Federal Home
Loan Mortgage Corporation  ("FHLMC")  certificates.  The Fund also may invest in
securities   issued  or  guaranteed  by  other  U.S.   Government   agencies  or
instrumentalities,  including:  the Federal  Farm Credit  System and the Federal
Home Loan Bank  (each of which may not  borrow  from the U.S.  Treasury  and the
securities of which are not  guaranteed by the U.S.  Government);  the Tennessee
Valley Authority, and the U.S. Postal Service (each of which may borrow from the
U.S. Treasury to meet its obligations);  the Farmers Home Administration and the
Export-Import  Bank (the  securities  of which are  backed by the full faith and
credit of the United States).  The Fund normally  reinvests  principal  payments
(whether  regular or pre-paid) in  additional  mortgage-backed  securities.  See
"Mortgage-Backed Securities," below.


                                       15
<PAGE>



     The Fund may invest up to 35% of its assets in  securities  other than U.S.
Government Obligations and mortgage-backed securities.  These may include: prime
commercial  paper,  certificates of deposit of domestic  branches of U.S. banks,
bankers'  acceptances,  repurchase  agreements  (applicable  to U.S.  Government
Obligations),  insured  certificates  of deposit and  certificates  representing
accrual on U.S. Treasury  securities.  The Fund also may make loans of portfolio
securities and invest in zero coupon  securities.  The Fund may borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
See the SAI for a further discussion of these securities.

     For temporary defensive purposes,  the Fund may invest all of its assets in
cash, cash equivalents and money market instruments, including bank certificates
of  deposit,  bankers'  acceptances  and  commercial  paper  issued by  domestic
corporations, short-term fixed income securities or U.S. Government Obligations.
See the SAI for a description of these securities.

Growth Fund

     The investment objective of Growth Fund is long-term capital  appreciation.
Current  income  through the receipt of interest or dividends  from  investments
will merely be incidental to the Fund's  efforts in pursuing its goal. It is the
policy of the Fund to invest,  under  normal  market  conditions,  primarily  in
common stocks and it is  anticipated  that the Fund will usually be so invested.
It also may invest to a limited degree in  convertible  securities and preferred
stocks.  At  least  75% of the  value  of the  Fund's  total  assets  (excluding
securities  held for  defensive  purposes)  shall be invested in  securities  of
companies  in  industries  in  which  the  Adviser,  or  the  Fund's  investment
subadviser, Wellington Management Company, LLP ("Subadviser" or "WMC"), believes
opportunities  for capital growth exist. The Fund does not intend to concentrate
its  investments  in a particular  industry,  but it may invest up to 25% of the
value of its assets in a  particular  industry.  The Fund may invest up to 5% of
its  total  assets  in  common  stocks  issued  by  foreign  companies  that are
denominated  in U.S.  currency;  provided,  however,  that the  Fund may  invest
without limit in U.S. dollar  denominated  foreign  securities listed on the New
York  Stock  Exchange  ("NYSE").  The Fund may also  invest  in ADRs and  Global
Depository  Receipts ("GDRs"),  purchase  securities on a when-issued or delayed
delivery basis and make loans of portfolio securities. The Fund may borrow money
for  temporary  or emergency  purposes in amounts not  exceeding 5% of its total
assets. For temporary defensive purposes,  the Fund may invest all of its assets
in U.S. Government Obligations,  investment grade bonds, prime commercial paper,
certificates  of  deposit,  bankers'  acceptances,   repurchase  agreements  and
participation interests. See the SAI for a description of these securities.

High Yield Fund

     High Yield Fund primarily seeks high current income and  secondarily  seeks
growth of capital. The Fund actively seeks to achieve its secondary objective to
the extent consistent with its primary objective.  The Fund seeks to achieve its
objectives by investing,  under normal  market  conditions,  at least 65% of its
total assets in high risk, high yield securities,  commonly referred to as "junk
bonds" ("High Yield  Securities").  High Yield Securities  include the following
instruments: fixed, variable or floating rate debt obligations (including bonds,
debentures  and notes) which are rated below Baa by Moody's or below BBB by S&P,
or, if unrated, are deemed to be of comparable quality by the Adviser; preferred
stocks and dividend-paying common stocks that have yields comparable to those of
high yielding debt securities; any of the foregoing 



                                       16
<PAGE>


securities of companies that are financially  troubled, in default or undergoing
bankruptcy or reorganization  ("Deep Discount  Securities");  and any securities
convertible into any of the foregoing. See "High Yield Securities--Risk Factors"
and "Deep Discount Securities."

     The Fund may invest up to 5% of its total assets in debt securities  issued
by foreign  governments  and  companies  located  outside the United  States and
denominated in U.S. or foreign currency. The Fund may borrow money for temporary
or  emergency  purposes in amounts not  exceeding 5% of its total  assets,  make
loans of portfolio  securities,  enter into repurchase  agreements and invest in
zero coupon and pay-in-kind  securities.  The Fund may also invest in securities
on a "when  issued" or  delayed  delivery  basis.  See  "Description  of Certain
Securities,  Other Investment Policies and Risk Factors," below, and the SAI for
more information concerning these securities.

     The Fund may invest up to 35% of its total assets in securities  other than
High Yield  Securities,  including:  dividend-paying  common stocks;  securities
convertible  into, or exchangeable  for, common stock;  debt  obligations of all
types  (including  bonds,  debentures and notes) rated A or better by Moody's or
S&P;  U.S.  Government  Obligations;  warrants;  and  money  market  instruments
consisting  of prime  commercial  paper,  certificates  of deposit  of  domestic
branches of U.S.  banks,  bankers'  acceptances and repurchase  agreements.  The
Adviser  continually  monitors  the  investments  in the  Fund's  portfolio  and
carefully  calculates on a case-by-case  basis whether to dispose of or retain a
debt obligation that has been downgraded.

     In any  period of  market  weakness  or of  uncertain  market  or  economic
conditions,  the Fund may establish a temporary  defensive  position to preserve
capital by having all or part of its assets  invested in  investment  grade debt
securities or retained in cash or cash equivalents,  including bank certificates
of deposit,  bankers'  acceptances,  U.S. Government  Obligations and commercial
paper issued by domestic  corporations.  See "Description of Certain Securities,
Other Investment Policies and Risk Factors," below.

     The medium- to lower-rated,  and certain of the unrated securities in which
the Fund invests tend to offer higher yields than  higher-rated  securities with
the same maturities because the historical financial condition of the issuers of
such securities may not be as strong as that of other issuers.  Debt obligations
rated lower than Baa or BBB by Moody's or S&P, respectively, are speculative and
generally  involve more risk of loss of principal  and income than  higher-rated
securities.  Also,  their yields and market  value tend to  fluctuate  more than
higher quality securities. The greater risks and fluctuations in yield and value
occur because  investors  generally  perceive issuers of lower-rated and unrated
securities to be less creditworthy. These risks cannot be eliminated, but may be
reduced by diversifying  holdings to minimize the portfolio impact of any single
investment.  In addition,  fluctuations in market value does not affect the cash
income from the  securities,  but are  reflected  in the Fund's net asset value.
When  interest  rates rise,  the net asset value of the Fund tends to  decrease.
When interest rates decline, the net asset value of the Fund tends to increase.

     Variable or  floating  rate debt  obligations  in which the Fund may invest
periodically   adjust  their  interest  rates  to  reflect   changing   economic
conditions.  Thus,  changing economic  conditions  specified by the terms of the
security  would serve to change the interest rate and the return  offered to the
investor.  This  reduces  the  effect  of  changing  market  conditions  on  the
security's underlying market value.


                                       17
<PAGE>


     A High Yield Security may itself be convertible  into or  exchangeable  for
equity  securities,  or may carry with it the right to acquire equity securities
evidenced  by warrants  attached  to the  security or acquired as part of a unit
with the security. Although the Fund invests primarily in High Yield Securities,
securities  received  upon  conversion  or exercise of warrants  and  securities
remaining  upon the break-up of units or  detachment of warrants may be retained
to permit  orderly  disposition,  to  establish  a long-term  holding  basis for
Federal income tax purposes or to seek capital appreciation.

     Because of the  greater  number of  investment  considerations  involved in
investing in High Yield  Securities,  the  achievement of the Fund's  investment
objectives  depends more on the Adviser's  research  abilities than would be the
case if the Fund were  investing  primarily  in  securities  in the higher rated
categories.  Because medium- to lower-rated securities generally involve greater
risks of loss of income and principal than  higher-rated  securities,  investors
should  consider  carefully the relative risks  associated  with  investments in
securities  that carry medium to lower  ratings or, if unrated,  deemed to be of
comparable quality by the Adviser. See "High Yield Securities--Risk Factors" and
Appendix A for a description of corporate bond ratings.

     The dollar weighted average of credit ratings (based on ratings by Moody's)
of all bonds held by the Fund during the 1996 fiscal year, computed on a monthly
basis, is set forth below. This information  reflects the average composition of
the  Fund's  assets  during  the  1996  fiscal  year  and  is  not   necessarily
representative  of the Fund as of the end of its 1996 fiscal  year,  the current
fiscal year or at any other time in the future.

                                                          Comparable Quality of
                                                          Unrated Securities to
                                 Rated by Moody's        Bonds Rated by Moody's
                                 ----------------        ----------------------

      Ba                               9.94%                     0.0%
      B                               73.88                      0.16
      Caa                              0.46                      1.96
                                    -------                    ------
      Total                           84.28%                     2.12%

International Securities Fund

     International  Securities Fund primarily seeks long-term capital growth and
secondarily  seeks to earn a reasonable  level of current  income.  The Fund may
invest  in  all  types  of  securities   issued  by  companies  and   government
instrumentalities  of any nation approved by the Board, subject only to industry
concentration and issuer diversification restrictions described below and in the
SAI. This investment  flexibility  permits the Fund to react to rapidly changing
economic  conditions among countries which cause the relative  attractiveness of
investments within national markets to be subject to frequent reappraisal. It is
a fundamental  policy of the Fund that no more than 35% of its total assets will
be  invested  in  securities  issued  by  U.S.  companies  and  U.S.  Government
Obligations  or cash and  cash  equivalents  denominated  in U.S.  currency.  In
addition,  the Fund  presently  does not  intend to invest  more than 35% of its
total  assets in any one  particular  country.  Further,  except  for  temporary
defensive purposes, the Fund's assets will be invested in securities of at least
three different countries outside the United States. See "Foreign



                                       18
<PAGE>


Securities--Risk  Factors".  For defensive  purposes,  the Fund may  temporarily
invest in securities  issued by U.S.  companies and the U.S.  Government and its
agencies  and  instrumentalities,   or  cash  equivalents  denominated  in  U.S.
currency, without limitation as to amount.

     The Fund may purchase securities traded on any foreign stock exchange.  The
Fund may also purchase  ADRs and GDRs.  See  "American  Depository  Receipts and
Global  Depository  Receipts,"  below. The Fund also may invest up to 25% of its
total assets in unlisted securities of foreign issuers; provided,  however, that
no more than 15% of the value of its net  assets  may be  invested  in  unlisted
securities  with a limited  trading market and other illiquid  investments.  The
investment  standards for the selection of unlisted  securities  are the same as
those used in the purchase of securities traded on a stock exchange.

     The Fund may  invest  in  warrants,  which  may or may not be  listed  on a
recognized  United  States or  foreign  exchange.  The Fund also may enter  into
repurchase agreements,  purchase securities on a when-issued or delayed delivery
basis and make loans of portfolio securities. The Fund also may borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
In addition, the Fund can engage in hedging and options strategies.  See the SAI
for further information concerning these securities.

Investment Grade Fund

     Investment  Grade  Fund  seeks  to  generate  a  maximum  level  of  income
consistent with investment in investment grade debt  securities.  The Fund seeks
to achieve its objective by investing,  under normal market conditions, at least
65% of its total assets in debt securities of U.S. issuers that are rated in the
four highest rated  categories by Moody's or S&P, or in unrated  securities that
are  deemed  to be of  comparable  quality  by the  Adviser  ("investment  grade
securities").  The  Fund  may  invest  up to 35% of its  total  assets  in  U.S.
Government Obligations (including  mortgage-backed  securities)  dividend-paying
common  and  preferred  stocks,  obligations  convertible  into  common  stocks,
repurchase  agreements,  debt securities  rated below investment grade and money
market instruments.  The Fund may invest up to 5% of its net assets in corporate
or  government  debt  securities  of  foreign  issuers  which  are  U.S.  dollar
denominated  and  traded in U.S.  markets.  The Fund may also  borrow  money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
The Fund may purchase securities on a when-issued basis, make loans of portfolio
securities and invest in zero coupon or pay-in-kind securities. See "Description
of Certain  Securities,  Other Investment Policies and Risk Factors," below, and
the SAI for additional information concerning these securities.

     The published  reports of rating  services are considered by the Adviser in
selecting rated  securities for the Fund's  portfolio.  The Adviser also relies,
among other things,  on its own credit  analysis,  which includes a study of the
existing debt's capital  structure,  the issuer's ability to service debt (or to
pay dividends,  if investing in common or preferred stock) and the current trend
of earnings  for the issuer.  Although up to 100% of the Fund's total assets can
be invested in debt securities  rated at least Baa by Moody's or at least BBB by
S&P,  or  unrated  debt  securities  deemed to be of  comparable  quality by the
Adviser,  no more than 5% of the  Fund's  net  assets  may be  invested  in debt
securities  rated lower than Baa by Moody's or BBB by S&P (including  securities
that have been downgraded),  or, if unrated,  deemed to be of comparable quality
by the Adviser,  or in any equity  securities of any issuer if a majority of the
debt  securities  of such  issuer are rated  lower than Baa by Moody's or BBB by
S&P. Securities rated BBB or Baa by S&P or 


                                       19


<PAGE>


Moody's,  respectively,  are  considered to be  speculative  with respect to the
issuer's  ability  to  make  principal  and  interest   payments.   The  Adviser
continually  monitors the  investments  in the Fund's  portfolio  and  carefully
evaluates  on a  case-by-case  basis  whether  to  dispose  of or  retain a debt
security which has been downgraded to a rating lower than investment  grade. See
"Debt  Securities--Risk  Factors" and Appendix A for a description  of corporate
bond ratings.

     For temporary defensive purposes,  the Fund may invest all of its assets in
money market instruments,  short-term fixed income securities or U.S. Government
Obligations.  See "Description of Certain Securities,  Other Investment Policies
and Risk Factors," below, and the SAI.

Target Maturity 2007 Fund
Target Maturity 2010 Fund

     Target  Maturity  2007  Fund  seeks to  provide  a  predictable  compounded
investment  return for  investors  who hold their Fund  shares  until the Fund's
maturity, consistent with preservation of capital.

     Target  Maturity  2010  Fund  seeks to  provide  a  predictable  compounded
investment  return for  investors  who hold their Fund  shares  until the Fund's
maturity consistent with the preservation of capital.

     Each  Fund  will seek its  objective  by  investing,  under  normal  market
conditions, at least 65% of its total assets in zero coupon securities which are
issued by the U.S. Government and its agencies and  instrumentalities or created
by third parties using securities issued by the U.S. Government and its agencies
and  instrumentalities.  With  respect  to  Target  Maturity  2007  Fund,  these
investments  will mature no later than  December  31, 2007 and,  with respect to
Target Maturity 2010 Fund, these  investments will mature no later than December
31,  2010.  December  31, 2007 and  December  31,  2010 are herein  collectively
referred to as the  "Maturity  Date." On the  Maturity  Date,  each Fund will be
converted to cash and  distributed  or reinvested in another Fund of Life Series
Fund at the investor's choice.

     Each Fund seeks to provide  investors  with a positive  total return at the
Maturity  Date  which,  together  with the  reinvestment  of all  dividends  and
distributions,  exceeds  their  original  investment  in a Fund by a  relatively
predictable  amount.  While the risk of fluctuation in the values of zero coupon
securities is greater when the period to maturity is longer,  that risk tends to
diminish as the Maturity Date approaches. Although an investor can redeem shares
at the current net asset value at any time,  any investor who redeems his or her
shares  prior to the Maturity  Date is likely to achieve a different  investment
result than the return that was predicted on the date the  investment  was made,
and may even suffer a significant loss.

