FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
497, 2000-05-03
Previous: WILLCOX & GIBBS INC /DE, 15-15D, 2000-05-03
Next: STC BROADCASTING INC, 10-Q, 2000-05-03




[FIRST INVESTORS LOGO]

                                   Tax Tamer I

                                       and

                                  Tax Tamer II






This booklet contains two  prospectuses.  The first prospectus is for Individual
Variable  Annuity  Fund C (Separate  Account C) and Fund D (Separate  Account D)
Contracts, which we call Tax Tamer I and Tax Tamer II, respectively.  The second
prospectus is for the Life Series Fund, which provides the underlying investment
options for the Individual  Variable Annuity  Contracts offered through Separate
Accounts C and D.


THE DATE OF THIS PROSPECTUS IS APRIL 28, 2000.


<PAGE>


                                    CONTENTS*

                  VARIABLE ANNUITY FUND C AND FUND D PROSPECTUS


    GLOSSARY OF SPECIAL TERMS.................................................2
    FEE TABLES................................................................3
    CONDENSED FINANCIAL INFORMATION...........................................6
    OVERVIEW.................................................................10
       How the Contracts Work................................................10
       Who We Are............................................................11
       Who Should Consider Purchasing a Contract.............................12
       Risk and Reward Considerations........................................12
    THE CONTRACTS IN DETAIL..................................................12
       Purchase Payments.....................................................13
       Allocation of Net Purchase Payments to Subaccount(s)..................13
       Sales Charge..........................................................13
       Mortality and Expense Risk Charges....................................15
       Other Charges.........................................................15
       The Accumulation Period...............................................16
       The Annuity Period....................................................18
       Ten-Day Revocation Right..............................................21
    TAX INFORMATION..........................................................21
       General...............................................................21
       Non-Qualified Contracts...............................................21
       Qualified Plan Contracts..............................................23
       Withholding...........................................................23
       Our Tax Status........................................................23
    PERFORMANCE INFORMATION..................................................23
    OTHER INFORMATION........................................................24
       Voting Rights.........................................................24
       Reservation of Rights.................................................25
       Distribution of Contracts.............................................25
       Financial Statements..................................................26
    TABLE OF CONTENTS OF THE STATEMENTS OF ADDITIONAL INFORMATION............27
    APPENDIX I...............................................................27















- -----------------------------
*A Table of Contents for the Life Series Fund prospectus can be found at page ii
of that prospectus.


<PAGE>

Individual Variable Annuity Contracts
Offered By
First Investors Life Insurance Company

("First Investors Life")

Through

First Investors Life Variable Annuity Fund C (Separate Account C)
First Investors Life Variable Annuity Fund D (Separate Account D)
95 Wall Street, New York, New York 10005/(212) 858-8200


         This Prospectus  describes  deferred  Variable  Annuity  Contracts (the
"Contracts") offered by First Investors Life Insurance Company which provide you
with the  opportunity  to  accumulate  capital,  on a  tax-deferred  basis,  for
retirement  or  other  long-term  purposes  and  thereafter  to  annuitize  your
accumulated cash value if you so elect. If you elect to annuitize, the Contracts
offer several options under which you can receive annuity payments for life.

         The  Contracts  invest in the same  underlying  investment  portfolios.
Whether you invest in a Separate Account C or Separate  Account D Contract,  you
allocate your purchase  payments  (less certain  charges) to one of the thirteen
"Subaccounts."  Each of these Subaccounts  invests in a corresponding  "Fund" of
First  Investors Life Series Fund.  The amount you  accumulate  depends upon the
performance  of the  Subaccounts  in  which  you  invest.  You  bear  all of the
investment risk, which means that you could lose money.

         The  Contracts  differ  in that they have (a)  different  sales  charge
structures  (b)  different  death  benefits  and  (c)  different  expenses.  The
Contracts  also have  different  minimum  investments.  The  Separate  Account C
Contract  may be  purchased  with as little as $2,000.  The  Separate  Account D
Contracts require a minimum investment of $25,000.

         THE INTERNAL REVENUE SERVICE MAY ASSESS A PENALTY ON EARLY  WITHDRAWAL.
THE CONTRACTS PROVIDE YOU WITH A 10-DAY REVOCATION RIGHT.


         Please  read  this  Prospectus  and keep it for  future  reference.  It
contains important information that you should know before buying a Contract. We
filed a Statement of Additional  Information ("SAI"), dated April 28, 2000, with
the Securities and Exchange Commission. We incorporate the SAI by reference into
this  Prospectus.  See page 27 of this Prospectus for the SAI Table of Contents.
You can get a free SAI by contacting us at the address or telephone number shown
above.


     The  Securities  and Exchange  Commission  has not approved or  disapproved
these   securities   or  passed  on  the  adequacy  of  this   Prospectus.   Any
representation to the contrary is a criminal offense.

     This  Prospectus  is valid only if attached to the current  prospectus  for
First Investors Life Series Fund ("Life Series Fund").


                 The date of this Prospectus is April 28, 2000.


<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 that measures the value of a Contractowner's
interest in a Subaccount of Separate  Account C or Separate Account D before the
Annuity Commencement Date.

         ADDITIONAL  PAYMENT - A purchase  payment made to First  Investors Life
after issuance of a Contract.

         ANNUITANT - The person who is designated to receive annuity payments or
who is actually receiving annuity payments.

         ANNUITY  COMMENCEMENT  DATE - The date on which we begin making annuity
payments.

         ANNUITY  UNIT - A unit  that  determines  the  amount  of each  annuity
payment after the first annuity payment.

         BENEFICIARY  - The person who is  designated  to receive  any  benefits
under a Contract upon the death of the Annuitant or the Contractowners.

         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 that 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  C,  Separate  Account D and  other  segregated
investment accounts of First Investors Life.

         JOINT  ANNUITANT  - The  designated  second  person  under a joint  and
survivor life annuity.

         PURCHASE PAYMENT - A payment made to First Investors Life to purchase a
Contract.

         SEPARATE ACCOUNT C - The segregated  investment account entitled "First
Investors Life Variable  Annuity Fund C,"  established  by First  Investors Life
pursuant to applicable law and registered as a unit  investment  trust under the
Investment Company Act of 1940 ("1940 Act").

         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
1940 Act.

         SUBACCOUNT - A segregated  investment subaccount under Separate Account
C or Separate  Account D that corresponds to a fund of the Life Series Fund. The
assets of a Subaccount are invested in shares of the  corresponding  fund 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,  Martin  Luther  King Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.

         VALUATION  PERIOD - The period  beginning  at the end of any  Valuation
Date and extending to the end of the next Valuation Date.

         VARIABLE ANNUITY - An annuity with annuity payments that vary in dollar
amount,  in accordance  with the net investment  experience of the  Subaccounts,
throughout the payment period.

         WE (and Our) - First Investors Life Insurance Company.

         YOU (AND YOUR) - The prospective contractowner.



                                       2
<PAGE>

                                   FEE TABLES


      The two tables  below are  provided  to help you  understand  the  various
charges and  expenses  you will  directly or  indirectly  bear in  purchasing  a
contract.  The tables show how the charges and expenses for the Contract  funded
through Separate Account C ("Separate Account C Contracts") differ from those of
the Contract funded through Separate Account D ("Separate Account D Contracts").
The following  table reflects the charges and expenses of the relevant  Separate
Account. The table on the next page reflects the fees and expenses of the series
(each a "Fund" and  collectively  "Funds")  of the Life Series Fund in which the
Separate  Accounts  invest.  The Fee  Tables  reflect  expenses  expected  to be
incurred in 2000.

SEPARATE ACCOUNT EXPENSES

<TABLE>
<CAPTION>

<S>                                                     <C>
SEPARATE ACCOUNT C (FRONT-LOADED CONTRACT)              SEPARATE ACCOUNT D (BACK-LOADED CONTRACT)
CONTRACTOWNER TRANSACTION EXPENSES                      CONTRACTOWNER TRANSACTION EXPENSES
- ----------------------------------                      ----------------------------------
Maximum Sales Load Imposed on Purchases (as a           Maximum Sales Load Imposed on Purchases (as a
percentage of purchase payment)................7.00%    percentage of purchase payments)..........None
Maximum Contingent Deferred Sales Charge.......None     Maximum Contingent Deferred Sales Charge.7.00%*
Annual Contract Maintenance Charge.............None     Annual Contract Maintenance Charge.......$30.00**


SEPARATE ACCOUNT C ANNUAL EXPENSES (AS A                SEPARATE ACCOUNT D ANNUAL EXPENSES (AS A
PERCENTAGE OF AVERAGE ACCOUNT VALUE)                    PERCENTAGE OF AVERAGE ACCOUNT VALUE)
- ------------------------------------                    ------------------------------------
Mortality and Expense Risk Charges.............1.00%    Mortality and Expense Risk Charges.......1.25%
Other Charges..................................0.00%+   Administrative Charge.................... .15%
Total Separate Account Annual Expenses.........1.00%                                           =======
                                                        Total Separate Account Annual Expenses...1.40%
</TABLE>

* The maximum  contingent  deferred sales charge ("CDSC") is a percentage of the
value of the Accumulation  Units surrendered (not to exceed the aggregate amount
of the purchase payments made for the Units).  The charge decreases 1% each year
so that  there is no  charge  after  seven  years.  Each  year you may  withdraw
("surrender") up to 10% of total purchase  payments without a CDSC. For purposes
of computing the CDSC, Units are considered to be redeemed in the order in which
they were purchased (i.e., first-in, first-out).

** We deduct the Contract  Maintenance Charge of $30 from the Accumulated Value,
except that this charge will not exceed 2% of that value. For more  information,
see "Contract Maintenance Charge."

+ We may deduct an administrative  charge if the Accumulated Value of a Contract
is less than $1,500 (see "Administrative Charge").

   For more complete  descriptions  of the various  charges and expenses  shown,
please refer to "THE CONTRACTS IN DETAIL -- Sales Charge,  Mortality and Expense
Risk  Charges,  and Other  Charges." In addition,  Premium  taxes may apply (see
"Other Charges").


                                       3
<PAGE>

FUND ANNUAL EXPENSES

(as a percentage of Fund average net assets)

These  expenses  are the same  whether  you  invest in a  Separate  Account C or
Separate Account D Contract.

<TABLE>
<CAPTION>



                                                                                                Fee Waiver
                                                                             Total Fund      and/or Expense
                                             Management       Other           Operating         Assumption          Net
                                              Fee(1)       Expenses(2)       Expenses(3)           (1)(2)        Expenses(3)
                                              ------       -----------       -----------           ------        -----------
<S>                                            <C>             <C>               <C>               <C>           <C>
Blue Chip Fund                                 0.75%           0.06%             0.81%               N/A            N/A
Cash Management Fund                           0.75%           0.16%             0.91%             0.21%          0.70%
Discovery Fund                                 0.75%           0.08%             0.83%               N/A            N/A
Focused Equity Fund                            0.75%           0.08%             0.83%               N/A            N/A
Government Fund                                0.75%           0.16%             0.91%             0.15%          0.76%
Growth Fund                                    0.75%           0.06%             0.81%               N/A            N/A
High Yield Fund                                0.75%           0.07%             0.82%               N/A            N/A
International Securities Fund                  0.75%           0.23%             0.98%               N/A            N/A
Investment Grade Fund                          0.75%           0.08%             0.83%             0.15%          0.68%
Target Maturity 2007 Fund                      0.75%           0.09%             0.84%             0.15%          0.69%
Target Maturity 2010 Fund                      0.75%           0.11%             0.86%             0.15%          0.71%
Target Maturity 2015 Fund                      0.75%           0.11%             0.86%             0.15%          0.71%
Utilities Income Fund                          0.75%           0.05%             0.80%               N/A            N/A
</TABLE>

 (1)    For the  fiscal  year  ended  December  31,  1999,  the  Adviser  waived
        Management Fees in excess of 0.60% for Cash  Management  Fund, in excess
        of 0.60% for Government  Fund, in excess of 0.60% for  Investment  Grade
        Fund,  in excess of 0.60% for Target  Maturity  2007 Fund,  in excess of
        0.60%  for  Target  Maturity  2010  Fund,  and in  excess  of 0.60%  for
        Utilities  Income Fund. The Adviser has  contractually  agreed with Life
        Series  Fund to  waive  Management  Fees in  excess  of  0.60%  for Cash
        Management  Fund, in excess of 0.60% for  Government  Fund, in excess of
        0.60% for Investment  Grade Fund, in excess of 0.60% for Target Maturity
        2007 Fund,  in excess of 0.60% for  Target  Maturity  2010 Fund,  and in
        excess of 0.60% for Target Maturity 2015 Fund for the fiscal year ending
        December 31, 2000.

(2)     For the fiscal year ended December 31, 1999, the Adviser assumed certain
        Other Expenses in excess of 0.10% for Cash Management  Fund. The Adviser
        has contractually  agreed with Life Series Fund to assume Other Expenses
        in excess of 0.10% for Cash  Management  Fund for the fiscal year ending
        December 31, 2000.

(3)     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 or Net
        Expenses.


                                       4
<PAGE>

EXAMPLE (Separate Account C Contract)

If you  surrender  your Contract (or if you  annuitize)  for the number of years
shown, you would pay the following expenses on a $1,000 investment,  assuming 5%
annual return on assets:

<TABLE>
<CAPTION>

                                              1 year          3 years         5 years         10 years
                                              ------          -------         -------         --------

<S>                                             <C>            <C>              <C>             <C>
Blue Chip Subaccount.........................   $87            $123             $161            $268
Cash Management Subaccount...................    86             124              164             276
Discovery Subaccount.........................    87             124              162             270
Focused Equity Subaccount....................    87             124              162             270
Government Subaccount........................    87             124              165             277
Growth Subaccount............................    87             123              161             268
High Yield Subaccount........................    87             123              162             269
International Securities Subaccount..........    89             128              169             284
Investment Grade Subaccount..................    86             122              161             269
Target Maturity 2007 Subaccount..............    86             122              161             270
Target Maturity 2010 Subaccount..............    86             123              162             272
Target Maturity 2015 Subaccount..............    86             123              162             272
Utilities Income Subaccount..................    87             123              161             267


EXAMPLE (Separate Account D Contract)

The expenses you incur in purchasing a Separate  Account D Contract would depend
upon whether or not you surrender your contract.  If you surrender your Contract
at the end of the period shown, you would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets:

                                              1 year          3 years         5 years         10 years
                                              ------          -------         -------         --------

Blue Chip Subaccount.........................  $122            $209             $298            $554
Cash Management Subaccount...................   121             210              302             563
Discovery Subaccount.........................   123             210              299             556
Focused Equity Subaccount....................   123             210              299             556
Government Subaccount........................   122             211              302             563
Growth Subaccount............................   122             209              298             554
High Yield Subaccount........................   123             209              299             555
International Securities Subaccount..........   124             214              307             572
Investment Grade Subaccount..................   121             208              298             555
Target Maturity 2007 Subaccount..............   121             209              299             556
Target Maturity 2010 Subaccount..............   121             209              300             558
Target Maturity 2015 Subaccount..............   121             209              300             558
Utilities Income Subaccount..................   122             209              298             553

If you do not surrender  your  contract (or if you  annuitize) at the end of the
period  shown,  you would pay the  following  expenses  on a $1,000  investment,
assuming 5% annual return on assets:

                                              1 year          3 years         5 years         10 years
                                              ------          -------         -------         --------

Blue Chip Subaccount.........................   $52            $159             $268            $554
Cash Management Subaccount...................    51             160              272             563
Discovery Subaccount.........................    53             160              269             556
Focused Equity Subaccount....................    53             160              269             556
Government Subaccount........................    52             161              272             563
Growth Subaccount............................    52             159              268             554
High Yield Subaccount........................    53             159              269             555
International Securities Subaccount..........    54             164              277             572
Investment Grade Subaccount..................    51             158              268             555
Target Maturity 2007 Subaccount..............    51             159              269             556
Target Maturity 2010 Subaccount..............    51             159              270             558
Target Maturity 2015 Subaccount..............    51             159              270             558
Utilities Income Subaccount..................    52             159              268             553
</TABLE>

     YOU SHOULD NOT CONSIDER THE EXPENSES IN THE EXAMPLES AS A REPRESENTATION OF
PAST OR FUTURE  EXPENSES.  ACTUAL  EXPENSES IN FUTURE  YEARS MAY BE MORE OR LESS
THAN THOSE SHOWN.

                                       5
<PAGE>

                         CONDENSED FINANCIAL INFORMATION

TABLE 1:  SEPARATE ACCOUNT C

     This  table  shows  the   Accumulation   Unit  Values  and  the  number  of
Accumulation Units outstanding for each Subaccount of Separate Account C, at the
dates shown. The  Accumulation  Unit Value for each Subaccount was initially set
at $10.00 on October 16, 1990,  except as follows:  Investment  Grade Subaccount
and  Government  Subaccount,  January  7,  1992;  Utilities  Income  Subaccount,
November 16, 1993;  Target  Maturity  2007  Subaccount,  April 24, 1995;  Target
Maturity 2010  Subaccount,  April 29, 1996;  and Focused  Equity  Subaccount and
Target Maturity 2015 Subaccount, November 8, 1999.

<TABLE>
<CAPTION>


                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                         <C>               <C>
Blue Chip Subaccount......................   December 31, 1990           10.74931759         144,049.8
                                             December 31, 1991           13.42731580         561,758.4
                                             December 31, 1992           14.18287684       1,085,254.0
                                             December 31, 1993           15.23373431       1,529,348.1
                                             December 31, 1994           14.86290782       1,959,841.2
                                             December 31, 1995           19.71773603       2,413,509.3
                                             December 31, 1996           23.72148089       3,116,839.9
                                             December 31, 1997           29.75982140       3,812,804.5
                                             December 31, 1998           34.96033275       4,012,212.4
                                             December 31, 1999           43.37805126       4,075,636.0

Cash Management Subaccount................   December 31, 1990           10.07542807         571,856.9
                                             December 31, 1991           10.52748985         571,891.0
                                             December 31, 1992           10.73770189         437,185.0
                                             December 31, 1993           10.91847727         253,743.1
                                             December 31, 1994           11.21833852         235,919.5
                                             December 31, 1995           11.71983145         252,407.7
                                             December 31, 1996           12.18484038         246,553.2
                                             December 31, 1997           12.67719681         256,188.6
                                             December 31, 1998           13.18253046         364,729.9
                                             December 31, 1999           13.66202731         436,613.4

Discovery Subaccount......................   December 31, 1990           10.91349031           8,362.1
                                             December 31, 1991           16.53848277         130,585.7
                                             December 31, 1992           18.93150000         307,107.8
                                             December 31, 1993           22.89932001         563,070.0
                                             December 31, 1994           22.07727850         867,303.8
                                             December 31, 1995           27.37355380       1,203,507.8
                                             December 31, 1996           30.48354883       1,523,777.2
                                             December 31, 1997           35.26286749       1,838,056.5
                                             December 31, 1998           35.97570267       1,911,584.8
                                             December 31, 1999           45.58089213       1,823,561.9

Focused Equity Subaccount                    December 31, 1999           10.23513243         126,244.7

Government Subaccount.....................   December 31, 1992           10.87670909         437,095.3
                                             December 31, 1993           11.44920392         674,512.1
                                             December 31, 1994           10.85941183         672,797.1
                                             December 31, 1995           12.43183229         705,348.4
                                             December 31, 1996           12.74903390         643,378.3
                                             December 31, 1997           13.70958126         588,697.3
                                             December 31, 1998           14.59671768         601,159.8
                                             December 31, 1999           14.60339104         568,487.4

                                       6
<PAGE>

                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

Growth Subaccount.........................   December 31, 1990           10.75804081          24,176.8
                                             December 31, 1991           14.34498476         204,821.5
                                             December 31, 1992           15.59155937         567,241.7
                                             December 31, 1993           16.35977780         958,529.1
                                             December 31, 1994           15.73131059       1,347,003.7
                                             December 31, 1995           19.48689883         1,729,637
                                             December 31, 1996           24.01011967       2,241,867.6
                                             December 31, 1997           30.73197657       2,862,521.1
                                             December 31, 1998           38.74794069       3,085,019.4
                                             December 31, 1999           48.51704335       3,252,259.5

High Yield Subaccount.....................   December 31, 1990           10.00101048          69,585.9
                                             December 31, 1991           13.25243640         220,366.3
                                             December 31, 1992           14.86894995         279,777.4
                                             December 31, 1993           17.38280181         391,036.8
                                             December 31, 1994           16.93482626         513,297.7
                                             December 31, 1995           20.09026188         671,849.9
                                             December 31, 1996           22.38760536         799,626.6
                                             December 31, 1997           24.92887084         950,571.7
                                             December 31, 1998           25.45748200       1,016,074.5
                                             December 31, 1999           26.45283224         983,518.1

International Securities Subaccount.......   December 31, 1990           10.26630533         118,091.2
                                             December 31, 1991           11.73276972         269,273.6
                                             December 31, 1992           11.46589494         463,523.6
                                             December 31, 1993           13.86795475         792,294.1
                                             December 31, 1994           13.55233761       1,383,676.5
                                             December 31, 1995           15.92618862       1,502,998.2
                                             December 31, 1996           18.16949900       1,956,014.4
                                             December 31, 1997           19.62431480       2,329,410.5
                                             December 31, 1998           22.96087882       2,307,046.6
                                             December 31, 1999           29.88384295       2,287,489.9

Investment Grade Subaccount...............   December 31, 1992           10.77845214         395,839.5
                                             December 31, 1993           11.82065978         784,651.0
                                             December 31, 1994           11.28602521         923,445.3
                                             December 31, 1995           13.37384783       1,076,644.3
                                             December 31, 1996           13.61638687       1,050,200.1
                                             December 31, 1997           14.80366272         988,996.1
                                             December 31, 1998           15.99733761       1,071,756.2
                                             December 31, 1999           15.43710810       1,018,466.9

Target Maturity 2007 Subaccount...........   December 31, 1995           11.90553994         775,738.1
                                             December 31, 1996           11.53266965       1,252,102.1
                                             December 31, 1997           12.94581989       1,515,226.0
                                             December 31, 1998           14.73597183       1,547,831.2
                                             December 31, 1999           13.21972831       1,522,038.7

Target Maturity 2010 Subaccount...........   December 31, 1996           10.81913243         170,708.7
                                             December 31, 1997           12.41073564         381,345.1
                                             December 31, 1998           14.05135661         478,329.7
                                             December 31, 1999           12.28007118         506,806.1

Target Maturity 2015 Subaccount              December 31, 1999            9.47930868          36,480.1


                                       7
<PAGE>

                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

Utilities Income Subaccount...............   December 31, 1993            9.92774964          45,091.7
                                             December 31, 1994            9.11659215         473,447.1
                                             December 31, 1995           11.75759954       1,129,455.9
                                             December 31, 1996           12.75464824       1,689,626.3
                                             December 31, 1997           15.79406311       1,878,396.6
                                             December 31, 1998           17.60340941       2,219,597.9
                                             December 31, 1999           20.46267830       2,474,003.3


TABLE 2:  SEPARATE ACCOUNT D

     This  table  shows  the   Accumulation   Unit  Values  and  the  number  of
Accumulation Units outstanding for each Subaccount of Separate Account D, on the
dates shown. The  Accumulation  Unit Value for each Subaccount was initially set
at $10.00 on July 28, 1997,  except as follows:  Focused  Equity  Subaccount and
Target Maturity 2015 Subaccount, November 8, 1999.


                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

Blue Chip Subaccount......................   December 31, 1997           10.18519950         426,185.6
                                             December 31, 1998           11.91730629       1,531,169.8
                                             December 31, 1999           14.72774188       2,333,261.2

Cash Management Subaccount................   December 31, 1997           10.15474840          28,344.4
                                             December 31, 1998           10.51737952          82,526.4
                                             December 31, 1999           10.85642214         218,614.0

Discovery Subaccount......................   December 31, 1997           10.23140687         205,814.9
                                             December 31, 1998           10.39655938         701,595.6
                                             December 31, 1999           13.11978934         963,277.6

Focused Equity Subaccount.................   December 31, 1999           10.24021672          44,020.7

Government Subaccount.....................   December 31, 1997           10.28895863          13,321.1
                                             December 31, 1998           10.91102057         103,476.8
                                             December 31, 1999           10.87242751         133,403.0

Growth Subaccount.........................   December 31, 1997           10.33626489         346,768.7
                                             December 31, 1998           12.98031991       1,316,750.1
                                             December 31, 1999           16.18805732       2,158,958.5

High Yield Subaccount.....................   December 31, 1997           10.42338850          60,209.4
                                             December 31, 1998           10.60191952         325,195.4
                                             December 31, 1999           10.97246124         491,040.3

International Securities Subaccount.......   December 31, 1997            9.30734342         196,448.9
                                             December 31, 1998           10.84633615         536,298.4
                                             December 31, 1999           14.06030884         883,074.3

Investment Grade Subaccount...............   December 31, 1997           10.33902780          22,448.4
                                             December 31, 1998           11.12810542         156,868.9
                                             December 31, 1999           10.69552064         239,796.7

Target Maturity 2007 Subaccount...........   December 31, 1997           10.62155299          62,839.0
                                             December 31, 1998           12.04205143         302,580.8
                                             December 31, 1999           10.75985291         471,988.9

Target Maturity 2010 Subaccount...........   December 31, 1997           10.79920122          43,680.6


                                       8
<PAGE>


                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

                                             December 31, 1998           12.17798882         188,719.4
                                             December 31, 1999           10.60034923         223,367.6

Target Maturity 2015 Subaccount...........   December 31, 1999            9.95734955           5,000.0

Utilities Income Subaccount...............   December 31, 1997           11.67391319          33,306.9
                                             December 31, 1998           12.95932846         449,163.0
                                             December 31, 1999           15.00415356         806,463.3
</TABLE>


                                       9
<PAGE>

                                    OVERVIEW

         This overview  highlights some basic information about the two Variable
Annuity  Contracts  offered by First  Investors Life Insurance  Company  ("First
Investors Life",  "We",  "Us", or "Our") in this Prospectus.  They invest in the
same  underlying  investment  portfolios  but have  different  sales  charge and
expense  structures and different  death benefit  features.  Separate  Account C
Contracts are contracts that are sold with a front-end sales charge. They invest
in Separate Account C. Separate Account D Contracts are contracts which are sold
with a contingent  deferred sales charge.  They invest in Separate Account D. We
will not accept a purchase of a Separate  Account D Contract  with the  proceeds
from  a  surrender  of a  Separate  Account  C  Contract.  You  will  find  more
information about the Contracts beginning on page 12 of this Prospectus.

HOW THE CONTRACTS WORK

         Like all variable annuity contracts,  the Contracts have two phases: an
accumulation  period  and an annuity  income  period.  During  the  accumulation
period,  earnings on your  investment  accumulate on a tax-deferred  basis.  The
annuity income period begins when you start to receive annuity income  payments.
You can select one of several annuity income payment options. The amount of your
annuity  payments will vary with the  performance of the investment  options you
have selected as well as the type of annuity option you choose.


         During the  accumulation  period,  you invest in investment  options or
Subaccounts which, like mutual funds, have different investment objectives.  You
can gain or lose money if you invest in these  Subaccounts.  The amount of money
you accumulate in your contract depends on the performance of the Subaccounts in
which you invest. The Contracts currently offer 13 Subaccounts.  Each Subaccount
invests  at net  asset  value  in  shares  of a  corresponding  "Fund"  of First
Investors  Life Series  Fund ("Life  Series  Fund"),  as shown in the  following
table.


       SUBACCOUNTS                                   FUND
       -----------                                   ----
     Blue Chip Subaccount                          Blue Chip Fund
     Cash Management Subaccount                    Cash Management Fund
     Discovery Subaccount                          Discovery Fund
     Focused Equity Subaccount                     Focused Equity 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
     Target Maturity 2015 Subaccount               Target Maturity 2015 Fund
     Utilities Income Subaccount                   Utilities Income Fund


         Each Contract  provides a guaranteed death benefit that is payable to a
designated  beneficiary when the Annuitant dies. The Separate Account C Contract
guarantees  that the  beneficiary  will  receive  the  greater  of (i) the total
purchase  payments less any  withdrawals  or (ii) the  Accumulated  Value of the
Contract  on the date of receipt of  written  notification  of death at our Home
Office or other  designated  office.  The Separate Account D guarantees that the
beneficiary will receive the greater of (i) the total purchase payments less any
withdrawals,  (ii) the Accumulated  Value of the Contract on the date of receipt
of Due Proof of Death at our Home Office or other  designated  office,  or (iii)
the  Accumulated  Value  on  the  immediately   preceding   Specified   Contract
Anniversary date (these Anniversary dates occur every 7 years after you purchase
your Contract) plus any additional purchase payments and less any withdrawals.


                                       10
<PAGE>

WHO WE ARE

         FIRST INVESTORS LIFE INSURANCE COMPANY

         First  Investors  Life, 95 Wall Street,  New York,  New York 10005 is a
stock life  insurance  company  incorporated  in New York in 1962. We write 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.  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 First Investors Management Company, Inc. and First Investors
Life.

         SEPARATE ACCOUNTS C & D

         First  Investors  Life Variable  Annuity Fund C is also called the "Tax
Tamer" ("Separate Account C"). It was established on December 21, 1989 under New
York Insurance Law. First Investors Life Variable  Annuity Fund D is also called
the "Tax Tamer II" ("Separate  Account D"). It was  established on April 8, 1997
under New York Insurance Law.

         Separate  Account  C and  Separate  Account D (each an  "Account")  are
registered  unit investment  trusts with the Securities and Exchange  Commission
("SEC"). Such registration does not involve SEC supervision of the management or
investment practices or policies of either Account.

         We  segregate  the assets of each  Account  from our other  assets.  We
cannot  charge  liabilities  arising out of our other  businesses  against  that
portion of each Account's assets that is approximately  equal to the amount that
is  necessary to support the  Contracts.  We credit to, or charge  against,  the
Subaccounts  of each Account  realized and unrealized  income,  gains and losses
without regard to our other income,  gains and losses. The obligations under the
Contracts are our obligations.

         Each Subaccount  invests its assets in a corresponding Fund of the Life
Series Fund at net asset value.  Each  Subaccount  reinvests  all  distributions
received from a Fund in additional  shares of that Fund at net asset value.  So,
none  of  the  Subaccounts  make  cash  distributions  to  Contractowners.  Each
Subaccount may make  deductions for charges and expenses by redeeming the number
of equivalent  Fund shares at net asset value. We value shares of the Funds that
we hold in the Subaccounts at their net asset values.

