FIRST INVESTORS GLOBAL FUND INC, 485BPOS, 1996-04-24

FIRST INVESTORS GLOBAL FUND INC
485BPOS, 1996-04-24

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As filed with the Securities and Exchange Commission on April 24, 1996

Registration No. 2-71911
811-3169

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 21 X
-

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940

Amendment No. 21 X
-
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FIRST INVESTORS GLOBAL FUND, INC.
(Exact name of Registrant as specified in charter)

Ms. Concetta Durso
Secretary and Vice President
First Investors Global Fund, Inc.
95 Wall Street
New York, New York 10005
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement

It is proposed that this filing will become effective on April 29, 1996 pursuant
to paragraph (b) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of shares of common stock,
par value $1.00 per share, under the Securities Act of 1933. Registrant filed a
Rule 24f-2 Notice for its fiscal year ending December 31, 1996 on February 27,
1996.

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FIRST INVESTORS GLOBAL FUND, INC.
CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
N-1A Item No. Location
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<S> <C>
PART A: PROSPECTUS

1. Cover Page............................. Cover Page
2. Synopsis............................... Fee Table
3. Condensed Financial Information........ Financial Highlights
4. General Description of Registrant...... Investment Objectives and Policies;
General Information
5. Management of the Fund................. Management
5A. Management's Discussion of
Fund Performance...................... Performance Information
6. Capital Stock and Other Securities..... Description of Shares; Dividends and
Other Distributions; Taxes; Determination of Net Asset Value
7. Purchase of Securities Being Offered... Alternative Purchase Plan; How to
Buy Shares
8. Redemption or Repurchase............... How to Exchange Shares; How to Redeem Shares;
Telephone Transactions
9. Pending Legal Proceedings.............. Not Applicable

PART B: STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page............................. Cover Page
11. Table of Contents...................... Table of Contents
12. General Information and History........ General Information
13. Investment Objectives and Policies..... Investment Policies; Investment
Restrictions; Hedging and Option Income Strategies
14. Management of the Fund................. Directors and Officers
15. Control Persons and Principal
Holders of Securities.................
16. Investment Advisory and Other Services. Management
17. Brokerage Allocation................... Allocation of Portfolio Brokerage
18. Capital Stock and Other Securities..... Determination of Net Asset Value
</TABLE>
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<TABLE>
<CAPTION>
N-1A Item No. Location
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<S> <C>
19. Purchase, Redemption and Pricing
of Securities Being Offered........... Reduced Sales Charges, Additional
Exchange and Redemption Information
and Other Services; Determination of Net
Asset Value
20. Tax Status............................. Taxes
21. Underwriters........................... Underwriter
22. Performance Data....................... Performance Information
23. Financial Statements................... Financial Statements; Report of Independent
Accountants
</TABLE>

PART C: OTHER INFORMATION

Information required to be included in Part C is set forth under
the appropriate item so numbered, in Part C hereof.
<PAGE>

FIRST INVESTORS GLOBAL FUND, INC.
FIRST INVESTORS GOVERNMENT FUND, INC.

95 Wall Street, New York, New York 10005/1-800-423-4026

This is a Prospectus for FIRST INVESTORS GLOBAL FUND, INC. ("GLOBAL FUND") and
FIRST INVESTORS GOVERNMENT FUND, INC. ("GOVERNMENT FUND"), each of which is an
open-end diversified management investment company. GLOBAL FUND and GOVERNMENT
FUND are referred to herein collectively as "Funds." Each Fund sells two
classes of shares. Investors may select Class A or Class B shares, each with a
public offering price that reflects different sales charges and expense levels.
See "Alternative Purchase Plans."

GLOBAL FUND primarily seeks long-term capital growth and secondarily seeks to
earn a reasonable level of current income. This Fund seeks to achieve these
objectives by investing, under normal market conditions, in quality common
stocks, preferred stocks, and bonds and other debt obligations issued by
companies or governments of at least three countries, including the United
States.

GOVERNMENT FUND seeks to achieve a significant level of current income which
is consistent with security and liquidity of principal by investing, under
normal market conditions, at least 80% of its assets in obligations issued or
guaranteed as to principal and interest by the U.S. Government, its agencies or
instrumentalities, including mortgage-backed securities.

There is no assurance that either Fund will achieve its investment objectives.

This Prospectus sets forth concisely the information about each Fund that a
prospective investor should know before investing and should be retained for
future reference. First Investors Management Company, Inc. ("FIMCO" or
"Adviser") serves as investment adviser to the Funds and First Investors
Corporation ("FIC" or "Underwriter") serves as distributor of the Funds' shares.
A Statement of Additional Information ("SAI"), dated April 29, 1996 (which is
incorporated by reference herein), has been filed with the Securities and
Exchange Commission. The SAI is available at no charge upon request to the
Funds at the address or telephone number indicated above.

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

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

The date of this Prospectus is April 29, 1996
<PAGE>

FEE TABLE

The following table is intended to assist investors in understanding the
expenses associated with investing in each class of shares of a Fund. Shares of
either Fund issued prior to January 12, 1995 have been designated as Class A
shares.

SHAREHOLDER TRANSACTION EXPENSES

Class A Class B
Shares Shares
------- -------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).......... 6.25% None

Deferred Sales Load
(as a percentage of the lower of original
purchase price or redemption proceeds)...... None* 4% in the first
declining to 0%
after the sixth
year

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Global Fund Government Fund
------------ ----------------
Class A Class B Class A Class B
Shares Shares Shares Shares
-------- ------------ ------- -------
Management Fees/(1)/ 1.00% 1.00% 0.75%** 0.75%**
12b-1 Fees 0.30 1.00 0.30 1.00
Other Expenses 0.53 0.53 0.33 0.33
Total Fund Operating Expenses/(2)/ 1.83 2.53 1.38** 2.08**

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

* A contingent deferred sales charge of 1.00% will be assessed on certain
redemptions of Class A shares that are purchased without a sales charge. See
"How to Buy Shares."
** Net of waiver.
(1) For the fiscal year ended December 31, 1995, the Adviser waived Management
Fees for GOVERNMENT FUND in excess of 0.75%. Absent the waiver, such fee
would have been 0.98%. The Adviser will continue to waive such fees for a
minimum period ending December 31, 1996.
(2) If Management Fees had not been waived, GOVERNMENT FUND'S Total Fund
Operating Expenses would have been 1.61% for Class A shares and 2.31% for
Class B shares.

For a more complete description of the various costs and expenses, see
"Alternative Purchase Plans," "How to Buy Shares," "How to Redeem Shares,"
"Management" and "Distribution Plans." Due to the imposition of 12b-1 fees, it
is possible that long-term shareholders of a Fund may pay more in total sales
charges than the economic equivalent of the maximum front-end sales charge
permitted by the rules of the National Association of Securities Dealers, Inc.
The Fee Table does not reflect the costs incurred by shareholders who purchase
shares of the Funds through First Investors Contractual Plans.

The Example below is based on Class A and Class B expense data for each Fund's
fiscal year ended December 31, 1995, except that certain operating expenses have
been restated, as noted above.

2
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EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ----------

GLOBAL FUND
Class A.......... $80 $116 $155 $264
Class B.......... $66 $109 $155 $269*

GOVERNMENT FUND
Class A.......... $76 $103 $133 $218
Class B.......... $61 $ 95 $132 $223*

You would pay the following expenses on the same $1,000 investment, assuming
(1) 5% annual return and (2) no redemption at the end of each time period:

ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ----------

GLOBAL FUND
Class A.......... $80 $116 $155 $264
Class B.......... $26 $ 79 $135 $269*

GOVERNMENT FUND
Class A.......... $76 $103 $133 $218
Class B.......... $21 $ 65 $112 $223*

* Assumes conversion to Class A shares eight years after purchase.

THE EXPENSES IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION BY THE
FUNDS OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES IN FUTURE YEARS MAY BE
GREATER OR LESS THAN THOSE SHOWN.

3
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FINANCIAL HIGHLIGHTS

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

GLOBAL FUND*

<TABLE>
<CAPTION>
CLASS B
CLASS A SHARES SHARES
-------------------------------------------------------------------------------- ---------
YEAR ENDED DECEMBER 31 1/12/95**

-------------------------------------------------------------------------------- TO
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 12/31/95
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

PER SHARE DATA
- --------------
Net Asset Value,
Beginning of Year............... $ 5.84 $ 6.27 $ 5.11 $ 5.41 $ 4.63 $ 5.38 $ 4.47 $ 3.85 $ 3.31 $ 2.53 $ 5.76
------ ------ ------ ------ ------ ------- ------ ------ ------ -------- ------

Income from Investment
Operations
Net investment income (loss).... .035 .028 .014 .039 .005 (.023) (.019) .003 (.021) .006 .027
Net realized and unrealized
gain (loss) from investments
and foreign currency
transactions................... 1.006 (.265) 1.160 (.298) .775 (.634) 1.689 .617 .969 1.068 1.056
------ ------ ------ ------ ------ ------- ------ ------ ------ -------- ------

Total from Investment
Operations.................... 1.041 (.237) 1.174 (.259) .780 (.657) 1.670 .620 .948 1.074 1.083
------ ------ ------ ------ ------ ------- ------ ------ ------ --------- ------

Less Distributions from:
Net investment income........... .036 .028 .014 -- -- -- -- -- .008 .006 .028
Net realized gain from
investments.................... .275 .165 -- -- -- -- .390 -- .400 .288 .275
Capital surplus................. -- -- -- .041 -- .093 .370 -- -- -- --
------ ------ ------ ------ ------ ------- ------ ------ ------ --------- ------

Total Distributions............ .311 .193 .014 .041 -- .093 .760 -- .408 .294 .303
------ ------ ------ ------ ------ ------- ------ ------ ------ --------- ------

Net Asset Value, End of Year...... $ 6.57 $ 5.84 $ 6.27 $ 5.11 $ 5.41 $ 4.63 $ 5.38 $ 4.47 $ 3.85 $ 3.31 $ 6.54
====== ====== ====== ====== ====== ======= ====== ====== ====== ========= ======

TOTAL RETURN(%)+.................. 17.83 (3.78) 22.97 (2.89) 14.56 (12.22) 37.65 16.10 28.60 45.49 18.80
- ----------------------------------

RATIOS/SUPPLEMENTAL DATA
- ----------------------------------
Net Assets, End of Year
(in millions)................... $228.3 $213.9 $209.8 $181.0 $226.3 $ 219.0 $182.4 $ 88.9 $ 92.9 $ 28.5 $ 1.3

Ratios to Average Net Assets:(%)
Expenses 1.83 1.84 1.87 1.83 1.95 1.88 1.75 1.74 1.73 1.75 2.56(a)

Net investment income
(loss) .55 .45 .27 .73 .09 (.43) (.38) .07 (.45) .03 (.19)(a)

Portfolio Turnover Rate(%)........ 47 56 41 45 64 116 155 115 137 94 47
</TABLE>

- -------------------
* Adjusted to reflect five-for-one stock split on March 4, 1987.
** Date shares first offered.
+ Calculated without sales charge.
(a) Annualized.

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GOVERNMENT FUND CLASS B
CLASS A SHARES SHARES
-------------------------------------------------------------------------------- ---------
YEAR ENDED DECEMBER 31 1/12/95**

PER SHARE DATA
- --------------
Net Asset Value,
Beginning of Year............... $10.50 $11.55 $11.83 $11.92 $11.08 $11.01 $10.75 $10.79 $12.12 $12.14 $10.52
------ ------ ------ ------ ------ ------- ------ ------ ------ -------- ------

Income from Investment
Operations
Net investment income........... .71 .69 .72 .76 .84 .90 .98 .96 .87 1.05 .63
Net realized and unrealized
gain (loss) from investments .82 (1.06) (.26) (.09) .83 .07 .26 (.04) (1.02) .31 .80
Total from Investment ------ ------ ------ ------ ------ ------- ------ ------ ------ -------- ------

Operations................... 1.53 (.37) .46 .67 1.67 .97 1.24 .92 (.15) 1.36 1.43

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

Less Distributions from:
Net investment income........... .72 .68 .74 .76 .79 .90 .98 .96 .87 1.04 .64
Net realized gain............... -- -- -- -- .04 -- -- -- .31 .34 --
Total Distributions............ .72 .68 .74 .76 .83 .90 .98 .96 1.18 1.38 .64
------ ------ ------ ------ ------ ------- ------ ------ ------ --------- ------

Net Asset Value, End of Year...... $11.31 $10.50 $11.55 $11.83 $11.92 $11.08 $11.01 $10.75 $10.79 $12.12 $11.31
====== ====== ====== ====== ====== ======= ====== ====== ====== ======= =======

TOTAL RETURN(%)+.................. 14.98 (3.22) 3.99 5.90 15.74 9.20 12.02 8.71 (1.13) 11.86 13.94
- ----------------------------------

RATIOS/SUPPLEMENTAL DATA
- ----------------------------------
Net Assets, End of Year
(in millions)................... $217 $219 $288 $306 $316 $299 $237 $254 $357 $247 $1

Ratios to Average Net Assets:(%)
Expenses........................ 1.38 1.40 1.32 1.33 1.34 1.28 1.01 .99 1.24 1.22 2.13(a)

Net investment income........... 6.50 6.31 6.14 6.45 7.43 8.24 8.91 8.69 7.79 8.463 5.67(a)

Ratios to Average Net Assets:
Before Expenses Waived:(%)
Expenses........................ 1.61 1.60 1.48 1.49 1.50 1.49 1.22 1.16 1.38 1.24 2.37(a)

Net investment income........... 6.27 6.11 5.98 6.29 7.27 8.03 8.70 8.52 7.65 8.44 5.43(a)

Portfolio Turnover Rate(%)........ 163 260 584 330 117 94 117 156 74 287 163
</TABLE>

- ---------------------
* Date shares first offered.
+ Calculated without sales charge.
++ Net after fees waived.
(a) Annualized.

5
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INVESTMENT OBJECTIVES AND POLICIES

GLOBAL FUND

GLOBAL FUND primarily seeks long-term capital growth and secondarily seeks to
earn a reasonable level of current income. GLOBAL FUND may invest in all types
of securities issued by companies and government instrumentalities of any
nation, subject only to industry concentration and issuer diversification
restrictions described below and in the SAI. This investment flexibility
permits the Fund to react to rapidly changing economic conditions within
countries which cause the relative attractiveness of investments within their
national markets to be subject to frequent reappraisal. The Fund, under normal
market conditions, invests in quality common stocks, preferred stocks and bonds
and other debt obligations issued by companies or governments of at least three
countries, including the United States. Currently, the Fund primarily is
invested in common stocks. Investments in foreign markets involve special risks
and considerations which are in addition to the usual risks inherent in domestic
investments. See "Foreign Securities-Risk Factors," below.

GLOBAL FUND may purchase securities traded on any foreign stock exchange. The
Fund may also purchase American Depository Receipts ("ADRs") and Global
Depository Receipts ("GDRs"). See "American Depository Receipts and Global
Depository Receipts," below. GLOBAL FUND also may invest up to 25% of its total
assets in unlisted securities of foreign issuers; provided, however, that no
more than 10% of the value of its net assets may be invested in such securities
with a limited trading market. The investment standards for the selection of
unlisted securities are the same as those used in the purchase of securities
traded on a stock exchange. The Fund will invest in debt securities rated in
the three highest rating categories by either Moody's Investors Service, Inc.
("Moody's) or Standard & Poor's Ratings Group ("S&P") or, if unrated, determined
to be of comparable quality by Wellington Management Company ("WMC" or the
"Subadvisor"). See Appendix A to the SAI for a description of such bond
ratings.

GLOBAL FUND may invest in securities convertible into common stocks, preferred
stock, warrants and repurchase agreements and may purchase securities on a when-
issued or delayed delivery basis. The Fund also may borrow money for temporary
or emergency purposes in amounts not exceeding 5% of its total assets and make
loans of portfolio securities. For temporary defensive purposes, the Fund may
invest up to 100% of its total assets in obligations issued or guaranteed as to
principal and interest by the U.S. Government, its agencies or instrumentalities
("U.S. Government Obligations") and cash equivalents denominated in U.S.
dollars. See the SAI for further information concerning these securities.

GOVERNMENT FUND

GOVERNMENT FUND seeks to achieve a significant level of current income which
is consistent with security and liquidity of principal by investing, under
normal market conditions, at least 80% of its assets in U.S. Government
Obligations, including mortgage-related securities. Securities issued or
guaranteed as to principal and interest by the U.S. Government include a variety
of Treasury securities, which differ only in their interest rates, maturities
and times of issuance. Although the payment of interest and principal on a
portfolio security may be guaranteed by the U.S. Government or one of its
agencies or instrumentalities, shares of GOVERNMENT FUND are not insured or
guaranteed by the U.S. Government or any agency or instrumentality. The net
asset value of shares of the Fund generally will fluctuate in response to
interest rate levels. When interest rates rise,

6
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prices of fixed income securities generally decline; when interest rates
decline, prices of fixed income securities generally rise. See "U.S. Government
Obligations" and "Debt Securities-Risk Factors," below.

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

The Fund may, from time to time or for temporary defensive purposes, invest up
to 20% of its assets in prime commercial paper, certificates of deposit of
domestic branches of U.S. banks, bankers' acceptances, repurchase agreements
(applicable to U.S. Government Obligations), participation interests, insured
certificates of deposit and certificates representing accrual on U.S. Treasury
securities. The Fund also may purchase securities on a when-issued basis and
make loans of portfolio securities. The Fund may borrow money on a temporary or
emergency basis in amounts not exceeding 5% of its total assets. See the SAI
for a further discussion of these securities.

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

DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS

AMERICAN DEPOSITORY RECEIPTS AND GLOBAL DEPOSITORY RECEIPTS. GLOBAL FUND may
invest in sponsored and unsponsored ADRs and GDRs. ADRs are receipts typically
issued by a U.S. bank or trust company evidencing ownership of the underlying
securities of foreign issuers, and other forms of depository receipts for
securities of foreign issuers. Generally, ADRs, in registered form, are
denominated in U.S. dollars and are designed for use in the U.S. securities
markets. Thus, these securities are not denominated in the same currency as the
securities into which they may be converted. In addition, the issuers of the
securities underlying unsponsored ADRs are not obligated to disclose material
information in the United States and, therefore, there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value of the ADRs. GDRs are issued globally and
evidence a similar ownership arrangement. Generally, GDRs are designed for
trading in non-U.S. securities markets. ADRs and GDRs are considered to be
foreign securities by GLOBAL FUND. See "Foreign Securities--Risk Factors."

CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of

7
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the same or a different issuer within a particular period of time at a specified
price or formula. A convertible security entitles the holder to receive
interest paid or accrued on debt or dividends paid on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Convertible
securities have unique investment characteristics in that they generally (1)
have higher yields than common stocks, but lower yields than comparable non-
convertible securities, (2) are less subject to fluctuation in value than the
underlying stock because they have fixed income characteristics, and (3) provide
the potential for capital appreciation if the market price of the underlying
common stock increases. See the SAI for more information on convertible
securities.

DEBT SECURITIES--RISK FACTORS. The market value of debt securities is
influenced significantly by changes in the level of interest rates. Generally,
as interest rates rise, the market value of debt securities decreases.
Conversely, as interest rates fall, the market value of debt securities
increases. Factors which could result in a rise in interest rates, and a
decrease in market value of debt securities, include an increase in inflation or
inflation expectations, an increase in the rate of U.S. economic growth, an
expansion in the Federal budget deficit, or an increase in the price of
commodities such as oil. In addition, the market value of debt securities is
influenced by perceptions of the credit risks associated with such securities.
GLOBAL FUND may invest in debt securities that, at the time of purchase, are
rated in the three highest rating categories by at least one nationally
recognized statistical rating organization rating that security, such as S&P and
Moody's, or, if unrated, deemed to be of comparable quality by the Subadviser.

FOREIGN SECURITIES--RISK FACTORS. GLOBAL FUND may sell a security denominated
in a foreign currency and retain the proceeds in that foreign currency to use at
a future date (to purchase other securities denominated in that currency) or the
Fund may buy foreign currency outright to purchase securities denominated in
that foreign currency at a future date. Because GLOBAL FUND does not intend to
hedge its foreign investments against the risk of foreign currency fluctuations,
changes in the value of these currencies can significantly affect the Fund's
share price. In addition, the Fund will be affected by changes in exchange
control regulations and fluctuations in the relative rates of exchange between
the currencies of different nations, as well as by economic and political
developments. Other risks involved in foreign securities include the following:
there may be less publicly available information about foreign companies
comparable to the reports and ratings that are published about companies in the
United States; foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards and requirements
comparable to those applicable to U.S. companies; some foreign stock markets
have substantially less volume than U.S. markets, and securities of some foreign
companies are less liquid and more volatile than securities of comparable U.S.
companies; there may be less government supervision and regulation of foreign
stock exchanges, brokers and listed companies than exist in the United States;
and there may be the possibility of expropriation or confiscatory taxation,
political or social instability or diplomatic developments which could affect
assets of the GLOBAL FUND held in foreign countries.

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

8
<PAGE>

MONEY MARKET INSTRUMENTS. Investments in commercial paper are limited to
obligations rated Prime-1 by Moody's or A-1 by S&P. Commercial paper includes
notes, drafts, or similar instruments payable on demand or having a maturity at
the time of issuance not exceeding nine months, exclusive of days of grace or
any renewal thereof. Investments in certificates of deposit are made only with
domestic institutions with assets in excess of $500 million. See the SAI for a
discussion of money market instruments and Appendix B to the SAI for a
description of commercial paper ratings.

MORTGAGE-BACKED SECURITIES

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

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

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

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

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<PAGE>

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

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

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

RESTRICTED AND ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net
assets in illiquid securities, including (1) securities that are illiquid due to
the absence of a readily available market or due to legal or contractual
restrictions on resale and (2) repurchase agreements maturing in more than seven
days. However, illiquid securities for purposes of this limitation do not
include securities eligible for resale under Rule 144A of the Securities Act of
1933, as amended, which each Fund's Board of Directors or Adviser, or for GLOBAL
FUND, its Subadviser, has determined are liquid under Board-approved guidelines.
See the SAI for more information regarding restricted and illiquid securities.

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

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<PAGE>

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

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

PORTFOLIO TURNOVER. The sustained and substantial decrease in interest rates
during 1995 caused the GOVERNMENT FUND's portfolio to be restructured several
times. In particular, declining rates increased prepayments on mortgage-backed
securities, causing their durations to decrease. In order to offset the
decrease in duration, the GOVERNMENT FUND had to actively manage its mortgage-
backed holdings. This resulted in a portfolio turnover rate for the fiscal year
ended December 31, 1995 of 163% and 260% for the prior fiscal year. A high rate
of portfolio turnover generally leads to increased transaction costs and may
result in a greater number of taxable transactions. See "Allocation of
Portfolio Brokerage" in the SAI. See the SAI for GLOBAL FUND's portfolio
turnover rate and for more information on portfolio turnover.

ALTERNATIVE PURCHASE PLANS

Each Fund has two classes of shares, Class A and Class B, which represent
interests in the same portfolio of securities and have identical voting,
dividend, liquidation and other rights and the same terms and conditions, except
that each class (i) is subject to a different sales charge and bears its
separate distribution and certain other class expenses; (ii) has exclusive
voting rights with respect to matters affecting only that class; and (iii) has
different exchange privileges.

11
<PAGE>

CLASS A SHARES. Class A shares are sold with an initial sales charge of up to
6.25% of the amount invested with discounts available for volume purchases.
Class A shares pay a 12b-1 fee at the annual rate of 0.30% of each Fund's
average daily net assets attributable to Class A shares, of which no more than
0.25% may be paid as a service fee and the balance thereof paid as an asset-
based sales charge. The initial sales charge is waived for certain purchases
and a contingent deferred sales charge ("CDSC") may be imposed on such
purchases. See "How to Buy Shares."

CLASS B SHARES. Class B shares are sold without an initial sales charge, but
are generally subject to a CDSC which declines in steps from 4% to 0% during a
six-year period and bear a higher 12b-1 fee than Class A shares. Class B shares
pay a 12b-1 fee at the annual rate of 1.00% of each Fund's average daily net
assets attributable to Class B shares, of which no more than 0.25% may be paid
as a service fee and the balance thereof paid as an asset-based sales charge.
Class B shares automatically convert into Class A shares after eight years. See
"How to Buy Shares."

FACTORS TO CONSIDER IN CHOOSING A CLASS OF SHARES. In deciding which
alternative is most suitable, an investor should consider several factors, as
discussed below. Regardless of whether an investor purchases Class A or Class B
shares, your Representative, as defined under "How to Buy Shares," receives
compensation for selling shares of a Fund, which may differ for each class.

The principal advantages of purchasing Class A shares are the lower overall
expenses, the availability of quantity discounts on volume purchases and certain
account privileges which are not offered to Class B shareholders. If an
investor plans to make a substantial investment, the sales charge on Class A
shares may either be lower due to the reduced sales charges available on volume
purchases of Class A shares or waived for certain eligible purchasers. Because
of the reduced sales charge available on quantity purchases of Class A shares,
it is recommended that investments of $250,000 or more be made in Class A
shares. Investments in excess of $1,000,000 will only be accepted as purchases
of Class A shares. Distributions paid by each Fund with respect to Class A
shares will also generally be greater than those paid with respect to Class B
shares because expenses attributable to Class A shares will generally be lower.

The principal advantage of purchasing Class B shares is that, since no initial
sales charge is paid, all of an investor's money is put to work from the outset.
Furthermore, although any investment in a Fund should only be viewed as a long-
term investment, if a redemption must be made soon after purchase, an investor
will pay a lower sales charge than if Class A shares had been purchased.
Conversely, because Class B shares are subject to a higher asset-based sales
charge, long-term Class B shareholders may pay more in asset-based sales charges
than the economic equivalent of the maximum sales charge on Class A shares. The
automatic conversion of Class B shares into Class A shares after eight years is
designed to reduce the probability of this occurring.

HOW TO BUY SHARES

You may buy shares of a Fund through a First Investors registered
representative ("FIC Representative") or through a registered representative
("Dealer Representative") of an unaffiliated broker-dealer ("Dealer") which is
authorized to sell shares of a Fund. Your FIC Representative or Dealer
Representative (each, a "Representative") may help you complete and submit an
application to open an account with a Fund. Certain accounts may require
additional documentation. Applications accompanied by checks drawn on U.S. banks
made payable to "FIC" and received in FIC's Woodbridge offices by the close of
regular trading on the NYSE, generally 4:00 P.M. (New York

12
<PAGE>

City time), will be processed and shares will be purchased at the public
offering price determined at the close of regular trading on the NYSE on that
day. Orders received by Representatives before the close of regular trading on
the NYSE and received by FIC at their Woodbridge offices before the close of its
business day, generally 5:00 P.M. (New York City time), will be executed at the
public offering price determined at the close of regular trading on the NYSE on
that day. It is the responsibility of Representatives to promptly transmit
orders they receive to FIC. The "public offering price" is the net asset value
plus the applicable sales charge for Class A shares and net asset value for
Class B shares. Each Fund reserves the right to reject any application or order
for its shares for any reason and to suspend the offering of its shares.

Due to emergency conditions, such as snow storms, the Woodbridge offices of
FIC and Administrative Data Management Corp. (the "Transfer Agent") may not be
open for business on a day when the NYSE is open for regular trading and,
therefore, would be unable to accept purchase orders. Should this occur,
purchase orders will be executed at the public offering price determined at the
close of regular trading on the NYSE on the next business day that these offices
are open for business.

WHEN YOU OPEN A FUND ACCOUNT, YOU MUST SPECIFY WHICH CLASS OF SHARES YOU WISH
TO PURCHASE. If you do not specify which class of shares you wish to purchase,
your order will be processed according to procedures established by FIC. For
more information, see the SAI.

INITIAL INVESTMENT IN A FUND. You may open a Fund account with as little as
$1,000. This account minimum is waived if you open an account for a particular
class of shares through a full exchange of shares of the same class of another
"Eligible Fund," as defined below. Class A share accounts opened through an
exchange of shares from First Investors Cash Management Fund, Inc. or First
Investors Tax-Exempt Money Market Fund, Inc. (collectively, "Money Market
Funds") may be subject to an initial sales charge. You may open a Fund account
with $250 for individual retirement accounts ("IRAs") or, at the Fund's
discretion, a lesser amount for Simplified Employee Pension Plans ("SEPs"),
salary reduction SEPs ("SARSEPs") and qualified or other retirement plans.
Automatic investment plans allow you to open an account with as little as $50,
provided you invest at least $600 a year. See "Systematic Investing."

ADDITIONAL PURCHASES. After you make your first investment in a Fund, you may
purchase additional shares of a Fund by mailing a check made payable to FIC,
directly to First Investors Corporation, 581 Main Street, Woodbridge, NJ 07095-
1198, Attn: Dept. CP. Include your account number on the face of the check.
There is no minimum on additional purchases of Fund shares.

ELIGIBLE FUNDS. With respect to certain shareholder privileges noted in this
Prospectus and the SAI, each fund in the First Investors family of funds, except
as noted below, is an "Eligible Fund" (collectively, "Eligible Funds"). First
Investors Special Bond Fund, Inc., First Investors Life Series Fund and First
Investors U.S. Government Plus Fund are not Eligible Funds. The Money Market
Funds, unless otherwise noted, are not Eligible Funds. The funds of Executive
Investors Trust ("Executive Investors") are Eligible Funds provided the shares
of any such fund either have been (a) acquired through an exchange from an
Eligible Fund which imposes a maximum sales charge of 6.25%, or (b) held for at
least one year from their date of purchase.

SYSTEMATIC INVESTING. You may arrange for automatic investments in a Fund on
a systematic basis through First Investors Money Line and through automatic
payroll investments. You may also

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<PAGE>

elect to invest in Class A shares of a Fund at net asset value all the cash
distributions or Systematic Withdrawal Plan payments from the same class of
shares of an existing account in another Eligible Fund. If you wish to
participate in any of these systematic investment plans, please call Shareholder
Services at 1-800-423-4026 or see the SAI.

ELECTRONIC FUNDS TRANSFER. Shareholders who have an account with a U.S. bank,
or other financial institution that is an Automated Clearing House member, may
establish Electronic Funds Transfer. This permits shareholders to purchase
shares of a Fund through electronic funds transfer from a predesignated bank
account. The minimum amount which may be electronically transferred is $500 or
$50 for systematic investment programs and the maximum amount is $50,000. You
may purchase shares of a Fund through electronic funds transfer if the amount of
the purchase, together with all other purchases made by electronic funds
transfer into the account during the prior 30-day period, does not exceed
$100,000. Each Fund has the right, at its sole discretion, to limit or
terminate your ability to exercise the electronic funds transfer privilege at
any time. For additional information, see the SAI. Applications to establish
Electronic Funds Transfer are available from your FIC Representative or by
calling Shareholder Services at 1-800-423-4026.

CLASS A SHARES. Class A shares of each Fund are sold at the public offering
price, which will vary with the size of the purchase, as shown in the following
table:

SALES CHARGE AS % OF CONCESSION TO
---------------------
OFFERING NET AMOUNT DEALERS AS % OF
AMOUNT OF INVESTMENT PRICE INVESTED OFFERING PRICE
- ------------------------------- --------------------- ----------- ----------------
Less than $25,000.............. 6.25% 6.67% 5.13%
$25,000 but under $50,000...... 5.75 6.10 4.72
$50,000 but under $100,000..... 5.50 5.82 4.51
$100,000 but under $250,000.... 4.50 4.71 3.69
$250,000 but under $500,000.... 3.50 3.63 2.87
$500,000 but under $1,000,000.. 2.50 2.56 2.05
</TABLE>

There is no sales charge on transactions of $1 million or more, including
transactions of this amount that are subject to the Cumulative Purchase
Privilege or a Letter of Intent. The Underwriter will pay from its own
resources a sales commission to FIC Representatives and a concession equal to
0.90% of the amount invested to Dealers on such purchases. If shares are
redeemed within 24 months of purchase (or 18 months for shares purchased prior
to May 1, 1995), a CDSC of 1.00% will be deducted from the redemption proceeds.
The CDSC will be applied in the same manner as the CDSC on Class B shares. See
"Class B Shares."

CUMULATIVE PURCHASE PRIVILEGE AND LETTERS OF INTENT. You may purchase Class A
shares of a Fund at a reduced sales charge through the Cumulative Purchase
Privilege or by executing a Letter of Intent. For more information, see the
SAI, call your Representative or call Shareholder Services at 1-800-423-4026.

WAIVERS OF CLASS A SALES CHARGES. Sales charges on Class A shares do not
apply to: (1) any purchase by an officer, director or employee (who has
completed the introductory employment period) of the Funds, the Underwriter, the
Adviser, or their affiliates, by a Representative, or by the spouse, or by the
children and grandchildren under the age of 21 of any such person; (2) any
purchase by a former officer, director or employee of the Funds, the
Underwriter, the Adviser, or their affiliates,

14
<PAGE>

or by a former FIC Representative; provided they had acted as such for at least
five years and had retired or otherwise terminated the relationship in good
standing; (3) any purchase of shares of GLOBAL FUND by any partner or employee
of the Subadviser, or by the spouse, or by the children or grandchildren under
the age of 21 of any such person; (4) the proceeds of any settlement reached
with FIC, FIMCO and/or certain First Investors funds; (5) any reinvestment of
the loan repayments by a participant in a loan program of any First Investors
sponsored qualified retirement plan; (6) a purchase with proceeds from the
liquidation of a First Investors Life Variable Annuity Fund A contract or a
First Investors Life Variable Annuity Fund C contract during the one-year period
preceding the maturity date of the contract; and (7) any purchase by a
participant in a Group Qualified Plan account, as defined under "Retirement
Plans," if the purchase is made with the proceeds from a redemption of shares of
a fund in another fund group on which either an initial sales charge or a CDSC
has been paid; and (8) any purchase in an IRA account if the purchase is made
with the proceeds of a distribution from a Group Qualified Plan, as defined
under "Retirement Plans," with a First Investors fund. With respects to items
(7) and (8) above, if shares are redeemed within 24 months of purchase, a CDSC
of 1.00% will be deducted from the redemption proceeds.

Additionally, policyholders of participating life insurance policies issued by
First Investors Life Insurance Company ("FIL"), an affiliate of the Adviser and
Underwriter, may elect to invest dividends earned on such policies in Class A
shares of a Fund at net asset value, provided the annual dividend is at least
$50 and the policyholder has an existing account with the Fund.

Holders of certain unit trusts ("Unitholders") who have elected to invest the
entire amount of cash distributions from either principal, interest income or
capital gains or any combination thereof ("Unit Distributions") from the
following trusts may invest such Unit Distributions in Class A shares of a Fund
at a reduced sales charge. Unitholders of various series of New York Insured
Municipals-Income Trust sponsored by Van Kampen Merritt Inc. (the "New York
Trust"); Unitholders of various series of the Multistate Tax Exempt Trust
sponsored by Advest Inc.; and Unitholders of various series of the Municipal
Insured National Trust, J.C. Bradford & Co. as agent, may purchase Class A
shares of a Fund with Unit Distributions at an offering price which is the net
asset value per share plus a sales charge of 1.5%. Unitholders of various
series of tax-exempt trusts, other than the New York Trust, sponsored by Van
Kampen Merritt Inc. may purchase Class A shares of a Fund with Unit
Distributions at an offering price which is the net asset value per share plus a
sales charge of 1.0%. Each Fund's initial minimum investment requirement is
waived for purchases of Class A shares with Unit Distributions. Shares of a
Fund purchased by Unitholders may be exchanged for Class A shares of any
Eligible Fund subject to the terms and conditions set forth under "How to
Exchange Shares."

RETIREMENT PLANS. You may invest in shares of a Fund through an IRA, SEP,
SARSEP or any other retirement plan. Participant-directed plans, such as 401(k)
plans, profit sharing and money purchase plans and 403(b) plans, that are
subject to Title I of ERISA (each, a "Group Qualified Plan") are entitled to a
reduced sales charge provided the number of employees eligible to participate is
99 or less. The sales charge as a percentage of the offering price and net
amount invested is 3.00% and 3.09%, respectively, and the concession to dealers
as a percentage of the offering price is 2.55%.

There is no sales charge on purchases through a Group Qualified Plan with 100
or more eligible employees. A CDSC of 1.00% will be deducted from the
redemption proceeds of such accounts for redemptions made within 24 months of
purchase. The CDSC will be applied in the same manner as the CDSC on Class B
shares. See "Class B Shares." The Underwriter will pay from its own

15
<PAGE>

resources a sales commission to FIC Representatives and a concession equal to
0.90% of the amount invested to Dealers on such purchases. These sales charges
will be available regardless of whether the account is registered with the
Transfer Agent in the name of the individual participant or the sponsoring
employer or plan trustee. A Group Qualified Plan account will be subject to the
lower of the sales charge for Group Qualified Plans or the sales charge for the
purchase of Fund shares.

CLASS B SHARES. The public offering price of Class B shares of each Fund is
the next determined net asset value, with no initial sales charge imposed. A
CDSC, however, is imposed upon most redemptions of Class B shares at the rates
set forth below:

CONTINGENT DEFERRED SALES CHARGE
YEAR SINCE PURCHASE AS A PERCENTAGE OF DOLLARS INVESTED
PAYMENT MADE OR REDEMPTION PROCEEDS
-------------------- --------------------------------------

First................... 4%
Second.................. 4
Third................... 3
Fourth.................. 3
Fifth................... 2
Sixth................... 1
Seventh and thereafter.. 0

The CDSC will not be imposed on (1) the redemption of Class B shares acquired
as dividends or other distributions, or (2) any increase in the net asset value
of redeemed shares above their initial purchase price (in other words, the CDSC
will be imposed on the lower of net asset value or purchase price). In
determining whether a CDSC is payable on any redemption, it will be assumed that
the redemption is made first of any Class B shares acquired as dividends or
distributions, second of Class B shares that have been held for a sufficient
period of time such that the CDSC no longer is applicable to such shares and
finally of Class B shares held longest during the period of time that a CDSC is
applicable to such shares. This will result in your paying the lowest possible
CDSC.

As an example, assume an investor purchased 100 shares of Class B shares at
$10 per share for a total cost of $1,000 and in the second year after purchase,
the net asset value per share is $12 and, during such time, the investor has
acquired 10 additional Class B shares as dividends. If at such time the
investor makes his or her first redemption of 50 shares (proceeds of $600), 10
shares will not be subject to a CDSC charge because redemptions are first made
of shares acquired through dividend reinvestment. With respect to the remaining
40 shares, the charge is applied only to the original cost of $10 per share and
not to the increase in net asset value of $2 per share. Therefore, $400 of the
$600 redemption proceeds will be charged at a rate of 4.00% (the applicable rate
in the second year after purchase).

For purposes of determining the CDSC on Class B shares, all purchases made
during a calendar month will be deemed to have been made on the first business
day of that month at the average cost of all purchases made during that month.
The holding period of Class B shares acquired through an exchange with another
Eligible Fund will be calculated from the first business day of the month that
the Class B shares were initially acquired in the other Eligible Fund. The
amount of any CDSC will be paid to FIC. The CDSC imposed on the purchase of
Class B shares will be waived under certain circumstances. See "Waivers of CDSC
on Class B Shares" in the SAI.

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<PAGE>

CONVERSION OF CLASS B SHARES. A shareholder's Class B shares will
automatically convert to Class A shares approximately eight years after the date
of purchase, together with a pro rata portion of all Class B shares representing
dividends and other distributions paid in additional Class B shares. The Class
B shares so converted will no longer be subject to the higher expenses borne by
Class B shares. The conversion will be effected at the relative net asset
values per share of the two classes on the first business day of the month
following the month in which the eighth anniversary of the purchase of the Class
B shares occurs. If a shareholder effects one or more exchanges between Class B
shares of the Eligible Funds during the eight-year period, the holding period
for the shares so exchanged will commence upon the date of the purchase of the
original shares. Because the per share net asset value of the Class A shares
may be higher than that of the Class B shares at the time of conversion, a
shareholder may receive fewer Class A shares than the number of Class B shares
converted. See "Determination of Net Asset Value."

GENERAL. The Underwriter may at times agree to reallow to Dealers up to an
additional 0.25% of the dollar amount of shares of the Funds and/or certain
other First Investors funds sold by such Dealers during a specific period of
time. From time to time, the Underwriter also will pay, through additional
reallowances or other sources, a bonus or other compensation to Dealers that
employ a Dealer Representative who sells a minimum dollar amount of the shares
of the Funds and/or certain other First Investors funds during a specific period
of time. Such bonus or other compensation may take the form of reimbursement of
certain seminar expenses, co-operative advertising, or payment for travel
expenses, including lodging incurred in connection with trips taken by
qualifying Dealer Representatives to the Underwriter's principal office in New
York City.

HOW TO EXCHANGE SHARES

Should your investment needs change, you may exchange, at net asset value,
shares of a Fund for shares of any Eligible Fund, including the Money Market
Funds. In addition, Class A shares of a Fund may be exchanged at net asset
value for units of any single payment plan ("plan") sponsored by the
Underwriter. SHARES OF A PARTICULAR CLASS MAY BE EXCHANGED ONLY FOR SHARES OF
THE SAME CLASS OF ANOTHER FUND. Exchanges can only be made into accounts
registered to identical owners. If your exchange is into a new account, it must
meet the minimum investment and other requirements of the fund or plan into
which the exchange is being made. Additionally, the fund or plan must be
available for sale in the state where you reside. Before exchanging Fund shares
for shares of another fund or plan, you should read the Prospectus of the fund
or plan into which the exchange is to be made. You may obtain Prospectuses and
information with respect to which funds or plans qualify for the exchange
privilege free of charge by calling Shareholder Services at 1-800-423-4026.
Exchange requests received in "good order," as defined below, by the Transfer
Agent before the close of regular trading on the NYSE will be processed at the
net asset value determined as of the close of regular trading on the NYSE on
that day; exchange requests received after that time will be processed on the
following trading day.

EXCHANGES BY MAIL. To exchange shares by mail, you should mail requests to
Administrative Data Management Corp., 581 Main Street, Woodbridge, NJ 07095-
1198. Shares will be exchanged after the request is received in "good order" by
the Transfer Agent. "Good order" means that an exchange request must include:
(1) the names of the funds, account numbers (if existing accounts), the dollar
amount, number of shares or percentage of the account you wish to exchange; (2)
share certificates, if issued; and (3) the signature of all registered owners
exactly as the account is registered. If the request is not in good order or
information is missing, the Transfer Agent will seek

17
<PAGE>

additional information from you and process the exchange on the day it receives
such information. Certain account registrations may require additional legal
documentation in order to exchange. To review these requirements, please call
Shareholder Services at 1-800-423-4026.

EXCHANGES BY TELEPHONE. See "Telephone Transactions."

ADDITIONAL EXCHANGE INFORMATION. Exchanges should be made for investment
purposes only. A pattern of frequent exchanges may be contrary to the best
interests of a Fund's other shareholders. Accordingly, each Fund has the right,
at its sole discretion, to limit the amount of an exchange, reject any exchange,
or, upon 60 days' notice, materially modify or discontinue the exchange
privilege. Each Fund will consider all relevant factors in determining whether a
particular frequency of exchanges is contrary to the best interests of the Fund
and/or a class of the Fund and its other shareholders. Any such restriction
will be made by a Fund on a prospective basis only, upon notice to the
shareholder not later than ten days following such shareholder's most recent
exchange.