     Zero coupon  securities are debt obligations that do not entitle the holder
to any periodic  payment of interest  prior to maturity or a specified date when
the securities  begin paying current  interest.  They are issued and traded at a
discount from their face amount or par value.  This discount varies depending on
the time remaining until maturity,  prevailing interest rates,  liquidity of the
security and the perceived credit quality of the issuer.  When held to maturity,
the entire return of a zero coupon security,  which consists of the accretion of
the discount, comes from the difference between its issue price and its maturity
value.  This difference is known at the time 




                                       20
<PAGE>


of purchase, so investors holding zero coupon securities until maturity know the
amount of their investment  return at the time of their  investment.  The market
values are subject to greater market  fluctuations  from changing interest rates
prior to maturity than the values of debt  obligations of comparable  maturities
that bear interest currently. See "Zero Coupon Securities-Risk Factors."

     A portion of the total realized  return from  conventional  interest-paying
bonds comes from the  reinvestment  of periodic  interest.  Since the rate to be
earned on these reinvestments may be higher or lower than the rate quoted on the
interest-paying bonds at the time of the original purchase,  the total return of
interest-paying  bonds is uncertain  even for investors  holding the security to
its maturity.  This uncertainty is commonly referred to as reinvestment risk and
can have a significant  impact on total realized  investment  return.  With zero
coupon  securities,  however,  there are no cash  distributions to reinvest,  so
investors bear no reinvestment  risk if they hold the zero coupon  securities to
maturity.

     Each Fund primarily  will purchase  three types of zero coupon  securities:
(1) U.S. Treasury STRIPS  (Separately  Traded Registered  Interest and Principal
Securities),  which are  created  when the  coupon  payments  and the  principal
payment  are  stripped  from an  outstanding  Treasury  security  by the Federal
Reserve Bank. Bonds issued by the Resolution Funding  Corporation  (REFCORP) can
also be stripped in this  fashion.  (2) STRIPS  which are created  when a dealer
deposits a Treasury  security or a Federal agency  security with a custodian for
safekeeping and then sells the coupon  payments and principal  payment that will
be generated by this security.  Bonds issued by the Financing Corporation (FICO)
can be stripped in this fashion.  (3) Zero coupon securities of federal agencies
and instrumentalities  either issued directly by an agency in the form of a zero
coupon bond or created by stripping an outstanding bond.

     Each  Fund  may  invest  up to 35% of its  total  assets  in the  following
instruments: interest- bearing obligations issued by the U.S. Government and its
agencies and instrumentalities (see "U.S. Government  Obligations"),  including,
for Target Maturity 2007 Fund, zero coupon securities maturing beyond 2007, and,
for Target  Maturity 2010 Fund,  zero coupon  securities  maturing  beyond 2010;
corporate  debt  securities,   including   corporate  zero  coupon   securities;
repurchase  agreements;   and  money  market  instruments  consisting  of  prime
commercial paper, certificates of deposit of domestic branches of U.S. banks and
bankers'  acceptances.  Each Fund may only invest in debt securities  rated A or
better by  Moody's  or S&P or in  unrated  securities  that are  deemed to be of
comparable quality by the Adviser. Debt obligations rated A or better by Moody's
or S&P comprise what are known as high-grade  bonds and are regarded as having a
strong  capacity to repay principal and make interest  payments.  See Appendix A
for a  description  of  corporate  bond  ratings.  Each Fund may also  invest in
restricted  and  illiquid  securities,  make loans of portfolio  securities  and
purchase  securities on a when-issued  basis.  See the SAI for more  information
regarding these types of investments.


                                       21
<PAGE>


Utilities Income Fund

     The primary  investment  objective of Utilities Income Fund is to seek high
current income.  Long-term capital  appreciation is a secondary  objective.  The
Fund seeks its objectives by investing, under normal market conditions, at least
65% of its total  assets  in  equity  and debt  securities  issued by  companies
primarily engaged in the public utilities  industry.  Equity securities in which
the  Fund  may  invest  include  common  stocks,  preferred  stocks,  securities
convertible  into common  stocks or preferred  stocks,  and warrants to purchase
common or preferred stocks. Debt securities in which the Fund may invest will be
rated at the time of  investment  at least A by Moody's  or S&P or, if  unrated,
will be deemed to be of comparable  quality as  determined by the Adviser.  Debt
securities  rated A or higher by Moody's or S&P or, if unrated,  deemed to be of
comparable  quality by the Adviser,  are regarded as having a strong capacity to
pay principal and  interest.  The Fund's policy is to attempt to sell,  within a
reasonable  time  period,  a debt  security  in its  portfolio  which  has  been
downgraded  below A, provided that such  disposition is in the best interests of
the Fund and its  shareholders.  See Appendix A for a  description  of corporate
bond ratings. The portion of the Fund's assets invested in equity securities and
in debt  securities will vary from time to time due to changes in interest rates
and economic and other factors.

     The utility companies in which the Fund invests include companies primarily
engaged in the ownership or operation of facilities used to provide electricity,
gas, water or telecommunications (including telephone,  telegraph and satellite,
but not companies engaged in public broadcasting or cable television). For these
purposes,  "primarily  engaged"  means  that (1) more than 50% of the  company's
assets are devoted to the  ownership or operation of one or more  facilities  as
described  above, or (2) more than 50% of the company's  operating  revenues are
derived  from the business or  combination  of any of the  businesses  described
above. It should be noted that based on this definition,  the Fund may invest in
companies  which  are  also  involved  to a  significant  degree  in  non-public
utilities activities.

     Utility  stocks  generally  offer  dividend  yields  that  exceed  those of
industrial  companies  and their prices tend to be less  volatile than stocks of
industrial companies. However, utility stocks can still be affected by the risks
of the  stock  of  industrial  companies.  Because  the  Fund  concentrates  its
investments  in public  utilities  companies,  the value of its  shares  will be
especially  affected by factors  peculiar  to the  utilities  industry,  and may
fluctuate  more  widely  than the value of shares  of a fund that  invests  in a
broader range of industries. See "Utilities Industries--Risk Factors."

     The  Fund  may  invest  up to 35%  of its  total  assets  in the  following
instruments: debt securities (rated at least A by Moody's or S&P) and common and
preferred  stocks  of  non-utility   companies;   U.S.  Government   Obligations
(including  mortgage-backed  securities);  cash;  and money  market  instruments
consisting of prime  commercial  paper,  bankers'  acceptances,  certificates of
deposit  and  repurchase  agreements.  The Fund may  invest in  securities  on a
"when-issued" or delayed delivery basis and make loans of portfolio  securities.
The Fund may  invest up to 10% of its net  assets in ADRs.  The Fund may  borrow
money for temporary or emergency purposes in amounts not exceeding 5% of its net
assets. The Fund also may invest in zero coupon and pay-in-kind  securities.  In
addition, in any period of market weakness or of uncertain market



                                       22
<PAGE>


or economic conditions, the Fund may establish a temporary defensive position to
preserve capital by having all of its assets invested in short-term fixed income
securities  or  retained  in  cash  or  cash  equivalents.  See  the  SAI  for a
description of these securities.

     General.  Each Fund's net asset value  fluctuates based mainly upon changes
in the value of its portfolio securities.  Each Fund's investment objectives and
certain  investment  limitations set forth in the SAI are  fundamental  policies
that may not be changed without shareholder approval.  There can be no assurance
that any Fund will achieve its investment objectives.

Description of Certain Securities, Other Investment Policies and Risk Factors

     American  Depository  Receipts and Global  Depository  Receipts.  Blue Chip
Fund,  International  Securities  Fund,  Growth Fund,  Utilities Income Fund and
Discovery Fund may invest in sponsored and  unsponsored  ADRs. ADRs are receipts
typically  issued by a U.S.  bank or trust company  evidencing  ownership of the
underlying securities of foreign issuers, and other forms of depository receipts
for  securities of foreign  issuers.  Generally,  ADRs, in registered  form, are
denominated  in U.S.  dollars and are  designed  for use in the U.S.  securities
markets.  Thus, these securities are not denominated in the same currency as the
securities  into which they may be  converted.  In addition,  the issuers of the
securities  underlying  unsponsored ADRs are not obligated to disclose  material
information in the United States and,  therefore,  there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value to the ADRs.  International Securities Fund and
Growth Fund may also invest in sponsored and  unsponsored  GDRs. GDRs are issued
globally  and  evidence a similar  ownership  arrangement.  Generally,  GDRs are
designed  for  trading  in  non-U.S.  securities  markets.  ADRs  and  GDRs  are
considered to be foreign securities by each of the above Funds, as appropriate.

     Bankers'  Acceptances.  Each  Fund  may  invest  in  bankers'  acceptances.
Bankers'   acceptances  are  short-term  credit   instruments  used  to  finance
commercial  transactions.  Generally,  an  acceptance is a time draft drawn on a
bank by an exporter  or  importer to obtain a stated  amount of funds to pay for
specific  merchandise.  The draft is then  "accepted" by a bank that, in effect,
unconditionally  guarantees  to pay the  face  value  of the  instrument  on its
maturity date. The acceptance may then be held by the accepting bank as an asset
or it may be sold in the  secondary  market at the going rate of interest  for a
specific  maturity.  Although  maturities for  acceptances can be as long as 270
days, most acceptances have maturities of six months or less.

     Certificates  of  Deposit.  Each Fund may  invest in bank  certificates  of
deposit ("CDs").  The FDIC is an agency of the U.S. Government which insures the
deposits of certain banks and savings and loan  associations  up to $100,000 per
deposit.  The  interest  on such  deposits  may not be  insured if this limit is
exceeded.  Current Federal  regulations  also permit such  institutions to issue
insured  negotiable  CDs in amounts of $100,000 or more,  without  regard to the
interest  rate  ceilings  on other  deposits.  To remain  fully  insured,  these
investments  currently  must be limited to $100,000  per insured bank or savings
and loan association.

     Commercial  Paper.  Commercial  paper  is a  promissory  note  issued  by a
corporation to finance  short-term credit needs which may either be unsecured or
backed by a letter of credit. Commercial paper includes notes, drafts or similar
instruments payable on demand or having a



                                       23
<PAGE>


maturity at the time of issuance not exceeding nine months, exclusive of days of
grace or any renewal  thereof.  See Appendix A to the SAI for a  description  of
commercial paper ratings.

     Convertible Securities. A convertible security is a bond, debenture,  note,
preferred  stock or other security that may be converted into or exchanged for a
prescribed  amount of common  stock of the same or a different  issuer  within a
particular  period  of time at a  specified  price  or  formula.  A  convertible
security  entitles  the  holder to receive  interest  paid or accrued on debt or
dividends paid on preferred stock until the convertible  security  matures or is
redeemed, converted or exchanged.  Convertible securities have unique investment
characteristics  in that they  generally  (1) have  higher  yields  than  common
stocks,  but lower yields than comparable  non-convertible  securities,  (2) are
less subject to fluctuation in value than the underlying stock because they have
fixed  income  characteristics,  and  (3)  provide  the  potential  for  capital
appreciation if the market price of the underlying  common stock increases.  See
the SAI for more information on convertible securities.

     Debt  Securities--Risk  Factors.  The market  value of debt  securities  is
influenced  primarily by changes in the level of interest rates.  Generally,  as
interest rates rise, the market value of debt securities decreases.  Conversely,
as interest rates fall, the market value of debt securities  increases.  Factors
which  could  result in a rise in interest  rates,  and a decrease in the market
value  of debt  securities,  include  an  increase  in  inflation  or  inflation
expectations,  an increase in the rate of U.S.  economic growth, an expansion in
the Federal budget  deficit or an increase in the price of  commodities  such as
oil.  In  addition,  the  market  value  of debt  securities  is  influenced  by
perceptions of the credit risks associated with such securities.  Credit risk is
the risk that  adverse  changes in  economic  conditions  can affect an issuer's
ability to pay principal and interest. Sale of debt securities prior to maturity
may result in a loss and the inability to replace the sold  securities with debt
securities  with a similar  yield.  Debt  obligations  rated  lower  than Baa by
Moody's or BBB by S&P, commonly referred to as "junk bonds," are speculative and
generally   involve  a  higher  risk  of  loss  of  principal  and  income  than
higher-rated securities.  See "High Yield Securities--Risk Factors" and Appendix
A for a description of corporate bond ratings.

     Deep Discount Securities. High Yield Fund may invest up to 15% of its total
assets in securities of companies that are financially  troubled,  in default or
undergoing  bankruptcy or reorganization.  Such securities are usually available
at a deep discount from the face value of the  instrument.  The Fund will invest
in Deep Discount  Securities when the Adviser  believes that there exist factors
that are likely to restore the company to a healthy  financial  condition.  Such
factors  include a  restructuring  of debt,  management  changes,  existence  of
adequate assets or other unusual  circumstances.  Debt instruments  purchased at
deep discounts may pay very high effective yields. In addition, if the financial
condition  of the issuer  improves,  the  underlying  value of the  security may
increase,  resulting  in  a  capital  gain.  If  the  company  defaults  on  its
obligations  or  remains  in  default,  or if  the  plan  of  reorganization  is
insufficient  for  debtholders,  the Deep  Discount  Securities  may stop paying
interest and lose value or become worthless. The Adviser will attempt to balance
the benefits of Deep Discount  Securities with their risks.  While a diversified
portfolio may reduce the overall  impact of a Deep Discount  Security that is in
default or loses its  value,  the risk  cannot be  eliminated.  See "High  Yield
Securities--Risk Factors."


                                       24
<PAGE>


     Eurodollar  Certificates  of Deposit.  Cash  Management  Fund may invest in
Eurodollar  CDs,  which are issued by London  branches  of  domestic  or foreign
banks.  Such securities  involve risks that differ from  certificates of deposit
issued by domestic branches of U.S. banks.  These risks include future political
and economic developments, the possible imposition of United Kingdom withholding
taxes on interest income payable on the securities,  the possible  establishment
of  exchange  controls,  the  possible  seizure  or  nationalization  of foreign
deposits or the adoption of other foreign  governmental  restrictions that might
adversely affect the payment of principal and interest on such securities.

     Foreign Securities--Risk Factors. International Securities Fund, High Yield
Fund and Discovery Fund may sell a security  denominated  in a foreign  currency
and retain the  proceeds  in that  foreign  currency to use at a future date (to
purchase  other  securities  denominated  in that  currency)  or a Fund  may buy
foreign  currency  outright to purchase  securities  denominated in that foreign
currency at a future date.  Investing in foreign  securities  involves more risk
than  investing in  securities  of U.S.  companies.  Because none of these Funds
intend to hedge their foreign investments,  the Fund will be affected by changes
in exchange  control  regulations  and  fluctuations  in the  relative  rates of
exchange between the currencies of different nations, as well as by economic and
political  developments.  Growth Fund may invest in securities issued by foreign
companies  that are  denominated  in U.S.  currency.  Risks  involved in foreign
securities  include  the  following:   there  may  be  less  publicly  available
information about foreign  companies  comparable to the reports and ratings that
are published  about companies in the United States;  foreign  companies are not
generally  subject to  uniform  accounting,  auditing  and  financial  reporting
standards and  requirements  comparable to those  applicable to U.S.  companies;
some foreign stock markets have substantially less volume than U.S. markets, and
securities  of some foreign  companies  are less liquid and more  volatile  than
securities  of  comparable  U.S.   companies;   there  may  be  less  government
supervision  and  regulation  of foreign  stock  exchanges,  brokers  and listed
companies than exist in the United States;  and there may be the  possibility of
expropriation  or  confiscatory  taxation,  political or social  instability  or
diplomatic  developments  which  could  affect  assets of a Fund held in foreign
countries.

     International   Securities  Fund's  and  Discovery  Fund's  investments  in
emerging markets include  investments in countries whose economies or securities
markets are not yet highly  developed.  Special  considerations  associated with
these emerging market investments (in addition to the  considerations  regarding
foreign  investments  generally) may include,  among others,  greater  political
uncertainties,  an economy's dependence on revenues from particular  commodities
or  on  international   aid  or  development   assistance,   currency   transfer
restrictions,  a limited  number of  potential  buyers for such  securities  and
delays and disruptions in securities settlement procedures.

     High Yield  Securities--Risk  Factors. High Yield Securities are subject to
certain  risks  that  may  not be  present  with  investments  in  higher  grade
securities.

     Effect of Interest Rate and Economic  Changes.  High Yield Securities rated
lower than Baa by Moody's or BBB by S&P,  commonly  referred to as "junk bonds,"
are  speculative  and  generally  involve a higher risk or loss of principal and
income than higher-rated securities. The prices of High Yield Securities tend to
be less sensitive to interest rate changes than  higher-rated  investments,  but
may be more  sensitive  to  adverse  economic  changes or  individual  corporate
developments.  Periods of economic  uncertainty and changes  generally result in
increased  



                                       25
<PAGE>


volatility in the market prices and yields of High Yield  Securities and thus in
a Fund's net asset value. A strong economic downturn or a substantial  period of
rising   interest  rates  could  severely  affect  the  market  for  High  Yield
Securities.  In these  circumstances,  highly  leveraged  companies  might  have
greater difficulty in making principal and interest payments,  meeting projected
business  goals,  and obtaining  additional  financing.  Thus,  there could be a
higher incidence of default.  This would affect the value of such securities and
thus a Fund's net asset value.  Further,  if the issuer of a security owned by a
Fund defaults, that Fund might incur additional expenses to seek recovery.