         THE LIFE SERIES FUND

         First Investors Life Series Fund is an open-end  management  investment
company  (commonly  known as a "mutual fund")  registered with the SEC under the
1940 Act.  Registration of the Life Series Fund does not involve  supervision by
the SEC of the management or investment practices or policies of the Life Series
Fund.  The Life Series Fund offers its shares only  through the  purchase of our
variable  annuity  contracts or variable life  insurance  policies.  It does not
offer its shares directly to the general  public.  The Life Series Fund reserves
the right to offer its shares to other separate  accounts of ours or directly to
us.

         First  Investors  Management  Company,  Inc.  (the  "Adviser")  is  the
investment  adviser of each Fund. The Adviser is a New York Corporation  located
at 95 Wall Street,  New York,  New York 10005.  The Adviser and Life Series Fund
have  retained  Wellington   Management   Company,  75  State  Street,   Boston,
Massachusetts  02109 ("WMC" or "Subadviser"),  to serve as the subadviser of the
International  Securities Fund and Growth Fund, and Arnhold and S. Bleichroeder,
Inc.,  1345  Avenue  of the  Americas,  New  York,  New  York  10105  ("ASB"  or
"Subadviser"),  to serve as the  subadviser of the Focused  Equity Fund. See the
Life  Series  Fund  Prospectus  for  more  information  about  the  Adviser  and
Subadviser  as well as the fees that each Fund paid for the  fiscal  year  ended
December 31, 1999.

         The Life Series Fund sells its shares to more than one separate account
funding  variable  annuity  contracts  or  variable  life  insurance   policies.
Consequently,  the possibility  arises that violation of the federal tax laws by
another  separate  account  investing  in the Life  Series  Fund could cause the
Contracts  funded through Separate Account C or Separate Account D to lose their
tax-deferred status, unless remedial action were taken.

                                       11
<PAGE>

WHO SHOULD CONSIDER PURCHASING A CONTRACT

         The Contract allows you to accumulate money on a tax-deferred basis for
retirement or other  long-term goals and thereafter to annuitize the accumulated
value of your Contract if you wish. Generally,  the higher your tax bracket, the
more you will benefit from the tax-deferred feature of the Contract.  You should
not purchase a Contract if you are looking for a short-term investment or if you
cannot take the risk of receiving less money than you paid for the Contract. You
may want to consult a tax advisor or other  professional  before you  purchase a
Contract.

RISK AND REWARD CONSIDERATIONS

         The Contracts  offer you the  opportunity  to benefit on a tax-deferred
basis from the performance of the underlying investment options that you choose.
However,  there are several  important  factors that you should  consider before
making a decision to purchase a Contract:

         1. You bear all of the  investment  risk of the  underlying  investment
options you choose. You should therefore carefully review the prospectus for the
underlying  Life Series Fund before  choosing your  underlying  investments.  It
explains the Funds' investment objectives,  primary investment  strategies,  and
primary risks.

         2.  The  Contracts  are  generally  not  appropriate  choices  for  the
investment of money that you will need in the short term.  You should  therefore
only invest money that you will not need in the short term.

         3. Generally, it is not advisable to switch from one variable insurance
contract to another  because each contract  will have a sales  charge.  For this
reason, we do not allow switches from Separate Account C to Separate Account D.

         4. If you are considering purchasing a Contract inside of an individual
retirement  account or qualified  retirement plan, you should know that the same
tax  benefits  are  available  whether  you invest in mutual  funds or  variable
annuities and that variable annuities generally have higher cost structures than
those of  mutual  funds.  The  variable  annuity's  death  benefit  should be an
important factor if you select a variable annuity.



                             THE CONTRACTS IN DETAIL

         The Contracts are variable annuity contracts which provide you with the
opportunity  to  accumulate  capital on a tax  deferred  basis by  investing  in
underlying subaccounts and thereafter annuitizing your accumulated cash value if
you wish.  We offer the Contracts in states where we have the authority to issue
the Contracts.  We designed the Contracts to offer lifetime  annuity payments to
Annuitants  according to several annuity options. The amount of annuity payments
will vary with the investment performance of the Subaccounts as well as the type
of annuity you  select.  The  Contracts  obligate  us to make  payments  for the
lifetime of the Annuitant in accordance  with the annuity rates in the Contract,
regardless of actual mortality  experience (see "Annuity Period").  On the death
of the Annuitant before the Annuity Commencement Date, we pay a death benefit to
the Beneficiary whom you designate. For a discussion of the amount and manner of
payment  of this  benefit,  see  "Death of  Annuitant  During  the  Accumulation
Period."

         You may surrender all or a portion of the Accumulated  Value during the
Accumulation  Period.  For a discussion on withdrawals  during the  Accumulation
Period,  see "Full and Partial  Surrenders During the Accumulation  Period." For
Federal income tax  consequences  of a withdrawal,  see "Tax  Information."  The
exercise of any Contract right,  including the right to make a withdrawal during
the Accumulation Period, is 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.

         We reserve the right to amend the Contracts to meet the requirements of
the 1940 Act or other applicable Federal or state laws or regulations.


                                       12
<PAGE>

         Contractowners with any inquiries concerning their account should write
to us at our Home Office, 95 Wall Street, New York, New York 10005.

PURCHASE PAYMENTS

         Your  initial  purchase  payment  must be at  least  (a)  $2,000  for a
Contract  under  Separate  Account  C  and  (b)  $25,000  for a  Contract  under
Subaccount  D. You may make an  Additional  Payment under a Contract of at least
$200 at any time after Contract  issuance  under Separate  Account C or Separate
Account D. We will not accept a purchase of a Separate  Account D Contract  with
the proceeds from a surrender of a Separate Account C Contract.

         We  credit  an  initial  purchase  payment  (less  any  charges)  to  a
Contractowner's  Account on the Valuation Date that we receive it, provided that
we have  received  a properly  completed  application.  We credit an  Additional
Payment to a  Contractowner's  Account on the Valuation Date that we receive it.
If we receive an incomplete  application  from you, you must provide us with all
required  information not later than five business days following the receipt of
such application.  Otherwise,  we will return the purchase payment to you at the
end of the five-day period.

         Your purchase  payments buy  Accumulation  Units of the Subaccounts and
not shares of the Funds in which the Subaccounts  invest.  We allocate  purchase
payments to the appropriate Subaccount or Subaccounts based on the next computed
value of an  Accumulation  Unit  following  receipt at our Home  Office or other
designated  office.  For  Separate  Account C, we make these  allocations  after
deductions  for sales expenses (see "Separate  Account  C-Sales Charge  Deducted
from  Purchase  Payments").  We  value  Accumulation  Units  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).

ALLOCATION OF NET PURCHASE PAYMENTS TO SUBACCOUNT(S)

         When you  purchase  a  Contract,  you  allocate  (a) your net  purchase
payment and (b) any additional  purchase payments (less any charges) to at least
one Subaccount of an Account.

         You may:

         o    choose up to five Subaccounts,

         o    allocate no less than 10% of a purchase payment (less any charges)
              to any Subaccount (we reserve the right to adjust your  allocation
              to eliminate fractional percentages), and

         o    transfer  part or all of your cash value in a Subaccount to one or
              more other Subaccounts (subject to the two limitations immediately
              above)  twice  during a Contract  year in Separate  Account C (six
              times in certain  states) and 12 times  during a Contract  year in
              Separate Account D.

         Each Subaccount  invests its assets 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 Funds of the Life Series Fund have different investment objectives,
investment  strategies,  and  investment  risks.  The Funds also have  different
expenses. The Life Series Fund's Prospectus describes each Fund in detail. There
is no assurance  that any Fund will realize its investment  objective.  The cash
value of your  Contract  may increase or decrease  depending  on the  investment
performance of the Subaccounts that you choose.

SALES CHARGE

         We impose a sales  charge  for both  Separate  Account  C and  Separate
Account D. For Separate  Account C, the sales charge is an initial  sales charge
that we deduct from your purchase  payments.  For Separate  Account D, the sales
charge is a contingent  deferred sales charge ("CDSC") that may be deducted from
the proceeds that we pay you on a full or partial surrender.

         SEPARATE ACCOUNT C - SALES CHARGE DEDUCTED FROM PURCHASE  PAYMENTS.  We

                                       13
<PAGE>

intend the sales charge to cover expenses relating to the sale of the Contracts,
including commissions paid to persons distributing the Contracts.  Discounts are
available on larger purchases. Moreover, when you make Additional Payments after
the issuance of the Contract you are entitled to a credit for all prior payments
in computing  the sales  charge  percentage.  In other words,  you pay the sales
charge  percentage  that reflects (a) the total amount of all purchase  payments
previously made plus (b) the amount of the Additional Payment being made.

<TABLE>
<CAPTION>


                                 DEDUCTION TABLE

                                                             SALES CHARGE AS % OF                 AMOUNT TO
                                                          PURCHASE        NET AMOUNT           DEALERS AS % OF
AMOUNT OF PURCHASE PAYMENT(S)                            PAYMENTS*         INVESTED          PURCHASE PAYMENTS
<S>                                                         <C>              <C>                    <C>
Less than $25,000.......................................    7.00%            7.53%                  5.75%
$25,000 but under $50,000...............................    6.25             6.67                   5.17
$50,000 but under $100,000..............................    4.75             4.99                   3.93
$100,000 but under $250,000.............................    3.50             3.63                   2.90
$250,000 but under $500,000.............................    2.50             2.56                   2.19
$500,000 but under $1,000,000...........................    2.00             2.04                   1.67
$1,000,000 or over......................................    1.50             1.52                   1.24
</TABLE>

 * Assumes that we have deducted no Premium taxes.

     We do not impose a sales  charge for  Contracts  sold to (a)  officers  and
full-time  employees of First  Investors  Life or its  affiliates  who have been
employed for at least one year,  (b) our agents who have been under contract for
at least  one year,  or (c)  Contractowners  of First  Investors  Life  Variable
Annuity Fund A  ("Separate  Account A") who exchange  their  Separate  Account A
Contracts for Separate  Account C Contracts at the next computed values of their
Accumulation Units. We require Contractowners who exchange from Separate Account
A to Separate  Account C to execute a change of contract form.  This form states
that we  deduct a daily  charge  equal to an  annual  rate of 1.00% of the daily
Accumulation  Unit value of any Subaccount as a charge for mortality and expense
risks. We may modify or terminate this exchange privilege at any time.

         SEPARATE ACCOUNT D - SALES CHARGE DEDUCTED FROM SURRENDER PROCEEDS. For
Separate  Account D, we sell the  Contracts  without an  initial  sales  charge.
However, we deduct a contingent deferred sales charge ("CDSC") from the proceeds
that we pay you on a full or partial surrender.  The CDSC is a percentage of the
amount that you surrender  (not to exceed the aggregate  amount of your purchase
payments).  The CDSC  percentage  declines,  in accordance with the Table below,
from 7% to 0% over a  seven-year  period  from the date  purchase  payments  are
received to the date of their surrender.  If you have made purchase  payments at
different  times,  the CDSC on any one  purchase  payment  will  depend upon the
length of time from our receipt of the payment to the time of its surrender.

<TABLE>
<CAPTION>


                     CONTINGENT DEFERRED SALES CHARGE TABLE

- ---------------------------------------------------------------------------------------------------------------
           Contingent Deferred Sales Charge
           as a Percentage of Purchase Payments    Length of Time from Purchase Payment in Years
                     Surrendered
<S>                       <C>                                              <C>
                          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
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

         You  will  not be  charged  a CDSC on  partial  surrenders  during  any
Contract Year up to the annual  Withdrawal  Privilege  Amount of 10% of Purchase
Payments.  You will be subject to a CDSC on any excess  over this  Amount at the
applicable  CDSC  percentage  in the  Table.  And,  of course,  this  Withdrawal
Privilege does not apply to full surrenders. In calculating such a CDSC, we will
assume  that  amount  on which you are  paying  the CDSC is  coming  first  from
surrenders of purchase  payments  (i.e.,  your cost basis in your  contract) and

                                       14
<PAGE>

thereafter from any Accumulated  Value other than purchase  payments (i.e., your
gain).  If you have made  purchase  payments at different  times,  your purchase
payments will be treated as being surrendered in the order that we have received
them (i.e., first-in, first-out).

      We will also not assess a CDSC:

         o     in the event of the death of the Annuitant or the Contractowner,

         o     if you apply the Accumulated Value to an annuity option under the
               contract, or

         o     for surrenders used to pay Premium taxes.

         For  information  concerning  the Annuity  Options  and the  Withdrawal
Privilege,  see "Annuity  Options" and "Full and Partial  Surrenders  During the
Accumulation Period."

MORTALITY AND EXPENSE RISK CHARGES

         We impose  mortality and expense risk charges for both Separate Account
C and Separate  Account D. The charges are different for each of these  Separate
Accounts  reflecting  the  difference in the death  benefits  offered by the two
Contracts.

         The  mortality  risk  that we  assume  arises  from our  obligation  to
continue to make Fixed or Variable  Annuity  payments,  determined in accordance
with the  provisions of the Contracts,  to each Annuitant  regardless of (a) how
long that person lives and (b) 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.  Moreover, these factors
may reduce the risk that the Annuitant will outlive the funds that the Annuitant
has accumulated for retirement. We also assume mortality risk as a result of our
guarantee  of a minimum  payment in the event of the death  prior to the Annuity
Commencement Date of the Annuitant under Separate Account C and the Annuitant or
the  Contractowner  named in the original  application  for the  Contract  under
Separate Account D.

         In  addition,  we assume the risk that the charges  for  administrative
expenses  may not be adequate to cover such  expenses.  We will not increase the
amount  we  charge  for  administrative   expenses.  In  consideration  for  our
assumption of these mortality and expense risks, we deduct an amount equal on an
annual basis to the following percentage of the daily Accumulation Unit value of
the Subaccounts:

         o     For Separate  Account C, 1.00%, of which  approximately  0.60% is
               for  assuming  the  mortality  risk and 0.40% is for assuming the
               expense risk.

         o     For Separate  Account D, 1.25%, of which  approximately  0.85% is
               for  assuming  the  mortality  risk and 0.40% is for assuming the
               expense risk.

         We guarantee  that we 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
us. Conversely, if the deductions prove more than sufficient, the excess will be
a profit to us. We can use any profits  resulting to us from  over-estimates  of
the actual costs of the mortality  and expense  risks for any business  purpose,
including the payment of expenses of distributing  the Contracts.  These profits
will not remain in Separate Account C or Separate Account D.

OTHER CHARGES

         ADMINISTRATIVE CHARGE

         For Separate Account C, we may deduct an administrative charge of $7.50
annually from the Accumulated  Value of Contracts that have an Accumulated Value
of less  than  $1,500  because  of  partial  surrenders.  These  charges  are to
compensate us for expenses  involved in  administering  small  accounts.  If the
actual expenses exceed charges,  we will bear the loss. For Separate  Account D,
we deduct an amount equal  annually to 0.15% of the daily net asset value of the
Subaccounts for the expense of administering the Contract.  We guarantee that we

                                       15
<PAGE>

will not increase the administrative charges during the term of any Contract.

         CONTRACT MAINTENANCE CHARGE

         For Separate Account D, we deduct a $30.00 Contract  Maintenance Charge
from the  Accumulated  Value, on (a) the last business day of each Contract Year
or (b) the date of surrender of the Contract,  if earlier.  This charge will not
exceed 2% of the  Accumulated  Value. We make the charge against the Accumulated
Value by proportionately  reducing the number of Accumulation Units held in each
of your  Subaccounts  of  Separate  Account  D. We  guarantee  that we will  not
increase this charge during the term of any Contract.

         PREMIUM TAX CHARGE

         Some states assess Premium taxes at the time you:

         o make purchase payments,

         o surrender, or

         o begin receiving annuity payments.

         We  currently  advance  any  Premium  taxes  due at the  time  you make
purchase  payments and then deduct Premium taxes from the  Accumulated  Value of
the Contract at the time of surrender, on death of the Annuitant or when annuity
payments  begin.  However,  we reserve  the right to deduct  Premium  taxes when
incurred. See "Appendix I" for Premium tax table.

         EXPENSES


         Total Separate  Account expenses for the fiscal year ended December 31,
1999 amounted to $5,497,137 or 1.00% of average net assets for Separate  Account
C and  $1,293,708  or 1.39% of average  net assets for  Separate  Account D. The
Funds have expenses that they pay out of their assets.


THE ACCUMULATION PERIOD

         Crediting Accumulation Units

         During the  Accumulation  Period,  we credit  purchase  payments on the
Contracts to the Contractowner's  Individual Account in the form of Accumulation
Units.  We  determine  the  number  of  Accumulation  Units  that we credit to a
Contractowner for the Subaccounts by dividing (a) the purchase payment (less any
charges) by (b) the value of an Accumulation  Unit for the  Subaccount.  We make
this valuation after we receive the purchase payment at our Home 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 your  Individual
Account will equal or exceed  purchase  payments.  We determine your  Individual
Account  for  a  Valuation  Period  by  multiplying  (a)  the  total  number  of
Accumulation  Units  we  credit  to  the  Subaccount  by  (b)  the  value  of an
Accumulation Unit for the Subaccount for the Valuation Period.

         DEATH OF ANNUITANT DURING THE ACCUMULATION PERIOD

         If the Annuitant dies prior to the Annuity  Commencement Date, we pay a
Death Benefit to the Beneficiary you have designated.  We make this payment when
we  receive  (a) a death  certificate  or  similar  proof  of the  death  of the
Annuitant  ("Due  Proof of Death")  and (b) a First  Investors  Life  Claimant's
Statement that includes  notification of the  Beneficiary's  election to receive
payment in either a single sum settlement or an Annuity Option. We determine the
value of the Death  Benefit as of the next  computed  value of the  Accumulation
Units  following  our receipt at our Home Office or other  designated  office of
written  notification of death, in the case of Separate  Account C, or Due Proof
of Death in the case of Separate Account D.

                                       16
<PAGE>

         If you do not  elect  payment  of the  Death  Benefit  under one of the
Annuity Options before the Annuitant's  death, the Beneficiary may elect to have
the Death  Benefit (a) paid in a single sum or (b) applied to provide an annuity
under  one  of  the  Annuity  Options  or (c)  as we  otherwise  permit.  If the
Beneficiary  elects a single  sum  settlement,  we pay the  amount  of the Death
Benefit  within  seven days of  receipt  of Due Proof of Death and a  Claimant's
Statement.

         If the Beneficiary  wants an Annuity Option,  the Beneficiary has up to
60 days  commencing with the date of our receipt of Due Proof of Death to select
an Annuity Option.  If the  Beneficiary  does not make a selection by the end of
the 60-day  period,  we pay a single sum settlement to the  Beneficiary.  If the
Beneficiary  selects any Annuity Option,  the Annuity  Commencement  Date is the
date  specified  in the  election.  That date may be no later than 60 days after
receipt by us of Due Proof of Death.

         The amount of the Death  Benefit  payable on the death of the Annuitant
is as follows:

         o     For  Separate  Account C, the  greater of (a) the total  purchase
               payments less  withdrawals  or (b) the  Accumulated  Value on the
               date of  receipt  of  written  notification  of death at our Home
               Office, or other designated office.

         o     For Separate  Account D, the  greatest of (a) the total  purchase
               payments less any withdrawals;  (b) the Accumulated  Value on the
               date of receipt of Due Proof of Death at our Home Office or other
               designated   office;   or  (c)  the  Accumulated   Value  on  the
               immediately preceding Specified Contract  Anniversary,  increased
               by any additional  purchase payments and decreased by any partial
               surrenders  since  that  anniversary.   The  Specified   Contract
               Anniversary is every seventh  contract  anniversary  (i.e.,  7th,
               14th, 21st, etc.).

         The  following  example  demonstrates  how the amount of Death  Benefit
payable would be determined for a Separate  Account D Contract  assuming (1) the
Purchase  Payment is $50,000;  (2) no  additional  Purchase  Payments or Partial
Surrenders  have been made;  (3) the  Annuitant's  death occurs in Policy year 9
when the Accumulated Value is $70,000;  and (4) the Accumulated Value on the 7th
Contract Anniversary (the immediately  preceding Specified Contract Anniversary)
is $80,000.

         The amount of Death Benefit payable would  therefore be $80,000,  which
is the greater of (a) (b) or (c) as shown below.

          (a)                           (b)                          (c)

Total Purchase Payments        Accumulated Value of         Accumulated Value on
  less any withdrawals     Contract on the date of receipt       7th Contract
                                of Due Proof of Death             Anniversary

        $50,000                       $70,000                      $80,000


         DEATH OF CONTRACTOWNER DURING THE ACCUMULATION PERIOD

         If the  Contractowner  dies  before  we  have  distributed  the  entire
interest in the Contract,  we must  distribute  the value of the Contract to the
Beneficiary as provided  below.  Otherwise,  the Contract will not qualify as an
annuity under  Section 72 of the Internal  Revenue Code of 1986, as amended (the
"Code").  Under Separate Account C, the entire interest of the Contractowner who
dies is the Accumulated Value of the Contract.  Under Separate Account D, if the
Contractowner  who dies is the one  named in the  original  application  for the
Contract,  the entire interest of that Contractowner in the Contract is 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 is the Accumulated Value of the Contract.

         If  the  death  of  the  Contractowner  occurs  prior  to  the  Annuity
Commencement Date, we will distribute the entire interest in the Contract to the
Beneficiary  (a) within five years,  or (b) beginning  within one year of death,
under an Annuity Option that provides that we will make annuity  payments over a
period not longer than the life or life  expectancy of the  Beneficiary.  If the


                                       17
<PAGE>

Contract  is payable to (or for the benefit  of) the  Contractowner's  surviving
spouse, we need not make any distribution. The surviving spouse may continue the
Contract as the new  Contractowner.  If the Contractowner is also the Annuitant,
the spouse has 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 has the right to become the  Contractowner and the
Annuitant.

   FULL AND PARTIAL SURRENDERS DURING THE ACCUMULATION PERIOD

         You may by written  request  make a full or partial  surrender  of your
Contract, at any time before the earlier of the Annuity Commencement Date or the
death of the Annuitant or Contractowner. You will be entitled to receive:

         o     For Separate Account C, the net Accumulated Value of the Contract
               or, in the case of a partial surrender, the portion surrendered.

         o     For Separate Account D, the Accumulated Value of the Contract or,
               in the case of a partial surrender,  the portion surrendered less
               (a) any applicable CDSC, (b) the Contract  Maintenance Charge and
               (c) any applicable Premium taxes not previously deducted.

         A surrender  request is effective on the date it is received in writing
at our Home Office or other designated  office.  Your Accumulated  Value will be
determined based on the next computed value of Accumulation  Units following our
receipt  of your  written  request.  We may defer  payment  of the amount of the
surrender  for a period of not more than seven days.  We may also  postpone such
payment during any period when:

         o     trading on the NYSE is  restricted  as the SEC  determines or the
               NYSE is closed for other than weekends and holidays;

         o     the SEC has by order permitted such suspension; or

         o     any emergency,  as defined by SEC rules,  exists when the sale of
               portfolio   securities  or   calculation  of  securities  is  not
               reasonably practicable.

         In the case of a partial surrender, unless you direct us otherwise, the
amount you request will be deducted from your Subaccounts on a pro rata basis in
the  proportions  to which their  values bear to the  Accumulated  Value of your
Contract. For Separate Account D, the amount remaining must be at least equal to
our minimum balance  requirement  (currently  $5,000).  For Separate  Account C,
there  is  no  minimum   balance   requirement.   However,   we  may  deduct  an
administrative  charge of $7.50  annually if the  surrender  causes the value of
your Contract to fall below $1,500.  As noted  previously,  on a  non-cumulative
basis,  you may make partial  surrenders of a Separate Account D Contract during
any  Contract  Year  up to the  annual  Withdrawal  Privilege  Amount  of 10% of
Purchase  Payments  without  incurring  a CDSC.  Amounts  surrendered  under the
Withdrawal  Privilege  are treated as being from  Accumulated  Values other than
Purchase Payments.

         For  more  information  on  fees,  charges,  and  tax  consequences  on
surrenders,  see "THE CONTRACTS IN DETAIL -- Sales Charge, Mortality and Expense
Risk Charges, and Other Charges"; "Tax Information"; and "Other Charges."

     ANNUITY COMMENCEMENT DATE EXCHANGE PRIVILEGE (FOR SEPARATE ACCOUNT C ONLY)
     --------------------------------------------------------------------------

         If you  fully  surrender  this  Contract  during  the  one-year  period
preceding its Annuity  Commencement  Date,  you can use the proceeds to purchase
Class A shares of First Investors mutual funds without incurring a sales charge.

THE ANNUITY PERIOD

         COMMENCEMENT DATE

         Annuity payments begin on the Annuity Commencement Date you select when
you buy a  Contract.  You may elect in writing  to advance or defer the  Annuity
Commencement Date, not later than 30 days before the Annuity  Commencement Date.
You may defer the Annuity  Commencement Date until the first day of the calendar
month after -


                                       18
<PAGE>

         o     for  Separate  Account C, the  Annuitant's  85th  birthday or, if
               state law permits, 90th birthday.

         o     for Separate Account D, the Annuitant's 90th birthday.

         If you elect no other  date,  annuity  payments  will  commence  on the
Contract anniversary date after -

         o     for Separate  Account C, the  Annuitant's  85th birthday,  or, if
               state law permits, 90th birthday.

         o     for Separate Account D, the Annuitant's 90th birthday.

         If the net Accumulated  Value on the Annuity  Commencement Date is less
than $2,000,  we may pay such value in one sum in lieu of annuity  payments.  If
the net Accumulated  Value is $2,000 or more, but the variable  annuity payments
are less than $20, we may change the frequency of annuity  payments to intervals
that will result in payments of at least $20.

         ASSUMED INVESTMENT RATE

         We build a 3.5% assumed  investment  rate into the  Contract's  Annuity
Tables,  which are used to determine the amount of the monthly annuity payments.
A higher rate would mean a higher  initial  payment  but more slowly  rising and
more rapidly falling  subsequent  Variable Annuity payments.  A lower rate would
have the opposite  effect.  If the actual net investment rate of the Subaccounts
is at the annual rate of 3.5%,  the Variable  Annuity  payments will be level. A
Fixed Annuity  features  annuity  payments that remain fixed as to dollar amount
throughout  the  payment  period and an assumed  interest  rate of 3.5% per year
built into the Annuity Tables in the Contract.

         ANNUITY OPTIONS

         You may elect to receive  payments under any one of the Annuity Options
in the Contract.  You may make this election at any time at least 30 days before
the  Annuity  Commencement  Date on written  notice to us at our Home  Office or
other designated office. If no election is in effect on the Annuity Commencement
Date,  we will make  annuity  payments  on a variable  basis only under  Annuity
Option 3 below, Life Annuity with 120 Monthly Payments  Guaranteed.  This is the
Basic Annuity.

         The material  factors that determine the level of your annuity benefits
are:

         o     the  value  of your  Individual  Account,  as  described  in this
               Prospectus, before the Annuity Commencement Date;

         o     the Annuity Option you select;

         o     the frequency and duration of annuity payments;

         o     the sex and adjusted age of the Annuitant and any Joint Annuitant
               at the Annuity Commencement Date; and

         o     in the case of a variable annuity, the investment  performance of
               the Subaccounts you select.

         We apply  the  Accumulated  Value  on the  Annuity  Commencement  Date,
reduced by any applicable Premium taxes not previously deducted,  to provide (a)
the Basic  Annuity  or (b) if you have  elected an  Annuity  Option,  one of the
Annuity Options we describe 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 before the death of the
Annuitant.  If you elect this Option,  annuity payments terminate  automatically
and  immediately  on the death of the Annuitant  without regard to the number or
total amount of payments received.

                                       19
<PAGE>

         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 before 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 before 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 before 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.

         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, we will continue to pay to
the  Beneficiary  any guaranteed  payments  during the remainder of the selected
period  and,  if the  Beneficiary  dies  after  the  Annuitant,  we will pay the
Beneficiary's  estate  the  present  value of the  remainder  of the  guaranteed
payments.  The present value of the  remaining  payments is the  discounted  (or
reduced) amount which would produce the total of the remaining payments assuming
that the discounted amount grew at the effective annual interest rate assumed in
the Annuity  Tables of the Contract.  Pursuant to the 1940 Act, the  Beneficiary
may also, at any time he or she is receiving guaranteed payments,  elect to have
us pay him or her the present  value of the remaining  guaranteed  payments in a
lump sum.

         Option 4 - UNIT REFUND LIFE ANNUITY.  An annuity payable monthly during
the lifetime of the Annuitant,  terminating with the last payment due before the
death of the Annuitant. We make an additional annuity payment to the Beneficiary
equal to the  following.  We take the Annuity  Unit value of the  Subaccount  or
Subaccounts  as of the date that we  receive  notice of death in  writing at our
Home Office or other designated office. We multiply that value by the excess, if
any, of (a) over (b). For this purpose,  (a) is (i) the net Accumulated Value we
allocate  to  each  Subaccount  and  apply  under  the  option  at  the  Annuity
Commencement  Date,  divided by (ii) the corresponding  Annuity Unit Value as of
the  Annuity  Commencement  Date,  and (b) is the  product  of (i) the number of
Annuity  Units  applicable  under the  Subaccount  represented  by each  annuity
payment and (ii) the number of annuity  payments made.  (For an  illustration of
this  calculation,  see Appendix II,  Example A, in the  Statement of Additional
Information.)

         ANNUITY ELECTION

         You 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, we allow no transfers
or redemptions where we are making payments based upon life  contingencies.  You
must  make  these  elections  in  writing  to us at our  Home  Office  or  other
designated office at least 30 days before the Annuity  Commencement Date. In the
absence of an election,  we make annuity payments on a variable basis only under
Annuity Option 3 above.  Option 3 is the Basic Annuity,  a Life Annuity with 120
Monthly Payments Guaranteed.

         DEATH OF CONTRACTOWNER DURING ANNUITY PERIOD

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

         DEATH OF ANNUITANT

         On  receipt  of Due  Proof  of  Death of the  Annuitant  after  annuity
payments  have begun under an Annuity  Option,  we make any  remaining  payments
under the Option 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


                                       20
<PAGE>

Contractowner, if living; otherwise, to the Contractowner's estate.