HOW TO REDEEM SHARES

You may redeem your Fund shares at the next determined net asset value, less
any applicable CDSC, on any day the NYSE is open, directly through the Transfer
Agent. Your Representative may help you with this transaction. Shares may be
redeemed by mail or telephone. Certain account registrations may require
additional legal documentation in order to redeem. Redemption requests received
in "good order" by the Transfer Agent before the close of regular trading on the
NYSE, will be processed at the net asset value, less any applicable CDSC,
determined as of the close of regular trading on the NYSE on that day. Payment
of redemption proceeds generally will be made within seven days. If the shares
being redeemed were recently purchased by check, payment may be delayed to
verify that the check has been honored, normally not more than fifteen days.

Due to emergency conditions, such as snow storms, the Woodbridge offices of
FIC and the Transfer Agent may not be open for business on a day when the NYSE
is open for regular trading and, therefore, would be unable to accept redemption
requests. Should this occur, redemption requests will be executed at the public
offering price determined at the close of regular trading on the NYSE on the
next business day that these offices are open for business.

REDEMPTIONS BY MAIL. Written redemption requests should be mailed to
Administrative Data Management Corp., 581 Main Street, Woodbridge, NJ 07095-
1198. For your redemption request to be in good order, you must include: (1)
the name of the Fund; (2) your account number; (3) the dollar amount, number of
shares or percentage of the account you want redeemed; (4) share certificates,
if issued; (5) the original signatures of all registered owners exactly as the
account is registered; and (6) signature guarantees, if required, as described
below. If your redemption request is not in good order or information is
missing, the Transfer Agent will seek additional information and process the
redemption on the day it receives such information. To review these
requirements, please call Shareholder Services at 1-800-423-4026.

SIGNATURE GUARANTEES. In order to protect you, the Funds and their agents,
each Fund reserves the right to require signature guarantees in order to process
certain exchange or redemption requests. A notary public is not an acceptable
guarantor. See the SAI or call Shareholder Services at 1-800-423-4026 for
instances when signature guarantees are required.

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<PAGE>

REDEMPTIONS BY TELEPHONE. See "Telephone Transactions."

ELECTRONIC FUNDS TRANSFER. Shareholders who have established Electronic Funds
Transfer may have redemption proceeds electronically transferred to a
predesignated bank account. The minimum amount which may be electronically
transferred is $500 and the maximum amount is $50,000. You may redeem shares of
a Fund through electronic funds transfer if the amount of the redemption,
together with all other redemptions made by electronic funds transfer from the
account during the prior 30-day period, does not exceed $100,000. Each Fund has
the right, at its sole discretion, to limit or terminate your ability to
exercise the electronic funds transfer privilege at any time. For additional
information, see the SAI. Applications to establish Electronic Funds Transfer
are available from your FIC Representative or by calling Shareholder Services at
1-800-423-4026.

SYSTEMATIC WITHDRAWAL PLAN. If you own noncertificated shares, you may set up
a plan for redemptions to be made automatically at regular intervals. You may
elect to have the payments automatically (a) sent directly to you or, if
signature guarantees are obtained, to persons you designate; or (b) invested in
shares of the same class of any other Eligible Fund, including the Money Market
Funds; or (c) paid to FIL for the purchase of a life insurance policy or a
variable annuity. See the SAI for more information on the Systematic Withdrawal
Plan. For information regarding the Systematic Withdrawal Plan, call
Shareholder Services at 1-800-423-4026.

REINVESTMENT AFTER REDEMPTION. If you redeem Class A or Class B shares in
your Fund account, you can reinvest within six months from the date of
redemption all or any part of the proceeds in shares of the same class of the
same Fund or any other Eligible Fund, including the Money Market Funds, at net
asset value, on the date the Transfer Agent receives your purchase request. For
more information on the reinvestment privilege, please see the SAI or call
Shareholder Services at 1-800-423-4026.

REPURCHASE THROUGH UNDERWRITER. You may redeem Class A shares through a
Dealer. In this event, the Underwriter, acting as agent for each Fund, will
offer to repurchase or accept an offer to sell such shares at a price equal to
the net asset value next determined after the making of such offer. The Dealer
may charge you an added commission for handling any redemption transaction.

REDEMPTION OF LOW BALANCE ACCOUNTS. Because each Fund incurs certain fixed
costs in maintaining shareholder accounts, each Fund may redeem without your
consent, on at least 60 days' prior written notice (which may appear on your
account statement), any Fund account of Class A or Class B shares which has a
net asset value of less than $500. To avoid such redemption, you may, during
such 60-day period, purchase additional Fund shares of the same class so as to
increase your account balance to the required minimum. There will be no CDSC
imposed on such redemptions of Class B shares. A Fund will not redeem accounts
that fall below $500 solely as a result of a reduction in net asset value.
Accounts established under a Systematic Investment Plan that have been
discontinued prior to meeting the $1,000 minimum are subject to this policy.

Additional information concerning how to redeem shares of a Fund is available
upon request to your Representative or Shareholder Services at 1-800-423-4026.

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<PAGE>

TELEPHONE TRANSACTIONS

Unless you specifically decline to have telephone privileges, you, or any
person who we reasonably believe is authorized to act on your behalf, may redeem
or exchange noncertificated shares of a Fund by calling the Special Services
Department at 1-800-342-6221 weekdays (except holidays) between 9:00 A.M. and
5:00 P.M. (New York City time). Exchange or redemption requests received before
the close of regular trading on the NYSE will be processed at the net asset
value, less any applicable CDSC, determined as of the close of business on that
day. For more information on telephone privileges, please call Shareholder
Services at 1-800-423-4026 or see the SAI.

TELEPHONE EXCHANGES. Exchange requests may be made by telephone (for shares
held on deposit only). Telephone exchanges to Money Market Funds are not
available if your address of record has changed within 60 days prior to the
exchange request.

TELEPHONE REDEMPTIONS. The telephone redemption privilege may be used
provided: (1) the redemption proceeds are being mailed to the address of record;
(2) your address of record has not changed within the past 60 days; (3) the
shares to be redeemed have not been issued in certificate form; (4) each
redemption does not exceed $50,000; and (5) the proceeds of the redemption,
together with all redemptions made from the account during the prior 30-day
period, do not exceed $100,000. TELEPHONE REDEMPTION INSTRUCTIONS WILL BE
ACCEPTED FROM ANY ONE OWNER OR AUTHORIZED INDIVIDUAL.

ADDITIONAL INFORMATION. The Funds, the Adviser, the Underwriter and their
officers, directors and employees will not be liable for any loss, damage, cost
or expense arising out of any instruction (or any interpretation of such
instruction) received by telephone or which they reasonably believe to be
authentic. This policy places the entire risk of loss for unauthorized or
fraudulent transactions on the shareholder, except that if the above-referenced
parties do not follow reasonable procedures, some or all of them may be liable
for any such losses. For more information on telephone transactions see the
SAI. The Funds have the right, at their sole discretion, upon 60 days' notice,
to materially modify or discontinue the telephone exchange and redemption
privilege. During times of drastic economic or market changes, telephone
exchanges or redemptions may be difficult to implement. If you experience
difficulty in making a telephone exchange or redemption, your exchange or
redemption request may be made by regular or express mail, and it will be
implemented at the next determined net asset value, less any applicable CDSC,
following receipt by the Transfer Agent.

MANAGEMENT

BOARD OF DIRECTORS. Each Fund's Board of Directors, as part of its overall
management responsibility, oversees various organizations responsible for that
Fund's day-to-day management.

ADVISER. First Investors Management Company, Inc. supervises and manages each
Fund's investments, supervises all aspects of each Fund's operations and, for
GOVERNMENT FUND, determines the Fund's portfolio transactions. The Adviser is a
New York corporation located at 95 Wall Street, New York, NY 10005. The
Adviser presently acts as investment adviser to 14 mutual funds. First
Investors Consolidated Corporation ("FICC") owns all of the voting common stock
of the Adviser and all of the outstanding stock of FIC and the Transfer Agent.
Mr. Glenn O. Head controls FICC and, therefore, controls the Adviser.

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<PAGE>

As compensation for its services, the Adviser receives an annual fee from each
of the Funds, which is payable monthly. For the fiscal year ended December 31,
1995, GLOBAL FUND's advisory fees were 1.00% of its average daily net assets and
GOVERNMENT FUND's advisory fees, net of waiver, were 0.75% of its average daily
net assets. The SEC staff takes the position that advisory fees of 0.75% or
greater are higher than those paid by most investment companies.

PORTFOLIO MANAGER. Clark D. Wagner has been Portfolio Manager of the
GOVERNMENT FUND since October 1995. Mr. Wagner is also Portfolio Manager for
all of First Investors municipal bond funds and for Government Fund, Target
Maturity 2007 Fund and Target Maturity 2010 Fund of First Investors Life Series
Fund. Mr. Wagner is also responsible for the day-to-day management of the U.S.
Government and mortgage-backed securities portion of Total Return Fund of First
Investors Series Fund. In 1992, he became Chief Investment Officer of FIMCO.

As of April 1994, GLOBAL FUND is managed by WMC's Global Equity Strategy
Group, a group of global portfolio managers and senior investment professionals
headed by Trond Skramstad. Prior to joining WMC as a portfolio manager in 1993,
Mr. Skramstad was a global portfolio manager at Scudder, Stevens & Clark since
1990.

SUBADVISER-GLOBAL FUND. Wellington Management Company has been retained by
the Adviser and GLOBAL FUND as that Fund's investment subadviser. The Adviser
has delegated discretionary trading authority to WMC with respect to all of
GLOBAL FUND's assets, subject to the continuing oversight and supervision by the
Adviser.

WMC, located at 75 State Street, Boston, MA 02109, is a Massachusetts general
partnership of which Robert W. Doran, Duncan M. McFarland and John R. Ryan are
Managing Partners. WMC is a professional investment counseling firm which
provides investment services to investment companies, employee benefit plans,
endowment funds, foundations and other institutions and individuals. As of
December 31, 1995, WMC held discretionary investment authority with respect to
approximately $109.2 billion of assets. Of that amount, WMC acted as investment
adviser or subadviser to approximately 110 registered investment companies or
series of such companies, with net assets of approximately $76.1 billion as of
December 31, 1995. WMC is not affiliated with the Adviser or any of its
affiliates.

As compensation for its services, the Subadviser receives an annual fee from
the Adviser, not from GLOBAL FUND, which is payable monthly. For the fiscal
year ended December 31, 1995, the Subadviser's fees amounted to 0.29% of GLOBAL
FUND's average daily net assets, all of which was paid by the Adviser and not by
the Fund.

BROKERAGE. Each Fund may allocate brokerage commissions, if any, to broker-
dealers in consideration of Fund share distribution, but only when execution and
price are comparable to that offered by other broker-dealers. Brokerage may be
directed to brokers who provide research. See the SAI for more information on
allocation of portfolio brokerage.

UNDERWRITER. Each Fund has entered into an Underwriting Agreement with First
Investors Corporation, 95 Wall Street, New York, NY 10005, as Underwriter. The
Underwriter receives all sales charges in connection with the sale of each
Fund's Class A shares and all CDSCs in connection with each Fund's Class B
shares and may receive other payments under a plan of distribution. See "How to
Buy Shares" and "Distribution Plans."

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<PAGE>

DISTRIBUTION PLANS

Pursuant to separate distribution plans pertaining to each Fund's Class A and
Class B shares ("Class A Plan" or "Class B Plan," and collectively, "Plans"),
each Fund may reimburse or compensate, as applicable, the Underwriter for
certain expenses incurred in the distribution of that Fund's shares
("distribution fees") and the servicing or maintenance of existing Fund
shareholder accounts ("service fees"). Pursuant to the Plans, distribution fees
are paid for activities relating to the distribution of Fund shares, including
costs of printing and dissemination of sales material or literature,
prospectuses and reports used in connection with the sale of Fund shares.
Service fees are paid for the ongoing maintenance and servicing of existing
shareholder accounts, including payments to Representatives who provide
shareholder liaison services to their customers who are holders of that Fund,
provided they meet certain criteria.

Pursuant to each Class A Plan, each Fund's Board of Directors, in its sole
discretion, may periodically allocate the portion of distribution fees and
service fees that Fund may spend, provided the aggregate of such fees paid by
the Fund may not exceed an annual rate of 0.30% of the Fund's average daily net
assets attributable to Class A shares in any one fiscal year. Of that amount,
no more than 0.25% of a Fund's average daily net assets attributable to Class A
shares may be paid as service fees. Payments made to the Underwriter under each
Class A Plan may only be made for reimbursement of specific expenses incurred in
connection with distribution and service activities.

Pursuant to each Class B Plan, each Fund is authorized to pay the Underwriter
a distribution fee at the annual rate of 0.75% of that Fund's average daily net
assets attributable to Class B shares and a service fee of 0.25% of the Fund's
average daily net assets attributable to Class B shares. Payments made to the
Underwriter under each Class B Plan will represent compensation for distribution
and service activities, not reimbursement for specific expenses incurred.

Although Class B shares are sold without an initial sales charge, the
Underwriter pays from its own resources a sales commission to FIC
Representatives and a concession equal to 3.5% of the amount invested to Dealers
who sell Class B shares. In addition, the Underwriter will make quarterly
payments of service fees to Representatives commencing after the thirteenth
month following the initial sale of Class B shares. The Underwriter will make
such payments at an annual rate of up to 0.25% of the average net asset value of
Class B shares which are attributable to shareholders for whom the
Representatives are designated as dealer of record.

The Funds may suspend or modify payments under the Plans at any time, and
payments are subject to the continuation of each Plan, the terms of any dealer
agreements between Dealers and the Underwriter and any applicable limits imposed
by the National Association of Securities Dealers, Inc. Each Fund will not
carry over any fees under the Plans to the next fiscal year. See "Distribution
Plans" in the SAI for a full discussion of the various Plans.

DETERMINATION OF NET ASSET VALUE

The net asset value of each Fund's shares fluctuates and is determined
separately for each class of shares. The per share net asset value of the Class
B shares will generally be lower than that of the Class A shares because of the
higher expenses borne by the Class B shares. The net asset value of shares of a
given class of each Fund is determined as of the close of regular trading on the
NYSE (generally 4:00 P.M., New York City time) on each day the NYSE is open for
trading, and at such

22
<PAGE>

other times as such Fund's Board of Directors deems necessary, by dividing the
market value of the securities held by such Fund, plus any cash and other
assets, less all liabilities attributable to that class, by the number of shares
of the applicable class outstanding. If there is no available market value,
securities will be valued at their fair value as determined in good faith
pursuant to procedures adopted by each Fund's Board of Directors. The NYSE
currently observes the following holidays: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

DIVIDENDS AND OTHER DISTRIBUTIONS

Dividends from net investment income are generally declared daily by
GOVERNMENT FUND and annually by GLOBAL FUND. Unless you direct the Transfer
Agent otherwise, (a) dividends declared on a class of shares of GOVERNMENT FUND
are paid in additional shares of that class at the net asset value generally
determined as of the close of business on the first business day of the
following month and (b) dividends declared on a class of shares of GLOBAL FUND
are paid in additional shares of that class at the net asset value generally
determined as of the close of business on the business day immediately following
the record date of the dividend. If you redeem all of your shares of GOVERNMENT
FUND at any time during a month, you are paid all dividends declared through the
day prior to the date of the redemption, together with the proceeds of your
redemption, less any applicable CDSC. Net investment income includes interest
and dividends, earned discount and other income earned on portfolio securities
less expenses.

Each Fund also distributes with its regular dividend at the end of each year
substantially all of (a) its net capital gain (the excess of net long-term
capital gain over net short-term capital loss) and net short-term capital gain,
if any, after deducting any available capital loss carryovers, and (b) for
GLOBAL FUND, any net realized gains from foreign currency transactions. Unless
you direct the Transfer Agent otherwise, these distributions are paid in
additional shares of the same class of the distributing Fund at the net asset
value generally determined as of the close of business on the business day
immediately following the record date of the distribution. A Fund may make an
additional distribution in any year if necessary to avoid a Federal excise tax
on certain undistributed income and capital gain.

Dividends and other distributions paid on both classes of a Fund's shares are
calculated at the same time and in the same manner. Dividends on Class B shares
of a Fund are expected to be lower than those for its Class A shares because of
the higher distribution fees borne by the Class B shares. Dividends on each
class also might be affected differently by the allocation of other class-
specific expenses.

In order to be eligible to receive a dividend or other distribution, you must
own Fund shares as of the close of business on the record date of the
distribution. You may elect to receive dividends and/or other distributions in
cash by notifying the Transfer Agent by telephone or in writing prior to the
record date of any such distribution. If you elect this form of payment, the
payment date generally is two weeks following the record date of any such
distribution. Your election remains in effect until you revoke it by notifying
the Transfer Agent.

You may elect to invest the entire amount of any cash distribution on Class A
shares of a Fund in Class A shares of any Eligible Fund, including the Money
Market Funds, by notifying the Transfer Agent. See "How to Buy Shares--Cross-
Investment of Cash Distributions." The investment will be

23
<PAGE>

made at the net asset value per Class A share of the other fund, generally
determined as of the close of business, on the business day immediately
following the record date of any such distribution.

A dividend or other distribution paid on a class of shares of a Fund will be
paid in additional shares of that class and not in cash if any of the following
events occur: (1) the total amount of the distribution is under $5, (2) the
Fund has received notice of your death on an individual account (until written
alternate payment instructions and other necessary documents are provided by
your legal representative), or (3) a distribution check is returned to the
Transfer Agent, marked as being undeliverable, by the U.S. Postal Service after
two consecutive mailings.

TAXES

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

Dividends from a Fund's investment company taxable income are taxable to you
as ordinary income, to the extent of the Fund's earnings and profits, whether
paid in cash or in additional Fund shares. Distributions of a Fund's net
capital gain, when designated as such, are taxable to you as long-term capital
gain, whether paid in cash or in additional Fund shares, regardless of the
length of time you have owned your shares. If you purchase shares shortly
before the record date for a dividend or other distribution, you will pay full
price for the shares and receive some portion of the price back as a taxable
distribution. You will receive an annual statement following the end of each
calendar year describing the tax status of distributions paid by your Fund
during that year.

Each Fund is required to withhold 31% of all dividends, capital gain
distributions and redemption proceeds payable to you (if you are an individual
or certain other non-corporate shareholder) if the Fund is not furnished with
your correct taxpayer identification number, and the same percentage of
dividends and such distributions in certain other circumstances.

Your redemption of Fund shares will result in a taxable gain or loss to you,
depending on whether the redemption proceeds are more or less than your adjusted
basis for the redeemed shares (which normally includes any initial sales charge
paid on Class A shares). An exchange of Fund shares for shares of any Eligible
Fund generally will have similar tax consequences. However, special tax rules
apply if you (1) dispose of Class A shares through a redemption or exchange
within 90 days of your purchase and (2) subsequently acquire Class A shares of
the same Fund or an Eligible Fund without paying a sales charge due to the
reinvestment privilege or exchange privilege. In these cases, any gain on your
disposition of the original Class A shares will be increased, or loss decreased,
by the amount of the sales charge you paid when the shares were acquired, and
that amount will increase the basis of the Eligible Fund's shares you
subsequently acquired. In addition, if you purchase Fund shares within 30 days
before or after redeeming other shares of that Fund (regardless of class) at a
loss, all or a portion of the loss will not be deductible and will increase the
basis of the newly purchased shares.

No gain or loss will be recognized to a shareholder as a result of a
conversion of Class B shares into Class A shares.

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<PAGE>

The foregoing is only a summary of some of the important Federal tax
considerations generally affecting each Fund and its shareholders; see the SAI
for a further discussion. There may be other Federal, state and local tax
considerations applicable to a particular investor. For instance, distributions
by GOVERNMENT FUND attributable to interest earned on its investments that are
direct obligations of the U.S. Government may be exempt from income tax under
state and local laws. You therefore are urged to consult you own tax adviser.

PERFORMANCE INFORMATION

For purposes of advertising, each Fund's performance may be calculated for
each class of its shares based on average annual total return and total return.
Each of these figures reflects past performance and does not necessarily
indicate future results. Average annual total return shows the average annual
percentage change in an assumed $1,000 investment. It reflects the hypothetical
annually compounded return that would have produced the same total return if a
Fund's performance had been constant over the entire period. Because average
annual total return tends to smooth out variations in a Fund's return, you
should recognize that it is not the same as actual year-by-year results.
Average annual total return includes the effect of paying the maximum sales
charge (in the case of Class A shares) or the deduction of any applicable CDSC
(in the case of Class B shares) and payment of dividends and other distributions
in additional shares. One, five and ten year periods will be shown unless the
class has been in existence for a shorter period. Total return is computed
using the same calculations as average annual total return. However, the rate
expressed is the percentage change from the initial $1,000 invested to the value
of the investment at the end of the stated period. Total return calculations
assume reinvestment of dividends and other distributions.

GOVERNMENT FUND also may advertise its yield for each class of shares. Yield
reflects investment income net of expenses over a 30-day (or one-month) period
on a Fund share, expressed as an annualized percentage of the maximum offering
price per share for Class A shares and the net asset value per share for Class B
shares at the end of the period. Yield computations differ from other
accounting methods and therefore may differ from dividends actually paid or
reported net income. GOVERNMENT FUND may also advertise its "actual
distribution rate" for each class of shares. This is computed in the same
manner as yield except that actual income dividends declared per share during
the period in question are substituted for net investment income per share. In
addition, GOVERNMENT FUND calculates its "actual distribution rate" based upon
net asset value for dissemination to existing shareholders.

Each of the above performance calculations may be based on investment at
reduced sales charge levels or at net asset value. Any quotation of performance
figures not reflecting the maximum sales charge or CDSC will be greater than if
the maximum sales charge or CDSC were used. Each class of shares of a Fund has
different expenses which will affect its performance. Additional performance
information is contained in the Funds' Annual Reports which may be obtained
without charge by contacting the Funds at 1-800-423-4026.

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<PAGE>

GENERAL INFORMATION

ORGANIZATION. GLOBAL FUND and GOVERNMENT FUND were incorporated in the state
of Maryland on March 9, 1981 and September 21, 1983, respectively. GLOBAL
FUND'S authorized capital stock consists of 100 million shares of common stock,
all of one series, with a par value per share of $1.00. GOVERNMENT FUND'S
authorized capital stock consists of 1 billion shares of common stock, all of
one series, with a par value per share of $.01. Each Fund is authorized to
issue shares of common stock in such separate and distinct series and classes of
shares as the particular Fund's Board of Directors shall from time to time
establish. The shares of common stock of each Fund are presently divided into
two classes, designated Class A shares and Class B shares. Each class of a Fund
represents interests in the same assets of that Fund. The Funds do not hold
annual shareholder meetings. If requested to do so by the holders of at least
10% of a Fund's outstanding shares, such Fund's Board of Directors will call a
special meeting of shareholders for any purpose, including the removal of
Directors. Each share of each Fund has equal voting rights except as noted
above.

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

TRANSFER AGENT. Administrative Data Management Corp., 581 Main Street,
Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as transfer and
dividend disbursing agent for each Fund and as redemption agent for regular
redemptions. The Transfer Agent's telephone number is 1-800-423-4026.

SHARE CERTIFICATES. The Funds do not issue certificates for Class B shares or
for Class A shares purchased under any retirement account. The Funds, however,
will issue share certificates for Class A shares at the shareholder's request.
Ownership of shares of each Fund is recorded on a stock register by the Transfer
Agent and shareholders have the same rights of ownership with respect to such
shares as if certificates had been issued.

CONFIRMATIONS AND STATEMENTS. You will receive confirmations of purchases and
redemptions of shares of a Fund. Statements of shares owned will be sent to you
following a transaction in the account, including payment of a dividend or
capital gain distribution in additional shares or cash.

SHAREHOLDER INQUIRIES. Shareholder inquiries can be made by calling
Shareholder Services at 1-800-423-4026.

ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. It is each Fund's practice to
mail only one copy of its annual and semi-annual reports to any address at which
more than one shareholder with the same last name has indicated that mail is to
be delivered. Additional copies of the reports will be mailed if requested in
writing or by telephone by any shareholder. Each Fund will ensure that an
additional copy of such reports are sent to any shareholder who subsequently
changes his or her mailing address.

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<PAGE>

TABLE OF CONTENTS

Fee Table................................................... 2
Financial Highlights........................................ 4
Investment Objectives and Policies.......................... 6
Alternative Purchase Plans.................................. 11
How to Buy Shares........................................... 12
How to Exchange Shares...................................... 17
How to Redeem Shares........................................ 18
Telephone Transactions...................................... 20
Management.................................................. 20
Distribution Plans.......................................... 22
Determination of Net Asset Value............................ 22
Dividends and Other Distributions........................... 23
Taxes....................................................... 24
Performance Information..................................... 25
General Information......................................... 26

INVESTMENT ADVISER CUSTODIANS
First Investors Management The Bank of New York
Company, Inc. 48 Wall Street
95 Wall Street New York, NY 10286
New York, NY 10005
Brown Brothers
SUBADVISER Harriman & Co.
Wellington Management 40 Water Street
Company Boston, MA 02109
75 State Street
Boston, MA 02109 AUDITORS
Tait, Weller & Baker
UNDERWRITER Two Penn Center Plaza
First Investors Corporation Philadelphia, PA 19102-1707
95 Wall Street
New York, NY 10005 TRANSFER AGENT
Administrative Data
LEGAL COUNSEL Management Corp.
Kirkpatrick & Lockhart LLP 581 Main Street
1800 Massachusetts Avenue, N.W. Woodbridge, NJ 07095-1198
Washington, D.C. 20036

This Prospectus is intended to constitute an offer by each Fund only of the
securities of which it is the issuer and is not intended to constitute an offer
by either Fund of the securities of the other Fund whose securities are also
offered by this Prospectus. Neither Fund intends to make any representation as
to the accuracy or completeness of the disclosure in this Prospectus relating to
the other Fund. No dealer, salesman or any other person has been authorized to
give any information or to make any representations other than those contained
in this Prospectus or the Statement of Additional Information, and if given or
made, such information and representation must not be relied upon as having been
authorized by either Fund, First Investors Corporation, or any affiliate
thereof. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the shares offered hereby in any state to any person
to whom it is unlawful to make such offer in such state.
<PAGE>

First Investors
Global Fund, Inc.
- ----------------------------

First Investors
Government Fund, Inc.

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

Prospectus

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

April 29, 1996

First Investors Logo

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

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

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

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

The following language appears on the lefthand side:

FIRST INVESTORS GOVERNMENT FUND, INC.
FIRST INVESTORS GLOBAL FUND, INC.
95 WALL STREET
NEW YORK, NY 10005

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

FIGG001

<PAGE>

FIRST INVESTORS GLOBAL FUND, INC.
FIRST INVESTORS GOVERNMENT FUND, INC.
95 Wall Street 1-800-423-4026
New York, New York 10005

STATEMENT OF ADDITIONAL INFORMATION

DATED APRIL 29, 1996

This is a Statement of Additional Information ("SAI") for FIRST INVESTORS
GLOBAL FUND, INC. ("GLOBAL FUND") and FIRST INVESTORS GOVERNMENT FUND, INC.
("GOVERNMENT FUND"), each of which is an open-end diversified management
investment company. GLOBAL FUND and GOVERNMENT FUND are referred to herein
collectively as "Funds." The investment objective of each Fund is as follows:

GLOBAL FUND primarily seeks long-term capital growth and secondarily seeks
to earn a reasonable level of current income.

GOVERNMENT FUND seeks to achieve a significant level of current income
which is consistent with security and liquidity of principal by investing, under
normal market conditions, no less than 80% of its assets in obligations issued
or guaranteed as to principal and interest by the U.S. Government, its agencies
or instrumentalities, including mortgage-backed securities.

There can be no assurance that either Fund will achieve its investment
objective.

This SAI is not a prospectus. It should be read in conjunction with the
Funds' Prospectus dated April 29, 1996 which may be obtained free of cost from
the Funds at the address or telephone number noted above.

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TABLE OF CONTENTS
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Page
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Investment Policies............................. 2
Investment Restrictions......................... 7
Directors and Officers.......................... 11
Management...................................... 14
Underwriter..................................... 16
Distribution Plans.............................. 16
Determination of Net Asset Value................ 17
Allocation of Portfolio Brokerage............... 18
Reduced Sales Charges, Additional Exchange and
Redemption Information and Other Services...... 19
Taxes........................................... 26
Performance Information......................... 29
General Information............................. 33
Appendix A...................................... 35
Appendix B...................................... 36
Appendix C...................................... 37
Financial Statements
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INVESTMENT POLICIES

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

CERTIFICATES OF ACCRUAL ON U.S. TREASURY SECURITIES. GOVERNMENT FUND may
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purchase certificates, not issued by the U.S. Treasury, which evidence ownership
of future interest, principal or interest and principal payments on obligations
issued by the U.S. Treasury. The actual U.S. Treasury securities will be held
by a custodian on behalf of the certificate holder. These certificates are
purchased with original issue discount and are subject to greater fluctuations
in market value, based upon changes in market interest rates, than income-
producing securities.

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

CONVERTIBLE SECURITIES. GLOBAL FUND may invest in convertible securities.
----------------------
While no securities investment is without some risk, investments in convertible
securities generally entail less risk than the issuer's common stock, although
the extent to which such risk is reduced depends in large measure upon the
degree to which the convertible security sells above its value as a fixed income
security. The Funds' investment adviser, First Investors Management Company,
Inc. ("Adviser" or "FIMCO"), or GLOBAL FUND's subadviser, Wellington Management
Company ("Subadviser" or "WMC"), will decide to invest based upon a fundamental
analysis of the long-term attractiveness of the issuer and the underlying common
stock, the evaluation of the relative attractiveness of the current price of the
underlying common stock and the judgment of the value of the convertible
security relative to the common stock at current prices.

LOANS OF PORTFOLIO SECURITIES. Each Fund may loan securities to qualified
------------------------------
broker-dealers or other institutional investors provided: the borrower pledges
to the Fund and agrees to maintain at all times with the Fund collateral equal
to not less than 100% of the value of the securities loaned (plus accrued
interest or dividend, if any); the loan is terminable at will by a Fund; the
Fund pays only reasonable custodian fees in connection with the loan; and the
Adviser monitors the creditworthiness of the borrower throughout the life of the
loan. Such loans may be terminated by the Fund at any time and a Fund may vote
the proxies if a material event affecting the investment is to occur. The
market risk applicable to any security loaned remains a risk of the Fund. The
borrower must add to the collateral whenever the market value of the securities
rises above the level of such collateral. A Fund could incur a loss if the
borrower should fail financially at a time when the value of the loaned
securities is greater than the collateral. GLOBAL FUND

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may make loans not in excess of 10% of its total assets. GOVERNMENT FUND may
not make loans, together with repurchase agreements maturing in more than seven
days, in excess of 15% of its net assets.

MORTGAGE-BACKED SECURITIES. GOVERNMENT FUND may invest in mortgage-backed
--------------------------
securities, including those representing an undivided ownership interest in a
pool of mortgage loans. Each of the certificates described below is
characterized by monthly payments to the security holder, reflecting the monthly
payments made by the mortgagees of the underlying mortgage loans. The payments
to the security holders (such as the Fund), like the payments on the underlying
loans, represent both principal and interest. Although the underlying mortgage
loans are for specified periods of time, such as twenty to thirty years, the
borrowers can, and typically do, repay them sooner. Thus, the security holders
frequently receive prepayments of principal, in addition to the principal which
is part of the regular monthly payments. A borrower is more likely to prepay a
mortgage which bears a relatively high rate of interest. Thus, in times of
declining interest rates, some higher yielding mortgages might be repaid
resulting in larger cash payments to the Fund, and the Fund will be forced to
accept lower interest rates when that cash is used to purchase additional
securities.

Interest rate fluctuations may significantly alter the average maturity of
mortgage-backed securities, due to the level of refinancing by homeowners. When
interest rates rise, prepayments often drop, which should increase the average
maturity of the mortgage-backed security. Conversely, when interest rates fall,
prepayments often rise, which should decrease the average maturity of the
mortgage-backed security.

GNMA CERTIFICATES. Government National Mortgage Association ("GNMA")
-----------------
certificates ("GNMA Certificates") are mortgage-backed securities, which
evidence an undivided interest in a pool of mortgage loans. GNMA Certificates
differ from bonds in that principal is paid back monthly by the borrower over
the term of the loan rather than returned in a lump sum at maturity. GNMA
Certificates that the Fund purchases are the "modified pass-through" type.
"Modified pass-through" GNMA Certificates entitle the holder to receive a share
of all interest and principal payments paid and owed on the mortgage pool net of
fees paid to the "issuer" and GNMA, regardless of whether or not the mortgagor
actually makes the payment.

GNMA GUARANTEE. The National Housing Act authorizes GNMA to guarantee
--------------
the timely payment of principal and interest on securities backed by a pool of
mortgages insured by the Federal Housing Administration ("FHA") or the Farmers'
Home Administration ("FMHA"), or guaranteed by the Department of Veteran Affairs
("VA"). The GNMA guarantee is backed by the full faith and credit of the U.S.
Government. GNMA also is empowered to borrow without limitation from the U.S.
Treasury if necessary to make any payments required under its guarantee.

LIFE OF GNMA CERTIFICATES. The average life of a GNMA Certificate is
-------------------------
likely to be substantially less than the original maturity of the mortgage pools
underlying the securities. Prepayments of principal by mortgagors and mortgage
foreclosures will usually result in the return of the greater part of principal
investment long before maturity of the mortgages in the pool. The Fund normally
will not distribute principal payments (whether regular or prepaid) to its
shareholders. Rather, it will invest such payments in additional mortgage-
backed securities of the types described above. Interest received by the Fund
will, however, be distributed to shareholders. Foreclosures impose no risk to
principal investment because of the GNMA guarantee. As prepayment rates of the
individual mortgage pools vary widely, it is not possible to predict accurately
the average life of a particular issue of GNMA Certificates.

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YIELD CHARACTERISTICS OF GNMA CERTIFICATES. The coupon rate of
------------------------------------------
interest on GNMA Certificates is lower than the interest rate paid on the VA-
guaranteed or FHA-insured mortgages underlying the Certificates by the amount of
the fees paid to GNMA and the issuer. The coupon rate by itself, however, does
not indicate the yield which will be earned on GNMA Certificates. First,
Certificates may trade in the secondary market at a premium or discount.
Second, interest is earned monthly, rather than semi-annually as with
traditional bonds; monthly compounding raises the effective yield earned.
Finally, the actual yield of a GNMA Certificate is influenced by the prepayment
experience of the mortgage pool underlying it. For example, if the higher-
yielding mortgages from the pool are prepaid, the yield on the remaining pool
will be reduced.

FHLMC SECURITIES. The Federal Home Loan Mortgage Corporation
----------------
("FHLMC") issues two types of mortgage pass-through securities, mortgage
participation certificates ("PCs") and guaranteed mortgage certificates
("GMCs"). PCs resemble GNMA Certificates in that each PC represents a pro rata
share of all interest and principal payments made and owed on the underlying
pool.

FNMA SECURITIES. The Federal National Mortgage Association ("FNMA")
---------------
issues guaranteed mortgage pass-through certificates ("FNMA Certificates").
FNMA Certificates resemble GNMA Certificates in that each FNMA Certificate
represents a pro rata share of all interest and principal payments made and owed
on the underlying pool. FNMA guarantees timely payment of interest on FNMA
Certificates and the full return of principal.

Risk of foreclosure of the underlying mortgages is greater with FHLMC and
FNMA securities because, unlike GNMA Certificates, FHLMC and FNMA securities are
not guaranteed by the full faith and credit of the U.S. Government.

PARTICIPATION INTERESTS. Participation interests which may be held by
-----------------------
GOVERNMENT FUND are pro rata interests in securities held either by banks which
are members of the Federal Reserve System or securities dealers who are members
of a national securities exchange or are market makers in government securities,
which are represented by an agreement in writing between the Fund and the entity
in whose name the security is issued, rather than possession by the Fund. The
Fund will purchase participation interests only in securities otherwise
permitted to be purchased by the Fund, and only when they are evidenced by
deposit, safekeeping receipts, or book-entry transfer, indicating the creation
of a security interest in favor of the Fund in the underlying security.
However, the issuer of the participation interests to the Fund will agree in
writing, among other things: to promptly remit all payments of principal,
interest and premium, if any, to the Fund once received by the issuer; to
repurchase the participation interest upon seven days' notice; and to otherwise
service the investment physically held by the issuer, a portion of which has
been sold to the Fund.

REPURCHASE AGREEMENTS. A repurchase agreement essentially is a short-term
---------------------
collateralized loan. The lender (a Fund) agrees to purchase a security from a
borrower (typically a broker-dealer) at a specified price. The borrower
simultaneously agrees to repurchase that same security at a higher price on a
future date (which typically is the next business day). The difference between
the purchase price and the repurchase price effectively constitutes the payment
of interest. In a standard repurchase agreement, the securities which serve as
collateral are transferred to a Fund's custodian bank. In a "tri-party"
repurchase agreement, these securities would be held by a different bank for the
benefit of the Fund as buyer and the broker-dealer as seller. In a "quad-party"
repurchase agreement, the Fund's custodian bank also is made a party to the
agreement. Each Fund may enter into repurchase agreements with banks which are

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members of the Federal Reserve System or securities dealers who are members of a
national securities exchange or are market makers in government securities.
GOVERNMENT FUND may enter into repurchase agreements only where the debt
instrument subject to the agreement is a U.S. Government Obligation (as defined
in the Prospectus). The period of these repurchase agreements will usually be
short, from overnight to one week, and at no time will a Fund invest in
repurchase agreements with more than one year in time to maturity. The
securities which are subject to repurchase agreements, however, may have
maturity dates in excess of one year from the effective date of the repurchase
agreement. Each Fund will always receive, as collateral, securities whose
market value, including accrued interest, which will at all times be at least
equal to 100% of the dollar amount invested by the Fund in each agreement, and
the Fund will make payment for such securities only upon physical delivery or
evidence of book entry transfer to the account of the custodian. If the seller
defaults, a Fund might incur a loss if the value of the collateral securing the
repurchase agreement declines, and might incur disposition costs in connection
with liquidating the collateral. In addition, if bankruptcy or similar
proceedings are commenced with respect to the seller of the security,
realization upon the collateral by a Fund may be delayed or limited. No Fund
may enter into a repurchase agreement with more than seven days to maturity if,
as a result, more than 15% of such Fund's net assets would be invested in such
repurchase agreements and other illiquid investments.

RESTRICTED AND ILLIQUID SECURITIES. No Fund will purchase or otherwise
----------------------------------
acquire any security if, as a result more than 15% of its net assets (taken at
current value) would be invested in securities that are illiquid by virtue of
the absence of a readily available market or legal or contractual restrictions
on resale. This policy includes foreign issuers' unlisted securities with a
limited trading market and repurchase agreements maturing in more than seven
days. This policy does not include restricted securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933, as amended ("1933 Act"),
which each Fund's Board of Directors or the Adviser, or for GLOBAL FUND, the
Subadviser has determined under Board-approved guidelines are liquid.

Restricted securities which are illiquid may be sold only in privately
negotiated transactions or in public offerings with respect to which a
registration statement is in effect under the 1933 Act. Such securities include
those that are subject to restrictions contained in the securities laws of other
countries. Securities that are freely marketable in the country where they are
principally traded, but would not be freely marketable in the United States,
will not be subject to this 15% limitation, as noted above. Where registration
is required, a Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time a Fund may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, a Fund might obtain a less favorable price than
prevailed when it decided to sell.

In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities and
corporate bonds and notes. These instruments are often restricted securities
because the securities are either themselves exempt from registration or sold in
transactions not requiring registration. Institutional investors generally will
not seek to sell these instruments to the general public, but instead will often
depend on an efficient institutional market in which such unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal restrictions
on resale to the general public or certain institutions is not dispositive of
the liquidity of such investments.

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Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders. An insufficient number
of qualified institutional buyers interested in purchasing Rule 144A-eligible
securities held by a Fund, however, could affect adversely the marketability of
such portfolio securities and a Fund might be unable to dispose of such
securities promptly or at reasonable prices.

SEPARATED OR DIVIDED U.S. TREASURY SECURITIES. GOVERNMENT FUND may invest
---------------------------------------------
in separated or divided U.S. Treasury securities. These instruments represent a
single interest, or principal, payment on a U.S. Treasury bond which has been
separated from all the other interest payments as well as the bond itself. When
the Fund purchases such an instrument, it purchases the right to receive a
single payment of a set sum at a known date in the future. The interest rate on
such an instrument is determined by the price the Fund pays for the instrument
when it purchases the instrument at a discount under what the instrument
entitles the Fund to receive when the instrument matures. The amount of the
discount the Fund will receive will depend upon the length of time to maturity
of the separated U.S. Treasury security and prevailing market interest rates
when the separated U.S. Treasury security is purchased. Separated U.S. Treasury
securities can be considered a zero coupon investment because no payment is made
to the Fund until maturity. The market values of these securities are much more
susceptible to change in market interest rates than income-producing securities.
These securities are purchased with original issue discount and such discount is
includable as gross income to a Fund shareholder over the life of the security.

WARRANTS. GLOBAL FUND may purchase warrants, which are instruments that
--------
permit the Fund to acquire, by subscription, the capital stock of a corporation
at a set price, regardless of the market price for such stock. Warrants may be
either perpetual or of limited duration. There is a greater risk that warrants
might drop in value at a faster rate than the underlying stock. The Fund may
invest up to 5% of its total assets in warrants, of which no more than 2% may
not be listed on the New York or American Stock Exchange.

WHEN-ISSUED SECURITIES. Each Fund many invest up to 5% of its net assets
----------------------
in securities issued on a when-issued or delayed delivery basis at the time the
purchase is made. A Fund generally would not pay for such securities or start
earning interest on them until they are issued or received. However, when a
Fund purchases debt obligations on a when-issued basis, it assumes the risks of
ownership, including the risk of price fluctuation, at the time of purchase, not
at the time of receipt. Failure of the issuer to deliver a security purchased
by a Fund on a when-issued basis may result in such Fund incurring a loss or
missing an opportunity to make an alternative investment. When a Fund enters
into a commitment to purchase securities on a when-issued basis, it establishes
a separate account with its custodian consisting of cash or liquid high-grade
debt securities equal to the amount of the Fund's commitment, which are valued
at their fair market value. If on any day the market value of this segregated
account falls below the value of the Fund's commitment, the Fund will be
required to deposit additional cash or qualified securities into the account
until equal to the value of the Fund's commitment. When the securities to be
purchased are issued, the Fund will pay for the securities from available cash,
the sale of securities in the segregated account, sales of other securities and,
if necessary, from sale of the when-issued securities themselves although this
is not ordinarily expected. Securities purchased on a when-issued basis are
subject to the risk that yields available in the market, when delivery takes
place, may be higher than the rate to be received on the securities a Fund is
committed to purchase. Sale of

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securities in the segregated account or other securities owned by a Fund and
when-issued securities may cause the realization of a capital gain or loss.