     Generally,  when  interest  rates  rise,  the  value  of  fixed  rate  debt
obligations,  including High Yield Securities,  tends to decrease; when interest
rates fall, the value of fixed rate debt  obligations  tends to increase.  If an
issuer of a High  Yield  Security  containing  a  redemption  or call  provision
exercises  either  provision in a declining  interest rate market,  a Fund would
have to replace  the  security,  which could  result in a  decreased  return for
shareholders.  Conversely, if a Fund experiences unexpected net redemptions in a
rising  interest  rate market,  it might be forced to sell  certain  securities,
regardless of investment  merit.  This could result in decreasing  the assets to
which Fund expenses  could be allocated and in a reduced rate of return for that
Fund.   While  it  is  impossible  to  protect   entirely   against  this  risk,
diversification  of a Fund's  portfolio  and the Adviser's  careful  analysis of
prospective  portfolio  securities  should  minimize the impact of a decrease in
value of a particular security or group of securities in a Fund's portfolio.

     The High Yield  Securities  Market.  The market for below  investment grade
bonds expanded rapidly in recent years and its growth paralleled a long economic
expansion.  In the past, the prices of many lower-rated debt securities declined
substantially,  reflecting an expectation  that many issuers of such  securities
might experience financial difficulties.  As a result, the yields on lower-rated
debt securities rose dramatically.  However,  such higher yields did not reflect
the value of the income streams that holders of such  securities  expected,  but
rather the risk that holders of such securities could lose a substantial portion
of their value as a result of the issuers'  financial  restructuring or default.
There can be no  assurance  that such  declines  in the below  investment  grade
market will not reoccur.  The market for below  investment grade bonds generally
is thinner and less active than that for higher quality bonds, which may limit a
Fund's  ability to sell such  securities at fair value in response to changes in
the  economy  or  the  financial   markets.   Adverse   publicity  and  investor
perceptions, whether or not based on fundamental analysis, may also decrease the
values and  liquidity of lower rated  securities,  especially in a thinly traded
market.

     Credit Ratings. The credit ratings issued by credit rating services may not
fully  reflect the true risks of an  investment.  For  example,  credit  ratings
typically  evaluate the safety of principal  and interest  payments,  not market
value risk, of High Yield  Securities.  Also, credit rating agencies may fail to
change on a timely  basis a credit  rating to  reflect  changes in  economic  or
company  conditions that affect a security's market value.  Although the Adviser
considers  ratings of  recognized  rating  services such as Moody's and S&P, the
Adviser  primarily relies on its own credit analysis,  which includes a study of
existing debt, capital structure,  ability to service debt and to pay dividends,
the issuer's sensitivity to economic  conditions,  its operating history and the
current trend of earnings. High Yield Fund may invest in securities rated as low
as D by S&P or C by Moody's or, if unrated,  deemed to be of comparable  quality
by the Adviser. Debt obligations with these ratings either have defaulted or are
in great danger of defaulting and are considered to be highly  speculative.  See
"Deep Discount  Securities." The Adviser continually 


                                       26
<PAGE>

monitors the investments in a Fund's portfolio and carefully  evaluates  whether
to dispose of or retain High Yield Securities whose credit ratings have changed.
See Appendix A for a description of corporate bond ratings.

     Liquidity and  Valuation.  Lower-rated  bonds are typically  traded among a
smaller number of broker-dealers than in a broad secondary market. Purchasers of
High Yield Securities tend to be institutions, rather than individuals, which is
a factor  that  further  limits the  secondary  market.  To the  extent  that no
established  retail secondary market exists,  many High Yield Securities may not
be as liquid as  higher-grade  bonds.  A less active and thinner market for High
Yield Securities than that available for higher quality securities may result in
more volatile  valuations of a Fund's  holdings and more difficulty in executing
trades at favorable prices during unsettled market conditions.

     The  ability  of a Fund to  value or sell  High  Yield  Securities  will be
adversely  affected  to the extent  that such  securities  are thinly  traded or
illiquid.  During such periods, there may be less reliable objective information
available and thus the responsibility of Life Series Fund's Board of Trustees to
value High Yield  Securities  becomes more  difficult,  with judgment  playing a
greater  role.  Further,  adverse  publicity  about the economy or a  particular
issuer may  adversely  affect the  public's  perception  of the value,  and thus
liquidity,  of a High Yield Security,  whether or not such perceptions are based
on a fundamental analysis.

     Legislation.  Provisions of the Revenue  Reconciliation Act of 1989 limit a
corporate  issuer's  deduction for a portion of the original  issue  discount on
"high yield discount"  obligations  (including certain pay-in-kind  securities).
This limitation could have a materially adverse impact on the market for certain
High  Yield  Securities.  From time to time,  legislators  and  regulators  have
proposed  other  legislation  that  would  limit  the  use of  high  yield  debt
securities in leveraged  buyouts,  mergers and  acquisitions.  It is not certain
whether such proposals, which also could adversely affect High Yield Securities,
will be enacted into law.

   Mortgage-Backed Securities

     Mortgage  loans  made by banks,  savings  and loan  institutions  and other
lenders are often  assembled  into pools,  the interests in which are issued and
guaranteed by an agency or  instrumentality of the U.S.  Government,  though not
necessarily by the U.S. Government itself.  Interests in such pools are referred
to herein as "mortgage-backed  securities." The market value of these securities
will  fluctuate as interest  rates and market  conditions  change.  In addition,
prepayment   of   principal   by  the   mortgagees,   which  often  occurs  with
mortgage-backed securities when interest rates decline, can significantly change
the realized yield of these securities.

     GNMA  certificates  are backed as to the timely  payment of  principal  and
interest  by the full  faith and  credit  of the U.S.  Government.  Payments  of
principal and interest on FNMA  certificates are guaranteed only by FNMA itself,
not by the full  faith and  credit of the U.S.  Government.  FHLMC  certificates
represent  mortgages  for which  FHLMC has  guaranteed  the  timely  payment  of
principal and interest but, like a FNMA certificate,  they are not guaranteed by
the full faith and credit of the U.S. Government.


                                       27
<PAGE>

     Collateralized Mortgage Obligations and Multiclass Pass-Through Securities.
Collateralized mortgage obligations ("CMOs") are debt obligations collateralized
by  mortgage  loans or mortgage  pass-through  securities.  Typically,  CMOs are
collateralized  by  GNMA   certificates  or  other  government   mortgage-backed
securities (such collateral  collectively  hereinafter  referred to as "Mortgage
Assets").  Multiclass  pass-through  securities are interests in trusts that are
comprised of Mortgage Assets. Unless the context indicates otherwise, references
herein to CMOs include multiclass pass-through securities. Payments of principal
of, and interest on, the Mortgage Assets,  and any reinvestment  income thereon,
provide  the  funds  to pay  debt  service  on the  CMOs  or to  make  scheduled
distributions  on  the  multiclass  pass-through   securities.   CMOs  in  which
Government Fund may invest are issued or guaranteed by U.S.  Government agencies
or  instrumentalities,  such as FNMA and FHLMC. See the SAI for more information
on CMOs.

     Stripped Mortgage-Backed Securities.  Government Fund, Target Maturity 2007
Fund and  Target  Maturity  2010  Fund may  invest in  stripped  mortgage-backed
securities ("SMBS"),  which are derivative multiclass mortgage securities.  SMBS
are usually  structured with two classes that receive  different  proportions of
the interest  and  principal  distributions  from a pool of mortgage  assets.  A
common type of SMBS will have one class  receiving  most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest while the other class will receive all of the principal.  If the
underlying  Mortgage Assets experience  greater than anticipated  prepayments of
principal,  the Fund may fail to fully  recoup its initial  investment  in these
securities.  The market value of the class  consisting  primarily or entirely of
principal  payments  generally is  unusually  volatile in response to changes in
interest rates.

     Risks  of  Mortgage-Backed   Securities.   Investments  in  mortgage-backed
securities  entail both market and prepayment risk.  Fixed-rate  mortgage-backed
securities  are priced to reflect,  among other  things,  current and  perceived
interest rate conditions. As conditions change, market values will fluctuate. In
addition, the mortgages underlying  mortgage-backed  securities generally may be
prepaid in whole or in part at the option of the individual  buyer.  Prepayments
of the underlying  mortgages can affect the yield to maturity on mortgage-backed
securities  and, if interest rates decline,  the prepayment may only be invested
at the then  prevailing  lower  interest  rate.  Changes  in market  conditions,
particularly during periods of rapid or unanticipated changes in market interest
rates,  may result in  volatility  and reduced  liquidity of the market value of
certain  mortgage-backed  securities.  CMOs  and  SMBS  involve  similar  risks,
although they may be more volatile and even less liquid.

     Preferred Stock. A preferred stock is a blend of the  characteristics  of a
bond and common stock.  It can offer the higher yield of a bond and has priority
over common stock in equity ownership, but does not have the seniority of a bond
and,  unlike  common  stock,  its  participation  in the issuer's  growth may be
limited.  Preferred  stock has  preference  over common  stock in the receipt of
dividends  and in any  residual  assets after  payment to  creditors  should the
issuer be  dissolved.  Although the  dividend is set at a fixed annual rate,  in
some circumstances it can be changed or omitted by the issuer.



                                       28
<PAGE>


     Repurchase  Agreements.  Repurchase  agreements are transactions in which a
Fund  purchases  securities  from a bank or  recognized  securities  dealer  and
simultaneously  commits  to resell  the  securities  to the bank or dealer at an
agreed-upon date and price reflecting a market rate of interest unrelated to the
coupon rate or maturity of the purchased securities. Each Fund's risk is limited
primarily  to the  ability of the seller to  repurchase  the  securities  at the
agreed-upon  price  upon the  delivery  date.  See the SAI for more  information
regarding repurchase agreements.

     Restricted and Illiquid  Securities.  Each Fund, other than Cash Management
Fund,  may  invest up to 15% of its net  assets  in  illiquid  securities.  Cash
Management  Fund may invest up to 10% of its net assets in illiquid  securities.
These securities  include (1) securities that are illiquid due to the absence of
a readily available market or due to legal or contractual restrictions on resale
and (2)  repurchase  agreements  maturing  in more  than  seven  days.  However,
illiquid  securities for purposes of this  limitation do not include  securities
eligible  for resale to  qualified  institutional  buyers  pursuant to Rule 144A
under the Securities Act of 1933, as amended,  which Life Series Fund's Board of
Trustees or the Adviser or the  Subadviser,  as  applicable,  has determined are
liquid  under  Board-approved  guidelines.  See  the SAI  for  more  information
regarding restricted and illiquid securities.

     Under  current  guidelines  of the  staff  of the  SEC,  interest-only  and
principal-only  classes  of  fixed-rate   mortgage-backed  securities  in  which
Government  Fund may invest are considered  illiquid.  However,  such securities
issued by the U.S. Government or one of its agencies or  instrumentalities  will
not be considered  illiquid if the Adviser has  determined  that they are liquid
pursuant to  guidelines  established  by Life Series  Fund's  Board of Trustees.
Government Fund, Target Maturity 2007 Fund and Target Maturity 2010 Fund may not
be able to sell illiquid  securities when the Adviser  considers it desirable to
do so or may  have to sell  such  securities  at a price  lower  than  could  be
obtained  if they were more  liquid.  Also the sale of illiquid  securities  may
require more time and may result in higher  dealer  discounts  and other selling
expenses  than  does the sale of  securities  that  are not  illiquid.  Illiquid
securities may be more difficult to value due to the  unavailability of reliable
market quotations for such securities, and investment in illiquid securities may
have an adverse impact on these Fund's net asset value.

     Time  Deposits.  Cash  Management  Fund may invest in time  deposits.  Time
deposits are non-negotiable  deposits  maintained in a banking institution for a
specified  period of time at a stated  interest  rate.  For the most part,  time
deposits which may be held by the Fund would not benefit from insurance from the
Bank Insurance Fund or the Savings  Association  Insurance Fund  administered by
the FDIC.

     U.S.  Government  Obligations.   Securities  issued  or  guaranteed  as  to
principal  or  interest  by  the  U.S.  Government  include  (1)  U.S.  Treasury
obligations  which differ only in their interest rates,  maturities and times of
issuance as follows:  U.S. Treasury bills (maturities of one year or less), U.S.
Treasury  notes  (maturities  of one to ten  years),  and  U.S.  Treasury  bonds
(generally  maturities of greater than ten years); and (2) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities  that are backed by
the full faith and credit of the United States, such as securities issued by the
Federal  Housing  Administration,  GNMA,  the  Department  of Housing  and Urban
Development, the Export-Import Bank, the General Services


                                       29
<PAGE>


Administration and the Maritime  Administration and certain securities issued by
the Farmers Home Administration and the Small Business Administration. The range
of maturities of U.S.  Government  Obligations is usually three months to thirty
years.

     Utilities  Industry-Risk  Factors.  Stocks of utilities companies generally
offer dividend yields that exceed those of industrial companies and their prices
tend to be less volatile than stocks of industrial companies.  However,  utility
stocks can still be  affected by the risks of the stock  market in  general,  as
well as factors specific to public utilities companies.

     Many   utility   companies,   especially   electric   and  gas  and   other
energy-related utility companies,  have historically been subject to the risk of
increases  in fuel and other  operating  costs,  changes  in  interest  rates on
borrowing  for capital  improvement  programs,  changes in  applicable  laws and
regulations, and costs and operating constraints associated with compliance with
environmental  regulations.  In particular,  regulatory  changes with respect to
nuclear and  conventionally-fueled  power  generating  facilities could increase
costs or impair the ability of utility  companies to operate such  facilities or
obtain adequate return on invested capital.

     Certain utilities,  especially gas and telephone utilities,  have in recent
years been affected by increased  competition,  which could adversely affect the
profitability  of such utility  companies.  In addition,  expansion by companies
engaged in telephone  communication  services of their non-regulated  activities
into other businesses  (such as cellular  telephone  services,  data processing,
equipment retailing,  computer services and financial services) has provided the
opportunity  for  increases in earnings and  dividends at faster rates than have
been  allowed  in  traditional  regulated  businesses.   However,  technological
innovations  and other  structural  changes  also  could  adversely  affect  the
profitability of such companies in competition with utilities companies.

     Because  securities issued by utility companies are particularly  sensitive
to movements in interest rates, the equity securities of such companies are more
affected by movements in interest rates than are the equity  securities of other
companies.

     Each of these risks could  adversely  affect the ability and inclination of
public  utilities  companies  to declare  or pay  dividends  and the  ability of
holders of common stock, such as the Utilities Income Fund, to realize any value
from the assets of the company upon liquidation or bankruptcy.

     Variable Rate and Floating Rate Notes.  Cash  Management Fund may invest in
derivative variable rate and floating rate notes.  Issuers of such notes include
corporations,  banks, broker-dealers and finance companies.  Variable rate notes
include  master  demand  notes which are  obligations  permitting  the holder to
invest fluctuating amounts, which may change daily without penalty,  pursuant to
direct arrangements between the Fund, as lender, and the borrower.  The interest
rates on these notes fluctuate from time to time. The issuer of such obligations
normally  has a  corresponding  right,  after a given  period,  to prepay in its
discretion the  outstanding  principal  amount of the  obligations  plus accrued
interest  upon a  specified  number  of  days'  notice  to the  holders  of such
obligations. See the SAI for more information on these securities.


                                       30
<PAGE>

     Zero Coupon and  Pay-In-Kind  Securities.  Zero coupon  securities are debt
obligations  that do not entitle the holder to any periodic  payment of interest
prior to maturity or a specified date when the  securities  begin paying current
interest. They are issued and traded at a discount from their face amount or par
value, which discount varies depending on the time remaining until cash payments
begin,  prevailing  interest rates,  liquidity of the security and the perceived
credit quality of the issuer. Pay-in-kind securities are those that pay interest
through the issuance of additional securities.  The market prices of zero coupon
and  pay-in-kind  securities  generally  are more  volatile  than the  prices of
securities that pay interest  periodically and in cash and are likely to respond
to changes in  interest  rates to a greater  degree  than do other types of debt
securities having similar maturities and credit quality. Original issue discount
earned on zero coupon  securities and the  "interest" on pay-in-kind  securities
must be  included  in a Fund's  income.  Thus,  to  continue  to qualify for tax
treatment as a regulated investment company and to avoid a certain excise tax on
undistributed  income,  a Fund may be  required to  distribute  as a dividend an
amount that is greater than the total amount of cash it actually  receives.  See
"Taxes" in the SAI. These  distributions  must be made from a Fund's cash assets
or, if  necessary,  from the proceeds of sales of portfolio  securities.  A Fund
will not be able to purchase  additional  income-producing  securities with cash
used to make such  distributions,  and its current  income  ultimately  could be
reduced as a result.