TEN-DAY REVOCATION RIGHT

         You may elect to cancel your Contract (a) within ten days from the date
your  Contract  is  delivered  to you or (b)  longer  as  applicable  state  law
requires. We will cancel the Contract after we receive from you (a) the Contract
and (b) a  written  request  for  cancellation,  at our  Home  Office  or  other
designated office. We will pay you an amount equal to the following:

         o     for Separate  Account C, the sum of (a) the Accumulated  Value of
               the Contract on the date of  surrender  and (b) the amount of any
               sales charges deducted from the initial purchase payment; and

         o     for Separate Account D, the sum of (a) the difference between the
               purchase   payments  made  under  the  Contract  and  the  amount
               allocated  to Separate  Account D under the  Contract and (b) the
               Accumulated Value of the Contract on the date of surrender.

         Whether  you are  canceling  a Separate  Account C or D  Contract,  the
amount we refund to you may be more or less than your initial  purchase  payment
depending on the  investment  results of the  Subaccount or Subaccounts to which
you allocated purchase payments.  However,  in states that require a full refund
of premiums,  if you elect to exercise to cancel the Contract  under the ten-day
revocation  right,  on  cancellation,  you receive a full refund of the Purchase
Payment.

                                 TAX INFORMATION

GENERAL

         We base this discussion on our  understanding of the federal income tax
law and interpretations in effect on the date of this Prospectus. The discussion
assumes that the  contractowner  is a natural  person who is a U.S.  citizen and
U.S. resident.  The tax effect on corporate taxpayers,  non-U.S.  citizens,  and
non-U.S.  residents may be different. That law and interpretations could change,
possibly retroactively. The discussion is general in nature. We do not intend it
as tax advice, for which you should consult a qualified tax adviser.

         We discuss only federal income taxes and not state or other taxes.

         Taxation of the Contracts will depend, in part, on whether the Contract
is purchased outside of a qualified retirement plan or an individual  retirement
account  ("Non-Qualified  Contracts")  or as  part of an  individual  retirement
account or qualified plan ("Qualified Contracts").

NON-QUALIFIED CONTRACTS

         PURCHASE PAYMENTS

         Your  purchase   payments  under  a  Non-Qualified   Contract  are  not
deductible from your gross income for tax purposes.

         INCREASES IN ACCUMULATED VALUE BEFORE DISTRIBUTION FROM CONTRACT

         Generally,  there is no tax on increases in your Contract's Accumulated
Value  until  there  is  a  distribution  from  a  Non-Qualified   Contract.   A
distribution  could  include a surrender  or an annuity  payment.  However,  the
Contractowner  is subject to tax on such increases,  even before a distribution,
in the following two situations:

         o     The Contractowner is not a natural person, subject to exceptions.

         o     The  investments  of the  Separate  Accounts do not meet  certain
               diversification or "investor controls" tests, discussed below.


                                       21
<PAGE>

         ANNUITY PAYMENTS

         Once annuity  payments  begin,  a portion of each payment is taxable as
ordinary  income.  The  remaining  portion  is a  nontaxable  recovery  of  your
investment in the contract.  Generally,  your  investment in the Contract equals
the purchase  payments you made,  less any amounts you previously  withdrew that
were not taxable.

         For fixed  annuity  payments,  the tax-free  portion of each payment is
determined by:

         o     dividing your  investment in the Contract by the total amount you
               expect to receive out of the Contract and

         o     multiplying the result by the amount of the payment.

         For Variable Annuity payments,  the tax-free portion of each payment is
(a) your  investment  in the  Contract  divided  by (b) the  number of  expected
payments.

         The  remaining  portion of each  payment,  and all of the  payments you
receive after you recover your investment in the Contract, are fully taxable. If
payments  under a life  annuity  stop because the  Annuitant  dies,  there is an
income tax deduction for any unrecovered investment in the contract.

         DISTRIBUTIONS OTHER THAN ANNUITY PAYMENTS

         Before  annuity  payments  begin,  the Code  taxes  distributions  from
Non-Qualified Contracts as follows:


         o     a partial or total  surrender  is taxed in the year of receipt to
               the extent  that the  Contract's  Accumulated  Value  exceeds the
               investment in the Contract;


         o     a loan under,  or an assignment or pledge of, a Contract is taxed
               in the same manner as a partial or total surrender;

         o     a penalty  equal to 10% of the  taxable  distribution  applies to
               distributions  before  the  taxpayer's  age  59-1/2,  subject  to
               certain exceptions; and

         o     the Code  treats all  Contracts  that we issue to you in the same
               calendar  year as a single  Contract.  Consequently,  you  should
               consult your tax advisor  before buying more than one Contract in
               any calendar year.

         DIVERSIFICATION AND CONTROL TESTS

         The Subaccounts of Separate  Account C and Separate Account D must meet
the Code's investment diversification test. Each Subaccount meets the test if:

         o     the  investments of the Fund in which the Subaccount  invests are
               diversified according to certain limits;

         o     the  Fund  in  which  the  Subaccount   invests  is  a  regulated
               investment company under the Code;

         o     all shares of the Fund are owned only by (a) Separate  Account C,
               Separate  Account D, or similar  accounts of First Investors Life
               or  other  insurance  companies,  (b) a  life  insurance  company
               general account,  or (c) the Adviser, in starting or managing the
               Fund (in the case of (b) and (c) of this paragraph, there must be
               no  intention  to sell  shares to the  general  public);  (d) the
               trustee of a qualified pension or retirement plan; and

         o     access to the Fund is  available  only  through  the  purchase of
               Contracts,  or other Variable Annuity or life insurance  products
               of First Investors Life or other insurance companies.

         If Separate Account C or Separate Account D failed the  diversification
test,  you would be taxed on increases in the value of any Contract you own that
is supported by the Separate  Account that failed the test.  The tax would apply
from the first  quarter  of the  failure,  until we  corrected  the  failure  in
conformity with a Treasury Department procedure.


                                       22
<PAGE>

         The  Contracts  must also meet an "investor  control"  test,  which the
Treasury Department has said it may address in guidelines through regulations or
rulings.  This test could  specify that your control over  allocation  of values
among different investments may cause you to be treated as the owner of Separate
Account C or Separate  Account D assets,  as  applicable,  for tax purposes.  We
reserve  the right to amend the  Contracts  in any way  necessary  to avoid this
result. As of the date of this prospectus, the Treasury Department has issued no
guidelines on the subject. However, the Department has informally indicated that
guidelines  could  limit the  number of  underlying  funds or the  frequency  of
transfers  among  those  funds.  The  guidelines  may apply only  prospectively,
although  retroactive  effect is possible if the  guidelines do not embody a new
position.  Failure of the "control test" would result in current taxation to you
of increases in your Contract value.

QUALIFIED PLAN CONTRACTS

    Taxation of a Contract depends, in part, on the provisions of the applicable
plan where the Contract is issued to:

         o     a qualified individual retirement account;

         o     a qualified  corporate employee pension and profit-sharing  plan;
               or

         o     a retirement or deferred compensation plan that does not meet the
               requirements applicable to a qualified plan.

         Some of tax rules applicable to such Contracts are similar to tax rules
applicable to Non-Qualified  Contracts,  including: (a) deferral of the taxation
until you receive a distribution, (b) taxation of a part of each distribution or
annuity payment, and (c) the 10% penalty on early distributions.

WITHHOLDING

         The Code generally requires us to withhold income tax from any Contract
distribution,  including a total or partial surrender or an annuity payment. The
amount of withholding  depends, in part, on whether the payment is "periodic" or
"non-periodic."

         For periodic payments (e.g.,  annuity  payments),  we withhold from the
taxable  portion of each payment  based on a payroll  withholding  schedule that
assumes a married recipient claiming three withholding  exemptions.  If you want
us to withhold on a different  basis,  you must file an appropriate  withholding
certificate  with us. For  non-periodic  payments (e.g.,  distributions  such as
partial  surrenders),  we generally  withhold 10% of the taxable portion of each
payment.

         You may elect not to have the  withholding  rules  apply.  For periodic
payments, that election is effective for the calendar year for which you file it
with us,  and for each  subsequent  year  until  you  amend or  modify  it.  For
non-periodic  payments,  an election is effective  when you file it with us, but
only  for the  payment  to  which  it is  applicable.  We have  to  notify  your
recipients of your right to elect not to have taxes withheld.

         The Code  generally  requires us to report all payments to the Internal
Revenue Service.

OUR TAX STATUS

         The Code taxes us as a life insurance company.  The Code taxes Separate
Account C and Separate Account D as part of our overall operation. Currently, we
do not charge Separate Account C and Separate Account D for an allocable portion
of our federal income taxes.  However,  we do reserve the right to impose such a
charge if it becomes necessary in the future.

                             PERFORMANCE INFORMATION

         From  time to time,  Separate  Account  C and  Separate  Account  D may
advertise  several types of performance  information for the  Subaccounts.  Each


                                       23
<PAGE>

Subaccount  (other than the Cash Management  Subaccount) may advertise  "average
annual total  return" and "total  return." The Cash  Management  Subaccount  may
advertise "yield" and "effective  yield." The High Yield Subaccount,  Investment
Grade  Subaccount  and Government  Subaccount may also advertise  "yield." These
figures  are based on  historical  results.  They are not  intended  to indicate
future  performance.  For  Separate  Account  C, the yield and  effective  yield
figures  include the payment of the  Mortality and Expense Risk Charge of 1.00%,
but do not include the maximum sales charge of 7.00%.

         The "total  return" of a Subaccount  is the total change in value of an
investment in the Subaccount  over a period of time,  expressed as a percentage.
"Average  annual  total  return" is the rate of return that would  produce  that
change in value over the specified period, if compounded annually.  For Separate
Account C, average  annual total  return and total  return  figures  include the
deduction of all expenses and fees,  including  the payment of the Mortality and
Expense Risk Charge of 1.00% and the maximum sales charge of 7.00%.  We may also
advertise these figures  without any sales charges,  but assuming the payment of
all recurring Separate Account charges, including the Mortality and Expense Risk
Charge of 1.00% (non-standardized performance information).

         For Separate Account D, average annual total return figures may reflect
the effect of the CDSC  (pursuant to a  standardized  formula  prescribed by the
SEC),  or may not reflect the effect of the CDSC  (non-standardized  performance
information). For Separate Account D, we may also advertise total return figures
on the same  basis as  average  annual  total  return  figures  (with or without
showing the effect of the CDSC).  Quotations of return not  reflecting  the CDSC
will be greater than those reflecting the CDSC.

         The "yield" of a Subaccount  refers to the income that an investment in
the Subaccount generates over a one-month or 30-day period (seven-day period for
the Cash Management  Account),  excluding  realized and unrealized capital gains
and losses in the  corresponding  Fund's  investments.  We then "annualize" this
income and show it as a percentage of the value of the Subaccount's Accumulation
Units.  We calculate the  "effective  yield" of the Cash  Management  Subaccount
similarly,  but,  when we  annualize  it, we  assume  the  reinvestment  in that
Subaccount  of any  income  earned  by  that  Subaccount.  The  Cash  Management
Subaccount's  effective  yield will be slightly higher than its yield due to the
compounding effect of this assumed reinvestment.

         Neither the total return nor the yield figures  reflect  deductions for
Premium taxes, since most states do not impose those taxes.

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

                                OTHER INFORMATION

VOTING RIGHTS


         Because the Life Series Fund is not required to have annual shareholder
meetings,  Contractowners generally will not have an occasion to vote on matters
that pertain to the Life Series Fund. In certain circumstances,  the Fund may be
required to hold a shareholders  meeting or may choose to hold one  voluntarily.
For  example,  a Fund  may  not  change  fundamental  investment  objectives  or
investment  policies  without  the  approval  of a majority  vote of that Fund's
shareholders in accordance with the 1940 Act. Thus, if the Fund sought to change
fundamental  investment objectives or investment policies,  contractowners would
have an opportunity to provide voting  instructions for shares of a Fund held by
a Subaccount in which their Contract invests.


         We would vote the shares of any Fund held in a corresponding Subaccount
or directly, at any Fund shareholders meeting as follows:

         o     shares  attributable  to  Contractowners  for  which we  received
               instructions, would be voted in accordance with the instructions;

         o     shares  attributable  to  Contractowners  for  which  we did  not
               receive instructions,  would be voted in the same proportion that
               we voted  shares  held in the  Subaccount  for which we  received
               instructions; and

         o     shares not attributable to Contractowners,  would be voted in the
               same  proportion  that we  voted  shares  held in the  Subaccount


                                       24
<PAGE>

               attributable   to   Contractowners    for   which   we   received
               instructions.

         We will vote Fund shares that we hold  directly in the same  proportion
that we vote shares held in any corresponding  Subaccounts that are attributable
to Contractowners and for which we receive  instructions.  However, we will vote
our own  shares as we deem  appropriate  where  there are no shares  held in any
Subaccount.  We will  present all the shares of any Fund that we held  through a
Subaccount  or  directly  at any  Fund  shareholders  meeting  for  purposes  of
determining a quorum.

         We will  determine  the number of Fund shares  held in a  corresponding
Subaccount that is attributable to each Contractowner as follows:

         o     before the Annuity  Commencement Date, we divide the Subaccount's
               Accumulated Value by the net asset value of one Fund share, and

         o     after the Annuity  Commencement  Date, we divide the reserve held
               in the  Subaccount  for the variable  annuity  payment  under the
               Contracts  by the net  asset  value  of one Fund  share.  As this
               reserve fluctuates, the number of votes fluctuates.

         We will  determine  the  number of votes that a  Contractowner  has the
right to cast as of the record date that the Life Series Fund establishes.

         We will solicit  instructions by written  communication before the date
of the  meeting at which  votes  will be cast.  We will send  meeting  and other
materials relating to the Fund to each Contractowner having a voting interest in
a Subaccount.

         The voting rights that we describe in this Prospectus are created under
applicable  laws. If the laws eliminate the necessity to submit such matters for
approval  by persons  having  voting  rights in separate  accounts of  insurance
companies  or restrict  such voting  rights,  we reserve the right to proceed in
accordance with any such changed laws or regulations.  Specifically,  we reserve
the right to vote  shares of any Fund in our own  right,  to the  extent the law
permits.

RESERVATION OF RIGHTS

         We also  reserve the right to make  certain  changes if we believe they
would (a) best serve the interests of the  Contractowners  and Annuitants or (b)
be  appropriate  in carrying out the purposes of the  Contracts.  We will make a
change only as the law permits. We will (a) obtain, when required, the necessary
Contractowner  or  regulatory  approval  for any  change and (b)  provide,  when
required, notification to Contractowners before making a change.

         For example, we may:

         o     operate either  Account in any form permitted  under the 1940 Act
               or in any other form permitted by law,

         o     add, delete, combine, or modify Subaccounts of either Account,

         o     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, or

         o     amend the  Contracts  if  required  to comply  with the  Internal
               Revenue Code or any other applicable federal or state law.

DISTRIBUTION OF CONTRACTS


         We sell the Contracts  solely through  individuals  who, in addition to
being  licensed  insurance  agents  of  First  Investors  Life,  are  registered
representatives  of FIC, which is an affiliate of First Investors Life. FIC is a
registered broker-dealer under the Securities Exchange Act of 1934, and a member
of the National  Association of Securities Dealers.  FIC's executive offices are
located at 95 Wall Street, New York, NY 10005. First Investors Life has reserved
the right to sell the Contracts directly.


                                       25
<PAGE>

FINANCIAL STATEMENTS


    The Statement of Additional Information, dated April 28, 2000, includes:


         o     the  financial  statements  for  First  Investors  Life  and  the
               accompanying Report of Independent  Certified Public Accountants;
               and

         o     the financial  statements for Separate Account C and for Separate
               Account D and the  accompanying  Report of Independent  Certified
               Public Accountants for each.

         You can get the  Statement of  Additional  Information  at no charge on
request to First Investors Life at the address or telephone  number on the cover
page of this Prospectus.





                                       26
<PAGE>

                                TABLE OF CONTENTS

                         OF THE STATEMENTS OF ADDITIONAL

                                   INFORMATION

       Item                                                               Page
       ----                                                               ----
    General Description......................................................2
    Services.................................................................2
    Annuity Payments.........................................................3
    Other Information........................................................4
    Performance Information..................................................5
    Relevance of Financial Statements........................................9
    Appendices..............................................................10
    Financial Statements....................................................15





                                   APPENDIX I

                             STATE AND LOCAL TAXES*






Alabama..........................--      Missouri......................--
Alaska...........................--      Nebraska......................--
Arizona..........................--      Nevada.............................3.5%
Arkansas.........................--      New Jersey....................--
California.......................2.35%   New Mexico....................--
Colorado.........................--      New York .....................--
Connecticut......................--      North Carolina ...............--
Delaware.........................--      Ohio..........................--
District of Columbia.............2.25%   Oklahoma......................--
Florida..........................1.00%   Oregon........................--
Georgia..........................--      Pennsylvania..................--
Illinois.........................--      Rhode Island..................--
Indiana..........................--      South Carolina................--
Iowa.............................2.00%   Tennessee.....................--
Kentucky.........................2.00%   Texas.........................--
Louisiana........................--      Utah..........................--
Maryland.........................--      Virginia......................--
Massachusetts....................--      Washington....................--
Michigan.........................--      West Virginia...................1.00%
Minnesota........................--      Wisconsin.....................--
Mississippi......................--      Wyoming.........................1.00%




Note: State legislation could change the rates above. State insurance regulation
      could change the applicability of the rates above.

* Includes local annuity Premium taxation.


                                       27
<PAGE>


                        FIRST INVESTORS LIFE SERIES FUND

[FIRST INVESTORS LOGO]


LIFE SERIES FUND
         BLUE CHIP
         CASH MANAGEMENT
         DISCOVERY
         FOCUSED EQUITY
         GOVERNMENT
         GROWTH
         HIGH YIELD
         INTERNATIONAL SECURITIES
         INVESTMENT GRADE
         TARGET MATURITY 2007
         TARGET MATURITY 2010
         TARGET MATURITY 2015
         UTILITIES INCOME


         The Securities and Exchange  Commission has not approved or disapproved
these securities or 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 28, 2000



<PAGE>


                                    CONTENTS
INTRODUCTION

FUND DESCRIPTIONS

         Blue Chip Fund
         Cash Management Fund
         Discovery Fund
         Focused Equity Fund
         Government Fund
         Growth Fund
         High Yield Fund
         International Securities Fund
         Investment Grade Fund
         Target Maturity 2007 Fund
         Target Maturity 2010 Fund
         Target Maturity 2015 Fund
         Utilities Income Fund


FUND MANAGEMENT

BUYING AND SELLING SHARES

         How and when do the Funds  price  their  shares?
         How do I buy and sell shares?

ACCOUNT POLICIES

         What about dividends and capital gain distributions?
         What about taxes?

FINANCIAL HIGHLIGHTS

         Blue Chip Fund
         Cash Management Fund
         Discovery Fund
         Focused Equity Fund
         Government Fund
         Growth Fund
         High Yield Fund
         International Securities Fund
         Investment Grade Fund
         Target Maturity 2007 Fund
         Target Maturity 2010 Fund
         Target Maturity 2015 Fund
         Utilities Income Fund


                                       2
<PAGE>


                                  INTRODUCTION

This prospectus  describes the First Investors Funds that are used solely as the
underlying  investment  options for variable annuity  contracts or variable life
insurance  policies  offered by First Investors Life Insurance  Company ("FIL").
This means  that you  cannot  purchase  shares of the Funds  directly,  but only
through  such a  contract  or  policy  offered  by  FIL.  Each  individual  Fund
description  in  this  prospectus  has an  "Overview"  which  provides  a  brief
explanation of the Fund's  objectives,  its primary strategies and primary risks
and how it has performed. Each Fund description also contains a "Fund in Detail"
section with more information on the strategies and risks of the Fund.


                                       3
<PAGE>


                                 BLUE CHIP FUND

                                    OVERVIEW

Objective:            The Fund  seeks high total  investment  return  consistent
                      with the preservation of capital.

PRIMARY
INVESTMENT
STRATEGIES:           The Fund primarily  invests in the common stocks of large,
                      well-established  companies  that are in the  Standard and
                      Poor's 500 Composite  Stock Price Index ("S&P 500 Index").
                      These are defined by the Fund as "Blue Chip"  stocks.  The
                      Fund selects  stocks that it believes  will have  earnings
                      growth  in excess of the  average  company  in the S&P 500
                      Index.   While  the  Fund   attempts  to   diversify   its
                      investments so that its weightings in different industries
                      are  similar to those of the S&P 500  Index,  it is not an
                      index fund and therefore will not  necessarily  mirror the
                      S&P 500 Index.  The Fund generally stays fully invested in
                      stocks under all market conditions.

PRIMARY
RISKS:                While  Blue Chip  stocks  are  regarded  as among the most
                      conservative  stocks,  like all stocks they  fluctuate  in
                      price in response to movements  in the overall  securities
                      markets,  general  economic  conditions,  and  changes  in
                      interest rates or investor sentiment.  Fluctuations in the
                      prices  of Blue Chip  stocks at times can be  substantial.
                      Accordingly,  the value of an  investment in the Fund will
                      go up and down, which means that you could lose money.

                      An investment in the Fund is not a bank deposit and is not
                      insured or  guaranteed  by the Federal  Deposit  Insurance
                      Corporation or any other government agency.

                      How has the Blue Chip Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the performance of the Fund's shares from year to
year over the life of the Fund. The bar chart does not reflect fees and expenses
that may be deducted by the variable annuity contract or variable life insurance
policy  through which you invest.  If they were  included,  the returns would be
less than those shown.


                                       4
<PAGE>


The chart below contains the following plot points:

   BLUE CHIP

1991      26.17%
1992       6.67%
1993       8.51%
1994      -1.45%
1995      34.00%
1996      21.52%
1997      26.72%
1998      18.66%
1999      25.32%

During the  periods  shown,  the  highest  quarterly  return was 20.03% (for the
quarter ended September 30, 1998),  and the lowest  quarterly return was -13.16%
(for the quarter ended September 30, 1990). The Fund's past performance does not
necessarily indicate how the Fund will perform in the future.

The following table shows how the average annual total returns for the Blue Chip
Fund's shares compare to those of the S&P 500 Index as of December 31, 1999. The
Fund sells its shares solely to variable  annuity and/or variable life insurance
subaccounts  at net asset value.  The average annual total returns shown for the
Fund's shares do not reflect the fees and charges that an  individual  would pay
in connection with an investment in a variable annuity contract or variable life
insurance  policy.  The S&P 500 Index is an unmanaged  index  consisting  of the
stocks of  large-sized  U.S. and foreign  companies.  The S&P 500 Index does not
take into account fees and expenses that an investor  would incur in holding the
securities  in the S&P 500 Index.  If it did so, the returns would be lower than
those shown.


                                       5
<PAGE>


                                                            Inception
                               1 Year*       5 Years*       (3/8/90)
Blue Chip Fund                 25.32%        25.13%         16.38%
S&P 500 Index                  21.04%        28.51%         18.93%
* The annual returns are based upon calendar years.

                               THE FUND IN DETAIL

     What are the Blue Chip Fund's objective,  principal investment  strategies,
and principal risks?

OBJECTIVE:   The Fund seeks high total  investment  return  consistent  with the
             preservation of capital.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in common stocks of large, well-established companies that are in the S&P
500 Index.  These are  defined by the Fund as "Blue  Chip"  stocks.  The S&P 500
Index consists of both U.S. and foreign corporations.

The Fund uses  fundamental  research to select  stocks of companies  with strong
balance sheets,  relatively  consistent  records of  achievement,  and potential
earnings  growth that is greater than that of the average company in the S&P 500
Index. The Fund attempts to stay broadly diversified and sector neutral relative
to the S&P 500 Index,  but it may emphasize  certain  industry  sectors based on
economic  and market  conditions.  The Fund intends to remain  relatively  fully
invested in stocks under all market  conditions  rather than attempt to time the
market by  maintaining  large cash or fixed  income  securities  positions  when
market  declines  are  anticipated.  The Fund usually will sell a stock when the
reason for holding it is no longer valid, it shows  deteriorating  fundamentals,
or it falls short of the Fund's  expectations.  Information on the Fund's recent
strategies  and holdings can be found in the most recent annual report (see back
cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Blue Chip Fund:

MARKET RISK:  Because the Fund primarily invests in common stocks, it is subject
to market risk.  Stock prices in general may decline over short or even extended
periods not only  because of  company-specific  developments  but also due to an
economic downturn, a change in interest rates or a change in investor sentiment,
regardless  of the  success or failure of an  individual  company's  operations.
Stock  markets tend to run in cycles with  periods when prices  generally go up,
known as "bull"  markets,  and  periods  when stock  prices  generally  go down,
referred to as "bear" markets. While Blue Chip stocks have historically been the
least risky and most liquid  stocks,  like all stocks they  fluctuate  in value.
Fluctuations of Blue Chip stocks can be sudden and substantial. Accordingly, the
value of an  investment  in the Fund will go up and down,  which  means that you
could lose money.

OTHER RISKS: While the Fund generally attempts to remain sector neutral relative
to the S&P 500  Index,  it is not an index  fund.  The Fund may hold  securities


                                       6
<PAGE>


other than those in the S&P 500 Index, may hold fewer securities than the Index,
and may have sector or industry  allocations  different from the Index,  each of
which could cause the Fund to underperform the Index.


                                       7
<PAGE>


                              CASH MANAGEMENT FUND

                                    OVERVIEW

OBJECTIVE:   The Fund  seeks to earn a high rate of  current  income  consistent
             with the preservation of capital and maintenance of liquidity.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund invests in high-quality  money market instruments that the
             Fund  determines  present  minimal credit risk.  These  instruments
             include  prime  commercial   paper,   variable  and  floating  rate
             corporate notes, and short term U.S. government agency obligations.
             The Fund's  portfolio  is managed to meet  regulatory  requirements
             that permit the Fund to  maintain a stable net asset value  ("NAV")
             of $1.00 per share. These regulatory requirements include stringent
             credit quality standards on investments,  limits on the maturity of
             individual  investments and the dollar weighted average maturity of
             the entire portfolio, and diversification requirements.

PRIMARY
RISKS:       While money  market funds are  designed to be  relatively  low risk
             investments,  they are not  entirely  free of risk.  Like all money
             market funds, these are the risks of investing in the Fund:

             o  The Fund's NAV could decline (below $1.00 per share) if there is
                a  default  by an  issuer of one of the  Fund's  investments,  a
                credit  downgrade  of  one  of  the  Fund's  investments,  or an
                unexpected change in interest rates.

             o  The  Fund's  yield  will  change  daily  based  upon  changes in
                interest rates and other market conditions.

                AN  INVESTMENT  IN THE  FUND  IS NOT A BANK  DEPOSIT  AND IS NOT
                INSURED  OR   GUARANTEED  BY  THE  FEDERAL   DEPOSIT   INSURANCE
                CORPORATION OR ANY OTHER  GOVERNMENT  AGENCY.  ALTHOUGH THE FUND
                SEEKS TO PRESERVE THE VALUE OF AN INVESTMENT AT $1.00 PER SHARE,
                IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

                   How has the Cash Management Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the performance of the Fund's shares from year to
year over the last ten years.  The bar chart does not reflect  fees and expenses
that may be deducted by the variable annuity contract or variable life insurance
policy  through which you invest.  If they were  included,  the returns would be
less than those shown.


                                       8
<PAGE>


The chart below contains the following plot points:

CASH MANAGEMENT

1990      7.49%
1991      5.71%
1992      3.02%
1993      2.70%
1994      3.77%
1995      5.51%
1996      5.00%
1997      5.08%
1998      5.02%
1999      4.67%

During  the  periods  shown,  the  highest  quarterly  return was 2.00% (for the
quarter ended June 30, 1990), and the lowest quarterly return was 0.65% (for the
quarter ended June 30, 1993).  The Fund's past  performance does not necessarily
indicate how the Fund will perform in the future.

The  following  table  shows  the  average  annual  total  returns  for the Cash
Management  Fund's  shares as of December  31,  1999.  The Fund sells its shares
solely to variable  annuity and/or  variable life  insurance  subaccounts at net
asset value. The average annual total returns shown for the Fund's shares do not
reflect the fees and charges that an individual  would pay in connection with an
investment in a variable annuity contract or variable life insurance policy.


                                    1 Year*     5 Years*     10 Years*

Cash Management Fund                4.67%       5.06%        4.77%
* The annual returns are based upon calendar years.

                               THE FUND IN DETAIL

What are the Cash Management Fund's objective,  principal investment strategies,
and principal risks?

OBJECTIVE:   The Fund  seeks to earn a high rate of  current  income  consistent
             with the preservation of capital and maintenance of liquidity.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund invests  primarily in  high-quality
money market  instruments  that are  determined by the Fund's Adviser to present
minimal credit risk. Some common types of money market  instruments are Treasury
bills and notes, which are securities issued by the U.S. government;  commercial


                                       9
<PAGE>


paper,  which are promissory notes issued by large companies or financial firms;
banker's  acceptances,  which  are  credit  instruments  guaranteed  by a  bank;
negotiable  certificates  of  deposit,  which  are  issued  by  banks  in  large
denominations;  and floating  rate notes.  The interest  rate of a floating rate
instrument is generally  based on a known  lending rate,  such as a bank's prime
rate,  and may reset whenever the  underlying  rate is adjusted,  or at specific
intervals.

The Fund's portfolio is managed to meet regulatory  requirements that permit the
Fund to  maintain a stable NAV of $1.00 per share.  These  include  requirements
relating to the credit  quality,  maturity,  and  diversification  of the Fund's
investments.  For example, to be an eligible investment for the Fund, a security
must have a remaining  maturity of 397 calendar days or less.  The security must
be rated in one of the two highest  credit  ratings  categories  for  short-term
securities   by  at  least  two   nationally   recognized   statistical   rating
organizations (or by one, if only one rating service has rated the security), or
if unrated,  be determined by the Fund's Adviser to be of quality  equivalent to
those in the two highest credit ratings categories.  The Fund must also maintain
a dollar-weighted average portfolio maturity of 90 days or less.