PORTFOLIO TURNOVER. Although the Funds generally will not invest for
------------------
short-term trading purposes, portfolio securities may be sold from time to time
without regard to the length of time they have been held when, in the opinion of
the Adviser, or for GLOBAL FUND, its Subadviser, investment considerations
warrant such action. Portfolio turnover rate is calculated by dividing (1) the
lesser of purchases or sales of portfolio securities for the fiscal year by (2)
the monthly average of the value of portfolio securities owned during the fiscal
year. A 100% turnover rate would occur if all the securities in a Fund's
portfolio, with the exception of securities whose maturities at the time of
acquisition were one year or less, were sold and either repurchased or replaced
within one year. A high rate of portfolio turnover generally leads to
transaction costs and may result in a greater number of taxable transactions.
See "Allocation of Portfolio Brokerage." GLOBAL FUND's portfolio turnover rate
for the fiscal years ending December 31, 1994 and 1995 was 56% and 47%,
respectively. See the Prospectus for the portfolio turnover rate for the
GOVERNMENT FUND.

INVESTMENT RESTRICTIONS

The investment restrictions set forth below have been adopted by the
respective Fund and, unless identified as non-fundamental policies, may not be
changed without the affirmative vote of a majority of the outstanding voting
securities of that Fund. As provided in the Investment Company Act of 1940, as
amended ("1940 Act"), a "vote of a majority of the outstanding voting securities
of the Fund" means the affirmative vote of the lesser of (1) more than 50% of
the outstanding shares of the Fund or (2) 67% or more of the shares present at a
meeting, if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy. Except with respect to borrowing, changes in
values of a particular Fund's assets will not cause a violation of the following
investment restrictions so long as percentage restrictions are observed by such
Fund at the time it purchases any security.

GLOBAL FUND. GLOBAL FUND will not:
-----------

(1) Borrow money, except from banks and only for temporary or emergency
purposes and then in amounts not in excess of 5% of its total assets taken at
cost or value, whichever is the lesser.

(2) Make loans to other persons, except that the Fund's Board of Directors
may, on the request of broker-dealers or other institutional investors that it
deems qualified, authorize the Fund to lend securities for the purpose of
covering short positions of the borrower, but only when the borrower pledges
cash collateral to the Fund and agrees to maintain such collateral so that it
amounts at all times to at least 100% of the value of the securities. Such
security loans will not be made if as a result the aggregate of such loans
exceed 10% of the value of the Fund's total assets. The purchase of a portion
of an issue of publicly distributed debt securities is not considered the making
of a loan. This restriction is not intended to prohibit the Fund from investing
in repurchase agreements.

(3) With respect to 75% of the Fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer.

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(4) Invest more than 15% of the value of its total assets in warrants. As
a matter of non-fundamental policy, the Fund has undertaken to a certain state
in which shares of the Fund are sold, not to purchase warrants if as a result
the Fund would then have more than 5% of its total assets, valued at the lower
of cost or market, invested in warrants (of which no more than 2% may be
warrants not listed on the New York or American Stock Exchange).

(5) Invest more than 25% of the value of its total assets in securities of
foreign issuers, other than American Depository Receipts, that are not listed on
a recognized U.S. or foreign securities exchange, including no more than 10% of
the value of its assets in securities with a limited trading market.

(6) Invest 25% or more of the value of its total assets in a particular
industry at one time. The Fund, however, is not limited in the amount of its
total assets that may be invested in any particular country.

(7) Underwrite securities of other issuers, except to the extent that the
purchase and sale of restricted securities may be deemed to be underwriting.

(8) Purchase or sell real estate, commodities or commodity contracts.
However, the Fund may purchase interests in real estate investment trusts whose
securities are registered under the 1933 Act and are readily marketable, and may
purchase or sell options on securities, securities indices and foreign
currencies, stock index futures, interest rate futures and foreign currency
futures, as well as options on such futures contracts.

(9) Invest in companies for the purpose of exercising control or
management.

(10) Purchase any securities on margin or sell any securities short, except
to make margin deposits in connection with the use of options, futures contracts
and options on futures contracts.

(11) Purchase or retain securities of any issuer if any officer or Director
of the Fund or the Adviser owns beneficially more than 1/2 of 1% of the
securities of such issuer and, together such officers and Directors own more
than 5% of the securities of such issuer.

(12) Purchase or sell portfolio securities from or to the Adviser or any
Director or officer thereof or of the Fund, as principals.

(13) Buy or sell puts, calls, straddles or spreads, except with respect to
options on securities, securities indices and foreign currencies or on futures
contracts.

(14) Issue senior securities.

(15) Invest more than 5% of the value of its total assets in securities of
issuers that have been in business for less than three years.

(16) Invest in securities of other domestic investment companies, except in
connection with a merger of another investment company, although the Fund may
purchase the securities of foreign investment companies or investment trusts in
the open market where no commissions or profits accrue to a sponsor or dealer
other than customary broker's commission, provided such securities do not have
an

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<PAGE>

aggregate value (at cost) of more than 10% of the value of the Fund's total net
assets. Investment in securities of other investment companies may cause a
duplication of management and/or advisory fees.

The Fund also has filed the following undertakings to comply with the
requirements of certain states in which Fund shares are sold, which may be
changed without shareholder approval:

(1) In the event the original custodian or any successor custodian resigns
or for any reason cannot or will not continue to serve as custodian and no
successor custodian can be found, the Fund will submit to shareholders, for
their approval or disapproval, the matter of possible liquidation of the Fund.

(2) Notwithstanding fundamental investment restriction (8) above, the Fund
will not invest in real estate limited partnership interests, or in interests in
real estate investment trusts that are not readily marketable or in oil, gas or
other mineral leases or exploration or development programs.

The following investment restrictions are not fundamental and may be
changed without prior shareholder approval. These restrictions provide that the
Fund may not.

(1) Purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities, including repurchase agreements not
entitling the holder to payment of principal and interest within seven days and
any securities that are illiquid by virtue of legal or contractual restrictions
on resale or the absence of a readily available market. The Directors, or the
Fund's investment adviser acting pursuant to authority delegated by the
Directors, may determine that a readily available market exists for securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as
amended, or any other applicable rule, and therefore that such securities are
not subject to the foregoing limitation.

(2) Pledge, mortgage or hypothecate any of its assets, except that the Fund
may pledge its assets to secure borrowings made in accordance with fundamental
investment restriction (1) above, provided the Fund maintains asset coverage of
at least 300% for all such borrowings.

GOVERNMENT FUND. GOVERNMENT FUND will not:
---------------

(1) Borrow money, except as a temporary or emergency measure in an amount
not to exceed 5% of the value of its assets.

(2) Pledge assets, except that the Fund may pledge its assets to secure
borrowings made in accordance with paragraph (1) above, provided the Fund
maintains asset coverage of at least 300% for pledged assets.

(3) Make loans, except by purchase of debt obligations and through
repurchase agreements. However, the Fund's Board of Directors may, on the
request of broker-dealers or other institutional investors which they deem
qualified, authorize the Fund to loan securities to cover the borrower's short
position; provided, however, the borrower pledges to the Fund and agrees to
maintain at all times with the Fund cash collateral equal to not less than 100%
of the value of the securities loaned, the loan is terminable at will by the
Fund, the Fund receives interest on the loan as well as any distributions upon
the securities loaned, the Fund retains voting rights associated with the
securities, the Fund pays only reasonable custodian fees in connection with the
loan, and the Adviser monitors the creditworthiness of

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the borrower throughout the life of the loan; provided further, that such loans
will not be made if the value of all loans, repurchase agreements with more then
seven days to maturity, and other illiquid assets is greater than an amount
equal to 15% of the Fund's net assets.

(4) Purchase, with respect to only 75% of the Fund's assets, the securities
of any issuer (other than U.S. Government Obligations (as defined in the
Prospectus)) if, as a result thereof, (a) more than 5% of the Fund's total
assets (taken at current value) would be invested in the securities of such
issuer, or (b) the Fund would hold more than 10% of any class of securities
(including any class of voting securities) of such issuer (for this purpose, all
debt obligations of an issuer maturing in less than one year are treated as a
single class of securities).

(5) Purchase the securities of an issuer if such purchase, at the time
thereof, would cause more than 5% of the value of the Fund's total assets to be
invested in securities of issuers which, including predecessors, have a record
of less than three years' continuous operation.

(6) Purchase securities on margin; except that the Fund may obtain such
credits as may be necessary for the clearance of purchases and sales of
securities. (The deposit or payment by the Fund of initial or variation margin
in connection with interest rate futures contracts or related options
transactions is not considered the purchase of a security on margin.)

(7) Write put or call options; except that the Fund may write options with
respect to U.S. Government Obligations (as defined in the Prospectus) and
interest rate futures contracts. Notwithstanding the foregoing, a non-
fundamental investment restriction, adopted by the Fund's Board of Directors,
prohibits the Fund from engaging in any option transactions.

(8) Make short sales of securities.

(9) Issue senior securities.

(10) Purchase the securities of other investment trusts, except as they may
be acquired as part of a merger, consolidation or acquisition of assets.

(11) Underwrite securities issued by other persons except to the extent
that, in connection with this disposition of its portfolio investments, it may
be deemed to be an underwriter under federal securities laws.

(12) Buy or sell real estate, (unless acquired as a result of ownership of
securities) or interests in oil, gas or mineral exploration; provided, however,
the Fund may invest in securities secured by real estate or interests in real
estate.

(13) Purchase or sell commodities or commodity contracts, except that the
Fund may purchase and sell interest rate futures contracts and related options.

The Fund has filed the following undertakings to comply with requirements
of certain states in which shares of the Fund are sold, which may be changed
without shareholder approval:

-10-
<PAGE>

(1) Notwithstanding fundamental investment restriction (2) above, the Fund
will not pledge or hypothecate more than 15% of its net assets.

(2) Notwithstanding fundamental investment restriction (4) above, the Fund
will not, as to 100% of its total assets, invest more than 5% in the securities
of any one issuer, exclusive of U.S. Government Obligations.

(3) Notwithstanding fundamental investment restriction (12) above, the Fund
will not invest in real estate limited partnership interests or interests in
real estate investment trusts that are not readily marketable.

(4) The Fund will not retain in its portfolio the securities issued by an
issuer, any of whose officers, directors or security holders is an officer or
Director of the Fund or of the Adviser to the Fund if after the purchase of the
securities of such issuer by the Fund one or more of such officers or directors
owns beneficially more than one-half of one percent (1/2%) of the shares or
securities, or both, of such issuer and such officers and directors owning more
than one-half of one percent (1/2%) of such shares or securities together own
beneficially more than 5% of such shares or securities.

(5) In the event the original custodian or any successor custodian resigns
or for any reason cannot or will not continue to serve as custodian and no
successor custodian can be found, the Fund will submit to shareholders for their
approval or disapproval, the matter of possible liquidation of the Fund.

The Fund has adopted the following non-fundamental investment restriction,
which may be changed without shareholder approval. This restriction provides
that the Fund will not:

Purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities, including repurchase agreements not
entitling the holder to payment of principal and interest within seven days and
any securities that are illiquid by virtue of legal or contractual restrictions
on resale or the absence of a readily available market. The Directors, or the
Fund's investment adviser acting pursuant to authority delegated by the
Directors, may determine that a readily available market exists for securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as
amended, or any other applicable rule, and therefore that such securities are
not subject to the foregoing limitation.

DIRECTORS AND OFFICERS

The following table lists the Directors and executive officers of the
Funds, their age, business address and principal occupations during the past
five years. Unless otherwise noted, an individual's business address is 95 Wall
Street, New York, New York 10005.

GLENN O. HEAD*+ (70), President and Director. Chairman of the Board and
Director, Administrative Data Management Corp. ("ADM"), FIMCO, Executive
Investors Management Company, Inc. ("EIMCO"), First Investors Corporation
("FIC"), Executive Investors Corporation ("EIC") and First Investors
Consolidated Corporation ("FICC").

JAMES J. COY (82), Director, 90 Buell Lane, East Hampton, NY 11937. Retired;
formerly Senior Vice President, James Talcott, Inc. (financial institution).

-11-
<PAGE>

ROGER L. GRAYSON* (39), Director. Director, FIC and FICC; President and
Director, First Investors Resources, Inc.; Commodities Portfolio Manager.

KATHRYN S. HEAD*+ (40), Director, 581 Main Street, Woodbridge, NJ 07095.
President, FICC, EIMCO, FIMCO and ADM; Vice President, Chief Financial Officer
and Director, FIC and EIC; President and Director, First Financial Savings
Bank, S.L.A.

REX R. REED (74), Director, 1381 Fairway Oaks, Kiawah Island, SC 29455.
Retired; formerly Senior Vice President, American Telephone & Telegraph Company.

HERBERT RUBINSTEIN (74), Director, 145 Elm Drive, Roslyn, NY 11576. Retired;
formerly President, Belvac International Industries, Ltd. and President,
Central Dental Supply.

JAMES M. SRYGLEY (63), Director, 33 Hampton Road, Chatham, NJ 07982. Principal,
Hampton Properties, Inc. (property investment company).

JOHN T. SULLIVAN* (64), Director and Chairman of the Board; Director, FIMCO,
FIC, FICC and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.

ROBERT F. WENTWORTH (66), Director, RR1, Box 2554, Upland Downs Road, Manchester
Center, VT 05255. Retired; formerly financial and planning executive with
American Telephone & Telegraph Company.

JOSEPH I. BENEDEK (38), Treasurer, 581 Main Street, Woodbridge, NJ 07095.
Treasurer, FIC FIMCO, EIMCO and EIC; Comptroller and Treasurer, FICC.

CONCETTA DURSO (61), Vice President and Secretary. Vice President, FIMCO, EIMCO
and ADM; Assistant Vice President and Assistant Secretary, FIC and EIC.

CLARK D. WAGNER (37), Vice President, GOVERNMENT FUND. Vice President,
Executive Investors Trust, First Investors Insured Tax Exempt Fund, Inc., First
Investors Multi-State Insured Tax Free Fund, First Investors New York Insured
Tax Free Fund, Inc. and First Investors Series Fund.

- -------------------------------
* These Directors may be deemed to be "interested persons," as defined in the
1940 Act.
+ Mr. Glenn O. Head and Ms. Kathryn S. Head are father and daughter.

All of the officers and Directors, except for Mr. Wagner, hold identical or
similar positions with 13 other registered investment companies in the First
Investors Family of Funds. Mr. Head is also an officer and/or Director of First
Investors Asset Management Company, Inc., First Investors Credit Funding
Corporation, First Investors Leverage Corporation, First Investors Realty
Company, Inc., First Investors Resources, Inc., N.A.K. Realty Corporation, Real
Property Development Corporation, Route 33 Realty Corporation, First Investors
Life Insurance Company, First Financial Savings Bank, S.L.A., First Investors
Credit Corporation and School Financial Management Services, Inc. Ms. Head is
also an officer and/or Director of First Investors Life Insurance Company, First
Investors Credit Corporation, School Financial

-12-
<PAGE>

Management Services, Inc., First Investors Credit Funding Corporation, N.A.K.
Realty Corporation, Real Property Development Corporation, First Investors
Leverage Corporation and Route 33 Realty Corporation.

The following table lists compensation paid to the Directors of GOVERNMENT
FUND for the fiscal year ended December 31, 1995.

<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM FIRST INVESTORS
COMPENSATION ACCRUED AS PART OF UPON FAMILY OF FUNDS
DIRECTOR FROM FUND* FUND EXPENSES RETIREMENT PAID TO DIRECTORS*
- -------- ------------ ------------------- --------------- --------------------
<S> <C> <C> <C> <C>
James J. Coy $2,400 $-0- $-0- $37,200
Roger L. Grayson -0- -0- -0- -0-
Glenn O. Head -0- -0- -0- -0-
Kathryn S. Head -0- -0- -0- -0-
F. William Ortman, Jr.** 1,000 -0- -0- 15,500
Rex R. Reed 2,400 -0- -0- 37,200
Herbert Rubinstein 2,400 -0- -0- 37,200
James M. Srygley*** 2,400 -0- -0- 37,200
John T. Sullivan -0- -0- -0- -0-
Robert F. Wentworth 2,400 -0- -0- 37,200
</TABLE>

The following table lists compensation paid to the Directors of GLOBAL FUND
for the fiscal year ended December 31, 1995.

<TABLE>
<CAPTION>
PENSION OR ESTIMATED TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ANNUAL BENEFITS FROM FIRST INVESTORS
COMPENSATION ACCRUED AS PART OF UPON FAMILY OF FUNDS
DIRECTOR FROM FUND* FUND EXPENSES RETIREMENT PAID TO DIRECTORS*
- -------- ------------ ------------------- --------------- ---------------------
<S> <C> <C> <C> <C>
James J. Coy $3,000 $-0- $-0- $37,200
Roger L. Grayson -0- -0- -0- -0-
Glenn O. Head -0- -0- -0- -0-
Kathryn S. Head -0- -0- -0- -0-
F. William Ortman, Jr.** 1,250 -0- -0- 15,500
Rex R. Reed 3,000 -0- -0- 37,200
Herbert Rubinstein 3,000 -0- -0- 37,200
James M. Srygley*** 3,000 -0- -0- 37,200
John T. Sullivan -0- -0- -0- -0-
Robert F. Wentworth 3,000 -0- -0- 37,200
</TABLE>

* Compensation to officers and interested Directors of the Funds is paid by
the Adviser. In addition, compensation to non-interested Directors of the
Funds is currently voluntarily paid by the Adviser.
** For the period January 1, 1995 through September 21, 1995.
*** For the period January 19, 1995 through December 31, 1995.

-13-
<PAGE>

MANAGEMENT

ADVISER. Investment advisory services to each Fund are provided by
-------
First Investors Management Company, Inc. pursuant to separate Investment
Advisory Agreements (each, an "Advisory Agreement") dated June 13, 1994. Each
Advisory Agreement was approved by the Board of Directors of the applicable
Fund, including a majority of the Directors who are not parties to such Fund's
Advisory Agreement or "interested persons" (as defined in the 1940 Act) of any
such party ("Independent Directors"), in person at a meeting called for such
purpose and by a majority of the public shareholders of the applicable Fund.

Pursuant to each Advisory Agreement, FIMCO shall supervise and manage
each Fund's investments, determine each Fund's portfolio transactions and
supervise all aspects of each Fund's operations, subject to review by the
applicable Fund's Directors. However, with respect to GLOBAL FUND, FIMCO has
delegated these duties to Wellington Management Company. See "Subadviser."
Each Advisory Agreement also provides that FIMCO shall provide the applicable
Fund with certain executive, administrative and clerical personnel, office
facilities and supplies, conduct the business and details of the operation of
such Fund and assume certain expenses thereof, other than obligations or
liabilities of such Fund. Each Advisory Agreement may be terminated at any time
without penalty by the applicable Fund's Directors or by a majority of the
outstanding voting securities of such Fund, or by FIMCO, in each instance on not
less than 60 days' written notice, and shall automatically terminate in the
event of its assignment (as defined in the 1940 Act). Each Advisory Agreement
also provides that it will continue in effect, with respect to the applicable
Fund, for a period of more than two years only if such continuance is approved
annually either by such Fund's Directors or by a majority of the outstanding
voting securities of such Fund, and, in either case, by a vote of a majority of
such Fund's Independent Directors voting in person at a meeting called for the
purpose of voting on such approval.

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

GOVERNMENT FUND
<TABLE>
<CAPTION>
Annual
Average Daily Net Assets Rate
- ------------------------ ------
<S> <C>
Up to $200 million 1.00%
In excess of $200 million up to $500 million 0.75
In excess of $500 million up to $750 million 0.72
In excess of $750 million up to $1.0 billion 0.69
Over $1.0 billion 0.66
</TABLE>

GLOBAL FUND
<TABLE>
<CAPTION>
Annual
Average Daily Net Assets Rate
- ------------------------ ------
<S> <C>
Up to $250 million 1.00%
In excess of $250 million up to $500 million 0.97
In excess of $500 million up to $750 million 0.94
Over $750 million 0.91
</TABLE>

-14-
<PAGE>

For the fiscal years ended December 31, 1993, 1994 and 1995, GLOBAL FUND
paid the Adviser $1,827,462, $2,138,787 and $2,187,070, respectively, in
advisory fees. For the fiscal years ended December 31, 1993, 1994 and 1995,
GOVERNMENT FUND paid the Adviser $2,279,569, $1,844,229 and $1,644,097,
respectively, in advisory fees. With respect to GOVERNMENT FUND, for each of
the fiscal years ended December 31, 1993, 1994 and 1995, the Adviser voluntarily
waived $500,000 in advisory fees.

Pursuant to certain state regulations, the Adviser has agreed to reimburse
a Fund if and to the extent that Fund's aggregate operating and management
expenses, including advisory fees but generally excluding interest, taxes,
brokerage commissions and extraordinary expenses, exceed any limitation on
expenses applicable to that Fund for any full fiscal year (unless a waiver of
such expense limitation is obtained). The amount of any such reimbursement is
limited to the amount of the advisory fees paid or accrued to the Adviser for
the fiscal year. For the fiscal year ended December 31, 1995, no reimbursement
to either Fund was required pursuant to these regulations.

Each Fund bears all expenses of its operations other than those incurred by
the Adviser or Underwriter under the terms of its advisory or underwriting
agreement. Fund expenses include, but are not limited to: the advisory fee;
shareholder servicing fees and expenses; custodian fees and expenses; legal and
auditing fees; expenses of communicating to existing shareholders, including
preparing, printing and mailing prospectuses and shareholder reports to such
shareholders; and proxy and shareholder meeting expenses.

The Adviser has an Investment Committee composed of George V. Ganter,
Margaret Haggerty, Glenn O. Head, Nancy W. Jones, Patricia D. Poitra, Michael
O'Keefe, Clark D. Wagner and Richard Guinnessey. The Committee usually meets
weekly to discuss the composition of the portfolio of each Fund and to review
additions to and deletions from the portfolios.

SUBADVISER. Wellington Management Company has been retained by the Adviser
----------
and GLOBAL FUND as the investment subadviser to GLOBAL FUND under a subadvisory
agreement dated June 13, 1994 ("Subadvisory Agreement"). The Subadvisory
Agreement was approved by the Board of Directors of the Fund, including a
majority of Independent Directors in person at a meeting called for such purpose
and by a majority of the shareholders of the GLOBAL FUND.

The Subadvisory Agreement provides that it will continue for a period of
more than two years from the date of execution only so long as such continuance
is approved annually by either GLOBAL FUND's Board of Directors or a majority of
the outstanding voting securities of the Fund and, in either case, by a vote of
a majority of the Independent Directors voting in person at a meeting called for
the purpose of voting on such approval. The Subadvisory Agreement provides that
it will terminate automatically if assigned or upon the termination of the
Advisory Agreement, and that it may be terminated at any time without penalty by
GLOBAL FUND's Board of Directors or a vote of a majority of the outstanding
voting securities of the Fund or by the Subadvisor upon not more than 60 days'
nor less than 30 days' written notice. The Subadvisory Agreement provides that
WMC will not be liable for any error of judgment or for any loss suffered by the
Fund in connection with the matters to which the Subadvisory Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation or from willful misfeasance, bad faith, gross negligence
or reckless disregard of its obligations and duties.

Under the Subadvisory Agreement, the Adviser will pay to the Subadviser a
fee at an annual rate of 0.400% of the average daily net assets of GLOBAL FUND
up to and including $50 million; 0.275% of

-15-
<PAGE>

the average daily net assets in excess of $50 million up to and including $150
million, 0.225% of the average daily net assets in excess of $150 million up to
and including $500 million; and 0.200% of the average daily net assets in excess
of $500 million. This fee will be computed daily and paid monthly. For the
fiscal years ended December 31, 1993, 1994 and 1995, the Adviser paid the
Subadviser fees of $548,679, $618,727 and $629,591, respectively.

UNDERWRITER

Each Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with First Investors Corporation ("Underwriter" or "FIC") which
requires the Underwriter to use its best efforts to sell shares of the Funds.
Pursuant to each Underwriting Agreement, the Underwriter shall bear all fees and
expenses incident to the registration and qualification of the applicable Fund's
shares. In addition, the Underwriter shall bear all expenses of sales material
or literature, including prospectuses and proxy materials, to the extent such
materials are used in connection with the sale of the Fund's shares, unless the
Fund has agreed to bear such costs pursuant to a plan of distribution. See
"Distribution Plans." Each Underwriting Agreement was approved by the
applicable Fund's Board of Directors, including a majority of the Independent
Directors. Each Underwriting Agreement provides that it will continue in effect
from year to year only so long as such continuance is specifically approved at
least annually by the applicable Fund's Board of Directors or by a vote of a
majority of the outstanding voting securities of such Fund, and in either case
by the vote of a majority of such Fund's Independent Directors, voting in person
at a meeting called for the purpose of voting on such approval. Each
Underwriting Agreement will terminate automatically in the event of its
assignment.

For the fiscal years ended December 31, 1993, 1994 and 1995, FIC received
underwriting commissions with respect to GLOBAL FUND of $955,080. $1,529,863 and
$912,605, respectively. For the same periods, FIC reallowed an additional
$5,895, $3,438 and $3,286, respectively, to unaffiliated dealers. For the fiscal
years ended December 31, 1993, 1994 and 1995, FIC received underwriting
commissions with respect to GOVERNMENT FUND of $970,681, $470,827 and $400,138,
respectively. For the same periods, FIC reallowed an additional $5,787, $1,866
and $10,179, respectively, to unaffiliated dealers.

DISTRIBUTION PLANS

As stated in the Funds' Prospectus, pursuant to a separate plan of
distribution for each class of shares adopted by each Fund pursuant to Rule 12b-
1 under the 1940 Act ("Class A Plan" and "Class B Plan;" and, collectively,
"Plans"), each Fund may reimburse or compensate, as applicable, the Underwriter
for certain expenses incurred in the distribution of that Fund's shares and the
servicing or maintenance of existing Fund shareholder accounts.

Each Plan was approved by the applicable Fund's Board of Directors,
including a majority of the Independent Directors, and by a majority of the
outstanding voting securities of the relevant class of such Fund. Each Plan
will continue in effect from year to year as long as its continuance is approved
annually by either the applicable Fund's Board of Directors or by a vote of a
majority of the outstanding voting securities of the relevant class of shares of
such Fund. In either case, to continue, each Plan must be approved by the vote
of a majority of the Independent Directors of the applicable Fund. Each Fund's
Board reviews quarterly and annually a written report provided by the Treasurer
of the amounts expended

-16-
<PAGE>

under the applicable Plan and the purposes for which such expenditures were
made. While each Plan is in effect, the selection and nomination of the
applicable Fund's Independent Directors will be committed to the discretion of
such Independent Directors then in office.

Each Plan can be terminated at any time by a vote of a majority of the
applicable Fund's Independent Directors or by a vote of a majority of the
outstanding voting securities of the relevant class of shares of such Fund. Any
change to the Class B Plan that would materially increase the costs to that
class of shares of a Fund or any material change to the Class A Plan may not be
instituted without the approval of the outstanding voting securities of the
relevant class of shares of such Fund. Such changes also require approval by a
majority of the applicable Fund's Independent Directors.

In reporting amounts expended under the Plans to the Directors, FIMCO will
allocate expenses attributable to the sale of each class of a Fund's shares to
such class based on the ratio of sales of such class to the sales of both
classes of shares. The fees paid by one class of a Fund's shares will not be
used to subsidize the sale of any other class of the Fund's shares.

For the fiscal year ended December 31, 1995, GLOBAL FUND and GOVERNMENT
FUND paid $654,328 and $656,340, respectively, pursuant to their Class A Plan.
The Underwriter incurred the following Class A Plan-related expenses for the
fiscal year ended December 31, 1995:

COMPENSATION COMPENSATION TO
FUND ADVERTISING TO SALES PERSONNEL/*/ UNDERWRITER/**/
- ----------------- ----------- --------------------- ---------------
<S> <C> <C> <C>
GLOBAL FUND $-0- $243,236 $411,092
GOVERNMENT FUND -0- 254,545 401,795
</TABLE>

For the period January 12, 1995 (commencement of offering of Class B
shares) to December 31, 1995, GLOBAL FUND and GOVERNMENT FUND paid $5,980 and
$4,338, respectively, pursuant to their Class B Plans. With respect to the
Class B Plans, all amounts were paid to the Underwriter as distribution fees.

DETERMINATION OF NET ASSET VALUE

Except as provided herein, a security listed or traded on an exchange
or the Nasdaq national market system is valued at its last sale price on the
exchange or market system where the security is primarily traded, and lacking
any sales on a particular day, the security is valued at the mean between the
closing bid and asked prices on that day. Each security traded in the market
(including securities listed on exchanges whose primary market is believed to be
OTC) is valued at the mean between the last bid and asked prices based upon
quotes furnished by a market maker for such securities. The U.S. Government
securities in which the Funds invest are traded primarily in the OTC markets.
In the absence of market quotations, a Fund will determine the value of bonds
based upon quotes furnished by market makers, if available, or in accordance
with the procedures described herein. In that connection, the Boards of
Directors have determined that the Funds may use an outside pricing service.
The pricing service uses quotations obtained from investment dealers or brokers
for the particular securities being evaluated,

- -------------
* Represents service fees.
** Represents distribution fees.

-17-
<PAGE>

information with respect to market transactions in comparable securities and
other available information in determining value. This service is furnished by
Interactive Data Corporation. Short-term debt securities that mature in 60 days
or less are valued at amortized cost if their original term to maturity from the
date of purchase was 60 days or less, or by amortizing their value on the 61st
day prior to maturity if their term to maturity from the date of purchase
exceeded 60 days, unless the Board of Directors determines that such valuation
does not represent fair value. Securities for which market quotations are not
readily available are valued at fair value as determined in good faith by or
under the direction of a Fund's officers in a manner specifically authorized by
the Board of Directors of that Fund.

With respect to each Fund, "when-issued securities" are reflected in
the assets of the Fund as of the date the securities are purchased. Such
investments are valued thereafter at the mean between the most recent bid and
asked prices obtained from recognized dealers in such securities. For valuation
purposes, with respect to GLOBAL FUND, quotations of foreign securities in
foreign currencies are converted into U.S. dollar equivalents using the foreign
exchange equivalents in effect.

Each Fund's Board of Directors may suspend the determination of a
Fund's net asset value per share separately for each class of shares for the
whole or any part of any period (1) during which trading on the New York Stock
Exchange ("NYSE") is restricted as determined by the SEC or the NYSE is closed
for other than weekend and holiday closings, (2) during which an emergency, as
defined by rules of the SEC with respect to the U.S. market, exists as a result
of which disposal by a Fund of securities owned by it is not reasonably
practicable for the Fund fairly to determine the value of its net assets, or (3)
for such other period as the SEC has by order permitted.

ALLOCATION OF PORTFOLIO BROKERAGE

Purchases and sales of portfolio securities by GOVERNMENT FUND
generally are principal transactions. In principal transactions, portfolio
securities are normally purchased directly from the issuer or from an
underwriter or market maker for the securities. There will usually be no
brokerage commissions paid by GOVERNMENT FUND for such purchases. Purchases
from underwriters will include the underwriter's commission or concession and
purchases from dealers serving as market makers will include the spread between
the bid and asked price.

GLOBAL FUND may deal in securities which are not listed on a national
securities exchange or the Nasdaq national market system but are traded in the
OTC market. GLOBAL FUND also may purchase listed securities through the "third
market." When transactions are executed in the OTC market, GLOBAL FUND seeks to
deal with the primary market makers, but when advantageous it utilizes the
services of brokers.

In effecting portfolio transactions, the Adviser or, for GLOBAL FUND,
its Subadviser, seeks best execution of trades either (1) at the most favorable
and competitive rate of commission charged by any broker or member of an
exchange, or (2) with respect to agency transactions, at a higher rate of
commission if reasonable in relation to brokerage and research services provided
to a Fund or the Adviser or, for GLOBAL FUND, its Subadviser, by such member or
broker. Such services may include, but are not limited to, any one or more of
the following: information as to the availability of securities for purchase or
sale and statistical or factual information or opinions pertaining to
investments. The Adviser or, for GLOBAL FUND, its Subadviser, may use research
and services provided to it by brokers in servicing all the funds in the First
Investors Group of Funds; however, not all such services may be used by the
Adviser

-18-
<PAGE>

or, for GLOBAL FUND, its Subadviser, in connection with a Fund. No portfolio
orders are placed with an affiliated broker, nor does any affiliated broker-
dealer participate in these commissions.

The Adviser or, for GLOBAL FUND, its Subadviser, may combine
transaction orders placed on behalf of a Fund and any other Fund in the First
Investors Group of Funds, any fund of Executive Investors Trust and First
Investors Life Insurance Company, affiliates of the Funds, for the purpose of
negotiating brokerage commissions or obtaining a more favorable transaction
price; and where appropriate, securities purchased or sold may be allocated, in
terms of price and amount, to a Fund according to the proportion that the size
of the transaction order actually placed by a Fund bears to the aggregate size
of the transaction orders simultaneously made by other participants in the
transaction.

For the fiscal year ended December 31, 1993, GLOBAL FUND paid
$382,342, in brokerage commissions, of which $6,835 was paid in brokerage
commissions to brokers who furnished research services on portfolio transactions
in the amount of $3,315,110. For the fiscal year ended December 31, 1994,
GLOBAL FUND paid $565,340 in brokerage commissions, none of which was paid in
brokerage commissions to brokers who furnished research services. For the
fiscal year ended December 31, 1995, GLOBAL FUND paid $593,766 in brokerage
commissions, none of which was paid to brokers who provided research services.
For the same periods, GOVERNMENT FUND did not pay any brokerage commissions.

REDUCED SALES CHARGES, ADDITIONAL EXCHANGE AND
REDEMPTION INFORMATION AND OTHER SERVICES

REDUCED SALES CHARGES--CLASS A SHARES

Reduced sales charges are applicable to purchases made at one time of
Class A shares of any one or more of the Funds or of any one or more of the
Eligible Funds, as defined in the Prospectus, by "any person," which term shall
include an individual, or an individual's spouse and children under the age of
21, or a trustee or other fiduciary of a single trust, estate or fiduciary
account (including a pension, profit-sharing or other employee benefit trust
created pursuant to a plan qualified under section 401 of the Internal Revenue
Code of 1986, as amended (the "Code")), although more than one beneficiary is
involved; provided, however, that the term "any person" shall not include a
group of individuals whose funds are combined, directly or indirectly, for the
purchase of redeemable securities of a registered investment company, nor shall
it include a trustee, agent, custodian or other representative of such a group
of individuals.

Ownership of Class A and Class B shares of any Eligible Fund, except
as noted below, qualify for a reduced sales charge on the purchase of Class A
shares. Class A shares purchased at net asset value, Class A shares of the
Money Market Funds, or shares owned under a Contractual Plan are not eligible
for the purchase of Class A shares of a Fund at a reduced sales charge through a
Letter of Intent or the Cumulative Purchase Privilege.

LETTER OF INTENT. Any of the eligible persons described above may,
----------------
within 90 days of their investment, sign a statement of intent ("Letter of
Intent") in the form provided by the Underwriter, covering purchases of Class A
shares of any one or more of the Funds and of the other Eligible Funds to be
made within a period of thirteen months, provided said shares are currently
being offered to the general public and only in those states where such shares
may be legally sold, and thereby become eligible

-19-
<PAGE>

for the reduced sales charge applicable to the total amount purchased. A Letter
of Intent filed after the date of investment is considered retroactive to the
date of investment for determination of the thirteen-month period. The Letter
of Intent is not a binding obligation on either the investor or the Fund. During
the term of a Letter of Intent, Administrative Data Management Corp. ("Transfer
Agent") will hold Class A shares representing 5% of each purchase in escrow,
which shares will be released upon completion of the intended investment.

Purchases of Class A Shares made under a Letter of Intent are made at
the sales charge applicable to the purchase of the aggregate amount of shares
covered by the Letter of Intent as if they were purchased in a single
transaction. The applicable quantity discount will be based on the sum of the
then current public offering price (i.e., net asset value plus applicable sales
----
charge) of all Class A shares and the net asset value of all Class B shares of a
Fund and of the other Eligible Funds, including Class B shares of the Money
Market Funds, currently owned, together with the aggregate offering price of
purchases to be made under the Letter of Intent. If all such shares are not so
purchased, a price adjustment is made, depending upon the actual amount invested
within such period, by the redemption of sufficient Class A shares held in
escrow in the name of the investor (or by the investor paying the commission
differential). A Letter of Intent can be amended (1) during the thirteen-month
period if the purchaser files an amended Letter of Intent with the same
expiration date as the original Letter of Intent, or (2) automatically after the
end of the period, if total purchases credited to the Letter of Intent qualify
for an additional reduction in the sales charge. The Letter of Intent privilege
may be modified or terminated at any time by the Underwriter.

CUMULATIVE PURCHASE PRIVILEGE. Upon written notice to FIC, Class A
-----------------------------
shares of a Fund are also available at a quantity discount on new purchases if
the then current public offering price (i.e., net asset value plus applicable
----
sales charge) of all Class A shares and the net asset value of all Class B
shares of a Fund and of the other Eligible Funds, including Class B shares of
the Money Market Funds, previously purchased and then owned, plus the value of
Class A shares being purchased at the current public offering price, amount to
$25,000 or more. Such quantity discounts may be modified or terminated at any
time by the Underwriter.

PURCHASE OF SHARES. When you open a Fund account, you must specify
-------------------
which class of shares you wish to purchase. If not, your order will be
processed as follows: (1) if you are opening an account with a new registration
with First Investors your order will not be processed until the Fund receives
notification of which class of shares to purchase; (2) if you have existing
First Investors accounts solely in either Class A shares or Class B shares with
the identical registration, your investment in the Fund will be made in the same
class of shares as your existing account(s); (3) if you are an existing First
Investors shareholder and own a combination of Class A and Class B shares with
an identical registration, your investment in the Fund will be made in Class B
shares; and (4) if you own in the aggregate at least $250,000 in any combination
of classes, your investment will be made in Class A shares.

SYSTEMATIC INVESTING

FIRST INVESTORS MONEY LINE. This service allows you to invest in a
--------------------------
Fund through automatic deductions from your bank checking account. Scheduled
investments in the minimum amount of $50 may be made on a bi-weekly, semi-
monthly, monthly, quarterly, semi-annual or annual basis. Shares of the Fund
are purchased at the public offering price determined at the close of business
on the day your designated bank account is debited and a confirmation will be
sent to you after every transaction. You

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<PAGE>

may change the amount or discontinue this service at any time by calling
Shareholder Services or writing to Administrative Data Management Corp., 581
Main Street, Woodbridge, NJ 07095-1198, Attn: Control Dept. Money Line
application forms are available from your Representative or by calling
Shareholder Services at 1-800-423-4026.

AUTOMATIC PAYROLL INVESTMENT. You also may arrange for automatic
----------------------------
investments in the minimum amount of $50 into a Fund on a systematic basis
through salary deductions, provided your employer has direct deposit
capabilities. Shares of the Fund are purchased at the public offering price
determined as of the close of business on the day the electronic fund transfer
is received by the Fund, and a confirmation will be sent to you after every
transaction. You may change the amount or discontinue the service by contacting
your employer. An application is available from your Representative or by
calling Shareholder Services at 1-800-423-4026. Arrangements must also be made
with your employer's payroll department.

CROSS-INVESTMENT OF CASH DISTRIBUTIONS. You may elect to invest in
--------------------------------------
Class A shares of a Fund at net asset value all the cash distributions from the
same class of shares of another Eligible Fund. The investment will be made at
the net asset value per share of the Fund, generally determined as of the close
of business, on the business day immediately following the record date of any
such distribution. You may also elect to invest cash distributions of a Fund's
Class A shares into the same class of another Eligible Fund, including the Money
Market Funds. If your distributions are to be invested in a new account, you
must invest a minimum of $50 per month. See "Dividends and Other Distributions"
in the Prospectus. To arrange for cross-investing, call Shareholder Services at
1-800-423-4026.

INVESTMENT OF SYSTEMATIC WITHDRAWAL PLAN PAYMENTS. You may elect to
-------------------------------------------------
invest in Class A shares of a Fund at net asset value through payments from a
Systematic Withdrawal Plan you maintain with any other Eligible Fund. Scheduled
investments may be made on a monthly, quarterly, semi-annual or annual basis.
You may also elect to invest Systematic Withdrawal Plan payments of Class A
shares from a Fund into the same class of another Eligible Fund, including the
Money Market Funds. If your Systematic Withdrawal Payments are to be invested
in a new account, you must invest a minimum of $50 per month. See "Systematic
Withdrawal Plan," below. To arrange for Systematic Withdrawal Plan investments,
call Shareholder Services at 1-800-423-4026.

SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own noncertificated
--------------------------
shares may establish a Systematic Withdrawal Plan ("Withdrawal Plan"). If you
have a Fund account with a value of at least $5,000, you may elect to receive
monthly, quarterly, semi-annual or annual checks for any designated amount
(minimum $25). You may have the payments sent directly to you or persons you
designate. Regardless of the amount of your Fund account, you may also elect to
the have the Systematic Plan payments automatically (i) invested at net asset
value in shares of the same class of any other Eligible Fund, including the
Money Market Funds, or (ii) paid to First Investors Life Insurance Company for
the purchase of a life insurance policy or a variable annuity. If your
Systematic Plan payments are to be invested in a new Eligible Fund account, you
must invest a minimum of $600 per year. If you own Class B shares in a non-
retirement account, your Plan payments will be subject to the applicable
contingent deferred sales charge ("CDSC"). Dividends and other distributions,
if any, are reinvested in additional shares of the same class of the Fund.
Shareholders may add shares to the Withdrawal Plan or terminate the Withdrawal
Plan at any time. Withdrawal Plan payments will be suspended when a
distributing Fund has received notice of a shareholder's death on an individual
account. Payments may recommence upon receipt of written alternate payment
instructions and other necessary documents from the deceased's legal

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<PAGE>

representative. Withdrawal payments will also be suspended when a payment check
is returned to the Transfer Agent marked as undeliverable by the U.S. Postal
Service after two consecutive mailings.

Shareholders who own Class B shares in a retirement account may
establish a Plan and elect to receive up to 8% of the value of their account
(calculated as set forth below) each year without incurring any CDSC. Shares
not subject to a CDSC (such as shares representing reinvestment of
distributions) will be redeemed first and will count toward the 8% limitation.
If the shares not subject to a CDSC are insufficient for this purpose, then
shares subject to the lowest CDSC will be redeemed next until the 8% limit is
reached. The 8% figure is calculated on a pro rata basis at the time of the
first payment made pursuant to the Plan and recalculated thereafter on a pro
rata basis at the time of each Plan payment. Therefore, shareholders who have
chosen the Plan based on a percentage of the value of their account of up to 8%
will be able to receive Plan payments without incurring a CDSC. However,
shareholders who have chosen a specific dollar amount (for example, $100 per
month) for their periodic Plan payment should be aware that the amount of that
payment not subject to a CDSC may vary over time depending on the value of their
account. For example, if the value of the account is $15,000 at the time of
payment, the shareholder will receive $100 free of the CDSC (8% of $15,000
divided by 12 monthly payments). However, if at the time of a payment the value
of the account has fallen to $14,000, the shareholder will receive $93.33 free
of any CDSC (8% of $14,000 divided by 12 monthly payments) and $6.67 subject to
the lowest applicable CDSC. This privilege may be revised or terminated at any
time.