     Zero  Coupon  Securities-Risk  Factors.  Zero  coupon  securities  are debt
securities and thus are subject to the same risk factors as all debt securities.
See "Debt Securities-Risk Factors." The market prices of zero coupon securities,
however,  generally are more  volatile  than the prices of  securities  that pay
interest  periodically  and in cash and are  likely to  respond  to  changes  in
interest rates to a greater degree than do other types of debt securities having
similar  maturities  and credit  quality.  As a result,  the net asset  value of
shares of the  Target  Maturity  2007  Fund and  Target  Maturity  2010 Fund may
fluctuate  over a greater  range than shares of the other Funds or mutual  funds
that invest in debt obligations  having similar maturities but that make current
distributions of interest.

     Zero coupon securities can be sold prior to their due date in the secondary
market at their then  prevailing  market value,  which depends  primarily on the
time  remaining  to  maturity,  prevailing  levels  of  interest  rates  and the
perceived credit quality of the issuer.  The prevailing market value may be more
or less than the securities' value at the time of purchase.  While the objective
of both the Target Maturity 2007 Fund and Target Maturity 2010 Fund is to seek a
predictable  compounded  investment  return  for  investors  who hold their Fund
shares until that Fund's maturity,  a Fund cannot assure that it will be able to
achieve a certain  level of return due to the  possible  necessity  of having to
sell  certain  zero coupon  securities  to pay  expenses,  dividends  or to meet
redemptions  at  times  and  at  prices  that  might  be   disadvantageous   or,
alternatively,  the  need to  invest  assets  received  from  new  purchases  at
prevailing  interest rates,  which would expose a Fund to reinvestment  risk. In
addition,  no  assurance  can be given as to the  liquidity  of the  market  for
certain  of  these  securities.  Determination  as  to  the  liquidity  of  such
securities will be made in accordance with guidelines established by Life Series
Fund's Board of Trustees.  In accordance with such guidelines,  the Adviser will
monitor each Fund's  investments in such securities  with  particular  regard to
trading activity,  availability of reliable price information and other relevant
information.


                                       31
<PAGE>


Other Investment Policies -- Portfolio Turnover

     The  increase in interest  rates during 1996 caused the  Government  Fund's
portfolio to be restructured  during the year. In particular,  increasing  rates
decreased prepayments on mortgage-backed securities,  causing their durations to
increase.  In order to offset the  increase in  duration,  the  Government  Fund
adjusted  its  holdings  in  mortgage-backed  securities.  This  resulted  in  a
portfolio  turnover rate for the fiscal year ended  December 31, 1996 of 199%. A
high rate of portfolio turnover  generally leads to increased  transaction costs
and may result in a greater number of taxable  transactions.  See "Allocation of
Portfolio  Brokerage" in the SAI. The Target  Maturity 2010 Fund  currently does
not expect its annual rate of portfolio turnover to exceed 100%. See the SAI for
the other Funds'  portfolio  turnover rate and for more information on portfolio
turnover.

                                HOW TO BUY SHARES

     Investments in a Fund are only available  through purchases of the Policies
or the  Contracts  offered by First  Investors  Life.  Policy  premiums,  net of
certain  expenses,  are paid into a unit investment  trust,  Separate Account B.
Purchase payments for the Contracts, net of certain expenses, are also paid into
a unit investment trust, Separate Account C. Purchase payments for the Contracts
are also paid into a unit  investment  trust,  Separate  Account D. The Separate
Accounts  pool  these  proceeds  to  purchase  shares  of a Fund  designated  by
purchasers of the Policies or Contracts.  Orders for the purchase of Fund shares
received prior to the close of regular trading on the NYSE,  generally 4:00 P.M.
(New York City time), on any business day the NYSE is open for trading,  will be
processed and shares will be purchased at the net asset value  determined at the
close of regular  trading  on the NYSE on that day.  Orders  received  after the
close of regular  trading on the NYSE will be  processed  at the net asset value
determined at the close of regular  trading on the NYSE on the next trading day.
See  "Determination  of Net Asset Value." For a discussion of pricing when FIC's
Woodbridge offices are unable to open for business due to an emergency,  see the
SAI.

                              HOW TO REDEEM SHARES

     Shares  of a Fund may be  redeemed  at the  direction  of  Policyowners  or
Contractowners,  in  accordance  with the terms of the  Policies  or  Contracts.
Redemptions  will be made at the  next  determined  net  asset  value,  less any
applicable contingent deferred sales charge, of the respective Fund upon receipt
of a proper request for redemption or repurchase.  Payment will be made by check
as soon as possible  but within  seven days after  presentation.  However,  Life
Series  Fund's Board of Trustees may suspend the right of redemption or postpone
the date of payment during any period when (a) trading on the NYSE is restricted
as determined by the Securities and Exchange  Commission  ("SEC") or the NYSE is
closed for other than weekends and holidays,  (b) the SEC has by order permitted
such  suspension,  or (c) an emergency,  as defined by rules of the SEC,  exists
during which time the sale or valuation of portfolio  securities  held by a Fund
is not reasonably practicable.

                                   MANAGEMENT

     Board of Trustees.  Life Series  Fund's  Board of Trustees,  as part of its
overall management  responsibility,  oversees various organizations  responsible
for each Fund's day-to-day



                                       32
<PAGE>

management.

     Adviser.  First Investors  Management Company,  Inc. supervises and manages
each Fund's  investments,  supervises all aspects of each Fund's operations and,
except for International Securities Fund and Growth Fund, determines each Fund's
portfolio transactions. The Adviser is a New York corporation located at 95 Wall
Street, New York, NY 10005. First Investors  Consolidated  Corporation  ("FICC")
owns all of the voting  common  stock of the Adviser and all of the  outstanding
stock of First Investors  Corporation and the Transfer Agent.  Mr. Glenn O. Head
controls FICC and, therefore, controls the Adviser.

     As compensation  for its services,  the Adviser receives an annual fee from
each Fund,  which is payable  monthly.  For the fiscal year ended  December  31,
1996,  the advisory fees were 0.75% of average daily net assets for each of Blue
Chip Fund,  Discovery  Fund,  Growth  Fund,  High  Yield Fund and  International
Securities Fund, 0.60% of average daily net assets,  net of waiver,  for each of
Cash Management Fund,  Government Fund,  Investment Grade Fund,  Target Maturity
2007 Fund and  Utilities  Income Fund and 0.40% of average  daily net assets for
Target Maturity 2010 Fund.

     Subadviser.  Wellington  Management  Company,  LLP has been retained by the
Adviser and Life Series Fund,  on behalf of  International  Securities  Fund and
Growth Fund,  as each of those  Fund's  investment  subadviser.  The Adviser has
delegated  discretionary trading authority to WMC with respect to all the assets
of  International  Securities  Fund and Growth Fund,  subject to the  continuing
oversight  and  supervision  of the  Adviser  and  the  Board  of  Trustees.  As
compensation  for its  services,  WMC is paid by the Adviser,  and not by either
Fund, a fee which is computed daily and paid monthly.

     WMC,  located at 75 State  Street,  Boston,  MA 02109,  is a  Massachusetts
limited liability  partnership of which Robert W. Doran, Duncan M. McFarland and
John R. Ryan are Managing Partners. WMC is a professional  investment counseling
firm which  provides  investment  services  to  investment  companies,  employee
benefit  plans,   endowment  funds,   foundations  and  other  institutions  and
individuals.  As of December 31, 1996, WMC held investment  management authority
with respect to approximately  $133 billion of assets. Of that amount, WMC acted
as investment  adviser or subadviser to approximately  84 registered  investment
companies  or series of such  companies,  with net assets of  approximately  $90
billion as of December 31, 1996. WMC is not  affiliated  with the Adviser or any
of its affiliates.

     For the fiscal year ended December 31, 1996, the Subadviser's fees amounted
to 0.31% of Growth Fund's  average  daily net assets and 0.40% of  International
Securities Fund's average daily net assets, all of which was paid by the Adviser
and not by the Funds.

     Portfolio  Managers.  Patricia D. Poitra,  Director of  Equities,  has been
primarily  responsible for the day-to-day management of the Discovery Fund since
1988.  Since February 1997, the Blue Chip Fund has been co-managed by Ms. Poitra
and Dennis T.  Fitzpatrick.  From October 1994 to February  1997, Ms. Poitra had
primary  responsibility for the day-to-day management of the Blue Chip Fund. Ms.
Poitra  and Mr.  Fitzpatrick  also  co-manage  the Blue Chip  Fund of  Executive
Investors  Trust and the Blue  Chip Fund of First  Investors  Series  Fund.  Ms.
Poitra also is responsible for the management of the Special Situations Fund and
the equity portion of the Total Return Fund,  series of First  Investors  Series
Fund, and the U.S.A. Mid-Cap 



                                       33
<PAGE>


Opportunity Fund of First Investors Series Fund II, Inc. Ms. Poitra joined FIMCO
in 1985 as a Senior Equity Analyst. Mr. Fitzpatrick joined FIMCO in October 1995
as a Large Cap Analyst.  From July 1995 to October 1995, Mr.  Fitzpatrick  was a
Regional  Surety Manager at United States  Fidelity & Guaranty Co. and from 1988
to 1995 he was Northeast Surety Manager at American International Group.

     George V. Ganter has been Portfolio Manager for High Yield Fund since 1989.
Mr.  Ganter  joined  FIMCO in 1985 as a Senior  Analyst.  He has been  Portfolio
Manager for First  Investors  Special Bond Fund,  Inc.  since 1986 and Portfolio
Manager for First Investors High Yield Fund,  Inc. and Executive  Investors High
Yield Fund since 1989.

     Margaret R. Haggerty is Portfolio  Manager for Utilities  Income Fund.  Ms.
Haggerty joined FIMCO in 1990 as an analyst for several First  Investors  equity
funds.  In addition,  she  monitored the  management of several First  Investors
funds for which WMC was the  subadviser.  In early  1993,  she became  Portfolio
Manager for First Investors Utilities Income Fund of First Investors Series Fund
II, Inc.

     Since late May 1997, the Investment  Grade Fund has been  co-managed by Ms.
Nancy Jones and Mr. Clark D. Wagner.  From its inception to May 1997,  Ms. Jones
has primarily  responsibility  for the  day-to-day  management of the Investment
Grade Fund.  Ms.  Jones joined FIMCO in 1983 as Director of Research in the High
Yield Department. In 1989, she became Portfolio Manager for First Investors Fund
For Income,  Inc. Ms. Jones has been co manager of the Investment  Grade Fund of
First  Investors  Series Fund since May 1997 and has  managed  the fixed  income
corporate securities portion of Total Return Fund of First Investors Series Fund
since 1992.

     Since October 1995, Clark D. Wagner has been primarily  responsible for the
day-to-day  management of the Government Fund and the Target Maturity 2007 Fund.
Mr. Wagner has also been primarily  responsible for the day-to-day management of
Target  Maturity 2010 Fund since its inception in 1996. Mr. Wagner has also been
co-manager of the Investment Grade Fund since May 1997. Since he joined FIMCO in
1991,  Mr.  Wagner has been  Portfolio  Manager  for all of the First  Investors
municipal  bond  funds.  Mr.  Wagner  also is  responsible  for  the  day-to-day
management of First  Investors  Government  Fund,  Inc. and is co-manager of the
Investment  Grade Fund of First Investors Series Fund. Mr. Wagner has been Chief
Investment Officer of FIMCO since 1992.

     Since  August  1995,  WMC's  Growth  Investment  Team,  a group  of  equity
portfolio   managers   and  senior   investment   professionals,   has   assumed
responsibility for managing the Growth Fund.

     Since  April 1, 1994,  International  Securities  Fund has been  managed by
WMC's Global Equity  Strategy  Group, a group of global  portfolio  managers and
senior investment professionals headed by Trond Skramstad.  Prior to joining WMC
as a portfolio  manager in 1993, Mr. Skramstad was a global portfolio manager at
Scudder, Stevens & Clark since 1990.

                        DETERMINATION OF NET ASSET VALUE

      The net asset value of shares of each Fund is  determined  as of the close
of regular trading on 


                                       34
<PAGE>


the NYSE  (generally 4:00 P.M., New York City time) on each day the NYSE is open
for  trading,  and at such other times as Life Series  Fund's  Board of Trustees
deems necessary by dividing the value of the securities held by a Fund, plus any
cash  and  other  assets,  less  all  liabilities,   by  the  number  of  shares
outstanding. If there is no available market value, securities will be valued at
their fair value as determined in good faith  pursuant to procedures  adopted by
the Board of Trustees.  The NYSE currently observes the following holidays:  New
Year's Day, Presidents' Day, Good Friday,  Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.

     The investments in Cash Management Fund, when purchased at a discount,  are
valued at amortized  cost and when  purchased at face value,  are valued at cost
plus accrued interest.

                        DIVIDENDS AND OTHER DISTRIBUTIONS

     Dividends  from net  investment  income  are  generally  declared  and paid
annually  by each Fund,  other than Cash  Management  Fund.  Dividends  from net
investment  income  are  generally  declared  daily  and  paid  monthly  by Cash
Management Fund. For the purposes of determining  dividends,  the net investment
income of each Fund, other than Cash Management  Fund,  consists of interest and
dividends,  earned discount and other income earned on portfolio securities less
expenses.  Net investment income of Cash Management Fund consists of (i) accrued
interest, plus or minus (ii) all realized and unrealized gains and losses on the
Fund's  securities,  less (iii) accrued expenses.  Dividends from net investment
income are  generally  declared and paid  Distributions  of a Fund's net capital
gain (the  excess of net  long-term  capital  gain over net  short-term  capital
loss),  if any,  after  deducting any  available  capital loss  carryovers,  are
declared and paid annually by each Fund,  other than Cash Management Fund, which
does not anticipate realizing any such gain.  International  Securities Fund and
High Yield Fund also  distribute  any net realized  gains from foreign  currency
transactions   with  their  annual   distribution.   All   dividends  and  other
distributions  are paid in shares of the  distributing  Fund at net asset  value
(without sales charge),  generally determined as of the close of business on the
business day immediately following the record date of such distribution.

                                      TAXES

     Each Fund  intends to  continue  to qualify  for  treatment  as a regulated
investment  company ("RIC") under  Subchapter M of the Internal  Revenue Code of
1986, as amended ("Code"),  so that it will be relieved of Federal income tax on
that part of its investment company taxable income (consisting  generally of net
investment income, net short-term capital gain and, for International Securities
Fund and High Yield Fund, net gains from certain foreign currency  transactions)
and net capital gain that is distributed to its shareholders.

     Shares of the Funds are offered  only to the Separate  Accounts,  which are
insurance company separate accounts that fund variable annuity and variable life
insurance  contracts.  Under the Code, no tax is imposed on an insurance company
with  respect  to income  of a  qualifying  separate  account  that is  properly
allocable to the value of eligible variable annuity (or variable life insurance)
contracts.  Please refer to "Federal  Income Tax Status" in the  Prospectuses of
Separate  Accounts  B, C and D for  information  as to the tax  status  of those
accounts and the holders of the Contracts or Policies.



                                       35
<PAGE>


     Each  Fund   intends  to  continue  to  comply  with  the   diversification
requirements  imposed  by  section  817(h)  of  the  Code  and  the  regulations
thereunder.  These  requirements,  which are in addition to the  diversification
requirements  imposed on the Funds by the  Investment  Company  Act of 1940,  as
amended,  and Subchapter M of the Code, place certain  limitations on the assets
of Separate  Accounts B, C and D -- and of a Fund,  because  section  817(h) and
those regulations treat the assets of a Fund as assets of Separate Accounts B, C
and D -- that may be invested in  securities of a single  issuer.  Specifically,
the regulations provide that, except as permitted by the "safe harbor" described
below, as of the end of each calendar  quarter (or within 30 days thereafter) no
more than 55% of a Fund's total assets may be represented by any one investment,
no  more  than  70% by any  two  investments,  no  more  than  80% by any  three
investments and no more than 90% by any four investments.  For this purpose, all
securities of the same issuer are considered a single investment, and while each
U.S.  Government agency and  instrumentality  is considered a separate issuer, a
particular foreign government and its agencies,  instrumentalities and political
subdivisions are considered the same issuer.  Section 817(h) provides, as a safe
harbor, that a separate account will be treated as being adequately  diversified
if the diversification requirements under Subchapter M are satisfied and no more
than 55% of the value of the  account's  total  assets are cash and cash  items,
government securities and securities of other RICs. Failure of a Fund to satisfy
the section 817(h) requirements would result in taxation of First Investors Life
and treatment of the Contract holders and  Policyowners  other than as described
in the Prospectuses of Separate Accounts B, C and D.