In buying and selling  securities,  the Fund will consider  ratings  assigned by
ratings services as well as its own credit analysis.  The Fund considers,  among
other things, the issuer's earnings and cash flow generating  capabilities,  the
security's  yield and relative value, and the outlook for interest rates and the
economy. In the case of instruments with demand features or credit enhancements,
the Fund  considers  the  financial  strength of the party  providing the demand
feature or credit  enhancement,  including  any ratings  assigned to such party.
Information on the Fund's recent holdings can be found in the most recent annual
report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Cash Management Fund:

INTEREST RATE RISK: Like the values of other debt instruments, the market values
of money  market  instruments  are affected by changes in interest  rates.  When
interest rates rise, the market values of money market instruments  decline, and
when  interest  rates  decline,  the market  values of money market  instruments
increase. The price volatility of money market instruments also depends on their
maturities and durations.  Generally, the shorter the maturity and duration of a
money market instrument, the lesser its sensitivity to interest rates.

Interest  rate risk also  includes  the risk that in a declining  interest  rate
environment the Fund will have to invest the proceeds of maturing investments in
lower-yielding  investments.  The  yields  received  by the  Fund on some of its
investments will also decline as interest rates decline.  For example,  the Fund
invests in floating  rate bonds and notes.  When  interest  rates  decline,  the
yields paid on these securities may decline.

CREDIT  RISK:  A money  market  instrument's  credit  quality  depends  upon the
issuer's ability to pay interest on the security and,  ultimately,  to repay the
principal.  The lower the rating by one of the independent  bond-rating agencies
(for  example,  Moody's  Investors  Service,  Inc. or Standard & Poor's  Ratings
Group),  the greater the chance (in the rating agency's  opinion) the security's
issuer will  default,  or fail to meet its  repayment  obligations.  Direct U.S.
Treasury  obligations  (securities  backed  by the U.S.  government)  carry  the


                                       10
<PAGE>


highest credit ratings.  All things being equal,  money market  instruments with
greater credit risk offer higher yields.


                                       11
<PAGE>


                                 DISCOVERY FUND

                                    OVERVIEW

Objective:   The Fund  seeks  long-term  growth of  capital,  without  regard to
             dividend or interest income.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund primarily invests in common stocks of companies with small
             market   capitalizations   ("small-cap   stocks")  which  have  the
             potential  for  substantial  long-term  growth.  The Fund looks for
             companies that are in the early stages of their development, have a
             new  product or  service,  are in a position  to benefit  from some
             change in the economy,  have new  management,  or are  experiencing
             some  other   "special   situation"   which  makes   their   stocks
             undervalued.  Because  these  companies  tend to be smaller,  their
             growth potential is often greater. While the Fund primarily invests
             in U.S. companies, it may invest in stocks of foreign companies.

PRIMARY
RISKS:       While the  potential  long-term  rewards of  investing in small-cap
             stocks are substantial, there are also substantial risks. Small-cap
             stocks  carry more risk  because they are often in the early stages
             of  development,  dependent  on  a  small  number  of  products  or
             services,  lack  substantial  financial  resources,  and have  less
             predictable earnings. Small-cap stocks also tend to be less liquid,
             and experience  sharper price fluctuations than stocks of companies
             with large capitalizations.  These fluctuations can be substantial.
             Stocks  of  foreign  companies  carry  additional  risks  including
             currency   fluctuations,    political    instability,    government
             regulation,    unfavorable   political   or   legal   developments,
             differences in financial  reporting  standards,  and less stringent
             regulation of foreign securities markets. Accordingly, the value of
             an investment in the Fund will go up and down, which means that you
             could lose money.

             An  investment in the Fund is not a bank deposit and is not insured
             or guaranteed by the Federal Deposit  Insurance  Corporation or any
             other government agency.

                     How has the Discovery Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the  performance  of the Discovery  Fund's shares
from year to year over the last ten years.  The bar chart does not reflect  fees


                                       12
<PAGE>


and expenses that may be deducted by the variable  annuity  contract or variable
life  insurance  policy  through which you invest.  If they were  included,  the
returns would be less than those shown.


The chart below contains the following plot points:

   DISCOVERY

1990      -5.47%
1991      51.73%
1992      15.74%
1993      22.20%
1994      -2.53%
1995      25.23%
1996      12.48%
1997      16.84%
1998       3.05%
1999      27.97%

During the  periods  shown,  the  highest  quarterly  return was 26.55% (for the
quarter ended December 31, 1998),  and lowest  quarterly return was -22.34% (for
the quarter  ended  September 30, 1998).  The Fund's past  performance  does not
necessarily indicate how the Fund will perform in the future.

The  following  table shows how the average  annual total  returns for Discovery
Fund's  shares  compare to those of the Russell  2000 Index as of  December  31,
1999. The Fund sells its shares solely to variable  annuity and/or variable life
insurance subaccounts at net asset value. The average annual total returns shown
for the Fund's  shares do not reflect the fees and  charges  that an  individual
would pay in connection  with an investment  in a variable  annuity  contract or
variable life  insurance  policy.  The Russell 2000 Index is an unmanaged  index
generally  representative of the U.S. market for small-cap  stocks.  The Russell
2000 Index does not take into account fees and expenses  that an investor  would
incur in holding the  securities  in the Russell  2000 Index.  If it did so, the
returns would be lower than those shown.


                                       13
<PAGE>


                           1 Year*       5 Years*       10 Years*
Discovery Fund             27.97%        16.76%         15.67%
Russell 2000 Index         21.35%        16.36%         12.24%
*The annual returns are based upon calendar years.

                               THE FUND IN DETAIL

          What  are  the  Discovery  Fund's  objective,   principal   investment
strategies, and principal risks?

OBJECTIVE:   The Fund  seeks  long-term  growth of  capital,  without  regard to
             dividend or interest income.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in common  stocks of  small-cap  companies.  The Fund  defines  small-cap
stocks as those with market capitalizations which fall within the range of those
of companies in the Standard and Poor's 600 Small-Cap  Index ("S&P 600 Small-Cap
Index").  (As of December 31, 1999, the market  capitalizations  of companies in
the S&P 600 Small-Cap Index was between $28 million and $4.1 billion. The market
capitalizations  of  companies in the S&P 600  Small-Cap  Index will change with
market conditions.) The Fund looks for companies that are in the early stages of
their development,  have a new product or service,  are in a position to benefit
from some change in the economy,  have new management,  or are experiencing some
other "special  situation" which makes their stocks  undervalued.  Because these
companies tend to be smaller, their growth potential is often greater. While the
Fund  primarily  invests in U.S.  companies,  it may invest in stocks of foreign
companies.  The Fund's investments in foreign companies are generally limited to
stocks that are dollar-denominated and traded in the U.S.

In selecting  stocks,  the Fund relies on  fundamental  research.  It considers,
among other things,  earnings growth potential,  revenue growth potential,  cash
flow and tangible book value. The Fund attempts to stay broadly  diversified but
it  may  emphasize  certain  industry  sectors  based  on  economic  and  market
conditions.  The Fund  usually  will  sell a stock  when it shows  deteriorating
fundamentals or falls short of the portfolio manager's expectations. Information
on the Fund's  recent  strategies  and  holdings can be found in the most recent
annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Discovery Fund:

MARKET RISK:  Because this Fund invests in stocks,  an investment in the Fund is
subject to stock market risk.  Stock prices in general may decline over short or
even extended periods not only because of company-specific developments but also
due to an economic downturn, a change in interest rates, or a change in investor
sentiment,  regardless  of the  success or failure  of an  individual  company's
operations.  Stock  markets  tend to run in  cycles  with  periods  when  prices
generally go up, known as "bull" markets and periods when stock prices generally
go down,  referred  to as  "bear"  markets.  The  market  risk  associated  with
small-cap stocks is greater than that associated with larger-cap  stocks because
small-cap stocks tend to experience  sharper price  fluctuations than larger-cap
stocks, particularly during bear markets.



                                    14
<PAGE>


Small-cap  companies  are  generally  dependent on a small number of products or
services,  their  earnings  are less  predictable,  and their share  prices more
volatile.  These  companies  are also more  likely to have  limited  markets  or
financial resources, and may depend on a small, inexperienced management group.

LIQUIDITY RISK: Stocks of small-cap companies often are not as broadly traded as
those of larger-cap companies and are often subject to wider price fluctuations.
As a result,  at times it may be difficult for the Fund to sell these securities
at a reasonable price.

FOREIGN ISSUERS RISK: Foreign  investments  involve additional risks,  including
currency fluctuations, political instability, government regulation, unfavorable
political or legal developments,  differences in financial reporting  standards,
and less stringent regulation of foreign securities markets.

OTHER RISKS:  While the Fund  generally  attempts to invest in small-cap  stocks
with market capitalizations which fall within the range of those of companies in
the S&P 600  Small-Cap  Index,  it is not an  index  fund.  The  Fund  may  hold
securities  other  than  those in the S&P 600  Small-Cap  Index,  may hold fewer
securities than the Index, and may have sector or industry allocations different
from the Index, each of which could cause the Fund to underperform the Index.


                                       15
<PAGE>


                               FOCUSED EQUITY FUND

                                    OVERVIEW

OBJECTIVE:        The Fund seeks capital appreciation.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund seeks to achieve its objective by focusing its investments
             in the  common  stocks of  approximately  20 to 30 U.S.  companies.
             Generally,  not more than 12% of the Fund's  total  assets  will be
             invested in the  securities  of a single  issuer.  The Fund uses an
             event-driven   approach  in   selecting   investments.   In  making
             investment  decisions,  the Fund looks for companies that appear to
             be  undervalued  because  they are  undergoing  corporate  or other
             events that appear  likely to result in  significant  growth in the
             companies'  valuations.  The Fund seeks to identify  companies with
             proven  management,  superior cash flow and  outstanding  franchise
             values.   The  Fund  usually  will  sell  a  stock  when  it  shows
             deteriorating  fundamentals,  reaches its target value, constitutes
             12% or more of the  total  portfolio,  or when the Fund  identifies
             better investment opportunities.

Primary

Risks:       While  there  are  substantial   potential   long-term  rewards  of
             investing  in a  concentrated  portfolio  of  securities  that  are
             considered  undervalued,  there are also substantial risks.  First,
             the value of the portfolio  will  fluctuate  with  movements in the
             overall  securities  markets,  general  economic  conditions,   and
             changes in interest rates or investor  sentiment.  Second,  because
             the Fund is non-diversified and concentrates its investments in the
             stocks of a small number of issuers,  the Fund's performance may be
             substantially  impacted by the change in value of a single holding.
             Third,  there is a risk that the event that led the Fund to make an
             investment may occur later than anticipated or not at all. This may
             disappoint  the  market  and  cause a  decline  in the value of the
             investment.  Accordingly,  the value of an  investment  in the Fund
             will go up and down, which means that you could lose money.

             An  investment in the Fund is not a bank deposit and is not insured
             or guaranteed by the Federal Deposit  Insurance  Corporation or any
             other government agency.

                             What about performance?

Because the Fund  commenced  operations  on November 8, 1999,  as of the date of
this  prospectus  it did  not  have  a  full  year  of  performance  information
available.


                                       16
<PAGE>


                               THE FUND IN DETAIL

        What are the  Focused  Equity  Fund's  objective,  principal  investment
strategies, and principal risks?

OBJECTIVE: The Fund seeks capital appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund seeks to achieve its  objective  by
focusing its  investments  in the common stocks of  approximately  20 to 30 U.S.
companies.  The Fund is a  non-diversified  investment  company.  The Fund  will
usually  concentrate  80% of its  portfolio  in its  top 15  holdings.  It  will
frequently  have  more  than 10% of its  assets  in the  securities  of a single
issuer.  Although the Fund is not required to limit the amount of any investment
in the securities of any one issuer,  it generally will not invest more than 12%
of its total assets in the securities of a single issuer. The Fund's strategy is
to  remain  relatively  fully  invested,  but at times  the  Fund may have  cash
positions  of 10% or more  if the  Fund  cannot  identify  qualified  investment
opportunities  or it has a  negative  or  "bearish"  view of the  stock  market.
However, under normal market conditions, at least 65% of the Fund's total assets
will be invested in equity  securities  (including not only common  stocks,  but
preferred stocks and securities convertible into common and preferred stocks).

The Fund uses an event-driven approach in selecting investments.  The Fund looks
for companies  that appear to be undervalued  because they are  undergoing  some
corporate or other event that the Fund believes can result in significant growth
in the  companies'  valuations.  Examples  of these  events  include:  announced
mergers,  acquisitions and divestitures;  financial  restructurings;  management
reorganizations;  stock buy-back programs; or industry  transformations that can
affect   competitiveness.   The  Fund  then  identifies  companies  with  proven
management teams which maintain significant financial interest in the companies,
superior cash flows in excess of internal  growth  requirements  and outstanding
franchise values.  The Fund generally invests with a time horizon of two-to-five
years and seeks  investments  which offer the potential of appreciating at least
50% within the first two years of the investment.

The Fund  actively  monitors the  companies  in its  portfolio  through  regular
meetings and  teleconference  calls with senior  management and personal visits.
The Fund also actively  monitors the industries and competitors of the companies
within its portfolio and regularly  determines  whether the original  investment
thesis  still  holds  true.  The Fund  usually  will sell a stock  when it shows
deteriorating fundamentals,  reaches its target value, constitutes more than 12%
of  the  total  portfolio,   or  when  the  Fund  identifies  better  investment
opportunities.

The  Fund may  purchase  and sell  futures  contracts  and  options  on  futures
contracts  for  hedging  purposes.   The  Fund  anticipates   engaging  in  such
transactions  relatively infrequently and over relatively short periods of time.
Any  hedging  strategy  that the Fund may  decide to employ  will  generally  be
effected by buying puts on the overall  market or an index,  such as puts on the
Standard & Poor's 500 Composite Stock Price Index.

Information  on the Fund's  recent  strategies  and holdings can be found in the
most recent annual report (see back cover).


                                       17
<PAGE>


PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Focused Equity Fund:

MARKET  RISK:  Because the Fund  primarily  invests in stocks,  it is subject to
market risk.  Stock  prices in general may decline  over short or even  extended
periods  not  only  due to  company  specific  developments  but  also due to an
economic  downturn,  a  change  in  interest  rates,  or a  change  in  investor
sentiment,  regardless  of the  success or failure  of an  individual  company's
operations.  Stock  markets  tend to run in  cycles  with  periods  when  prices
generally  go up,  known as  "bull"  markets,  and  periods  when  stock  prices
generally go down, referred to as "bear" markets.  Fluctuations in the prices of
stocks can be sudden and substantial.  Accordingly, the value of your investment
in the Fund will go up and down, which means that you could lose money.

NON-DIVERSIFICATION RISK: The Fund is a non-diversified  investment company and,
as such, its assets may be invested in a limited  number of issuers.  This means
that the Fund's performance may be substantially impacted by the change in value
of even a single  holding.  The  price of a share of the Fund can  therefore  be
expected to fluctuate more than a comparable  diversified  fund.  Moreover,  the
Fund's share price may decline even when the overall  market is  increasing.  An
investment in the Fund  therefore may entail greater risks than an investment in
a diversified investment company.

EVENT-DRIVEN STYLE RISK: The event-driven  investment  approach used by the Fund
carries  the  additional  risk that the event  anticipated  may occur later than
expected or not at all or may not have the desired effect on the market price of
the security.

FUTURES AND OPTIONS RISKS: The Fund could suffer a loss if it fails to hedge its
portfolio  prior to a market decline.  Moreover,  if the Fund engages in hedging
transactions using futures or options, the Fund could nevertheless suffer a loss
if the  hedging is based  upon an  inaccurate  prediction  of  movements  in the
direction of the securities and interest rate markets or the hedging  instrument
does not  accurately  reflect  the  Fund's  portfolio.  The Fund may  experience
adverse  consequences  that leave it in a worse position than if such strategies
were not used. As a result, the Fund may not achieve its investment objective.


                                       18
<PAGE>


                                 GOVERNMENT FUND

                                    OVERVIEW

OBJECTIVE:   The Fund seeks to  achieve a  significant  level of current  income
             which is consistent with security and liquidity of principal.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund primarily  invests in obligations  issued or guaranteed as
             to payment of principal  and interest by the U.S.  Government,  its
             agencies  or   instrumentalities.   The   majority  of  the  Fund's
             investments   consist  of  mortgage-backed   securities  issued  or
             guaranteed by the Government National Mortgage Association, Federal
             National  Mortgage  Association,  and  Federal  Home Loan  Mortgage
             Corporation.  Mortgage-backed  securities  represent  interests  in
             "pools" of mortgage loans.  Because the mortgage-backed  securities
             purchased  by the Fund are  generally  guaranteed  as to the timely
             payment of principal  and  interest to investors in the pools,  the
             Fund's primary  strategies  revolve around  managing  interest rate
             risk,  prepayment  risk,  and extension  risk. The Fund attempts to
             manage these risks by adjusting  the duration of its  portfolio and
             the average coupon rate of its mortgage-backed securities holdings.

PRIMARY
RISKS:       While mortgage-backed  securities are guaranteed in varying degrees
             as to payment of principal and interest,  this  guarantee  does not
             apply in any way to the market  prices of these  securities  or the
             Fund's share price,  both of which will fluctuate.  There are three
             main risks of investing in the Fund: interest rate risk, prepayment
             risk,   and  extension   risk.   When  interest   rates  rise,  the
             mortgage-backed  securities  held by the Fund  tend to  decline  in
             price,  and when  interest  rates  fall,  they tend to  increase in
             price.  This is  interest  rate risk.  When  interest  rates  fall,
             homeowners  also  tend to  refinance  their  mortgages.  When  this
             occurs, the Fund loses the benefit of higher yielding mortgages and
             must reinvest in lower interest rate mortgages.  This is prepayment
             risk.  Extension risk is the flip side of prepayment  risk.  Rising
             interest  rates can cause the Fund's  average  maturity to lengthen
             unexpectedly  due to a drop  in  mortgage  prepayments.  This  will
             increase both the Fund's  sensitivity to rising  interest rates and
             its potential for price declines. The Fund may, at times, engage in
             short-term trading,  which could produce higher brokerage costs and
             taxable  distributions  and may result in a lower total  return for
             the Fund.  Accordingly,  the value of an  investment in the Fund as
             well as the dividends you receive will go up and down,  which means
             that you could lose money.

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


                                       19
<PAGE>


                     How has the Government Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the  performance of the Government  Fund's shares
from year to year over the life of the Fund. The bar chart does not reflect fees
and expenses that may be deducted by the variable  annuity  contract or variable
life  insurance  policy  through which you invest.  If they were  included,  the
returns would be less than those shown.

The chart below contains the following plot points:

    GOVERNMENT

1993       6.35%
1994      -4.10%
1995      15.63%
1996       3.59%
1997       8.61%
1998       7.54%
1999       1.05%

During  the  periods  shown,  the  highest  quarterly  return was 5.50% (for the
quarter ended June 30, 1995),  and the lowest  quarterly  return was -3.21% (for
the  quarter  ended  March 31,  1994).  The  Fund's  past  performance  does not
necessarily indicate how the Fund will perform in the future.


                                       20
<PAGE>


The following  table shows how the average  annual total returns for  Government
Fund's shares compare to those of the Salomon Brothers Mortgage Index ("Mortgage
Index") and the Salomon  Brothers  Government Index  ("Government  Index") as of
December 31, 1999.  The Fund sells its shares solely to variable  annuity and/or
variable life insurance subaccounts at net asset value. The average annual total
returns  shown for the Fund's shares do not reflect the fees and charges that an
individual  would pay in connection  with an  investment  in a variable  annuity
contract or variable  life  insurance  policy.  The  Mortgage  Index is a market
capitalization-weighted  index that  consists  of all agency  pass-throughs  and
Federal  Housing   Administration   ("FHA")  and  Government  National  Mortgage
Association    project    notes.    The    Government    Index   is   a   market
capitalization-weighted  index that consists of debt issued by the U.S. Treasury
and U.S.  Government  sponsored  agencies.  The Indexes do not take into account
fees and expenses that an investor  would incur in holding the securities in the
Indexes. If they did so, the returns would be lower than those shown.

                                                               Inception
                           1 Year*          5 Years*           (1/7/92)

Government Fund             1.05%             7.17%            5.92%
Mortgage Index              1.83%             7.93%            6.68%**
Government Index           (2.23)%            7.49%            6.65%**
*The annual returns are based upon calendar years.
**The average annual total return shown is for the period 12/31/91 to 12/31/99.

                               THE FUND IN DETAIL

          What  are  the  Government  Fund's  objective,   principal  investment
strategies, and principal risks?

OBJECTIVE:   The Fund seeks to  achieve a  significant  level of current  income
             which is consistent with security and liquidity of principal.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in  obligations  issued or  guaranteed  as to  payment of  principal  and
interest by the U.S. Government, its agencies or instrumentalities. The majority
of the Fund's investments consist of mortgage-backed securities. Mortgage-backed
securities represent interests in pools of mortgages. The principal and interest
from the underlying mortgages are passed through to investors in the pools. Some
pools are supported by the full faith and credit of the U.S. government, such as
Government  National Mortgage  Association  pass-through  mortgage  certificates
(called "Ginnie  Maes").  Some pools are supported by the right of the issuer to
borrow  from the U.S.  Treasury  under  certain  circumstances,  such as Federal
National  Mortgage  Association  bonds (called "Fannie  Maes").  Other pools are
supported  only by the credit of the entity  that issued  them,  such as Federal
Home Loan Mortgage  Corporation  obligations  (called "Freddie Macs").  The Fund
also invests in U.S. Treasury securities and securities issued by U.S. agencies,
such as the Tennessee Valley Authority.

The Fund's primary  investment  strategies revolve around managing interest rate
risk,  prepayment  risk,  and extension  risk.  Interest rate risk is managed by
adjusting  the  duration  of the  securities  owned by the Fund.  Duration  is a
measurement of a bond's sensitivity to changes in interest rates that takes into
consideration not only the maturity of the bond but also the time value of money


                                       21
<PAGE>


that  will be  received  from the bond over its  life.  The Fund will  generally
adjust duration by buying or selling U.S. Treasury  securities.  For example, if
the Fund  believes that  interest  rates are likely to rise,  it will  generally
attempt to reduce its  duration by  purchasing  U.S.  Treasury  securities  with
shorter  maturities or selling U.S. Treasury  securities with longer maturities.
Prepayment  risk and extension risk are managed by adjusting the  composition of
the Fund's  holdings.  For example,  if interest rates appear likely to decline,
the Fund  may  attempt  to  reduce  prepayment  risk by  buying  mortgage-backed
securities  with lower coupons.  Conversely,  if interest rates appear likely to
increase,  the Fund may  reduce  extension  risk by  purchasing  mortgage-backed
securities with higher coupons.

The Fund uses a  "top-down"  approach in making  investment  decisions  based on
interest rate,  economic and market conditions.  In selecting  investments,  the
Fund considers coupon and yield, relative value and weighted average maturity of
the pool. The Fund will usually sell an investment when there are changes in the
interest rate  environment  that are adverse to the investment or if it fails to
meet the expectations of the portfolio manager. Information on the Fund's recent
strategies  and holdings can be found in the most recent annual report (see back
cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Government Fund:

INTEREST  RATE  RISK:  All of the  securities  held by the Fund are  subject  to
interest  rate risk.  In general,  the market prices of bonds rise when interest
rates fall,  and fall when interest  rates rise.  Short-term  interest rates and
long-term interest rates do not necessarily move in the same direction or in the
same amounts. Bonds with longer maturities tend to be more sensitive to interest
rate changes than those with shorter maturities.

PREPAYMENT  RISK:   Because  the  Fund  invests  primarily  in   mortgage-backed
securities,  it is subject to  prepayment  risk.  When interest  rates  decline,
homeowners tend to refinance  their  mortgages.  When this occurs,  investors in
pools suffer a higher rate of  prepayment.  As a result,  investors in pools not
only lose the benefit of the higher yielding underlying mortgages that are being
prepaid but they must reinvest the proceeds at lower interest rates.  This could
cause a decrease in the Fund's income and share price.

EXTENSION  RISK:  Extension  risk is the flip side of  prepayment  risk.  Rising
interest  rates can cause the Fund's average  maturity to lengthen  unexpectedly
due to a drop in  mortgage  prepayments.  This  will  increase  both the  Fund's
sensitivity to rising interest rates and its potential for price declines.

CREDIT  RISK:  This is the risk that an  issuer  of bonds  will be unable to pay
interest or principal  when due. There is some credit risk  associated  with the
Fund's  investments;  however,  it is  perceived  to be  minimal.  Most  of  the
securities owned by the Fund are backed by the full faith and credit of the U.S.
Government, the ability to borrow from the U.S. Treasury, or the perceived moral
obligation of the U.S. Government.


                                       22
<PAGE>


FREQUENT  TRADING RISK:  The Fund may, at times,  engage in short-term  trading,
which could produce higher  brokerage  costs and taxable  distributions  and may
result in a lower total return for the Fund.


                                       23
<PAGE>


                                   GROWTH FUND

                                    OVERVIEW

OBJECTIVE:            The Fund seeks long-term capital appreciation.

PRIMARY
INVESTMENT
STRATEGIES:  Under normal circumstances,  the Fund will remain fully invested in
             equity securities, with most of its holdings in U.S. common stocks.
             The Fund seeks to invest in seasoned  companies  with proven  track
             records  and  above-average   earnings  growth.  The  Fund  invests
             predominantly in larger companies, but will also attempt to enhance
             its return by investing in mid-sized and smaller companies that the
             Fund's  investment   subadviser  believes  have  attractive  growth
             potential.

PRIMARY
RISKS:       Like all stocks,  growth  stocks  fluctuate in price in response to
             movements  in the  overall  securities  markets,  general  economic
             conditions,    changes   in   interest   rates,    company-specific
             developments  and other factors.  Mid-cap stocks tend to experience
             sharper price fluctuations than stocks of large-cap  companies.  To
             the extent that the Fund decides to invest in small-cap  companies,
             the risk of price fluctuations is even greater. Fluctuations in the
             prices of the stocks held by the Fund at times can be  substantial.
             Accordingly,  the value of an investment in the Fund will go up and
             down, which means that you could lose money.

             An  investment in the Fund is not a bank deposit and is not insured
             or guaranteed by the Federal Deposit  Insurance  Corporation or any
             other government agency.

                       How has the Growth Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the  performance  of the Growth Fund's shares for
each of the last ten  calendar  years.  The bar chart does not reflect  fees and
expenses that may be deducted by the variable  annuity contract or variable life
insurance  policy through which you invest.  If they were included,  the returns
would be less than those shown.


                                       24
<PAGE>


GROWTH

The chart below contains the following plot points:

1990      -2.99%
1991      34.68%
1992       9.78%
1993       6.00%
1994      -2.87%
1995      25.12%
1996      24.45%
1997      29.28%
1998      27.35%
1999      26.47%

During the  periods  shown,  the  highest  quarterly  return was 23.98% (for the
quarter ended December 31, 1998),  and the lowest  quarterly  return was -15.45%
(for the quarter ended September 30, 1990). The Fund's past performance does not
necessarily indicate how the Fund will perform in the future.

The  following  table shows how the average  annual total returns for the Fund's
shares  compare to those of the S&P 500 Index as of December 31, 1999.  The Fund
sells its shares  solely to variable  annuity  and/or  variable  life  insurance
subaccounts  at net asset value.  The average annual total returns shown for the
Fund's shares do not reflect the fees and charges that an  individual  would pay
in connection with an investment in a variable annuity contract or variable life
insurance  policy.  The S&P 500 Index is an unmanaged  index  consisting  of the
stocks of  large-sized  U.S. and foreign  companies.  The S&P 500 Index does not
take into account fees and expenses that an investor  would incur in holding the
securities  in the S&P 500 Index.  If it did so, the returns would be lower than
those shown.


                                       25
<PAGE>


                                    1 Year*          5 Years* 10 Years*

Growth Fund                         26.47%           26.52%            16.95%
S&P 500 Index                       21.04%           28.51%            18.19%
*The annual returns are based upon calendar years.

                               THE FUND IN DETAIL

           What  are  the  Growth  Fund's   objectives,   principal   investment
strategies, and principal risks?

OBJECTIVES: The Fund seeks long-term capital appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES:  Under  normal  circumstances,  the Fund will
remain fully  invested in equity  securities,  with most of its holdings in U.S.
common stocks.  The Fund will also invest in foreign  companies whose stocks are
denominated in U.S. dollars and listed and traded on a U.S. securities exchange,
either  directly  or through  Depository  Receipts.  The Fund  favors  stocks of
seasoned  companies with proven records and above-average  earnings growth,  and
stocks of companies with  outstanding  growth  records and  potential.  The Fund
invests predominantly in larger companies,  but will also attempt to enhance its
return by investing  in  mid-sized  and smaller  companies  that the  investment
subadviser  believes have attractive growth  potential.  The Fund will typically
invest in most major sectors of the economy and therefore the Fund's investments
will be widely  diversified  by company and industry.  The Fund may invest up to
25% of its assets in  certain  industry  sectors  based on  economic  and market
conditions.

The  Fund  uses  fundamental  research  and  analysis  to  identify  prospective
investments.  The Fund looks to identify  industry  leaders and those  companies
which are leaders in industry  niches.  Research is focused on companies  with a
proven  record  of sales  and  earnings  growth,  profitability,  and cash  flow
generation.  Security  selection  is based  on any one or more of the  following
characteristics:  (1)  accelerating  earnings  growth  and  the  possibility  of
positive  earnings  surprises;  (2)  strong  possibility  of price  to  earnings
multiple  expansion  (or  increases in other similar  valuation  measures);  (3)
hidden or unappreciated value; or (4) improving company and/or industry outlook.

Every  company  in  the  portfolio  is  monitored  to  ensure  its   fundamental
attractiveness.  A stock may be sold if (1) its downside  risk equals or exceeds
its upside potential;  (2) it suffers from a decreasing trend of earnings growth
or suffers an earnings disappointment;  (3) it experiences excessive valuations;
or (4) there is a deteriorating company and/or industry outlook.

Information  on the Fund's  recent  strategies  and holdings can be found in the
most recent annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Growth Fund:


                                       26
<PAGE>


MARKET RISK:  Because the Fund invests in stocks,  an  investment in the Fund is
subject to stock market risk.  Stock prices in general may decline over short or
even extended periods not only because of company-specific developments but also
due to an economic downturn, a change in interest rates, or a change in investor
sentiment,  regardless  of the  success or failure  of an  individual  company's
operations.  Stock  markets  tend to run in  cycles  with  periods  when  prices
generally go up, known as "bull" markets and periods when stock prices generally
go down, referred to as "bear" markets.