The withdrawal payments derived from the redemption of sufficient
shares in the account to meet designated payments in excess of dividends and
other distributions may deplete or possibly extinguish the initial investment,
particularly in the event of a market decline, and may result in a capital gain
or loss depending on the shareholder's cost. Purchases of additional shares of
a Fund concurrent with withdrawals are ordinarily disadvantageous to
shareholders because of tax liabilities and sales charges. To establish a
Withdrawal Plan, call Shareholder Services at 1-800-423-4026.

ELECTRONIC FUNDS TRANSFER. Fund shares will be purchased on the day
-------------------------
the Fund receives the funds, which is normally two days after the electronic
funds transfer is initiated. The electronic transfer normally will be initiated
on the next bank business day after the redemption request is received and will
ordinarily be received by the predesignated bank account within two days after
transmission. However, once the funds are transmitted, the time of receipt and
the availability of the funds are not within the Funds' control. No dividends
are paid on the proceeds of redeemed shares awaiting electronic transmittal.

CONVERSION OF CLASS B SHARES. Class B Shares of a Fund will
----------------------------
automatically convert to Class A shares of that Fund, based on the relative net
asset values per share of the two classes, as of the close of business on the
first business day of the month in which the eighth anniversary of the initial
purchase of such Class B shares occurs. For these purposes, the date of initial
purchase shall mean (1) the first business day of the month in which such Class
B shares were issued, or (2) for Class B shares obtained through an exchange or
a series of exchanges, the first business day of the month in which the original
Class B shares were issued. For conversion purposes, Class B shares purchased
through the reinvestment of dividends and other distributions paid in respect of
Class B shares will be held in a separate sub-account. Each time any Class B
shares in the shareholder's regular account (other than those in the sub-
account) convert to Class A shares, a pro rata portion of the Class B shares in
the sub-account also will convert to Class A shares. The portion will be
determined by the ratio that the shareholder's Class B shares converting to
Class A shares bears to the shareholder's total Class B shares not acquired
through dividends and other distributions.

-22-
<PAGE>

The availability of the conversion feature is subject to the
continuing applicability of a ruling of the Internal Revenue Service ("IRS"), or
an opinion of counsel, that: (1) the dividends and other distributions paid on
Class A and Class B shares will not result in "preferential dividends" under the
Code; and (2) the conversion of shares does not constitute a taxable event. If
the conversion feature ceased to be available, the Class B shares of the Fund
would not be converted and would continue to be subject to the higher ongoing
expenses of the Class B shares beyond eight years from the date of purchase.
FIMCO has no reason to believe that these conditions for the availability of the
conversion feature will not continue to be met.

If either Fund implements any amendments to its Class A Plan that
would increase materially the costs that may be borne under such Plan by Class A
shareholders, a new target class into which Class B shares will convert will be
established, unless a majority of Class B shareholders, voting separately as a
class, approve the proposal.

WAIVERS OF CDSC ON CLASS B SHARES. The CDSC imposed on Class B shares
---------------------------------
does not apply to: (a) any redemption pursuant to the tax-free return of an
excess contribution to an individual retirement account ("IRA") or other
qualified retirement plan if the Fund is notified at the time of such request;
(b) any redemption of a lump-sum or other distribution from qualified retirement
plans or accounts provided the shareholder has attained the minimum age of 70
1/2 years and has held the Class B shares for a minimum period of three years;
(c) any redemption by advisory accounts managed by the Adviser or any of its
affiliates or for shares held by the Adviser or any of its affiliates; (d) any
redemption by a tax-exempt employee benefit plan if continuance of the
investment would be improper under applicable laws or regulations; (e) any
redemption or transfer of ownership of Class B shares following the death or
disability, as defined in Section 72(m)(7) of the Code, of a shareholder if the
Fund is provided with proof of death or disability and with all documents
required by the Transfer Agent within one year after the death or disability;
and (f) any redemption of shares purchased during the period April 29, 1996
through June 30, 1996 with the proceeds from a redemption of shares of a fund in
another fund group for which no sales charge was paid, other than a money market
fund or shares held in a retirement plan account. For more information on what
specific documents are required, call Shareholder Services at 1-800-423-4026.

SIGNATURE GUARANTEES. The words "Signature Guaranteed" must appear in
--------------------
direct association with the signature of the guarantor. Members of the STAMP
(Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange
Medallion Signature Program), SEMP (Stock Exchanges Medallion Program) and FIC
are eligible signature guarantors. Although each Fund reserves the right to
require signature guarantees at any other time, signature guarantees are
required whenever: (1) the amount of the redemption is over $50,000, (2) an
exchange in the amount over $50,000 is made into the Money Market Funds, (3) a
redemption check is to be made payable to someone other than the registered
accountholder, other than major financial institutions, as determined solely by
the Fund and its agent, on behalf of the shareholder, (4) a redemption check is
to be mailed to an address other than the address of record, preauthorized bank
account, or to a major financial institution for the benefit of a shareholder,
(5) an account registration is being transferred to another owner, (6) a
transaction requires additional legal documentation; (7) the redemption request
is for certificated shares; (8) your address of record has changed within 60
days prior to a redemption request; (9) multiple owners have a dispute or give
inconsistent instructions; and (10) the authority of a representative of a
corporation, partnership, association or other entity has not been established
to the satisfaction of a Fund or its agents. ERISA Title I 403(b) Plans and

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<PAGE>

401(k) Plans are exempt from the signature guarantee requirement except for
exchanges or redemption in amounts greater than $50,000.

REINVESTMENT AFTER REDEMPTION. If you redeem Class A or Class B
-----------------------------
shares in your Fund account, you can reinvest within six months from the date of
redemption all or any part of the proceeds in shares of the same class of the
same Fund or any other Eligible Fund (including the Money Market Funds), at net
asset value, on the date the Transfer Agent receives your purchase request. If
you reinvest the entire proceeds of a redemption of Class B shares for which a
CDSC has been paid, you will be credited for the amount of the CDSC. If you
reinvest less than the entire proceeds, you will be credited with a pro rata
portion of the CDSC. All credits will be paid in Class B shares of the fund
into which the reinvestment is being made. The period you owned the original
Class B shares prior to redemption will be added to the period of time you own
Class B shares acquired through reinvestment for purposes of determining (a) the
applicable CDSC upon a subsequent redemption and (b) the date on which Class B
shares automatically convert to class A shares. If your reinvestment is into a
new account, other than the Money Market Funds, it must meet the minimum
investment and other requirements of the fund into which the reinvestment is
being made. If you reinvest into a new Money Market Fund within one year from
the date of redemption, the minimum investment is $500. To take advantage of
this option, send your reinvestment check along with a written request to the
Transfer Agent within six months from the date of your redemption. Include your
account number and a statement that you are taking advantage of the
"Reinvestment Privilege."

TELEPHONE TRANSACTIONS. Fund shares not held in certificate form may
----------------------
be exchanged or redeemed by telephone provided you have not declined telephone
privileges. For corporations, partnerships, trusts and certain other accounts,
additional documents are required to activate telephone privileges. Telephone
exchanges are available between nonretirement accounts and between IRA and
403(b) accounts of the same class of shares registered in the same name.
Telephone exchanges are also available from an individually registered
nonretirement account to an IRA account of the same class of shares in the same
name (provided an IRA application is on file). Telephone exchanges are not
available for exchanges of Fund shares for plan units.

As stated in the Funds' Prospectus, the Funds, the Adviser, the
Underwriter and their officers, directors and employees will not be liable for
any loss, damage, cost or expense arising out of any instruction (or any
interpretation of such instruction) received by telephone which they reasonably
believe to be authentic. In acting upon telephone instructions, these parties
use procedures which are reasonably designed to ensure that such instructions
are genuine, such as (1) obtaining some or all of the following information:
account number, address, social security number and such other information as
may be deemed necessary; (2) recording all telephone instructions; and (3)
sending written confirmation of each transaction to the shareholder's address of
record.

RETIREMENT PLANS

PROFIT-SHARING/MONEY PURCHASE PENSION/401(K) PLANS. FIC offers
--------------------------------------------------
prototype Profit-Sharing, Money Purchase Pension and Code section 401(k)
Retirement Plans ("Retirement Plans") approved by the IRS for corporations, sole
proprietorships and partnerships. The Custodial Agreement for such a Money
Purchase Pension and Profit-Sharing Retirement Plan provides that First
Financial Savings Bank, S.L.A. ("First Financial Savings"), an affiliate of FIC,
will furnish all required custodial services.

-24-
<PAGE>

FIC offers additional versions of prototype qualified retirement plans
for eligible employers, including 401(k), money purchase, profit-sharing and
target benefit plans.

Currently, there are no annual service fees chargeable to participants
in connection with a Retirement Plan account. Participants are, however,
charged $5.00 for opening a Retirement Plan account, other than a 401(k)
Retirement Plan account. Each Fund currently pays the annual $10.00 custodian
fee for each Retirement Plan account, if applicable, maintained with such Fund.
This policy may be changed at any time by a Fund on 45 days' written notice.
First Financial Savings has reserved the right to waive its fees at any time or
to change the fees on 45 days' prior written notice.

The Retirement Plan documents contain further specific information
about the Retirement Plans and may be obtained from your Representative. Prior
to establishing a Retirement Plan, you are advised to consult with your legal
and tax advisers.

INDIVIDUAL RETIREMENT ACCOUNTS. A qualified individual may purchase
------------------------------
shares of a Fund through an IRA or, as an employee of a qualified employer,
through a simplified employee pension-IRA ("SEP-IRA") or a salary reduction
simplified employee pension-IRA ("SARSEP-IRA") furnished by FIC. Under the
related Custodial Agreements, First Financial Savings acts as custodian of each
of these retirement plans.

The Funds offer IRA accounts with specific provisions tailored to meet
the needs of certain groups of investors. The custodian fees are disclosed in
the IRA documents provided to investors in such accounts.

A taxpayer generally may make an annual IRA contribution no greater
than the lesser of (a) 100% of his or her compensation or (b) $2,000 (or $2,250
when also contributing to a spousal IRA). However, contributions are deductible
only under certain conditions. The requirements as to SEP-IRAs and SARSEP-IRAs
are described in IRS Forms 5305-SEP and 5305A-SEP, respectively, which are
provided to employers. Employers are required to provide copies of these forms
to their eligible employees. A disclosure statement setting forth complete
details of the IRA should be given to each participant before the contribution
is invested.

Currently, there are no annual service fees chargeable to a
participant in connection with an IRA, SEP-IRA or SARSEP-IRA. Each Fund
currently pays the annual $10.00 custodian fee for each IRA account maintained
with such Fund. This policy may be changed at any time by a Fund on 45 days'
written notice to the holder of any IRA, SEP-IRA or SARSEP-IRA. First Financial
Savings has reserved the right to waive its fees at any time or to change the
fees on 45 days' prior written notice to the holder of any IRA.

An application and other documents necessary to establish an IRA, SEP-
IRA or SARSEP-IRA, are available from your Representative. Prior to
establishing an IRA, SEP-IRA or SARSEP-IRA, you are advised to consult with your
legal and tax advisers.

RETIREMENT BENEFIT PLANS FOR EMPLOYEES OF ELIGIBLE ORGANIZATIONS. FIC
----------------------------------------------------------------
makes available model custodial accounts under Section 403(b)(7) of the Code
("Custodial Accounts") to provide retirement benefits for employees of certain
eligible public educational institutions and other eligible non-profit
charitable, religious and humane organizations. The Custodial Accounts are
designed to permit

-25-
<PAGE>

contributions (up to a "maximum exclusion allowance") by employees through
salary reduction. First Financial Savings acts as custodian of these accounts.

Contributions may be made to a Custodial Account under the Optional
Retirement Program for Employees of Texas Institutions of Higher Education
("ORP"), either by salary reduction agreement or otherwise, in accordance with
the terms and conditions of the ORP, and under the Texas Deferred Compensation
Plan Program for eligible state employees by salary reduction agreement.

Currently, there are no annual service fees chargeable to participants
in connection with a Custodial Account. Each Fund currently pays the annual
$10.00 custodian fee for each Custodial Account maintained with such Fund. This
policy may be changed at any time by a Fund on 45 days' written notice to a
Custodial Account participant. First Financial Savings has reserved the right
to waive its fees at any time or to change the fees on 45 days' prior written
notice to a Custodial Account participant.

An application and other documents necessary to establish a Custodial
Account are available from your Representative. Persons desiring to create a
Custodial Account are advised to confer with their legal and tax advisers
concerning the specifics of this type of retirement benefit plan.

Mandatory income tax withholding, at the rate of 20%, may be required
on "eligible rollover" distributions made from any of the foregoing retirement
plans (other than IRAs, including SEP-IRAs and SARSEP-IRAs). If the recipient
elects to directly transfer an eligible rollover distribution to an "eligible
retirement plan" that permits acceptance of such distributions, no withholding
will apply. For distributions that are not "eligible rollover" distributions,
the recipient can elect, in writing, not to require any withholding. This
election must be submitted immediately before, or must accompany, the
distribution request. The amount, if any, of any such optional withholding
depends on the amount and type of the distribution. Appropriate election forms
are available from the Custodian or Shareholder Services. Other types of
withholding nonetheless may apply.

DISTRIBUTION FEES. A participant/shareholder's account under any of
-----------------
the foregoing retirement plans (including IRAs) may be charged a distribution
fee (at the time of withdrawal) of $7.00 for a single distribution of the entire
account and $1.00 for each periodic distribution therefrom.

TAXES

Each Fund is treated as a separate corporation for Federal income tax
purposes. In order to continue to qualify for treatment as a regulated
investment company ("RIC") under the Code, a Fund must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income, net short-term
capital gain and, for GLOBAL FUND, net gains from certain foreign currency
transactions) ("Distribution Requirement") and must meet several additional
requirements. For each Fund these requirements include the following: (1) the
Fund must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of securities or, for GLOBAL FUND, foreign
currencies, or other income derived with respect to its business of investing in
securities or, for GLOBAL FUND, those currencies ("Income Requirement"); (2) the
Fund must derive less than 30% of its gross income each taxable year from the
sale or other disposition of securities, or (in the case of GLOBAL FUND) foreign
currencies that are not directly related to its principal business of investing
in securities, held for less than

-26-
<PAGE>

three months ("Short-Short Limitation"); (3) at the close of each quarter of the
Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RICs and other securities, with those other securities limited, in respect
of any one issuer, to an amount that does not exceed 5% of the value of the
Fund's total assets and that does not represent more than 10% of the issuer's
outstanding voting securities; and (4) at the close of each quarter of the
Fund's taxable year, not more than 25% of the value of its total assets may be
invested in securities (other than U.S. Government securities or the securities
of other RICs) of any one issuer.

Dividends and other distributions declared by a Fund in October,
November or December of any year and payable to shareholders of record on a date
in any of those months are deemed to have been paid by the Fund and received by
the shareholders on December 31 of that year if the distributions are paid by
the Fund during the following January. Accordingly, those distributions will be
taxed to shareholders for the year in which that December 31 falls.

Each Fund will be subject to a nondeductible 4% excise tax ("Excise
Tax") to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts.

A portion of the dividends from GLOBAL FUND'S investment company
taxable income may be eligible for the dividends-received deduction allowed to
corporations. The eligible portion may not exceed the aggregate dividends
received by the Fund from U.S. corporations. However, dividends received by a
corporate shareholder and deducted by it pursuant to the dividends-received
deduction are subject indirectly to the Federal alternative minimum tax. No
dividends paid by GOVERNMENT FUND are expected to be eligible for this
deduction.

If shares of a Fund are sold at a loss after being held for six months
or less, the loss will be treated as long-term, instead of short-term, capital
loss to the extent of any capital gain distributions received on those shares.

Dividends and interest received by GLOBAL FUND may be subject to
income, withholding or other taxes imposed by foreign countries that would
reduce the yield on its securities. Tax conventions between certain countries
and the United States may reduce or eliminate these foreign taxes, however, and
many foreign countries do not impose taxes on capital gains in respect of
investments by foreign investors. If more than 50% of the value of GLOBAL
FUND'S total assets at the close of its taxable year consists of securities of
foreign corporations, it will be eligible to, and may, file an election with the
IRS that will enable its shareholders, in effect, to receive the benefit of the
foreign tax credit with respect to any foreign income taxes paid by it.
Pursuant to the election, GLOBAL FUND will treat those taxes as dividends paid
to its shareholders and each shareholder will be required to (1) include in
gross income, and treat as paid by him, his proportionate share of those taxes,
(2) treat his share of those taxes and of any dividend paid by the Fund that
represents income from foreign sources as his own income from those sources and
(3) either deduct the taxes deemed paid by him in computing his taxable income
or, alternatively, use the foregoing information in calculating the foreign tax
credit against his Federal income tax. GLOBAL FUND will report to its
shareholders shortly after each taxable year their respective shares of the
income from sources within, and taxes paid to, foreign countries if it makes
this election.

-27-
<PAGE>

GLOBAL FUND may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, if the Fund holds
stock of a PFIC, it will be subject to Federal income tax on a portion of any
"excess distribution" received on the stock or of any gain on disposition of the
stock (collectively "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders.

If GLOBAL FUND invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund," then in lieu of the foregoing tax and interest
obligation, the Fund would be required to include in income each year its pro
rata share of the qualified electing fund's annual ordinary earnings and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) -- which probably would have to be distributed to satisfy the
Distribution Requirement and avoid imposition of the Excise Tax -- even if those
earnings and gain were not received by the Fund. In most instances it will be
very difficult, if not impossible, to make this election because of certain
requirements thereof.

Pursuant to proposed regulations, open-end RICs, such as GLOBAL FUND,
would be entitled to elect to "mark-to-market" their stock in certain PFICs.
"Marking-to-market," in this context, means recognizing as gain for each taxable
year the excess, as of the end of that year, of the fair market value of such a
PFIC's stock over the adjusted basis in that stock (including mark-to-market
gain for each prior year for which an election was in effect).

For GLOBAL FUND, gains from the disposition of foreign currencies
(except certain gains that may be excluded by future regulations) will qualify
as permissible income under the Income Requirement. However, income from such a
Fund's disposition of foreign currencies that are not directly related to its
principal business of investing in securities will be subject to the Short-Short
Limitation if they are held for less than three months.

GOVERNMENT FUND may acquire zero coupon securities issued with
original issue discount. As a holder of those securities, the Fund must include
in its income the original issue discount that accrues on the securities during
the taxable year, even if it receives no corresponding payment on them during
the year. Similarly, the Fund must include in its gross income securities it
receives as "interest" on pay-in-kind securities. Because the Fund annually
must distribute substantially all of its investment company taxable income,
including any original issue discount and other non-cash income, to satisfy the
Distribution Requirement and avoid imposition of the Excise Tax, the Fund may be
required in a particular year to distribute as a dividend an amount that is
greater than the total amount of cash it actually receives. Those distributions
will be made from the Fund's cash assets or from the proceeds of sales of
portfolio securities, if necessary. The Fund may realize capital gains or
losses from those sales, which would increase or decrease its investment company
taxable income and/or net capital gain. In addition, any such gains may be
realized on the disposition of securities held for less than three months.
Because of the Short-Short Limitation, any such gains would reduce the Fund's
ability to sell other securities held for less than three months that it might
wish to sell in the ordinary course of its portfolio management.

-28-
<PAGE>

PERFORMANCE INFORMATION

A Fund may advertise its performance in various ways.

Each Fund'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") over a
number of years ("n") with an Ending Redeemable Value ("ERV") of that
investment, according to the following formula:

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

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

[ERV-P]/P = TOTAL RETURN

Total return is calculated by finding the average annual change in the
value of an initial $1,000 investment over the period. In calculating the
ending redeemable value for Class A shares, each Fund will deduct the maximum
sales charge of 6.25% (as a percentage of the offering price) from the initial
$1,000 payment and, for Class B shares, the applicable CDSC imposed on a
redemption of Class B shares held for the period is deducted. All dividends and
other distributions are assumed to have been reinvested at net asset value on
the initial investment ("P").

Return information may be useful to investors in reviewing a Fund's
performance. However, certain factors should be taken into account before using
this information as a basis for comparison with alternative investments. No
adjustment is made for taxes payable on distributions. Return will fluctuate
over time and return for any given past period is not an indication or
representation by a Fund of future rates of return on its shares. At times, the
Adviser may reduce its compensation or assume expenses of a Fund in order to
reduce the Fund's expenses. Any such waiver or reimbursement would increase the
Fund's return during the period of the waiver or reimbursement.

Average annual return and total return computed at the public offering
price (maximum sales charge for Class A shares and applicable CDSC for Class B
shares) for the periods ended December 31, 1995 are set forth in the tables
below:

-29-
<PAGE>

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN/1/
Global Fund Government Fund/2/
Class A Shares Class B Shares Class A Shares Class B Shares
--------------- --------------- --------------- -------------------
<S> <C> <C> <C> <C>
One Year 10.45% N/A 7.79% N/A
Five Years 7.77 N/A 5.86 N/A
Ten Years 14.33 N/A 6.94 N/A
1/12/95/3/ to 12/31/95 N/A 14.57% N/A 9.71%

TOTAL RETURN/1/
Global Fund Government Fund/2/
Class A Shares Class B Shares Class A Shares Class B Shares
-------------- -------------- -------------- ------------------
One Year 10.45% N/A 7.79% N/A
Five Years 45.37 N/A 32.95 N/A
Ten Years 281.46 N/A 95.63 N/A
1/12/95/3/ to 12/31/95 N/A 14.05% N/A 9.36%
</TABLE>

Average annual total return and total return may also be based on
investment at reduced sales charge levels or at net asset value. Any quotation
of return not reflecting the maximum sales charge will be greater than if the
maximum sales charge were used. Average annual total return and total return
computed at net asset value for the periods ended December 31, 1995 for each
Fund's Class A and Class B shares are set forth in the tables below:

AVERAGE ANNUAL TOTAL RETURN/1/
Global Fund Government Fund/2/
Class A Shares Class B Shares Class A Shares Class B Shares
--------------- --------------- --------------- -------------------
<S> <C> <C> <C> <C>
One Year 17.83% N/A 14.98% N/A
Five Years 9.18 N/A 7.24 N/A
Ten Years 15.07 N/A 7.64 N/A
1/12/95/3/ to 12/31/95 N/A 19.51% N/A 14.46%

TOTAL RETURN/1/
Global Fund Government Fund/2/
Class A Shares Class B Shares Class A Shares Class B Shares
-------------- -------------- -------------- ------------------
One Year 17.83% N/A 14.98% N/A
Five Years 55.11 N/A 41.84 N/A
Ten Years 307.09 N/A 108.75 N/A
1/12/95/3/ to 12/31/95 N/A 18.80% N/A 13.94%
</TABLE>

- ---------------------
/1/ All return figures reflect the current maximum sales charge of 6.25%.
Prior to July 1, 1993, the maximum sales charge was 6.90%. Prior to December
29, 1989, the maximum sales charge was 8.50% for GLOBAL FUND and 7.25% for
GOVERNMENT FUND.
/2/ Certain expenses of GOVERNMENT FUND have been waived from commencement of
operations through December 31, 1995. Accordingly, return figures are higher
than they would have been had such expenses not been waived.
/3/ Commencement of offering of Class B shares.

-30-
<PAGE>

Yield is presented for a specified thirty-day period ("base period").
Yield is based on the amount determined by (i) calculating the aggregate amount
of dividends and interest earned by a Fund during the base period less expenses
accrued for that period (net of reimbursement), and (ii) dividing that amount by
the product of (A) the average daily number of shares of the Fund outstanding
during the base period and entitled to receive dividends and (B) the per share
maximum public offering price for Class A shares or the net asset value for
Class B shares of the Fund on the last day of the base period. The result is
annualized by compounding on a semi-annual basis to determine the Fund's yield.
For this calculation, interest earned on debt obligations held by the 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 Certificates, based on cost).
Dividends on equity securities are accrued daily at their estimated stated
dividend rates.

For the 30 days ended December 31, 1995, the yield for Class A shares
and Class B shares of GOVERNMENT FUND was 5.81% and 5.47%, respectively. During
this period certain expenses of the Fund were waived. Accordingly, yield is
higher than it would have been if such expenses had not been waived.

The distribution rate for GOVERNMENT FUND is presented for a twelve-
month period. It is calculated by adding the dividends for the last twelve
months and dividing the sum by the Fund's offering price per share at the end of
that period. The distribution rate is also calculated by using the Fund's net
asset value. Distribution rate calculations do not include capital gain
distributions, if any, paid. The distribution rate for the twelve-month period
ended December 31, 1995 for Class A shares of GOVERNMENT FUND calculated using
the offering price and net asset value was 5.97% and 6.37%, respectively. The
distribution rate for the period January 12, 1995 through December 31, 1995 for
Class B shares of GOVERNMENT FUND calculated using the net asset value was
5.67%. During this period certain expenses of GOVERNMENT FUND were waived.
Accordingly, the distribution rates are higher than they would have been had
such expenses not been waived.

Each Fund may include in advertisements and sales literature,
information, examples and statistics to illustrate the effect of 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 gain
distributions in additional shares. These examples may also include
hypothetical returns comparing taxable versus tax-deferred growth which would
pertain to an IRA, section 403(b)(7) Custodial Account or other qualified
retirement program. The examples used will be for illustrative purposes only
and are not representations by the Fund of past or future yield or return.
Examples of typical graphs and charts depicting such historical performance,
compounding and hypothetical returns are included in Appendix C.

From time to time, in reports and promotional literature, each Fund
may compare its performance to, or cite the historical performance of, Overnight
Government repurchase agreements, U.S. Treasury bills, notes and bonds,
certificates of deposit, and six-month money market certificates or indices of
broad groups of unmanaged securities considered to be representative of, or
similar to, that Fund's portfolio holdings, such as:

Lipper Analytical Services, Inc. ("Lipper") is a widely-recognized
independent service that monitors and ranks the performance of regulated
investment companies. The Lipper performance analysis includes the
reinvestment of capital gain distributions and income dividends but does not
take sales charges into consideration. The method of calculating total return
data on indices

-31-
<PAGE>

utilizes actual dividends on ex-dividend dates accumulated for the quarter
and reinvested at quarter end.

Morningstar Mutual Funds ("Morningstar"), a semi-monthly publication of
Morningstar, Inc. Morningstar proprietary ratings reflect historical risk-
adjusted performance and are subject to change every month. Funds with at
least three years of performance history are assigned ratings from one star
(lowest) to five stars (highest). Morningstar ratings are calculated from the
funds' three-, five-, and ten-year average annual returns (when available)
and a risk factor that reflects fund performance relative to three-month
Treasury bill monthly returns. Fund's returns are adjusted for fees and sales
loads. Ten percent of the funds in an investment category receive five stars,
22.5% receive four stars, 35% receive three stars, 22.5% receive two stars,
and the bottom 10% receive one star.

Salomon Brothers Inc., "Market Performance," a monthly publication which
tracks principal return, total return and yield on the Salomon Brothers Broad
Investment-Grade Bond Index and the components of the Index.

Telerate Systems, Inc., a computer system to which the Adviser subscribes
which daily tracks the rates on money market instruments, public corporate
debt obligations and public obligations of the U.S. Treasury and agencies of
the U.S. Government.

The Wall Street Journal, a daily newspaper publication which lists the yields
and current market values on money market instruments, public corporate debt
obligations, public obligations of the U.S. Treasury and agencies of the U.S.
Government as well as common stocks, preferred stocks, convertible preferred
stocks, options and commodities; in addition to indices prepared by the
research departments of such financial organizations as Lehman Bros., Merrill
Lynch, Pierce, Fenner and Smith, Inc., First Boston, Salomon Brothers, Morgan
Stanley, Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette, Value Line,
Datastream International, James Capel, S.G. Warburg Securities, County
Natwest and UBS UK Limited, including information provided by the Federal
Reserve Board, Moody's, and the Federal Reserve Bank.

Merrill Lynch, Pierce, Fenner & Smith, Inc., "Taxable Bond Indices," a
monthly corporate government index publication which lists principal, coupon
and total return on over 100 different taxable bond indices which Merrill
Lynch tracks. They also list the par weighted characteristics of each Index.

Lehman Brothers, Inc., "The Bond Market Report," a monthly publication which
tracks principal, coupon and total return on the Lehman Govt./Corp. Index and
Lehman Aggregate Bond Index, as well as all the components of these Indices.

Standard & Poor's 500 Composite Stock Price Index and the Dow Jones
Industrial Average of 30 stocks are unmanaged lists of common stocks
frequently used as general measures of stock market performance. Their
performance figures reflect changes of market prices and quarterly
reinvestment of all distributions but are not adjusted for commissions or
other costs.

-32-
<PAGE>

The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is
a commonly used measure of inflation. The Index shows changes in the cost of
selected consumer goods and does not represent a return on an investment
vehicle.

The NYSE composite of component indices--unmanaged indices of all industrial,
utilities, transportation, and finance stocks listed on the NYSE.

The Russell 2500 Index, prepared by the Frank Russell Company, consists of
U.S. publicly traded stocks of domestic companies that rank from 500 to 3000
by market capitalization. The Russell 2500 tracks the return on these stocks
based on price appreciation or depreciation and does not include dividends
and income or changes in market values caused by other kinds of corporate
changes.

The Russell 2000 Index, prepared by the Frank Russell Company, consists of
U.S. publicly traded stocks of domestic companies that rank from 1000 to 3000
by market capitalization. The Russell 2000 tracks the return on these stocks
based on price appreciation or depreciation and does not include dividends
and income or changes in market values caused by other kinds of corporate
changes.

Reuters, a wire service that frequently reports on global business.

Standard & Poor's Utilities Index is an unmanaged capitalization weighted
index comprising common stock in approximately 40 electric, natural gas
distributors and pipelines, and telephone companies. The Index assumes the
reinvestment of dividends.

Moody's Stock Index, an unmanaged index of utility stock performance.

From time to time, in reports and promotional literature, performance
rankings and ratings reported periodically in national financial publications
such as MONEY, FORBES, BUSINESSWEEK, BARRON'S, FINANCIAL TIMES and FORTUNE may
also be used. In addition, quotations from articles and performance ratings and
ratings appearing in daily newspaper publications such as THE WALL STREET
JOURNAL, THE NEW YORK TIMES and NEW YORK DAILY NEWS may be cited.

GENERAL INFORMATION

AUDITS AND REPORTS. The accounts of each Fund are audited twice a
------------------
year by Tait, Weller & Baker, independent certified public accountants, Two Penn
Center Plaza, Philadelphia, PA, 19102-1707. Shareholders of each Fund receive
semi-annual and annual reports, including audited financial statements, and a
list of securities owned.

TRANSFER AGENT. Administrative Data Management Corp., 581 Main
--------------
Street, Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as
transfer agent for each Fund and as redemption agent for regular redemptions.
The fees charged to a Fund by the Transfer Agent are $5.00 to open an account;
$3.00 for each certificate issued; $.65 per account per month; $10.00 for each
legal transfer of shares; $.45 per account per dividend declared; $5.00 for each
exchange of shares into a Fund; $5.00 for each partial withdrawal or complete
liquidation; and $1.00 per account per report required by any governmental

-33-
<PAGE>

authority. Additional fees charged to a Fund by the Transfer Agent are assumed
by the Underwriter. The Transfer Agent reserves the right to change the fees on
prior notice to a Fund. Upon request from shareholders, the Transfer Agent will
provide an account history. For account histories covering the most recent
three year period, there is no charge. The Transfer Agent charges a $5.00
administrative fee for each account history covering the period 1983 through
1990 and $10.00 per year for each account history covering the period 1974
through 1982. Account histories prior to 1974 will not be provided. If any
communication from the Transfer Agent to a shareholder is returned from the U.S.
Postal Service marked as "Undeliverable" two consecutive times, the Transfer
Agent will cease sending any further materials to the shareholder until the
Transfer Agent is provided with a correct address. Furthermore, if there is no
known address for a shareholder for at least one year, the Transfer Agent will
charge such shareholder's account $40 to cover the Transfer Agent's expenses in
trying to locate the shareholder's correct address. For the fiscal year ended
December 31, 1995, GLOBAL FUND and GOVERNMENT FUND paid $417,058 and $285,432,
respectively, in transfer agency fees. The Transfer Agent's telephone number is
1-800-423-4026.

5% SHAREHOLDERS. As of April 1, 1996, The Bank of New York, 48 Wall
---------------
Street, New York, NY 10286, Custodian of First Investors Single Payment and
Periodic Payment Plans for the Accumulation of Shares of First Investors Global
Fund, Inc., owned of record 16.9% of the outstanding Class A shares of GLOBAL
FUND for beneficial owners of such Plans and, as Custodian of First Investors
Single Payment and Periodic Payment Plans for Investment in First Investors
Government Fund, Inc., owned of record 19.3% of the outstanding Class A shares
of GOVERNMENT FUND for beneficial owners of such Plans.

As of April 1, 1996, the following beneficially
owned more than 5% of the outstanding Class B shares of GOVERNMENT FUND:

% of Shares Shareholder
----------- -----------

6.3% Olin Lyles
434A St. Marks Avenue
Brooklyn, NY 11238-3709

5.4% Marjorie A. Engelhart
14 Revere Ct., #2308
Suffern, NY 10901-7444

TRADING BY PORTFOLIO MANAGERS AND OTHER ACCESS PERSONS. Pursuant to
------------------------------------------------------
Section 17(j) of the 1940 Act and Rule 17j-1 thereunder, each Fund and the
Adviser have adopted Codes of Ethics restricting personal securities trading by
portfolio managers and other access persons of the Funds. Among other things,
such persons: (a) must have all non-exempt trades pre-cleared by the Adviser;
(b) are restricted from short-term trading; (c) must have duplicate statements
and transactions confirmations reviewed by a compliance officer; and (d) are
prohibited from purchasing securities of initial public offerings.

-34-
<PAGE>

APPENDIX A
DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS GROUP
- -------------------------------

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

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

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

2. Nature of and provisions of the obligation;

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

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

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

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

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

MOODY'S INVESTORS SERVICE, INC.
- -------------------------------

AAA Bonds which are rated "Aaa" are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

AA Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than

-35-
<PAGE>

the best bonds because margins of protection may not be as large as in Aaa
securities, fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risk appear
somewhat greater than the Aaa securities.

A Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.

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

APPENDIX B
DESCRIPTION OF COMMERCIAL PAPER RATINGS

STANDARD & POOR'S RATINGS GROUP
- -------------------------------

S&P's commercial paper rating is a current assessment of the likelihood of
timely payment of debt considered short-term in the relevant market. Ratings
are graded into several categories, ranging from "A-1" for the highest quality
obligations to "D" for the lowest.

A-1 This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) designation.

MOODY'S INVESTORS SERVICE, INC.
- -------------------------------

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations which have an original maturity not
exceeding one year. Obligations relying upon support mechanisms such as
letters-of-credit and bonds of indemnity are excluded unless explicitly rated.

PRIME-1 Issuers (or supporting institutions) rated Prime-1 (P-1) have a
superior ability for repayment of senior short-term debt obligations. P-1
repayment ability will often be evidenced by many of the following
characteristics:

-Leading market positions in well-established industries.
-High rates of return on funds employed.
-Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
-Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.
-Well-established access to a range of financial markets and assured
sources of alternate liquidity.

-36-
<PAGE>

APPENDIX C

[The following tables are represented as graphs in the printed document.]

The following graphs and chart illustrate hypothetical returns:

INCREASE RETURNS

This graph shows over a period of time even a small increase in returns can make
a significant difference.

Years 10% 8% 6% 4%
----- ------- ------ ------ ------
5 16,453 14,898 13,489 12,210
10 27,070 22,196 18,194 14,908
15 44,539 33,069 24,541 18,203
20 73,281 49,268 33,102 22,226
25 120,569 73,402 44,650 27,138

INCREASE INVESTMENT

This graph shows the more you invest on a regular basis over time, the more you
can accumulate.

Years $100 $250 $500 $1,000
----- ------ ------- ------- -------
5 7,348 18,369 36,738 73,476
10 18,295 43,736 91,473 182,946
15 34,604 86,509 173,019 346,038
20 58,902 147,255 294,510 589,020
25 95,103 237,757 475,513 951,026

<PAGE>

[The following table is represented as graph in the printed document.]

This chart illustrates the time value of money based upon the following
assumptions:

If you invested $2,000 each year for 20 years, starting at 25, assuming a 9%
investment return, you would accumulate $573,443 by the time you reach age 65.
However, had you invested the same $2,000 each year for 20 years, at that rate,
but waited until age 35, you would accumulate only $242,228 - a diference of
$331,215.

25 years old .............. 533,443
35 years old .............. 202,228
45 years old .............. 62,320

For each of the above graphs and chart it should be noted that systematic
investment plans do not assume a profit or protect against loss in declining
markets. Investors should consider their financial ability to continue purchases
through periods of both high and low price levels. Figures are hypothetical and
for illustrative purposes only and do not represent any actual investment or
performance. The value of a shareholder's investment and return may vary.

<PAGE>

[The following table is represented as chart in the printed document.]

The following chart illustrates the historical performance of the Dow Jones
Industrial Average from 1928 through 1995.

1928 .................. 300.00
1929 .................. 248.48
1930 .................. 164.58
1931 .................. 77.90
1932 .................. 59.93
1933 .................. 99.90
1934 .................. 104.04
1935 .................. 144.13
1936 .................. 179.90
1937 .................. 120.85
1938 .................. 154.76
1939 .................. 150.24
1940 .................. 131.13
1941 .................. 110.96
1942 .................. 119.40
1943 .................. 136.20
1944 .................. 152.32
1945 .................. 192.91
1946 .................. 177.20
1947 .................. 181.16
1948 .................. 177.30
1949 .................. 200.10
1950 .................. 235.40
1951 .................. 269.22
1952 .................. 291.89
1953 .................. 280.89
1954 .................. 404.38
1955 .................. 488.39
1956 .................. 499.46
1957 .................. 435.68
1958 .................. 583.64
1959 .................. 679.35
1960 .................. 615.88
1961 .................. 731.13
1962 .................. 652.10
1963 .................. 762.94
1964 .................. 874.12
1965 .................. 969.25
1966 .................. 785.68
1967 .................. 905.10
1968 .................. 943.75
1969 .................. 800.35
1970 .................. 838.91
1971 .................. 890.19
1972 .................. 1,020.01
1973 .................. 850.85
1974 .................. 616.24
1975 .................. 858.71
1976 .................. 1,004.65
1977 .................. 831.17
1978 .................. 805.01
1979 .................. 838.74
1980 .................. 963.98
1981 .................. 875.00
1982 .................. 1,046.55
1983 .................. 1,258.64
1984 .................. 1,211.56
1985 .................. 1,546.67
1986 .................. 1,895.95
1987 .................. 1,938.80
1988 .................. 2,168.60
1989 .................. 2,753.20
1990 .................. 2,633.66
1991 .................. 3,168.83
1992 .................. 3,301.11
1993 .................. 3,754.09
1994 .................. 3,834.44
1995 .................. 5,000.00

<PAGE>

[The following table is represented as a chart in the printed document.]

The following chart shows that inflation is constantly eroding the value of your
money.

THE EFFECTS OF INFLATION OVER TIME

1966 ....................... 96.61836
1967 ....................... 93.80423
1968 ....................... 89.59334
1969 ....................... 84.36285
1970 ....................... 79.88906
1971 ....................... 77.33694
1972 ....................... 74.79395
1973 ....................... 68.80768
1974 ....................... 61.27131
1975 ....................... 57.31647
1976 ....................... 54.63915
1977 ....................... 51.20820
1978 ....................... 46.98000
1979 ....................... 41.46514
1980 ....................... 36.85790
1981 ....................... 33.84564
1982 ....................... 32.60659
1983 ....................... 31.41290
1984 ....................... 30.23378
1985 ....................... 29.12696
1986 ....................... 28.81005
1987 ....................... 27.59583
1988 ....................... 26.43279
1989 ....................... 25.27035
1990 ....................... 23.81748
1991 ....................... 23.10134
1992 ....................... 22.45028
1993 ....................... 21.86006
1994 ....................... 21.28536
1995 ....................... 20.76620

1995........................ 1.00
1996........................ 1.03
1997........................ 1.06
1998 ....................... 1.09
1999 ....................... 1.13
2000 ....................... 1.16
2001 ....................... 1.19
2002 ....................... 1.23
2003 ....................... 1.27
2004 ....................... 1.30
2005 ....................... 1.34
2006 ....................... 1.38
2007 ....................... 1.43
2008 ....................... 1.47
2009 ....................... 1.51
2010 ....................... 1.56
2011 ....................... 1.60
2012 ....................... 1.65
2013 ....................... 1.70
2014 ....................... 1.75
2015 ....................... 1.81
2016 ....................... 1.86
2017 ....................... 1.92
2018 ....................... 1.97
2019 ....................... 2.03
2020 ....................... 2.09
2021 ....................... 2.16
2022 ....................... 2.22
2023 ....................... 2.29
2024 ....................... 2.36
2025 ....................... 2.43

Inflation erodes your buying power. $100 in 1966, could purchase the same amount
of goods and service as $21 in 1995.* Projecting inflation at 3%, goods and
services costing $100 today will cost $243 in the year 2025.

* Source: Consumer Price Index, U.S. Bureau of Labor Statistics.

<PAGE>

[The following tables are represented as graphs in the printed document.]

This chart illustrates that historically, the longer you hold onto stocks, the
greater chance that you will have a positive return.

1926 through 1995(1)

Total Number of Percentage of
Number of Positive Positive
Periods Periods Periods
------- ------- -------
1-Year Periods 70 50 71%
5-Year Periods 66 59 89%
10-Year Periods 61 59 97%
15-Year Periods 56 56 100%
20-Year Periods 51 51 100%

The following chart shows the compounded annual return of large company stocks
compared to U.S. Treasury Bills and inflation over the most recent 15 year
period. (2)

Compound Annual Return from 1981 -- 1995(1)

Inflation ..................... 3.93
U.S. Treasury Bills ........... 7.11
Large Company Stocks .......... 14.80

The following chart illustrates for the period shown that long-term corpoate
bonds have outpaced U.S. Treasury Bills and inflation.

Compound Annual Return from 1981 -- 1995(1)

Inflation ..................... 3.93
U.S. Treasury Bills ........... 7.11
Long-Term Corp. bonds ......... 13.46

(1) Sources: Stocks, Bonds, Bill and Inflation 1996 Yearbook, Ibbotson
Associates, Chicago.

(2) Please note that U.S. Treasury bills are guaranteed as to principal and
interest payments (although the funds that invest in them are not), while
stocks will fluctuate in share price. Although past performance cannot
guarantee future results, reeturns of U.S. Treasury bills historically have
not outpaced inflation by as great a margin as stocks.

The accompanying table illustrates that if you are in the 36% tax bracket, a
tax-free yield of 3% is actually equivalent to a taxable investment earning
4.69%.