     The foregoing is only a summary of some of the important Federal income tax
considerations  generally affecting each Fund and its shareholders;  see the SAI
for a more  detailed  discussion.  Shareholders  are urged to consult  their tax
advisers.

                               GENERAL INFORMATION

     Organization.  Life Series Fund is a Massachusetts business trust organized
on June 12,  1985.  The Board of Trustees of Life Series Fund has  authority  to
issue an unlimited  number of shares of beneficial  interest of separate series,
no par value,  of Life Series Fund.  The shares of  beneficial  interest of Life
Series Fund are presently divided into eleven separate and distinct series. Life
Series Fund does not hold annual shareholder  meetings. If requested to do so by
the holders of at least 10% of Life Series Fund's outstanding  shares, the Board
of  Trustees  will call a  special  meeting  of  shareholders  for any  purpose,
including the removal of Trustees.

     Custodian.  The Bank of New York, 48 Wall Street,  New York,  NY 10286,  is
custodian  of the  securities  and cash of each Fund,  except the  International
Securities  Fund.  Brown Brothers  Harriman & Co., 40 Water Street,  Boston,  MA
02109, is custodian of the securities and cash of the  International  Securities
Fund and employs foreign sub-custodians to provide custody of the Fund's foreign
assets.

     Transfer  Agent.  Administrative  Data Management  Corp.,  581 Main Street,
Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as transfer agent
for each Fund and as redemption agent for regular redemptions.

     Performance.  Performance  information  is contained in Life Series  Fund's
Annual Report which may be obtained without charge by contacting First Investors
Life at 212-858-8200.


                                       36
<PAGE>


     Shareholder  Inquiries.  Shareholder inquiries can be made by calling First
Investors Life at 212-858-8200.

     Annual and Semi-Annual  Reports to  Shareholders.  It is Life Series Fund's
practice  to mail only one copy of its  annual  and  semi-annual  reports to any
address at which more than one shareholder with the same last name has indicated
that mail is to be delivered. Additional copies of the reports will be mailed if
requested in writing or by telephone by any shareholder.

                                   APPENDIX A
                      DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS GROUP

     The ratings  are based on current  information  furnished  by the issuer or
obtained by S&P from other sources it considers  reliable.  S&P does not perform
any audit in connection with any rating and may, on occasion,  rely on unaudited
financial information.  The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information,  or based on other
circumstances.

     The ratings are based, in varying degrees, on the following considerations:

     1.   Likelihood of  default-capacity  and  willingness of the obligor as to
          the  timely   payment  of  interest  and  repayment  of  principal  in
          accordance with the terms of the obligation;

     2.   Nature of and provisions of the obligation;

     3.   Protection  afforded by, and relative  position of, the  obligation in
          the event of bankruptcy,  reorganization,  or other  arrangement under
          the laws of bankruptcy and other laws affecting creditors' rights.

     AAA Debt rated "AAA" has the highest  rating  assigned by S&P.  Capacity to
pay interest and repay principal is extremely strong.

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

     A 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.

     BBB 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.


                                       37
<PAGE>


     BB, B, CCC, CC, C 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.  "BB" indicates the least degree of speculation and "C" the
highest.   While  such  debt  will  likely  have  some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

     BB 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.

      B 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.

      CCC 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.

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

      C The rating "C" typically is 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.

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

     D 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.

     Plus (+) or Minus (-):  The  ratings  from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative  standing within the major
categories.



                                       38
<PAGE>


MOODY'S INVESTORS SERVICE, INC.

     Aaa 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 edged." Interest payments are protected by a large or 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.

     Aa 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,  fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risk appear somewhat greater than the Aaa securities.

     A Bonds which are rated "A" possess many  favorable  investment  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 some time in the future.

     Baa 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.

     Ba 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.

     B 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.

     Caa 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.

     Ca 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.

     C Bonds 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.

     Moody's  applies  numerical  modifiers,  1, 2 and 3 in each generic  rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.



                                       39
<PAGE>

                                TABLE OF CONTENTS
================================================================================

Financial Highlights ......................................................    4
Investment Objectives and Policies ........................................   12
How to Buy Shares .........................................................   32
How to Redeem Shares ......................................................   32
Management ................................................................   32
Determination of Net Asset Value ..........................................   34
Dividends and Other Distributions .........................................   35
Taxes .....................................................................   35
General Information .......................................................   36
Appendix A ................................................................   37



Investment Adviser                               Custodians
First Investors Management                       The Bank of New York
  Company, Inc.                                  48 Wall Street
95 Wall Street                                   New York, NY  10286
New York, NY  10005

                                                 Brown Brothers
                                                    Harriman & Co.              
Subadviser                                       40 Water Street                
Wellington Management                            Boston, MA  02109              
  Company, LLP                                                                  
75 State Street                                  Auditors                       
Boston, MA  02109                                Tait, Weller & Baker           
                                                 Two Penn Center Plaza          
Transfer Agent                                   Philadelphia, PA  19102-1707   
Administrative Data                                                             
  Management Corp.                               Legal Counsel                  
581 Main Street                                  Kirkpatrick & Lockhart LLP     
Woodbridge, NJ  07095-1198                       1800 Massachusetts Avenue, N.W.
                                                 Washington, D.C.  20036        
                                                                     

This  Prospectus  is intended to constitute an offer by Life Series Fund only of
the  securities  of which it is the issuer and is not intended to  constitute an
offer by any Fund of the securities of any other Fund whose  securities are also
offered by this Prospectus. No Fund intends to make any representation as to the
accuracy or completeness  of the disclosure in this  Prospectus  relating to any
other Fund. No dealer,  salesman or any other person has been authorized to give
any  information or to make any  representations  other than those  contained in
this  Prospectus  or the Statement of  Additional  Information,  and if given or
made, such information and representation must not be relied upon as having been
authorized by Life Series Fund,  First Investors  Corporation,  or any affiliate
thereof.  This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the shares  offered  hereby in any state to any person
to whom it is unlawful to make such offer in such state.


<PAGE>


First Investors
Life Series Fund
- ----------------------------
Blue Chip Fund
Cash Management Fund
Discovery Fund
Government Fund
Growth Fund
High Yield Fund
International Securities Fund
Investment Grade Fund
Target Maturity 2007 Fund
Target Maturity 2010 Fund
Utilities Income Fund

Prospectus

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

April 30, 1997,
as amended
July 21, 1997

First Investors Logo

Logo is  described  as  follows:  the arabic  numeral one  separated  into seven
vertical segments followed by the words "First Investors."

Verticle line from top to bottom in center of page about 1/2 inch in thickness

The following  language appears to the left of the above language in the printed
piece:

The words "BULK RATE U.S. POSTAGE PAID PERMIT NO. 7379" in a box to the right of
a circle  containing  the words  "MAILED  FROM ZIP CODE  11201"  appears  on the
righthand side.

The following language appears on the lefthand side.

FIRST INVESTORS LIFE SERIES FUND
95 WALL STREET
NEW YORK, NY 10005

First Investors Logo (as described above)
A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK

<PAGE>

                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS

                                   OFFERED BY

                     FIRST INVESTORS LIFE INSURANCE COMPANY

             Statement of Additional Information dated July 8, 1997


     This Statement of Additional  Information is not a Prospectus and should be
read in  conjunction  with the  Prospectus  for First  Investors  Life  Variable
Annuity Fund D, dated July 8, 1997,  which may be obtained at no cost by writing
to First Investors Life Insurance  Company,  95 Wall Street,  New York, New York
10005, or by telephoning (212) 858-8200.


                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

General Description .................................................    2
Services ............................................................    2
Annuity Payments ....................................................    4
Other Information ...................................................    5
Performance Information .............................................    6
Relevance of Financial Statements ...................................    7
Appendices ..........................................................    8
Financial Statements ................................................   13




                                       1
<PAGE>


                               GENERAL DESCRIPTION

     First  Investors Life  Insurance  Company.  First  Investors Life Insurance
Company,  95 Wall Street,  New York, New York 10005 ("First  Investors Life"), a
stock life  insurance  company  incorporated  under the laws of the State of New
York  in  1962,  writes  life  insurance,  annuities  and  accident  and  health
insurance. First Investors Consolidated Corporation ("FICC"), a holding company,
owns all of the voting common stock of First Investors Management Company,  Inc.
("FIMCO" or "Adviser") and all of the outstanding stock of First Investors Life,
First Investors  Corporation ("FIC" or "Underwriter")  and  Administrative  Data
Management Corp., the transfer agent for First Investors Life Series Fund ("Life
Series  Fund").  Mr.  Glenn O.  Head,  Chairman  of  FICC,  controls  FICC  and,
therefore, controls the Adviser and First Investors Life.

     Separate Account D. First Investors Life Variable Annuity Fund D ("Separate
Account D") was  established  on April 8, 1997 under the  provisions  of the New
York  Insurance Law. The assets of Separate  Account D are  segregated  from the
assets of First  Investors  Life, and that portion of such assets having a value
equal to, or approximately equal to, the reserves and contract liabilities under
the  Contracts  are not  chargeable  with  liabilities  arising out of any other
business of First  Investors  Life.  Separate  Account D is registered  with the
Securities and Exchange  Commission  ("Commission")  as a unit investment  trust
under the Investment  Company Act of 1940, as amended (the "1940 Act"), but such
registration  does  not  involve  any  supervision  by  the  Commission  of  the
management or investment practices or policies of Separate Account D.

     The assets of each  Subaccount  of Separate  Account D are  invested at net
asset  value  in  shares  of  the  corresponding   series  (each  a  "Fund"  and
collectively "Funds") of Life Series Fund. For example, the Blue Chip Subaccount
invests  in the  Blue  Chip  Fund,  the  Government  Subaccount  invests  in the
Government  Fund,  and so on. The Life Series  Fund's  Prospectus  describes the
risks  attendant to an investment  in each Fund of Life Series Fund.  The eleven
Funds of Life Series Fund may be referred to as: First  Investors Life Blue Chip
Fund,  First Investors Life Cash Management Fund, First Investors Life Discovery
Fund,  First Investors Life Government  Fund,  First Investors Life Growth Fund,
First  Investors  Life High  Yield  Fund,  First  Investors  Life  International
Securities  Fund,  First Investors Life Investment  Grade Fund,  First Investors
Life Target  Maturity 2007 Fund,  First Investors Life Target Maturity 2010 Fund
and First Investors Life Utilities Income Fund.

                                    SERVICES

     Custodian.   First   Investors   Life,   subject  to  applicable  laws  and
regulations,  is the custodian of the securities of the  Subaccounts of Separate
Account  D. The  assets of the  Subaccounts  of  Separate  Account D are held by
United States Trust Company of New York, 114 W. 47th Street,  New York, New York
10036  under  a  safekeeping  arrangement.  Under  the  terms  of a  Safekeeping
Agreement dated December 13, 1979 between First Investors Life and United States
Trust Company of New York, securities and similar investments of the Subaccounts
of Separate  Account D shall be deposited in the  safekeeping  of United  States
Trust Company of New York.  First  Investors Life is responsible for the payment
of all expenses of, and compensation to, United States Trust Company of New York
in such amounts as may be agreed upon from time to time.

     Independent  Public  Accountants.  Tait,  Weller & Baker,  Two Penn  Center
Plaza,  Philadelphia,  PA 19102,  independent certified public accountants,  has
been  selected as the  independent  accountants  for  Separate  Account D. First
Investors  Life pays Tait,  Weller & Baker a fee for serving as the  independent
accountants  for Separate  Account D which is set by the Audit  Committee of the
Board of Directors of First Investors Life.

     Adviser.  Investment  advisory  services to each Fund are provided by First
Investors Management Company,  Inc., 95 Wall Street, New York, NY 10005 pursuant
to  an  Investment  Advisory  Agreement  dated  June  13,  1994  (the  "Advisory
Agreement").  The Advisory Agreement was approved, with respect to each Fund, by
Life Series  Fund's Board of Trustees,  including a majority of the Trustees 



                                       2
<PAGE>

who are not  parties to the  Advisory  Agreement  or  "interested  persons"  (as
defined in the 1940 Act) of any such  party,  in person at a meeting  called for
such purpose and by the shareholders of each Fund.

     Pursuant to the Advisory  Agreement,  FIMCO shall supervise and manage each
Fund's  investments,   determine  each  Fund's,   other  than  Growth  Fund  and
International  Securities Fund, portfolio transactions and supervise all aspects
of each Fund's operations, subject to review by Life Series Fund's Trustees. The
Advisory  Agreement  also provides that FIMCO shall provide Life Series Fund and
each Fund with certain executive,  administrative and clerical personnel, office
facilities  and  supplies,  conduct the business and details of the operation of
each Fund and  assume  certain  expenses  thereof,  other  than  obligations  or
liabilities  of a  Fund,  such  as  shareholder  servicing  fees  and  expenses;
custodian fees and expenses;  legal and auditing fees; expenses of communicating
to existing shareholders, including preparing, printing and mailing prospectuses
and shareholder reports to such shareholders;  and proxy and shareholder meeting
expenses.

     Under the  Advisory  Agreement,  each Fund pays the  Adviser an annual fee,
paid monthly,  according to the  following  schedule:  

                                                                       Annual 
Average Daily Net Assets                                               Rate
- ------------------------                                              --------

Up to $250 million ..........................................          0.75%
In excess of $250 million up to $500 million ................          0.72
In excess of $500 million up to $750 million ................          0.69
Over $750 million ...........................................          0.66

This fee is calculated separately for each Fund.

     Subadviser. Investment subadvisory services are provided to Growth Fund and
International  Securities Fund by Wellington  Management Company,  LLP ("WMC" or
"Subadviser")  pursuant  to a  Subadvisory  Agreement  dated June 13,  1994 (the
"Subadvisory  Agreement").  The Subadvisory Agreement was approved, with respect
to each Fund, by Life Series  Fund's Board of Trustees,  including a majority of
the Trustees  who are not parties to the  Subadvisory  Agreement or  "interested
persons" (as defined in the 1940 Act) of any such party,  in person at a meeting
called for such purpose and by the shareholders of Growth Fund and International
Securities  Fund. The Subadvisory  Agreement  provides that WMC shall manage the
investment  operations of each Fund subject to the oversight and  supervision of
the Adviser and the Board of Trustees.

     Under the Subadvisory  Agreement,  the Adviser will pay to the Subadviser a
fee at an annual  rate of 0.400% of the  average  daily net  assets of each Fund
allocated to WMC up to and including  $50 million;  0.275% of such average daily
net assets in excess of $50 million up to and including $150 million,  0.225% of
such average daily net assets in excess of $150 million up to and including $500
million;  and 0.200% of such average daily net assets in excess of $500 million.
This fee is calculated separately for each Fund.

     Underwriter.  First Investors Life and Separate Account D have entered into
an Underwriting Agreement with First Investors Corporation. FIC, an affiliate of
First Investors Life, and of the Adviser,  has its principal business address at
95 Wall Street, New York, New York 10005.


     The  Contracts  are sold by  insurance  agents  licensed  to sell  variable
annuities,  who are  registered  representatives  of the  Underwriter or broker-
dealers who have sales agreements with the Underwriter.



                                       3
<PAGE>


                                ANNUITY PAYMENTS

     Value of an Accumulation  Unit. For each Subaccount of Separate  Account D,
the value of an Accumulation Unit was arbitrarily  initially set at $10.00.  The
value of an Accumulation Unit for any subsequent  Valuation Period is determined
by multiplying the value of an Accumulation  Unit for the immediately  preceding
Valuation Period by the Net Investment Factor for the Valuation Period for which
the Accumulation Unit Value is being calculated (see Appendix I, Example B). The
investment  performance of each Fund, expenses and deductions of certain charges
affect the Accumulation  Unit Value.  The value of an Accumulation  Unit for the
Subaccounts may increase or decrease from Valuation Period to Valuation Period.

     Net Investment  Factor.  The Net Investment  Factor for each Subaccount for
any Valuation  Period is determined by dividing (a) by (b) and  subtracting  (c)
from the result, where:

(a)  is the net result of:

     (1)  the net asset value per share of the applicable Fund determined at the
          end of the current Valuation Period, plus

     (2)  the per share  amount of any dividend or capital  gains  distributions
          made by the applicable  Fund if the  "ex-dividend"  date occurs during
          the current Valuation Period.

(b)  is the net asset value per share of the  applicable  Fund  determined as of
     the end of the immediately preceding Valuation Period.

(c)  is a factor  representing  the charges  deducted for  mortality and expense
     risks and administration.  Such factor is equal on an annual basis to 1.40%
     of the daily net asset value of the applicable Subaccount.  This percentage
     represents  approximately a 0.85% charge for the mortality risk assumed,  a
     0.4%  charge  for  the  expense  risk  assumed,  and  a  0.15%  charge  for
     administration.

     The Net  Investment  Factor may be greater or less than one, and therefore,
the value of an  Accumulation  Unit for any Subaccount may increase or decrease.
(For an illustration of this calculation, see Appendix I, Example A.)

     Value of an Annuity Unit.  For each  Subaccount of Separate  Account D, the
value of an Annuity Unit was arbitrarily  initially set at $10.00.  The value of
an Annuity Unit for any subsequent Valuation Period is determined by multiplying
the Annuity Unit Value for the immediately preceding Valuation Period by the Net
Investment  Factor for the Valuation  Period for which the Annuity Unit Value is
being calculated, and multiplying the result by an interest factor to offset the
effect of an investment earnings rate of 3.5% per annum, which is assumed in the
Annuity  Tables  contained  in  the  Contract.  (For  an  illustration  of  this
calculation, see Appendix III, Example A.)

     Amount of Annuity  Payments.  When annuity  payments  are to commence,  the
Accumulated  Value to be applied to a variable annuity option will be determined
by multiplying  the value of an  Accumulation  Unit for the Valuation Date on or
immediately  preceding the seventh day before the Annuity  Commencement  Date by
the number of Accumulation  Units owned. This seven day period is used to permit
calculation  of amounts of annuity  payments and mailing of checks in advance of
the due date. At that time, any applicable Premium taxes not previously deducted
will be deducted from the  Accumulated  Value to determine  the Net  Accumulated
Value.  The resultant  value is then applied to the Annuity  Tables set forth in
the Contract to determine the amount of the first monthly annuity  payment.  The
Contract  contains  Annuity Tables setting forth the amount of the first monthly
installment for each $1,000 of Accumulated  Value applied.  These Annuity Tables
vary according to the Annuity Option selected by the Contractowner and according
to the sex and  adjusted  age of the  Annuitant  and any Joint  Annuitant at the
Annuity  Commencement  Date. The Contract contains a



                                       4
<PAGE>

formula for  determining the adjusted age, and the Annuity Tables are determined
from the  Progressive  Annuity  Table with interest at 3.5% per year and assumes
births  prior to 1900,  adjusted  by a setback of four years of age for  persons
born  1900  and  later  and an  additional  setback  of one year of age for each
completed 5 years by which the year of birth is later than 1900.  Annuity Tables
used by other insurers may provide greater or less benefits to the Annuitant.

     The  dollar  amount of the first  monthly  Variable  Payment,  based on the
Subaccount  determined as above,  is divided by the value of an Annuity Unit for
the Subaccount  for the Valuation  Date on or immediately  preceding the seventh
day before the  Annuity  Commencement  Date to  establish  the number of Annuity
Units  representing  each monthly payment under the  Subaccount.  This seven day
period is used to permit  calculation of amounts of annuity payments and mailing
of checks in advance of the due date. This number of Annuity Units remains fixed
for  all  variable  annuity  payments.  The  dollar  amount  of the  second  and
subsequent  variable  annuity  payments is determined by  multiplying  the fixed
number of Annuity Units for the Subaccount by the applicable value of an Annuity
Value for the Valuation Date on or immediately  preceding the seventh day before
the due date of the  payment.  The value of an  Annuity  Unit will vary with the
investment  performance of the corresponding  Fund, and,  therefore,  the dollar
amount of the second and subsequent  variable  annuity  payments may change from
month to  month.  (For an  illustration  of the  calculation  of the  first  and
subsequent Variable Payments, see Appendix III, Examples B, C and D.)

     A fixed annuity is an annuity with annuity  payments  which remain fixed as
to dollar  amount  throughout  the  payment  period  and is based on an  assumed
interest rate of 3.5% per year built into the Annuity Tables in the Contract.

                                OTHER INFORMATION

     Time of Payments.  All payments due under the Contracts will  ordinarily be
made within  seven days of the  payment due date or within  seven days after the
date of receipt of a request  for partial  surrender  or  termination.  However,
First  Investors  Life reserves the right to suspend or postpone the date of any
payment due under the  Contracts  (1) for any period  during  which the New York
Stock  Exchange  ("NYSE") is closed  (other than  customary  weekend and holiday
closings) or during which trading on the NYSE, as determined by the  Commission,
is  restricted;  (2) for any period during which an emergency,  as determined by
the  Commission,  exists as a result of which disposal of securities held by the
Funds is not reasonably practical or it is not reasonably practical to determine
the  value of the  Funds'  net  assets;  or (3) for such  other  periods  as the
Commission may by order permit for the protection of security  holders or as may
be permitted under the 1940 Act.

     Reports  to  Contractowners.   First  Investors  Life  will  mail  to  each
Contractowner,  at the last known  address of record at the Home Office of First
Investors Life, at least annually,  a report  containing such information as may
be  required  by  any  applicable  law  or  regulation  and a  statement  of the
Accumulation  Units  credited  to the  Contract  for  each  Subaccount  and  the
Accumulation Unit Values.  In addition,  latest available reports of Life Series
Fund will be mailed to each Contractowner.

     Assignment.  Any amounts  payable  under the Contracts may not be commuted,
alienated,  assigned or otherwise  encumbered before they are due. To the extent
permitted  by law,  no such  payments  shall be  subject in any way to any legal
process to subject them to payment of any claims  against any  Annuitant,  Joint
Annuitant or Beneficiary. The Contracts may be assigned.


                                       5
<PAGE>



                             PERFORMANCE INFORMATION

     Separate  Account D may advertise the  performance  of the  Subaccounts  in
various ways.

     The yield for a  Subaccount  (other  than Cash  Management  Subaccount)  is
presented for a specified thirty-day period (the "base period").  Yield is based
on the  amount  determined  by  (i)  calculating  the  aggregate  amount  of net
investment  income  earned by the Fund  during  the base  period  less  expenses
accrued for that period (net of reimbursement), and (ii) dividing that amount by
the  product  of (A) the  average  daily  number  of  Accumulation  Units of the
Subaccount  outstanding  during the base period and (B) the pricnet  asset value
per  Accumulation  Unit on the  last  day of the  base  period.  The  result  is
annualized by compounding on a semi-annual  basis to determine the  Subaccount's
yield.  For this  calculation,  interest earned on debt  obligations held by the
underlying  Fund is generally  calculated  using the yield to maturity (or first
expected call date) of such obligations based on their market values (or, in the
case of receivables-backed  securities such as GNMA's, based on cost). Dividends
on equity securities are accrued daily at their estimated stated dividend rates.

     A  Subaccount's  "average  annual total return" ("T") is an average  annual
compounded  rate of return.  The  calculation  produces an average  annual total
return  for the  number of years  measured.  It is the rate of  return  based on
factors which include a  hypothetical  initial  investment of $1,000 ("P" in the
formula  below)  over a number of years  ("n") with an Ending  Redeemable  Value
("ERV") of that investment, according to the following formula:

          T=[(ERV/P)^1/n]-1

     The "total return" uses the same factors,  but does not average the rate of
return on an annual basis. Total return is determined as follows:

          [ERV-P]/P = TOTAL RETURN

     In providing such performance data, each Subaccount will assume the payment
of the  applicable  CDSC  imposed on a surrender  of purchase  payments  for the
applicable  period and the payment of applicable  Mortality and Expense Risk and
administrative  charges of 1.40% ("P").  Each Subaccount will assume that during
the period covered all dividends and capital gain  distributions are paid at net
asset value per  Accumulation  Unit,  and that the investment is redeemed at the
end of the period.

     Return  information  may be useful to investors in reviewing a Subaccount's
performance.  However,  the total  return and average  annual  total return will
fluctuate  over time and the return  figures for any given past period is not an
indication or  representation by Separate Account D of future rates of return of
any Subaccount

     At times, the Adviser may reduce its compensation or assume expenses of the
Fund in order to reduce the Fund's  expenses.  Any such waiver or  reimbursement
would increase the corresponding Subaccount's total return, average annual total
return and yield during the period of the waiver or reimbursement.

     Each  Subaccount  may  include  in  advertisements  and  sales  literature,
examples,  information  and  statistics  that  illustrate  the effect of taxable
versus tax-deferred  compounding income at a fixed rate of return to demonstrate
the growth of an  investment  over a stated  period of time  resulting  from the
payment of dividends and capital gains distributions in additional  Accumulation
Units. The examples may include  hypothetical  returns  comparing taxable versus
tax-deferred  growth which would pertain to an IRA, Section 403(b)(7)  Custodial
Account or other  qualified  retirement  program.  The 


                                       6
<PAGE>


examples used will be for illustrative purposes only and are not representations
by any Subaccount of past or future yield or return of any of the Subaccounts.

     From time to time, in reports and promotional literature,  Separate Account
D may compare the  performance  of its  Subaccounts  to, or cite the  historical
performance of, other variable annuities.  The performance  rankings and ratings
of variable annuities reported in L-VIPPAS,  a monthly publication for insurance
companies and money managers published by Lipper Analytical  Services,  Inc. and
in Morningstar  Variable Annuity  Performance Report, also a monthly publication
published by Morningstar, Inc., may be used. Additionally,  performance rankings
and ratings reported  periodically in national  financial  publications  such as
MONEY,  FORBES,  BUSINESS  WEEK,  BARRON'S,  FINANCIAL  TIMES,  CHANGING  TIMES,
FORTUNE, NATIONAL UNDERWRITER,  etc., may also be used. Quotations from articles
appearing in daily newspaper  publications  such as THE NEW YORK TIMES, THE WALL
STREET JOURNAL and THE NEW YORK DAILY NEWS may be cited.

     Determination of Current and Effective  Yield.  Separate Account D provides
current  yield  quotations  for the  Cash  Management  Subaccount  based  on the
underlying Fund's daily dividends.  The underlying Fund declares  dividends from
net investment income daily and pays them monthly.

     For purposes of current yield  quotations,  dividends per Accumulation Unit
for a seven-day  period are annualized  (using a 365-day year basis) and divided
by the average value of an Accumulation Unit for the seven-day period.

     The current  yield  quoted will be for a recent  seven day period.  Current
yields will fluctuate from time to time and are not  necessarily  representative
of future results.  The investor should remember that yield is a function of the
type and quality of the  instruments  in the portfolio,  portfolio  maturity and
operating  expenses.  Current yield  information is useful in reviewing the Cash
Management  Subaccount's  performance but, because current yield will fluctuate,
such  information  may not provide a basis for comparison  with bank deposits or
other  investments  which may pay a fixed yield for a stated  period of time, or
other  investment  companies,  which may use a different  method of  calculating
yield.

     In addition to  providing  current  yield  quotations,  Separate  Account D
provides  effective yield  quotations for the Cash  Management  Subaccount for a
base period return of seven days. An effective  yield quotation is determined by
a formula which requires the compounding of the unannualized base period return.
Compounding  is computed  by adding 1 to the  unannualized  base period  return,
raising the sum to a power equal to 365 divided by 7 and  subtracting 1 from the
result.

                        RELEVANCE OF FINANCIAL STATEMENTS

     The values of the interests of Contractowners under the variable portion of
the  Contracts  will  be  affected  solely  by  the  investment  results  of the
Subaccounts.  The  financial  statements  of First  Investors  Life as contained
herein should be considered only as bearing upon First Investors  Life's ability
to meet its obligations to Contractowners  under the Contracts,  and they should
not be considered as bearing on the investment performance of the Subaccounts.


                                       7
<PAGE>







                                   APPENDICES






                                       8
<PAGE>




                                   APPENDIX I

                                    EXAMPLE A
                    Formula and Illustration for Determining
                    the Net Investment Factor of a Subaccount
                              of Separate Account D


Net Investment Factor = (A + B /C)- D

Where:

<TABLE>
<S>                                                                                              <C>        
A = The Net Asset Value of a Fund share as of the end of the current
    Valuation Period.
    Assume............................................................................. =        $8.51000000
B = The per share amount of any dividend or capital gains distribution
    since the end of the immediately preceding Valuation Period.
    Assume............................................................................. =                  0
C = The Net Asset Value of a Fund share at the end of the immediately
    preceding Valuation Period.
    Assume............................................................................. =        $8.39000000
D = The daily deduction for charges for mortality and expense risks
    and administration, which totals 1.4% on an annual basis.
    On a daily basis................................................................... =          .00003836

Then, the Net Investment Factor = (8.51000000 + 0 /8.39000000) - .00003836 ............ =         1.01426438
</TABLE>


                                    EXAMPLE B
                    Formula and Illustration for Determining
                     Accumulation Unit Value of a Subaccount
                              of Separate Account D

Accumulation Unit Value = A x B 
Where:

<TABLE>
<S>                                                                                              <C>        
A = The Accumulation Unit Value for the immediately preceding Valuation
    Period.
    Assume............................................................................. =        $1.46328760
B = The Net Investment Factor for the current Valuation Period.
    Assume............................................................................. =         1.01426438

Then, the Accumulation Unit Value = $1.46328760 x 1.01426438........................... =         1.48416049
</TABLE>



                                       9
<PAGE>


                                   APPENDIX II

                                    EXAMPLE A
                    Formula and Illustration for Determining
                           Death Benefit Payable Under
                    Annuity Option 4-Unit Refund Life Annuity

Upon the death of the Annuitant,  the designated  Beneficiary  under this option
will  receive  under a  Separate  Account a lump sum death  benefit  of the then
dollar value of a number of Annuity Units computed using the following formula:

Annuity Units Payable= (A/B)-(CxD), if A/B is  greater than CxD

Where:

<TABLE>
<S>                                                                                                <C>       
A = The Net Accumulated Value applied on the Annuity Commencement Date
    to purchase the Variable Annuity.
    Assume............................................................................ =         $20,000.00

B = The Annuity Unit Value at the Annuity Commencement Date.
    Assume............................................................................ =        $1.08353012

C = The number of Annuity Units represented by each payment made.
    Assume............................................................................ =       116.61488844

D = The total number of monthly Variable Annuity Payments made prior to
    the Annuitant's death.
    Assume............................................................................ =                 30

Then the number of Annuity Units Payable:

                 ($20,000.00/ $1.08353012) - (116.61488844 x 30)

                  =   18,458.18554633  -  3,498.44665320

                  =   14,959.73889313
</TABLE>

If the value of an Annuity Unit on the date of receipt of  notification of death
was $1.12173107  then the amount of the death benefit under the Separate Account
would be:

     14,959.73889313 x $1.12173107 = $16,780.80



                                       10
<PAGE>


                                  APPENDIX III

                                    EXAMPLE A

                    Formula and Illustration for Determining
                              Annuity Unit Value of
                               Separate Account D

Annuity Unit Value = A x B x C

Where:

<TABLE>
<S>                                                                                             <C>        
A = Annuity Unit Value of the immediately preceding Valuation Period.
    Assume............................................................................ =        $1.10071211

B = Net Investment Factor for the Valuation Period for which the Annuity
    Unit is being calculated.
    Assume............................................................................ =         1.00083530

C = A factor to neutralize the assumed interest rate of 3 1/2% built
    into the Annuity Tables used.
    Daily factor equals............................................................... =         0.99990575

Then, the Annuity Value is:

     $1.10071211 x 1.00083530 x 0.99990575 = $1.10152771
</TABLE>


                                    EXAMPLE B

                    Formula and Illustration for Determining
              Amount of First Monthly Variable Annuity Payment from
                               Separate Account D

First Monthly Variable Annuity Payment =    (A / $1,000) x B
                                                 

Where:

<TABLE>
<S>                                                                                              <C>       
A = The Net Accumulated Value allocated to Separate Account D for the
    Valuation Date on or immediately  preceding the seventh day before the
    Annuity Commencement Date.
    Assume............................................................................ =         $20,000.00

B = The Annuity purchase rate per $1,000 based upon the option selected,
    the sex and  adjusted  age of the  Annuitant  according to the Annuity
    Tables contained in the Contract.
    Assume............................................................................ =              $6.40

Then, the first Monthly Variable Payment = ($20,000 / $1,000) x $6.40 = $128.00
</TABLE>
                                                    


                                       11
<PAGE>

                                    EXAMPLE C

                    Formula and Illustration for Determining
               the Number of Annuity Units for Separate Account D
              Represented by Each Monthly Variable Annuity Payment

Number of Annuity Units = (A / B)

Where:
<TABLE>
<S>                                                                                             <C>    
A = The dollar amount of the first monthly Variable Annuity Payment.
    Assume............................................................................ =            $128.00

B = The Annuity Unit Value for the Valuation Date on or immediately
    preceding the seventh day before the Annuity Commencement Date.
    Assume............................................................................ =        $1.09763000

Then, the number of Annuity Units = ($128.00 / $1.09763000) = 116.61488844
</TABLE>

                                    EXAMPLE D

                    Formula and Illustration for Determining
              the Amount of Second and Subsequent Monthly Variable
                    Annuity Payments From Separate Account D

Second Monthly Variable Annuity Payment = A x B

Where:
<TABLE>
<S>                                                                                                <C>         
A = The Number of Annuity  Units  represented  by each monthly  Variable
        Annuity Payment.
        Assume............................................................................ =       116.61488844

B = The Annuity  Unit Value for the  Valuation  Date on or  immediately
        preceding  the  seventh  day  before  the date on which the second (or
        subsequent) Variable Annuity Payment is due.
        Assume............................................................................ =        $1.11834234

Then, the second monthly Variable Annuity Payment = 116.61488844 x $1.11834234 = $130.42

</TABLE>

The above  example was based upon the  assumption  of an increase in the Annuity
Unit  Value  since  the  initial  Variable  Annuity  Payment  due  to  favorable
investment  results of the  Separate  Account  and the Fund.  If the  investment
results  were less  favorable,  a decrease in the Annuity  Unit Value and in the
second  monthly  Variable  Annuity  Payment  could  result.  Assume B above  was
$1.08103230.

Then, the second monthly Variable Annuity Payment = 116.61488844 x $1.08103230 =
$126.06


                                       12
<PAGE>




                           Financial Statements as of
                                December 31, 1996



                                       13
<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
First Investors Life Insurance Company
New York, New York

     We have audited the  accompanying  balance  sheets of First  Investors Life
Insurance  Company as of December 31, 1996 and 1995, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1996.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Insurance  Company as of  December  31,  1996 and 1995,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996, in conformity with generally accepted accounting principles.


                                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 24, 1997


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                       DECEMBER 31, 1996       DECEMBER 31,1995
                                                       -----------------       ----------------
<S>                                                       <C>                   <C>
Investments (note 2):
  Available-for-sale securities.........................  $114,011,891          $ 113,815,086
  Held-to-maturity securities...........................     5,549,214              5,942,604
  Short term investments................................     7,667,491              5,160,201
  Policy loans..........................................    18,865,648             17,016,692
                                                          ------------           ------------

     Total investments..................................   146,094,244            141,934,583

Cash ...................................................       901,980              1,189,030
Premiums and other receivables, net of allowances of
  $30,000 in 1996 and 1995..............................     3,998,210              4,334,595
Accrued investment income...............................     2,903,566              2,833,561
Deferred policy acquisition costs (note 6)..............    17,547,129             17,318,214
Deferred Federal income taxes (note 7)..................       934,000                 12,000
Furniture, fixtures and equipment, at cost, less
  accumulated depreciation of $925,736 in 1996 and
   $800,593 in 1995.....................................       146,078                236,736
Other assets............................................       136,302                123,509
Separate account assets.................................   465,456,848            344,568,486
                                                          ------------           ------------

     Total assets.......................................  $638,118,357           $512,550,714
                                                          ============           ============


                      LIABILITIES AND STOCKHOLDER'S EQUITY
<CAPTION>

LIABILITIES:
Policyholder account balances (note 6)..................  $113,295,474           $113,374,173
Claims and other contract liabilities...................    12,190,281             11,289,108
Accounts payable and accrued liabilities................     3,730,943              4,150,250
Separate account liabilities............................   464,852,507            343,956,938
                                                          ------------           ------------

     Total liabilities..................................   594,069,205            472,770,469
                                                          ------------           ------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares.................     2,538,163              2,538,163
Additional paid in capital..............................     6,496,180              6,496,180
Unrealized holding gains (losses) on available-for-sale
  securities (note 2)...................................       644,000              1,878,000
Retained earnings ......................................    34,370,809             28,867,902
                                                          ------------           ------------

     Total stockholder's equity.........................    44,049,152             39,780,245
                                                          ------------           ------------

     Total liabilities and stockholder's equity.........  $638,118,357           $512,550,714
                                                          ============           ============

</TABLE>


See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              YEAR ENDED          YEAR ENDED         YEAR ENDED
                                                          DECEMBER 31, 1996    DECEMBER 31,1995   DECEMBER 31,1994
                                                          -----------------    ----------------   ----------------
<S>                                                        <C>                <C>                  <C>
REVENUES
  Policyholder fees...................................       $ 22,955,165       $ 19,958,420       $ 16,433,269
  Premiums............................................          6,725,329          7,293,719          7,630,182
  Investment income (note 2)..........................          9,771,389          9,363,212          8,835,356
  Realized gain (loss) on investments.................           (221,025)           373,582           (259,987)
  Other income........................................            704,678            835,703            701,355
                                                             ------------       ------------       ------------

     Total income.....................................         39,935,536         37,824,636         33,340,175
                                                             ------------       ------------       ------------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......         12,912,810         13,027,516         14,297,499
  Dividends to policyholders..........................            964,913            954,384            910,754
  Amortization of deferred acquisition costs (note 6).          1,454,408          1,672,429          1,573,216
  Commissions and general expenses....................         16,287,498         15,773,968         13,513,644
                                                             ------------       ------------       ------------

     Total benefits and expenses......................         31,619,629         31,428,297         30,295,113
                                                             ------------       ------------       ------------

Income before Federal income tax .....................          8,315,907          6,396,339          3,045,062

Federal income tax (note 7):
  Current.............................................          3,099,000          2,553,000            838,000
  Deferred............................................           (286,000)          (376,000)          (352,000)
                                                             ------------       ------------       ------------

                                                                2,813,000          2,177,000            486,000
                                                             ------------       ------------       ------------


Net Income............................................       $  5,502,907       $  4,219,339       $  2,559,062
                                                             ============       ============       ============

Income per share, based on 534,350 shares outstanding
                                                             $      10.30       $       7.90       $       4.79
                                                             ============       ============       ============

</TABLE>

See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>

                                                               YEAR ENDED           YEAR ENDED          YEAR ENDED
                                                         DECEMBER 31,1996     DECEMBER 31,1995   DECEMBER 31, 1994
                                                         ----------------     ----------------   -----------------
<S>                                                          <C>                  <C>               <C>
Balance at beginning of year..............................   $ 39,780,245         $ 31,196,906      $ 34,173,844
Net income................................................      5,502,907            4,219,339         2,559,062
Increase (decrease) in unrealized holding gains on
  available-for-sale securities...........................     (1,234,000)           4,364,000        (5,536,000)
                                                             ------------        -------------      ------------
Balance at end of year....................................   $ 44,049,152         $ 39,780,245      $ 31,196,906
                                                             ============        =============      ============

<CAPTION>
                            STATEMENTS OF CASH FLOWS

                                                               YEAR ENDED           YEAR ENDED          YEAR ENDED
                                                         DECEMBER 31,1996     DECEMBER 31,1995   DECEMBER 31, 1994
                                                         ----------------     ----------------   -----------------
<S>                                                        <C>                <C>                 <C>
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received..........................  $ 22,925,131       $  19,374,522       $  16,433,269
     Premiums received...................................     6,413,009           6,895,096           7,366,276
     Amounts received on policyholder accounts...........   105,489,481          87,156,662          63,526,544
     Investment income received..........................     9,964,169           9,360,894           8,886,847
     Other receipts......................................        55,779              69,621              46,581
     Benefits and contract liabilities paid..............  (117,321,389)       (101,642,156)        (75,131,594)
     Commissions and general expenses paid...............   (20,857,687)        (18,176,870)        (15,252,935)
                                                           ------------       -------------       -------------

     Net cash provided by (used for) operating
        activities.......................................     6,668,493           3,037,769           5,874,988
                                                           ------------       -------------       -------------

  Cash flows from investing activities:
     Proceeds from sale of investment securities.........    39,062,702          58,755,827          36,751,082
     Purchase of investment securities...................   (44,134,604)        (58,622,646)        (42,164,770)
     Purchase of furniture, equipment and other
        assets...........................................       (34,485)           (128,442)            (67,121)
     Net increase in policy loans........................    (1,848,956)         (2,330,591)         (1,801,780)
     Investment in Separate Account .....................          (200)           (500,000)                 --
                                                           ------------       -------------       -------------

     Net cash provided by (used for) investing
        activities.......................................    (6,955,543)         (2,825,852)         (7,282,589)
                                                           ------------       -------------       -------------

     Net increase (decrease) in cash.....................      (287,050)            211,917          (1,407,601)

Cash
  Beginning of year .....................................     1,189,030             977,113           2,384,714
                                                           ------------       -------------       -------------
  End of year............................................  $    901,980       $   1,189,030       $     977,113
                                                           ============       =============       =============
</TABLE>


The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal  income tax of $3,243,000 in 1996,  $2,125,000 in 1995 and $1,368,000 in
1994.

See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                    YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                                   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                                                       1996           1995           1994
                                                                                   -----------    -----------    -----------
<S>                                                                                <C>            <C>            <C>

Reconciliation  of net  income  to net cash  provided  by (used  for)  operating
  activities:

         Net income ............................................................   $ 5,502,907    $ 4,219,339    $ 2,559,062

         Adjustments to reconcile  net income to net cash provided by (used for)
              operating activities:
            Depreciation and amortization ......................................       130,924        141,121        122,199
            Amortization of deferred policy
               acquisition costs ...............................................     1,454,408      1,672,429      1,573,216
Realized investment (gains) losses .............................................       221,025       (373,582)       259,987
            Amortization of premiums and discounts on
              investments ......................................................       262,785        237,472        287,340
            Deferred Federal income taxes ......................................      (286,000)      (376,000)      (352,000)
            Other items not requiring cash - net ...............................         6,794       (112,268)          (149)

         (Increase) decrease in:
            Premiums and other receivables, net ................................       336,385       (433,106)    (1,055,910)
            Accrued investment income ..........................................       (70,005)      (239,790)      (235,849)
            Deferred policy acquisition costs, exclusive
              of amortization ..................................................    (1,275,323)    (1,117,752)    (1,138,988)
            Other assets .......................................................       (18,574)        64,490        (30,882)

         Increase (decrease) in:
            Policyholder account balances ......................................       (78,699)    (1,882,591)     2,719,458
            Claims and other contract liabilities ..............................       901,173        551,392        503,025
            Accounts payable and accrued liabilities ...........................      (419,307)       686,615        664,479
                                                                                   -----------    -----------    -----------

                                                                                   $ 6,668,493    $ 3,037,769    $ 5,874,988
                                                                                   ===========    ===========    ===========
</TABLE>


See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

     The accompanying financial statements have been prepared in conformity with
generally  accepted  accounting  principles  (GAAP).  Such basis of presentation
differs from statutory accounting practices permitted or prescribed by insurance
regulatory authorities primarily in that:

(a)  policy  reserves  are  computed  according  to the  Company's  estimates of
     mortality,  investment yields, withdrawals and other benefits and expenses,
     rather than on the statutory valuation basis;

(b)  certain  expenditures,  principally for furniture and equipment and agents'
     debit balances, are recognized as assets rather than being non-admitted and
     therefore charged to retained earnings;

(c)  commissions  and other costs of acquiring  new business are  recognized  as
     deferred acquisition costs and are amortized over the premium paying period
     of policies and contracts,  rather than charged to current  operations when
     incurred;

(d)  income tax effects of temporary  differences,  relating primarily to policy
     reserves and acquisition costs, are provided;

(e)  the  statutory  asset  valuation  and  interest  maintenance  reserves  are
     reported as retained earnings rather than as liabilities;

Note 2 -- Other Significant Accounting Practices

     (a)  Accounting  Estimates.  The  preparation  of financial  statements  in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities,  and disclosures of contingent assets and liabilities,  at the date
of the  financial  statements  and  revenues  and  expenses  during the reported
period. Actual results could differ from those estimates.

     (b)  Depreciation.  Depreciation  is computed on the useful service life of
the depreciable asset using the straight line method of depreciation.

     (c)  Investments.  Investments  in  equity  securities  that  have  readily
determinable  fair values and all  investments in debt securities are classified
in three separate categories and accounted for as follows:

     HELD-TO-MATURITY SECURITIES

          Debt  securities  the Company has the  positive  intent and ability to
          hold to maturity are recorded at amortized cost.

     TRADING SECURITIES

          Debt and equity  securities that are held  principally for the purpose
          of selling such securities in the near term are recorded at fair value
          with unrealized gains and losses included in earnings.

     AVAILABLE-FOR-SALE SECURITIES

          Debt and equity  securities not classified in the other two categories
          are recorded at fair value with  unrealized  gains and losses excluded
          from earnings and reported as  "unrealized  holding gains or losses on
          available-for-sale securities" in stockholder's equity.

     Short term  investments  are  reported at market  value which  approximates
     cost.

<PAGE>

     Gains and losses on sales of investments are determined  using the specific
identification method. Investment income for the years indicated consists of the
following:

<TABLE>
<CAPTION>
                                                           YEAR ENDED         YEAR ENDED           YEAR ENDED
                                                       DECEMBER 31,1996   DECEMBER 31, 1995     DECEMBER 31,1994
                                                       ----------------   -----------------     ----------------
<S>                                                       <C>                 <C>                 <C>           

Interest on fixed maturities......................        $  8,559,429        $  8,243,748        $  8,091,627
Interest on short term investments................             410,930             451,475             225,682
Interest on policy loans..........................           1,151,681             973,242             886,465
Dividends on equity securities....................              43,756              58,305              10,220
                                                          ------------        ------------        ------------

     Total investment income......................          10,165,796           9,726,770           9,213,994
     Investment expense...........................             394,407             363,558             378,638
                                                          ------------        ------------        ------------

Net investment income.............................        $  9,771,389        $  9,363,212        $  8,835,356
                                                          ============        ============        ============
</TABLE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The amortized  cost and estimated  market values of  investments at December 31,
1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                                              GROSS         GROSS         ESTIMATED
                                               AMORTIZED    UNREALIZED    UNREALIZED        MARKET
                                                 COST         GAINS        LOSSES           VALUE
                                             ------------   ----------   ------------   ------------
<S>                                          <C>            <C>          <C>            <C>
Available-For-Sale Securities
December 31, 1996
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ..........................   $ 41,254,552   $  569,803   $    157,020   $ 41,667,335
  Debt Securities issued by
   States of the U.S. ....................      5,525,022           --        172,264      5,352,758
  Corporate Debt Securities ..............     56,013,590    1,217,747        297,752     56,933,585
  Other Debt Securities ..................      9,952,727      133,266         27,780     10,058,213
                                             ------------   ----------   ------------   ------------
                                             $112,745,891   $1,920,816   $    654,816   $114,011,891
                                             ============   ==========   ============   ============

December 31, 1995
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ..........................   $ 40,056,913   $1,459,984   $         --   $ 41,516,897
  Debt Securities issued by
   States of the U.S. ....................      9,067,445      215,464         10,295      9,272,614
  Corporate Debt Securities ..............     53,636,330    1,872,502        121,193     55,387,639
  Equity Securities ......................        500,000       55,000             --        555,000
  Other Debt Securities ..................      7,010,398       78,876          6,338      7,082,936
                                             ------------   ----------   ------------   ------------
                                             $110,271,086   $3,681,826   $    137,826   $113,815,086
                                             ============   ==========   ============   ============
</TABLE>


<PAGE>


     At December 31, 1996 and 1995, the Company recognized  "Unrealized  Holding
Gains (Losses) on Available-For-Sale Securities" of $644,000 and $1,878,000, net
of applicable  deferred income taxes and  amortization  of deferred  acquisition
costs.  The change in the  Unrealized  Holding Gains  (Losses) of  ($1,234,000),
$4,364,000 and ($5,536,000) for 1996, 1995 and 1994, respectively is reported as
a separate component of stockholders' equity.

Held-To-Maturity Securities
December 31,1996

<TABLE>
U.S. Treasury Securities and obligations
 of U.S. Government Corporations
<S>                                         <C>         <C>         <C>         <C>       
 and Agencies ............................  $3,439,214  $   36,945  $   10,944  $3,465,215
Corporate Debt Securities ................   2,000,000        --        66,200   1,933,800
Other Debt Securities ....................     110,000        --          --       110,000
                                            ----------  ----------  ----------  ----------
                                            $5,549,214  $   36,945  $   77,144  $5,509,015
                                            ==========  ==========  ==========  ==========

December 31,1995

U.S. Treasury Securities and obligations
 of U.S. Government Corporations
 and Agencies ............................  $3,332,604  $  120,983  $     --    $3,453,587
Corporate Debt Securities ................   2,000,000        --        40,412   1,959,588
Other Debt Securities ....................     610,000        --          --       610,000
                                            ----------  ----------  ----------  ----------
                                            $5,942,604  $  120,983  $   40,412  $6,023,175
                                            ==========  ==========  ==========  ==========
</TABLE>


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


     The  amortized  cost  and  estimated  market  value of debt  securities  at
December 31, 1996, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.


<TABLE>
<CAPTION>

                                                       HELD TO MATURITY                 AVAILABLE FOR SALE
                                                 AMORTIZED        ESTIMATED        AMORTIZED         ESTIMATED
                                                   COST          MARKET VALUE        COST          MARKET VALUE
                                                ----------       ----------      ------------     ------------
<S>                                             <C>              <C>            <C>               <C>
Due in one year or less.......................  $  100,000       $  100,000      $  2,359,443     $  2,368,650
Due after one year through five years.........     267,660          265,400        36,423,615       36,855,145
Due after five years through ten years........   3,181,554        3,209,815        48,199,575       49,009,561
Due after ten years...........................   2,000,000        1,933,800        25,763,258       25,778,535
                                                ----------       ----------      ------------     ------------
                                                $5,549,214       $5,509,015      $112,745,891     $114,011,891
                                                ==========       ==========      ============     ============
</TABLE>


     Proceeds from sales of investments in fixed  maturities  were  $39,046,422,
$56,949,635 and $36,701,082 in 1996, 1995 and 1994, respectively. Gross gains of
$185,708  and gross  losses of  $406,733  were  realized on those sales in 1996.
Gross gains of $578,810  and gross  losses of  $205,228  were  realized on those
sales in 1995. Gross gains of $85,827 and gross losses of $345,814 were realized
on those sales in 1994.

     (d)  Recognition  of  Revenue,  Policyholder  Account  Balances  and Policy
Benefits

     TRADITIONAL ORDINARY LIFE AND HEALTH

     Revenues from the traditional life insurance  policies  represent  premiums
     which are  recognized  as earned when due.  Health  insurance  premiums are
     recognized  as revenue over the time period to which the  premiums  relate.
     Benefits and expenses are associated  with earned  premiums so as to result
     in recognition of profits over the lives of the contracts. This association
     is accomplished by means of the provision for liabilities for future policy
     benefits and the deferral and amortization of policy acquisition costs.

     UNIVERSAL LIFE AND VARIABLE LIFE

     Revenues from universal life and variable life policies  represent  amounts
     assessed against policyholders.  Included in such assessments are mortality
     charges,  surrender charges and policy service fees.  Policyholder  account
     balances on universal  life consist of the premiums  received plus credited
     interest, less accumulated  policyholder  assessments.  Amounts included in
     expense represent benefits in excess of policyholder account balances.  The
     value of  policyholder  accounts on variable  life are included in separate
     account  liabilities as discussed  below.  ANNUITIES  Revenues from annuity
     contracts   represent  amounts  assessed  against   contractholders.   Such
     assessments are principally sales charges,  administrative fees, and in the
     case of  variable  annuities,  mortality  and  expense  risk  charges.  The
     carrying  value  and  fair  value  of  fixed  annuities  are  equal  to the
     policyholder  account  balances,  which represent the net premiums received
     plus accumulated interest.

     (e) Separate Accounts. Separate account assets and the related liabilities,
both of which are valued at market,  represent  segregated  variable annuity and
variable  life  contracts  maintained  in accounts  with  individual  investment
objectives.  All investment  income (gains and losses of these accounts) accrues
directly to the  contractholders and therefore does not affect net income of the
Company.

     (f) Reclassifications. Certain reclassifications have been made to the 1994
and 1995 Financial Statements in order to conform to the 1996 presentation.

<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Note 3 -- Fair Value of Financial Instruments

     The carrying amounts for cash,  short-term  investments and policy loans as
reported in the accompanying  balance sheet approximate  their fair values.  The
fair values for fixed  maturities  and  equity-securities  are based upon quoted
market prices,  where available or are estimated  using values from  independent
pricing services.

     The carrying amounts for the Company's  liabilities under investment - type
contracts  approximate  their fair values  because  interest  rates  credited to
account balances  approximate  current rates paid on similar investments and are
generally  not  guaranteed  beyond  one  year.  Fair  values  for the  Company's
insurance  contracts  other than investment - type contracts are not required to
be  disclosed.  However,  the  fair  values  of  liabilities  for all  insurance
contracts  are taken into  consideration  in the overall  management of interest
rate risk, which minimizes exposure to changing interest rates.

Note 4 -- Retirement Plans

     The Company participates in a non-contributory  profit sharing plan for the
benefit of its employees  and those of other  wholly-owned  subsidiaries  of its
parent. The Plan provides for retirement  benefits based upon earnings.  Vesting
of  benefits is based upon years of service.  For the years ended  December  31,
1996,  1995 and 1994, the Company  charged  operations  approximately  $100,000,
$40,000 and $ 0, respectively for its portion of the contribution.

     The Company also has a non-contributory  retirement plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$414,000 in 1996,  $375,000 in 1995 and $312,000 in 1994. The accrued  liability
of  approximately  $2,858,000 in 1996 and  $2,621,000 in 1995 was  sufficient to
cover the value of benefits provided by the plan.

     In addition, the Company participates in a 401(k) savings plan covering all
of its eligible  employees and those of other  wholly-owned  subsidiaries of its
parent  whereby  employees  may  voluntarily  contribute a  percentage  of their
compensation with the Company matching a portion of the contributions of certain
employees.  The  amount  contributed  by the  Company  in 1996  and 1995 was not
material.

Note 5 -- Commitments and Contingent Liabilities

     The Company has agreements with affiliates and  non-affiliates  as follows:
(a) The  Company's  maximum  retention on any one life is $100,000.  The Company
reinsures a portion of its risk with other insurance  companies and reserves are
reduced by the amount of  reserves  for such  reinsured  risks.  The  Company is
liable for any obligations which any reinsurance  company may be unable to meet.
The Company had reinsured  approximately  10% of its net life insurance in force
at December 31, 1996,  1995 and 1994.  The Company also had assumed  reinsurance
amounting to  approximately  21%, 20% and 21% of its net life insurance in force
at the respective year ends. None of these  transactions had any material effect
on the Company's operating results.

     (b) The Company and certain  affiliates share office space, data processing
facilities and management  personnel.  Charges for these services are based upon
space  occupied,  usage of data  processing  facilities  and time  allocated  to
management. During the years ended December 31, 1996, 1995 and 1994, the Company
paid  approximately  $1,222,000,  $1,282,000 and $1,099,000,  respectively,  for
these services. In addition,  the Company reimbursed an affiliate  approximately
$9,709,000 in 1996,  $8,739,000 in 1995,and  $6,651,000 in 1994 for  commissions
relating to the sale of its products.

     The Company  maintains  a checking  account  with a financial  institution,
which is also a  wholly-owned  subsidiary  of its  parent.  The  balance in this
account  was  approximately  $ 326,000 at  December  31,  1996 and  $343,000  at
December 31, 1995.

     (c) The Company is subject to certain  claims and  lawsuits  arising in the
ordinary  course of  business.  In the  opinion of  management,  all such claims
currently  pending  will not have a  material  adverse  effect on the  financial
position of the Company or its results of operations.

<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 6 -- Adjustments Made to Statutory Accounting Practices

     Note 1 describes some of the common differences between statutory practices
and generally accepted accounting  principles.  The effects of these differences
for the years ended December 31, 1996,  1995 and 1994 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
                                                              NET INCOME                           CAPITAL SHARES AND SURPLUS
                                                        YEAR ENDED DECEMBER 31                          AT DECEMBER 31
                                             -----------------------------------------   ------------------------------------------
                                                  1996           1995          1994           1996           1995           1994
                                             ------------   ------------  ------------   ------------   ------------   ------------
<S>                                          <C>            <C>           <C>            <C>            <C>            <C>         
Reported on a statutory basis .............  $  5,002,533   $  3,705,334  $  2,205,814   $ 26,580,877   $ 21,600,537   $ 18,020,531
                                             ------------   ------------  ------------   ------------   ------------   ------------
Adjustments:
   Deferred policy acquisition costs (b) ..      (179,085)      (554,677)     (434,228)    17,547,129     17,318,214     19,321,891
   Future policy benefits (a) .............       514,086        422,387       727,849     (2,398,397)    (2,912,483)    (3,334,870)
   Deferred income taxes ..................       286,000        376,000       352,000        934,000         12,000      1,884,000
   Premiums due and deferred (e) ..........        85,461         80,133        70,968     (1,359,107)    (1,444,568)    (1,524,702)
   Cost of colletion and other statutory
     liabilities ..........................       (12,283)       (16,318)      (32,454)        36,984         49,267         65,585
   Non-admitted assets ....................          --             --            --          298,731        395,758        385,500
Asset valuation reserve ...................          --             --            --        1,136,664      1,016,830        901,041
   Interest maintenance reserve ...........       (48,542)       (40,804)       71,048)         6,271        200,690         (5,070)
   Gross unrealized holding gains 
     (losses) on available-for-sale 
     securities ...........................          --             --            --        1,266,000      3,544,000     (4,517,000)
   Net realized capital gains (losses)  ...      (221,025)       373,582      (259,987)          --             --             --
   Other ..................................        75,762        126,298)          148           --             --             --
                                             ------------   ------------  ------------   ------------   ------------   ------------
                                                  500,374        514,005       353,248     17,468,275     18,179,708     13,176,375
                                             ------------   ------------  ------------   ------------   ------------   ------------

In accordance with generally accepted
   accounting principles ..................  $  5,502,907   $  4,219,339  $  2,559,062   $ 44,049,152   $ 39,780,245   $ 31,196,906

Per share, based on 534,350 shares
   outstanding ............................  $      10.30   $       7.90  $       4.79   $      82.44   $      74.45   $      58.38
                                             ============   ============  ============   ============   ============   ============
</TABLE>
                     
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     The following is a description of the  significant  policies used to adjust
the net income and capital shares and surplus from a statutory to a GAAP basis.

     (a) Liabilities for future policy benefits have been computed  primarily by
the net level  premium  method with  assumptions  as to  anticipated  mortality,
withdrawals and investment yields. The composition of the policy liabilities and
the more significant assumptions pertinent thereto are presented below:

<TABLE>
<CAPTION>
             DISTRIBUTION OF LIABILITIES*                 BASIS OF ASSUMPTIONS
                                 YEARS
       1996         1995        OF ISSUE        INTEREST               MORTALITY TABLE                WITHDRAWAL
      -----         ----        --------        --------               ---------------                ----------
<S>             <C>           <C>               <C>           <C>                                     <C>
Non-par:
 $ 1,655,040    $ 1,722,604   1962-1967          4 1/2%       1955-60 Basic Select plus Ultimate      Linton B
   5,814,885      5,668,858   1968-1988          5 1/2%       1955-60 Basic Select plus Ultimate      Linton B
   2,546,702      2,574,079   1984-1988          7 1/2%       85% of 1965-70 Basic Select Modified
                                                                plus Ultimate                         Linton B
      86,508         74,055   1989-Present       7 1/2%       1975-80 Basic Select plus Ultimate      Linton B
     113,117        109,919   1989-Present       7 1/2%       1975-80 Basic Select plus Ultimate      Actual
      34,185         39,885   1989-Present       8%           1975-80 Basic Select plus Ultimate      Actual
  31,902,122     31,896,847   1985-Present       6%           Accumulation of Funds                   --
Par:
     223,500        224,307   1966-1967          4 1/2%       1955-60 Basic Select plus Ultimate      Linton A
  13,357,249     13,557,033   1968-1988          5 1/2%       1955-60 Basic Select plus Ultimate      Linton A
     975,132        988,555   1981-1984          7 1/4%       90% of 1965-70 Basic Select
                                                                plus Ultimate                         Linton B
   4,772,595      4,713,069   1983-1988          9 1/2%       80% of 1965-70 Basic Select
                                                                plus Ultimate                         Linton B
  14,031,404     12,459,045   1990-Present       8%           66% of 1975-80 Basic Select
                                                                plus Ultimate                         Linton B
Annuities:
  21,779,771     25,202,605   1976-Present       5 1/2%       Accumulation of Funds                   --
Miscellaneous:
  16,939,829     15,161,153   1962-Present       2 1/2%-3 1/2%   1958-CSO                             None
</TABLE>
- ----------
*     The above amounts are before deduction of deferred premiums of $936,565 in
      1996 and $1,017,841 in 1995.

     (b) The  costs of  acquiring  new  business,  principally  commissions  and
related agency expenses, and certain costs of issuing policies,  such as medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions  which  were  used  for  computing  liabilities  for  future  policy
benefits.  Amortization of $1,454,408 in 1996, $1,672,429 in 1995 and $1,573,216
in 1994 was charged to operations.

     (c)  Participating  business  represented 9.8% and 11.1% of individual life
insurance in force at December 31, 1996 and 1995, respectively.

     The Board of Directors annually approves a dividend formula for calculation
of dividends to be distributed to participating policyholders.

     The  portion of earnings of  participating  policies  that can inure to the
benefit of shareholders is limited to the larger of 10% of such earnings or $.50
per thousand dollars of participating  insurance in force. Earnings in excess of
that  limit  must be  excluded  from  shareholders'  equity by a charge  against
operations.  No such  charge has been made,  since  participating  business  has
operated at a loss to date on a statutory  basis.  It is  anticipated,  however,
that the participating lines will be profitable over the lives of the policies.

     (d) New York State  insurance  law  prohibits  the payment of  dividends to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was  $16,796,135,  $11,815,645 and $8,235,339 at December
31, 1996, 1995 and 1994, respectively.

     (e)  Statutory  due and  deferred  premiums  are adjusted to conform to the
expected  premium revenue used in computing  future benefits and deferred policy
acquisition  costs. In this regard, the GAAP due premium is recorded as an asset
and the GAAP deferred premium is applied against future policy benefits.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7 -- Federal Income Taxes

     The Company joins with its parent company and other affiliated companies in
filing a  consolidated  Federal  income tax return.  The  provision  for Federal
income taxes is determined on a separate company basis.

     Retained  earnings at December  31, 1996  included  approximately  $146,000
which is  defined  as  "policyholders'  surplus"  and may be  subject to Federal
income  tax  at  ordinary  corporate  rates  under  certain  future  conditions,
including distributions to stockholders.


      Deferred tax liabilities (assets) are comprised of the following:

                                                       1996            1995
                                                       ----            ----
Policyholder dividend provision .................  $  (332,719)   $  (323,612)
Non-qualified agents' pension plan reserve ......   (1,127,384)    (1,044,728)
Deferred policy acquisition costs ...............    2,507,526      2,968,214
Future policy benefits ..........................   (2,346,908)    (2,639,345)
Bond discount ...................................       28,677         27,842
Unrealized holding gains (losses) on
     Available-For-Sale Securities ..............      331,000        967,000
Other ...........................................        5,808         32,629
                                                   -----------    -----------
                                                   $  (934,000)   $   (12,000)
                                                   ===========    ===========

     The currently  payable  Federal Income tax provision of $3,099,000 for 1996
is net of a $75,000 Federal tax benefit  resulting from a capital loss carryback
of $221,025 and the  $838,000 for 1994 is net of a $102,000  Federal tax benefit
resulting from a capital loss carry back of $259,987.

     A reconciliation  of the Federal statutory income tax rate to the Company's
effective tax rate is as follows:

                                                           1996    1995    1994
                                                           ----    ----    ----
Application of statutory tax rate........................   34%     34%     34%
Special tax deduction for life insurance companies.......   --      --     (18)
                                                           ---     ---     ---
                                                            34%     34%     16%
                                                            ===    ===     ===



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