The market risk  associated  with  mid-cap  and  small-cap  stocks is  generally
greater than that associated with large-cap stocks because mid-cap and small-cap
stocks tend to experience  sharper price  fluctuations  than  large-cap  stocks,
particularly  during bear markets.  Their  earnings tend to be less  predictable
than those of larger, more established companies. The prices of these stocks can
also be influenced by the anticipation of future products and services which, if
delayed,  could cause the prices to drop. Fluctuation in prices of stocks can be
sudden and substantial. Accordingly, the value of an investment in the Fund will
go up and down, which means that you could lose money.

LIQUIDITY RISK: The risk that certain  securities may be difficult or impossible
to sell at the same time and the price that the seller would like.  For example,
stocks  of  small-cap  companies  often  are not as  broadly  traded as those of
larger-cap  companies  and are often subject to wider price  fluctuations.  As a
result,  at times it may be difficult for the Fund to sell these securities at a
reasonable price.


                                       27
<PAGE>


                                 HIGH YIELD FUND

                                    OVERVIEW

OBJECTIVES:  The Fund primarily seeks high current income and secondarily  seeks
             capital appreciation.

PRIMARY
INVESTMENT
STRATEGIES:  The  Fund   primarily   invests  in  a  diversified   portfolio  of
             high-yield,  below-investment grade corporate bonds (commonly known
             as "junk bonds"). These bonds provide a higher level of income than
             investment  grade bonds because they have a higher risk of default.
             The Fund seeks to reduce the risk of a default by  selecting  bonds
             through  careful  credit  research and analysis.  The Fund seeks to
             reduce  the  impact of a  potential  default  by  diversifying  its
             investments among bonds of many different companies and industries.
             While the Fund  invests  primarily in domestic  companies,  it also
             invests in  securities of issuers  domiciled in foreign  countries.
             These securities will generally be dollar-denominated and traded in
             the  U.S.  The  Fund  seeks  to  achieve  capital  appreciation  by
             investing  in  high-yield  bonds with  stable to  improving  credit
             conditions.

PRIMARY
RISKS:       There are four primary risks of investing in the Fund.  First,  the
             value  of  the  Fund's  shares  could  decline  as  a  result  of a
             deterioration  of the  financial  condition  of an  issuer of bonds
             owned by the Fund or as a result of a default by the  issuer.  This
             is known as credit risk. High-yield bonds carry higher credit risks
             than  investment  grade bonds because the companies that issue them
             are not as strong  financially as companies with  investment  grade
             credit ratings.  High-yield  bonds issued by foreign  companies are
             subject  to  additional  risks  including  currency   fluctuations,
             political instability, government regulation, unfavorable political
             or legal developments, differences in financial reporting standards
             and less stringent regulation of foreign markets. Second, the value
             of the Fund's  shares could decline if the entire  high-yield  bond
             market  were to decline,  even if none of the Fund's bond  holdings
             were at risk of a default.  The  high-yield  market can  experience
             sharp  declines  at times as the result of a  deterioration  in the
             overall economy, declines in the stock market, a change of investor
             tolerance for risk, or other factors.  Third, high-yield bonds tend
             to be less liquid than other bonds,  which means that they are more
             difficult to sell.  Fourth,  while  high-yield  bonds are generally
             less interest  rate  sensitive  than  higher-quality  bonds,  their
             values   generally   will   decline  when   interest   rates  rise.
             Fluctuations in the prices of high-yield  bonds can be substantial.
             Accordingly,  the value of an investment in the Fund will go up and
             down, which means that you could lose money.


                                       28
<PAGE>


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

                     How has the High Yield Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the  performance  of the High Yield Fund's shares
for each of the last ten calendar years. The bar chart does not reflect fees and
expenses that may be deducted by the variable  annuity contract or variable life
insurance  policy through which you invest.  If they were included,  the returns
would be less than those shown.

The chart below contains the following plot points:

   HIGH YIELD

1990      -5.77%
1991      33.96%
1992      13.15%
1993      18.16%
1994      -1.56%
1995      19.82%
1996      12.56%
1997      12.47%
1998       3.15%
1999       4.95%

During the  periods  shown,  the  highest  quarterly  return was 11.16% (for the
quarter ended March 31, 1991),  and the lowest  quarterly return was -8.11% (for
the quarter  ended  September 30, 1990).  The Fund's past  performance  does not
necessarily indicate how the Fund will perform in the future.


                                       29
<PAGE>


The  following  table shows how the average  annual  total  returns for the High
Yield  Fund's  shares  compare to those of the Credit  Suisse  First Boston High
Yield Index  ("High Yield  Index") as of December  31, 1999.  The Fund sells its
shares solely to variable annuity and/or variable life insurance  subaccounts at
net asset value. The average annual total returns shown for the Fund's shares do
not reflect the fees and charges that an individual would pay in connection with
an investment in a variable annuity contract or variable life insurance  policy.
The High Yield Index is designed  to measure the  performance  of the high yield
bond  market.  The High Yield Index does not take into account fees and expenses
that an investor would incur in holding the  securities in the Index.  If it did
so, the returns would be lower than those shown.


                    1 Year*         5 Years*         10 Years*

High Yield Fund     4.95%           10.43%           10.42%
High Yield Index    2.26%           8.86%            10.95%
*The annual returns are based upon calendar years.

                               THE FUND IN DETAIL

         What  are  the  High  Yield  Fund's  objectives,  principal  investment
strategies, and principal risks?

OBJECTIVES:  The Fund primarily seeks high current income and secondarily  seeks
             capital appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets  in  a  diversified  portfolio  of  high-yield,   below-investment  grade
corporate bonds commonly known as "junk bonds" (those rated below Baa by Moody's
Investors  Service,  Inc.  or below BBB by  Standard  & Poor's  Ratings  Group).
High-yield bonds generally  provide higher income than investment grade bonds to
compensate  investors  for their higher risk of default  (i.e.,  failure to make
required interest or principal payments).  High-yield bond issuers include small
or relatively new companies  lacking the history or capital to merit  investment
grade  status,  former  Blue Chip  companies  downgraded  because  of  financial
problems,  companies using debt rather than equity to fund capital investment or
spending  programs,  companies  electing to borrow heavily to finance or avoid a
takeover or buyout,  and firms with heavy debt loads.  The Fund's  portfolio may
include  zero  coupon  bonds  and pay in kind  bonds.  While  the  Fund  invests
primarily  in  domestic  companies,  it also  invests in  securities  of issuers
domiciled   in  foreign   countries.   These   securities   will   generally  be
dollar-denominated and traded in the U.S. The Fund seeks to reduce the risk of a
default by selecting  bonds through  careful credit  research and analysis.  The
Fund seeks to reduce  the impact of a  potential  default  by  diversifying  its
investments among bonds of many different companies and industries.

To achieve its secondary objective of capital appreciation, the Fund attempts to
invest in bonds  that  have  stable  to  improving  credit  quality  that  could
appreciate in value because of a credit rating  upgrade or an improvement in the
outlook for a particular company, industry or the economy as a whole.

Although  the Fund  will  consider  ratings  assigned  by  ratings  agencies  in
selecting  high-yield  bonds,  it relies  principally  on its own  research  and


                                       30
<PAGE>


investment  analysis.  The Fund  considers a variety of factors,  including  the
issuer's  managerial  strength,  anticipated cash flow, debt maturity schedules,
borrowing  requirements,  interest  or dividend  coverage,  asset  coverage  and
earnings   prospects.   The  Fund  will  usually  sell  a  bond  when  it  shows
deteriorating   fundamentals   or  falls  short  of  the   portfolio   manager's
expectations.  Information  on the Fund's recent  strategies and holdings can be
found in the most recent annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the High Yield Fund:

CREDIT  RISK:  This is the risk that an  issuer  of bonds  will be unable to pay
interest or  principal  when due. The prices of bonds are affected by the credit
quality of the issuer.  High-yield bonds are subject to greater credit risk than
higher  quality  bonds  because  the  companies  that  issue  them  are  not  as
financially  strong as companies with investment  grade ratings.  Changes in the
financial condition of an issuer,  changes in general economic  conditions,  and
changes in specific economic  conditions that affect a particular type of issuer
can impact the credit quality of an issuer.  Such changes may weaken an issuer's
ability to make  payments of principal or interest,  or cause an issuer of bonds
to fail to make timely  payments of interest or  principal.  Lower quality bonds
generally  tend to be more sensitive to these changes than higher quality bonds.
While credit ratings may be available to assist in evaluating an issuer's credit
quality,  they may not  accurately  predict an  issuer's  ability to make timely
payments of principal and interest.

MARKET RISK: The entire junk bond market can  experience  sharp price swings due
to a variety of factors,  including changes in economic forecasts,  stock market
volatility, large sustained sales of junk bonds by major investors, high-profile
defaults,  or changes in the market's  psychology.  This degree of volatility in
the high-yield  market is usually  associated  more with stocks than bonds.  The
prices of high-yield bonds held by the Fund could therefore decline,  regardless
of the financial condition of the issuers of such bonds.  Markets tend to run in
cycles with periods when prices  generally go up, known as "bull"  markets,  and
periods when prices generally go down, referred to as "bear" markets.

LIQUIDITY  RISK:  High-yield  bonds tend to be less liquid  than higher  quality
bonds, meaning that it may be difficult to sell high-yield bonds at a reasonable
price,  particularly  if  there  is a  deterioration  in the  economy  or in the
financial  prospects of their  issuers.  As a result,  the prices of  high-yield
bonds may be subject to wide price fluctuations due to liquidity concerns.

INTEREST  RATE  RISK:  The  market  value of a bond is  affected  by  changes in
interest  rates.  When interest rates rise, the market value of a bond declines,
and when interest rates decline, the market value of a bond increases. The price
volatility of a bond also depends on its maturity and duration.  Generally,  the
longer the  maturity  and  duration of a bond,  the greater its  sensitivity  to
interest rates. To compensate  investors for this higher risk, bonds with longer
maturities and durations  generally  offer higher yields than bonds with shorter
maturities and durations.

FOREIGN ISSUERS RISK: Foreign  investments  involve additional risks,  including
currency fluctuations, political instability, government regulation, unfavorable
political or legal developments,  differences in financial reporting  standards,
and less stringent regulation of foreign securities markets.


                                       31
<PAGE>


                          INTERNATIONAL SECURITIES FUND

                                    OVERVIEW

OBJECTIVES:  The Fund primarily seeks long-term capital growth and secondarily a
             reasonable level of current income.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund invests in a  diversified  portfolio of common stocks (and
             other equity  securities) of companies which are located throughout
             the world,  including the United States. The Fund primarily invests
             in large or medium capitalization stocks which are traded in larger
             and more  established  markets  throughout the world. The Fund also
             invests  opportunistically  in  smaller  capitalization  stocks and
             stocks of smaller,  less-developed  or emerging  markets.  The Fund
             generally  does  not  attempt  to  hedge  its  foreign   securities
             investments  against  currency  rate  fluctuations.  To  a  limited
             extent,  the Fund uses stock index  futures  contracts  and options
             thereon as temporary  substitutes  for purchases of foreign  stocks
             and to adjust country weightings.

PRIMARY
RISKS:       All stocks  fluctuate  in price in  response  to  movements  in the
             overall  securities  markets,  general  economic  conditions,   and
             changes  in  interest  rates or  investor  sentiment.  The risks of
             investing  in a stock  fund that  invests  in  foreign  stocks  are
             accentuated  because  investments in foreign  stocks,  particularly
             emerging  markets,  can decline in value because of declines in the
             values of local currencies,  irrespective of how well the companies
             that issue such  stocks are doing;  there is less  supervision  and
             regulation  of  foreign  securities  markets;   foreign  securities
             markets are generally less liquid than U.S.  markets;  there may be
             less financial  information available on certain foreign companies;
             and there may be political  instability  in some countries in which
             the Fund may invest.  Fluctuations  in the prices of foreign stocks
             can be  especially  sudden and  substantial.  Stocks  with  smaller
             market   capitalizations   tend   to   experience   sharper   price
             fluctuations.  Using  stock index  futures  and options  thereon as
             temporary  substitutes  for foreign stocks carries similar risks as
             direct  ownership  of all of the stocks in the index.  Accordingly,
             the value of an investment  in the Fund will go up and down,  which
             means that you could lose money.

             An  investment in the Fund is not a bank deposit and is not insured
             or guaranteed by the Federal Deposit  Insurance  Corporation or any
             other government agency.

               How has the International Securities Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.


                                       32
<PAGE>


The bar chart shows changes in the performance of the  International  Securities
Fund's  shares  from year to year over the life of the Fund.  The bar chart does
not reflect  fees and  expenses  that may be deducted  by the  variable  annuity
contract or variable life  insurance  policy  through which you invest.  If they
were included, the returns would be less than those shown.


The chart below contains the following plot points:

International Securities

1991      15.24%
1992      -1.13%
1993      22.17%
1994      -1.29%
1995      18.70%
1996      15.23%
1997       9.09%
1998      18.18%
1999      31.46%

During the  periods  shown,  the  highest  quarterly  return was 19.51% (for the
quarter ended December 31, 1999),  and the lowest  quarterly  return was -14.92%
(for the quarter ended September 30, 1998). The Fund's past performance does not
necessarily indicate how the Fund will perform in the future.

The  following  table  shows  how  the  average  annual  total  returns  for the
International  Securities  Fund's shares  compare to those of the Morgan Stanley
Capital International All Country World Free Index ("MSCI All Country Index") as
of December  31,  1999.  The Fund sells its shares  solely to  variable  annuity
and/or  variable  life  insurance  subaccounts  at net asset value.  The average
annual  total  returns  shown for the Fund's  shares do not reflect the fees and
charges that an  individual  would pay in  connection  with an  investment  in a
variable  annuity  contract  or variable  life  insurance  policy.  The MSCI All
Country  Index is designed to measure the  performance  of stock  markets in the
United  States,  Europe,  Canada,  Australia,  New Zealand and the developed and


                                       33
<PAGE>


emerging  markets of Eastern Europe,  Latin America,  Asia and the Far East. The
index consists of approximately 60% of the aggregate market value of the covered
stock  exchanges and is calculated to exclude  companies and share classes which
cannot be freely  purchased by  foreigners.  The MSCI All Country Index does not
take into account fees and expenses that an investor  would incur in holding the
securities  in the index.  If it did so, the  returns  would be lower than those
shown.

                                                                      Inception
                                            1 Year*     5 Years*      (4/16/90)

International Securities
  Fund                                       31.46%      18.31%       13.09%
MSCI All Country Index                       26.82%      19.18%       14.07%**
*The annual returns are based upon calendar years.
**The average annual total return shown is for the period 4/30/90 to 12/31/99.

                               THE FUND IN DETAIL

What are the International  Securities Fund's objectives,  principal  investment
strategies, and principal risks?

OBJECTIVES:  The Fund primarily seeks long-term capital growth and secondarily a
reasonable level of current income.

PRINCIPAL INVESTMENT STRATEGIES:  The Fund invests in a diversified portfolio of
common stocks of companies which are located throughout the world, including the
United States  ("U.S.").  Under normal market  conditions,  the Fund attempts to
maintain broad country diversification. The Fund has a fundamental policy (which
may only be changed by shareholder vote) to invest no more than 35% of its total
assets in securities of U.S. companies,  obligations of the U.S. government, its
agencies and instrumentalities, and cash or cash equivalents denominated in U.S.
dollars. The foreign stocks that the Fund purchases are typically denominated in
foreign  currencies.  The Fund generally does not hedge against  fluctuations in
the value of foreign currencies.

The Fund invests  primarily in stocks of companies which are considered large to
medium in size (as measured by market capitalization).  The Fund may also invest
in smaller  companies when management  views them as attractive  alternatives to
the stocks of larger or more  established  companies.  The Fund will make direct
investments  in foreign  issuers by  purchasing  securities  traded in a foreign
market,  as  well  as  indirect  investments  through  purchases  of  Depository
Receipts, such as American Depository Receipts and Global Depository Receipts.

The Fund invests  primarily in stocks which trade in larger and more established
markets, but also may invest (to a lesser degree) in smaller,  less-developed or
emerging markets where management believes there is significant  opportunity for
growth of  capital.  The  status of markets as  "smaller,"  "less-developed"  or
"emerging"  may change  over time as a result of  developments  in  national  or
regional economies and capital markets.  Within emerging markets, the Fund seeks
to participate in the more established markets which management believes provide
sufficient liquidity.


                                       34
<PAGE>


The Fund  also uses  stock  index  futures  contracts  and  options  thereon  as
temporary  substitutes for purchases of foreign stocks. This practice can afford
a hedge against not  participating in an advance in a country at a time when the
Fund is not fully  invested in the country.  Stock index  futures  contracts and
options thereon are also used to maintain  desired country  exposures.  The Fund
will not  invest  more than 5% of its assets in stock  index  futures or options
thereon.

The  Fund  uses  fundamental  research  and  analysis  to  identify  prospective
investments.  Security  selection  is based on any one or more of the  following
characteristics: (1) accelerating earnings growth or the possibility of positive
earnings  surprises;  (2)  strong  possibility  of  price-to-earnings   multiple
expansion  (or  increases in other similar  valuation  measures);  (3) hidden or
unappreciated value; or (4) improving local market and/or industry outlook.

Once the best purchase  candidates  for the Fund are  identified,  the portfolio
construction  process  begins.  In this phase,  many factors are  considered  in
creating a total portfolio of securities for the Fund,  including:  (1) regional
and  country  weightings;   (2)  currency  exposure;  (3)  industry  and  sector
allocation;  and (4)  exposure  to a number of other  factors,  such as interest
rates or company size.

Every  company  in  the  portfolio  is  monitored  to  ensure  its   fundamental
attractiveness.  A stock may be sold if: (1) its downside risk equals or exceeds
its upside potential;  (2) it suffers from a decreasing trend of earnings growth
or suffers an earnings disappointment;  (3) it experiences excessive valuations;
or (4) there is a deteriorating local market and/or industry outlook.

Information  on the Fund's  recent  strategies  and holdings can be found in the
most recent annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the International Securities Fund:

MARKET RISK:  Because the Fund primarily invests in common stocks, it is subject
to market risk.  Stock prices in general may decline over short or even extended
periods not only  because of  company-specific  developments  but also due to an
economic  downturn,  a  change  in  interest  rates,  or a  change  in  investor
sentiment,  regardless  of the  success or failure  of an  individual  company's
operations.  Stock  markets  tend to run in cycles,  with  periods  when  prices
generally  go up,  known as  "bull"  markets,  and  periods  when  stock  prices
generally go down, referred to as "bear" markets.

While the Fund's  strategy of being globally  diversified may help to reduce the
volatility or variability of the Fund's returns  relative to another global fund
which  invests  in  fewer  stocks  or whose  investments  are  focused  in fewer
countries or industry sectors,  this strategy may not prevent a loss to the Fund
if stock markets  worldwide were to decline at the same time, or if a particular
country  where the Fund is  significantly  invested  experiences  a  significant
decline.   Fluctuations   of  stock  prices  can  be  sudden  and   substantial.
Accordingly,  the value of an investment in the Fund will go up and down,  which
means that you could lose money.

FOREIGN  SECURITIES RISK:  Investments in foreign  securities or foreign markets
involve special risks and considerations. Some of these factors are also present
when investing in the United States but are heightened  issues when investing in


                                       35
<PAGE>


non-U.S.  markets and especially emerging markets.  For example,  such risks and
considerations may include political and economic instability,  nationalization,
confiscatory  taxation,  differing accounting and financial reporting standards,
the inability to obtain  reliable  financial  information  regarding a company's
balance  sheet  and  operations.   In  addition,   international  investors  may
experience higher commission rates on foreign portfolio transactions,  potential
adverse changes in tax and exchange control  regulations,  and the potential for
restrictions on the flow of international capital. Many foreign countries impose
withholding  taxes  on  income  from  investments  in  such  countries,  which a
portfolio may not recover. Also,  fluctuations in the exchange rates between the
US dollar  and  foreign  currencies  may have a negative  impact on  investments
denominated in foreign currencies, for example, by eroding or reversing gains or
widening  losses from those  investments.  Using stock index futures and options
thereon as temporary  substitutes  for foreign stocks  carries  similar risks as
direct ownership of all of the stocks in the index.

LIQUIDITY  RISK:  Liquidity  risk is the risk  that  certain  securities  may be
difficult or  impossible to sell at the time and the price that the seller would
like.  In such a situation,  the seller may have to lower the price,  sell other
securities instead, or forego an investment opportunity, any of which could have
a negative effect on fund management or performance.

SMALL-CAP AND MID-CAP RISK:  The market risk  associated  with small-to  mid-cap
stocks is greater than that associated with larger-cap  stocks because  small-to
mid-cap stocks tend to experience  sharper price  fluctuations  than  larger-cap
stocks,  particularly  during  bear  markets.  Small-to  mid-cap  companies  are
generally dependent on a smaller number of products or services,  their earnings
are less predictable,  and their share prices more volatile. These companies are
also more likely to have limited markets or financial resources, or to depend on
a small, inexperienced management group.


                                       36
<PAGE>


                              INVESTMENT GRADE FUND

                                    OVERVIEW

OBJECTIVE:   The Fund  seeks to  generate a maximum  level of income  consistent
             with investment in investment grade debt securities.

PRIMARY
INVESTMENT

STRATEGIES:  The Fund  primarily  invests in corporate  bonds of U.S.  companies
             that are rated in one of the four  highest  ratings  categories  by
             Moody's Investors  Service,  Inc.  ("Moody's") or Standard & Poor's
             Ratings Group ("S&P").  Such bonds are generally called "investment
             grade  bonds."  Investment  grade  bonds offer  higher  yields than
             Treasury   securities  of   comparable   maturities  to  compensate
             investors for the risk of default. While the Fund primarily invests
             in investment  grade bonds,  it may also invest to a limited extent
             in high yield,  below investment grade bonds (commonly called "high
             yield  bonds"  or  "junk  bonds").   The  Fund's  investments  will
             generally be in bonds of U.S.  companies,  but may include bonds of
             foreign companies.  The Fund's investments in foreign companies are
             generally limited to bonds that are  dollar-denominated  and traded
             in the U.S. (commonly called "Yankee bonds").

             The Fund selects  bonds  primarily on the basis of its own research
             and investment analysis.  The Fund also takes economic and interest
             rate outlooks into consideration when selecting investments.

PRIMARY
RISKS:       There are two main risks of investing in the Fund:  credit risk and
             interest  rate risk.  The Fund's share price will decline if one or
             more of its bond holdings is  downgraded in rating,  or one or more
             issuers  suffers  a  default,  or there is a concern  about  credit
             downgrades or defaults in general as a result of a deterioration in
             the economy as a whole. The Fund's share price will also decline as
             interest rates rise. Like all bonds, investment grade bonds tend to
             rise in price when  interest  rates  decline,  and decline in price
             when interest  rates rise.  High yield bonds are subject to greater
             credit risk but slightly less  interest  rate risk than  investment
             grade bonds.  High yield bonds are also  subject to greater  market
             fluctuations.  Accordingly,  the value of an investment in the Fund
             will go up and down, which means that you could lose money.

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

             How has the Investment Grade Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some  indication of the risks of investing in the Fund.


                                       37
<PAGE>


The bar chart shows changes in the  performance of the  Investment  Grade Fund's
shares  from  year to year over the life of the  Fund.  The bar  chart  does not
reflect fees and expenses that may be deducted by the variable  annuity contract
or  variable  life  insurance  policy  through  which you  invest.  If they were
included,  the returns would be less than those shown.


The chart below contains the following plot points:

INVESTMENT GRADE

1993      10.93%
1994      -3.53%
1995      19.69%
1996       2.84%
1997       9.81%
1998       9.15%
1999      -2.53%

During  the  periods  shown,  the  highest  quarterly  return was 6.50% (for the
quarter ended June 30, 1995),  and the lowest  quarterly  return was -3.57% (for
the  quarter  ended  March 31,  1994).  The  Fund's  past  performance  does not
necessarily indicate how the Fund will perform in the future.

The  following  table  shows  how  the  average  annual  total  returns  for the
Investment Grade Fund's shares compare to those of the Lehman Brothers Corporate
Bond Index  ("Corporate Bond Index") as of December 31, 1999. The Fund sells its
shares solely to variable annuity and/or variable life insurance  subaccounts at
net asset value. The average annual total returns shown for the Fund's shares do
not reflect the fees and charges that an individual would pay in connection with
an investment in a variable annuity contract or variable life insurance  policy.
The   Corporate   Bond  Index   includes  all  publicly   issued,   fixed  rate,
nonconvertible investment grade dollar-denominated, corporate debt which have at
least  one year to  maturity  and an  outstanding  par  value  of at least  $100
million.  The Corporate  Bond Index does not take into account fees and expenses
that an investor  would incur in holding the  securities in the  Corporate  Bond
Index. If it did so, the returns would be lower than those shown.


                                       38
<PAGE>


                                                                      Inception
                                    1 Year*          5 Years*         (1/7/92)
Investment Grade Fund               (2.53)%          7.54%            6.65%
Corporate Bond Index                (1.96)%          8.18%            7.14%**
*The annual returns are based upon calendar years.
**The average annual total return shown is for the period 12/31/91 to 12/31/99.

                               THE FUND IN DETAIL

       What are the  Investment  Grade Fund's  objective,  principal  investment
strategies, and principal risks?

OBJECTIVE:   The Fund  seeks to  generate a maximum  level of income  consistent
             with investment in investment grade debt securities.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets  in  corporate  bonds of  companies  that are rated  investment  grade by
Moody's or S&P ("investment grade bonds").  These are bonds that are rated among
the four highest ratings  categories by Moody's or S&P.  Investment  grade bonds
generally offer higher yields than Treasury securities of comparable  maturities
to  compensate  investors  for the risk of  default.  While  the Fund  primarily
invests in investment  grade bonds,  it may invest up to 10% of its total assets
in high  yield,  below  investment  grade  bonds.  The Fund's  investments  will
generally  be in bonds  of U.S.  companies,  but may  include  bonds of  foreign
companies.  The Fund's investments in foreign companies are generally limited to
Yankee bonds.  The Fund's  investments in Yankee bonds are limited to 10% of its
total assets.

Although the Fund may diversify among the four investment grade ratings,  it may
emphasize  bonds with  higher  ratings at times when the  economy  appears to be
weakening and bonds with lower ratings when the economy appears to be improving.
The Fund  adjusts the average  weighted  maturity of the bonds in its  portfolio
based on its interest  rate  outlook.  If it believes  that  interest  rates are
likely to fall,  it will  attempt to buy bonds with  longer  maturities  or sell
bonds with shorter  maturities.  By contrast,  if it believes interest rates are
likely to rise,  it will  attempt to buy bonds with shorter  maturities  or sell
bonds  with  longer   maturities.   The  Fund  also  attempts  to  stay  broadly
diversified,  but it may emphasize certain industry sectors based on the outlook
for interest rates, economic forecasts, and market conditions.  The Fund may buy
or sell Treasury  securities  instead of  investment  grade  corporate  bonds to
adjust the Fund's average weighted maturity.

Although  the Fund  will  consider  ratings  assigned  by  ratings  services  in
selecting investments,  it relies principally on its own research and investment
analysis. The Fund considers, among other things, the issuer's earnings and cash
flow  generating  capabilities,  asset  quality,  debt  levels,  and  management
strength.  The Fund will not  necessarily  sell an  investment  if its rating is
reduced.  The  Fund  usually  will  sell  a bond  when  it  shows  deteriorating
fundamentals or falls short of the portfolio manager's expectations. Information
on the Fund's  recent  strategies  and  holdings can be found in the most recent
annual report (see back cover).


                                       39
<PAGE>


PRINCIPAL  RISKs:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Investment Grade Fund:

CREDIT  RISk:  This is the risk that an  issuer  of bonds  will be unable to pay
interest or  principal  when due. The prices of bonds are affected by the credit
quality of the issuer.  High yield bonds are subject to greater credit risk than
higher  quality  bonds  because  the  companies  that  issue  them  are  not  as
financially  strong as companies with investment  grade ratings.  Changes in the
financial condition of an issuer,  changes in general economic  conditions,  and
changes in specific economic  conditions that affect a particular type of issuer
can impact the credit quality of an issuer.  Such changes may weaken an issuer's
ability to make  payments of principal or interest,  or cause an issuer of bonds
to fail to make timely  payments of interest or  principal.  Lower quality bonds
generally  tend to be more sensitive to these changes than higher quality bonds,
but BBB-rated bonds may have speculative  characteristics  as well. While credit
ratings may be available to assist in  evaluating  an issuer's  credit  quality,
they may not  accurately  predict an issuer's  ability to make timely payment of
principal and interest.

INTEREST  RATE  RISK:  The  market  value of a bond is  affected  by  changes in
interest  rates.  When interest rates rise, the market value of a bond declines,
and when interest rates decline, the market value of a bond increases. The price
volatility of a bond also depends on its maturity and duration.  Generally,  the
longer the  maturity  and  duration of a bond,  the greater its  sensitivity  to
interest rates. To compensate  investors for this higher risk, bonds with longer
maturities and durations  generally  offer higher yields than bonds with shorter
maturities and durations.

LIQUIDITY  RISK:  High yield bonds tend to be less  liquid  than higher  quality
bonds,  meaning that it may be difficult to sell high yield bonds at  reasonable
prices,  particularly  if  there is a  deterioration  in the  economy  or in the
financial  prospects  of their  issuers.  As a result,  the prices of high yield
bonds may be subject to wide price fluctuations due to liquidity concerns.

FOREIGN ISSUERS RISK: Foreign  investments  involve additional risks,  including
currency fluctuations, political instability, government regulation, unfavorable
political or legal developments,  differences in financial reporting  standards,
and less stringent regulation of foreign securities markets.


                                       40
<PAGE>


                            TARGET MATURITY 2007 FUND

                                    OVERVIEW

OBJECTIVE:   The Fund  seeks a  predictable  compounded  investment  return  for
             investors  who hold their Fund  shares  until the Fund's  maturity,
             consistent with preservation of capital.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund primarily invests in non-callable zero coupon bonds issued
             or   guaranteed   by  the  U.S.   government,   its   agencies   or
             instrumentalities,  that mature on or around the  maturity  date of
             the Fund. The Fund will mature and terminate at the end of the year
             2007. The Fund generally  follows a buy and hold strategy,  but may
             sell an  investment  when the Fund  identifies  an  opportunity  to
             increase its yield or it needs cash to meet redemptions.