Your Taxable Equivalent Yield

Your Federal TAx Bracket
---------------------------------------------
your tax-free yield 31.0% 36.0% 39.6%
------------------- ----- ----- -----
3.00% 4.35% 4.69% 4.97%
3.50% 5.07% 5.47% 5.79%
4.00% 5.80% 6.25% 6.62%
4.50% 6.52% 7.03% 7.45%
5.00% 7.25% 7.81% 8.25%
5.50% 7.97% 8.59% 9.11%

This information is general in nature and should not be construed as tax advice.
Please consult a tax or financial adviser as to how this information affects
your particular circumstances.

<PAGE>

Financial Statements

as of December 31, 1995

-37-
<PAGE>

PORTFOLIO OF INVESTMENTS
FIRST INVESTORS GLOBAL FUND, INC.
December 31, 1995

AMOUNT
INVESTED
FOR EACH
$10,000
OF
NET
SHARES SECURITY VALUE ASSETS
- ------------------------------------------------------------------------------
[C] [S] [C] [C]
COMMON STOCKS--97.1%
UNITED STATES--24.8%
37,500 American International Group, Inc. $3,468,750 $ 151
41,000 American Re Corporation 1,675,875 73
22,000 *AMR Corporation 1,633,500 71
45,000 A T & T Corp. 2,913,750 127
16,000 Capital Cities/ABC, Inc. 1,974,000 86
40,000 Dow Chemical Company 2,815,000 123
36,000 Exxon Corporation 2,884,500 126
22,000 Federal National Mortgage Association 2,730,750 119
33,200 General Electric Company 2,390,400 104
40,000 Gillette Company 2,085,000 91
26,000 Hewlett-Packard Company 2,177,500 95
86,000 International Paper Company 3,257,250 142
44,000 J.C. Penney Company 2,095,500 91
34,500 Johnson & Johnson 2,954,062 129
35,000 Kimberly Clark Corporation 2,896,250 126
85,000 MCI Communications 2,220,625 97
10,000 Minnesota Mining & Manufacturing Company 662,500 29
33,000 PepsiCo, Inc. 1,843,875 80
58,000 Pharmacia & Upjohn, Inc. 2,247,500 98
3,500 *Schweitzer-Mauduit International, Inc. 80,938 3
130,000 Unocal Corporation 3,786,250 165
6,080 *Viacom Inc. Class "A" 278,920 12
46,067 *Viacom Inc. Class "B" 2,182,424 95
134,000 Wal-Mart Stores 2,998,250 130
55,000 York International Corporation 2,585,000 112
- ------------------------------------------------------------------------------
56,838,369 2,475
- ------------------------------------------------------------------------------
JAPAN--15.6%
45,150 Canon Sales Company, Inc. 1,203,685 52
310,000 Chichibu Onoda Cement Company 1,655,896 72
74,000 Chugai Pharmaceutical Company, Ltd. 709,497 31
99,000 Dai Nippon Printing Company, Ltd. 1,679,565 73
20,000 Ito-Yokado Company, Ltd. 1,233,134 54
216,000 Kawasaki Heavy Industries 994,637 43
128,000 Keio Teito Electric Railway 745,766 32
5,000 Kyocera Corporation 371,783 16

1
<PAGE>

PORTFOLIO OF INVESTMENTS
FIRST INVESTORS GLOBAL FUND, INC.
December 31, 1995

- ------------------------------------------------------------------------------
AMOUNT
INVESTED
FOR EACH
$10,000
OF
NET
SHARES SECURITY VALUE ASSETS
- ------------------------------------------------------------------------------
[C] [S] [C] [C]
JAPAN (continued)
6,000 Kyoritsu Air Technology, Inc. $ 65,146 $ 3
15,000 Mabuchi Motor Company, Ltd. 933,576 41
55,000 Matsushita Electric Industrial Company, Ltd. 895,763 39
160,000 Minebea Company, Ltd. 1,343,264 58
31,000 Mitsubishi Bank 730,283 32
100,000 Mitsui Petrochemical Industries 819,180 36
22,500 Murata Manufacturing Company, Ltd. 828,875 36
17,000 Nihon Jumbo Company, Ltd. 594,949 26
71,000 Nippon Express 684,170 30
204 Nippon Telegraph & Telephone Corporation 1,651,355 72
500,000 *NKK Corporation 1,347,500 59
75,000 Nomura Securities Company, Ltd. 1,635,937 71
30,000 Orix Corporation 1,236,042 54
10,000 Riso Kagaku Corporation 844,387 37
97,000 Sakura Bank, Ltd. 1,231,871 54
10,000 Sankyo Company, Ltd. 224,911 10
23,000 Sanwa Bank, Ltd. 468,241 20
10,500 Sanyo Shinpan Finance Company, Ltd. 865,230 38
30,000 Secom Company, Ltd. 2,088,186 91
11,000 Sekisui Chemical Company, Ltd. 162,091 7
670 Seven Eleven Japan 47,286 2
50,000 Shimamura Corporation 1,934,045 84
3,000 Shohkoh Fund & Company 564,218 25
7,000 Showa Corporation 53,678 2
27,000 Sony Corporation 1,620,235 71
110,000 Sumitomo Marine & Fire Insurance Company 904,299 39
283,000 Sumitomo Realty & Development 2,002,763 87
76,000 Sumitomo Trust and Banking Company, Ltd. 1,075,696 47
14,000 Toda Construction 121,471 5
4,800 Tsutsumi Jewelry Company, Ltd. 240,577 10
- ------------------------------------------------------------------------------
35,809,188 1,559
- ------------------------------------------------------------------------------
FRANCE--5.6%

2
<PAGE>

26,000 Banque Nationale De Paris 1,174,428 51
3,599 Canal Plus SA 675,588 29
12,386 Compagnie De Saint Gobain 1,372,738 60
- ------------------------------------------------------------------------------
AMOUNT
INVESTED
FOR EACH
$10,000
OF
NET
SHARES SECURITY VALUE ASSETS
- ------------------------------------------------------------------------------
[C] [S] [C] [C]
FRANCE (continued)
8,399 Euro Rscg Worldwide SA $ 686,981 $ 30
6,114 Groupe Danone 1,010,170 44
3,100 Peugeot SA 409,498 18
33,000 Renault SA 951,459 41
81,000 Rhone-Poulenc SA Series "A" 1,737,466 76
14,513 Societe Generale Paris 1,795,437 78
11,300 Technip SA 778,692 34
33,810 Total SA 2,284,934 99
- ------------------------------------------------------------------------------
12,877,391 560
- ------------------------------------------------------------------------------
UNITED KINGDOM--5.3%
100,000 *Associated British Foods PLC 572,900 25
113,000 Bass PLC 1,261,430 55
1,506,000 BET PLC 2,969,531 129
190,000 Body Shop International PLC 448,381 20
410,000 British Steel PLC 1,035,988 45
163,000 British Telecommunications PLC 895,881 39
145,000 Northern Foods PLC 384,961 17
121,466 Powergen PLC 1,004,220 44
180,000 Royal Insurance Holdings PLC 1,067,562 46
222,000 Tomkins PLC 971,983 42
460,000 Vodafone Group PLC 1,649,790 72
- ------------------------------------------------------------------------------
12,262,627 534
- ------------------------------------------------------------------------------
NETHERLANDS--5.1%
123,000 Elsevier NV CVA 1,642,050 72
49,350 International Nederlanden Groep NV CVA 3,300,281 144
21,500 Unilever NV CVA 3,024,506 132
100,000 Vendex International NV (BDR) 2,975,690 130
5,400 Verenigd Bezit VNU 742,126 32
- ------------------------------------------------------------------------------
11,684,653 510
- ------------------------------------------------------------------------------

3
<PAGE>

SPAIN--4.1%
9,500 Acerinox SA Regd 960,837 42
95,000 Banco Bilbao Vizcaya 3,422,042 149
43,900 Empresa Nacional De Electricidad SA (ADR) 2,513,275 109
60,000 Repsol SA (ADR) 1,972,500 86
- ------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
FIRST INVESTORS GLOBAL FUND, INC.
December 31, 1995

- ------------------------------------------------------------------------------
AMOUNT
INVESTED
FOR EACH
$10,000
OF
NET
SHARES SECURITY VALUE ASSETS
- ------------------------------------------------------------------------------
[C] [S] [C] [C]
SPAIN (continued)
40,000 Telefonica De Espana $ 553,924 $ 24
- ------------------------------------------------------------------------------
9,422,578 410
- ------------------------------------------------------------------------------
NORWAY--4.0%
253,400 Christiania Bank OG 593,590 26
46,117 Hafslund Nyco Series "A" Free 1,208,062 53
56,000 Kvaerner AS Series "A" 1,985,480 86
51,000 Orkla AS Class "A" 2,542,794 111
207,000 Saga Petroleum Series "A" Free 2,768,563 121
- ------------------------------------------------------------------------------
9,098,489 397
- ------------------------------------------------------------------------------
GERMANY--3.9%
7,750 Bayer AG 2,049,481 89
405 Beiersdorf AG 278,720 12
2,200 Daimler-Benz AG 1,112,853 48
2,800 Degussa AG 944,890 41
18,000 Deutsche Bank AG 856,438 37
2,600 Karstadt AG 1,068,137 47
3,975 Mannesmann AG 1,268,366 55
35,000 Veba AG 1,501,454 65
- ------------------------------------------------------------------------------
9,080,339 394
- ------------------------------------------------------------------------------
AUSTRALIA--3.9%
57,085 Advance Bank of Australia 457,753 20
188,050 Amcor Ltd. 1,328,893 58
404,329 Australian & New Zealand Banking Group 1,897,839 83

4
<PAGE>

269,721 Broken Hill Proprietary Ltd. 3,812,075 166
115,077 National Australia Bank Ltd. 1,035,774 45
20,700 Qantas Airways (ADR) (Note 4) 344,914 15
- -------------------------------------------------------------------
8,877,248 387
- -------------------------------------------------------------------
SINGAPORE--3.1%
212,500 Development Bank of Singapore 2,644,095 115
333,000 Keppel Corporation 2,966,331 129
125,000 Overseas Chinese Banking Corporation 1,564,186 68
- -------------------------------------------------------------------
7,174,612 312
- -------------------------------------------------------------------

- ------------------------------------------------------------------------------
AMOUNT
INVESTED
FOR EACH
$10,000
OF
NET
SHARES SECURITY VALUE ASSETS
- ------------------------------------------------------------------------------
[C] [S] [C] [C]
HONG KONG--2.9%
511,410 Hong Kong Telecom $ 912,764 $ 40
115,000 Hutchison Whampoa Ltd. 700,534 31
189,000 Sun Hung Kai Properties 1,546,077 67
455,000 Swire Pacific Class "A" 3,530,800 154
- ------------------------------------------------------------------------------
6,690,175 292
- ------------------------------------------------------------------------------
SWITZERLAND--2.9%
2,700 Ciba Geigy AG Regd 2,381,696 104
3,200 Nestle SA Regd 3,548,601 155
1,400 Sulzer AG PC 748,272 33
- ------------------------------------------------------------------------------
6,678,569 292
- ------------------------------------------------------------------------------
CANADA--2.2%
276,000 Canadian Pacific Ltd. 5,002,500 218
- ------------------------------------------------------------------------------
SWEDEN--1.8%
48,000 Astra AB Series "A" Free 1,919,357 84
76,100 Avesta Sheffield AB Free 671,750 29
81,000 *BT Industries AB 892,231 39
62,000 Stora Kopparbergs Bergslags Series "A" 729,715 32
- ------------------------------------------------------------------------------
4,213,053 184
- ------------------------------------------------------------------------------
DENMARK--1.8%

5
<PAGE>

133,500 Tele Danmark A/S Class "B" (ADR) 3,687,937 161
8,500 Unidanmark A/S Class "A" Regd 421,794 18
- ------------------------------------------------------------------------------
4,109,731 179
- ------------------------------------------------------------------------------
ITALY--1.5%
790,000 Banca Commercial Italiana 1,688,151 74
1,200,000 Telecom Italia SPA 1,868,280 81
- ------------------------------------------------------------------------------
3,556,431 155
- ------------------------------------------------------------------------------
FINLAND--1.3%
365,000 *Merita Bank Ltd. 924,654 40
21,000 Metsa-Serla OY Class "B" 648,087 28
35,000 *Nokia Corporation Class "A" (ADR) 1,360,625 59
- ------------------------------------------------------------------------------
2,933,366 127
- ------------------------------------------------------------------------------

PORTFOLIO OF INVESTMENTS
FIRST INVESTORS GLOBAL FUND, INC.
December 31, 1995

6
<PAGE>

- -------------------------------------------------------------------------------
1,712,193 74
- -------------------------------------------------------------------------------
THAILAND--.7%
40,000 Bangkok Bank Public Company Ltd. Foreign Regd 485,920 21
135,200 Bangkok Metropolitan Bank Public Company Ltd. 126,128 5
1,046,800 Bangkok Metropolitan Bank Public Company Ltd.
Foreign Regd 997,286 43
- -------------------------------------------------------------------------------
1,609,334 69
- -------------------------------------------------------------------------------
PORTUGAL--.6%
70,000 *Portugal Telecom (ADR) 1,330,000 58
- -------------------------------------------------------------------------------
AUSTRIA--.6%
9,400 EVN 1,292,814 56
- -------------------------------------------------------------------------------
BELGIUM--.4%
24,000 Delhaize Le Lion 994,932 43
- -------------------------------------------------------------------------------
MALAYSIA--.4%
356,000 Sime Darby Berhad 946,462 41
- -------------------------------------------------------------------------------
CHILE--.4%
11,000 Compania De Telecomunicaciones De Chile SA (ADR) 911,625 40
- -------------------------------------------------------------------------------

AMOUNT
INVESTED
FOR EACH
$10,000
OF
NET
SHARES SECURITY VALUE ASSETS
- ------------------------------------------------------------------------------
[C] [S] [C] [C]
BRAZIL--.4%
42,000 Centrais Electricas Brasileiras SA (ADR) $568,252 $ 25
40,000 *Usiminas Siderurg Minas (ADR) 325,124 14
- -------------------------------------------------------------------------------
893,376 39
- -------------------------------------------------------------------------------
INDONESIA--.3%
218,000 Jaya Real Property Foreign Regd 586,355 26
50,500 Semen Gresik (Note 4) 141,355 6
- -------------------------------------------------------------------------------
727,710 32
- -------------------------------------------------------------------------------
ARGENTINA--.3%
9,000 Telefonica De Argentina SA Class "B" (ADR) 245,250 11

7
<PAGE>

19,000 YPF SA Class "D" (ADR) 410,875 18
- -------------------------------------------------------------------------------
656,125 29
- -------------------------------------------------------------------------------
INDIA--.2%
125,000 Indo Gulf Fertilizers and Chemicals Corp. Ltd.
(GDR) (Note 4) 181,288 8
30,000 ITC Ltd. (GDR) (Note 4) 214,137 9
10,000 Reliance Industries Ltd. (GDS) (Note 4) 140,000 6
- -------------------------------------------------------------------------------
535,425 23
- -------------------------------------------------------------------------------
TOTAL VALUE OF COMMON STOCKS (cost $179,739,226) 222,895,892 9,706
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENTS--3.8%
$ 8,712M Aubrey G. Lanston & Co., Inc. 5.90%, 1/2/96
(Collateralized 379
by U.S. Treasury Notes,
6 1/8%, 12/31/96) (cost $8,712,000) 8,712,000
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
TOTAL VALUE OF INVESTMENTS (cost $188,451,226) 100.9% 231,607,892 10,085
EXCESS OF LIABILITIES OVER OTHER ASSETS (.9) (1,963,041) (85)
NET ASSETS 100.0% $229,644,851 $10,000
</TABLE>

*Non-income producing

See notes to financial statements

PORTFOLIO OF INVESTMENTS
FIRST INVESTORS GLOBAL FUND, INC.

At December 31, 1995, sector diversification of the portfolio was as follows:

- ---------------------------------------------------------
PERCENTAGE
SECTOR DIVERSIFICATION OF NET ASSETS VALUE
- ---------------------------------------------------------
Financial Services.................. 15.5% $35,583,490
Telecommunications.................. 8.9 20,407,492
Food/Beverage/Tobacco............... 7.1 16,301,843
Drugs............................... 7.1 16,180,304
Retail Trade........................ 6.2 14,333,317
Energy.............................. 6.2 14,107,622
Business Services................... 5.7 13,074,260
Metals/Miscellaneous................ 5.1 11,637,680
Media/Cable Television.............. 5.0 11,483,234

8
<PAGE>

Transportation...................... 4.8 11,001,915
Real Estate/Construction............ 3.6 8,366,529
Paper/Forest Products............... 3.6 8,336,787
Insurance........................... 3.1 7,116,486
Electrical Equipment................ 3.0 6,903,613
Utilities........................... 3.0 6,880,015
Household Products.................. 2.5 5,708,351
Chemicals........................... 1.7 3,955,468
Machinery/Diversified............... 1.6 3,767,987
Electronics/Instruments/Components.. 1.1 2,543,922
Automotive.......................... 1.1 2,527,488
Entertainment....................... 1.1 2,515,998
Housing............................. .1 162,091
Repurchase Agreements............... 3.8 8,712,000
- ---------------------------------------------------------
TOTAL INVESTMENTS 100.9 231,607,892
EXCESS OF LIABILITIES OVER
OTHER ASSETS (.9) (1,963,041)
- ---------------------------------------------------------
NET ASSETS 100.0% $229,644,851
- ---------------------------------------------------------

See notes to financial statements

STATEMENT OF ASSETS AND LIABILITIES
FIRST INVESTORS GLOBAL FUND, INC.
December 31, 1995

ASSETS
Investments in securities, at value
(identified cost $188,451,226) (Note 1A)........... $231,607,892
Receivables:
Dividends and interest............................. $ 544,352
Capital shares sold................................ 377,506
Investment securities sold......................... 227,883 1,149,741
------------
Other assets........................................ 20,335

Total Assets........................................ 232,777,968
------------
LIABILITIES
Cash overdraft...................................... 237,591
Payables:
Dividend payable January 15, 1996.................. 1,968,853
Capital shares redeemed............................ 346,487
Investment securities purchased.................... 165,433
Accrued expenses.................................... 224,669
Accrued advisory fee................................ 190,084
------------
Total Liabilities................................... 3,133,117
------------

NET ASSETS (Note 5):

9
<PAGE>

Class A (34,728,871 shares outstanding)............ 228,336,228
Class B (200,014 shares outstanding)............... 1,308,623 $229,644,851
------------ ============

NET ASSETS CONSIST OF:
Capital paid in..................................... $189,877,886
Accumulated net realized loss on investments
and foreign currency transactions.................. (3,396,184)
Net unrealized appreciation of investments
and translation of assets in foreign
currencies......................................... 43,163,149
------------
Total............................................... $229,644,851
============
NET ASSET VALUE AND REDEMPTION PRICE PER
SHARE--CLASS A.............................. $6.57
============
MAXIMUM OFFERING PRICE PER SHARE--CLASS A
($6.57/.9375)*.............................. $7.01
============
NET ASSET VALUE AND OFFERING PRICE PER
SHARE--CLASS B.............................. $6.54
============

*On purchases of $25,000 or more, the sales charge is reduced.

See notes to financial statements

STATEMENT OF OPERATIONS
FIRST INVESTORS GLOBAL FUND, INC.
Year Ended December 31, 1995

INVESTMENT INCOME
Income:
Dividends (net of $287,688 foreign
withholding taxes).................. $ 4,467,474
Interest.............................. 718,801
Total income........................... 5,186,275
----------------
Expenses (Note 3):
Advisory fee.......................... $ 2,187,070
Distribution plan expenses--Class A... 654,328
Distribution plan expenses--Class B... 5,980
Shareholder servicing costs........... 714,181
Custodian fees and expenses........... 171,634
Reports and notices to shareholders... 140,697
Professional fees..................... 62,603

10
<PAGE>

Other expenses........................ 60,769
----------------
Total expenses......................... 3,997,262
----------------
Net investment income.................. 1,189,013
----------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND
FOREIGN CURRENCY TRANSACTIONS (Note 2):
Net realized gain from:
Investments.......................... 13,083,213
Foreign currency transactions........ 9,706 13,092,919
----------------
Net unrealized appreciation
(depreciation) of:
Investments.......................... 21,511,541
Translation of assets in foreign
currencies......................... (692) 21,510,849
---------------- ----------------
Net gain from investments and foreign
currency............................. 34,603,768
----------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS....................... $35,792,781
================

See notes to financial statements

STATEMENT OF CHANGES IN NET ASSETS
FIRST INVESTORS GLOBAL FUND, INC.

- -------------------------------------------------------------------------------
Year Ended December 31 1995 1994
- -------------------------------------------------------------------------------
[S] [C] [C]
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income.......................... $ 1,189,013 $ 953,819
Net realized gain on investments and foreign
currency transactions........................ 13,092,919 23,954,209
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies........................... 21,510,849 (33,042,663)
------------- -----------
Net increase (decrease) in net assets resulting
from operations................................ 35,792,781 (8,134,635)
------------- -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income--Class A................. (1,201,748) (993,371)
Net investment income--Class B................. (5,314) --
Net realized gains--Class A.................... (9,215,464) (5,853,794)
Net realized gains--Class B.................... (52,445) --
------------- -----------
Total distributions........................... (10,474,971) (6,847,165)
------------- -----------

11
<PAGE>

CAPITAL SHARE TRANSACTIONS (a)
Class A:
Proceeds from shares sold.................... 20,655,423 39,554,771
Value of distributions reinvested............ 8,448,358 6,632,379
Cost of shares redeemed...................... (39,890,811) (27,116,895)
------------- -----------
(10,787,030) 19,070,255
------------- -----------
Class B:
Proceeds from shares sold..................... 1,286,260 --
Value of distributions reinvested............. 57,759 --
Cost of shares redeemed....................... (83,283) --
------------- -----------
1,260,736 --
------------- -----------
Net increase (decrease) from capital
share transactions.......................... (9,526,294) 19,070,255
Net increase in net assets.................... 15,791,516 4,088,455
NET ASSETS
Beginning of year............................... 213,853,335 209,764,880
------------- -----------
End of year..................................... $229,644,851 $213,853,335
------------- -----------

(a) CAPITAL SHARES ISSUED AND REDEEMED
Class A:
Sold........................................... 3,322,118 1,428,101
Issued for distributions reinvested............ 1,229,747 1,135,681
Redeemed....................................... (6,436,387) (4,412,645)
------------- -----------
Net increase (decrease) in Class A shares
outstanding................................. (1,884,522) 3,151,137
------------- -----------
Class B:
Sold.......................................... 204,422 --
Issued for distributions reinvested........... 8,457 --
Redeemed...................................... (12,865) --
------------- -----------
Net increase in Class B shares outstanding.. 200,014 --
------------- -----------

See notes to financial statements

NOTES TO FINANCIAL STATEMENTS
FIRST INVESTORS GLOBAL FUND, INC.

1. SIGNIFICANT ACCOUNTING POLICIES--The Fund is registered under the Investment
Company Act of 1940 (the "1940 Act") as a diversified, open-end management
investment company. The objective of the Fund is primarily to seek long-term
capital growth and secondarily to earn a reasonable level of current income.

A. Security Valuation--A security listed or traded on any stock exchange or the
NASDAQ National Market System is valued at its last sale price on that exchange
or system prior to the time when assets are valued. If no sale is reported at

12
<PAGE>

that time, the mean between the current bid and asked prices is used. Securities
for which over-the-counter market quotations are readily available are valued at
the mean between the last current bid and asked prices. Securities may also be
priced by a pricing service. The pricing service uses quotations obtained from
investment dealers or brokers for the particular securities being evaluated,
information with respect to market transactions in comparable securities and
other available information in determining value. Securities for which market
quotations are not readily available and other assets are valued on a consistent
basis at fair value as determined in good faith by or under the supervision of
the Fund's officers in a manner specifically authorized by the Board of
Directors. For valuation purposes, quotations of foreign securities in foreign
currency are translated to U.S. dollar equivalents using the foreign exchange
quotation in effect.

B. Federal Income Taxes--No provision has been made for federal income taxes on
net income or capital gains, since it is the policy of the Fund to continue to
comply with the special provisions of the Internal Revenue Code applicable to
investment companies and to make sufficient distributions of income and capital
gains (in excess of any available capital loss carryovers) to relieve it from
all, or substantially all, such taxes. At December 31, 1995, the Fund had
available capital loss carryovers of $3,396,184, resulting from reorganizations
in 1989 with other First Investors funds. The capital loss carryovers, as
limited by the provisions of the 1986 Tax Reform Act, expire as follows:

Amount of
Capital Loss
Year Carryover Expiring
- ---------------------------------- ------------------
[S] [C]
1996.............................. $3,017,230
1997.............................. 378,954
----------
$3,396,184
==========

C. Foreign Currency Translations--The books and records are maintained in U.S.
dollars. For valuation purposes, quotations of foreign securities in foreign
currency are translated to U.S. dollar equivalents using the daily rate of
exchange. Purchases and sales of investment securities, dividend income and
certain expenses are translated to U.S. dollars at the rates of exchange
prevailing on the respective dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes in
market prices of the investments. Such fluctuations are included with the net
realized and unrealized gains and losses from investments.

Net realized and unrealized gain (loss) from foreign currency transactions
includes gains and losses from the sales of foreign currency and gains and
losses between the ex and payment dates on dividends and foreign withholding

13
<PAGE>

taxes.

D. Distributions to Shareholders--Distributions to shareholders from net
investment income and net realized gains are declared and paid annually.

The timing and characterization of income and capital gain distributions are
determined in accordance with federal regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments for foreign currency transactions, capital loss
carryforwards and deferral of wash sales.

E. Repurchase Agreements--Securities pledged as collateral for repurchase
agreements are held by the Fund's custodian until maturity of the repurchase
agreement. Provisions for the agreement provide that the market value of the
collateral is sufficient in the event of default; however, in the event of
default or bankruptcy by the other party to the agreement, realization and/or
retention of the collateral may be subject to legal proceedings.

F. Other--Security transactions are accounted for on the date the securities are
purchased or sold. Cost is determined, and gains and losses are based, on the
identified cost basis for both financial statement and federal income tax
purposes. Dividend income is recorded on the ex-dividend date, except that
certain dividends from foreign securities are recorded on the ex-dividend date
or as soon thereafter as the Fund is informed of the dividend. Interest income
and estimated expenses are accrued daily.

2. SECURITIES TRANSACTIONS--For the year ended December 31, 1995, purchases and
sales of investment securities, excluding foreign currencies and repurchase
agreements, aggregated $96,946,104 and $105,579,562, respectively.

At December 31, 1995, the cost of investments for federal income tax purposes
was $188,451,226. Accumulated net unrealized appreciation on investments was
$43,156,666, consisting of $48,215,773 gross unrealized appreciation and
$5,059,107 gross unrealized depreciation.

3. ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES--Certain officers and
directors of the Fund are officers and directors of its investment adviser,
First Investors Management Company, Inc. ("FIMCO"), its underwriter, First
Investors Corporation ("FIC"), its transfer agent, Administrative Data
Management Corp. ("ADM") and/or First Financial Savings Bank, S.L.A. ("FFS"),
custodian of the Fund's Individual Retirement Accounts. Officers and directors
of the Fund received no remuneration from the Fund for serving in such
capacities. Their remuneration (together with certain other expenses of the
Fund) is paid by FIMCO or FIC.

The Investment Advisory Agreement provides as compensation to FIMCO an annual
fee, payable monthly, at the rate of 1% on the first $250 million of the Fund's
average daily net assets, declining by .03% on each $250 million thereafter,
down to .91% on average daily net assets over $750 million.

14
<PAGE>

in those states (unless waivers of such limitations have been obtained). The
amount of any such reimbursement is limited to the yearly advisory fee. For the
year ended December 31, 1995, no reimbursement was required pursuant to these
provisions.

NOTES TO FINANCIAL STATEMENTS
FIRST INVESTORS GLOBAL FUND, INC.

During the year ended December 31, 1995, FIC, as underwriter, received $912,605
in commissions after allowing $3,286 to other dealers. Shareholder servicing
costs included $417,058 in transfer agent fees paid to ADM and $220,698 in
custodian fees paid to FFS.

Wellington Management Company serves as the investment subadviser to the Fund.
The subadviser is paid by FIMCO and not by the Fund.

Pursuant to a Distribution Plan adopted under Rule 12b-1 of the 1940 Act, the
Fund is authorized to pay FIC a fee equal to .30% of the average net assets of
the Class A shares and 1% of the average net assets of the Class B shares on an
annualized basis each year, payable monthly. The fee consists of a distribution
fee and a service fee. The service fee is paid for the ongoing servicing of
clients who are shareholders of the Fund.

4. RULE 144A SECURITIES--Under Rule 144A, certain restricted securities are
exempt from the registration requirements of the Securities Act of 1933 and may
only be resold to qualified institutional investors. At December 31, 1995, the
Fund held five 144A securities with an aggregate value of $1,021,694
representing less than 1/2 of 1% of the Fund's net assets. These securities are
valued as set forth in Note 1A.

5. CAPITAL--The Fund sells two classes of shares, Class A and Class B, each with
a public offering price that reflects different sales charges and expense
levels. Class A shares are sold with an initial sales charge of up to 6.25% of
the amount invested and together with the Class B shares are subject to 12b-1
fees as described in Note 3. Class B shares are sold without an initial sales
charge, but are generally subject to a contingent deferred sales charge which
declines in steps from 4% to 0% over a six-year period. Class B shares
automatically convert into Class A shares after eight years. Realized and
unrealized gains or losses, investment income and expenses (other than 12b-1
fees and certain other class expenses) are allocated daily to each class of
shares based upon the relative proportion of net assets of each class. Of the
100,000,000 shares originally designated, the Fund has classified 65,000,000
shares as Class A and 35,000,000 shares as Class B.

15
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Directors of
First Investors Global Fund, Inc.

We have audited the accompanying statement of assets and liabilities of First
Investors Global Fund, Inc., including the portfolio of investments, as of
December 31, 1995, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended and financial highlights for each of the periods presented.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

owned as of December 31, 1995, by correspondence with the custodian and brokers.
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 and financial highlights referred to
above present fairly, in all material respects, the financial position of First
Investors Global Fund, Inc. at December 31, 1995, and the results of its
operations, changes in its net assets and financial highlights for each of the
respective periods presented, in conformity with generally accepted accounting
principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
January 31, 1996

16
<PAGE>

Portfolio of Investments
FIRST INVESTORS GOVERNMENT FUND, INC.
December 31, 1995

- ---------------------------------------------------------------------------
Principal
Amount Security Value
- ---------------------------------------------------------------------------
MORTGAGE-BACKED CERTIFICATES--81.7%
Government National Mortgage Association I
<S> <C> <C>
$47,334 M 7%, 10/15/2022-9/15/2025 $47,888,908
53,298 M 7 1/2%, 9/15/2021-10/15/2025 54,830,729
16,459 M 8%, 6/15/2022-9/15/2023 17,150,542
10,643 M 8 1/2%, 4/15/2016-6/15/2017 11,261,371
43,944 M 9%, 1/15/2016-3/15/2021 47,008,135

- ---------------------------------------------------------------------------
Total Value of Mortgage-Backed Certificates (cost$174,086,542) 178,139,685
- ---------------------------------------------------------------------------
UNITED STATES TREASURY BONDS--17.4%

15,300 M 10 3/4%, 8/15/2005 21,030,328
11,000 M 12%, 8/15/2013 16,955,469
- ---------------------------------------------------------------------------
Total Value of United States Treasury Bonds (cost $36,677,922) 37,985,797
- ---------------------------------------------------------------------------
Short-Term Corporate Notes--.1%
100 M Appalachian Power Co., 6%, 1/2/1996 (cost $99,983) 99,983
- ---------------------------------------------------------------------------
Total Value of Investments (cost $210,864,447) 99.2% 216,225,465
Other Assets, Less Liabilities .8 1,762,412
- ---------------------------------------------------------------------------
Net Assets 100.0% $217,987,877
===========================================================================

See notes to financial statements
</TABLE>

Statement of Assets and Liabilities
FIRST INVESTORS GOVERNMENT FUND, INC.
December 31, 1995

- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Investments in securities, at value (identified cost $210,864,447) (Note 1A) $216,225,465
Cash 780,312
Receivables:
Interest $ 2,241,989
Capital shares sold 88,219 2,330,208
-------------
Other assets 27,482
-----------
</TABLE>

1
<PAGE>

<TABLE>
<S> <C> <C>
Total Assets 219,363,467
Liabilities
Payables:
Investment securities purchased 717,445
Dividend payable January 20, 1996 208,252
Capital shares redeemed 178,649
Accrued expenses 135,811
Accrued advisory fee 135,433
-------------
Total Liabilities

Net Assets (Note 4):
Class A (19,188,491 shares outstanding) 217,089,451
Class B (79,446 shares outstanding) 898,426 $217,987,877
------------- ------------
Net Assets Consist of:
Capital paid in $234,220,283
Accumulated net realized loss on investment transactions (21,593,424)
Net unrealized appreciation in value of investments 5,361,018
------------
Total $217,987,877

Net asset value and redemption price per share--Class A $ 11.31

Maximum offering price per share--Class A ($11.31/.9375)* $ 12.06

Net asset value and offering price per share--Class B $ 11.31
============
</TABLE>

* On purchases of $25,000 or more, the sales charge is reduced.

See notes to financial statements

Statement of Operations
FIRST INVESTORS GOVERNMENT FUND, INC.
Year Ended December 31, 1995

- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interest income $17,273,314
Expenses (Notes 1 and 3):
Advisory fee $ 2,144,097
Distribution plan expenses--Class A 656,340
Distribution plan expenses--Class B 4,338
Shareholder servicing costs 506,683
Custodian fees 26,711
Reports and notices to shareholders 69,249
Professional fees 42,369
Other expenses 79,367
-------------

2
<PAGE>

</TABLE>
<TABLE>
<S> <C> <C>
Total expenses 3,529,154
Less: Portion of advisory fee waived (500,000)
Custodian fees paid indirectly (3,274)
-------------
Net expenses 3,025,880
------------
Net investment income 14,247,434
Realized and Unrealized Gain on Investments (Note 2):
Net realized gain on investments 3,588,431
Net unrealized appreciation of investments 12,889,600
-------------
Net gain on investments 16,478,031
------------
Net Increase in Net Assets Resulting from Operations $30,725,465
============

See notes to financial statements
</TABLE>

<TABLE>
<CAPTION>
Statement of Changes in Net Assets
FIRST INVESTORS GOVERNMENT FUND, INC.

- -----------------------------------------------------------------------------------------------------------------
Year Ended December 31 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Increase (Decrease) in Net Assets from Operations
Net investment income $ 14,247,434 $ 15,514,626
Net realized gain (loss) on investments 3,588,431 (20,964,402)
Net unrealized appreciation (depreciation) of investments 12,889,600 (3,213,275)
------------- -------------
Net increase (decrease) in net assets resulting from operations 30,725,465 (8,663,051)
------------- -------------
Dividends to Shareholders from:
Net investment income--Class A (14,373,435) (15,227,729)
Net investment income--Class B (25,685) --
------------- -------------
Total dividends (14,399,120) (15,227,729)
------------- -------------
Capital Share Transactions (a)
Class A:
Proceeds from shares sold 11,009,028 13,055,386
Value of dividends reinvested 11,800,037 12,577,537
Cost of shares redeeme (41,080,675) (70,979,348)
------------- -------------
(18,271,610) (45,346,425)
------------- -------------

Class B:
Proceeds from shares sold 893,299 --
Value of dividends reinvested 23,146 --
Cost of shares redeemed (44,249) --
------------- -------------
872,196
--
3
</TABLE>
<PAGE>

<TABLE>
<S> <C> <C>
------------- -------------
Net decrease from capital share transactions (17,399,414) (45,346,425)
------------- -------------
Net decrease in net assets (1,073,069) (69,237,205)

Net Assets
Beginning of year 219,060,946 288,298,151
------------- -------------
End of year (including undistributed net investment income
of $0 and $318,248, respectively) $217,987,877 $219,060,946
------------- -------------
Class A:
Sold 1,008,037 1,192,645
Issued for dividends reinvested 1,073,060 1,159,051
Redeemed (3,752,419) (6,453,882)
------------- -------------
Net decrease in Class A shares outstanding (1,671,322) (4,102,186)
============= =============
Class B:
Sold 81,380 --
Issued for dividends reinvested 2,080 --
Redeemed (4,014) --
------------- -------------
Net increase in Class B shares outstanding 79,446 --
============= =============

See notes to financial statements
</TABLE>

Notes to Financial Statements
FIRST INVESTORS GOVERNMENT FUND, INC.

1. Significant Accounting Policies--The Fund is registered under the
Investment Company Act of 1940 (the "1940 Act") as a diversified, open-end
management investment company. The Fund's objective is to achieve a
significant level of current income which is consistent with security
and liquidity of principal.

A. Security Valuation--U.S. Government obligations are traded primarily
in the over-the-counter markets. Such securities are valued at the mean
between the last bid and asked prices as furnished by dealers who make a
market in such securities. Securities for which market quotations are
not readily available are valued on a consistent basis at fair value as
determined in good faith by or under the direction of the Fund's
officers in a manner specifically authorized by the Board of Directors.

B. Federal Income Taxes--No provision has been made for federal income
taxes on net income or capital gains since it is the policy of the Fund
to continue to comply with the special provisions of the Internal
Revenue Code applicable to investment companies, and to make sufficient
distributions of income and capital gains (in excess of any available
capital loss carryovers) to relieve it from all, or substantially all,
federal income taxes. At December 31, 1995, the Fund had a capital loss
carryover of $21,519,052 expiring in the year 2002.

4
<PAGE>

C. Distributions to Shareholders--Dividends to shareholders from net
investment income are declared daily and paid monthly. Income dividends
and capital gain distributions are determined in accordance with income
tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments
for mortgage-backed securities, capital loss carryforwards and post
October losses.

D. Other--Security transactions are accounted for on the date the
securities are purchased or sold. Cost is determined, and gains and
losses are based, on the identified cost basis for both financial
statement and federal income tax purposes. Interest income and estimated
expenses are accrued daily. The Fund's Custodian has provided credits in
the amount of $3,274 against custodian charges based on the uninvested
cash balances of the Fund.

2. Securities Transactions--For the year ended December 31, 1995,
purchases and sales (including pay-downs) of securities other than
short-term U.S. Government obligations and corporate notes, aggregated
$357,178,669 and $338,678,690, respectively.

At December 31, 1995, the cost of investments for federal income tax
purposes was $210,864,447. Accumulated net unrealized appreciation on
investments was $5,361,018 consisting of $5,536,570 gross unrealized
appreciation and $175,552 gross unrealized depreciation.

3. Advisory Fee and Other Transactions With Affiliates--Certain officers
and directors of the Fund are officers and directors of its investment
adviser, First Investors Management Company, Inc.("FIMCO"), its
underwriter, First Investors Corporation ("FIC"), its transfer agent,
Administrative Data Management Corp. ("ADM") and/or First Financial
Savings Bank, S.L.A. ("FFS"), custodian of the Fund's Individual
Retirement Accounts. Officers and directors of the Fund received no
remuneration from the Fund for serving in such capacities. Their
remuneration (together with certain other expenses of the Fund) is paid
by FIMCO or FIC.

The Investment Advisory Agreement provides as compensation to FIMCO an
annual fee, payable monthly, at the rate of 1% on the first $200 million
of the Fund's average daily net assets, .75% on the next $300 million,
declining by .03% on each $250 million thereafter, down to .66% on
average daily net assets over $1 billion. Since July 1987, FIMCO has
voluntarily waived .25% of the fee on the first $200 million of the
Fund's average daily net assets. For the year ended December 31, 1995,
this reduction amounted to $500,000.

Pursuant to certain state regulations, FIMCO has agreed to reimburse the
Fund if and to the extent that the Fund's aggregate operating expenses,
including the advisory fee but generally excluding interest, taxes,
brokerage commissions and extraordinary expenses, exceed any limitation
on expenses applicable to the Fund in those states (unless waivers of
such limitations have been obtained). The amount of any such
reimbursement is limited to the yearly advisory fee. For the year ended
December 31, 1995, no reimbursement was required pursuant to these
provisions.

5
<PAGE>

For the year ended December 31, 1995, FIC, as underwriter, received
$400,138 in commissions after allowing $10,179 to other dealers.
Shareholder servicing costs included $285,432 in transfer agent fees
paid to ADM, and $136,873 in custodian fees paid to FFS.

Pursuant to a Distribution Plan adopted under Rule 12b-1 of the 1940
Act, the Fund is authorized to pay FIC a fee equal to .30% of the
average net assets of the Class A shares and 1% of the average net
assets of the Class B shares on an annualized basis each year, payable
monthly. The fee consists of a distribution fee and a service fee. The
service fee is paid for the ongoing servicing of clients who are
shareholders of the Fund.

4. Capital--The Fund sells two classes of shares, Class A and Class B,
each with a public offering price that reflects different sales charges
and expense levels. Class A shares are sold with an initial sales charge
of up to 6.25% of the amount invested and together with the Class B
shares are subject to 12b-1 fees as described in Note 3. Class B shares
are sold without an initial sales charge, but are generally subject to a
contingent deferred sales charge which declines in steps from 4% to 0%
over a six-year period. Class B shares automatically convert into Class
A shares after eight years. Realized and unrealized gains or losses,
investment income and expenses (other than 12b-1 fees and certain other
class expenses) are allocated daily to each class of shares based upon
the relative proportion of net assets of each class. Of the
1,000,000,000 shares originally authorized, the Fund has designated
500,000,000 shares as Class A and 500,000,000 shares as Class B.

6
<PAGE>

Independent Auditor's Report

To the Shareholders and Board of Directors of
First Investors Government Fund, Inc.

We have audited the accompanying statement of assets and liabilities of
First Investors Government Fund, Inc., including the portfolio of
investments, as of December 31, 1995, and the related statement of
operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended and financial
highlights for each of the years presented. These financial statements
and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements and financial highlights 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 and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by
correspondence with the custodian and brokers. 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 and financial highlights
referred to above present fairly, in all material respects, the
financial position of First Investors Government Fund, Inc. at December
31, 1995, and the results of its operations, changes in its net assets
and financial highlights for the periods presented, in conformity with
generally accepted accounting principles.

Tait, Weller & Baker

Philadelphia, Pennsylvania
January 31, 1996

7
<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements: Financial Statements are set forth in Part B,
Statement of Additional Information

(b) Exhibits:

(1)a. Articles of Restatement
b. Articles Supplementary

(2) Amended and Restated By-Laws

(3) Not Applicable

(4)/2/ Specimen Certificate

(5)a. Investment Advisory Agreement between Registrant and First
Investors Management Company, Inc.

b. Subadvisory Agreement

(6) Underwriting Agreement between Registrant and First Investors
Corporation.

(7) Not Applicable

(8) Custodian Agreement between Registrant and Brown Brothers
Harriman & Co.

(9) Administration Agreement between Registrant, First Investors
Management Company, Inc., First Investors Corporation and
Administrative Data Management Corp.

(10) Opinion of counsel

(11)a. Consent of independent accountants

b. Powers of Attorney

(12) Not Applicable

(13)/1/ Undertaking of the Co-Underwriters

(14)a./4/ First Investors Profit Sharing/Money Purchase Pension
Retirement Plan for Sole Proprietor ships, Partnerships and
Corporations

<PAGE>

b./5/ First Investors Individual Retirement Account

c./3/ First Investors 403(b) Custodial Account

d./5/ First Investors SEP-IRA and SARSEP-IRA

(15) a. Amended and Restated Class A Distribution Plan

b. Class B Distribution Plan

(16) Performance Calculations

(17) Financial Data Schedule (filed as Exhibit 27 for electronic
filing purposes)

(18) 18f-3 Plan

________________
/1/ Previously filed with the Commission
/2/ Incorporated by reference from Post-Effective Amendment No. 10 to
Registrant's Registration Statement (File No. 2-71911) filed on October
16, 1989.
/3/ Incorporated by reference from Post-Effective Amendment No. 13 to
Registrant's Registration Statement (File No. 2-71911) filed on March 1,
1991.
/4/ Incorporated by reference from Post-Effective Amendment No. 15 to
Registrant's Registration Statement (File No. 2-71911) filed on March 15,
1992.
/5/ Incorporated by reference from Post-Effective Amendment No. 16 to
Registrant's Registration Statement (File No. 2-71911) filed on April 30,
1993.
/6/ Incorporated by reference from Registrant's Rule 24f-2 Notice for its
fiscal year ended December 31, 1995 filed on February 27, 1996.

Item 25. Persons Controlled by or under common control with Registrant

There are no persons controlled by or under common control with the
Registrant.

Item 26. Number of Holders of Securities

<TABLE>
<S> <C>
Number of Record
Holders as of
Title of Class February 9, 1996
- ----------------- ----------------

Class A shares 39,083
Class B shares 426
</TABLE>
<PAGE>

Item 27. Indemnification

Article X, Section 1 of the By-Laws of Registrant provides as follows:

Section 1. Every person who is or was an officer or director of the
Corporation (and his heirs, executors and administrators) shall be indemnified
by the Corporation against reasonable costs and expenses incurred by him in
connection with any action, suit or proceeding to which he may be made a party
by reason of his being or having been a director or officer of the Corporation,
except in relation to any action, suit or proceeding in which he has been
adjudged liable because of negligence or misconduct, which shall be deemed to
include willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office. In the absence of an
adjudication which expressly absolves the director or officer of liability to
the Corporation or its stockholders for negligence or misconduct, within the
meaning thereof as used herein, or in the event of a settlement, each director
or officer (and his heirs, executors and administrators) shall be indemnified by
the Corporation against payments made, including reasonable costs and expenses,
provided that such indemnity shall be conditioned upon the prior determination
by a resolution of two-thirds of the Board of Directors, who are not involved in
the action, suit or proceeding that the director or officer has no liability by
reason of negligence or misconduct within the meaning thereof as used herein,
and provided further that if a majority of the members of the Board of Directors
of the Corporation are involved in the action, suit or proceeding, such
determination shall have been made by a written opinion of independent counsel.
Amounts paid in settlement shall not exceed costs, fees and expenses which would
have been reasonably incurred if the action, suit or proceeding had been
litigated to a conclusion. Such a determination by the Board of Directors or by
independent counsel, and the payment of amounts by the Corporation on the basis
thereof, shall not prevent a stockholder from challenging such indemnification
by appropriate legal proceedings on the grounds that the person indemnified was
liable to the Corporation or its security holders by reason of negligence or
misconduct within the meaning thereof as used herein. The foregoing rights and
indemnification shall not be exclusive of any other rights to which any officer
or director (or his heirs, executors and administrators) may be entitled to
according to law.

The Registrant's Investment Advisory Agreement provides as follows:

The Manager shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Company or any Series in connection with the
matters to which this Agreement relate except a loss resulting from the willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also an officer, partner, employee, or agent
of the Manager, who may be or become an officer, Board member, employee or agent
of the Company
<PAGE>

shall be deemed, when rendering services to the Company or acting in any
business of the Company, to be rendering such services to or acting solely for
the Company and not as an officer, partner, employee, or agent or one under the
control or direction of the Manager even though paid by it.

The Registrant's Underwriting Agreement provides as follows:

The Underwriter agrees to use its best efforts in effecting the sale and
public distribution of the shares of the Fund through dealers and to perform its
duties in redeeming and repurchasing the shares of the Fund, but nothing
contained in this Agreement shall make the Underwriter or any of its officers
and directors or shareholders liable for any loss sustained by the Fund or any
of its officers, directors, or shareholders, or by any other person on account
of any act done or omitted to be done by the Underwriter under this Agreement
provided that nothing herein contained shall protect the Underwriter against any
liability to the Fund or to any of its shareholders to which the Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties as Underwriter or by reason of its
reckless disregard of its obligations or duties as Underwriter under this
Agreement. Nothing in this Agreement shall protect the Underwriter from any
liabilities which they may have under the Securities Act of 1933 or the
Investment Company Act of 1940.

Reference is hereby made to the Maryland Corporations and Associations
Annotated Code, Sections 2-417, 2-418 (1986).

The general effect of this Indemnification will be to indemnify the officers
and directors of the Registrant from costs and expenses arising from any action,
suit or proceeding to which they may be made a party by reason of their being or
having been a director or officer of the Registrant, except where such action is
determined to have arisen out of the willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
director's or officer's office.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. See Item 32 herein.

Item 28. Business and Other Connections of Investment Adviser

First Investors Management Company, Inc., the Registrant's Investment Adviser,
also serves as Investment Adviser to:

First Investors Cash Management Fund, Inc.
<PAGE>

First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Life Series Fund
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Special Bond Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.

Affiliations of the officers and directors of the Investment Adviser are set
forth in Part B, Statement of Additional Information, under "Directors and
Officers."

Item 29. Principal Underwriters
(a) First Investors Corporation, Underwriter of the Registrant, is also
underwriter for:

First Investors Cash Management Fund, Inc.
First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.

(b) The following persons are the officers and directors of the Underwriter:

<TABLE>
<CAPTION>
Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ------------------ --------------------- ------------
<S> <C> <C>

Glenn O. Head Chairman President
95 Wall Street and Director and Director
New York, NY 10005

Marvin M. Hecker President None
95 Wall Street
New York, NY 10005
</TABLE>
<PAGE>

<TABLE>
Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ------------------ --------------------- ------------
<S> <C> <C>
John T. Sullivan Director Chairman of the
95 Wall Street Board of Directors
New York, NY 10005

Roger L. Grayson Director Director
95 Wall Street
New York, NY 10005

Joseph I. Benedek Treasurer Treasurer
581 Main Street
Woodbridge, NJ 07095

Robert Murphy Comptroller None
581 Main Street
Woodbridge, NJ 07095

Lawrence A. Fauci Senior Vice President None
95 Wall Street and Director
New York, NY 10005

Kathryn S. Head Vice President, Director
581 Main Street Chief Financial
Woodbridge, NJ 07095 Officer and Director

Louis Rinaldi Senior Vice None
581 Main Street President
Woodbridge, NJ 07095

Frederick Miller Vice President None
581 Main Street
Woodbridge, NJ 07095

Howard M. Factor Vice President None
95 Wall Street
New York, NY 10005

Larry R. Lavoie Secretary and None
95 Wall Street General Counsel
New York, NY 10005

Matthew Smith Vice President None
581 Main Street
Woodbridge, NJ 07095
</TABLE>
<PAGE>

<TABLE>
Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ------------------ --------------------- ------------
<S> <C> <C>
Jeremiah J. Lyons Director None
56 Weston Avenue
Chatham, NJ 07928

Anne Condon Vice President None
581 Main Street
Woodbridge, NJ 07095

Jane W. Kruzan Director None
15 Norwood Avenue
Summit, NJ 07901
</TABLE>

Item 30. Location of Accounts and Records

Physical possession of the books, accounts and records of the Registrant
are held by First Investors Management Company, Inc. and its affiliated
companies, First Investors Corporation and Administrative Data Management Corp.,
at their corporate headquarters, 95 Wall Street, New York, NY 10005 and
administrative offices, 581 Main Street, Woodbridge, NJ 07095, except for those
maintained by the Registrant's Custodian, Brown Brothers Harriman & Co., 40
Water Street, Boston, MA 02109.

Item 31. Management Services

Inapplicable

Item 32. Undertakings

The Registrant undertakes to carry out all indemnification provisions of
its Articles of Incorporation, Advisory Agreement, Subadvisory Agreement and
Underwriting Agreement in accordance with Investment Company Act Release No.
11330 (September 4, 1980) and successor releases.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions under Item 27 herein, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,
<PAGE>

unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The Registrant hereby undertakes to furnish a copy of its latest annual
report to shareholders, upon request and without charge, to each person to whom
a prospectus is delivered.
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------ -----------
<S> <C>
99.B1.1 Articles of Restatement
99.B1.2 Articles Supplementary
99.B2 Amended and Restated By-laws
99.B5.1 Advisory Agreement
99.B5.2 Subadvisory Agreement
99.B6 Underwriting Agreement
99.B8 Custodian Agreement
99.B9 Administration Agreement
99.B11.1 Consent of accountants
99.B11.2 Powers of Attorney
99.B15.1 Class A Distribution Plan
99.B15.2 Class B Distribution Plan
99.B16 Performance Calculations
99.B18 18f-3 Plan
27.001 FDS-Class A Shares
27.002 FDS-Class B Shares
</TABLE>
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant represents that this Amendment
meets all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933, and has duly caused this Post-Effective Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
17th day of April, 1996.

FIRST INVESTORS GLOBAL
FUND, INC.
(Registrant)

By:/s/Glenn O. Head
---------------------------
Glenn O. Head
President and Director

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

/s/Glenn O. Head Principal Executive April 17, 1996
- --------------------- Officer and Director
Glenn O. Head

/s/Joseph I. Benedek Principal Financial April 17, 1996
- --------------------- and Accounting Officer
Joseph I. Benedek

* Director April 17, 1996
- ---------------------
Kathryn S. Head

* Director April 17, 1996
- ---------------------
James J. Coy
<PAGE>

* Director April 17, 1996
- ---------------------
Roger L. Grayson

* Director April 17, 1996
- ---------------------
Herbert Rubinstein

* Director April 17, 1996
- ---------------------
James M. Srygley

* Director April 17, 1996
- ---------------------
John T. Sullivan

* Director April 17, 1996
- ---------------------
Rex R. Reed

* Director April 17, 1996
- ---------------------
Robert F. Wentworth

*By: /s/Larry R. Lavoie
-------------------------
Larry R. Lavoie
Attorney-in-fact
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------ -----------

99.B1.1 Articles of Restatement
99.B1.2 Articles Supplementary
99.B2 Amended and Restated By-laws
99.B5.1 Advisory Agreement
99.B5.2 Subadvisory Agreement
99.B6 Underwriting Agreement
99.B8 Custodian Agreement
99.B9 Administration Agreement
99.B11.1 Consent of accountants
99.B11.2 Powers of Attorney
99.B15.1 Class A Distribution Plan
99.B15.2 Class B Distribution Plan
99.B16 Performance Calculations
99.B18 18f-3 Plan
27.001 FDS-Class A Shares
27.002 FDS-Class B Shares

<PAGE>

EXHIBIT 99.B1.1

ARTICLES OF RESTATEMENT

FIRST INVESTORS GLOBAL FUND, INC.

To the State Department
of Assessments and Taxation
State of Maryland

Pursuant to the provisions of Section 2-608 of the Maryland General
Corporation Law, First Investors Global Fund, Inc. (the "corporation"), a
Maryland corporation having its principal office in Baltimore City, hereby
certifies that:

FIRST: The corporation desires to restate its charter as currently in
effect.

SECOND: The provisions hereinafter set forth in the Articles of
Restatement are all the provisions of the charter of the corporation as
currently in effect.

THIRD: The restatement of the charter of the corporation has been
approved by a majority of the entire Board of Directors of the
corporation.

FOURTH: The charter of the corporation is not amended by these Articles of
Restatement.

FIFTH: The current address of the principal office of the corporation in
the State of Maryland is c/o The Prentice-Hall Corporation System, Maryland, 11
East Chase Street, Baltimore, Maryland 21202.

SIXTH: The name and the address of the current resident agent of the
corporation in the State of Maryland are The Prentice-Hall
<PAGE>

Corporation System, Maryland, 11 East Chase Street, Baltimore, Maryland 21202.

SEVENTH: The number of directors of the corporation is nine, and the names
of the directors of the corporation currently in office are Glenn O. Head, James
J. Coy, Roger L. Grayson, Kathryn S. Head, F. William Ortman, Jr., Rex R. Reed,
Herbert Rubinstein, John T. Sullivan and Robert F. Wentworth.

ARTICLES OF RESTATEMENT

FIRST INVESTORS GLOBAL FUND, INC.

SECOND: The name of the corporation is
FIRST INVESTORS GLOBAL FUND, INC.
(hereinafter called the "Corporation").

THIRD: The purposes for which the Corporation is formed and the business
to be carried on and promoted by it are as follows:

To engage generally in the business of an incorporated investment company
of the management type, investing and reinvesting its assets in all forms of
securities and other personal and real property, of every kind and description,
all as more specifically set forth herein, subject to the provisions of these
Articles of Incorporation and the By-Laws of the Corporation; to consolidate or
merge with, to acquire and take over the assets of, and to assume the
liabilities of, any other corporation or trust with similar powers, to make
contracts, and, generally, to do any or all acts and things necessary or
desirable in furtherance of any of the corporate purposes or designed to
protect, preserve, or enhance the value of the corporate assets, or to the
extent permitted to business corporations authorized under the laws of the State
of Maryland as now or may in the future be enforced; and to do any or all of the
things in furtherance of the above purposes as natural persons might do.

To subscribe for, receive, purchase and otherwise acquire, own, hold,
sell, exchange, transfer, mortgage, pledge, hypothecate and otherwise dispose
of, and generally deal in and with all or any of the following (hereinafter
sometimes referred to collectively as "securities" or individually as
"security") namely: All kinds of shares, stocks, voting trust certificates,
trust certificates, bonds, debentures, mortgages, trust receipts, notes and
other securities, obligations, contracts, certificates of interest, choses in
action and
<PAGE>

evidences of indebtedness generally of any corporation, association,
partnership, syndicate, entity, person, or governmental, municipal or public
authority, domestic or foreign, and evidences of any interest therein or in
respect thereto, subject to such restrictions as may be set forth from time to
time in the By-Laws of the Corporation; to acquire or become interested in any
such securities by original subscription, underwriting, participation in
syndicates or otherwise and while the owner or holder of any such securities to
exercise all the rights, powers and privileges of ownership or interest in
respect thereof.

To purchase, acquire, hold, exchange, sell, deal in and dispose of, alone
or in syndicates or otherwise in conjunction with others, commodities and other
personal property of every kind, character and description whatsoever and
wheresoever situated, and any interest therein.

To conduct researches, investigations, enterprises, and otherwise transact
all kinds of business relating to the gathering, publishing and distribution of
financial and investment information and statistics or such business as may be
carried on in connection therewith throughout the world.

To enter into, make and perform contracts of every lawful kind, without
limitation as to amount, except as expressly provided to the contrary in the
By-Laws, with any person, firm, association, partnership, corporation or entity
including but not by way of limitation, agreements for the disposition or
acquisition of the corporate stock of the Corporation, agreements for the
management, supervision and overseeing of its assets or activities, and the
rendering of services with reference thereto, agreements for the holding or
custody of its assets, the acquisition and disposition of its securities,
agreements for the conduct of administrative, accounting or other activities,
and agreements relating to borrowing or repayment of money.

The foregoing statements of objects and purposes except as otherwise
expressly provided shall not be held to limit or restrict in any manner the
powers of the Corporation, and are in furtherance of, and in addition to, and
not in limitation of the general powers conferred upon the Corporation by the
laws of the State of Maryland or otherwise.

FOURTH: The post office address of the principal office of the Corporation
in this State is c/o The Prentice-Hall Corporation System, Maryland, 11 East
Chase Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in this State is The Prentice-Hall Corporation System, Maryland, a
corporation of the State of Maryland, and the post office address of the
resident agent is 11 East Chase Street, Baltimore, Maryland 21202.

FIFTH: Section 5.1. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is one hundred million
(100,000,000) shares of capital stock of the par value of one dollar ($1.00)
each, having an aggregate par value of
<PAGE>

$100,000,000. The Shares may be issued by the Board of Directors in such
separate and distinct series ("Series") and classes of series ("Classes") as the
Board of Directors shall from time to time create and establish. The Board of
Directors shall have full power and authority, in its sole discretion, to create
and establish Shares of said Series and Classes having such preferences, rights,
voting power, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption as shall be fixed and determined from time to
time by resolution or resolutions providing for the issuance of such Shares
adopted by the Board of Directors. In the event of establishment of Classes,
each Class of a Series shall represent interests in the assets of that Series
and have identical voting, dividend, liquidation and other rights and the same
terms and conditions as any other Class of that Series, except as provided in
these Articles of Incorporation, and except that expenses allocated to the Class
of a Series may be borne solely by such Class as shall be determined by the
Board of Directors and a Class of a Series may have exclusive voting rights with
respect to matters affecting only that Class. Expenses related to the
distribution of, and other identified expenses that should properly be allocated
to, the Shares of a particular Class or Series may be charged to and borne
solely by such Class or Series and the bearing of expenses solely by a Class or
Series may be appropriately reflected (in a manner determined by the Board of
Directors) and cause differences in the net asset value attributable to, and the
dividend, redemption and liquidation rights of, the Shares of each Class or
Series. In addition, the Board of Directors is hereby expressly granted
authority to increase or decrease the number of Shares of any Series or Class,
but the number of Shares of any Series or Class shall not be decreased by the
Board of Directors below the number of Shares thereof then outstanding.

The Board of Directors is authorized, from time to time, to classify or to
reclassify, as the case may be, any unissued Shares of the Corporation in
separate Series or Classes. The Shares of said Series and Classes of stock shall
have such preferences, rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as shall be
fixed and determined from time to time by the Board of Directors. The
Corporation may hold as treasury shares, reissue for such consideration and on
such terms as the Board of Directors may determine, or cancel, at its discretion
from time to time, any Shares reacquired by the Corporation. No holder of any of
the Shares shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any Shares of the Corporation that the Corporation proposes to
issue or reissue.

The Corporation shall have authority to issue any additional shares
hereafter authorized and any Shares redeemed or repurchased by the Corporation.
All Shares of any Series or Class when properly issued in accordance with these
Articles of Incorporation shall be fully paid and nonassessable.

Section 5.2. The establishment of any Series or Class, in addition to
those established in Section 5.1 hereof, shall be effective upon the adoption of
a resolution by a majority of the then Directors setting forth such
establishment and designation and the relative rights
<PAGE>

and preferences of the Shares of such Series or Class. At any time that there
are no Shares outstanding of any particular Series or Class previously
established and designated, the Directors may by a majority vote abolish that
Series or Class and the establishment and designation thereof.

Section 5.3. Dividends and distributions on Shares with respect to each
Series or Class may be declared and paid with such frequency, in such form and
in such amount as the Board of Directors may from time to time determine.
Dividends may be declared daily or otherwise pursuant to a standing resolution
or resolutions adopted only once or with such frequency as the Board of
Directors may determine.

All dividends and distributions on Shares of each Series shall be
distributed pro rata to the holders of that Series in proportion to the number
of Shares of that Series held by such holders at the date and time of record
established for the payment of such dividends or distributions, except that such
dividends and distributions shall appropriately reflect expenses allocated to a
particular Class of such Series.

The Board of Directors shall have the power, in its sole discretion, to
distribute in any fiscal year as dividends (including dividends designated in
whole or in part as capital gain distributions) amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation, or where
applicable each Series of the Corporation, to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended, or any successor or
comparable statute thereto, and regulations promulgated thereunder, and to avoid
liability of income tax in respect of that year. However, nothing in the
foregoing shall limit the authority of the Board of Directors to make
distributions greater than or less than the amount necessary to qualify as a
regulated investment company and to avoid liability of the Corporation, or any
Series of the Corporation, for such tax.

Dividends and distributions may be paid in cash, property or Shares, or a
combination thereof, as determined by the Board of Directors or pursuant to any
program that the Board of Directors may have in effect at the time. Any such
dividend or distribution paid in Shares will be paid at the current net asset
value thereof as defined in Section 5.7.

Section 5.4. All consideration received by the Corporation for the issue
or sale of Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall be
referred to as "assets belonging to" that Series. In addition, any assets,
income, earnings, profits, and proceeds thereof, funds, or payments or any
general liabilities, expenses, costs, charges or reserves which are not readily
identifiable as belonging to or chargeable to any particular Series, shall be
allocated by the Board of Directors between and among any one or more of
<PAGE>

the Series in such manner as the Board of Directors, in its sole discretion,
deems fair and equitable. Each such allocation shall be conclusive and binding
upon the stockholders of all Series for all purposes, and shall be referred to
as assets belonging to that Series. The assets belonging to a particular Series
shall be so recorded upon the books of the Corporation.

Section 5.5. On each matter submitted to a vote of the stockholders, each
holder of a Share shall be entitled to one vote for each Share and fractional
votes for fractional Shares standing in his name on the books of the
Corporation; provided, however, that when required by the Investment Company Act
of 1940, as amended ("1940 Act"), or rules thereunder or when the Board of
Directors has determined that the matter affects only the interests of one
Series or Class, matters may be submitted to a vote of the stockholders of a
particular Series or Class, and each holder of Shares thereof shall be entitled
to votes equal to the number of full and fractional Shares of the Series or
Class standing in his name on the books of the Corporation. The presence in
person or by proxy of the holders of one-third of the Shares of capital stock of
the Corporation outstanding and entitled to vote thereat shall constitute a
quorum for the transaction of business at a stockholders' meeting, except that
where any provision of law or of these Articles of Incorporation permit or
require that holders of any Series or Class shall vote as a Series or Class,
then one-third of the aggregate number of Shares of capital stock of that Series
or Class outstanding and entitled to vote shall constitute a quorum for the
transaction of business by that Series or Class.

Section 5.6. Each holder of Shares shall have the right at such times as
may be permitted by the Corporation to require the Corporation to redeem all or
any part of his Shares at a redemption price per Share equal to the net asset
value per Share as of such time as the Board of Directors shall have prescribed
by resolution. In the absence of such resolution, the redemption price per Share
shall be the net asset value next determined (in accordance with Section 5.7)
after receipt by the Corporation of a request for redemption in proper form less
such charges as are determined by the Board of Directors and described in the
Corporation's registration statement under the Securities Act of 1933, as
amended. The Board of Directors may specify conditions, prices, and places of
redemption, and may specify binding requirements for the proper form or forms of
requests for redemption. Payment of the redemption price may be wholly or partly
in securities or other assets at the value of such securities or assets used in
such determination of net asset value, or may be in cash. Notwithstanding the
foregoing, the Board of Directors may postpone payment of the redemption price
and may suspend the rights of the holders of Shares to require the Corporation
to redeem Shares during any period or at any time when and to the extent
permissible under the 1940 Act. The Corporation reserves the right, upon 60
days' notice, to reduce the redemption price in certain circumstances by an
amount not in excess of 1% of net asset value of the shares to be redeemed.

Section 5.7. The net asset value of each Share of the Corporation, or each
Series or Class, shall be the quotient obtained by
<PAGE>

dividing the value of the net assets of the Corporation, or if applicable of the
Series (being the value of the assets of the Corporation or of the particular
Series less its actual and accrued liabilities exclusive of capital stock and
surplus), by the total number of Shares of the Corporation, or of the Series.
Such determination may be made on a Series-by-Series basis or made or adjusted
on a Class-by- Class basis, as appropriate, and shall include any expenses
allocated to a specific Series or Class thereof. The Board of Directors shall
have the power and duty to determine the net asset value per Share at such times
and by such methods as it shall determine subject to any restrictions or
requirements under the 1940 Act and the rules, regulations and interpretations
thereof promulgated or issued by the Securities and Exchange Commission
applicable to the Corporation. The Board of Directors may delegate such power
and duty to any one or more of the directors and officers of the Corporation, to
the Corporation's investment adviser, to the custodian or depository of the
Corporation's assets, or to another agent of the Corporation.

Section 5.8. The Board of Directors may cause the Corporation to redeem at
current net asset value all Shares owned or held by any one stockholder having
an aggregate current net asset value of such amount as set by the Board of
Directors in accordance with applicable state laws. No such redemption shall be
effected unless the Corporation has given the stockholder at least sixty (60)
days' notice of its intention to redeem the Shares and an opportunity to
purchase a sufficient number of additional Shares to bring the aggregate current
net asset value of his Shares to such amount as set by the Board of Directors.
Upon redemption of Shares pursuant to this Section, the Corporation shall
promptly cause payment of the full redemption price, in any permissible form, to
be made to the holder of Shares so redeemed. The Board of Directors may by a
majority vote establish from time to time amounts less than the current amount
at which the Corporation will redeem Shares pursuant to this Section.

SIXTH: The number of directors of the Corporation shall be nine (9), which
number may be increased or decreased as may be provided by the By-Laws, but in
no case shall the number be less than three (3) or more than fifteen (15). The
names of the directors who shall act until their successors are duly chosen and
qualified are:

Herbert Rubinstein
James J. Coy
Roger L. Grayson
Glenn O. Head
F. William Ortman, Jr.
John T. Sullivan
Robert F. Wentworth
Kathryn S. Head
Rex R. Reed

SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized
<PAGE>

To make, alter or repeal the By-Laws of the Corporation except as therein
provided.

To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserves in the manner in which it was created. Such reserve or reserves may be
invested and reinvested by the Board of Directors in the same way and subject to
the same restrictions as are provided for the investment and reinvestment of the
capital of the Corporation. When and only when the Board of Directors shall
decide that it is advisable or necessary to pay dividends out of the reserve,
shall such funds be subject to the payment of dividends.

To specify by the By-Laws the number of directors constituting the whole
Board of Directors, which number shall not be less than three (3) and which may
be increased or decreased as provided in the By-Laws; and if there be a vacancy
on the Board of Directors by reason of death, resignation or otherwise to fill
such vacancy for the unexpired term by a majority vote of the remaining
directors; and to fill a vacancy created by an increase in the number of
directors by a majority vote of the entire Board of Directors. A director
elected by the Board of Directors to fill a vacancy shall be elected to hold
office until the next annual meeting of stockholders or until his successor is
elected and qualifies. Notwithstanding the foregoing, any such election by the
Board of Directors is subject to the restrictions relating thereto set forth in
the By-Laws.

To designate one or more committees, each committee to consist of two or
more of the directors of the Corporation, which to the extent provided in the
Resolution or Resolutions of the Board of Directors or in the By-Laws of the
Corporation, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except the power
to declare dividends, to issue stock or to recommend to stockholders any action
requiring stockholders' approval, and have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it.

Subject to all applicable provisions of the By-Laws, and of the 1940 Act
and the rules and regulations thereunder, to authorize the Corporation to enter
into a written agreement with any person, firm or corporation to act as manager,
investment adviser, underwriter, distributor, fiscal agent, depository or
custodian of the Corporation.

From time to time to offer for subscription or otherwise issue or sell,
for such consideration as the Board of Directors may determine and which may be
permitted by law at any time of such subscription, any or all of the authorized
stock of the Corporation not then issued or which may have been issued and
reacquired by the Corporation and any or all of any increased stock that may
hereafter be authorized.

EIGHTH: The holders of the capital stock of this Corporation shall have no
preemptive or preferential rights to subscribe for, purchase or receive any part
of any new or additional issues of any stock or any bonds or other obligations
of the Corporation convertible
<PAGE>

into stock whether now or hereafter authorized. The Board of Directors of the
Corporation may in its discretion from time to time grant rights to stockholders
to subscribe to or purchase additional shares or bonds of the Corporation.
Stockholders shall have no right to cumulative voting.

NINTH: The Corporation is to have perpetual existence.

TENTH: The Corporation reserves the right from time to time to make any
amendment of these Articles of Incorporation, now or hereafter authorized by
law, including any amendment which alters contract rights, as expressly set
forth in these Articles of Incorporation, of any outstanding Shares. Any
amendment to these Articles of Incorporation may be adopted at either an annual
or special meeting of the stockholders upon receiving an affirmative vote of a
majority of all votes entitled to be cast thereon. The Board of Directors may,
without a shareholder vote, order the filing of Articles Supplementary
increasing or decreasing the aggregate number of Shares or the number of Shares
of any class that the Corporation has authority to issue, establishing new
classes and describing Shares thereof or taking any such other action now or
hereafter authorized by law.

IN WITNESS WHEREOF, First Investors Global Fund, Inc., has caused these
presents to be signed in its name and on its behalf by its Vice President and
attested by its Assistant Secretary on September 14, 1994.

FIRST INVESTORS GLOBAL
FUND, INC.

ATTEST:

/s/ C. Durso
--------------------------------
Concetta Durso, Vice President

/s/ Carol R. Lerner
- ---------------------------------
Carol R. Lerner,
Assistant Secretary
<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

I HEREBY CERTIFY that on the 14th day of September, 1994, before me the
subscriber, a Notary Public of the State of New York, personally appeared
CONCETTA DURSO, Vice President of First Investors Global Fund, Inc., a Maryland
corporation, and in the name and on behalf of said corporation acknowledged the
foregoing Articles of Restatement to be the corporate act of said corporation
and further made oath in due form of law that the matters and facts set forth in
the said Articles of Restatement with respect to the approval thereof are true
to the best of his knowledge, information and belief.

WITNESS, my hand and notarial seal, the day and year above written.

/s/ Dale Kaplan
------------------------------------
Notary Public

(SEAL) Dale Kaplan

Notary Public, State of New York
No. 31-4504204
Qualified in New York County
Commission Expires August 31, 1995

<PAGE>

EXHIBIT 99.B1.2

ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
FIRST INVESTORS GLOBAL FUND, INC.

First Investors Global Fund, Inc. ("Company"), a Maryland
corporation, having its principal office in Baltimore, Maryland, organized on
March 9, 1981 hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: The Company is authorized to issue one hundred
million (100,000,000) shares of capital stock in such separate and
distinct classes or series of shares as shall be determined from
time to time by the Board of Directors of the Company. The Company
presently offers one series of shares.

SECOND: By action of the Board of Directors of the Company in
accordance with the Company's charter, sixty-five million (65,000,000) shares of
capital stock of the Company, including all currently issued and outstanding
shares of capital stock of the Company, are hereby classified as Class A capital
stock of the Company.

THIRD: By action of the Board of Directors of the Company in
accordance with the Company's charter, thirty-five million (35,000,000) shares
of capital stock that the Company is authorized to issue are hereby classified
as Class B capital stock of the Company.

FOURTH: The Class A capital stock and Class B capital stock of the
Company represents interests in the same investment portfolio of the Company.
All shares of each particular class of the Company shall represent an equal
proportionate interest in that class and each share of any particular class of
the Company shall be equal to each other share of that class. Class A shares and
Class B shares of the Company shall be subject to all provisions of Article V in
the Company's Articles of Incorporation relating to stock of the Company
generally and shall have the same preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption, except as follows:

(1) The Class B capital stock of the Company may convert into Class
A capital stock of the Company in the manner as determined by the Board of
Directors;

- 1 -
<PAGE>

(2) Each class of the Company shall have separate exchange
privileges as determined by the Board of Directors from time to time;

(3) The Class A capital stock of the Company shall be subject to a
front-end sales load and a Rule 12b-1 service and distribution fee as determined
by the Board of Directors from time to time;

(4) The Class B capital stock of the Company shall be subject to a
contingent deferred sales charge and a Rule 12b-1 service and distribution fee
as determined by the Board of Directors from time to time; and

(5) Unless otherwise expressly provided in the Articles of
Incorporation, including any Articles Supplementary creating any class or series
of capital stock, on each matter submitted to a vote of stockholders of the
Company, each holder of a share of capital stock of the Company shall be
entitled to one vote for each share standing in such holders's name on the books
of the Company, irrespective of the class or series thereof, and all shares of
all classes and series shall vote together as a single class; provided, however,
that

(a) as to any matter with respect to which a separate vote of any
class or series is required by the Investment Company Act of 1940, as amended
("1940 Act"), or any rules, regulations or orders issued thereunder, or by the
Maryland General Corporation Law, such requirement as to a separate vote by that
class or series shall apply in lieu of a general vote of all classes and series
as described above; and

(b) as to any matter which in the judgment of the Board of Directors
(which shall be conclusive) does not affect the interest of a particular class
or series, such class or series shall not be entitled to any vote and only the
holders of shares of the one or more affected classes and series shall be
entitled to vote.

FIFTH: The Company is registered with the Securities and
Exchange Commission as an open-end investment company under the
1940 Act.

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IN WITNESS WHEREOF, First Investors Global Fund, Inc., has caused
these presents to be signed in its name and on its behalf by its Vice President
and attested by its Assistant Secretary on October 20, 1994.

FIRST INVESTORS GLOBAL FUND, INC.

ATTEST:
/s/ Concetta Durso
----------------------------------
Concetta Durso, Vice President

/s/ Carol R. Lerner
- ---------------------
Carol R. Lerner,
Assistant Secretary

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

I HEREBY CERTIFY that on the 20th day of October, 1994, before me
the subscriber, a Notary Public of the State of New York, personally appeared
CONCETTA DURSO, Vice President of First Investors Global Fund, Inc., a Maryland
corporation, and in the name and on behalf of said corporation acknowledged the
foregoing Articles Supplementary to be the corporate act of said corporation and
further made oath in due form of law that the matters and facts set forth in the
said Articles Supplementary with respect to the approval thereof are true to the
best of his knowledge, information and belief.

WITNESS, my hand and notarial seal, the day and year above written.

/s/ Dale Kaplan
-----------------------
Notary Public

(SEAL) [Notary Public's Stamp]

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<PAGE>

EXHIBIT 99.B2
AMENDED AND RESTATED BY-LAWS

FIRST INVESTORS GLOBAL FUND, INC.

*******

ARTICLE I

OFFICES

SECTION 1. The principal office of the Corporation shall be in the
City of Baltimore, State of Maryland. The Corporation may also have offices at
such other places both within and without the State of Maryland as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS

SECTION 1. The annual meeting of stockholders shall be held on such
day during the month of April or on such other date and at such time and place
within or without the State of Maryland as may be fixed by the Board of
Directors for the purpose of electing directors and of transacting such other
business as may properly be brought before the meeting; provided, however, that
an annual meeting of stockholders shall not be required to be held in any year
in which none of the following is required, under the Investment Company Act of
1940, to be acted on by the stockholders: election of directors; approval of the
investment advisory agreement; ratification of independent public accountants or
approval of a distribution agreement.

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<PAGE>

SECTION 2. Special meetings of the stockholders for any purpose or
purposes may be called by the Board of Directors or by the President, and must
be called at the written request of stockholders owning not less than
twenty-five percent of the stock then outstanding and entitled to vote. Special
meetings of the stockholders for the purpose of voting on the removal of one or
more directors must be called at the written request of stockholders owning not
less than ten percent of the stock then outstanding and entitled to vote. Any
such meeting shall be held at such time and such place within or without the
State of Maryland as may be stated in the call and notice.

SECTION 3. Written or printed notice of every annual or special
meeting of stockholders, stating the time and place thereof and the general
nature of the business proposed to be transacted at any such meeting, shall be
delivered personally or mailed at least ten days previous thereto to each
stockholder of record entitled to vote at the meeting at his address as the same
appears on the books of the Corporation. Such further notice shall be given as
may be required by law. Meetings may be held without notice if all of the
stockholders entitled to vote are present or represented at the meeting, or if
notice is waived in writing, either before or after the meeting, by those not
present or represented at the meeting. No notice of an adjourned meeting of
stockholders other than an announcement of the time and place thereof at the
preceding meeting shall be required.

SECTION 4. At every meeting of stockholders the holders of record of a
majority of the outstanding shares of the stock of the Corporation entitled to
vote at the meeting, whether present in person or represented by proxy, shall,

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<PAGE>

except as otherwise provided by law, constitute a quorum. If at any meeting
there shall be no quorum, the holders of record, entitled to vote at the
meeting, of a majority of such shares so present or represented may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall have been obtained when any business may be
transacted which might have been transacted at the meeting as first convened had
there been a quorum.

SECTION 5. Each stockholder entitled to vote at any meeting shall
(except as otherwise provided in the Articles of Incorporation) have one vote in
person or by proxy for each share of stock held by him. No share shall be
entitled to vote if any installment payable thereon is overdue and unpaid. All
elections of directors shall be held and all questions, except as otherwise
provided by law or by the Articles of Incorporation or by these By-Laws shall be
decided by a majority of the votes cast by stockholders present or represented
and entitled to vote thereat in person or by proxy.

SECTION 6. Meetings of the stockholders shall be presided over by the
Chairman of the Board, if he is not present, by the President or a Vice
President or in their absence, by a Chairman to be chosen at the meeting. The
Secretary of the Corporation, or, if he is not present, an Assistant Secretary
of the Corporation or, if neither is present, a secretary to be chosen at the
meeting shall act as secretary of the meeting.

SECTION 7. The vote on the election of directors, and other questions
properly brought before any meeting, need not be by ballot except when so
demanded by a majority vote of the shares present in person or by proxy and
entitled to

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<PAGE>

vote thereon, or when so ordered by the Chairman of such meeting. The Chairman
of each meeting at which directors are to be elected by ballot or at which any
question is to be voted on shall, at the request of any stockholder present or
represented by proxy at the meeting and entitled to vote at such election or on
such question, appoint two inspectors of election. No director or candidate for
the office of director shall be appointed as such inspector. Inspectors shall
first take and subscribe an oath or affirmation faithfully to execute the duties
of inspector at such meeting with strict impartiality and according to the best
of their ability, and shall take charge of the polls and after the balloting
shall make a certificate of the result of the vote taken.

SECTION 8. The Board of Directors may close the stock transfer books
of the Corporation for a period not exceeding twenty days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend or the
date for the allotment of rights, or the date when any change or conversion or
exchange of stock shall go into effect; or in lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date, not exceeding ninety
days and not less than ten days preceding the date of any meeting of
stockholders, and not exceeding forty days preceding the date for the payment of
any dividend or the date for the allotment of rights, or the date when any
change or conversion or exchange of stock shall go into effect, or a date in
connection with the obtaining of any consent, as a record date, for the
determination of the stockholders entitled to notice of, and to vote at any such
meeting and at any adjournments thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion

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<PAGE>

or exchange of stock, or to give consent and in such case such stockholders, and
only such stockholders, as shall be stockholders of record on the date so fixed,
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. The Board of Directors of the Corporation shall consist of
not less than three nor more than fifteen persons. The number of directors
(within the above limits) shall be determined by the Board of Directors from
time to time as it sees fit, by vote of a majority of the whole Board. Each
director shall hold office until such time as less than a majority of the
directors then holding office have been elected by the stockholders or upon the
occurrence of any of the conditions described under Section 16 of the Investment
Company Act of 1940, as amended. At such time, a meeting of the stockholders
shall be called for the purpose of electing the Board of Directors and the terms
of office of the directors then in office shall terminate upon the election and
qualification of such Board of Directors. Directors need not be stockholders. A
majority of the whole Board, but in no event less than three, shall constitute a
quorum for the transaction of business, but if at any meeting of the Board there
shall be less than a quorum present, a majority of the directors present may
adjourn the meeting from time to time, until a quorum shall have been obtained

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<PAGE>

where any business may be transacted which might have been transacted at the
meeting as first convened had there been a quorum. No notice of an adjourned
meeting of the directors other than an announcement of the time and place
thereof at the preceding meeting shall be required. The acts of the majority of
the directors present at any meeting at which there is a quorum, shall, except
as otherwise provided by law, by the Articles of Incorporation or by the
By-Laws, be the acts of the Board.

SECTION 2. The Board of Directors, by a vote of a majority of the
whole Board, may elect directors to fill vacancies in the Board resulting from
an increase in the number of Directors or from any other cause. A director so
chosen shall hold office until the next meeting of stockholders or their
respective successors are elected and qualify, unless sooner displaced pursuant
to law or these By-Laws. The stockholders, at any meeting called for the
purpose, may, with or without cause, remove any director by the affirmative vote
of the holders of a majority of the votes entitled to be cast and at any meeting
called for that purpose, fill the vacancy in the Board thus caused.

SECTION 3. Meetings of the Board of Directors shall be held at such
place, within or without the State of Maryland, as may from time to time be
fixed by resolution of the Board as may be specified in the call of any meeting.
Regular meetings of the Board of Directors shall be held at such times as may
from time to time be fixed by resolution of the Board, and special meetings may
be held at any time upon the call of a majority of the persons constituting the
Board of Directors or by the President or the Secretary, by oral, telephonic,
telegraphic or written notice, duly served on or sent or mailed to each director
at least twenty-four hours

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<PAGE>

before the meeting. The notice of any special meeting shall specify the purposes
thereof. Notice need not be given of regular meetings of the Board held at times
fixed by resolution of the Board. Meetings may be held at any time without
notice if all of the directors are present or if notice is waived in writing,
either before or after the meeting of those not present.

SECTION 4. Meetings of the Board of Directors shall be presided over
by the Chairman of the Board or the President, or if neither of the above is
present, by a Chairman to be chosen at the meeting; and the Secretary or, if he
is not present, an Assistant Secretary, or if neither is present, a Secretary to
be chosen at the meeting shall act as Secretary of the Meeting.

SECTION 5. Except as otherwise provided by law or in the Articles of
Incorporation, a director of the Corporation shall, not in the absence of fraud,
be disqualified by his office from dealing or contracting with the Corporation
either as a vendor, purchaser or otherwise, nor in the absence of fraud shall
any transaction or contract of the Corporation be void or voidable or affected
by reason of the fact that any director, or any firm of which any director is a
member, or any corporation of which any director is an officer, director or
stockholder, is in any way interested in such transaction or contract; provided
that at the meeting of the Board of Directors, authorizing or confirming said
contract or transaction, the existence of an interest of such director, firm or
corporation is disclosed or made known and there shall be present a quorum of
the Board of Directors, and such contract or transaction shall be approved by a
majority of such quorum, which majority shall consist of directors not so
interested or connected. Nor shall any

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<PAGE>

director be liable to account to the Corporation for any profit realized by him
or through any such transaction or contract of the Corporation ratified or
approved as aforesaid, by reason of the fact that he or any firm of which he is
a member, or any corporation of which he is an officer, director or stockholder,
was interested in such transaction or contract. Directors so interested may be
counted when present at meetings of the Board of Directors for purposes of
determining the existence of a quorum. Any contract, transaction or act of the
Corporation or of the Board of Directors (whether or not approved or ratified as
hereinabove provided) which shall be ratified by a majority in interest of a
quorum of the stockholders having voting power at any annual meeting or any
special meeting called for such purpose or approved in writing by a majority in
interest of the stockholders having voting power without a meeting shall, except
as otherwise provided by law, be valid and as binding as though ratified by
every stockholder of the Corporation.

SECTION 6. The Board of Directors may, by resolution or resolutions,
passed by a majority of the whole Board, designate one or more of the directors
of the Corporation, which, to the extent permitted by law and provided in said
resolution or resolutions, shall have and may exercise the powers of the Board
over the business and affairs of the Corporation and may have power to authorize
the seal of the Corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. A majority of
the members of such committee may determine its action and fix the time and
place of its meetings unless the Board of Directors shall otherwise provide. The
Board of Directors shall have the power at any

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<PAGE>

time to change the membership of, or to fill vacancies in, or to dissolve any
such committees.

SECTION 7. The Board may, from time to time, elect one or more persons
to the position of Director Emeritus, which election need not be submitted for
stockholder approval. Such person(s) shall be non-voting honorary directors who
shall not be considered in determining whether a quorum exists, shall have no
right to vote and shall not be responsible for the actions of the Board.

ARTICLE IV
OFFICERS

SECTION 1. The Board of Directors shall appoint a President of the
Corporation and a Secretary and a Treasurer, and may appoint one or more Vice
Presidents, Assistant Secretaries and Assistant Treasurers and, from time to
time, any other officers and agents as it may deem proper. The President shall
be selected from among the Directors. Any two of the above-mentioned offices,
except those of President and a Vice President, may be held by the same person,
but no officer shall execute, acknowledge or verify any instrument in more than
one capacity if such instrument be required by law or by these By-Laws to be
executed, acknowledged or verified by any two or more officers.

SECTION 2. The term of office of all officers shall be one year until
their respective successors are chosen; but any officer or agent chosen or
appointed by the Board of Directors may be removed, with or without cause, at
any time, by the affirmative vote of a majority of the members of the Board then
in office.

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<PAGE>

SECTION 3. Subject to such limitations as the Board of Directors may
from time to time prescribe, the officers of the Corporation shall each have
such powers and duties as generally appertain to their respective offices, as
well as such powers and duties as from time to time may be conferred by the
Board of Directors. Any officer, agent, or employee of the Corporation may be
required by the Board of Directors to give bond for the faithful discharge of
his duties, in such sum and of such character as the Board may from time to time
prescribe.

ARTICLE V
CERTIFICATES OF STOCK

SECTION 1. The Board of Directors of the Corporation may authorize the
issuance of some or all of the shares of any or all of its classes or series
without certificates. In the event a certificate shall be issued, such
certificate shall present the number of shares of stock of such class or series
of the Corporation owned by the stockholder, which certificate or certificates
shall be in such form as the Board of Directors may from time to time prescribe
by a recording of each stockholder's interest on the records of the
Corporation's Transfer Agent. The certificates for shares of stock of the
Corporation shall bear the signature, either manual or facsimile, of the
President or a Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, and shall be sealed with the seal of the
Corporation or bear a facsimile of such seal. The validity of any stock
certificate shall not be affected if any officer whose signature appears thereon
ceases to be an officer of the Corporation before such certificate is issued.

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<PAGE>

SECTION 2. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by a duly authorized attorney, upon surrender for cancellation of a certificate
or certificates for a like number of shares, with a duly executed assignment and
power of transfer endorsed thereon or attached thereto, and with such proof of
the authenticity of the signatures as the Corporation or its agent may
reasonably require.

SECTION 3. No certificate for shares of stock of the Corporation shall
be issued in place of any certificate alleged to have been lost, stolen,
mutilated or destroyed, except upon production of such evidence of the loss,
theft, mutilation or destruction, and upon indemnification of the Corporation
and its agents to such extent and in such manner as the Board of Directors may
from time to time prescribe.

ARTICLE VI
CORPORATE BOOKS

SECTION 1. The books of the Corporation, except the original or a
duplicate stock ledger, may be kept outside the State of Maryland at such place
or places as the Board of Directors may from time to time determine.

ARTICLE VII
SIGNATURES

SECTION 1. Except as otherwise provided in these By-Laws or as the
Board of Directors may generally or in particular cases authorize the execution
thereof in some other manner, all deeds, leases, transfers, contracts, bonds,
notes, checks, drafts and other obligations made, accepted or endorsed by the
Corporation and all endorsements,

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<PAGE>

assignments, transfers, stock powers or other instruments of transfer of
securities owned by or standing in the name of the Corporation shall be signed
or executed by two officers of the Corporation who shall be the President or a
Vice President and a Vice President, the Secretary or the Treasurer.

SECTION 2. The President of the Corporation or, in his absence or
disability or at his request, a Vice President of the Corporation may authorize
from time to time the signature and issuance of proxies to vote upon shares of
stock of other corporations owned by the Corporation unless otherwise provided
by the Board of Directors. All proxies for shares held in the name of the
Corporation shall be signed in the name of the Corporation by two officers of
the Corporation, who shall be the President or a Vice President and a Vice
President, the Secretary or the Treasurer.

ARTICLE VIII
FISCAL YEAR

SECTION 1. The fiscal year of the Corporation shall be the calendar
year or such other period as may be prescribed by the Board of Directors.

ARTICLE IX
CORPORATE SEAL

SECTION 1. The corporate seal of the Corporation shall consist of a
flat faced circular die with the word "Maryland" together with the name of the
Corporation, the year of its organization and such other appropriate legend as
the Board of Directors may from time to time determine, cut or engraved thereon.
In lieu of the corporate seal when so authorized by the Board of Directors or a
duly empowered

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<PAGE>

committee thereof, a facsimile thereof may be impressed or affixed or
reproduced.

ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS

SECTION 1. Every person who is or was a director or officer of this
Corporation (and his heirs, executors and administrators) shall be indemnified
by the Corporation against reasonable costs and expenses incurred by him in
connection with any action, suit or proceeding to which he may be made a party
to by reason of his being or having been a director or officer of the
Corporation, except in relation to any action, suit or proceeding in which he
has been adjudged liable because of negligence or misconduct, which shall be
deemed to include willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. In the absence of
any adjudication which expressly absolves the director or officer of liability
to the Corporation or its stockholders for negligence or misconduct, within the
meaning thereof as used herein, or in the event of a settlement, each director
and officer (his heirs, executors and administrators) shall be indemnified by
the Corporation against payments made, including reasonable costs and expenses,
provided that such indemnity shall be conditioned upon the prior determination
by a resolution of two-thirds of those members of the Board of Directors of the
Corporation who are not involved in the action, suit or proceeding that the
director or officer has no liability by reason of negligence or misconduct,
within the meaning thereof as used herein, and provided further that if a
majority of the members of the Board of Directors of the Corporation are
involved in the action, suit or proceeding, such determination shall have been
made by a written opinion

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<PAGE>

of independent counsel. Amounts paid in settlement shall not exceed the costs,
fees and expenses which would have been incurred had such action, suit or
proceeding been litigated to a conclusion. Such a determination by the Board of
Directors or by independent counsel, and the payments of amounts by the
Corporation on the basis thereof shall not prevent a stockholder from
challenging such indemnification by appropriate legal proceedings on the grounds
that the person indemnified was liable to the Corporation or its security
holders by reason of negligence or misconduct, within the meaning thereof as
used herein. The foregoing right and indemnification shall not be exclusive of
any other rights to which any officer or director (or his heirs, executors and
administrators) may be entitled according to law.

ARTICLE XI
INVESTMENT RESTRICTIONS

SECTION 1. Notwithstanding any of the foregoing provisions, the power
of the Corporation to invest and reinvest its assets and to hold, sell,
exchange, pledge, mortgage, hypothecate or otherwise dispose of or turn on
account or realize upon and generally deal in securities and investments of
every kind or description or in and with its own credit, shall be expressly
limited as follows.

(a) The Corporation will not borrow money except from banks and only for
temporary or emergency purposes and then in amounts not in excess of
5% of its total assets taken at cost or value, whichever is the
lesser.

(b) The Corporation shall not make loans to other persons, except by the
purchase of bonds, debentures, or similar obligations which are
publicly distributed or customarily purchased by institutional
investors. In addition, the Corporation's Board of Directors may on
the request of broker-dealers or other

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<PAGE>

institutional investors, which it may deem qualified, authorize the
Corporation to lend securities for the purpose of covering short
positions of the borrower, but only when the borrower pledges cash
collateral to the Corporation and agrees to maintain such collateral
so that it amounts at all times to at least 100% of the value of the
securities. Such security loans will not be made if as a result the
aggregate of such loans will exceed 10% of the value of the
Corporation's total assets.

(d) The Corporation shall not purchase or sell real estate or commodities
or commodity contracts. However, the Corporation may purchase
interests in real estate investment trusts whose securities are
registered under the Securities Act of 1933 and are readily
marketable, and may purchase or sell options on securities, securities
indices, and foreign currencies, stock index futures, interest rate
futures and foreign currency futures, as well as options on such
futures contracts.

(e) The Corporation shall not purchase any securities on margin or sell
any securities short, except to make margin deposits in connection
with the use of options, futures contracts and options on futures
contracts.

(f) With respect to 75% of the Corporation's total assets, the Corporation
shall not purchase the securities of any issuer (other than
obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities) if, as a result, (1) more than 5% of the
Corporation's total assets would be invested in the securities of that
issuer, or (2) the Corporation would hold more than 10% of the
outstanding voting securities of that issuer.

(g) The Corporation shall not invest in companies for the purpose of
exercising control or management.

(h) The Corporation shall not purchase or retain in its portfolio the
securities of any issuer if, to the knowledge of the Corporation, any
officer or director of the Corporation, any person or organization
which is an investment adviser of the Corporation (as defined in the
Investment Company Act of 1940), or any officer, director, partner or
trustee of, or

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<PAGE>

person owning of record more than 10% of the stock of, any such
investment adviser, owns beneficially more than 1/2 of 1% of the
outstanding securities of any class of such issuer and the persons or
organization so owning more than 1/2 of 1% of such securities together
own beneficially more than 5% of such securities.

(i) The Corporation shall not invest in the securities of issuers which
have been in operation for less than three years (including the
operations of predecessors) if such investment at the time thereof
would cause more than 5% of the total assets of the Corporation, taken
at market, to be invested in securities of all such issuers.

(j) The Corporation shall not purchase the securities of other investment
companies except in connection with a merger of another investment
company.

(k) The Corporation shall not invest more than 25% of the value of its
assets in a particular industry at any one time.

(l) The Corporation shall not invest more than 25% of the value of its
total assets in securities of foreign issuers that are not listed on a
recognized United States or foreign securities exchange, including no
more than 10% of the value of its assets in securities with a limited
trading market.

(m) The Corporation shall not invest more than 15% of the value of its
total assets in warrants, except that no more than 2% of the value of
its total assets may be invested in warrants that are not listed on a
recognized United States or foreign exchange.

(n) The securities and all other investments of the Corporation shall be
held by an independent custodian which shall be a bank or trust
company having not less than $2,000,000 aggregate capital and surplus.

(o) The Corporation shall not pledge, mortgage or hypothecate any of its
assets.

SECTION 2. The Corporation shall not purchase or sell any securities
(other then the capital stock of the Corporation) from or to any of the
following acting as

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<PAGE>

principals, and shall not make any loan to (i) officers or directors of the
Corporation, (ii) any partnership of which any officer or director of the
Corporation is a member, (iii) any corporation or association of which any
officer or director of the Corporation is an officer, director or trustee,
except as permitted by applicable law or regulation; (iv) any person or
organization furnishing advisory or supervisory services to the Corporation, (v)
any officer, director, partner or trustee of, or person owning of record 10% or
more of the stock of, any person or organization furnishing such advisory or
supervisory services, (vi) any partnership of which any officer, director,
partner or trustee of, or person owning of record 10% or more of the stock of,
any person or organization furnishing such advisory or supervisory services, is
a member, or (vii) any corporation or association of which any officer,
director, partner or trustee of or person owning of record 10% or more of the
stock of, any person or organization furnishing such advisory or supervisory
services, is an officer or director or trustee; provided, however, that nothing
contained in (iii) or (vii) shall prevent the purchase of additional securities
from any corporation or association referred to in such clauses upon the
exercise of rights issued to the Corporation as a part of a general offering to
the holders of securities of such corporation or association.

SECTION 3. The Corporation may enter into advisory or supervisory
contracts and other contracts with, and may otherwise do business with, First
Investors Management Company, Inc. and First Investors Corporation,
notwithstanding that the Board of Directors of the Corporation may be composed
in part of directors, officers or employees of said corporations and officers of
the Corporation may have been or may be or become directors,

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<PAGE>

officers or employees of said corporations, and notwithstanding that First
Investors Management Company, Inc. may act as investment advisor to other
investment companies investing in securities similar or identical with those
owned by the Corporation and may at or about the same time recommend, purchase
or sell the same securities to the Corporation and such other investment
companies, and in the absence of fraud the Corporation and said corporations may
deal freely with each other, and neither such advisory or supervisory contract
nor any other contract or transaction between the Corporation and said
corporations shall be invalidated or in any manner affected thereby, nor shall
any director or officer of the Corporation be liable to the Corporation or any
stockholder or creditor thereof or to any other person for any loss incurred by
it or him by reason of any such contract or transaction; provided that nothing
herein shall protect any director or officer of the Corporation against any
liability he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office; and provided always that such contracts or transactions
shall have been on terms that were not unfair at the time at which it was
entered into.

ARTICLE XII
ADDITIONAL PROVISIONS

SECTION 1. The books of account of the Corporation shall be examined
by an independent firm of public accountants, selected as required by law, at
the close of each fiscal year of the Corporation and at such other times, if
any, as may be directed by the Board of Directors of the Corporation. A report
to the shareholders based upon each

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<PAGE>

such examination shall be mailed to each shareholder of the Corporation, of
record on such date with respect to each report as may be determined by the
Board of Directors, at his address as the same appears on the books of the
Corporation. Each such report shall show the assets and liabilities of the
Corporation as of the close of the period covered by the report, its income and
expenses, the net asset value of its outstanding shares, the securities in which
the funds of the Corporation were invested and such other matters as the Board
of Directors shall determine.

ARTICLE XIII
AMENDMENTS

SECTION 1. The By-Laws of the Corporation may be amended, added to,
rescinded or repealed at any meeting of the shareholders, or by a majority vote
of the directors then in office at any meeting of the Board of Directors,
provided notice of the substance of the proposed change is contained in the
notice of the meeting or any waiver thereof; except that after the initial issue
of any shares of capital stock of the Corporation, the provisions of Section 1
of Article XI hereof and this Article XIII, may be altered, amended or repealed
only upon the affirmative vote of the lesser of (i) more than fifty percent
(50%) of the outstanding shares of the capital stock of the Corporation, or (ii)
sixty-seven

- 19 -
<PAGE>

percent (67%) or more of the shares of capital stock present at a meeting if
more than fifty percent (50%) of the outstanding shares of capital stock of the
Corporation are represented at the meeting in person or by proxy.

- 20 -

<PAGE>

EXHIBIT 99.B5.1

FIRST INVESTORS GLOBAL FUND, INC.
INVESTMENT ADVISORY AGREEMENT

This Agreement is made as of June 13, 1994, by and between FIRST INVESTORS
GLOBAL FUND, INC., a Maryland corporation ("Company"), and FIRST INVESTORS
MANAGEMENT COMPANY INC., a New York corporation ("Manager").

WHEREAS, the Company is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end, diversified management investment
company consisting of one or more separate series of shares ("Series"), each
having its own assets and investment policies; and

WHEREAS, the Manager is an investment adviser under the Investment
Advisers Act of 1940, as amended; and

WHEREAS, the Company desires to retain the Manager as investment adviser to
furnish investment advisory and portfolio management services to each Series of
the Company as now exists and to each such other Series of the Company
hereinafter established as agreed to from time to time by the parties hereto
(hereinafter, "Series" shall refer to each Series of the Company which is
subject to this Agreement), and the Manager is willing to furnish such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:

1. Appointment. The Company hereby appoints the Manager as investment
adviser of the Company and each Series listed on Schedule A of this Agreement
(as such Schedule may be amended from time to time) for the period and on the
terms set forth in this Agreement. The Manager accepts such appointment and
agrees to render the services herein set forth for compensation as set forth on
Schedule A. In the performance of its duties, the Manager will act in the best
interests of the Company and the Series and will comply with (a) applicable laws
and regulations, including, but not limited to, the 1940 Act, (b) the terms of
this Agreement, (c) the Company's Articles of Incorporation, By-Laws and
currently effective registration statement under the Securities Act of 1933, as
amended, and the 1940 Act, and any amendments thereto, (d) relevant undertakings
to state securities regulators which also have been provided to the Manager, (e)
the stated investment objective(s), policies and restrictions of each applicable
Series, and (f) such other guidelines as the Company's Board of Directors
("Board") reasonably may establish.

2. Duties of the Manager.

(a) Investment Program Subject to supervision by the Board, the Manager
will provide a continuous investment program for each Series and shall determine
what securities and other investments will be purchased, retained or sold by
each Series.

1
<PAGE>

The Manager will exercise full discretion and act for each Series in the same
manner and with the same force and effect as such Series itself might or could
do with respect to purchases, sales, or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

(b) Other Management Services. The Manager agrees to conduct the
business and details of the operation of the Series as shall be agreed to from
time to time by the parties hereto; provided, however, that the Manager shall
not act as custodian for Series assets. The Manager also agrees, at its own
cost, to provide the Series with certain executive, administrative and clerical
personnel and to provide the Series with office facilities and supplies.

(c) Execution of Transactions. The Manager will place orders pursuant to
its investment determinations for each Series either directly with the issuer or
through any brokers or dealers. In the selection of brokers or dealers and the
placement of orders for the purchase and sale of portfolio investments for each
Series, the Manager shall use its best efforts to obtain for each Series the
most favorable price and execution available, except to the extent that it may
be permitted to pay higher brokerage commissions for brokerage or research
services as described below. In using its best efforts to obtain the most
favorable price and execution available, the Manager, bearing in mind each
Series' best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, the
timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer involved
and the quality of service rendered by the broker or dealer in other
transactions. Subject to such policies as the Board may determine, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having caused a
Series to pay a broker that provides brokerage or research services to the
Manager an amount of commission for effecting a portfolio investment transaction
in excess of the amount of commission another broker would have charged for
effecting that transaction if the Manager determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage or
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Manager's overall responsibilities with
respect to such Series and to other clients of the Manager as to which the
Manager exercises investment discretion.

(d) Reports to the Board. Upon request, the Manager will provide the
Board with economic and investment analyses and reports and make available to
the Board any economic, statistical and investment services normally available
to institutional or other customers of the Manager.

2
<PAGE>

(e) Delegation of Authority. Any of the foregoing duties specified in
this paragraph 2 with respect to one or more Series may be delegated by the
Manager, at the Manager's expense, to an appropriate party, subject to such
approval by the Board and shareholders of the applicable Series as may be
required by the 1940 Act. The Manager shall oversee the performance of delegated
duties by any such other party and shall furnish the Board with periodic reports
concerning the performance of delegated responsibilities by such party.

3. Services Not Exclusive. The services furnished by the Manager hereunder
are not to be deemed exclusive and the Manager shall be free to furnish similar
services to others so long as its services under this Agreement are not impaired
thereby. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager, who may also be a Director,
officer or employee of the Company, to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.

4. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Manager hereby agrees that all records which it
maintains for the Company are the property of the Company and further agrees to
surrender promptly to the Company any of such records upon the Company's
request. The Manager further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.

5. Expenses.

(a) Expenses of the Company. During the term of this Agreement, each
Series will bear all expenses not specifically assumed by the Manager incurred
in its operations and the offering of its shares. Expenses borne by each Series
will include, but not be limited to, the following (or each Series'
proportionate share of the following): brokerage commissions relating to
securities purchased or sold by the Series or any losses incurred in connection
therewith; fees payable to and expenses incurred on behalf of the Series by the
Manager; expenses of organizing the Series; filing fees and expenses relating to
the registration and qualification of the Series' shares under federal or state
securities laws and maintaining such registrations and qualifications;
distribution fees; fees and salaries payable to the members of the Board and
officers who are not officers or employees of the Manager; taxes (including any
income or franchise taxes) and governmental fees; costs of any liability,
uncollectible items of deposit and other insurance or fidelity bonds; any costs,
expenses or losses arising out of any liability of or claim for damage or other
relief asserted against the Company or Series for violation of any law; legal,
accounting and auditing expenses, including legal fees of special counsel for
the independent directors; charges of custodians, transfer agents and other
agents; costs of

3
<PAGE>

preparing share certificates; expenses of setting in type and printing
prospectuses and supplements thereto for existing shareholders, reports and
statements to shareholders and proxy materials; any extraordinary expenses
(including fees and disbursements of counsel) incurred by the Company or Series;
and fees and other expenses incurred in connection with membership in investment
company organizations.

(b) Fee Waivers and Reimbursements. If the expenses borne by a Series in
any fiscal year exceed the applicable expense limitations imposed by the
securities regulations of any state in which shares are registered or qualified
for sale to the public, the Manager will waive its fee or reimburse such Series
for any excess up to the amount of the fee payable to it during that fiscal year
pursuant to paragraph 6 hereof.

6. Compensation. For the services provided and the expenses assumed pursuant
to this Agreement with respect to each Series, the Company will pay the Manager,
effective from the date of this Agreement, a fee which is computed daily and
paid monthly from each Series' assets at the annual rates as percentages of that
Series' average daily net assets as set forth in the attached Schedule A, which
Schedule can be modified from time to time to reflect changes in annual rates or
the addition or deletion of a Series from the terms of this Agreement, subject
to appropriate approvals required by the 1940 Act. If this Agreement becomes
effective or terminates with respect to any Series before the end of any month,
the fee for the period from the effective date to the end of the month or from
the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion that such period bears to the full
month in which such effectiveness or termination occurs.

7. Limitation of Liability of the Manager. The Manager shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Company or any Series in connection with the matters to which this Agreement
relate except a loss resulting from the willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, partner, employee, or agent of the Manager, who may
be or become an officer, Board member, employee or agent of the Company shall be
deemed, when rendering services to the Company or acting in any business of the
Company, to be rendering such services to or acting solely for the Company and
not as an officer, partner, employee, or agent or one under the control or
direction of the Manager even though paid by it.

8. Duration and Termination.

(a) Effectiveness. This Agreement shall become effective upon the date
hereinabove written, provided that, with respect to a Series, this Agreement
shall not take effect unless it has first been approved (i) by a vote of a
majority of those members of the

4
<PAGE>

Board who are not parties to this Agreement or interested persons of any such
party ("Independent Board Members") cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by an affirmative vote of a
majority of the outstanding voting securities of such Series.

(b) Renewal. Unless sooner terminated as provided herein, this Agreement
shall continue in effect for two years from the above written date. Thereafter,
if not terminated, this Agreement shall continue automatically for successive
periods of twelve months each, provided that such continuance is specifically
approved at least annually (i) by a vote of a majority of the Independent Board
Members cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Board or, with respect to any given Series, by an
affirmative vote of a majority of the outstanding voting securities of such
Series.

(c) Termination. Notwithstanding the foregoing, with respect to any
Series, this Agreement may be terminated at any time by vote of the Board or by
vote of a majority of the outstanding voting securities of such Series on 60
days' written notice delivered or mailed by registered mail, postage prepaid, to
the Manager. The Manager may at any time terminate this Agreement on 60 days'
written notice delivered or mailed by registered mail, postage prepaid, to the
Company. This Agreement automatically and immediately will terminate in the
event of its assignment. Termination of this Agreement pursuant to this
paragraph 8 shall be without the payment of any penalty. Termination of this
Agreement with respect to a given Series shall not affect the continued validity
of this Agreement or the performance thereunder with respect to any other
Series.

9. Amendment of This Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment of this Agreement
as to a given Series shall be effective until approved by vote of the holders of
a majority of the outstanding voting securities of such Series.

10. Name of Company. The Company or any Series may use the name "First
Investors" only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to the business of the Manager. At such
time as such an agreement shall no longer be in effect, the Company and each
Series will (to the extent that it lawfully can) cease to use any name derived
from First Investors Management Company, Inc. or any successor organization.

11. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of laws
principles thereof, and in accordance with the 1940 Act. To the extent that the
applicable

5
<PAGE>

laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.

12. Definitions. As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested person," and "assignment" shall have
the same meanings as such terms have in the 1940 Act.

13. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors.

14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

FIRST INVESTORS GLOBAL FUND, INC.
Attest:

By: /s/C. Durso By: /s/Glenn O. Head
---------------------- ----------------------------
C. Durso, Secretary Glenn O. Head, President

FIRST INVESTORS MANAGEMENT
Attest: COMPANY, INC.

By: /s/Carol R. Lerner By: /s/Kathryn S. Head
---------------------- ----------------------------
Carol R. Lerner, Kathryn S. Head, President
Secretary

6
<PAGE>

FIRST INVESTORS GLOBAL FUND, INC.
INVESTMENT ADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 6 of this First Investors Global Fund,
Inc. Investment Advisory Agreement shall be calculated in accordance with the
following schedule:

Advisory Fee as %
Average Daily of Average Daily
Net Assets Net Assets
------------------ --------------
Up to $250 million 1.00%
In excess of $250 million to $500 million 0.97%
In excess of $500 million to $750 million 0.94%
Over $750 million 0.91%

Dated:June 13, 1994

<PAGE>

EXHIBIT 99.B5.2

FIRST INVESTORS GLOBAL FUND, INC.

SUBADVISORY AGREEMENT

Agreement made as of this 13th day of June, 1994, by and among FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the "Adviser"),
WELLINGTON MANAGEMENT COMPANY, a Massachusetts general partnership (the
"Subadviser"), and FIRST INVESTORS GLOBAL FUND, INC. (the "Fund"), a Maryland
corporation and a diversified open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act").

W I T N E S S E T H:

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated
June 13, 1994 (the "Advisory Agreement") with the Fund, pursuant to which the
Adviser acts as investment adviser of each Series of the Fund (the "Series");
and

WHEREAS, the Adviser and the Fund each desire to retain the Subadviser to
provide investment advisory services to certain Series of the Fund in connection
with the management of that Series and the Subadviser is willing to render such
investment advisory services (hereinafter, "Series" shall refer to each Series
of the Fund which is subject to this Agreement).

NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

1. Subadviser's Duties.

(a)Portfolio Management. Subject to supervision by the Adviser and the
Fund's Board of Directors, the Subadviser shall manage the investment operations
and the composition of that portion of assets of a particular Series as the
Adviser and the Fund shall agree upon from time to time, as set forth in
Schedule A hereto (as such Schedule may be amended from time to time), which is
allocated to it from time to time by the Adviser (which portion can include any
or all of that Series' assets), including the purchase, retention and
disposition thereof, in accordance with that Series' investment objectives,
policies and restrictions, and subject to the following understandings:

(i) Investment Decisions. The Subadviser shall determine from time to
time what investments and securities will be purchased, retained, sold or loaned
by each Series, and what portion of such assets will be invested or held
uninvested as cash.

1
<PAGE>

(ii) Investment Limits. In the performance of its duties and
obligations under this Agreement, the Subadviser shall act in conformity with
applicable limits and requirements, as amended from time to time, as set forth
in the (A) Fund's Articles of Incorporation, as amended and restated from time
to time, By-Laws, Prospectus and Statement of Additional Information applicable
to a Series, (B) instructions and directions of the Adviser and of the
Board of Directors of the Fund, and (C) requirements of the 1940 Act, the
Internal Revenue Code of 1986, as amended, as applicable to the Series, and all
other applicable federal and state laws and regulations.

(iii) Portfolio Transactions. With respect to the securities and
other investments to be purchased or sold for each Series, the Subadviser shall
place orders with or through such persons, brokers, dealers or futures
commission merchants (including, but not limited to, broker-dealers which are
affiliated with the Adviser) selected by the Subadviser, provided, however, that
such orders shall (A) be consistent with the brokerage policy set forth in the
Prospectus and Statement of Additional Information applicable to that Series, or
approved by the Fund's Board of Directors, (B) conform with federal securities
laws, and (C) be consistent with securing the most favorable price and efficient
execution. Within the framework of this policy, the Subadviser may consider the
research, investment information and other services provided by, and the
financial responsibility of, brokers, dealers or futures commission merchants
who may effect, or be a party to, any such transaction or other transactions to
which the Subadviser's other clients may be a party.

On occasions when the Subadviser deems the purchase or sale of a security or
futures contract to be in the best interest of a Series as well as other clients
of the Subadviser, the Subadviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities or futures contracts to be sold or purchased in order to obtain the
most favorable price or lower brokerage commissions and efficient execution. In
such event, allocation of the securities or futures contracts so purchased or
sold, as well as the expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other clients.

(iv) Records and Reports. The Subadviser shall maintain such books
and records required by Rule 31a-1 under the 1940 Act as shall be agreed upon
from time to time by the parties hereto, and shall render to the Fund's Board of
Directors such periodic and

2
<PAGE>

special reports as the Board of Directors of the Fund may reasonably request.

(v) Transaction Reports. The Subadviser shall provide the custodian
of each Series on each business day with information relating to all
transactions concerning that Series' assets and shall provide the Adviser with
such information upon the Adviser's request.

(b) Subadviser's Partners, Officers and Employees. The Subadviser shall
authorize and permit any of its partners, officers and employees who may be
elected as Directors or officers of the Fund to serve in the capacities in which
they are elected. Services to be furnished by the Subadviser under this
Agreement may be furnished through any such partners, officers or employees. In
addition, the Subadviser shall notify the other parties to this Agreement of any
change in the Subadviser's partnership membership within a reasonable time after
such change.

(c) Maintenance of Records. The Subadviser shall timely furnish to the
Adviser all information relating to the Subadviser's services hereunder which
are needed by the Adviser to maintain the books and records of the Series
required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all
records which it maintains for the Series are the property of the Fund and the
Subadviser will surrender promptly to the Fund any of such records upon the
Fund's request; provided, however, that the Subadviser may retain a copy of such
records. The Subadviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be maintained
by it pursuant to paragraph 1(a) hereof.

(d) Fidelity Bond and Code of Ethics. The Subadviser will provide the
Fund with reasonable evidence that, with respect to its activities on behalf of
the Fund and/or each Series, the Subadviser is maintaining (i) adequate fidelity
bond insurance, and (ii) an appropriate Code of Ethics and related reporting
procedures.

2. Adviser's Duties. The Adviser shall continue to have responsibility for
all other services to be provided to the Fund and each Series pursuant to the
Advisory Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement. The Adviser shall also retain direct portfolio
management responsibility with respect to any assets of the Series which are not
allocated by it to the portfolio management of the Subadviser as provided in
paragraph 1(a) hereof.

3
<PAGE>

3. Documents Provided to the Subadviser. The Adviser has or will deliver
to the Subadviser current copies and supplements thereto of each of the
following documents, and will deliver to it all future amendments and
supplements, if any:

(a) the Certificate of Incorporation of the Fund, as filed with the
Maryland Department of Assessment and Taxation;

(b) the By-Laws of the Fund;

(c) certified resolutions of the Board of Directors of the Fund
authorizing the appointment of the Adviser and the Subadviser and approving the
form of this Agreement;

(d) the Fund's Registration Statement on Form N-1A under the 1940 Act
and the Securities Act of 1933, as amended ("1933 Act"), pertaining to a Series,
as filed with the Securities and Exchange Commission; and

(e) the Prospectus and Statement of Additional Information pertaining to
that Series.

4. Compensation of the Subadviser. For the services provided and the
expenses assumed pursuant to this Agreement, the Adviser will pay to the
Subadviser, effective from the date of this Agreement, a fee which is computed
daily and paid monthly from each Series' assets at the annual rates as a
percentage of that Series' average daily net assets as set forth in the attached
Schedule A, which Schedule can be modified from time to time to reflect changes
in annual rates or the addition or deletion of a Series from the terms of this
Agreement, subject to appropriate approvals required by the 1940 Act. If this
Agreement becomes effective or terminates with respect to any Series before the
end of any month, the fee for the period from the effective date to the end of
the month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion that such month bears
to the full month in which such effectiveness or termination occurs.

5. Liability of the Subadviser. The Subadviser agrees to perform faithfully
the services required to be rendered to the Fund and each Series under this
Agreement, but nothing herein contained shall make the Subadviser or any of its
officers, partners or employees liable for any loss sustained by the Fund or its
officers, Directors or shareholders or any other person on account of the
services which the Subadviser may render or fail to render under this Agreement;
provided, however, that nothing herein shall protect the Subadviser against
liability to the Fund, or to any of

4
<PAGE>

the Series' shareholders, to which the Subadviser would otherwise be subject, by
reason of its willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement. Nothing in this Agreement shall
protect the Subadviser from any liabilities which it may have under the 1933 Act
or the 1940 Act.

6. Duration and Termination. Unless sooner terminated as provided herein,
this Agreement shall continue in effect for a period of more than two years from
the date written above only so long as such continuance is specifically approved
at least annually in conformity with the requirements of the 1940 Act; provided,
however, that this Agreement may be terminated at any time with respect to any
Series, without the payment of any penalty, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of such Series, or by the Subadviser at any time, without the
payment of any penalty, on not more than 60 days' nor less than 30 days' written
notice to the other parties. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act) or upon the termination of
the Advisory Agreement. Termination of this Agreement with respect to a given
Series shall not affect the continued validity of this Agreement or the
performance thereunder with respect to any other Series.

7. Subadviser's Services are Not Exclusive. Nothing in this Agreement
shall limit or restrict the right of any of the Subadviser's partners, officers
or employees who may also be a Director, officer or employee of the Fund to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any business, whether of a similar or a
dissimilar nature, or limit or restrict the Subadviser's right to engage in any
other business or to render services of any kind to any other corporation, firm,
individual or association.

8. References to the Subadviser. During the term of this Agreement, the
Adviser agrees to furnish to the Subadviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales literature or
other material prepared for distribution to sales personnel, shareholders of the
Series or the public, which refer to the Subadviser or its clients in any way,
prior to use thereof and not to use such material if the Subadviser reasonably
objects in writing five business days (or such other time as may be mutually
agreed upon) after receipt thereof. Sales literature may be furnished to the
Subadviser hereunder by first-class or overnight mail, facsimile transmission
equipment or hand delivery.

5
<PAGE>

9. Amendments. This Agreement may be amended with respect to a given Series
by mutual consent, subject to approval by the Fund's Board of Directors and such
Series' shareholders to the extent required by the 1940 Act.

10. Governing Law. This Agreement shall be governed by the laws of the
State of New York.

11. Entire Agreement. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.

12. Severability. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.

13. The 1940 Act. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is altered by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.

14. Headings. The headings in this Agreement are intended solely as a
convenience, and are not intended to modify any other provision herein.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

FIRST INVESTORS MANAGEMENT

Attest: COMPANY, INC.

/s/ Carol R. Lerner By: /s/ Kathryn S. Head
- ------------------------------ ---------------------------------
Carol R. Lerner, Secretary Kathryn S. Head, President

WELLINGTON MANAGEMENT

Attest: COMPANY

/s/ Dana Watkins By: /s/Duncan M. McFarland
- ------------------------------ ---------------------------------
Dana Watkins Duncan M. McFarland, President

6
<PAGE>

FIRST INVESTORS GLOBAL FUND, INC.

Attest:

/s/ C. Durso By: /s/Glenn O. Head
- ------------------------------ ---------------------------------
C. Durso, Secretary Glenn O. Head, President

7
<PAGE>

FIRST INVESTORS GLOBAL FUND, INC
SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of the First Investors Global Fund,
Inc. Subadvisory Agreement shall be calculated in accordance with the following
schedule:

<TABLE>
<CAPTION>
Advisory Fee as %
Average Daily of Average Daily
Net Assets* Net Assets
----------- ----------
<S> <C>
Up to $50 million 0.400%
In excess of $50 million to $150 million 0.275%
In excess of $150 million to $500 million 0.225%
Over $500 million 0.200%
</TABLE>

Dated: June 13, 1994

* Applies to average daily net assets that are subject to the Subadvisor's
investment discretion.

<PAGE>

EXHIBIT 99.B6

UNDERWRITING AGREEMENT

BETWEEN

FIRST INVESTORS GLOBAL FUND, INC.

AND

FIRST INVESTORS CORPORATION

This AGREEMENT entered into the 17th day of March, 1994, by and between
FIRST INVESTORS GLOBAL FUND, INC., a Maryland corporation, with an office
located at 95 Wall Street, New York, New York 10005 (the "Fund"), and FIRST
INVESTORS CORPORATION, a New York corporation with its principal office located
at 95 Wall Street, New York, New York 10005 (the "Underwriter").

In consideration of the mutual covenants and agreements of the parties
hereto, the parties mutually covenant and agree with each other as follows:

1. Appointment. The Fund hereby appoints the Underwriter as agent of
the Fund to effect the sale and public distribution of shares of each series and
each class of common stock of the Fund as now exists or is hereafter established
("Shares"). This appointment is made by the Fund and accepted by the Underwriter
upon the understanding that (a) upon the request of the Underwriter, the Fund
will prepare, execute and file such applications for registration and
qualification of the Shares as are required by federal and state law in such
amounts as the Underwriter reasonably may determine, (b) the distribution of the
Shares to the public be effected by the Underwriter or through various
securities dealers, and (c) the distribution of the Shares shall be done in such
manner that the Fund shall be under no responsibility or liability to any person
whatsoever on account of the acts and statements of any such person or their
agents or employees. The Underwriter shall have the sole right to select the
security dealers to whom the Shares will be offered by it and, subject to
express provisions of this Agreement, the Articles of Incorporation, By-Laws and
the Fund's then current Registration Statement, to determine the terms and
prices in any contract for the sale of Shares to any dealer made by it as such
agent for the Fund.

2. Underwriter as Exclusive Agent. The Underwriter shall be the
exclusive agent for the Fund for the sale of the Shares and the Fund agrees that
it will not sell any Shares to any person except to fill orders for the Shares
received through the Underwriter, provided, however, that the foregoing
exclusive right shall not apply to: (a) Shares issued or sold in connection with
the merger or consolidation of any other investment company with the Fund or the
acquisition by purchase or otherwise of all or substantially all the outstanding
shares of any such company by the Fund, (b) Shares which may be offered by the
Fund to its shareholders for reinvestment of cash distributed from capital gains
or net
<PAGE>

investment income of the Fund, or such gains or income paid in the form of
Shares, or (c) Shares which may be issued to shareholders of other investment
companies who exercise the exchange and/or cross-investment privileges set forth
in the Fund's then current Registration Statement.

3. Sales to Dealers. The Underwriter shall have the right to sell the
Shares to dealers, as needed (making reasonable allowance for clerical errors
and errors of transmission), but not more than the Shares needed to fill
unconditional orders for Shares placed with the Underwriter by dealers. In every
case the Fund shall receive the net asset value for the Shares sold, determined
as provided in Paragraph 4 hereof. The Underwriter shall notify the Fund at the
close of each business day of the number of Shares sold during each day.

4. Determination of Net Asset Value. The net asset value of each series
or class of Shares shall be determined by the Fund or the Fund's custodian, or
such officer or officers or other persons as the Board of Directors of the Fund
may designate. The determinations shall be made once a day on each day that the
New York Stock Exchange is open for a full business day and in accordance with
the method set forth in the Fund's then current Registration Statement.

5. Public Offering Price. The public offering price of each series or
class of Shares shall be the net asset value per Share (as determined by the
Fund) of the outstanding Shares of such series or class, plus any applicable
sales charge as described in the Fund's then current Registration Statement. The
Fund shall furnish (or arrange for another person to furnish) the Underwriter
with quotations of public offering prices on each business day.

6. Repurchase and Redemption of Shares.

(a) The Fund appoints and designates the Underwriter as agent of the
Fund, and the Underwriter accepts such appointment as such agent, to redeem or
repurchase for retirement the Shares in accordance with the provisions of the
Articles of Incorporation and By-Laws of the Fund.

(b) In connection with such redemptions or repurchases the Fund
authorizes and designates the Underwriter to take any action, to make any
adjustments in net asset value (including the deduction of a contingent deferred
sales charge, if applicable, as provided in Paragraph 8 hereof) and to make any
arrangements for the payment of the redemption or repurchase price authorized or
permitted to be taken or made as set forth in the By-Laws and the Fund's then
current Registration Statement.

(c) The authority of the Underwriter under this Paragraph 6 may, with
the consent of the Fund, be re-delegated in whole or in part to another person
or firm.

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<PAGE>

(d) To the extent permitted by law and applicable regulations, the
authority granted in this Paragraph 6 may be suspended by the Fund at any time
or from time to time until further notice to the Underwriter.

7. Allocation of Expenses. The Underwriter (or one of its
non-investment company affiliates) shall bear all fees and expenses incident to
the registration and qualification of the Shares, the cost of preparing and
disseminating sales material or literature, as well as the costs of preparing
and disseminating prospectuses, proxy material and shareholder reports used in
connection with the sale of the Shares except, as discussed below, to the extent
that such materials are being sent to existing shareholders or the Fund has
agreed to bear the cost of such expenses under a Plan (as defined in Paragraph 8
hereof). The Fund shall bear all expenses related to communications with its
existing shareholders, including the costs of preparing, printing and mailing
prospectuses, statements of additional information, proxy materials and other
materials sent to such shareholders.

8. Compensation. As compensation for providing services under this
Agreement, the Underwriter shall retain the sales charge, if any (including a
contingent deferred sales shares, if applicable), on purchases or, if
applicable, on redemptions of Shares as set forth in the Fund's then current
Registration Statement. With regard to purchases, the Underwriter is authorized
to collect the gross proceeds derived from the sale of the Shares, remit the net
asset value thereof to the Fund upon receipt of the proceeds and retain the
sales charge, if any. With regard to redemptions, the Underwriter is authorized
to retain the contingent deferred sales charge, if any, imposed on the
redemption of Shares as may be authorized by the Board of Directors and set
forth in the Fund's then current Registration Statement. The Underwriter may
reallow any or all of such sales charges to such dealers as it may from time to
time determine. Whether a sales charge shall be retained by the Underwriter
shall be determined in accordance with the Fund's then current Registration
Statement and applicable law. The Underwriter may also receive from the Fund a
distribution and/or service fee at the rate and under the terms and conditions
of any plan or plans of distribution (collectively and singularly, "Plan") as
have been or may be adopted by the Fund, subject to any further limitations on
such fee as the Board of Directors may impose.

9. Effectiveness of Agreement. This Agreement shall become effective
upon the date hereabove written, provided that, with respect to any series or
class of Shares created after the date of this Agreement, this Agreement shall
not take effect unless such action has first been approved by vote of a majority
of the Board of Directors and by vote of a majority of those directors of the
Fund who are not interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related
thereto (all such directors collectively being referred to herein as the
"Independent Directors"), cast in

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<PAGE>

person at a meeting called for the purpose of voting on such action.

10. Termination of Agreement. This Agreement shall continue in effect
for a period of more than one year from its effective date only as long as such
continuance is approved, at least annually, by the Board of Directors of the
Fund, including a majority of the Independent Directors, voting in person at a
meeting called for the purpose of voting on such approval. This Agreement may be
terminated by either party hereto upon thirty (30) days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
assignment by the Underwriter, as the term "assignment" is defined by the
Investment Company Act of 1940, as amended ("1940 Act"), unless the Securities
Exchange Commission ("SEC") has issued an order exempting the Fund and the
Underwriter from the provisions of the 1940 Act which would otherwise have
effected the termination of this Agreement.

11. Amendments. No amendment to this Agreement shall be executed or
become effective unless its terms have been approved: (a) by a majority of the
Directors of the Fund, or (b) by the vote of a majority of the outstanding
voting securities of the Fund and, in either case, by a vote of a majority of
the Independent Directors.

12. Limitation of Liability. The Underwriter agrees to use its best
efforts in effecting the sale and public distribution of the Shares through
dealers and in performing its duties in redeeming and repurchasing the Shares,
but nothing contained in this Agreement shall make the Underwriter or any of its
officers, directors or shareholders liable for any loss sustained by the Fund or
any of its officers, directors or shareholders, or by any other person on
account of any act done or omitted to be done by the Underwriter under this
Agreement, provided that nothing contained herein shall protect the Underwriter
against any liability to the Fund or to any of its shareholders to which the
Underwriter would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence in the performance of its duties as Underwriter or by
reason of its reckless disregard of its obligations or duties as Underwriter
under this Agreement. Nothing in this Agreement shall protect the Underwriter
from any liabilities which it may have under the Securities Act of 1933, as
amended ("1933 Act"), or the 1940 Act.

13. Definitions. The terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have the meanings given to
them by Section 2(a) of the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, regulation or order. Additionally, the term
"Registration Statement" shall mean the registration statement most recently
filed by the Fund with the SEC and effective under the 1940 Act and 1933 Act, as
such Registration Statement is amended from time to time, and the terms
"Prospectus" and "Statement of Additional Information" shall mean, respectively,
the form of prospectus(es)

- 4 -
<PAGE>

and statement(s) of additional information with respect to the Fund filed by it
as part of the Registration Statement.

14. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof, and in accordance with the 1940 Act. To the extent that
the applicable laws of the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.

15. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors.

16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.

FIRST INVESTORS GLOBAL FUND, INC.

By: /s/ Glenn O. Head
------------------------------
Glenn O. Head
President
ATTEST:

/s/ C. Durso
- ------------------------------
Concetta Durso
Secretary

FIRST INVESTORS CORPORATION

By: /s/ Michael S. Miller
------------------------------
Michael S. Miller
Chief Executive Officer
ATTEST:

/s/ Carol R. Lerner
- ------------------------------
Carol R. Lerner
Assistant Secretary

- 5 -

<PAGE>

EXHIBIT 99.B8

CUSTODIAN AGREEMENT

AGREEMENT made this 19th day of June, 1986, between FIRST INVESTORS
INTERNATIONAL SECURITIES FUND, INC. (the "Fund") and Brown Brothers Harriman &
Co. (the "Custodian").

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

1. The Fund hereby employs and appoints the Custodian as a custodian for
the term and subject to the provisions of this Agreement. The Custodian shall
not be under any duty or obligation to require the Fund to deliver to it any
securities or funds owned by the Fund and shall have no responsibility or
liability for or on account of securities or funds not so delivered. The Fund
will deposit with the Custodian copies of the Certificate of Incorporation and
By-Laws (or comparable documents) of the Fund and all amendments thereto, and
copies of such votes and other proceedings of the Fund as may be necessary for
or convenient to the Custodian in the performance of its duties.

2. Except for securities and funds held by subcustodians appointed pursuant
to the provisions of Section 3 hereof, the Custodian shall have and perform the
following powers and duties:

A. Safekeeping - To keep safely the securities of the Fund that have been
delivered to the Custodian and from time to time to receive delivery of
securities for safekeeping.

B. Manner of Holding Securities - To hold securities of the Fund (1) by
physical possession of the share certificates or other instruments representing
such securities in registered or bearer form, or (2) in book-entry form by a
Securities System (as said term is defined in Section 2T).

C. Registered Name; Nominee - To hold registered securities of the Fund (1)
in the name or any nominee name of the Custodian or the Fund, or in the name or
any nominee name of any agent appointed pursuant to Section 5E, or (2) in street
certificate form, so-called, and in any case with or without any indication of
fiduciary capacity.

D. Purchases - Upon receipt of proper instructions, and insofar as
funds are available for the purpose, to pay for and receive securities purchased
for the account of the Fund, payment being made only upon receipt of the
securities (1) by the Custodian, or (2) by a clearing corporation of a national
securities exchange of which the Custodian is a member, or (3) by a Securities
System. However, (i) in the case of repurchase

1
<PAGE>

agreements entered into by the Fund, the Custodian (as well as a Subcustodian or
an Agent, as defined in Section 2G) may release funds to a Securities System
prior to the receipt of advice from the Securities System that the securities
underlying such repurchase agreement have been transferred by book entry into
the Account (as defined in Section 2T) of the Custodian (or such Subcustodian or
Agent) maintained with such Securities System, and (ii) in the case of time
deposits, call account deposits, currency deposits, and other deposits pursuant
to Sections 2K, 2L and 2M, the Custodian may make payment therefore without
receiving an instrument evidencing said deposit.

E. Exchanges - Upon receipt of proper instructions, to exchange securities
held by it for the account of the Fund for other securities in connection with
any reorganization, recapitalization, split-up of shares, change of par value,
conversion or other event, and to deposit any such securities in accordance with
the terms of any reorganization or protective plan. Without such instructions,
the Custodian may surrender securities in temporary form for definitive
securities, may surrender securities for transfer into a name or nominee name as
permitted in Section 2C, and may surrender securities for a different number of
certificates or instruments representing the same number of shares or same
principal amount of indebtedness, provided the securities to be issued are to be
delivered to the Custodian.

F. Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of the Fund, but
only against payment therefor (1) in cash, by a certified check, bank cashier's
check, bank credit, or bank wire transfer, or (2) by credit to the account of
the Custodian with a clearing corporation of a national securities exchange of
which the Custodian is a member, or (3) by credit to the account of the
Custodian or an Agent of the Custodian with a Securities System.

G. Depositary Receipts - Upon receipt of proper instructions, to instruct a
subcustodian appointed pursuant to Section 3 hereof (a "Subcustodian") or an
agent of the Custodian appointed pursuant to Section 5E hereof (an "Agent") to
surrender securities to the depositary used by an issuer of American Depositary
Receipts or International Depositary Receipts (hereinafter collectively referred
to as "ADRs") for such securities against a written receipt therefor adequately
describing such securities and written evidence satisfactory to the Subcustodian
or Agent that the depositary has acknowledged receipt of instructions to issue
with respect to such securities ADRs in the name of the Custodian, or a nominee
of the Custodian, for delivery to the Custodian in Boston, Massachusetts, or at
such other place as the Custodian may from time to time designate.

Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately

2
<PAGE>

describing the ADRs surrendered and written evidence satisfactory to the
Custodian that the issuer of the ADRs has acknowledged receipt of instructions
to cause its depositary to deliver the securities underlying such ADRs to a
Subcustodian or an Agent.

H. Exercise of Rights; Tender Offers - Upon receipt of proper instructions,
to deliver to the issuer or trustee thereof, or to the agent of either,
warrants, puts, calls, rights or similar securities for the purpose of being
exercised or sold, provided that the new securities and cash, if any, acquired
by such action are to be delivered to the Custodian, and, upon receipt of proper
instructions, to deposit securities upon invitations for tenders of securities,
provided that the consideration is to be paid or delivered or the tendered
securities are to be returned to the Custodian.

I. Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant to proper instructions relative thereto.

J. Borrowings - Upon receipt of proper instructions, to deliver securities
of the Fund to lenders or their agents as collateral for borrowings effected by
the Fund, provided that such borrowed money is payable to or upon the
Custodian's order as Custodian for the Fund.

K. Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books subject only to draft
or order by the Custodian. All funds received by the Custodian from or for the
account of the Fund shall be deposited in said account(s). The responsibilities
of the Custodian to the Fund for deposits accepted on the Custodian's books
shall be that of a U. S. bank for a similar deposit.

If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks or trust companies as may
be designated by the Fund in such instructions (any such bank or trust company
so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) shall be in the name of the
Custodian for account of the Fund and subject only to the Custodian's draft or
order. Such accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U.S. Dollars or
other currencies as the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the responsibility of the
Custodian therefore shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund.

L. Interest Bearing Call or Time Deposits - To place interest bearing fixed
term and call deposits with such banks and in such

3
<PAGE>

amounts as the Fund may authorize pursuant to proper instructions. Such deposits
may be placed with the Custodian or with Subcustodians or other Banking
Institutions as the Fund may determine. Deposits may be denominated in U.
S.Dollars or other currencies and need not be evidenced by the issuance or
delivery of a certificate to the Custodian, provided that the Custodian shall
include in its records with respect to the assets of the Fund, appropriate
notation as to the amount and currency of each such deposit, the accepting
Banking Institution, and other appropriate details. Such deposits, other than
those placed with the Custodian, shall be deemed portfolio securities of the
Fund and the responsibilities of the Custodian therefor shall be the same as
those for demand deposit bank accounts placed with other banks, as described in
Section K of this agreement. The responsibility of the Custodian for such
deposits accepted on the Custodian's books shall be that of a U. S. bank for a
similar deposit.

M. Foreign Exchange Transactions - Pursuant to proper instructions, to
enter into foreign exchange contracts, to purchase and sell foreign currencies
for spot and future delivery on behalf and for the account of the Fund. Such
transactions may be undertaken by the Custodian with such Banking Institutions,
including the Custodian and Subcustodian(s) as principals, as approved and
authorized by the Fund. Foreign exchange contracts, other than those executed
with the Custodian, shall be deemed to be portfolio securities of the Fund and
the responsibilities of the Custodian therefore shall be the same as those for
demand deposit bank accounts placed with other banks as described in Section K
of this agreement.

N. Stock Loans - Upon receipt of proper instructions, to deliver securities
of the Fund, in connection with loans of securities by the Fund, to the borrower
thereof prior to receipt of the collateral, if any, for such borrowings.

O. Collections - To collect, receive and deposit in said account or
accounts all income and other payments with respect to the securities held
hereunder, and to execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt of income or other
payments with respect to securities of the Fund or in connection with transfer
of securities, and pursuant to proper instructions to take such other actions
with respect to collection or receipt of funds or transfer of securities which
involve an investment decision.

P. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder

4
<PAGE>

Servicing Agent or otherwise apply funds or securities, insofar as available,
for the payment of dividends or other distributions to Fund shareholders. Upon
receipt of proper instructions from the Fund, or upon receipt of instructions
from the Shareholder Servicing Agent (given by such person or persons and in
such manner on behalf of the Shareholder Servicing Agent as the Fund shall have
authorized), the Custodian shall release funds or securities, insofar as
available, to the Shareholder Servicing Agent or as such Agent shall otherwise
instruct for payment to Fund shareholders who have delivered to such Agent a
request for repurchase or redemption of their shares of capital stock of the
Fund.

Q. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote upon any of such securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except as otherwise
herein provided) unless ordered to do so by proper instructions.

R. Bills - Upon receipt of proper instructions, to pay or cause to be paid,
insofar as funds are available for the purpose, bills, statements, or other
obligations of the Fund.

S. Nondiscretionary Details - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Fund held by the
Custodian except as otherwise directed from time to time by the Directors of the
Fund, and (2) to make payments to itself or others for minor expenses of
handling securities or other similar items relating to the Custodian's duties
under this Agreement, provided that all such payments shall be accounted for to
the Fund.

T. Deposit of Fund Assets in Securities Systems - The Custodian may deposit
and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book-entry system as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart O, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in accordance
with applicable Federal Reserve Board and Securities and

5
<PAGE>

Exchange Commission rules and regulations, if any, and subject to the following
provisions:

1. The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the Investment Company Act of 1940 and the rules and regulations thereunder), in
a Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;

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

3. The Custodian shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such securities
have been transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the account of
the Fund. The Custodian shall Transfer securities sold for the account of the
Fund upon (i) receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian or an Agent as referred to above, and
be provided to the Fund at its request. The Custodian shall furnish the Fund
confirmation of each transfer to or from the account of the Fund in the form of
a written advice or notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the Securities System
for the account of the Fund on the next business day;

4. The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.

5. At the written request of the Fund, the Custodian will terminate the use
of any such Securities System on behalf of the Fund as promptly as practicable.

U. Other Transfers - To deliver securities, funds and other property of the
Fund to a Subcustodian or another custodian of the

6
<PAGE>

Fund; and, upon receipt of proper instructions, to make such other disposition
of securities, funds or other property of the Fund in a manner other than or for
purposes other than as enumerated elsewhere in this Agreement, provided that the
instructions relating to such disposition shall include a statement of the
purpose for which the delivery is to be made, the amount of securities to be
delivered and the name of the person or persons to whom delivery is to be made.

V. Investment Limitations - In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made by or for the Fund, the Custodian may assume unless and until notified in
writing to the contrary that proper instructions received by it are not in
conflict with or in any way contrary to any provisions of the Fund's Certificate
of Incorporation or By-Laws (or comparable documents) or votes or proceedings of
the shareholders or Directors of the Fund. The Custodian shall in no event be
liable to the Fund and shall be indemnified by the Fund for any violation of any
investment limitations to which the Fund is subject or other limitations with
respect to the Fund's powers to make expenditures, encumber securities, borrow
or take similar actions affecting its portfolio.

W. Proper Instructions - Proper instructions shall mean a tested telex from
the Fund or a written request, direction, instruction or certification signed or
initialled on behalf of the Fund by one or more person or persons as the Board
of Directors of the Fund shall have from time to time authorized, provided,
however, that no such instructions directing the delivery of securities or the
payment of funds to an authorized signatory of the Fund shall be signed by such
person. Those persons authorized to give proper instructions may be identified
by the Board of Directors by name, title or position and will include at least
one officer empowered by the Board to name other individuals who are authorized
to give proper instructions on behalf of the Fund. Telephonic or other oral
instructions given by any one of the above persons will be considered proper
instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. Oral instructions will be confirmed by tested telex or in writing in
the manner set forth above but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reliance upon such oral
instructions. Proper instructions may relate to specific transactions or to
types or classes of transactions, and may be in the form of standing
instructions.

Proper instructions may include communications effected directly between
electro-mechanical or electronic devices or systems, in addition to tested
telex, provided that the Fund and the Custodian agree to the use of such device
or system,

7
<PAGE>

3. Securities, funds and other property of the Fund may be held by
subcustodians appointed pursuant to the provisions of this Section 3 (a
"Subcustodian"). The Custodian may, at any time and from time to time, appoint
any bank or trust company (meeting the requirements of a custodian or a foreign
custodian under the Investment Company Act of 1940 and the rules and regulations
thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall
have approved in writing (1) any such bank or trust company and the subcustodian
agreement to be entered into between such bank or trust company and the
Custodian, and (2) the Subcustodian's offices or branches at which the
Subcustodian is authorized to hold securities, cash and other property of the
Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of
the Fund to notify each Subcustodian of its appointment as such. The Custodiain
may, at any time in its discretion, remove any bank or trust company that has
been appointed as a Subcustodian.

Those Subcustodian, their offices or branches which the Fund has approved
to date are set forth on Appendix A hereto. Such Appendix shall be amended from
time to time as Subcustodians, branches or offices are changed, added or
deleted. The Fund shall be responsible for informing the Custodian sufficiently
in advance of a proposed investment which is to be held at a location not listed
on Appendix A, in order that there shall be sufficient time for the Fund to give
the approval required by the preceding paragraph and for the Custodian to put
the appropriate arrangements in place with such Subcustodian pursuant to such
subcustodian agreement.

If the fund shall have invested in a security to be held in a location
before the foregoing procedures have been completed, such security shall be held
by such agent as the Custodian may appoint unless and until the Fund shall
instruct the Custodian to move the security into the possession of the Custodian
or a Subcustodian. In any event, the Custodian shall be liable to the Fund for
the actions of such agent if and only to the extent the Custodian shall have
recovered from such agent for any damages caused the Fund by such agent.

With respect to the securities and funds held by a Subcustodian, either
directly or indirectly, including demand and interest bearing deposits,
currencies or other deposits and foreign exchange contracts as referred to in
Sections 2K, 2L or 2M, the Custodian shall be liable to the Fund if and only to
the extent that such Subcustodian is liable to the Custodian and the Custodian
recovers under the applicable subcustodian agreement. The Custodian shall
nevertheless be liable to the Fund for its own negligence in transmitting any
instructions received by it from the Fund and for its own negligence in
connection with the delivery of any securities or funds held by it to any such
Subcustodian.

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<PAGE>

In the event that any Subcustodian appointed pursuant to the provisions of
this Section 3 fails to perform any of its obligations under the terms and
conditions of the applicable subcustodian agreement, the Custodian shall use its
best efforts to cause such Subcustodian to perform such obligations. In the
event that the Custodian is unable to cause such Subcustodian to perform fully
its obligations thereunder, the Custodian shall forthwith upon the Fund's
request terminate such Subcustodian and, if necessary or desirable, appoint
another subcustodian in accordance with the provisions of this Section 3. At the
election of the Fund, it shall have the right to enforce, to the extent
permitted by the subcustodian agreement and applicable law, the Custodian's
rights against any such Subcustodian for loss or damage caused the Fund by such
Subcustodian.

At the written request of the Fund, the Custodian will terminate any
subcustodian appointed pursuant to the provisions of this Section 3 in
accordance with the termination provisions under the applicable subcustodian
agreement. The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written approval
of the Fund.

In the event the Custodian makes any payment to a Subcustodian under the
indemnification provisions of any subcustodian agreement, no more than thirty
days after written notice to the Fund of the Custodian's intention to make such
payment, the Fund will reimburse the Custodian the amount of such payment except
in respect of any negligence or misconduct of the Custodian.

4. The Custodian may assist generally in the preparation of reports to Fund
shareholders and others, audits of accounts, and other ministerial matters of
like nature.

5. A. The Custodian shall not be liable for any action taken or omitted in
reliance upon proper instructions believed by it to be geniune or upon any other
written notice, request, direction, instruction, certificate or other instrument
believed by it to be genuine and signed by the proper party or parties.

The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons authorized
to given proper instructions or any other such notice, request, direction,
instruction, certificate or instrument on behalf of the Fund, the names and
signatures of the officers of the Fund, the name and address of the Shareholder
Servicing Agent, and any resolutions, votes, instructions or directions of the
Fund's Board of Directors or shareholders. Such certificate may be accepted and
relied upon by the Custodian as conclusive in full force and effect until
receipt of a similar certificate to the contrary.

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<PAGE>

So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement.

The Custodian shall be entitled, at the expense of the Fund, to receive and
act upon advice of counsel (who may be counsel for the Fund) on all matters, and
the Custodian shall be without liability for any action reasonably taken or
omitted pursuant to such advice.

B. With respect to the portfoliio securities, cash and other property of
the Fund held by a Securities System, the Custodian shall be liable to the Fund
only for any loss or damage to the Fund resulting from use of the Securities
System if caused by any negligence, misfeasance or misconduct of the Custodian
or any of its agents or of any of its or their employees or from any failure of
the Custodian or any such agent to enforce effectively such rights as it may
have against the Securities System.

C. Except as may otherwise be set forth in this Agreement with respect to
particular matters, the Custodian shall be held only to the exercise of
reasonable care and diligence in carrying out the provisions of this Agreement,
provided that the Custodian shall not thereby be required to take any action
which is in contravention of any applicable law. The Fund agrees to indemnify
and hold harmless the Custodian and its nominees from all claims and liabilities
(including counsel fees) incurred or assessed against it or its nominees in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's breach of the relevant standard of conduct set forth in
this Agreement. Without limiting the foregoing indemnification obligation of the
Fund, the Fund agrees to indemnify the Custodian and its nominees against any
liability the Custodian or such nominee may incur by reason of taxes assessed to
the Custodian or such nominee or other costs, liability or expense incurred by
the Custodian or such nominee resulting directly or indirectly from the fact
that portfolio securities or other property of the Fund is registered in the
name of the Custodian or such nominee.

It is also understood that the Custodian shall not be liable for any loss
involving any securities, currencies, deposits or other property of the Fund,
whether maintained by it, a Subcustodian, an agent of the Custodian or a
Subcustodian, a Securities System, or a Banking Institution, or a loss arising
from a foreign currency transaction or contract, resulting from a Sovereign
Risk. A "Sovereign Risk" shall mean nationalization, expropriation, devaluation,
revaluation, confiscation, seizure, cancellation, destruction or similar action
by any governmental authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of

-10-
<PAGE>

currency restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's property; or acts of war, terrorism, insurrection or
revolution; or any other similar act or event beyond the Custodian's control.

D. The Custodian shall be entitled to receive reimbursement from the Fund
on demand, in the manner provided in Section 6, for its cash disbursements,
expenses and charges (including the fees and expenses of any Subcustodian or any
Agent) in connection with this Agreement, but excluding salaries and usual
overhead expenses.

E. The Custodian may at any time or times in its discretion appoint (and
may at any time remove) any other bank or trust company as its agent (an
"Agent") to carry out such of the provisions of this Agreement as the Custodian
may from time to time direct, provided, however, that the appointment of such
Agent (other than an Agent appointment pursuant to the third paragraph of
Section 3) shall not relieve the Custodian of any of its responsibilities under
this agreement.

F. Upon request, the Fund shall deliver to the Custodian such proxies,
powers of attorney or other instruments as may be reasonable and necessary or
desirable in connection with the performance by the Custodian or any
Subcustodian of their respective obligations under this Agreement or any
applicable subcustodian agreement.

6. The fund shall pay the Custodian a custody fee based on such fee
schedule as may from time to time be agreed upon in writing by the Custodian and
the Fund. Such fee, together with all amounts for which the Custodian is to be
reimbursed in accordance with Section 5D, shall be billed to the Fund in such a
manner as to permit payment either by a direct cash payment to the Custodian or
by placing Fund portfolio transactions with the Custodian resulting in an
agreed-upon amount of commissions being paid to the Custodian within an
agreed-upon period of time.

7. This Agreement shall continue in full force and effect until terminated
by either party by an instrument in writing delivered or mailed, postage
prepaid, to the other party, such termination to take effect no sooner than
sixty (60) days after the date of such delivery or mailing. In the event of
termination the Custodian shall be entitled to receive prior to delivery of the
securities, funds and other property held by it all accrued fees and
unreimbursed expenses the payment of which is contemplated by Sections 5D and 6,
upon receipt by the Fund of a statement setting forth such fees and expenses.

In the event of the appointment of a successor custodian, it is agreed that
the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the

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<PAGE>

Fund in execution of documents and performance of other actions necessary or
desirable in order to substitute the successor custodian for the Custodian under
this Agreement.

8. This Agreement constitutes the entire understanding and agreement of the
parties hereto with respect to the subject matter hereof. No provision of this
Agreement may be amended or terminated except by a statement in writing signed
by the party against which enforcement of the amendment or termination is
sought.

In connection with the operation of this Agreement, the Custodian and the
Fund may agree in writing from time to time on such provisions interpretative of
or in addition to the provisions of this Agreement as may in their joint opinion
be consistent with the general tenor of this Agreement. No interpretative or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.

9. This instrument is executed and delivered in The Commonwealth of
Massachusetts and shall be governed by and construed according to the laws of
said Commonwealth.

10. Notices and other writing delivered or mailed postage prepaid to the
Fund addressed to the Fund at 120 Wall Street, New York, New York 10005,
Attention: Secretary, or to such other address as the Fund may have designated
to the Custodian in writing, or to the Custodian at 40 Water Street, Boston,
Massachusetts 02109, Attention: Manager, Securities Department, or to such other
address as the Custodian may have designated to the Fund in writing, shall be
deemed to have been properly delivered or given hereunder to the respective
addressee.

11. This Agreement shall be binding on and shall inure to the benefit of
the Fund and the Custodian and their respective successors and assigns, provided
that neither party hereto may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other party.

12. This Agreement may be executed in any number of counteparts, each of
which shall be deemed an original. This Agreement shall become effective when
one or more counterparts have been signed and delivered by each of the parties.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.

FIRST INVESTORS INTERNATIONAL
SECURITIES FUND, INC. BROWN BROTHERS HARRIMAN & CO.

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<PAGE>

By /s/ Andrew J. Donohue per pro /s/ Douglas A. Donohue, Jr.
----------------------------- ----------------------------
President

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<PAGE>

EXHIBIT A

Country: Austria
Subcustodian: Morgan Guaranty Trust Company of New York, Brussels
Depository: None

Country: Belgium
Subcustodian: Morgan Guaranty Trust Company of New York, Brussels
Depository: C.I.K.

Country: Denmark
Subcustodian: Morgan Guaranty Trust Company of New York, Brussels
Depository: None

Country: Finland
Subcustodian: Morgan Guaranty Trust Company of New York, Brussels
Depository: None

Country: France
Subcustodian: Morgan Guaranty Trust Company of New York, Paris
Depository: Sicovam

Country: Germany
Subcustodian: Morgan Guaranty Trust Company of New York, Frankfurt
Depository: Frankfurt
Kassenverein

Country: Italy
Subcustodian: Banca Commerciale Italiana Subcustodian for Morgan
Guaranty Trust Company of New York, Brussels
Depository: None

Country: Netherlands
Subcustodian: Morgan Bank Nederland
Depository: Necigef

Country: Norway
Subcustodian: Morgan Guaranty Trust Company of New York, Brussels
Depository: None

Country: Spain
Subcustodian: Banco De Santander, Subcustodian for Morgan Guaranty
Trust Company of New York, Brussels
Depository: None

Country:Sweden:
Subcustodian: Morgan Guaranty Trust Company of New York, Brussels
Depository: Euroclear

Country: Switzerland
Subcustodian: Morgan Guaranty Trust Company of New York, Zurich
Depository: Sega

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<PAGE>

Country: United Kingdom
Subcustodian: Morgan Guaranty Trust Company of New York, London
Depository: Talisman

Country: Korea
Subcustodian: Citibank, N.A., Seoul
Depository: KSSC

Country: Japan
Subcustodian: Morgan Guaranty Trust Company of New York, Tokyo

Country: Australia
Subcustodian: National Australia Bank, Ltd.

Country: Hong Kong
Subcustodian: The Chase Manhattan Bank, N.A.

Country: Singapore
Subcustodian: The Chase Manhattan Bank, N.A.

Country: South Africa
Subcustodian: Barclays Bank, Johannesburg Subcustodian for Morgan
Guaranty Trust Company of New York, Brussels

Country: Mexico
Subcustodian: Citibank, N.A., Mexico City

Country: Transnational
Subcustodian: Operated by Morgan Guaranty Trust Company of New
York, Brussels
Depository: Euroclear

FIRST INVESTORS INTERNATIONAL SECURITIES FUND, INC.

APPROVED: /s/ Andrew J. Donohue
- ------------------------------
President

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<PAGE>

EXHIBIT 99.B9

ADMINISTRATION AGREEMENT

This Agreement, dated as of the 19th of March, 1981, made by and between
FIRST INVESTORS INTERNATIONAL SECURITIES FUND, INC. (the Fund), a corporation
duly organized and existing under the laws of the State of Maryland; FIRST
INVESTORS MANAGEMENT COMPANY, INC. (FIMCO), a corporation duly organized and
existing under the laws of the State of New York; FIRST INVESTORS CORPORATION
(FIC), a corporation duly organized and existing under the laws of the State of
New York; ADMINISTRATIVE DATA MANAGEMENT CORP. (ADM), a corporation duly
organized and existing under the laws of the State of New York.

WITNESSETH THAT:

WHEREAS, FIMCO and FIC are the national distributors of the
shares of the Fund; and

WHEREAS, ADM has agreed to act as transfer agent of the Fund, as its
dividend disbursing agent, and as administrator of the Dividend Reinvestment,
Share Accumulation and Systematic Withdrawal Accounts of the Fund, and ADM also
agreed to act for the Fund in other respects as hereinafter stated; and

WHEREAS, the parties hereto desire to set forth certain terms relating to
the activities of ADM under this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:

THE TRANSFER AGENCY

Section 1. The Fund hereby appoints ADM as its transfer agent, and ADM
accepts such appointment and agrees to act in such capacity upon the terms set
forth in this Agreement.

Section 2. ADM will maintain stock registry records in the usual form in
which it will note the issuance and redemption of Shares and the issuance and
transfer of Share Certificates, and is also authorized to maintain an account
entitled Unissued Share Certificate Account in which it will record the Shares
and fractions issued and outstanding from time to time for which issuance of
Share Certificates is deferred. ADM is also authorized to keep records, which
will be part of the stock transfer records, as well as its records of the Plans,
in which it will note the names and registered addresses of Planholders, and the
number of shares and fractions from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder or Planholder whether he
holds one or more Share

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<PAGE>

Certificates or owns Shares held under one or more Plans, or whether he holds or
owns Shares by both methods, will be assigned a single account number.

Section 3. Whenever Shares are purchased for Planholders, the Fund
authorizes ADM to dispense with the issuance and countersignature of Share
Certificates. In such case ADM, as transfer agent, shall merely note on its
stock registry records the issuance of the Shares and fractions, (if any), shall
credit the Unissued Share Certificate Account with the Shares and fractions to
the respective Planholders. Likewise, whenever ADM has occasion to surrender for
redemption Shares and fractions owned by Planholders, it shall be unnecessary to
issue Share Certificates for redemption purposes. The Fund authorizes ADM in
such cases to process the transactions by appropriate entries in its stock
transfer records, and debiting of the Unissued Share Certificate Account and the
record of issued Shares outstanding. Whenever Planholders are entitled to the
issuance of Share Certificates for Shares held under Plans, the Fund authorizes
ADM as transfer agent, to countersign Share Certificates for issuance and
delivery, and to debit the Unissued Certificate Account.

Section 4. ADM in its capacity as transfer agent will, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock transfer agent for a corporation. It will countersign for issuance or
reissuance of Share Certificates representing original issue or reissued
treasury Shares as directed by the Written Instructions of the Fund, and will
transfer Share Certificates registered in the name of Shareholders from one
Shareholder to another in the usual manner. ADM may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned,
or executed by a duly authorized person or persons, or upon the instructions of
any Officer of the Fund, or upon the advice of counsel for the Fund or for ADM.
ADM may record any transfer of Share Certificates which is believed by it in
good faith to have been duly authorized or may refuse to record any transfer of
Share Certificates if in good faith ADM in its capacity as transfer agent deems
such refusal necessary in order to avoid any liability either to the Fund or
ADM. The Fund agrees to indemnify and hold harmless ADM from and against any and
all losses, costs, claims and liability which it may suffer or incur by reason
of so relying or acting or refusing to act in good faith.

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<PAGE>

THE DIVIDEND DISBURSEMENT AGENCY

Section 5. Upon declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund, the Fund shall notify ADM of
the date of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment date, and the
reinvestment date, the price for which is to be used to purchase Shares for
reinvestment.

Section 6. On or before each payment date, the Fund will transfer, or
cause the Custodian to transfer, to ADM in its capacity as dividend disbursing
agent, the total amount of the dividend or distribution currently payable and
ADM in such capacity will on the designated payment date mail distribution
checks to the Shareholders for the proper amounts payable to them except as
follows:

(a) Dividends and capital gains distributions directed to be reinvested
under Plans will be transferred to ADM in its capacity as administrator for
application as provided in Section 11.

ADMINISTRATION OF THE PLANS

Section 7. The Fund, FIMCO and FIC hereby appoint ADM as administrator of
the Plans, and ADM accepts such appointment and agrees to act in such capacity
upon the terms set forth in this Agreement. As provided Section 2, ADM will
maintain records, which will be part of the stock registry records as well as
its records of the administration of the Plans, in which it will note the
transactions effected for the respective Planholders and the number of Shares
and fractions from time to time owned by them for which no Share Certificates
are outstanding.

Section 8. FIMCO, FIC and the Fund will from time to time keep ADM fully
informed of the names of all Planholders who are entitled to purchase Shares at
reduced offering prices and of the respective prices which are applicable to
each of such Planholders. ADM may conclusively rely on such information in
placing orders for Shares on behalf of Planholders.

Section 9. It will be the practice of ADM to process payments by
planholders received by its mutual funds department in acceptable form until the
time of the closing of the New York Stock Exchange on each day on which said
exchange is open since the same time on the prior business day in which said
exchange was open, and to obtain from FIMCO, FIC or the Fund a quotation (on
which it may conclusively rely) as of the close of the said exchange. ADM will
proceed to calculate the amount available for investment in Shares at the public
offering price so quoted,

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<PAGE>

(and, if applicable), the amounts to be invested as between commissions of
dealers, shares of FIMCO, or FIC and net asset value to be deposited with the
Custodian. ADM while the public offering price so quoted is still in effect,
will, as agent for sundry Planholders, place an order with FIMCO or FIC for the
proper number of Shares and fractions, will advise FIMCO or FIC of the breakdown
of the total purchase price as between discount of dealers, shares of FIMCO or
FIC and net asset value and will confirm said figures to FIMCO or FIC in
writing.

Section 10. ADM will thereupon set aside the commissions of dealers, and
share of FIMCO and FIC and will pay over the balance available (net asset value)
to the custodian and will furnish said custodian with the Statements required by
the Custodian Agreement. Said Custodian will deposit the net asset value in the
Principal Account under the Custodian Agreement. ADM will credit the Bank's
account of FIMCO or FIC for its share. The proper number of Shares and fractions
will then be issued and credited to the Unissued Certificate Account, and the
Shares and fractions purchased for each Planholder will be credited to his
separate account. ADM will thereupon mail to each Planholder a confirmation of
the purchase, with copies to the Fund and the proper dealers, if the Fund so
requests. Such confirmation will show the prior and new share balance, the
Shares held under the Plans and Shares (if any) for which Stock Certificates are
outstanding, the amount invested, the price paid and other data.

ADM will remit commissions to the proper dealers weekly or at other
convenient intervals, as agreed upon between the Fund and ADM.

Section 11. As and when the Fund declares dividends or capital gains
distributions, it will promptly quote to ADM the net asset value per share at
the close of business in the reinvestment date, whereupon as soon as it can
calculate the total of such dividend or distributions it will receive for
reinvestment, ADM will advise the Fund of the amount which will be available for
reinvestment on the payment date and the number of Shares and fractions to be
issued. Upon receipt of the amount of the dividends or distributions to be
reinvested under Plans, ADM will pay over such amount to the Custodian for
deposit in the Principal Account under the Custodian Agreement, whereupon the
Shares and fractions purchased for the Plans will be issued pursuant to a
Statement of ADM and will be credited to the Unissued Certificate Account. ADM
will credit the Shares and fractions so purchased to the separate accounts
maintained for the respective Planholders, and will promptly mail to each
Planholder a confirmation of the purchase, with a copy to the Fund, showing the
prior and new share balance.

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<PAGE>

Section 12. Whenever a Shareholder shall deposit Shares represented by
Share Certificates in an investment plan or systematic withdrawal plan or other
plan permitting deposit of Shares thereunder, ADM as transfer agent is
authorized upon receipt of Share Certificates registered in the name of the
Shareholder, or if not so registered in due form for transfer, to cancel such
Share Certificates, to debit the individual stock accounts and to credit the
Shares to the Unissued Certificate Account. ADM as plan administrator will
credit the Shares to be deposited to the proper plan accounts. In the event that
a Planholder shall desire to deposit under a systematic withdrawal plan Shares
held in an investment plan or other like plan, ADM will accomplish such deposit
by proper debiting and crediting of plan accounts.

Section 13. ADM will administer the systematic withdrawal plans for the
Planholders. ADM will note in such accounts the share balances from time to
time, the additional Shares purchased with the reinvested dividends and
distributions, and the Shares redeemed to provide the withdrawal payments.
Confirmations will be mailed to the Planholders reflecting each transaction,
with copies to the Fund.

Section 14. Whenever ADM shall have received requests from Planholders to
redeem Shares and remit proceeds, or whenever ADM is required to redeem Shares
to make withdrawal payments under systematic withdrawal plans or the like, ADM
will advise the Fund that it has Shares for redemption, stating the number of
Shares and fractions to be redeemed. The Fund will then quote to ADM the
applicable net asset value of redemption price, whereupon ADM will furnish the
Fund with an appropriate confirmation of the redemption and will process the
redemption by filing with the Custodian an appropriate statement of ADM as may
be required by the Custodian Agreement. The Custodian shall be authorized to pay
over to ADM as administrator, the total redemption price stated in the Statement
of ADM for proper distribution and application. The stock registry books
recording outstanding Shares, the Unissued Certificate Account and the
individual accounts of the Shareholders shall be properly debited.

Section 15. The practices and procedures of ADM and the Fund above
outlined in Sections 7 to 14, inclusive, may be altered or modified from time to
time as may be mutually agreed by the parties to this Agreement, so long as the
intent and purposes of the Plans, as stated from time to time in the prospectus
of the Fund, are observed. For special cases, the parties hereto may adopt such
procedures as may be appropriate or practical under the circumstances and ADM
may conclusively assume that any special procedure which has been approved by
the Fund, does not conflict with or violate any requirements of its Articles of
Incorporation, By-Laws or prospectus, or any rule,

-5-
<PAGE>

regulation or requirement of any regulatory body.

Section 16. ADM in acting for Planholders, or in any other capacity set
forth in this Agreement, shall incur no liability for any actions taken or
omitted in good faith, nor shall ADM be personally liable for any taxes,
assessments or governmental charges which may be levied or assessed on any basis
whatsoever in connection with the administration of the Plans, excepting only
for taxes assessed against it in its corporate capacity out of its compensation
hereunder.

MISCELLANEOUS

Section 17. In addition to the services as transfer agent, dividend
disbursing agent and administrator as above set forth, ADM will perform other
services for the Fund as agreed from time to time, including but not limited to
preparation of Federal 1099 forms, mailing of quarterly and semi-annual reports
of the Fund, preparation of one annual list of Shareholders, and preparing
notices of Shareholders meeting, proxies and proxy statements.

Section 18. The Fund, FIMCO and FIC agree to pay ADM compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such schedule approved by the
Fund, FIMCO FIC and ADM. Said payments and reimbursements shall be allocated
between the Fund, FIMCO and FIC as they may agree.

Section 19. ADM may from time to time in its sole discretion delegate some
or all of its duties hereunto to any affiliate(s) which shall perform such
functions as the agent of ADM. To the extent of such delegation, the term "ADM"
in this Agreement shall be deemed to refer to both ADM and such affiliate(s) or
either of them, as the context may indicate.

Section 20. Nothing contained in this Agreement is intended to or shall
require ADM, in any capacity hereunder to perform any functions or duties on any
holiday or other day of special observance on which ADM is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
the Bank are open.

Section 21. All terms used herein, which are defined in the Custodian
Agreement, shall have the same meanings as set forth therein. In addition, the
following terms as used in this Agreement shall have the meaning set forth below
unless the context otherwise requires:

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<PAGE>

Plan: The term Plan shall include such Dividend Reinvestment Accounts,
Share Accumulation Accounts, Systematic Withdrawal Plans and other types of
plans or accounts in form acceptable to ADM, which the Fund may from time to
time adopt and make available to its Shareholders, including plans or accounts
adopted for pension and profit sharing plans established by self-employed
individuals, partnerships, individuals, corporations and not for profit
organizations.

Planholder: The term Planholder shall mean a Shareholder who at the time
of reference is participating in a Plan.

Section 22. This Agreement may be terminated by any party to this
Agreement by giving at least sixty (60) days advance written notice stating when
thereafter such termination shall be effective. Such termination shall only be
effective with respect to the rights, obligations and duties as between the
non-terminating parties. In case such notice of termination is given by either
ADM or the Fund, the Board of Directors of the Fund shall, by resolution duly
adopted, promptly appoint a successor to ADM, to serve upon the terms set forth
in this Agreement as then amended and supplemented. Unless and until a successor
to ADM has been appointed as above, provided ADM shall continue to perform
according to the terms of this Agreement and shall be entitled to receive all
the payments and reimbursement to which it is entitled under this Agreement.

Section 23. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.

Section 24. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided however
that this Agreement shall not be assignable by the Fund without the written
consent of the Fund, authorized or approved by a resolution of its Board of
Directors.

Section 25. This Agreement shall be governed by the laws of the State of
New York.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and the year first above written.

ATTEST: FIRST INVESTORS INTERNATIONAL
SECURITIES FUND, INC.

/s/ Andrew J. Donohue BY: /s/Joseph M. O'Brien
- ---------------------------- ------------------------------------
Andrew J. Donohue, Secretary Joseph M. O'Brien, President
[Seal]

ATTEST: FIRST INVESTORS MANAGEMENT COMPANY, INC.

/s/ Andrew J. Donohue BY: /s/ Joseph M. O'Brien
- ---------------------------- ------------------------------------
Andrew J. Donohue, Secretary Joseph M. O'Brien, President
[Seal]

ATTEST: FIRST INVESTORS CORPORATION

/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ---------------------------- ------------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]

ATTEST: ADMINISTRATIVE DATA MANAGEMENT CORP.

/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ---------------------------- ------------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]

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<PAGE>

ADMINISTRATION AGREEMENT
SCHEDULE A

Compensation and charges of Administrative Data Management Corp. for
services as Transfer Agent, Dividend Disbursing Agent and Plan
Administration, and for other services under the Administration Agreement.

Opening New Account $5.00 for each account

Processing Payments $0.75 for each payment*

Processing Share Certificates $3.00 per certificate issued

General Account Maintenance $0.65 per account per month

Legal Transfers of Shares $10.00 per transfer

Dividend Processing $0.45 per account per dividend
declared

Partial Withdrawals and
Complete Liquidations $5.00 per transaction

Reports Required by
Governmental Authorities $1.00 for each account

Exchange Fee $5.00 for each exchange of shares
into a Fund

Systematic Withdrawal Plans $1.00 for each SWP check*

OUT-OF-POCKET EXPENSES: In addition to the above charges, the Fund, First
Investors Management Company, Inc. or First Investors Corporation shall
reimburse Administrative Data Management Corp. for all out-of-pocket costs
including but not limited to postage, insurance, forms relating to shareholders
of the Fund, envelopes and other similar items, and will also reimburse
Administrative Data Management Corp. for counsel fees, including fees for the
preparation of the Administration Agreement and review of prospectus and
application forms.

THE ABOVE FEES AND OUT-OF-POCKET EXPENSES APPLY TO THE FOLLOWING FUNDS:

FIRST INVESTORS FUND FOR INCOME, INC., FIRST INVESTORS GLOBAL FUND, INC., FIRST
INVESTORS GOVERNMENT FUND, INC., FIRST INVESTORS HIGH YIELD FUND, INC., FIRST
INVESTORS INSURED TAX EXEMPT FUND, INC., FIRST INVESTORS MULTI-STATE INSURED TAX
FREE FUND, FIRST INVESTORS NEW YORK INSURED TAX FREE FUND, INC., FIRST INVESTORS
SERIES FUND, FIRST INVESTORS SERIES FUND II, INC., FIRST INVESTORS U.S.
GOVERNMENT PLUS FUND - 1st, 2nd & 3rd SERIES, EXECUTIVE INVESTORS TRUST

* Administrative Data Management Corp. (ADM) bills the Fund. ADM is then
paid by the Fund, after which FIMCO reimburses the Fund.

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<PAGE>

EXHIBIT 99.B11.1

Consent of Independent Certified Public Accountants

First Investors Global Fund, Inc.
95 Wall Street
New York, New York 10005

We consent to the use in Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A (File No. 2-71911) of our report dated
January 31, 1996 relating to the December 31, 1995 financial statements of First
Investors Global Fund, Inc., which are included in said Registration Statement.

/s/Tait, Weller & Baker

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 16, 1996

<PAGE>

EXHIBIT 99.B11.2