PRIMARY
RISKS:       If an investment in the Fund is sold prior to the Fund's  maturity,
             there is  substantial  interest rate risk.  Like other bonds,  zero
             coupon  bonds are  sensitive  to changes in  interest  rates.  When
             interest  rates  rise,  they tend to  decline  in  price,  and when
             interest  rates fall,  they tend to increase in price.  Zero coupon
             bonds are more  interest  rate  sensitive  than other bonds because
             zero  coupon  bonds pay no interest  to their  holders  until their
             maturities.  This means that the market prices of zero coupon bonds
             will  fluctuate  far more  than  those of bonds  that pay  interest
             periodically.  Accordingly,  the value of an investment in the Fund
             will go up and down,  which  means that you could lose money if you
             liquidate your investment in the Fund prior to the Fund's maturity.

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

                How has the Target Maturity 2007 Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the performance of the Fund's shares from year to
year over the life of the Fund. The bar chart does not reflect fees and expenses
that may be deducted by the variable annuity contract or variable life insurance
policy  through which you invest.  If they were  included,  the returns would be
less than those shown.


                                       41
<PAGE>


The chart below contains the following plot points:

   TARGET 2007

1996      -2.16%
1997      13.38%
1998      14.97%
1999      -9.39%

During  the  periods  shown,  the  highest  quarterly  return was 9.99% (for the
quarter ended September 30, 1998),  and the lowest  quarterly  return was -7.84%
(for the quarter ended March 31,  1996).  The Fund's past  performance  does not
necessarily indicate how the Fund will perform in the future.

The  following  table shows how the average  annual total returns for the Target
Maturity 2007 Fund's shares compare to those of the Salomon Brothers  Government
Index ("SB Government Index") as of December 31, 1999. The Fund sells its shares
solely to a variable  annuity  subaccount at net asset value. The average annual
total  returns  shown for the Fund's  shares do not reflect the fees and charges
that an  individual  would pay in  connection  with an  investment in a variable
annuity  contract.  The SB Government Index is a market  capitalization-weighted
index that  consists of debt  issued by the U.S.  Treasury  and U.S.  Government
sponsored agencies.  The SB Government Index does not take into account fees and
expenses  that an  investor  would  incur in holding  the  securities  in the SB
Government Index. If it did so, the returns would be lower than those shown.


                                       42
<PAGE>


                                                     Inception
                                    1 Year*          (4/26/95)

Target  Maturity 2007 Fund            (9.39)%        7.72%
SB Government  Index                  (2.23)%        6.67%**
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 4/30/95 to 12/31/99.


                               THE FUND IN DETAIL

     What are the Target Maturity 2007 Fund's  objective,  principal  investment
strategies, and principal risks?

OBJECTIVE:   The Fund  seeks a  predictable  compounded  investment  return  for
             investors  who hold their Fund  shares  until the Fund's  maturity,
             consistent with preservation of capital.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in zero coupon  securities.  The vast majority of the Fund's  investments
consists of  non-callable,  zero coupon bonds issued or  guaranteed  by the U.S.
government,  its  agencies  or  instrumentalities  that  mature on or around the
maturity date of the Fund (December 31, 2007).  Zero coupon  securities are debt
obligations  that do not entitle  holders to any  periodic  payments of interest
prior to maturity and  therefore  are issued and traded at discounts  from their
face values.  Zero coupon  securities  may be created by separating the interest
and  principal  components  of  securities  issued  or  guaranteed  by the  U.S.
government  or one of its  agencies or  instrumentalities,  or issued by private
corporate  issuers.  The  discounts  from  face  values  at  which  zero  coupon
securities are purchased  varies depending on the time remaining until maturity,
prevailing  interest  rates,  and the  liquidity  of the  security.  Because the
discounts  from  face  values  are  known at the time of  investment,  investors
intending to hold zero coupon  securities until maturity know the value of their
investment  return at the time of  investment,  assuming full payment is made by
the issuer upon maturity.

The Fund  seeks  zero  coupon  bonds  that will  mature  on or about the  Fund's
maturity  date.  As the Fund's zero coupon bonds  mature,  the proceeds  will be
invested in short-term U.S. government securities.  The Fund generally follows a
buy and hold  strategy  consistent  with  attempting  to  provide a  predictable
compounded  investment return for investors who hold their Fund shares until the
Fund's  maturity.  On the  Fund's  maturity  date,  the  Fund's  assets  will be
converted to cash and distributed,  or reinvested in another Fund of Life Series
Fund, at your choice.

Although the Fund generally  follows a buy and hold strategy,  the Fund may sell
an investment  when the Fund  identifies an opportunity to increase its yield or
it needs cash to meet  redemptions.  Information on the Fund's recent strategies
and holdings can be found in the most recent annual report (see back cover).


                                       43
<PAGE>


PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Target Maturity 2007 Fund:

INTEREST  RATE  RISK:  The  market  value of a bond is  affected  by  changes in
interest  rates.  When interest rates rise, the market value of a bond declines,
and when interest rates decline, the market value of a bond increases. The price
volatility of a bond also depends on its maturity and duration.  Generally,  the
longer the  maturity  and  duration of a bond,  the greater its  sensitivity  to
interest rates.

The market prices of zero coupon securities are generally more volatile than the
market prices of securities paying interest periodically and, accordingly,  will
fluctuate  far more in  response  to  changes  in  interest  rates than those of
non-zero coupon  securities  having similar  maturities and yields. As a result,
the net asset  value of shares of the Fund may  fluctuate  over a greater  range
than  shares  of other  funds  that  invest  in  securities  that  have  similar
maturities and yields but that make current distributions of interest.


                                       44
<PAGE>


                            TARGET MATURITY 2010 FUND

                                    OVERVIEW

OBJECTIVE:   The Fund  seeks a  predictable  compounded  investment  return  for
             investors  who hold their Fund  shares  until the Fund's  maturity,
             consistent with preservation of capital.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund primarily  invests in non-callable  zero coupon bonds that
             mature on or around the maturity date of the Fund and are issued or
             guaranteed   by   the   U.S.    government,    its   agencies   and
             instrumentalities. The Fund will mature and terminate at the end of
             the year 2010. The Fund generally  follows a buy and hold strategy,
             but may sell an investment  when the Fund identifies an opportunity
             to increase its yield or to meet redemptions.

PRIMARY
RISKS:       If an investment in the Fund is sold prior to the Fund's  maturity,
             there is  substantial  interest rate risk.  Like other bonds,  zero
             coupon  bonds are  sensitive  to changes in  interest  rates.  When
             interest  rates  rise,  they tend to  decline  in  price,  and when
             interest  rates fall,  they tend to increase in price.  Zero coupon
             bonds are more  interest  rate  sensitive  than other bonds because
             zero  coupon  bonds pay no interest  to their  holders  until their
             maturities.  This means that the market prices of zero coupon bonds
             will  fluctuate  far more  than  those of bonds  that pay  interest
             periodically.  Accordingly,  the value of an investment in the Fund
             will go up and down,  which  means that you could lose money if you
             liquidate your investment in the Fund prior to the Fund's maturity.

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

                How has the Target Maturity 2010 Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the performance of the Fund's shares from year to
year over the life of the Fund. The bar chart does not reflect fees and expenses
that may be deducted by the variable annuity contract or variable life insurance
policy  through which you invest.  If they were  included,  the returns would be
less than those shown.


                                       45
<PAGE>


The chart below contains the following plot points:

TARGET 2010

1997      15.86%
1998      14.36%
1999     -11.73%


During the  periods  shown,  the  highest  quarterly  return was 10.25% (for the
quarter ended September 30, 1998),  and the lowest  quarterly  return was -5.02%
(for the quarter ended March 31,  1999).  The Fund's past  performance  does not
necessarily indicate how the Fund will perform in the future.

The  following  table shows how the average  annual total returns for the Target
Maturity 2010 Fund's shares compare to those of the Salomon Brothers  Government
Index ("SB Government Index") as of December 31, 1999. The Fund sells its shares
solely to a variable  annuity  subaccount at net asset value. The average annual
total  returns  shown for the Fund's  shares do not reflect the fees and charges
that an  individual  would pay in  connection  with an  investment in a variable
annuity  contract.  The SB Government Index is a market  capitalization-weighted
index that  consists of debt  issued by the U.S.  Treasury  and U.S.  Government
sponsored agencies.  The SB Government Index does not take into account fees and
expenses  that an  investor  would  incur in holding  the  securities  in the SB
Government Index. If it did so, the returns would be lower than those shown.


                                       46
<PAGE>


                                                     Inception
                                    1 Year*          (4/30/96)

Target  Maturity 2010 Fund         (11.73)%          7.53%
SB Government  Index                (2.23)%          6.21%**
*  The annual returns are based upon calendar years.
** The average annual total return shown is for the period 4/30/96 to 12/31/99.

                               THE FUND IN DETAIL

     What are the Target Maturity 2010 Fund's  objective,  principal  investment
strategies, and principal risks?

OBJECTIVE:   The Fund  seeks a  predictable  compounded  investment  return  for
             investors  who hold their Fund  shares  until the Fund's  maturity,
             consistent with preservation of capital.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in zero coupon  securities.  The vast majority of the Fund's  investments
consists  of  non-callable,  zero  coupon  bonds  that  mature on or around  the
maturity date of the Fund and are direct obligations of the U.S. Treasury.  Zero
coupon  securities  are debt  obligations  that do not  entitle  holders  to any
periodic  payments of interest  prior to maturity and  therefore  are issued and
traded at  discounts  from their face  values.  Zero  coupon  securities  may be
created by separating the interest and principal components of securities issued
or   guaranteed   by  the   U.S.   government   or  one  of  its   agencies   or
instrumentalities,  or issued by private corporate  issuers.  The discounts from
face values at which zero coupon  securities are purchased  varies  depending on
the time remaining until maturity,  prevailing interest rates, and the liquidity
of the security. Because the discounts from face values are known at the time of
investment,  investors  intending to hold zero coupon  securities until maturity
know the value of their  investment  return at the time of investment,  assuming
full payment is made by the issuer upon maturity.

The Fund  seeks  zero  coupon  bonds  that will  mature  on or about the  Fund's
maturity  date.  As the Fund's zero coupon bonds  mature,  the proceeds  will be
invested in short term U.S. government securities.  The Fund generally follows a
buy and hold  strategy  consistent  with  attempting  to  provide a  predictable
compounded  investment return for investors who hold their Fund shares until the
Fund's  maturity.  On the  Fund's  maturity  date,  the  Fund's  assets  will be
converted to cash and distributed,  or reinvested in another Fund of Life Series
Fund, at your choice.

Although the Fund generally  follows a buy and hold strategy,  the Fund may sell
an investment  when the Fund  identifies an opportunity to increase its yield or
it needs cash to meet  redemptions.  Information on the Fund's recent strategies
and holdings can be found in the most recent annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Target Maturity 2010 Fund:


                                       47
<PAGE>


INTEREST  RATE  RISK:  The  market  value of a bond is  affected  by  changes in
interest  rates.  When interest rates rise, the market value of a bond declines,
and when interest rates decline, the market value of a bond increases. The price
volatility of a bond also depends on its maturity and duration.  Generally,  the
longer the  maturity  and  duration of a bond,  the greater its  sensitivity  to
interest rates.

The market prices of zero coupon securities are generally more volatile than the
market prices of securities paying interest periodically and, accordingly,  will
fluctuate  far more in  response  to  changes  in  interest  rates than those of
non-zero coupon  securities  having similar  maturities and yields. As a result,
the net asset  value of shares of the Fund may  fluctuate  over a greater  range
than  shares  of other  funds  that  invest  in  securities  that  have  similar
maturities and yields but that make current distributions of interest.


                                       48
<PAGE>


                            TARGET MATURITY 2015 FUND

                                    OVERVIEW

OBJECTIVE:   The Fund  seeks a  predictable  compounded  investment  return  for
             investors  who hold their Fund  shares  until the Fund's  maturity,
             consistent with the preservation of capital.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund primarily  invests in non-callable  zero coupon bonds that
             mature on or around the maturity date of the Fund and are issued or
             guaranteed   by   the   U.S.    government,    its   agencies   and
             instrumentalities. The Fund will mature and terminate at the end of
             the year 2015. The Fund generally  follows a buy and hold strategy,
             but may sell an investment  when the Fund identifies an opportunity
             to increase its yield or to meet redemptions.

PRIMARY
RISKS:       If an investment in the Fund is sold prior to the Fund's  maturity,
             there is  substantial  interest rate risk.  Like other bonds,  zero
             coupon  bonds are  sensitive  to changes in  interest  rates.  When
             interest  rates  rise,  they tend to  decline  in  price,  and when
             interest  rates fall,  they tend to increase in price.  Zero coupon
             bonds are more  interest  rate  sensitive  than other bonds because
             zero  coupon  bonds pay no interest  to their  holders  until their
             maturities.  This means that the market prices of zero coupon bonds
             will  fluctuate  far more  than  those of bonds  that pay  interest
             periodically.  Accordingly,  the value of an investment in the Fund
             will go up and down,  which  means that you could lose money if you
             liquidate your investment in the Fund prior to the Fund's maturity.

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

                             What about performance?

Because the Fund  commenced  operations  on November 8, 1999,  as of the date of
this  prospectus,  it did  not  have  a full  year  of  performance  information
available.

                               THE FUND IN DETAIL

     What are the Target Maturity 2015 Fund's  objective,  principal  investment
strategies, and principal risks?

OBJECTIVE:   The Fund  seeks a  predictable  compounded  investment  return  for
             investors  who hold their Fund  shares  until the Fund's  maturity,
             consistent with the preservation of capital.


                                       49
<PAGE>


PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in zero coupon  securities.  The vast majority of the Fund's  investments
consists  of  non-callable,  zero  coupon  bonds  that  mature on or around  the
maturity date of the Fund and are direct obligations of the U.S. Treasury.  Zero
coupon  securities  are debt  obligations  that do not  entitle  holders  to any
periodic  payments of interest  prior to maturity and  therefore  are issued and
traded at  discounts  from their face  values.  Zero  coupon  securities  may be
created by separating the interest and principal components of securities issued
or   guaranteed   by  the   U.S.   government   or  one  of  its   agencies   or
instrumentalities,  or issued by private corporate  issuers.  The discounts from
face values at which zero coupon  securities are purchased vary depending on the
times remaining until maturities,  prevailing  interest rates, and the liquidity
of the securities.  Because the discounts from face values are known at the time
of investment, investors intending to hold zero coupon securities until maturity
know the value of their  investment  return at the time of investment,  assuming
full payment is made by the issuer upon maturity.

The Fund  seeks  zero  coupon  bonds  that will  mature  on or about the  Fund's
maturity  date.  As the Fund's zero coupon bonds  mature,  the proceeds  will be
invested in short term U.S. government securities.  The Fund generally follows a
buy and hold  strategy  consistent  with  attempting  to  provide a  predictable
compounded  investment return for investors who hold their Fund shares until the
Fund's  maturity.  On the  Fund's  maturity  date,  the  Fund's  assets  will be
converted to cash and distributed,  or reinvested in another Fund of Life Series
Fund, at your choice.

Although the Fund generally  follows a buy and hold strategy,  the Fund may sell
an investment  when the Fund  identifies an opportunity to increase its yield or
it needs cash to meet  redemptions.  Information on the Fund's recent strategies
and holdings can be found in the most recent annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Target Maturity 2015 Fund:

INTEREST  RATE  RISK:  The  market  value of a bond is  affected  by  changes in
interest  rates.  When interest rates rise, the market value of a bond declines,
and when interest rates decline, the market value of a bond increases. The price
volatility of a bond also depends on its maturity and duration.  Generally,  the
longer the  maturity  and  duration of a bond,  the greater its  sensitivity  to
interest rates.

The market prices of zero coupon securities are generally more volatile than the
market prices of securities paying interest periodically and, accordingly,  will
fluctuate  far more in  response  to  changes  in  interest  rates than those of
non-zero coupon  securities  having similar  maturities and yields. As a result,
the net asset  value of shares of the Fund may  fluctuate  over a greater  range
than  shares  of other  funds  that  invest  in  securities  that  have  similar
maturities and yields but that make current distributions of interest.


                                       50
<PAGE>


                              UTILITIES INCOME FUND

                                    OVERVIEW

OBJECTIVES:  The Fund  primarily  seeks  high  current  income  and  secondarily
             long-term capital appreciation.

PRIMARY
INVESTMENT
STRATEGIES:  The Fund concentrates its investments in stocks of public utilities
             companies  ("utilities  stocks").  The Fund  attempts to  diversify
             across all sectors of the utilities industry (i.e., electric,  gas,
             telecommunications  and  water),  but  from  time  to  time it will
             emphasize  one or more sectors based on the outlook for the various
             sectors. While the Fund primarily invests in U.S. companies, it may
             invest in stocks of foreign utilities companies.

PRIMARY
RISKS:       While  utilities  stocks tend to be regarded as less  volatile than
             other stocks,  like all stocks they  fluctuate in value in response
             to movements in the overall  securities  markets,  general economic
             conditions,  and changes in interest  rates or investor  sentiment.
             Because the Fund  concentrates  its investments in public utilities
             stocks,  the value of its shares will be  particularly  affected by
             events that impact on the  utilities  industry,  such as changes in
             public  utilities  regulation,  changes in weather,  and changes in
             interest  rates.   Stocks  of  foreign  utilities  companies  carry
             additional  risks  including   currency   fluctuations,   political
             instability,  government regulation, unfavorable political or legal
             developments, differences in financial reporting standards and less
             stringent  regulation of foreign securities  markets. An investment
             in the Fund  could  decline  in value even if the market as a whole
             does well. Accordingly, the value of an investment in the Fund will
             go up and down, which means that you could lose money.

             An  investment in the Fund is not a bank deposit and is not insured
             or guaranteed by the Federal Deposit  Insurance  Corporation or any
             other government agency.

                  How has the Utilities Income Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the  performance  of the Utilities  Income Fund's
shares  from  year to year over the life of the  Fund.  The bar  chart  does not
reflect fees and expenses that may be deducted by the variable  annuity contract
or  variable  life  insurance  policy  through  which you  invest.  If they were
included, the returns would be less than those shown.


                                       51
<PAGE>


The chart below contains the following plot points:

UTILITIES INCOME

1994      -7.24%
1995      30.26%
1996       9.57%
1997      25.07%
1998      12.58%
1999      17.41%

During the  periods  shown,  the  highest  quarterly  return was 12.86% (for the
quarter ended  December 31, 1999),  and the lowest  quarterly  return was -6.74%
(for the quarter ended March 31,  1994).  The Fund's past  performance  does not
necessarily indicate how the Fund will perform in the future.

The following table shows how the average annual total returns for the Utilities
Income  Fund's  shares  compare to those of the Standard & Poor's 500  Composite
Stock Price Index ("S&P 500 Index") and the Standard and Poor's  Utilities Index
("S&P  Utilities  Index") as of  December  31,  1999.  The Fund sells its shares
solely to variable  annuity and/or  variable life  insurance  subaccounts at net
asset value. The average annual total returns shown for the Fund's shares do not
reflect the fees and charges that an individual  would pay in connection with an
investment in a variable annuity contract or variable life insurance policy. The
S&P 500 Index is an unmanaged index consisting of the stocks of large-sized U.S.
and foreign  companies.  The S&P  Utilities  Index is a  capitalization-weighted
index of 41 stocks designed to measure the  performance of the utilities  sector
of the S&P 500 Index.  The Indexes do not take into  account  fees and  expenses
that an investor would incur in holding the  securities in the Indexes.  If they
did so, the returns would be lower than those shown.


                                       52
<PAGE>


                                                                       Inception
                                    1 Year*         5 Years*          (11/15/93)

Utilities Income
  Fund                              17.41%          18.73%             13.52%
S&P 500 Index                       21.04%          28.51%             23.16%
S&P Utilities Index                 (8.89)%         13.84%              9.67%
*The annual returns are based upon calendar years.

                               THE FUND IN DETAIL

      What are the Utilities  Income  Fund's  objectives,  principal  investment
strategies, and principal risks?

OBJECTIVES:  The Fund  primarily  seeks  high  current  income  and  secondarily
             long-term capital appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in stocks  (including not only common stocks,  but also preferred stocks)
and securities  convertible into stocks of companies in the utilities  industry.
These are  securities  of  companies  which are  primarily  engaged in owning or
operating   facilities   used   to   provide   electricity,    gas,   water   or
telecommunications (including telephone, telegraph and satellite, but not public
broadcasting  or cable  television).  While the Fund  primarily  invests in U.S.
companies,  it may invest in stocks of foreign utilities  companies.  The Fund's
investments in foreign utilities  companies are generally limited to stocks that
are dollar-denominated and traded in the U.S.

While the Fund  attempts  to  diversify  across all  utilities  sectors,  it may
emphasize a particular  sector based on that sector's  yield,  price to earnings
ratio,  economic  trends,  and  the  regulatory  environment.  The  Fund  uses a
"top-down" approach to selecting  investments.  This means that it first decides
on how much of its assets to allocate to each sector of the utilities market and
then  identifies  potential  investments  for each  sector  through  fundamental
research and analysis.

In selecting  securities,  the Fund will consider a stock's dividend  potential,
its price to earnings ratio,  the company's  management,  the company's ratio of
international  to  domestic  earnings,  the  company's  future  strategies,  and
external factors such as demographics  and mergers and  acquisitions  prospects.
The  Fund  typically  sells a  security  when  its  issuer  shows  deteriorating
fundamentals,  it falls short of the manager's expectations or there is a change
in economic trends. Information on the Fund's recent strategies and holdings can
be found in the most recent annual report (see back cover).

PRINCIPAL  RISKS:  Any  investment  carries  with  it some  level  of  risk.  An
investment  offering greater  potential rewards generally carries greater risks.
Here are the principal risks of investing in the Utilities Income Fund:

MARKET RISK:  Because this Fund invests in stocks, it is subject to stock market
risk.  Stock prices in general may decline over short or even  extended  periods
not only because of company-specific  developments,  but also due to an economic


                                       53
<PAGE>


downturn,  a change  in  interest  rates,  or a change  in  investor  sentiment,
regardless  of the  success or failure of an  individual  company's  operations.
Stock  markets tend to run in cycles with  periods when prices  generally go up,
known as "bull"  markets,  and  periods  when stock  prices  generally  go down,
referred to as "bear" markets.  While utilities stocks have long been thought of
as being less  volatile  than other  stocks,  like all stocks they  fluctuate in
value.  As the  utilities  industry has begun to  deregulate  and earnings  have
become less predictable,  utilities stocks have begun to have price fluctuations
which are more like other stocks.

INDUSTRY  CONCENTRATION  RISK:  Because the Fund concentrates its investments in
public utilities companies,  the value of its shares will be especially affected
by  events  that are  peculiar  to or have a  greater  impact  on the  utilities
industry.   Utilities   companies,   especially   electric  and  gas  and  other
energy-related  utilities companies,  have historically been subject to the risk
of increases in fuel and other operating costs,  changes in national or regional
weather  patterns,  changes in interest  rates,  changes in applicable  laws and
regulations, and costs and operating constraints associated with compliance with
environmental regulations.  Utilities stocks therefore may decline in value even
if the overall market is doing well.

SECTOR CONCENTRATION RISK: Because the Fund may concentrate its portfolio in one
sector of the utilities industry, its share value could decline if one sector of
the utilities industry does poorly even if the industry does well as a whole.

DEREGULATION/COMPETITION  RISK:  Regulatory  changes in the United  States  have
increasingly  allowed  utilities  companies  to provide  services  and  products
outside their  traditional  geographical  areas and lines of business,  creating
competitors  and new  areas  of  competition.  As a  result,  certain  utilities
companies earn more than their  traditional,  regulated  rates of return,  while
others are forced to defend their core  business from  competition  and are less
profitable.  Some  utilities  companies  may not be able to recover the costs of
facilities built or acquired prior to the date of deregulation. This is known as
the "stranded assets" problem.

INTEREST RATE RISK:  Utilities  stocks tend to be more  interest rate  sensitive
than other stocks. As interest rates increase,  utilities stocks tend to decline
in value.

FOREIGN ISSUERS RISK:  Stock of foreign  utilities  companies  carry  additional
risks,  including  currency  fluctuations,   political  instability,  government
regulation,   unfavorable  political  or  legal  developments,   differences  in
financial  reporting  standards,   and  less  stringent  regulation  of  foreign
securities markets.


                                       54
<PAGE>


                                 FUND MANAGEMENT

First Investors Management Company,  Inc. ("FIMCO") is the investment adviser to
each of the Funds in the Life Series Fund.  Its address is 95 Wall  Street,  New
York, NY 10005. It currently is investment  adviser to 48 mutual funds or series
of funds with total net assets of over $5 billion.  Except as noted below, FIMCO
supervises  all aspects of each Fund's  operations  and  determines  each Fund's
portfolio  transactions.  For the fiscal year ended  December  31,  1999,  FIMCO
received  advisory  fees as follows:  0.75% of average daily net assets for Blue
Chip Fund; 0.60% of average daily net assets, net of waiver, for Cash Management
Fund;  0.75% of average  daily net assets for Discovery  Fund;  0.75% of average
daily net assets for Focused Equity Fund; 0.60% of average daily net assets, net
of waiver,  for  Government  Fund;  0.75% of average daily net assets for Growth
Fund;  0.75% of average  daily net assets for High Yield Fund;  0.75% of average
daily net assets for  International  Securities Fund; 0.60% of average daily net
assets,  net of waiver,  for Investment  Grade Fund;  0.60% of average daily net
assets, net of waiver, for Target Maturity 2007 Fund; 0.60% of average daily net
assets, net of waiver, for Target Maturity 2010 Fund; 0.60% of average daily net
assets, net of waiver, for Target Maturity 2015 Fund; and 0.60% of average daily
net assets,  net of waiver,  for Utilities  Income Fund. The gross advisory fees
(fees  before any  applicable  waivers)  are set forth in the  Separate  Account
prospectus which is attached to this prospectus.

Dennis T. Fitzpatrick serves as Co-Portfolio  Manager of the Blue Chip Fund. Mr.
Fitzpatrick also serves as Co-Portfolio Manager to certain other First Investors
Funds. Mr. Fitzpatrick has been a member of FIMCO's  investment  management team
since 1995. During 1995, Mr. Fitzpatrick was a Regional Surety Manager at United
States  Fidelity &  Guaranty  Co.  From 1988 to 1995,  he was  Northeast  Surety
Manager at American International Group.

Andrew Wedeck serves as  Co-Portfolio  Manager of the Blue Chip Fund. Mr. Wedeck
also serves as Co-Portfolio Manager to certain other First Investors Funds. From
April  1999 to  November  1999,  Mr.  Wedeck  was a  Research  Analyst at Cramer
Rosenthal  McGlynn.  From April 1998 to March  1999,  Mr.  Wedeck was a personal
money  management  consultant for family  members.  From 1995 to March 1998, Mr.
Wedeck was an Equity Analyst at Stechler & Company.

Clark D. Wagner serves as Portfolio  Manager of Government Fund, Target Maturity
2007 Fund,  Target  Maturity  2010  Fund,  and Target  Maturity  2015 Fund,  and
Co-Portfolio  Manager of  Investment  Grade  Fund.  Mr.  Wagner  also  serves as
Portfolio  Manager of certain other First Investors  Funds.  Mr. Wagner has been
Chief Investment Officer of FIMCO since 1992.

Patricia D. Poitra, Director of Equities,  serves as Co-Portfolio Manager of the
Discovery  Fund.  Ms.  Poitra also serves as Portfolio  Manager of certain other
First  Investors  Funds.  Ms.  Poitra  joined  FIMCO in 1985 as a Senior  Equity
Analyst.

David A. Hanover  serves as  Co-Portfolio  Manager of the  Discovery  Fund.  Mr.
Hanover also serves as  Co-Portfolio  Manager of another First  Investors  Fund.
From 1997 to August  1998,  Mr.  Hanover was a Portfolio  Manager and Analyst at
Heritage Investors  Management  Corporation.  From 1994 to 1996, Mr. Hanover was
Co-Portfolio  Manager and Analyst at Psagot  Mutual  Funds and in 1993 he was an
International  Equity  Investments  Summer  Associate at Howard  Hughes  Medical
Institute.


                                       55
<PAGE>


George V. Ganter serves as  Co-Portfolio  Manager of the Investment  Grade Fund.
Mr. Ganter also serves as Co-Portfolio  Manager to another First Investors Fund.
Mr. Ganter joined FIMCO in 1985 as a Senior Investment Analyst.

Nancy W. Jones  serves as  Portfolio  Manager of the High Yield Fund.  Ms. Jones
also serves as Portfolio  Manager of certain other First  Investors  Funds.  Ms.
Jones joined FIMCO in 1983 as Director of Research in the High Yield Department.

Matthew S. Wright serves as Portfolio  Manager of the Utilities Income Fund. Mr.
Wright also serves as Portfolio  Manager of certain other First Investors Funds.
Mr. Wright joined FIMCO in February 1996 as an Equity Analyst.  From May 1995 to
January 1996,  Mr.  Wright was an Analyst at Fuji Bank.  From June 1994 to April
1995, he was Market Editor of Bloomberg Magazine and from September 1991 to June
1994, he was Editor/Reporter for Bloomberg Business News.

FIMCO and Life Series Fund have  retained  Wellington  Management  Company,  LLP
("WMC")  as  investment  subadviser  to the  Growth  Fund and the  International
Securities Fund. WMC has discretionary  trading authority over all of the assets
of the Growth Fund and the International  Securities Fund, subject to continuing
oversight and supervision by FIMCO and the Board of Directors. WMC is located at
75 State Street,  Boston, MA 02109. 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, 1999, WMC held investment  management authority
with  respect  to  $235.5  billion  of  assets.  Of that  amount,  WMC  acted as
investment  adviser or subadviser to  approximately  60 investment  companies or
series of such companies,  with net assets of  approximately  $170 billion.  The
Growth  Fund is  managed  by WMC's  Growth  Investment  Team,  a group of equity
portfolio  managers  and  senior  investment  professionals.  The  International
Securities Fund is managed by Trond Skramstad,  Senior Vice President of WMC and
Chairman of the firm's Global Equity Strategy Group. Mr. Skramstad joined WMC in
1993.

FIMCO and the Focused  Equity Fund have  retained  Arnhold and S.  Bleichroeder,
Inc. ("ASB") as the Fund's investment subadviser.  ASB has discretionary trading
authority over all of the Focused  Equity Fund's  assets,  subject to continuing
oversight and supervision by FIMCO and the Board of Directors. ASB is located at
1345  Avenue  of the  Americas,  New  York,  NY  10105.  ASB and its  affiliates
currently  provide  investment   advisory  services  to  investment   companies,
institutions  and  private  clients.  As of  December  31,  1999,  ASB  and  its
affiliates held investment management authority with respect to approximately $7
billion of domestic and international assets. The Focused Equity Fund is managed
by Colin G. Morris,  Senior Vice President of ASB, who has been  responsible for
the  management of various ASB clients since January 1993.  Prior to joining ASB
in 1992, Mr. Morris was a partner at Mabon Securities,  with responsibility over
arbitrage investments from 1988 to 1992.


                            BUYING AND SELLING SHARES

                  How and when do the Funds price their shares?

The share price  (which is called "net asset value" or "NAV" per share) for each
Fund is calculated  once each day as of 4 p.m.,  Eastern Time ("E.T."),  on each


                                       56
<PAGE>


day the New York Stock Exchange  ("NYSE") is open for regular trading.  The NYSE
is closed on most national  holidays and Good Friday. In the event that the NYSE
closes early, the share price will be determined as of the time of the closing.

To calculate the NAV, each Fund's assets are valued and totaled, liabilities are
subtracted,  and the  balance,  called net  assets,  is divided by the number of
shares outstanding.

In valuing its assets, each Fund other than Cash Management Fund uses the market
value of securities for which market  quotations or last sale prices are readily
available.  If there are no readily available quotations or last sale prices for
an investment or the available  quotations are considered to be unreliable,  the
securities  will be valued  at their  fair  value as  determined  in good  faith
pursuant to procedures  adopted by the Board of Directors of the Funds. The Cash
Management  Fund values its assets  using the  amortized  cost  method  which is
intended  to permit the Fund to maintain a stable  $1.00 per share.  Because the
International Securities Fund invests in securities that are primarily listed on
foreign  exchanges  that trade on days when the Fund is not open, the NAV of the
Fund's shares may change on days on which you are not able to purchase or redeem
the Fund's shares.

                          How do I buy and sell shares?

Investments in each of the Funds may only be made through  purchases of variable
annuity  contracts or variable life insurance  policies offered by FIL. Purchase
payments for variable annuity  contracts,  less applicable  charges or expenses,
are paid into specified unit investment  trusts,  Separate Account C or Separate
Account D. Variable life insurance policy premiums,  less certain expenses,  are
paid into a unit investment  trust,  Separate  Account B. The Separate  Accounts
pool these proceeds to purchase  shares of a Fund designated by purchases of the
variable annuity contracts or variable life insurance policies.

For  information  about how to buy or sell the variable  annuity  contracts  and
variable life insurance  policies,  see the Separate Account prospectus which is
attached to this  prospectus.  It will  describe not only the process for buying
and selling contracts and policies but also the fees and charges involved.  This
prospectus is not valid unless a Separate Account prospectus is attached hereto.

                                ACCOUNT POLICIES

              What about dividends and capital gain distributions?

The  Separate  Accounts  which own the shares of the  Funds'  will  receive  all
dividends  and  distributions.  As described in the  attached  Separate  Account
prospectus,   all  dividends  and  distributions  are  then  reinvested  by  the
appropriate Separate Account in additional shares of the Fund.

Except for Cash  Management  Fund,  to the extent that they have net  investment
income,  each Fund will declare and pay, on an annual basis,  dividends from net
investment  income.  To the  extent  that  the  Cash  Management  Fund  has  net
investment  income,  the Fund will declare daily and pay monthly  dividends from
net  investment  income.  Each Fund will declare and distribute any net realized


                                       57
<PAGE>


capital gains,  on an annual basis,  usually after the end of each Fund's fiscal
year. Each Fund may make an additional  distribution in any year if necessary to
avoid a Federal excise tax on certain undistributed income and capital gain.

                                What about taxes?

You will not be  subject to taxes as the  result of  purchases  or sales of Fund
shares by the Separate  Account,  or Fund  dividends,  or  distributions  to the
Separate Accounts.  There are tax consequences  associated with investing in the
variable  annuity  contracts and variable  life  insurance  policies.  These are
discussed on the attached Separate Account prospectus.


                                       58
<PAGE>


                              FINANCIAL HIGHLIGHTS

The financial  highlights table is intended to help you understand the financial
performance of each Fund for the past five years.  Certain information  reflects
financial  results  for a single  Fund  share.  The total  returns in the tables
represent the rate that an investor would have earned (or lost) on an investment
in each Fund (assuming  reinvestment  of all dividends and  distributions).  The
information has been audited by Tait, Weller & Baker,  whose report,  along with
the Funds'  financial  statements,  are included in the SAI,  which is available
upon request.


                                       59
<PAGE>



<TABLE>
- ---------------------------------------------------------------------------------------------------------------
                                                    PER SHARE DATA
                          -------------------------------------------------------------------------------------
<CAPTION>
                                                                             Less Distributions
                                      Income from Investment Operations             from
                                    -----------------------------------    ----------------------
                                             Net Realized
                                                      and
                   Net Asset                   Unrealized
                       Value           Net     Gain (Loss)    Total from           Net         Net        Total
Year Ended         Beginning    Investment             on     Investment    Investment    Realized      Distri-
December 31        of Period        Income     Investments    Operations        Income       Gains      butions
- ---------------------------------------------------------------------------------------------------------------

BLUE CHIP
- ---------
<S>                   <C>           <C>         <C>            <C>            <C>          <C>     <C>
1995 . . . . . .      $13.75         $.26        $4.11          $4.37          $.19         $95     $ 1.14
1996 . . . . . .       16.98          .22         3.31           3.53           .25           .49      .74
1997 . . . . . .       19.77          .19         4.88           5.07           .22           .91     1.13
1998 . . . . . .       23.71          .17         4.05           4.22           .19          1.49     1.68
1999 . . . . . .       26.25          .12         6.38           6.50           .18           .43      .61

CASH MANAGEMENT
- ---------------
1995 . . . . . .       $1.00         $.054       $--             $.054         $.054        $--      $ .054
1996 . . . . . .        1.00          .049        --              .049          .049         --        .049
1997 . . . . . .        1.00          .050        --              .050          .050         --        .050
1998 . . . . . .        1.00          .049        --              .049          .049         --        .049
1999 . . . . . .        1.00          .046        --              .046          .046         --        .046

DISCOVERY
- ---------
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
1997 . . . . . .       25.06          .08         3.93           4.01           .14          1.16     1.30
1998 . . . . . .       27.77          .09          .79            .88           .08          1.83     1.91
1999 . . . . . .       26.74         (.06)        7.47           7.41           .09           .10      .19

FOCUSED EQUITY
- --------------
11/08/99* to
12/31/99 . . . .      $10.00        $(.01)        $.26           $.25          $--          $--      $--

</TABLE>

(a)  Annualized.
*  Commencement of operations.
** Based on average shares outstanding during the year.
+  Some or all expenses  have been waived or assumed by the  investment  adviser
   from commencement of operations through December 31, 1999.
++ The effect of fees and charges incurred at the separate account level are not
   reflected in these performance figures.


                                                 60


<PAGE>


<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
                                           RATIOS / SUPPLEMENTAL DATA
     -------------------------------------------------------------------------------------------------------------------


<CAPTION>
                                                                             Ratio to Average Net Assets
                                                    Ratio to Average         Before Expenses Waived or
                                                      Net Assets +                    Assumed
                                                 -----------------------     ---------------------------

    Net Asset                                                           Net                          Net
        Value         Total         Net Assets                   Investment                   Investment     Portfolio
       End of     Return ++      End of Period       Expenses    Income (%)                       Income      Turnover
       Period           (%)      (in millions)            (%)                  Expenses (%)          (%)      Rate (%)
- -------------- -------------- ----------------- -------------- ------------- --------------- ------------ -------------


<S>    <C>         <C>                   <C>        <C>         <C>             <C>            <C>                <C>
       $16.98      34.00                 $67         .86         1.91            N/A             N/A                26
        19.77      21.52                 100         .84         1.39            N/A             N/A                45
        23.71      26.72                 154         .81          .99            N/A             N/A                63
        26.25      18.66                 205         .82          .79            N/A             N/A                91
        32.14      25.32                 275         .81          .45            N/A             N/A                91


        $1.00       5.51                  $4         .60         5.36            1.10            4.86              N/A
         1.00       5.00                   4         .60         4.89            1.11            4.38              N/A
         1.00       5.08                   5         .70         4.97            1.06            4.61              N/A
         1.00       5.02                   7         .70         4.89             .99            4.60              N/A
         1.00       4.67                  10         .70         4.61             .91            4.40              N/A


       $23.27      25.23                 $51         .87          .63            N/A             N/A                78
        25.06      12.48                  71         .85          .63            N/A             N/A                98
        27.77      16.84                 100         .82          .34            N/A             N/A                85
        26.74       3.05                 114         .83          .36            N/A             N/A               121
        33.96      27.97                 148         .83         (.24)           N/A             N/A               109


       $10.25       2.50                  $2        1.59(a)     (1.39)(a)        N/A             N/A                12

</TABLE>


                                                 61
<PAGE>


<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                      PER SHARE DATA
                            --------------------------------------------------------------------------------------------------------

<CAPTION>
                                                  Income from Investment Operations        Less Distributions from
                                                ------------------------------------     ---------------------------


                                                             Net Realized
                                                                      and       Total from         Net
                                 Net Asset          Net        Unrealized       Investment      Invest-            Net         Total
                                     Value       Invest        Gain (Loss       Operations         ment       Realized       Distri-
                               Beginning of        ment                on                        Income          Gains       butions
Year Ended December 31              Period       Income       Investments
- --------------------------- --------------- ------------ ---------------- ---------------- ------------ -------------- -------------

GOVERNMENT
<S>                                 <C>         <C>             <C>             <C>              <C>             <C>          <C>
1995 . . . . . . . . . .             $9.70       $.66            $.78            $1.44            $.62            $--          $.62
1996   . . . . . . . . .             10.52        .68            (.33)             .35             .68             --           .68
1997 . . . . . . . . . .             10.19        .72             .11              .83             .69             --           .69
1998 . . . . . . . . . .             10.33        .66**           .08              .74             .66             --           .66
1999 . . . . . . . . . .             10.41        .61            (.51)             .10             .59             --           .59

GROWTH
1995 . . . . . . . . . .            $16.73       $.18           $3.94            $4.12            $.09           $.29          $.38
1996 . . . . . . . . . .             20.47        .18            4.68             4.86             .18            .59           .77
1997 . . . . . . . . . .             24.56        .15            6.57             6.72             .18           1.86          2.04
1998 . . . . . . . . . .             29.24        .10            7.69             7.79             .15           1.10          1.25
1999 . . . . . . . . . .             35.78        .05            8.97             9.02             .10           1.64          1.74

HIGH YIELD
1995 . . . . . . . . . .            $10.58      $1.00            $.95            $1.95            $.96            $--          $.96
1996 . . . . . . . . . .             11.57       1.02             .35             1.37            1.01             --          1.01
1997 . . . . . . . . . .             11.93        .98             .41             1.39            1.02             --          1.02
1998 . . . . . . . . . .             12.30       1.00            (.62)             .38             .98             --           .98
1999. . . . . . . . . . .            11.70       1.09            (.56)             .53            1.02            .02          1.04

</TABLE>


(a)  Annualized.
*  Commencement of operations.
** Based on average shares outstanding during the year.
+  Some or all expenses  have been waived or assumed by the  investment  adviser
   from commencement of operations through December 31, 1999
++ The effect of fees and charges incurred at the separate account level are not
   reflected in these performance figures.


                                                 62
<PAGE>


<TABLE>
- ------------------------------------------------------------------------------------------------------
                                     RATIOS / SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                    Ratio to Average Net
                                                                       Assets Before
                                              Ratio to Average       Expenses Waived or
                                                Net Assets +              Assumed
                                            --------------------   ----------------------
                             Net Assets                     Net                     Net
    Net Asset                    End of                 Invest-                 Invest-
        Value        Total       Period                    ment                    ment     Portfolio
       End of    Return ++          (in     Expenses     Income     Expenses     Income      Turnover
       Period          (%)    millions)          (%)        (%)          (%)        (%)      Rate (%)
- -------------- ------------ ------------ ------------ ---------- ------------ ---------- -------------

<S>   <C>        <C>               <C>         <C>       <C>        <C>         <C>             <C>
       $10.52     15.63             $10         .40       6.79       .93         6.26            198
        10.19      3.59               9         .60       6.75       .94         6.41            199
        10.33      8.61               9         .60       6.95       .92         6.63            134
        10.41      7.54              11         .70       6.59       .87         6.42            107
         9.92      1.05              11         .76       6.07       .91         5.92             69


       $20.47     25.12             $51         .88       1.11       N/A         N/A              64
        24.56     24.45              79         .85        .92       N/A         N/A              49
        29.24     29.28             128         .82        .64       N/A         N/A              27
        35.78     27.35             187         .82        .34       N/A         N/A              26
        43.06     26.47             262         .81        .14       N/A         N/A              38


       $11.57     19.82             $42         .87       9.86       N/A         N/A              57
        11.93     12.56              49         .85       9.43       N/A         N/A              34
        12.30     12.47              60         .83       8.88       N/A         N/A              40
        11.70      3.15              65         .83       8.93       N/A         N/A              42
        11.19      4.95              68         .82       9.83       N/A         N/A              33

</TABLE>


                                                 63
<PAGE>


<TABLE>

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

<CAPTION>
                                                                                       Less Distributions
                                          Income from Investment Operations                   from
                                          ----------------------------------         ----------------------

                                                          Net Realized
                                                                   and
                                                            Unrealized
                               Net Asset    Net            Gain (Loss)    Total from            Net
                                   Value  Investment                on    Investment     Investment        Net     Total
Year Ended                     Beginning  Income           Investments    Operations         Income   Realized   Distri-
December 31                    of Period                                                                 Gains   butions
- ---------------------------- ------------ ------------- --------------- ------------- -------------- ---------- ----------

INTERNATIONAL SECURITIES
<S>                              <C>          <C>            <C>             <C>          <C>         <C>         <C>
1995 . . . . . . . . . . .        $13.51       $.19           $2.25           $2.44        $.12        $.25        $.37
1996   . . . . . . . . . .         15.58        .18            2.12            2.30         .19         .50         .69
1997 . . . . . . . . . . .         17.19        .18            1.26            1.44         .20        1.52        1.72
1998 . . . . . . . . . . .         16.91        .12            2.87            2.99         .16         .86        1.02
1999 . . . . . . . . . . .         18.88        .15            5.74            5.89         .12         .03         .15

INVESTMENT GRADE
1995 . . . . . . . . . . .        $10.31       $.67           $1.28           $1.95        $.53        $ --        $.53
1996 . . . . . . . . . . .         11.73        .72            (.42)            .30         .67          --         .67
1997 . . . . . . . . . . .         11.36        .74             .31            1.05         .74          --         .74
1998 . . . . . . . . . . .         11.67        .68**           .33            1.01         .71          --         .71
1999 . . . . . . . . . . .         11.97        .69            (.98)           (.29)        .70         .01         .71

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
1997 . . . . . . . . . . .         11.71        .59             .90            1.49         .57          --         .57
1998 . . . . . . . . . . .         12.63        .61            1.20            1.81         .61          --         .61
1999. . . . . . . . . . .          13.83        .66           (1.93)          (1.27)        .62          --         .62

TARGET MATURITY 2010
4/30/96* to 12/31/96 . . .        $10.00      $ .26          $  .90           $1.16        $ --        $ --          --
1997 . . . . . . . . . . .         11.16        .45            1.29            1.74         .20          --         .20
1998 . . . . . . . . . . .         12.70        .51            1.25            1.76         .48         .01         .49
1999 . . . . . . . . . . .         13.97        .65           (2.26)          (1.61)        .51          --         .51

TARGET MATURITY 2015
11/08/99* to 12/31/99 . .         $10.00      $ .04          $ (.53)          $(.49)       $ --        $ --          --

UTILITIES INCOME
1995 . . . . . . . . . . .         $9.19       $.28           $2.46           $2.74        $.19        $ --        $.19
1996 . . . . . . . . . . .         11.74        .32             .78            1.10         .27          --         .27
1997 . . . . . . . . . . .         12.57        .37            2.64            3.01         .36         .27         .63
1998 . . . . . . . . . . .         14.95        .32            1.46            1.78         .35         .55         .90
1999 . . . . . . . . . . .         15.83        .31            2.25            2.56         .33         .51         .84

</TABLE>


(a)  Annualized.
*  Commencement of operations.
** Based on average shares outstanding during the year.
+  Some or all expenses  have been waived or assumed by the  investment  adviser
   from commencement of operations through December 31, 1999.
++ The effect of fees and charges incurred at the separate account level are not
   reflected in these performance figures.


                                                 64
<PAGE>


<TABLE>

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

<CAPTION>

                                                                     Ratio to Average Net
                                                                       Assets Before
                                             Ratio to Average        Expenses Waived or
                                               Net Assets +               Assumed
                                             ----------------        --------------------

                              Net Assets                    Net
    Net Asset                     End of                 Invest-                   Invest
        Value        Total        Period                    ment                     ment     Portfolio
       End of    Return ++           (in     Expenses     Income    Expenses       Income      Turnover
       Period          (%)     millions)          (%)        (%)         (%)          (%)      Rate (%)
- -------------- ------------ ------------- ------------ ---------- ------------- ---------- -------------

<S>   <C>         <C>               <C>        <C>        <C>         <C>         <C>              <C>
       $15.58      18.70             $41        1.02       1.42         N/A         N/A              45
        17.19      15.23              58        1.12       1.25         N/A         N/A              67
        16.91       9.09              74        1.13       1.15         N/A         N/A              71
        18.88      18.18              92        1.15        .75         N/A         N/A             109
        24.62      31.46             127         .98        .76         N/A         N/A             118


       $11.73      19.69             $16         .51       6.80          .91        6.40             26
        11.36       2.84              16         .60       6.47          .88        6.19             19
        11.67       9.81              17         .60       6.54          .87        6.27             41
        11.97       9.15              22         .68       5.97          .84        5.81             60
        10.97      (2.53)             21         .68       6.12          .83        5.97             27


       $12.26      22.60             $10         .04(a)    6.25(a)       .87(a)     5.42(a)          28
        11.71      (2.16)             15         .60       6.05          .82        5.83             13
        12.63      13.38              20         .60       5.91          .82        5.69              1
        13.83      14.97              26         .67       5.18          .83        5.02              1
        11.94      (9.39)             25         .69       5.47          .84        5.32              2


       $11.16      11.60              $2         .60(a)    6.05(a)       .98(a)     5.67(a)           0
        12.70      15.86               5         .60       5.88          .87        5.61             13
        13.97      14.36               9         .67       4.90          .82        4.75              0
        11.85     (11.73)              9         .71       5.48          .86        5.33              9

        $9.51      (4.90)            $ 1        1.38(a)    4.24(a)      1.64(a)     3.98(a)           0


       $11.74      30.26             $15         .41       4.23          .91        3.73             17
        12.57       9.57              24         .60       3.48          .86        3.22             45
        14.95      25.07              34         .67       3.12          .85        2.94             64
        15.83      12.58              50         .73       2.61          .85        2.49            105
        17.55      17.41              70         .65       2.12          .80        1.97             53

</TABLE>


                                                 65
<PAGE>


 [First Investors Logo]

LIFE SERIES FUND
         BLUE CHIP
         CASH MANAGEMENT
         DISCOVERY
         FOCUSED EQUITY
         GOVERNMENT
         GROWTH
         HIGH YIELD
         INTERNATIONAL SECURITIES
         INVESTMENT GRADE
         TARGET MATURITY 2007
         TARGET MATURITY 2010
         TARGET MATURITY 2015
         UTILITIES INCOME

For investors who want more information about the Funds, the following documents
are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about each Fund's investments
is available in the Funds' annual and semi-annual  reports to  shareholders.  In
the Funds' annual  report,  you will find a discussion of the market  conditions
and investment  strategies that  significantly  affected each Fund's performance
during its last fiscal year.

STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information  about  the  Funds  and  is  incorporated  by  reference  into  this
prospectus.

You can get free copies of reports and the SAI,  request other  information  and
discuss your questions about the Funds by contacting the Funds at:

Administrative Data Management Corp.
581 Main Street
Woodbridge, NJ 07095-1198 Telephone: 1-800-423-4026

You can  review  and copy Fund  documents  (including  reports  and SAIs) at the
Public Reference Room of the SEC in Washington,  D.C. You can also obtain copies
of Fund  documents  after paying a duplicating  fee (i) by writing to the Public
Reference Section of the SEC, Washington,  D.C. 20549-0102 or (ii) by electronic
request at  [email protected].  You can obtain  information on the operation of
the Public Reference Room, including  information about duplicating fee charges,
by calling (202)  942-8090.  Text-only  versions of Fund documents can be viewed
online or downloaded  from the EDGAR database on the SEC's  Internet  website at
http://www.sec.gov.

                                       (Investment  Company Act File No.:  First
                                       Investors Life Series Fund 811-4325)

<PAGE>



















                             [FIRST INVESTORS LOGO]

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


<PAGE>

                 FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS

                                  OFFERED BY

                    FIRST INVESTORS LIFE INSURANCE COMPANY


           STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 28, 2000

      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  April 28,  2000,  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 (800) 342-7963.

                               TABLE OF CONTENTS

                                                                  PAGE

      General Description........................................   2
      Services...................................................   2
      Annuity Payments...........................................   3
      Other Information..........................................   4
      Performance Information....................................   5
      Relevance of Financial Statements..........................   9
      Appendices.................................................  10
      Financial Statements.......................................  15













                                       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 thirteen
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 Focused Equity 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,  First Investors Life Target Maturity
2015 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.



      INDEPENDENT  PUBLIC  ACCOUNTANTS.  Tait, Weller & Baker, Eight Penn Center
Plaza,  Philadelphia,  PA 19103,  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.


      UNDERWRITER. First Investors Life and Separate Account D have entered into
an  Underwriting  Agreement with FIC. 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.  For the fiscal years ended  December 31, 1997,  1998 and
1999 FIC received fees of $759,557, $2,492,528, and $2,334,271, respectively, in
connection with the distribution of the Contracts in a continuous offering.

      The  Contracts  are sold by  insurance  agents  licensed to sell  variable
annuities, who are registered representatives of the Underwriter.




                                        2
<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 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 five 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


                                        3
<PAGE>

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
Unit 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
Fund are not reasonably practical or it is not reasonably practical to determine
the  value of the  Fund's  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.  No assignment of a
Contract shall be binding on First  Investors Life unless such  assignment is in
writing and is filed with First Investors Life at its Home Office.







                                       4
<PAGE>


                            PERFORMANCE INFORMATION

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



      The yield for a Subaccount (other than the 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 Subaccount 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 net 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.



      For  a  Subaccount,   other  than  the  Cash  Management  Subaccount,  the
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:

                      1/n
            T=[(ERV/P)   ]-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,  other than the Cash
Management Subaccount, will assume the payment of the applicable CDSC imposed on
a surrender  of purchase  payments  for the  applicable  period,  the payment of
applicable Mortality and Expense Risk and administrative charges of 1.40% ("P"),
and the payment of the $30 annual contract  maintenance charge. Each Subaccount,
other than the Cash  Management  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.


      Average  annual  total  return  and total  return  computed  at the public
offering  price (using the  applicable  CDSC) for the period ended  December 31,
1999 for each  Subaccount,  other than the Cash Management  Subaccount,  are set
forth in the following tables.









                                       5
<PAGE>


AVERAGE ANNUAL TOTAL RETURN(1)

                                                     Life of
                                    One Year       Subaccount(2)
                                    --------       -------------


Blue Chip Subaccount                 14.82%           14.72%
Discovery Subaccount                 17.25%            9.37%
Focused Equity Subaccount               N/A              N/A
Government Subaccount                -7.44%            1.20%
Growth Subaccount                    15.87%           19.29%
High Yield Subaccount                -3.86%            1.59%
International Securities             20.45%           12.55%
Investment Grade Subaccount         -10.73%            0.52%
Target Maturity 2007 Subaccount     -17.01%            0.77%
Target Maturity 2010 Subaccount     -19.16%            0.15%
Target Maturity 2015 Subaccount         N/A              N/A
Utilities Income Subaccount           7.56%           15.61%

TOTAL RETURN(1)

                                                     Life of
                                    One Year       Subaccount(2)
                                    --------       -------------

Blue Chip Subaccount                  14.82%           39.57%
Discovery Subaccount                  17.25%           24.30%
Focused Equity Subaccount                N/A           -4.88%
Government Subaccount                 -7.44%            2.95%
Growth Subaccount                     15.87%           53.44%
High Yield Subaccount                 -3.86%            3.90%
International Securities              20.45%           33.23%
Investment Grade Subaccount          -10.73%            1.27%
Target Maturity 2007 Subaccount      -17.01%            1.88%
Target Maturity 2010 Subaccount      -19.16%            0.36%
Target Maturity 2015 Subaccount          N/A           -7.51%
Utilities Income Subaccount            7.56%           42.20%


      Nonstandardized  average  annual total return and total return may also be
advertised  using  net  asset  value  per  Accumulation  Unit  at the end of the
relevant  base period --- i.e.,  without  deducting  any  applicable  CDSC.  The
calculation will be made using the  standardized  formula except that ending net
asset value per  Accumulation  Unit will be  substituted  for ending  redeemable
value. Any quotation of return not reflecting an applicable CDSC will be greater
than if the CDSC were reflected. Nonstandardized average annual total return and
total return  computed at net asset value for the period ended December 31, 1999
for each Subaccount, other than the Cash Management Subaccount, are set forth in
the following tables.

- --------
(1) Some of the expenses for the underlying Funds were waived or reimbursed from
commencement  of  operations  through  December  31, 1999.  Accordingly,  return
figures  for the  Subaccounts  are  higher  than they  would  have been had such
expenses not been waived or reimbursed.

(2) The inception date for the Subaccounts, except for Focused Equity Subaccount
and Target  Maturity 2015  Subaccount,  is July 28, 1997. The Focused Equity and
Target Maturity 2015 Subaccounts commenced operations on November 8, 1999.

                                        6
<PAGE>


NONSTANDARDIZED AVERAGE ANNUAL TOTAL RETURN(1)


                                                     Life of
                                    One Year     Subaccount(2)
                                    --------     -------------

Blue Chip Subaccount                  23.46%           17.17%
Discovery Subaccount                  26.07%           11.71%
Focused Equity Subaccount                N/A              N/A
Government Subaccount                 -0.47%            3.36%
Growth Subaccount                     24.59%           21.84%
High Yield Subaccount                  3.38%            3.76%
International Securities              29.51%           14.95%
Investment Grade Subaccount           -4.01%            2.67%
Target Maturity 2007 Subaccount      -10.77%            2.92%
Target Maturity 2010 Subaccount      -13.07%            2.29%
Target Maturity 2015 Subaccount          N/A              N/A
Utilities Income Subaccount           15.66%           18.08%

TOTAL RETURN(1)


                                                     Life of
                                    One Year     Subaccount(2)
                                    --------     -------------

Blue Chip Subaccount                  23.46%          46.92%
Discovery Subaccount                  26.07%          30.84%
Focused Equity Subaccount                N/A          -2.28%
Government Subaccount                 -0.47%           8.36%
Growth Subaccount                     24.59%          61.52%
High Yield Subaccount                  3.38%           9.36%
International Securities              29.51%          40.24%
Investment Grade Subaccount           -4.01%           6.60%
Target Maturity 2007 Subaccount      -10.77%           7.24%
Target Maturity 2010 Subaccount      -13.07%           5.64%
Target Maturity 2015 Subaccount          N/A          -0.55%
Utilities Income Subaccount           15.66%          49.68%


      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 a
Fund in order to reduce such 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



- --------------
(1) Some of the expenses for the underlying Funds were waived or reimbursed from
commencement  of  operations  through  December  31, 1999.  Accordingly,  return
figures  for the  Subaccounts  are  higher  than they  would  have been had such
expenses not been waived or reimbursed.

(2) The inception date for the Subaccounts, except for Focused Equity Subaccount
and Target  Maturity 2015  Subaccount,  is July 28, 1997. The Focused Equity and
Target Maturity 2015 Subaccounts commenced operations on November 8, 1999.


                                        7
<PAGE>

tax-deferred  growth.  The 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.








      The  following is an example,  for purposes of  illustration  only, of the
current and effective yield  calculation for the seven day period ended December
31, 1999.



                                        8
<PAGE>

      Dividends per accumulation unit from net investment
      income (seven calendar days ended December 31, 1999)
      (Base Period).................................................$.001026800
      Annualized (365 day basis)*...................................$.053540284
      Average value per accumulation unit for the
      seven calendar days ended December 31, 1999......................$1.00
      Annualized historical yield per accumulation unit for the
      seven calendar days ended December 31, 1999.......................5.35%
      Effective Yield**.................................................5.48%
      Weighted average life to maturity of the
      portfolio on December 31, 1999 was 56 days

      *This  represents  the average of  annualized  net  investment  income per
      accumulation unit for the seven calendar days ended December 31, 1999.

     **Effective Yield=[ (Base Period Return + 1)365/7] -1

      The figures in the above example do not include the CDSC. Accordingly, all
yield  quotations  are  higher  than  they  would  have  been had such CDSC been
included.

      Separate  Account D's Prospectus  and Statement of Additional  Information
may be in use for a full year and,  accordingly,  it can be expected that yields
will fluctuate substantially from the example shown above.

                       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.











                                        9
<PAGE>



















                                  APPENDICES



























                                       10
<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
                         ----- - D
                            C

Where:

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 - .00003836 . =     1.01426438
                                  --------------
                                  8.39000000

                                    EXAMPLE B


                    FORMULA AND ILLUSTRATION FOR DETERMINING
                     ACCUMULATION UNIT VALUE OF A SUBACCOUNT
                              OF SEPARATE ACCOUNT D



Accumulation Unit Value = A x B Where:

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





                                       11
<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                  A
                         --- - (CxD), if    --- is greater than CxD
                          B                  B

Where:


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   -  (116.61488844 x 30)
               ------------
               $1.08353012

            =  18,458.18554633  -  3,498.44665320

            =  14,959.73889313

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


                                       12
<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:

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


                                   EXAMPLE B


                   FORMULA AND ILLUSTRATION FOR DETERMINING
             AMOUNT OF FIRST MONTHLY VARIABLE ANNUITY PAYMENT FROM
                              SEPARATE ACCOUNT D



First Monthly Variable Annuity Payment =    A
                                         -------  x B
                                         $1,000

Where:


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
                                           -------  x $6.40 = $128.00
                                           $1,000



                                       13
<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:
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
                                     -------------  = 116.61488844
                                      $1.09763000

                                    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:

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

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



                                       14
<PAGE>
















                           Financial Statements as of

                                December 31, 1999





















                                       15
<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, 1999 and 1998, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1999.  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,  1999 and 1998,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with generally accepted accounting principles.

                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 18, 2000


<PAGE>



<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                            BALANCE SHEET

                                               ASSETS

                                                                        DECEMBER 31, 1999       DECEMBER 31, 1998
                                                                        -----------------       -----------------

<S>                                                                    <C>                      <C>
Investments (note 2):
  Available-for-sale securities.......................................     $109,081,845            $131,031,939
  Held-to-maturity securities.........................................       31,147,991               5,491,598
  Short term investments..............................................        4,179,510               3,982,209
  Policy loans........................................................       28,640,385              24,961,708
                                                                       ----------------          --------------

     Total investments................................................     173,049,731              165,467,454

Cash .................................................................        (729,147)                 113,094
Premiums and other receivables, net of allowances of
  $30,000 in 1999 and 1998............................................       6,391,696                6,297,635
Accrued investment income.............................................       3,204,950                3,473,067
Deferred policy acquisition costs (note 6)............................      24,607,577               20,873,233
Deferred Federal income taxes (note 7)     ...........................       1,868,000                  473,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $1,169,049 in 1999 and $1,110,857 in 1998...........          57,966                  102,448
Other assets..........................................................         118,396                   82,822
Separate account assets...............................................   1,058,703,230              821,105,059
                                                                       ---------------            -------------

     Total assets.....................................................  $1,267,272,399           $1,017,987,812
                                                                        ==============           ==============


                                LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:

Policyholder account balances (note 6)................................    $123,677,096             $118,786,854
Claims and other contract liabilities.................................      14,870,396               13,934,636
Accounts payable and accrued liabilities..............................       3,573,113                3,796,503
Separate account liabilities..........................................   1,058,229,265              821,105,059
                                                                        --------------            -------------

     Total liabilities................................................   1,200,349,870              957,623,052
                                                                        --------------            -------------

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
Accumulated other comprehensive income (note 2).......................        (908,000)               2,193,000
Retained earnings ....................................................      58,796,186               49,137,417
                                                                      ----------------            -------------

     Total stockholder's equity.......................................      66,922,529               60,364,760
                                                                      ----------------            -------------

     Total liabilities and stockholder's equity.......................  $1,267,272,399           $1,017,987,812
                                                                        ==============           ==============

See accompanying notes to financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                        FIRST INVESTORS LIFE INSURANCE COMPANY

                                         STATEMENT OF INCOME

                                                            YEAR ENDED          YEAR ENDED         YEAR ENDED
                                                         DECEMBER 31, 1999   DECEMBER 31,1998    DECEMBER 31,1997
                                                         -----------------   ----------------    ----------------

<S>                                                           <C>                 <C>               <C>
REVENUES

  Policyholder fees...................................        $26,171,703         $25,393,372       $24,826,454
  Premiums............................................          5,656,183           6,091,731         6,279,137
  Investment income (note 2)..........................         11,049,520          10,501,572        10,259,601
  Realized gain (loss) on investments.................         (1,190,548)            914,891           158,874
  Other income........................................            818,604             893,181           702,644
                                                           --------------       -------------     -------------

     Total income.....................................        42,505,462          43,794,747         42,226,710
                                                            ------------         -----------        -----------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......        10,571,181          13,803,921         14,370,510
  Dividends to policyholders..........................         1,390,300           1,749,579          1,033,663
  Amortization of deferred acquisition costs (note 6).           969,205           1,005,483            663,200
  Commissions and general expenses....................        14,848,007          15,553,605         15,445,888
                                                            ------------         -----------        -----------

     Total benefits and expenses......................        27,778,693          32,112,588         31,513,261
                                                            ------------         ------------       -----------

Income before Federal income tax .....................        14,726,769          11,682,159         10,713,449

Federal income tax (note 7):

  Current.............................................         4,865,000           3,682,000          4,285,000
  Deferred............................................           203,000             265,000           (603,000)
                                                             -----------        ------------        -----------

                                                               5,068,000           3,947,000          3,682,000
                                                            ------------        ------------        -----------


Net Income............................................      $  9,658,769        $  7,735,159        $ 7,031,449
                                                            ============        ============        ===========

Income per share, based on 534,350 shares outstanding
                                                                  $18.08              $14.48             $13.16
                                                            ============       =============        ===========

See accompanying notes to financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                  STATEMENT OF STOCKHOLDER'S EQUITY

                                                           YEAR ENDED           YEAR ENDED         YEAR ENDED
                                                       DECEMBER 31,1999      DECEMBER 31,1998   DECEMBER 31, 1997
                                                       ----------------      ----------------   -----------------

<S>                                                        <C>                  <C>                 <C>
Balance at beginning of year.............................  $60,364,760          $ 52,044,601        $ 44,049,152
                                                           -----------          ------------        ------------
Net income...............................................    9,658,769             7,735,159           7,031,449
Other comprehensive income
  Increase (decrease) in unrealized holding gains on
  available-for-sale securities..........................   (3,101,000)              585,000             964,000
                                                         -------------        --------------      --------------
Comprehensive income.....................................    6,557,769             8,320,159           7,995,449
                                                         -------------        --------------      --------------

Balance at end of year................................... $ 66,922,529          $ 60,364,760        $ 52,044,601
                                                          ============          ============        ============


                                       STATEMENT OF CASH FLOWS

                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED

                                                        DECEMBER 31, 1999   DECEMBER 31, 1998   DECEMBER 31,1997
                                                        -----------------   -----------------   ----------------
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received..........................$  25,827,717         $ 25,010,611       $  24,587,113
     Premiums received...................................    5,931,178            5,433,211           6,088,582
     Amounts received on policyholder accounts...........  124,375,574          132,528,386         125,818,334
     Investment income received..........................   11,726,193           10,630,564          10,263,095
     Other receipts......................................       73,652               91,864              57,287
     Benefits and contract liabilities paid.............. (129,416,853)        (142,124,914)       (138,420,373)
     Commissions and general expenses paid...............  (24,060,176)         (24,138,476)        (20,899,476)
                                                         -------------       --------------      --------------

     Net cash provided by operating activities...........   14,457,285            7,431,246           7,494,562
                                                         --------------      --------------      --------------

  Cash flows from investing activities:

     Proceeds from sale of investment securities.........   47,855,224           42,655,632          38,900,851
     Purchase of investment securities...................  (58,962,363)         (47,605,879)        (44,021,791)
     Purchase of furniture, equipment and other assets...      (13,710)             (79,322)            (62,170)
     Net increase in policy loans........................   (3,678,677)          (3,433,898)         (2,662,162)
     Investment in Separate Account .....................     (500,000)                 100             593,945
                                                         --------------      --------------        ------------

     Net cash used for investing activities..............  (15,299,526)          (8,463,367)         (7,251,327)
                                                         --------------      --------------       -------------

     Net increase (decrease) in cash.....................     (842,241)          (1,032,121)            243,235

Cash

  Beginning of year .....................................      113,094            1,145,215             901,980
                                                         -------------        -------------          ----------
  End of year ...........................................$    (729,147)       $     113,094      $    1,145,215
                                                         =============        =============      ==============

The Company  received a refund of Federal  income tax of $79,000 in 1997 and paid Federal income tax
of $5,075,000 in 1999, $4,400,000 in 1998 and $4,358,000 in 1997.

See accompanying notes to financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                       STATEMENT OF CASH FLOWS

                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DECEMBER 31, 1999   DECEMBER 31, 1998   DECEMBER 31, 1997
                                                        -----------------   -----------------   -----------------

<S>                                                          <C>               <C>                 <C>
Reconciliation of net income to net cash
  provided by operating activities:

         Net income........................................  $ 9,658,769       $ 7,735,159         $ 7,031,449

         Adjustments to reconcile net income to net cash
            provided by operating activities:
            Depreciation and amortization..................       66,281            82,342             117,804
            Amortization of deferred policy acquisition costs    969,205         1,005,483             663,200
            Realized investment (gains) losses.............    1,190,548          (914,891)           (158,874)
            Amortization of premiums and discounts on
              investments..................................      408,556           421,135             280,852
            Deferred Federal income taxes..................      203,000           265,000            (603,000)
            Other items not requiring cash - net...........       25,470              (660)              9,771

         (Increase) decrease in:
            Premiums and other receivables, net............      (94,061)       (1,548,536)           (750,889)
            Accrued investment income......................      268,117          (292,143)           (277,358)
            Deferred policy acquisition costs, exclusive
              of amortization..............................   (3,797,549)       (3,613,000)         (1,866,787)
            Other assets...................................      (43,663)           29,133               9,323

         Increase (decrease) in:
            Policyholder account balances..................    4,890,242         3,505,536           1,985,844
            Claims and other contract liabilities..........      935,760         1,386,540             357,815
            Accounts payable and accrued liabilities.......     (223,390)         (629,852)            695,412
                                                            ------------      ------------        ------------

                                                            $ 14,457,285       $ 7,431,246         $ 7,494,562
                                                            ============       ===========         ===========

See accompanying notes to financial statements.
</TABLE>




<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 over three
to seven years.

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

      HELD-TO-MATURITY SECURITIES

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

      AVAILABLE-FOR-SALE SECURITIES

         Debt  securities  not  classified  as held to maturity  securities  and
         equity  securities are recorded at fair value with unrealized gains and
         losses  excluded  from  earnings  and  reported as  "accumulated  other
         comprehensive income" in stockholder's equity.

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

      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 31,1999     DECEMBER 31, 1998     DECEMBER 31,1997
                                                      ----------------     -----------------     ----------------
<S>                                                        <C>                 <C>                 <C>
Interest on fixed maturities.............................  $ 9,589,859         $ 9,276,036         $ 9,029,979
Interest on short term investments.......................      243,945             226,544             307,656
Interest on policy loans.................................    1,714,441           1,465,497           1,268,834
                                                          ------------       -------------        ------------

     Total investment income.............................   11,548,245          10,968,077          10,606,469
     Investment expense..................................      498,725             466,505             346,868
                                                         --------------      -------------       -------------

Net investment income....................................  $11,049,520        $ 10,501,572        $ 10,259,601
                                                           ===========        ============        ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                              NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  The amortized cost and estimated market values of investments at December 31, 1999 and 1998 are as
follows:
                                                                     GROSS             GROSS           ESTIMATED
                                                AMORTIZED          UNREALIZED        UNREALIZED          MARKET
                                                  COST               GAINS            LOSSES             VALUE
                                                  ----               -----            ------             -----

<S>                                             <C>            <C>               <C>               <C>
AVAILABLE-FOR-SALE SECURITIES
DECEMBER 31, 1999

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies...............................  $ 35,374,157   $           --    $     297,674     $  35,076,483
  Debt Securities issued by
   States of the U.S..........................       984,941               --           78,161           906,780
  Corporate Debt Securities...................    69,097,105          209,641        1,899,219        67,407,527
  Other Debt Securities ......................     5,966,094               --          275,039         5,691,055
                                              --------------    -------------    -------------   ---------------
                                                $111,422,297       $  209,641     $  2,550,093      $109,081,845
                                                ============       ==========     ============      ============

DECEMBER 31,1998

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies............................... $  28,353,391   $    1,703,441      $       912      $ 30,055,920
  Debt Securities issued by
   States of the U.S..........................    13,964,587          261,109            8,696        14,217,000
  Corporate Debt Securities...................    77,938,088        2,148,113          378,682        79,707,519
  Other Debt Securities.......................     6,676,873          374,627               --         7,051,500
                                              --------------    -------------   --------------   ---------------
                                                $126,932,939      $ 4,487,290     $    388,290      $131,031,939
                                                ============      ===========     ============      ============
</TABLE>

   At December  31, 1999 and 1998,  the Company had  "Unrealized  Holding  Gains
(Losses) on Available-For-Sale  Securities" of ($908,000) and $2,193,000, net of
applicable deferred income taxes and amortization of deferred acquisition costs.
The change in the Unrealized  Holding Gains (Losses) of  ($3,101,000),  $585,000
and  $964,000  for  1999,  1998 and  1997,  respectively  is  reported  as other
comprehensive income in stockholders' equity. During the year ended December 31,
1999,  the Company  reclassified  certain  investments  from  Available-For-Sale
securities   to   Held-To-Maturity    securities.   In   connection   with   the
reclassification,  $834,455 of unrealized  gains on such securities are included
in Accumulated Other Comprehensive  Income in Stockholder's  Equity and is being
amortized over the remaining life of the securities as an adjustment to yield.

<TABLE>
<CAPTION>
HELD-TO-MATURITY SECURITIES
DECEMBER 31,1999
<S>                                             <C>               <C>           <C>                <C>

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies*..............................  $  3,336,121      $    68,367   $        7,222     $   3,397,266
  Debt Securities issued by
   States of the U.S..........................    15,578,482               --        1,896,633        13,681,849
  Corporate Debt Securities...................     7,171,138               --          755,842         6,415,296
  Other Debt Securities.......................     5,062,250               --          632,074         4,430,176
                                              --------------   --------------       ----------      ------------
                                               $  31,147,991      $    68,367   $    3,291,771      $ 27,924,587
                                               =============      ===========      ===========      ============

DECEMBER 31,1998

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies*..............................  $  3,381,598      $   223,647      $        --       $ 3,605,245
  Corporate Debt Securities...................     2,000,000          125,400               --         2,125,400
  Other Debt Securities.......................       110,000               --               --           110,000
                                              --------------     ------------        ---------     -------------
                                                $  5,491,598        $ 349,047      $        --       $ 5,840,645
                                                ============        =========      ===========       ===========
</TABLE>

*These securities are on deposit for various state insurance departments and are
therefore restricted as to sale.


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      The  amortized  cost and  estimated  market  value of debt  securities  at
December 31, 1999, 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   $    9,263,507    $    9,067,102
Due after one year through five years.........   3,346,121        3,407,266       23,841,639        23,782,165
Due after five years through ten years........   1,098,443          979,037       41,461,579        40,105,851
Due after ten years...........................  26,603,427       23,438,284       36,855,572        36,126,727
                                              ------------     ------------   ---------------   --------------
                                               $31,147,991      $27,924,587     $111,422,297      $109,081,845
                                               ===========      ===========     ============      ============
</TABLE>

    Proceeds from sales of investments  in fixed  maturities  were  $47,855,224,
$42,655,632 and $38,900,851 in 1999, 1998 and 1997, respectively. Gross gains of
$422,254 and gross losses of  $1,612,802  were  realized on those sales in 1999.
Gross gains of $977,442 and gross losses of $62,551 were realized on those sales
in 1998.  Gross gains of $374,583 and gross losses of $215,709  were realized on
those sales in 1997.

    (d)  RECOGNITION  OF  REVENUE,  POLICYHOLDER  ACCOUNT  BALANCES  AND  POLICY
BENEFITS

        TRADITIONAL ORDINARY LIFE AND HEALTH

           Revenues  from the  traditional  life  insurance  policies  represent
        premiums  that 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.


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    (f)  COMPREHENSIVE  INCOME.  For 1998,  the  Company  adopted  Statement  of
Financial  Accounting Standards No, 130 ("SFAS 130"),  "Reporting  Comprehensive
Income".  SFAS  130  establishes  the  disclosure   requirements  for  reporting
comprehensive  income in an entity's financial  statements.  Total comprehensive
income includes net income and unrealized gains and losses on available-for-sale
securities. Accumulated other comprehensive income, a component of stockholders'
equity,   was   formerly   reported   as   unrealized   gains   and   losses  on
available-for-sale  securities.  There was no impact on previously  reported net
income from the adoption of SFAS 130.

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  maturity  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,
1999,  1998 and 1997,  the Company  charged  operations  approximately  $74,000,
$79,000 and $70,000 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
$478,000 in 1999,  $475,000 in 1998 and $419,000 in 1997. The accrued  liability
of  approximately  $3,406,000 in 1999 and  $3,251,000 in 1998 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. Contributions to this plan were 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  that any reinsurance  company may be unable to meet.
The Company had reinsured  approximately  10% of its net life insurance in force
at December 31, 1999,  1998 and 1997.  The Company also had assumed  reinsurance
amounting to  approximately  19%, 20% and 20% 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.


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    (b) The Company and certain  affiliates share office space,  data processing
facilities and management  personnel.  Charges for these services are based upon
the Company's  proportionate share of: space occupied,  usage of data processing
facilities and time allocated to management. During the years ended December 31,
1999, 1998 and 1997, the Company paid approximately  $1,610,000,  $1,440,000 and
$1,114,000,   respectively,   for  these  services.  In  addition,  the  Company
reimbursed  an  affiliate  approximately  $10,501,000  in 1999,  $10,799,000  in
1998,and  $9,814,000  in  1997  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 $443,000 at December 31, 1999 and $387,000 at December
31, 1998.

    (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.

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, 1999,  1998 and 1997 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
                                           ------------------------------------------   -----------------------------------------
                                                1999          1998            1997           1999           1998         1997
                                           -------------  ------------   ------------   ------------    -----------   -----------
<S>                                          <C>          <C>            <C>           <C>            <C>           <C>

Reported on a statutory basis ...........  $  8,813,513   $  6,191,762   $  5,809,629   $ 45,872,816   $ 37,991,708   $ 32,159,721
                                           ------------   ------------   ------------   ------------   ------------   ------------

Adjustments:
   Deferred policy acquisition costs (b)      2,828,344      2,607,517        351,239     24,607,577     20,873,233     18,446,716
   Future policy benefits (a) ...........      (901,121)    (1,259,673)       133,848     (5,161,385)    (4,260,262)    (3,000,589)
   Deferred income taxes ................      (203,000)      (265,000)       603,000      1,868,000        473,000      1,039,000
   Premiums due and deferred (e) ........       102,955         85,385         84,291     (1,086,477)    (1,189,428)    (1,274,816)
   Cost of collection and other statutory
      liabilities .......................        (4,228)        (6,185)          (924)        25,648         29,874         36,060
   Non-admitted assets ..................          --             --             --          236,793        218,959        224,411
   Asset valuation reserve ..............          --             --             --        2,065,557      1,691,873      1,325,986
   Interest maintenance reserve .........      (192,495)      (223,136)       (55,019)          --          436,803         56,112
   Gross unrealized holding gains on
      available-for-sale securities .....          --             --             --       (1,506,000)     4,099,000      3,032,000
   Net realized capital gains (losses) ..    (1,190,548)       914,891        158,874           --             --             --
   Other ................................       405,349       (310,402)       (53,489)          --             --             --
                                           ------------   ------------   ------------   ------------   ------------   ------------
                                                845,256      1,543,397      1,221,820     21,049,713     22,373,052     19,884,880
                                           ------------   ------------   ------------   ------------   ------------   ------------

In accordance with generally accepted
   accounting principles ................  $  9,658,769   $  7,735,159   $  7,031,449   $ 66,922,529   $ 60,364,760   $ 52,044,601
                                           ============   ============   ============   ============   ============   ============

Per share, based on 534,350 shares
   outstanding ..........................  $      18.08   $      14.48   $      13.16   $     125.24   $     112.97   $      97.40
                                           ============   ============   ============   ============   ============   ============
</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
      1999             1998          OF ISSUE              INTEREST                    MORTALITY TABLE                   WITHDRAWAL
      ----             ----          --------              --------                    ---------------                   ----------
<S>                  <C>           <C>                      <C>            <C>                                           <C>

Non-par:
    $1,314,871       $ 1,458,458   1962-1967                4 1/2%         1955-60 Basic Select plus Ultimate             Linton B
     4,852,177         5,021,949   1968-1988                5 1/2%         1955-60 Basic Select plus Ultimate             Linton B
     2,093,102         2,403,257   1984-1988                7 1/2%         85% of 1965-70 Basic Select                    Modified
                                                                             plus Ultimate                                Linton B
       130,064           116,030   1989-Present             7 1/2%         1975-80 Basic Select plus Ultimate             Linton B
       118,686            63,482   1989-Present             7 1/2%         1975-80 Basic Select plus Ultimate             Actual
        25,240            26,682   1989-Present             8%             1975-80 Basic Select plus Ultimate             Actual
    33,668,196        33,158,902   1985-Present             6%             Accumulation of Funds                          --
Par:
       220,214           216,096   1966-1967                4 1/2%         1955-60 Basic Select plus Ultimate             Linton A
    12,886,598        13,141,191   1968-1988                5 1/2%         1955-60 Basic Select plus Ultimate             Linton A
       956,577           907,950   1981-1984                7 1/4%         90% of 1965-70 Basic Select
                                                                             plus Ultimate                                Linton B
     4,864,140         4,791,142   1983-1988                9 1/2%         80% of 1965-70 Basic Select
                                                                             plus Ultimate                                Linton B
    19,211,131        17,805,284   1990-Present             8%             66% of 1975-80 Basic Select
                                                                             plus Ultimate                                Linton B
Annuities:
    14,360,260        16,075,327   1976-Present             5 1/2%         Accumulation of Funds                          --
Miscellaneous:
    29,724,170        24,418,452   1962-Present             2 1/2%-3 1/2%  1958-CSO                                       None
</TABLE>

- ------------------
* The above  amounts are before  deduction  of deferred  premiums of $748,330 in
1999 and $817,348 in 1998.

    (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 that were used for computing liabilities for future policy benefits.
Amortization  of $969,205 in 1999,  $1,005,483  in 1998 and $663,200 in 1997 was
charged to operations.

    (c)  Participating  business  represented  7.9% and 8.8% of individual  life
insurance in force at December 31, 1999 and 1998, 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 $36,088,375,  $28,207,166 and $22,374,879 at December
31, 1999, 1998 and 1997, 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, 1999 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:

<TABLE>
<CAPTION>
                                                                                           1999                   1998
                                                                                     ------------------    -------------------

<S>                                                                                     <C>                   <C>
Policyholder dividend provision....................................................     $   (471,717)         $      (448,300)
Non-qualified agents' pension plan reserve.........................................       (1,306,579)              (1,262,900)
Deferred policy acquisition costs..................................................        3,535,251                2,956,800
Future policy benefits.............................................................       (3,042,310)              (2,835,100)
Bond discount......................................................................           47,677                   35,900
Unrealized holding gains (losses) on Available-For-Sale Securities.................         (468,000)               1,130,000
Capital loss carryover.............................................................         (100,759)                       -
Other..............................................................................          (61,563)                 (49,400)
                                                                                      ---------------       ------------------
                                                                                      $   (1,868,000)          $     (473,000)
                                                                                      ===============          ===============
</TABLE>

    The currently payable Federal Income tax provision of $4,865,000 for 1999 is
net of a $311,000 Federal tax benefit resulting from a capital loss carryback of
$914,891.
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

         We have  audited  the  statement  of assets  and  liabilities  of First
Investors Life Variable  Annuity Fund D (a separate  account of First  Investors
Life  Insurance  Company,  registered  as a  unit  investment  trust  under  the
Investment  Company  Act of 1940),  as of  December  31,  1999,  and the related
statements of  operations  for the year then ended and changes in net assets for
each of the two years in the period then ended.  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
Variable  Annuity  Fund D as of  December  31,  1999,  and  the  results  of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.

                                            TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 18, 2000


<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1999
<TABLE>
ASSETS
<S>                                                                            <C>
  Investments at net asset value (Note 3):
    First Investors Life Series Fund.....................................      $126,591,909
                                                                               ------------

LIABILITIES
  Payable to First Investors Life Insurance Company......................           377,326
  Other Liabilities......................................................         4,830,365
                                                                               ------------
        Total Liabilities................................................         5,207,691
                                                                               ------------
NET ASSETS...............................................................      $121,384,218
                                                                               ============

Net assets represented by Contracts in accumulation period...............      $121,384,218
                                                                               ============
</TABLE>



See notes to financial statements.


<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                             STATEMENT OF OPERATIONS

                          Year ended December 31, 1999
<TABLE>
<S>                                                                            <C>
INVESTMENT INCOME
  Income:
    Dividends............................................................      $  2,614,423
                                                                               ------------

        Total income.....................................................         2,614,423
                                                                               ------------

  Expenses:
    Mortality and expense risks (Note 4).................................         1,293,708
    Administrative Charges (Note 4)......................................            28,958
                                                                               ------------

        Total expenses...................................................         1,322,666
                                                                               ------------

NET INVESTMENT INCOME....................................................         1,291,757
                                                                               ------------

UNREALIZED APPRECIATION ON INVESTMENTS
  Beginning of period....................................................         5,309,599
  End of period..........................................................        21,700,458
                                                                               ------------

Change in unrealized appreciation on investments.........................        16,390,859
                                                                               ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.....................      $ 17,682,616
                                                                               ============
</TABLE>



See notes to financial statements.


<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                       STATEMENTS OF CHANGES IN NET ASSETS

                            Years ended December 31,

<TABLE>
<CAPTION>
                                                                                     1999          .  1998
                                                                                     ----             ----
<S>                                                                              <C>               <C>
Increase in Net Assets
    From Operations

       Net investment income ................................................      $1,291,757         $722,068
       Change in unrealized appreciation on investments......................      16,390,859        5,204,905
                                                                                 ------------      -----------

       Net increase in net assets resulting from operations..................      17,682,616        5,926,973
                                                                                 ------------      -----------
    From Unit Transactions

       Net insurance premiums................................................      42,227,186       45,368,185
       Contract payments.....................................................     (2,893,809)        (748,864)
                                                                                 ------------      -----------

       Increase in net assets derived from unit transactions.................      39,333,377       44,619,321
                                                                                 ------------      -----------

          Net increase in net assets.........................................      57,015,993       50,546,294

Net Assets
    Beginning of year........................................................      64,368,225       13,821,931
                                                                                 ------------      -----------
    End of year..............................................................    $121,384,218      $64,368,225
                                                                                 ============      ===========
</TABLE>



See notes to financial statements.


<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

NOTE 1 -- ORGANIZATION

      First Investors Life Variable Annuity Fund D (Separate  Account D), a unit
investment trust  registered under the Investment  Company Act of 1940 (the 1940
Act), is a segregated  investment  account  established by First  Investors Life
Insurance Company (FIL). Assets of Separate Account D have been used to purchase
shares of First Investors Life Series Fund (the Fund),  an open-end  diversified
management investment company registered under the 1940 Act.

NOTE 2 -- SIGNIFICANT ACCOUNTING PRACTICES

      INVESTMENTS

           Shares of the Fund held by Separate Account D are valued at net asset
      value per share. All  distributions  received from the Fund are reinvested
      to purchase additional shares of the Fund at net asset value.

      FEDERAL INCOME TAXES
           Separate Account D is not taxed separately because its operations are
      part of the total  operations of FIL,  which is taxed as a life  insurance
      company under the Internal  Revenue Code.  Separate  Account D will not be
      taxed as a regulated  investment  company under  Subchapter M of the Code.
      Under  existing  Federal  income  tax law,  no taxes  are  payable  on the
      investment income or on the capital gains of Separate Account D.

NOTE 3 -- INVESTMENTS

<TABLE>
      Investments consist of the following:
                                                                      Net Asset       Market
                                                         Shares        Value           Value              Cost
                                                         ------        -----           -----              ----
<S>                                                     <C>         <C>            <C>             <C>
First Investors Life Series Fund

    Cash Management..................................   2,376,382   $    1.00      $  2,376,382    $  2,376,382
    High Yield.......................................     482,128       11.19         5,394,010       5,552,866
    Growth...........................................     812,704       43.06        34,997,086      27,075,424
    Discovery........................................     372,590       33.96        12,652,674      10,074,403
    Blue Chip........................................   1,070,628       32.14        34,408,737      26,895,292
    International Securities.........................     504,990       24.62        12,432,010       9,577,287
    Focused Equity...................................      44,011       10.25           451,250         437,551
    Government.......................................     146,407        9.92         1,452,381       1,479,536
    Investment Grade.................................     234,111       10.97         2,568,599       2,672,452
    Utilities Income.................................     690,467       17.55        12,115,824      10,458,009
    Target Maturity 2007.............................     425,879       11.94         5,084,750       5,439,165
    Target Maturity 2010...........................       200,053       11.85         2,370,648       2,566,103
    Target Maturity 2015...........................        30,236        9.51           287,558         300,000
                                                                                   ------------    ------------
                                                                                   $126,591,909    $104,904,470
                                                                                   ============    ============
</TABLE>

      The High Yield Series' investments in high yield securities, whether rated
or  unrated,  may be  considered  speculative  and  subject  to  greater  market
fluctuations  and risks of loss of income and  principal  than  lower  yielding,
higher rated, fixed income securities.

      As of December 31, 1999 FIL held shares in the Target Maturity 2015 Series
in the amount of $236,983.

NOTE 4 -- MORTALITY AND EXPENSE RISKS AND DEDUCTIONS

      In  consideration  for its  assumption  of the mortality and expense risks
connected with the Variable Annuity Contracts, FIL deducts an amount equal on an
annual  basis to 1.25% of the daily net asset  value of  Separate  Account D. An
additional  administrative charge equal on an annual basis to 0.15% of the daily
net  asset  value  is  deducted.  The  total  of  these  deductions  in 1999 was
$1,293,708.

      An  annual  contract  maintenance  charge  of $30  is  deducted  from  the
accumulated  value of the contract on the last business day of the contract year
or on the date of surrender of the contract,  if earlier.  The deduction for the
year ended December 31, 1999 was $28,958.


<PAGE>


      The Variable  Annuity  Contracts are sold without an initial sales charge,
but at the time of a full or  partial  surrender  of the  Contract,  they may be
subject to a contingent  deferred sales charge ("CDSC") of 0% to 7% of the value
of the Accumulation Units surrendered.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission