FIRST INVESTORS LIFE SERIES FUND
497, 1995-05-03
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<PAGE>
 
LEVEL PREMIUM VARIABLE LIFE INSURANCE POLICIES

ISSUED BY
FIRST INVESTORS LIFE INSURANCE COMPANY

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

  INVESTORS ARE ADVISED TO READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

  This Prospectus describes the Level Premium Variable Life Insurance Policy
(the "Policy") offered by First Investors Life Insurance Company ("First
Investors Life"). The purpose of the Policy is to provide life insurance
coverage and to lessen the economic loss resulting from the death of the
Insured.
 
Policy premiums net of certain expenses ("net annual premiums") are paid into
a unit investment trust, First Investors Life Insurance Company Separate Account
B ("Separate Account B").  A Policyowner elects to have his or her net annual
premiums paid into one or more of the nine subaccounts of Separate Account B
("Subaccounts").  Target Maturity 2007 Series is not offered to Policyowners of
Separate Account B.  The assets of each Subaccount are invested at net asset
value in shares of a related series of First Investors Life Series Fund (the
"Fund"), an open-end diversified management investment company.  

  The Policy is like a limited payment life insurance policy with a death
benefit, level premiums, loan privileges and other features that are usually
associated with a limited payment insurance policy. Unlike the usual life
insurance policy, the Policy is "variable" because the amount of the insurance
coverage and the cash values may increase or decrease depending on the
investment performance of the chosen Subaccount or Subaccounts of  Separate
Account B.

  The death benefit during the first Policy year will be the face amount shown
on the Policy (the "Guaranteed Insurance Amount"). On each Policy anniversary,
the amount of coverage may increase or decrease depending on the investment
results of the designated Subaccount or Subaccounts, but it will never be less
than the Guaranteed Insurance Amount as long as there is no outstanding Policy
loan and premiums are paid when due.

  The cash value of the Policy will vary from day to day, depending on the
investment results of the designated Subaccount or Subaccounts, but with no
guaranteed minimum. The Policyowner bears the entire investment risk and the
Policy's cash value (not the death benefit) could decline to zero.

  Replacing existing insurance with the Policy described in this Prospectus may
not be to your advantage in light of the higher cost of the Policy during the
first few years.

  This Prospectus sets forth the information about Separate Account B that a
prospective investor should know before investing and should be kept for future
reference.

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

             THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE
           CURRENT PROSPECTUS FOR FIRST INVESTORS LIFE SERIES FUND.
 
                  The date of this Prospectus is May 1, 1995  
<PAGE>
 
THE PURPOSE OF THE POLICY IS TO PROVIDE LIFE INSURANCE PROTECTION FOR THE
BENEFICIARY NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY
SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                              GENERAL DESCRIPTION

FIRST INVESTORS LIFE INSURANCE COMPANY
 
  First Investors Life Insurance Company (TIN 13-1968606), 95 Wall Street, New
York, New York 10005 ("First Investors Life"), a stock life insurance company
incorporated under the laws of the State of New York in 1962, writes life
insurance, annuities and accident and health insurance.  First Investors Life is
also the Sponsor of First Investors Life Variable Annuity Fund A and First
Investors Life Variable Annuity Fund C.  First Investors Consolidated
Corporation ("FICC") owns all of the voting common stock of First Investors
Management Company, Inc. ("FIMCO" or "Adviser") and all of the outstanding stock
of First Investors Corporation ("FIC" or "Underwriter") and the Transfer Agent.
Mr. Glenn O. Head (and members of his family) and Mrs. Julie W. Grayson (as
executrix of the estate of her deceased husband, David D. Grayson) are
controlling persons of FICC and, therefore, jointly control the Adviser.  
 
  First Investors Life assumes all of the insurance risks under the Policy and
its assets support the Policy's benefits. At December 31, 1994, First Investors
Life had assets of over $393 million and over $2.939 billion of life insurance
in force. (See First Investors Life's financial statements under "Financial
Statements.")  

SEPARATE ACCOUNT B

  First Investors Life Insurance Company Separate Account B, also known by its
proprietary name, "Insured Series Plan"  ("Separate Account B"),  was
established on June 4, 1985 under the provisions of the New York Insurance Law.
Separate Account B is a separate investment account to which assets are
allocated to support the benefits under the Level Premium Variable Life
Insurance Policy (the "Policy") offered by First Investors Life.  Separate
Account B is registered as a unit investment trust under the Investment Company
Act of 1940, as amended (the "1940 Act"), but such registration does not involve
any supervision of the management or investment practices or policies of
Separate Account B.

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

  Any and all distributions received from a Series will be reinvested to
purchase additional shares of the distributing Series at net asset value for the
corresponding Subaccount.  Accordingly, no capital distributions are
anticipated.  Deductions and redemptions from any Subaccount of Separate Account
B may be effected by redeeming the number of applicable Series shares, at net
asset value, necessary to satisfy the amount to be deducted or redeemed.  Shares
of the Series in the Subaccounts will be valued at their net asset value.

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

                                       2
<PAGE>
 
     SEPARATE ACCOUNT                             FUND
       B SUBACCOUNT                              SERIES
    --------------------                    ----------------

  Blue Chip Subaccount                    Blue Chip Series
  Cash Management Subaccount              Cash Management Series
  Discovery Subaccount                    Discovery Series
  Government Subaccount                   Government Series
  Growth Subaccount                       Growth Series
  High Yield Subaccount                   High Yield Series
  International Securities Subaccount     International Securities Series
  Investment Grade Subaccount             Investment Grade Series
  Utilities Income Subaccount             Utilities Income Series


  The assets of Separate Account B are the property of First Investors Life.
Each Policy provides that the portion of the assets of Separate Account B equal
to the reserves and other liabilities under the Policy with respect to Separate
Account B shall not be chargeable with liabilities arising out of any other
business that First Investors Life may conduct. In addition to the net assets
and other liabilities for the Policies, the assets of Separate Account B include
amounts derived from expenses charged to Separate Account B by First Investors
Life (see "Charges and Expenses"). From time to time these additional amounts
will be transferred in cash by First Investors Life to its General Account.
Before making a transfer, First Investors Life will consider any possible
adverse impact that the transfer may have on Separate Account B.

  First Investors Life reserves the right to invest the assets of Separate
Account B in the shares of other investment companies or any other investment
permitted by law.  Such substitution would be made in accordance with the
provisions of the 1940 Act.

YOUR CHOICE OF INVESTMENT OBJECTIVE

  When a Policy is purchased, the Policyowner decides to place the net annual
premium (premium less certain deductions) into at least one but not more than
five of the Subaccounts of Separate Account B to support the Policy's benefits,
provided the allocation to any one Subaccount is not less than 10% of the net
premium.  The allocation is made on the Policy's first day and at the beginning
of each Policy year thereafter. A portion of the allocated amount covers the
cost of insurance protection.  That Subaccount in turn invests in the
corresponding Series of the Fund, as set forth above.  Twice a year, at any time
during the Policy year, the Policyowner may transfer all or part of the cash
value from one Subaccount to another provided the cash value is not allocated to
more than five of the Subaccounts, and provided the allocation to any one
Subaccount is not less than 10% of the cash value.  Each Subaccount corresponds
to a Series of the Fund.  The investment objectives of each Series of the Fund
which are offered to Policyowners of Separate Account B are set forth below.
See "The Fund."  There is no assurance that the investment objective of any
Series of the Fund will be realized.  Because each Series of the Fund is
intended to serve a different investment objective, each is subject to varying
degrees of financial and market risks.  When deciding which Subaccount to
utilize, a Policyowner should consider that the Policy's investment return will
affect the death benefit, the cash value and the loan value of the Policy.

                                       3
<PAGE>
 
  As an example, using the policies illustrated on pages 19 through 21, First
Investors Life would allocate to the selected Subaccount(s) the following
amounts for each Policy year:
<TABLE>
<CAPTION>
 
                  MALE ISSUE     MALE ISSUE     MALE ISSUE
                    AGE 10         AGE 25         AGE 40
   BEGINNING      $600 ANNUAL   $1,200 ANNUAL  $1,800 ANNUAL
   OF POLICY      PREMIUM FOR    PREMIUM FOR    PREMIUM FOR
     YEAR        STANDARD RISK  STANDARD RISK  STANDARD RISK
- ---------------  -------------  -------------  -------------
<S>              <C>            <C>            <C>
 
1st............        $170.81      $  508.46      $  927.23
2nd-4th........         489.00       1,008.00       1,527.00
5th and later..         513.00       1,056.00       1,599.00
 
</TABLE>

THE FUND

  First Investors Life Series Fund is a diversified open-end management
investment company registered under the 1940 Act.  The Fund consists of ten
separate Series, nine of which are offered to Policyowners of Separate Account
B.  Target Maturity 2007 Series, a series of the Fund, is not offered to
Policyowners of Separate Account B.  The shares of the Series are not sold
directly to the general public but are available only through the purchase of an
annuity contract or a variable life insurance policy issued by First Investors
Life.

  The investment objectives of each Series of the Fund which are offered to
Policyowners of Separate Account B are as follows:

  BLUE CHIP SERIES.  The investment objective of Blue Chip Series is to seek
high total investment return consistent with the preservation of capital.  This
goal will be sought by investing, under normal market conditions, primarily in
equity securities of larger, well-capitalized companies with high potential
earnings growth that have shown a history of dividend payments, commonly known
as "Blue Chip" companies.

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

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

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

                                       4
<PAGE>
 
  GROWTH SERIES.  The investment objective of Growth Series is to seek long-term
capital appreciation.  This goal will be sought by investing, under normal
market conditions, primarily in common stocks of companies and industries
selected for their growth potential.

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

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

  INVESTMENT GRADE SERIES.  The investment objective of the Investment Grade
Series is to seek a maximum level of income consistent with investment in
investment grade debt securities.

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

  No offer will be made of a Policy funded by the underlying Fund unless a
current Fund Prospectus has been delivered.

  For more complete information about each of the Series underlying Separate
Account B, including management fees and other expenses, see the Fund's
Prospectus.  The Prospectus details each Series' investment goals, management
strategies, investment restrictions, portfolio turnover, and the inherent market
and financial risks of an investment in the Series' shares. It is important to
read the Prospectus carefully before you decide to invest. Additional copies of
the Fund's Prospectus, which is attached hereto, may be obtained by writing to
First Investors Life Insurance Company, 95 Wall Street, New York, New York 10005
or by calling (212) 858-8200. There can be no assurance that any of the
objectives of the Series will be achieved.

CHANGES IN FUND INVESTMENT POLICIES AND RESTRICTIONS

  The investment policies and restrictions of the Series are set forth above and
within the Fund's Prospectus.  Fundamental policies of a Series may not be
changed without the approval of a majority vote of Policyowners investing in the
Subaccount which invests in that Series in accordance with the 1940 Act (see
"Voting Rights"). Changes in the investment policies or the adoption of new
investment policies may be made without such approval when required by state
insurance regulatory authorities. The investment policies may not be changed if
such change is disapproved by First Investors Life although any such disapproval
may not be unreasonable. Such a change would be disapproved only if it violated
state law or was prohibited by state regulatory authorities or if First
Investors Life determined that the change would have an adverse effect on its
general account because it would result in unsound or overly speculative
investments. If First Investors Life disapproves a change, a

                                       5
<PAGE>
 
summary of the change and the reasons for disapproval will be set forth in the
Proxy Statement for the Fund's next Special Meeting of Shareholders.

ADVISER
 
  First Investors Management Company, Inc., 95 Wall Street, New York, NY 10005,
a New York corporation, supervises and manages each Series' investments,
supervises all aspects of each Series operations and, except for INTERNATIONAL
SECURITIES SERIES and GROWTH SERIES, determines each Series' portfolio
transactions.  The Adviser serves as such under an advisory agreement dated June
13, 1994, which was approved, with respect to each Series, by the Fund's Board
of Trustees and by the shareholders of each Series.  See the Fund's Prospectus
for the amount of advisory fees paid by each Series for the fiscal year ended
December 31, 1994.  

SUBADVISER

  Wellington Management Company, 75 State Street, Boston, MA  02109 ("WMC" or
"Subadviser"), has been retained by the Adviser and the Fund on behalf of
INTERNATIONAL SECURITIES SERIES and GROWTH SERIES as each of those Series'
investment subadviser.  The Subadviser serves as such under a subadvisory
agreement dated June 13, 1994 which was approved by the Fund's Board of Trustees
and by the shareholders of the INTERNATIONAL SECURITIES SERIES and GROWTH
SERIES.  The Adviser has delegated discretionary trading authority to WMC with
respect to all the assets of INTERNATIONAL SECURITIES SERIES and GROWTH SERIES,
subject to the continuing oversight and supervision of the Adviser and the Board
of Trustees.  As compensation for its services, WMC is paid by the Adviser, and
not by either Series, a fee which is computed daily and paid monthly.

UNDERWRITER

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

                             CHARGES AND EXPENSES

  First Investors Life guarantees that it will not increase the amount of
premiums, charges deducted from premiums and the charges to the Subaccount(s)
for mortality and expense risks.

CHARGES DEDUCTED FROM PREMIUMS

  AMOUNT ALLOCATED TO SELECTED SUBACCOUNT. The amount allocated to the selected
Subaccount(s) for a standard mortality risk Policy is the annual premium you pay
less the premiums for any optional insurance benefits and less the charges
listed below, which are allocated to First Investors Life's General Account.

  ANNUAL CHARGE. A $30 charge, which will be made in each Policy year, is for
annual administrative expenses, including premium billing and collection,
recordkeeping, processing death benefit claims, cash surrenders and Policy
changes, reporting and other communications to Policyowners. This charge has
been set at a level that will recover no more than the actual costs associated
with administering the Policy.

                                       6
<PAGE>
 
  ADDITIONAL FIRST YEAR ADMINISTRATIVE CHARGE. A charge in the first Policy year
at the rate of $5 per $1,000 of initial face amount of insurance or a pro rata
portion thereof, is made to cover administrative expenses in connection with the
issuance of the Policy. Such expenses include medical examinations, insurance
underwriting costs, and costs incurred in processing applications and
establishing permanent Policy records. This charge has been set at a level that
will recover no more than the actual costs associated with administering the
Policy.

  SALES LOAD. A charge, which is deemed to be a "sales load" as defined in the
1940 Act, not to exceed the following percentages of the annual premium, will be
charged as follows:

         YEARS               MAXIMUM PERCENTAGES
         -----               -------------------

           1                          30%
           2-4                        10%
           5 and thereafter            6%

  The amount of the "sales load" in any Policy year is not specifically related
to sales expenses for that year. First Investors Life expects to recover its
distribution costs solely from sales charges over the life of the Policy.

  STATE PREMIUM TAX CHARGE. This charge is 2% of the annual premium. Premium
taxes vary from state to state and the 2% rate is the average rate expected to
be paid on premiums received in all states over the lifetime of the Insured
covered by the Policy.

  RISK CHARGE. This is a maximum 1.5% charge of the annual premium, to cover the
contingency that the Insured would die at a time when the guaranteed minimum
death benefit exceeds the death benefit which would have been payable in the
absence of the guaranteed minimum death benefit.
 
  OTHER CHARGES. The extra premium charged for sub-standard life insurance risk
and the charge for premiums not paid on an annual basis is deducted from the
gross premium upon receipt.  
 
  For the fiscal year ended December 31, 1994, First Investors Life received
$5,950,000 in sales charges and $350,000 in administrative fees.  

EXPENSES CHARGED TO SEPARATE ACCOUNT B

  CHARGE FOR MORTALITY AND EXPENSE RISKS. First Investors Life makes a daily
charge to each Subaccount for mortality and expense risks assumed by First
Investors Life. The charge is computed at an effective annual rate of .50% of
the value of the Subaccount's assets attributable to the Policies.

  The mortality risk assumed is that the Insured may live for a shorter period
of time than estimated and, therefore, a greater amount of death benefits than
expected will be payable in relation to the amount of the premiums received. The
expense risk assumed is that expenses incurred in issuing and administering the
Policies will be greater than estimated. First Investors Life will realize a
gain from this charge to the extent it is not needed to provide for benefits and
expenses under the Policies.

  COST OF INSURANCE. After the net annual premium is placed into Separate
Account B, a charge is made for the cost of insurance protection (see "Cost of
Insurance Protection").

  CHARGES FOR INCOME TAXES. First Investors Life currently does not charge
Separate Account B for its corporate Federal income taxes that may be
attributable to Separate Account B. However,

                                       7
<PAGE>
 
First Investors Life may make such a charge in the future. Charges for other
applicable taxes attributable to Separate Account B may also be made (see
"Charges for First Investors Life's Income Taxes").

EXPENSES CHARGED TO THE FUND

  BROKERAGE CHARGES. The Series bear the cost of brokerage commissions, transfer
taxes and other fees related to securities transactions.  See the Fund's
Statement of Additional Information for the amount of brokerage commissions paid
by the Series for the fiscal year ended December 31, 1994, all of which were
paid to unaffiliated dealers.

  OTHER CHARGES. Each Subaccount purchases shares of the corresponding Series at
net asset value. The net asset value of those shares reflects management fees
and expenses already deducted from the assets of the Series. Those fees and
expenses are described in detail in the Fund's Prospectus.

                           THE VARIABLE LIFE POLICY

GENERAL

  The following discussion summarizes important provisions of the Policy offered
by this Prospectus. Appendix I to this Prospectus contains summaries of other
provisions. These discussions assume that premiums have been duly paid and there
have been no Policy loans. The death benefit and cash value are affected if
premiums are not duly paid or if a Policy loan is made. For information about a
default in premium payment, see "Premiums-Default and Options on Lapse." For
loan information, see "Loan Provisions." Policy years and anniversaries will be
measured from the Date of Issue, and each Policy year will commence on the
anniversary of the Date of Issue.

DEATH BENEFIT

  The death benefit is the amount paid to the beneficiary at the death of the
Insured. It will be the sum of the Guaranteed Insurance Amount (face amount of
the Policy) plus, if positive, the variable insurance amount for each selected
Subaccount as described below. The benefit will be increased to reflect any
insurance on the life of the Insured added by rider and any premium paid which
applies to a period of time beyond the Policy month in which the Insured dies.
It will be reduced by any Policy loan and loan interest and any unpaid premium
which applies to a period prior to and including the Policy month in which the
Insured dies.

  Generally, payment is made within seven days after all claim requirements are
received by First Investors Life at its Home Office. Interest is paid on death
proceeds from the date of death until payment is made at the annual rate First
Investors Life is paying under the payment option when proceeds are left on
deposit with First Investors Life, or at a higher rate if required by law.

  THE GUARANTEED MINIMUM. The death benefit is guaranteed never to be less than
the Policy's face amount. The Policy's face amount is constant throughout the
life of the Policy. During the first Policy year, the death benefit is equal to
the Guaranteed Insurance Amount. Thereafter, the death benefit is determined on
each Policy anniversary, and it remains level during the following Policy year.
The death benefit payable, therefore, depends on the Policy year in which the
Insured dies.

  THE VARIABLE INSURANCE AMOUNT. The death benefit is made up of two parts: the
Guaranteed Insurance Amount and, if positive, the variable insurance amount for
each selected

                                       8
<PAGE>
 
Subaccount.  The variable insurance amount reflects the investment results of
the selected Subaccount(s). During the first Policy year, the death benefit is
the Guaranteed Insurance Amount because the variable insurance amount is zero.
On the first Policy anniversary, and on each anniversary thereafter, the
investment results for the preceding Policy year are ascertained. If the net
investment return ("Net Investment Return") for each selected Subaccount is 4%,
then the variable insurance amount does not change.

  If the Net Investment Return for each selected Subaccount for the preceding
Policy year is greater than 4%, the variable insurance amount increases. If the
Net Investment Return is less than 4%, the variable insurance amount decreases
(but the death benefit never goes below the Guaranteed Insurance Amount). The
variable insurance amount is set on each Policy anniversary and remains at that
amount until the next Policy anniversary. The percentage change in the death
benefit is not the same as the Net Investment Return.

  The change in the variable insurance amount on a Policy anniversary equals the
amount of insurance purchased under a Policy or the amount of insurance coverage
cancelled under a Policy which results from positive or negative investment
return, respectively. To calculate the change in the variable insurance amount,
First Investors Life uses a net single premium per $1 of paid-up whole life
insurance based on the Insured's age at the anniversary. Thus, if the investment
return for a male age 25 is $100, positive or negative, the variable insurance
amount will increase or decrease by $542 (see net single premium amounts on next
page).

  For example, using the policy illustration for a male issue age 25 on Page 20,
and assuming the 8% hypothetical gross annual investment return (equivalent to a
Net Investment Return of approximately 6.55%), the change in the variable
insurance amount on the 6th Policy anniversary and the change on the 12th Policy
anniversary are calculated as follows:
<TABLE>
<CAPTION>
 
                                    CALCULATION OF CHANGE IN
                                  VARIABLE INSURANCE ADJUSTMENT
                                   AMOUNT AT END OF POLICY YEAR
                                  ------------------------------
                                             6          12
                                        ---------  ----------
<S>     <C>                             <C>        <C>
(1)     Cash Value End of Prior Year.   $4,972.00  $14,529.00
(2)     Net Premium..................    1,056.00    1,056.00
(3)     Benefit Base Beginning of
        Current Policy Year: (1)+(2).    6,028.00   15,585.00
(4)     Actual Net Rate of Return
        (.064399) less the Base
        Rate of Return which is the
        Assumed Rate (.04)...........     .024399     .024399
(5)     Investment Return (3)x(4)....      147.08      380.25
(6)     Net Single Premium at
        End of Current Year..........     0.22416     0.27338
(7)     Change in Variable Adjustment
        Amounts (5) divided by (6)...   $  656.14  $ 1,390.92
</TABLE>

Figures are rounded.

  It should be noted that, as shown in the table below, the net single premium
increases as the Insured advances in age and thus larger dollar amounts of
investment return are required each year to result in the same increases in the
variable insurance amount.

  NET SINGLE PREMIUM. A Policy includes a table of net single premiums used to
convert the investment return for a Policy into increases or decreases in the
variable insurance amount. This

                                       9
<PAGE>
 
purchase basis does not depend upon the risk classification of a Policy or any
changes in the Insured's health after issue of a Policy. The net single premium
will be lower for a Policy issued to a female than for a Policy issued to a
male, as shown below.
<TABLE>
<CAPTION>
                                                     VARIABLE INSURANCE
                                                     ADJUSTMENT AMOUNT
                             NET SINGLE PREMIUM    PURCHASED OR CANCELLED
           MALE             PER $1.00 OF VARIABLE       BY $1.00 OF
       ATTAINED AGE           INSURANCE AMOUNT       INVESTMENT RETURN
- --------------------------  ---------------------  ----------------------
<S>                         <C>                    <C>
 
            5                             $.09884                  $10.12
            15                             .13693                    7.30
            25                             .18452                    5.42
            35                             .25593                    3.91
            45                             .35291                    2.83
            55                             .47352                    2.11
            65                             .60986                    1.64

<CAPTION>  
                                                     VARIABLE INSURANCE
                                                     ADJUSTMENT AMOUNT
                             NET SINGLE PREMIUM    PURCHASED OR CANCELLED
          FEMALE            PER $1.00 OF VARIABLE       BY $1.00 OF
       ATTAINED AGE           INSURANCE AMOUNT       INVESTMENT RETURN
- --------------------------  ---------------------  ----------------------
<S>                         <C>                     <C>  
            5                             $.08195                  $12.20
            15                             .11326                    8.83
            25                             .15684                    6.38
            35                             .21872                    4.57
            45                             .30185                    3.31
            55                             .40746                    2.45
            65                             .54017                    1.85
</TABLE>

  The variable insurance amount is cumulative and reflects the accumulation of
increases and decreases from past Policy years. The amount may be positive or
may be negative, depending on the investment performance of the designated
Subaccount(s) during the time the Policy is in force. If, at the time of the
Insured's death, the variable insurance amount is negative, then the insurance
benefit is the Guaranteed Insurance Amount. Good investment performance must
first offset any negative variable insurance amount before there can be a
positive amount.

  An example of the death benefit using the policy illustration for a male issue
age 25 on Page 20, and assuming the 8% hypothetical gross annual investment
return (equivalent to a Net Investment Return of approximately 6.55%), the death
benefit shown for the end of Policy year 5 would increase to the amount shown
for the end of Policy year 6 for the Policy, as follows:
<TABLE>
<CAPTION>
 
                        GUARANTEED                       
                        INSURANCE        VARIABLE        
    VARIABLE LIFE         AMOUNT     +   INSURANCE     =      DEATH
        POLICY           MINIMUM          AMOUNT             BENEFIT
- ----------------------  ----------       ---------           -------
<S>                     <C>              <C>                 <C>
End of Policy Year 5..     $51,908          $1,489           $53,398
Increase..............          --             657               657  (1.2% Increase)
End of Policy Year 6..     $51,908          $2,146           $54,055
 
</TABLE>

  If, instead, the gross annual investment return in the year illustrated had
been 0% (equivalent to a Net Investment Return of approximately -1.45%), the
death benefit would have decreased by $1,464 (a 2.7% decrease), and the death
benefit for the end of Policy year 6 would have been $51,934.

  At a given Net Investment Return rate, the dollar amount of an increase or
decrease in the variable insurance amount is greater when assets in the
Subaccount(s) supporting the death benefit

                                       10
<PAGE>
 
under a Policy are greater. Therefore, the change in the variable insurance
amount (which affects the change in the death benefit) is greater in the later
Policy years when those assets are higher in relation to the death benefit, than
in the early Policy years when those assets are relatively low.

  For example, as shown in the example above for a male issue age 25 assuming
the 8% hypothetical gross annual investment return (equivalent to a Net
Investment Return of approximately 6.55%), the death benefit for the end of
Policy year 6 is 1.2% higher than the death benefit for the end of Policy year
5. The death benefit for that Policy at the end of Policy year 12, assuming the
8% hypothetical gross annual investment return, would be 2.4% higher than the
death benefit for the end of Policy year 11 (not shown on Page 20), as follows:
<TABLE>
<CAPTION>
 
                         GUARANTEED                         
                         INSURANCE          VARIABLE        
     VARIABLE LIFE         AMOUNT      +    INSURANCE     =      DEATH
        POLICY            MINIMUM            AMOUNT             BENEFIT
- -----------------------  ----------         ---------           -------
<S>                      <C>                <C>                 <C>
End of Policy Year 11..     $51,908            $7,258           $59,166
Increase...............          --             1,391             1,391  (2.4% Increase)
End of Policy Year 12..     $51,908            $8,649           $60,557
 
</TABLE>

  Where a Policy's death benefit for a Policy year (after the first Policy year)
was equal to the Guaranteed Insurance Amount because the variable insurance
amount was negative, the death benefit would increase above the Guaranteed
Insurance Amount on a Policy anniversary only if the Net Investment Return for
the preceding Policy year was sufficiently greater than 4% to result in a
positive variable insurance amount and, accordingly, a death benefit above the
Guaranteed Insurance Amount. For example, assume the Policy for a male issue age
25 illustrated on Page 20 had a 0% hypothetical gross annual investment return
for the first five policy years (which results in a negative variable insurance
amount). In order for there to be an increase in the death benefit above the
Guaranteed Insurance Amount for Policy year 7 (the amount shown for the end of
Policy year 6), the Net Investment Return for Policy year 6 would have to be at
least 17.5%.

  NET INVESTMENT RETURN. On each Policy anniversary, the Net Investment Return
of the designated Subaccount(s) is computed separately for each Policy. The Net
Investment Return reflects the investment performance of each selected
Subaccount from the first day of the Policy year until the last day of the
Policy year. It reflects each Subaccount's:

  Investment income (net of Series expenses);
  Plus realized and unrealized capital gains;
  Minus realized and unrealized capital losses;
  Minus charges, if any, for taxes;
  Minus a charge not exceeding .50% per year for mortality, expenses and other
  risks.

  The method of calculating the Net Investment Return is detailed in the Policy.
The Net Investment Return for a Policy year is not the same as the Net
Investment Return for the Subaccount(s) for a calendar year unless a Policy's
anniversary is the last day of the calendar year.

  VALUATION OF ASSETS. For purposes of computing the Net Investment Return, the
value of the assets of each Subaccount are determined as of the close of
business on each business day.

  First Investors Life daily calculates the asset valuation of each Subaccount.
The net asset value of a Series share is determined by the Series in the manner
set forth in the Fund's prospectus.

                                       11
<PAGE>
 
CASH VALUE

  AMOUNT OF CASH VALUE. The cash value of the Policy on any date is the sum of
the cash value you have in each Subaccount in which you have invested. The
amounts of the cash value you have in each Subaccount will vary daily depending
on investment experience. The cash value of each Subaccount at the end of each
Policy year is the amount of the tabular cash value attributable to the
Subaccount(s) on that date plus or minus the net single premium for the current
variable insurance amount attributable to the Subaccount(s) on that date. If the
date is other than the Policy anniversary date, the cash value will be increased
or decreased depending on the investment results of the Subaccount(s) selected
for the time elapsed since the last Policy anniversary. This assumes that no
premium is due and unpaid. In calculating the cash value, adjustments are made
for the net premium, the investment results and the cost of insurance
protection. (See below for an explanation of the Cost of Insurance Protection.)

  For example, using the Policy illustration for a male issue age 25 on Page 20,
and assuming the 8% hypothetical gross annual investment return (equivalent to a
Net Investment Return of approximately 6.55%), the cash value shown for the end
of Policy year 5 would increase to the amount shown for the end of Policy year 6
for the Policy as follows:
<TABLE>
<CAPTION>
 
<C>    <S>                                                         <C>
  (1)  Cash Value End of Prior Year..............................  $  4,972
  (2)  Net Premium...............................................     1,056
  (3)  Benefit Base Beginning of Current Policy Year 6: (1)+(2)..     6,028
  (4)  Actual Rate of Return.....................................   .064399
  (5)  Actual Investment Return (3)x(4)..........................       388
  (6)  Benefit Base End of Policy Year 6: (3)+(5)................     6,416
  (7)  Cost of Insurance During Policy Year 6....................        84
  (8)  Cash Value End of Policy Year 6: (6)-(7)..................     6,332
</TABLE>

  The cash value is not guaranteed. The Policy offers the possibility of cash
value appreciation resulting from good investment performance, although there is
no assurance that such appreciation will occur. It is also possible, due to poor
investment performance, for the cash value to decline to the point of having no
value. The Policyowner bears all the investment risk as to the amount of the
cash value. It is unlikely that the Policy will have any cash value until the
later months of the first Policy year (see "Additional First Year Administrative
Charge"). The cash value stated in the illustrations on Pages 19 to 21 and Pages
30 to 32 are at the end of the Policy years shown, assuming the various
hypothetical investment returns, the cash value as of the end of the preceding
Policy year, adjusted to reflect the Net Investment Return of each Subaccount in
which you have invested, the cost of the insurance protection and premiums paid
since the Policy's last anniversary.

  TRANSFER RIGHTS. Twice a year, at any time during the Policy year, you may
transfer part or all of your cash value from the Subaccounts you are in to any
other Subaccounts provided the cash value is not allocated to more than five of
the Subaccounts.

  SURRENDER FOR CASH VALUE. The Policyowner may surrender the Policy for its
cash value at any time while the Insured is living. The amount payable will be
the cash value next computed after the request is received at the Home Office of
First Investors Life. Surrender will be effective on the date First Investors
Life has received both the Policy and a written request in a form acceptable to
First Investors Life. First Investors Life will usually pay the surrender value
within 7 days, but payment may be delayed when First Investors Life is not able
to determine the amount because the New York Stock Exchange is closed for
trading or the Securities and Exchange Commission determines that a state of
emergency exists.

                                       12
<PAGE>
 
COST OF INSURANCE PROTECTION

  First Investors Life issues variable life insurance policies to individuals
with standard mortality risks and to individuals with higher mortality risks, as
permitted by First Investors Life's underwriting rules. A higher gross premium
is charged for the person with the higher mortality risk. Given the same age,
sex and insurance face amount, the net annual premium going into the
Subaccount(s) is the same for the standard risk and the higher risk person.
Also, the cost of insurance deducted from the Subaccount(s) (item 7 in the
example above) would be the same for each such individual. First Investors Life
uses the 1980 Commissioners' Standard Ordinary Mortality Table to actuarially
compute the cost of insurance for each Policy, except mortality rates for
extended term insurance are from the Commissioners' 1980 Extended Term Table.
The cost is based on the net amount of insurance at risk (the Policy's face
amount plus the variable insurance amount less the cash value) and the person's
sex and attained age. The amount that is deducted each year is different because
as the person's age increases the probability of death generally increases. The
net amount of insurance at risk may decrease or increase each year depending on
investment experience of the selected Subaccount(s).

LOAN PROVISION

  LOAN PRIVILEGE. The Policyowner may borrow up to 75% of the cash value during
the first three Policy years or 90% of the cash value after the first three
Policy years upon assignment to First Investors Life of the Policy as sole
security. Interest will be charged daily at an effective annual rate of 6%
compounded on each Policy anniversary. In general, the loan amount is sent
within seven days of receipt of the request. Except when used to pay premiums, a
new loan will not be permitted unless it is at least $100. The Policyowner may
repay all or a portion of any loan and accrued interest while the Insured is
living and the Policy is in force.

  EFFECT OF LOAN. A loan does not affect the amount of the premiums due. When a
loan is taken out, a portion of the cash value equal to the loan is transferred
from the Subaccount(s) to First Investors Life's General Account. Loans will be
charged to each Subaccount in proportion to the investment in each Subaccount as
of the date of the Policy loan. The amount maintained in the General Account
will not be credited with the Net Investment Return earned by Subaccount(s)
during the period the loan is outstanding. Instead, it grows at the assumed
interest rate of 4%, in accordance with the tabular cash value calculations as
filed with the state insurance departments. Therefore, a Policy's death benefit
above the Guaranteed Insurance Amount and a Policy's cash value are permanently
affected by any loan whether or not repaid in whole or in part.

  Recall that the death benefit is made up of two parts: the Guaranteed
Insurance  Amount and, if positive, the variable insurance amount (see "The
Guaranteed Minimum" and "The Variable Insurance Amount"). The cash value, the
variable insurance amount and the death benefit in excess of the Guaranteed
Insurance Minimum, if any, are dependent upon the Net Investment Return of the
Subaccount(s). During periods of favorable investment return (a net rate of
return greater than 4%), an outstanding Policy loan will result in lower Policy
values than would have otherwise resulted in the absence of any indebtedness.

  For example, use the Policy for a male issue age 25 illustrated on Page 20,
and assume the 8% gross annual investment return and that a $3,000 loan was made
at the end of Policy year 9. For the end of Policy year 10, the death benefit
and cash value would be $57,612 and $12,612, respectively. (The outstanding
indebtedness would be deducted from these amounts upon death or surrender.) The
differences between these amounts and the $57,898 death benefit and $12,685 cash

                                       13
<PAGE>
 
value shown on Page 20 for Policy year 10 result because the portion of the cash
value equal to the indebtedness which is transferred from the Subaccount(s) does
not reflect the Subaccount(s) Net Investment Return of approximately 6.55%.

  However, outstanding indebtedness will diminish the adverse effect on Policy
values during a period of unfavorable investment return (a net rate of return
less than 4%) because the portion of the cash value transferred from the
Subaccount(s) to the General Account will grow at the assumed rate of 4%. Thus,
a Policy loan can protect the cash value from decreasing if the Net Investment
Return is less than 4%.

  Interest will be charged daily at an effective annual rate of 6% compounded on
each Policy anniversary. Interest is payable at the end of each Policy year and
on the date the loan is repaid. If interest is not paid when due, the loan will
be increased by that amount and an equivalent amount of cash value will be
transferred from the Subaccount(s) to the General Account. Loan repayments will
be credited to each Subaccount in proportion to the investment in each
Subaccount as of the date of repayment.

  The amount of any outstanding loan plus interest is subtracted from the death
benefit or the cash value on payment.  Whenever the then outstanding loan with
accrued interest equals or exceeds the cash value, the Policy terminates 31 days
after notice has been mailed by First Investors Life to the Policyowner and any
assignee of record at their last known addresses, unless a repayment is made
within that period.
 
  As of December 31, 1994, loans in the aggregate amount of $5,814,229 were
outstanding.  During the year 1994, First Investors Life received $257,934 in
interest on outstanding loans.  As of December 31, 1994, there were no loans in
default.  

PREMIUMS

  ALLOCATION OF PREMIUM. At the time of application, the Policyowner decides to
place his or her net annual premium (see "Charges Deducted from Premiums") into
any one or more of the Subaccounts.  The death benefit and cash value may
increase or decrease depending on the investment performance of the chosen
Subaccount(s).

  PAYMENT PERIODS AND FREQUENCY. Premiums are payable annually or may be paid
more frequently as elected by the Policyowner. Payments are due on or before the
due dates as specified in the Policy at the Home Office of First Investors Life.
Premium payments received before they are due will be placed in First Investors
Life's General Account. On the day the premium payment is due, the premium will
be credited to the Subaccount(s) selected by the Policyowner. Premiums for the
Policy are payable for twelve years. A refund will be made of premiums paid
which are applicable to any period which extends beyond the end of the month in
which the Insured's death occurs.

  LEVEL PREMIUMS. The level premiums act as an averaging device to cover
expenses, which are highest in the early Policy years, and the cost of the
mortality risk, which increases with age. Thus, in the early Policy years,
premiums are higher than needed to pay death claims, while in the later years
premiums are less than required to meet the death claims. Accordingly, the
assets allocated to the Subaccount(s) in the early Policy years are used in part
to support the expected death claims in those years, with the balance
accumulated as a reserve to help meet the death claims in the later Policy
years. Also, assets are allocated to First Investors Life's General Account to
accumulate as a reserve to cover the contingency that the Insured will die at a
time when the guaranteed minimum death benefit exceeds the death benefit which
would have been payable in the absence of such

                                       14
<PAGE>
 
guarantee. In setting its premium rates, First Investors Life took into
consideration actuarial estimates of death and surrender benefits, lapses,
expenses, investment experience and an amount to be contributed to First
Investors Life's surplus.

  PREMIUM RATES. When payments are made on other than an annual basis, the
aggregate premium amounts for a Policy year are higher, reflecting charges for
loss of interest and additional billing and collection expenses.  The additional
charge is deducted from these premiums when they are received.

                         PREMIUMS ON INSTALLMENT BASIS
                    (AS A PERCENTAGE OF AN ANNUAL PREMIUM)
<TABLE>
<CAPTION>
 
                                              AGGREGATE PREMIUMS
FREQUENCY                       EACH PREMIUM   FOR POLICY YEAR
- ------------------------------  -------------  ----------------
<S>                             <C>           <C>
      Annual..................        100.00%           100.00%
      Semiannual..............         51.00            102.00
      Quarterly...............         26.00            104.00
      Pre-authorized Monthly..          8.83            105.96
 
</TABLE>
  Under a pre-authorized monthly plan, premiums are automatically paid by
charges made against the Policyowner's bank account.

  AUTOMATIC PREMIUM LOAN PROVISION. Any premium not paid before the end of the
grace period (described below) will be paid by charging the premium as a Policy
loan against the Policy provided the Automatic Premium Loan provision has been
elected in the application for the Policy or is elected in writing and received
by First Investors Life at its Home Office while no premium is in default;
provided, the resulting Policy loan and loan interest to the next premium due
date do not exceed the loan value.

  The Automatic Premium Loan Provision may be revoked at any time by written
request from the Policyowner received by First Investors Life at its Home
Office.

  DEFAULT AND OPTIONS ON LAPSE. A premium not paid on or before its due date is
in default, but the Policy provides for a 31-day grace period for the payment of
each premium after the due date. The insurance continues in force during the
grace period, but, if the Insured dies during the grace period, the portion of
the premium due which is applicable to the period from the premium due date to
the end of the Policy month in which death occurs is deducted from the death
benefit.

  Within 60 days after the date of default, if a Policy is not surrendered, the
cash value less any loans and interest may be applied to purchase continued
insurance. The options are for reduced paid-up whole life insurance or extended
term insurance. Under the Policy, the extended term insurance option would be
the automatic option if no other election was selected. However, that option is
available only in standard risk cases. If the Policy was rated for extra
mortality risks, the paid-up insurance will be the automatic option, unless
paid-up insurance provides equal or more insurance. Both options are for fixed
life insurance and neither option requires the further payment of premiums.

  The reduced paid-up whole life insurance option provides a fixed and level
amount of paid-up whole life insurance. The amount of coverage will be that
which the surrender value on the date the option becomes effective will
purchase. The extended term insurance option provides a fixed and level amount
of term insurance equal to the death benefit (less any indebtedness) as of the
date the option

                                       15
<PAGE>
 
became effective. The insurance coverage under this option will continue for as
long a period as the surrender value on such date will purchase.

  For example, use the Policy for a male issue age 25 illustrated on Page 20 and
assume the 0% and 8% hypothetical gross annual investment returns. If an option
became effective at the end of Policy year 5, the fixed insurance coverage under
these Policies would be as follows:
<TABLE>
<CAPTION>
 
<S>                            <C>            <C>
                                          0%             8%
                                    -------        -------
  Cash Value.................       $ 3,992        $ 4,972
  Reduced Paid-up Insurance..        18,406         22,925
                                   for life       for life
  Extended Term Insurance....        51,908         53,398
                               for 25 years   for 28 years
</TABLE>

  A Policy continued under either option may be surrendered for its cash value
while the Insured is living. Loans are available under the reduced paid-up whole
life insurance option, but not under the extended term insurance option.

  REINSTATEMENT. A Policy not surrendered for its cash value may be reinstated
within five years from the date of default in accordance with the Policy. To
reinstate, the Policyowner must present evidence of insurability acceptable to
First Investors Life and must pay to First Investors Life the greater of (a) (i)
all premiums from the date of default with interest to the date of reinstatement
plus (ii) any Policy debt (plus interest to the date of reinstatement) in effect
when the Policy was continued as paid up insurance or extended term insurance;
or (b) 110% of the increase in cash value resulting from reinstatement. Any
Policy debt that arose after the Policy was continued as paid up insurance and
in effect immediately before reinstatement is then added to the greater of (a)
or (b) to comprise the payment required. Interest is calculated at the rate of
6% per year compounded annually.
 
  For the fiscal year ended December 31, 1994, First Investors Life received
$26,505,000 in premiums from Policyowners.  

CANCELLATION RIGHTS

  The Policyowner has a limited right to cancel and return the Policy to First
Investors Life. The Policyowner may examine the Policy and at any time within 10
days after receipt of the Policy or notice of right of withdrawal, or within 45
days after completion of Part I of the application for the Policy, whichever is
later, return it to First Investors Life or to the agent of First Investors Life
through whom it was purchased with a written request for cancellation and obtain
a full refund of the premiums paid.

EXCHANGE PRIVILEGE

  Provided premiums are duly paid, within twenty-four months after the issue
date shown in the Policy, the Policyowner may exchange the Policy for a
permanent fixed life insurance policy specified in the Policy on the Insured's
life. Evidence of insurability is not required to exercise this privilege. The
new policy will have a level face amount equal to the face amount of the Policy
and the same benefit riders, issue dates and risk classification for the Insured
as the Policy. Premiums for the new policy will be based on the premium rates
for the new policy which were in effect on the Policy date. The Policyowner may
elect either a continuous-premium policy or a limited-payment policy.

                                       16
<PAGE>
 
  In some cases, there may be a cash adjustment on exchange. The adjustment will
be the Policy's surrender value minus the new policy's tabular cash value. If
the result is positive, First Investors Life must pay the owner; if the result
is negative, the owner must pay First Investors Life. First Investors Life will
determine the amount of a cash adjustment as of the date the Policy and written
request is received by First Investors Life at its Home Office.

  The foregoing description of Policy provisions is qualified by reference to a
specimen of the Policy which has been filed as an exhibit to the Registration
Statement of Separate Account B. Settlement options, optional insurance benefits
and general provisions of the Policies are discussed under Appendix I.

                       ILLUSTRATIONS OF DEATH BENEFITS,
                     CASH VALUES AND ACCUMULATED PREMIUMS

  The tables on Pages 19 to 21 illustrate the way in which the Policy operates.
They show how the death benefit and the cash value may vary over an extended
period of time assuming the Subaccount(s) experience hypothetical rates of
investment return (i.e., investment income and capital gains and losses,
realized or unrealized) equivalent to constant gross annual rates of 0%, 4% and
8%. The cash value on any day within a Policy year equals the cash value as of
the end of the preceding Policy year, adjusted to reflect the Subaccount(s) Net
Investment Return, the cost of the insurance protection and premiums paid since
the Policy's last anniversary. The tables are based on annual premiums of $600,
$1,200 and $1,800 to assist in a comparison of the death benefits and cash
values under the Policy with those under other variable life insurance policies
which may be issued by First Investors Life or other companies. The death
benefit and cash value for the Policy would be different from those shown if
premiums are paid more frequently than annually or if the actual rates of
investment return applicable to the Policy averaged 0%, 4% or 8% over a period
of years, but nevertheless fluctuated above or below that average for individual
Policy years. Please refer to Pages 30 to 32 for additional illustrations of
death benefits, cash values and accumulated premiums which assume a hypothetical
gross annual investment return of 0%, 6% and 12%.


The constant gross annual rate of investment return of 0%, 4% and 8% is reduced
by the following:

  1.   A daily charge to the Subaccount(s) for mortality and expense risks and
       other contingencies equivalent to an annual charge of .50% at the
       beginning of each year.
 2.    An investment advisory fee of 0.75% of each underlying Series' average
       daily net assets.
 3.    Assumed operating expenses of 0.20% of each underlying Series' average
       daily net assets.

  Taking into account all of these charges, the gross annual rates of investment
return of 0%, 4%, and 8% correspond to net annual rates of approximately -1.45%,
2.55% and 6.55%, respectively. The tables reflect that no charge is currently
made to the Subaccount(s) for First Investors Life's corporate Federal income
taxes. However, First Investors Life may make such charges in the future which
would require higher rates of investment return in order to produce after-tax
returns of 0%, 4% and 8% (see "Charges for First Investors Life's Income
Taxes").

  The second column of each table shows the amount which would be accumulated if
the annual premium (gross amount) was invested to earn interest, after taxes, at
5% compounded annually.  For a further discussion of illustrations of death
benefits, cash values and accumulated premiums, see Appendix II.

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

                                       17
<PAGE>
 
  First Investors Life will furnish upon request a comparable illustration using
the proposed Insured's age and the face amount or premium amount requested, and
assuming that premiums are paid on an annual basis and the proposed Insured is a
standard risk. In addition, a comparable illustration will be included at the
delivery of the Policy if a purchase is made, reflecting the Insured's risk
classification.

                                       18
<PAGE>
 
                               MALE ISSUE AGE 10
                   $600 ANNUAL PREMIUM FOR STANDARD RISK (1)
            $39,638 FACE AMOUNT (GUARANTEED MINIMUM DEATH BENEFIT)
<TABLE>
<CAPTION>
                                                    
                                                                     
                                    TOTAL                       DEATH BENEFIT (2)                     CASH VALUES (2)  
       END OF                     PREMIUMS            ASSUMING HYPOTHETICAL GROSS (AFTER     ASSUMING HYPOTHETICAL GROSS (AFTER
       POLICY        PREMIUM      PAID PLUS            TAX) ANNUAL INVESTMENT RETURN OF      TAX) ANNUAL INVESTMENT A RETURN OF 
        YEAR           DUE      INTEREST AT 5%           0%        4%          8%             0%          4%            8%
      -------        --------  --------------          -------   -------    --------         ------     -------       -------
<S>                  <C>       <C>                     <C>       <C>        <C>              <C>        <C>           <C>
 
         1             $600         $   630          $39,638   $39,638    $ 39,673            $  138     $   145       $   152
         2              600           1,291           39,638    39,638      39,798               586         617           650
         3              600           1,986           39,638    39,638      40,014             1,023       1,098         1,176
         4              600           2,715           39,638    39,638      40,321             1,450       1,585         1,730
         5              600           3,481           39,638    39,638      40,720             1,889       2,104         2,339
         6              600           4,285           39,638    39,638      41,213             2,316       2,629         2,981
         7              600           5,129           39,638    39,638      41,799             2,734       3,163         3,658
         8              600           6,016           39,638    39,638      42,479             3,143       3,707         4,374
         9              600           6,947           39,638    39,638      43,253             3,547       4,263         5,132
         10             600           7,924           39,638    39,638      44,120             3,946       4,832         5,936
                                                                                    
         15               0          11,608           39,638    39,638      49,496             4,473       6,382         9,133
                                                                                    
         20               0          14,816           39,638    39,638      55,625             4,010       6,971        12,064
                                                                                    
         25               0          18,909           39,638    39,638      62,507             3,610       7,646        15,998
                                                                                    
         30               0          24,133           39,638    39,638      70,244             3,244       8,369        21,173
                                                                                    
         Attained                                                                   
         Age                                                                        
         65               0          81,723           39,638    39,638     126,226             1,685      11,721        76,980
 
</TABLE>
(1)  Corresponds to $306.00 semiannually, $156.00 quarterly, or $52.98 monthly.
(2)  Assumes no policy loan is made.

Hypothetical rates of interest are illustrative only and are not a
representation of past or future rates of return. They are after deduction of
tax charges but before any other expenses charged against the Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No representation can be made by First Investors Life or the Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       19
<PAGE>
 
                               MALE ISSUE AGE 25
                  $1,200 ANNUAL PREMIUM FOR STANDARD RISK (1)
            $51,908 FACE AMOUNT (GUARANTEED MINIMUM DEATH BENEFIT)
<TABLE>
<CAPTION>

                                   TOTAL                 DEATH BENEFIT (2)                         CASH VALUES (2)  
    END OF                        PREMIUMS        ASSUMING HYPOTHETICAL GROSS (AFTER        ASSUMING HYPOTHETICAL GROSS (AFTER
    POLICY         PREMIUM       PAID PLUS         TAX) ANNUAL INVESTMENT RETURN OF          TAX) ANNUAL INVESTMENT A RETURN OF 
    YEAR             DUE       INTEREST AT 5%         0%            4%          8%             0%         4%          8%
    ------         -------     -------------      ----------     -------    --------         ------    -------     -------     
<S>                <C>         <C>                <C>            <C>        <C>              <C>       <C>         <C> 
       1           $1,200         $ 1,260          $51,908       $51,908    $ 51,973         $  409    $   429     $   449
       2            1,200           2,583           51,908        51,908      52,154          1,308      1,385       1,462
       3            1,200           3,972           51,908        51,908      52,451          2,197      2,366       2,543
       4            1,200           5,431           51,908        51,908      52,864          3,076      3,375       3,695
       5            1,200           6,962           51,908        51,908      53,398          3,992      4,459       4,972
       6            1,200           8,570           51,908        51,908      54,054          4,897      5,572       6,332
       7            1,200          10,259           51,908        51,908      54,832          5,791      6,713       7,778
       8            1,200          12,032           51,908        51,908      55,732          6,673      7,882       9,315
       9            1,200          13,893           51,908        51,908      56,754          7,544      9,080      10,949
       10           1,200          15,848           51,908        51,908      57,898          8,404     10,308      12,685
                                                                                        
       15               0          23,217           51,908        51,908      64,950          9,524     13,635      19,577
                                                                                        
       20               0          29,631           51,908        51,908      72,999          8,504     14,836      25,762
                                                                                        
       25               0          37,818           51,908        51,908      82,058          7,539     16,033      33,680
                                                                                        
       30               0          48,266           51,908        51,908      92,259          6,628     17,185      43,687
                                                                                        
       Attained                                                                         
       Age                                                                              
       65               0          78,620           51,908        51,908     116,712          4,947     19,096      71,178
 
</TABLE>
(1)  Corresponds to $612.00 semiannually, $312.00 quarterly, or $105.96 monthly.
(2)  Assumes no policy loan is made.

Hypothetical rates of interest are illustrative only and are not a
representation of past or future rates of return. They are after deduction of
tax charges but before any other expenses charged against the Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No representation can be made by First Investors Life or the Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       20
<PAGE>
 
                               MALE ISSUE AGE 40
                  $1,800 ANNUAL PREMIUM FOR STANDARD RISK (1)
            $47,954 FACE AMOUNT (GUARANTEED MINIMUM DEATH BENEFIT)
<TABLE>
<CAPTION>

                                 TOTAL                    DEATH BENEFIT (2)                         CASH VALUES (2)  
    END OF                     PREMIUMS           ASSUMING HYPOTHETICAL GROSS (AFTER        ASSUMING HYPOTHETICAL GROSS (AFTER
    POLICY        PREMIUM      PAID PLUS          TAX) ANNUAL INVESTMENT RETURN OF          TAX) ANNUAL INVESTMENT A RETURN OF 
     YEAR          DUE        INTEREST AT 5%           0%        4%          8%                0%          4%            8%
    ------        -------     --------------        -------   -------     -------           -------     -------       -------
<S>               <C>         <C>                   <C>       <C>         <C>               <C>         <C>           <C>   
      1           $1,800         $ 1,890            $47,954   $47,954     $48,027           $   762     $   799       $   835
      2            1,800           3,874             47,954    47,954      48,206             2,097       2,225         2,355
      3            1,800           5,958             47,954    47,954      48,492             3,406       3,678         3,964
      4            1,800           8,146             47,954    47,954      48,883             4,689       5,161         5,667
      5            1,800          10,443             47,954    47,954      49,386             6,020       6,747         7,549
      6            1,800          12,856             47,954    47,954      49,999             7,328       8,367         9,543
      7            1,800          15,388             47,954    47,954      50,724             8,615      10,023        11,656
      8            1,800          18,048             47,954    47,954      51,560             9,884      11,717        13,898
      9            1,800          20,840             47,954    47,954      52,509            11,137      13,450        16,276
      10           1,800          23,772             47,954    47,954      53,571            12,375      15,225        18,798
                                                                                 
      15               0          34,825             47,954    47,954      60,126            13,764      19,765        28,471
                                                                                 
      20               0          44,447             47,954    47,954      67,618            11,963      20,956        36,545
                                                                                 
      25               0          56,727             47,954    47,954      76,062            10,274      21,963        46,387
                                                                                 
      30               0          72,399             47,954    47,954      85,589             8,695      22,699        58,095
                                                                                 
      Attained                                                                   
      Age                                                                        
      65               0          56,727             47,954    47,954      76,062            10,274      21,963        46,387
 
</TABLE>
(1) Corresponds to $918.00 semi annually; $468.00 quarterly, or
    $158.94 monthly.
(2) Assumes no policy loan is made.

Hypothetical rates of interest are illustrative only and are not a
representation of past or future rates of return.  They are after deduction of
tax charges but before any other expenses charged against the Series Fund or
Separate Account B.  Actual rates may be higher or lower than hypothetical
rates.  No representation can be made by First Investors Life or the Series Fund
that hypothetical rates can be achieved for any one year or sustained over any
period of time.  See prospectus for details of the calculations.

                                       21
<PAGE>
 
                           FEDERAL INCOME TAX STATUS

POLICY PROCEEDS

   The discussion herein is general in nature and not intended as tax advice. It
is based upon First Investors Life's understanding of Federal income tax laws as
they are currently interpreted. No representation is made regarding the
likelihood of continuation of such laws or the current interpretations by the
Internal Revenue Service. Moreover, no attempt is made to consider any
applicable state or other (e.g., estate or inheritance) tax laws. Each
interested person should consult his tax advisor concerning the matters set
forth herein.

   First Investors Life believes that the Policy qualifies as a life insurance
contract as defined in Section 7702(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). Consequently, the death benefit should be fully excludable
from the beneficiary's gross income and the Policyowner should not be deemed to
be in actual or constructive receipt of the cash values (including increments
thereof) under the Policy, until its actual surrender. With respect to a
corporate Policyowner, however, such "inside build-up" of the Policy may be
subject to the alternative minimum tax.

   Qualification as a life insurance contract for Federal income tax purposes
depends, in part, upon the satisfaction by Separate Account B of certain
diversification requirements contained in Section 817(h) of the Code.  The
Adviser is expected to manage the assets of the Series in a manner that complies
with these diversification requirements, and under a special "look-through"
rule, satisfaction of such requirements by the Series will be attributed to
Separate Account B. The look-through rule is applicable because all shares of
the Series comprising the Fund will be owned only by Separate Account B (and
similar accounts of First Investors Life or other insurance companies) and
access to the Series will be available exclusively through the purchase of
Policies (and additional variable annuity or life insurance products of First
Investors Life or other insurance companies). Series shares also may be held by
the Adviser provided such shares are being held in connection with the creation
or management of the Series.  The Adviser does not intend to sell any Series
shares it owns to the general public.  It is possible that future guidelines, if
any, concerning diversification could restrict the rights of a Policyowner with
respect to the selection of investment options.

   First Investors Life does not believe that any Policy will be characterized,
at issuance, as a "modified endowment contract" within the meaning of Section
7702A of the Code. Section 7702A and the characterizations given thereunder
generally apply to a Policy that was newly issued, or that was received in
exchange for another that was issued, on or after June 21, 1988, but only if the
amounts to be paid for the new Policy or the Policy surrendered in exchange
therefor were deemed to be excessive by reference to a statutorily prescribed
test. A Policy that escapes characterization as a modified endowment contract
may nonetheless be treated as such if a material term of the Policy, e.g., death
benefits, is altered or if the Policy is converted from a term life insurance
contract to a life insurance contract providing a different form of coverage
(whether or not issued before June 21, 1988). If a Policy is treated as a
modified endowment contract, then distributions thereunder (including the
proceeds of any loan made under, or in result of a pledge or assignment of, the
Policy) will be includable in gross income and subject to regular Federal income
taxation to the extent of the income in the contract. An additional 10% tax will
also be imposed on the taxable amount of any such portion, subject to certain
exceptions.

   Prospective Policyowners are advised that Code Section 7702A was only
recently enacted into law and that no regulations or other forms of definitive
guidance have as yet been provided with respect to such section. Section 7702A
is complex and there can be no assurance that the Internal Revenue

                                       22
<PAGE>
 
Service would necessarily agree in every particular with First Investors Life's
interpretation of such section. Interested persons are accordingly urged to
consult their tax advisors before acquiring or converting a Policy or otherwise
effecting a material change to a Policy.

   Subject to the foregoing discussion of modified endowment contracts, any
loans made under a Policy will be treated as indebtedness and no part of such
loan will constitute income to the Policyowner. In addition, the deductibility
of the interest on such loans will depend upon the purposes for which the loan
is made in accordance with the normal Federal income tax treatment of interest
expense.

   With respect to business-related policies (purchased after June 20, 1986 and
covering the lives of officers, employees or persons with a financial interest
in the Policyowner's trade or business), no deduction for interest on loans is
allowed to the extent that aggregate loans to any such officer, employee or
financially interested person exceed $50,000.

   Under the Code, income tax must generally be withheld from the taxable
portion of the proceeds paid upon surrender of a Policy, unless the Policyowner
notifies First Investors Life in writing, before the payment date, that such
withholding is not to be made. Failure to withhold or withholding of an
insufficient amount may subject the Policyowner to taxation. In addition,
insufficient withholding and insufficient estimated tax payments may subject the
Policyowner to penalties.

CHARGES FOR FIRST INVESTORS LIFE'S INCOME TAXES

   First Investors Life is taxed as a "life insurance company" under Subchapter
L of the Code. Under the applicable provisions of the Code, First Investors Life
will be required to include its variable life insurance operations in its
Federal income tax return. Currently, no charges are made against the
Subaccount(s) for First Investors Life's Federal income taxes attributable to
the Subaccount(s). However, First Investors Life may make such charges in the
future. First Investors Life may charge the Subaccount(s) for its Federal income
taxes attributable to the Subaccount(s) when First Investors Life's tax
treatment and obligations become clarified. Any such charges against a
Subaccount would reduce its Net Investment Return.

   Under current laws, First Investors Life may incur state and local taxes (in
addition to premium taxes) in several states. At present, these taxes are not
significant. After First Investors Life's Federal income tax treatment is
clarified, or if prior to that time there is a material change in applicable
state or local tax laws, charges for such taxes, if any, attributable to the
Subaccount(s) may be made.

   If any tax charges are made in the future they will be accumulated daily and
transferred from the Subaccount(s) to First Investors Life's General Account.
Any investment earnings on tax charges accumulated in the Subaccount(s) will be
retained by First Investors Life.

                                 VOTING RIGHTS

   In accordance with its view of present applicable law, First Investors Life
will vote the Series' shares held in the corresponding Subaccount(s) at regular
and special meetings of shareholders of the Fund in accordance with instructions
received from Policyowners.  Shares of the Series held by First Investors Life
which do not represent shares attributable to Policyowners will be voted, on any
matter, in proportion to the instructions from Policyowners as to their own
shares.  However, if the 1940 Act or any Regulation thereunder should be amended
or if the present interpretation thereof

                                       23
<PAGE>
 
should change, and as a result, First Investors Life determines that it is
permitted to vote the Series' shares in its own right, it may elect to do so.

   The number of Series shares held in the corresponding Subaccount which is
attributable to each Policyowner is determined by dividing the corresponding
Subaccount's Accumulated Value by the value of one Series share.  The number of
votes which a person has the right to cast will be determined as of the record
date established by the Fund. Voting instructions will be solicited by written
communication prior to the date of the meeting at which votes are to be cast.
Series shares held in the corresponding Subaccount as to which no timely
instructions are received will be voted by First Investors Life in proportion to
the voting instructions which are received with respect to all Policies
participating in the Subaccount.  Each person having a voting interest in the
Subaccount will receive reports and other materials relating to the Series.

   The voting rights described in this Prospectus are created under applicable
Federal securities laws. To the extent that such laws or regulations promulgated
thereunder eliminate the necessity to submit such matters for approval by
persons having voting rights in separate accounts of insurance companies or
restrict such voting rights, First Investors Life reserves the right to proceed
in accordance with any such laws or regulations. First Investors Life also
reserves the right, subject to compliance with applicable law, including
approval of Policyowners if so required, (1) to transfer assets determined by
First Investors Life to be associated with the class of policies to which the
Policies belong from Separate Account B to another separate account by
withdrawing the same percentage of each investment in Separate Account B with
appropriate adjustments to avoid odd lots and fractions, (2) to operate Separate
Account B as an "open-end investment company" under the 1940 Act, or in any
other form permitted by law, the investment adviser of which would be First
Investors Life or an affiliate, (3) to deregister Separate Account B under the
1940 Act, and (4) to operate Separate Account B under the general supervision of
a committee any or all the members of which may be interested persons (as
defined in the 1940 Act) of First Investors Life or an affiliate, or to
discharge the Committee. First Investors Life has reserved all rights in respect
of its corporate name and any part thereof, including without limitation the
right to withdraw its use and to grant its use to one or more other separate
accounts and other entities.


       OFFICERS AND DIRECTORS OF FIRST INVESTORS LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
 
NAME                      OFFICE         PRINCIPAL OCCUPATION FOR LAST 5 YEARS
- ----                      ------         -------------------------------------
<S>                       <C>             <C>
                        
Jay G. Baris             Director         Partner, Kramer, Leven, Naftalis, Nessen, Kamin & Frankel,
                                          New York, Attorneys; Secretary and Counsel, First 
                                          Financial Savings Bank, S.L.A., New Jersey.
                        
                        
William H. Drinkwater    First Vice       First Vice President and Chief Actuary, First Investors
                         President and    Life since April, 1992; Vice President - Actuary, Home
                         Chief Actuary    Life Insurance Company, New York, prior thereto.
                         
Lawrence M. Falcon       Senior           Senior Vice President and Comptroller, First Investors Life. 
                         Vice President
                         and Comptroller
                        
Richard H. Gaebler       President        President, First Investors Life.
                         and Director
 
 
</TABLE>

                                       24
<PAGE>
 
<TABLE>
<CAPTION> 
NAME                 OFFICE                PRINCIPAL OCCUPATION FOR LAST 5 YEARS
- ----                 ------                -------------------------------------
<S>                 <C>                    <C>
George V. Ganter     Director               Vice President, First Investors Asset Management Company, Inc.,
                                            Portfolio Manager, FIMCO.
  
Albert J. Gretz      Vice President         Vice President, First Investors Life  
 
Robert J. Grosso     Director               Assistant Counsel, FIC since January 1995; Business Consultant; Assistant Vice President
                                            and Assistant General Counsel, Alliance Fund Distributors, Inc. from September 1993 to 
                                            August 1994; Of Counsel, Law Office of Richard S. Mazawey from May 1991 to September 
                                            1993; Secretary and General Counsel, FIC prior to April 1990  

Glenn O. Head        Chairman and Director  Chairman and Director, FICC, FIMCO and FIC.

Kathryn S. Head      Director               President, FICC and FIMCO; Vice President, Chief Financial Officer and Director, FIC; 
                                            President and Director, First Financial Savings Bank, S.L.A.
 
Scott Hodes          Director               Partner, Ross & Hardies, Chicago, Illinois, Attorneys, since January 1992; prior  
                                            thereto, Partner, Arvery,  Hodes, Costello & Burman, Chicago, Illinois,  Attorneys.
                                                                             
Carol Lerner Brown   Secretary              Assistant Secretary, FIC; Secretary, FIMCO and FICC.

William M. Lipkus    Chief Accounting       Chief Accounting Officer, First Investors Life since June, 1992;
                         Officer            Manager, Tait Weller & Baker, Edison, New Jersey from June, 1986 to June, 1992.       
                             
F. Van S. Parr       Director               Of Counsel to Whitman & Ransom, New York, Attorneys.
 
Jackson Ream         Director               Senior Vice President, Nations Bank of Texas (formerly NCNB Texas National Bank),
                                            Dallas, Texas.                                  
 
Nelson Schaenen Jr.  Director               Partner, Weiss, Peck & Greer, New York, Investment Managers.
  
Ada M. Suchow        Vice President         Vice President, First Investors Life.  
  
John T. Sullivan     Director               Director, FIMCO and FIC; Of Counsel to Hawkins, Delafield &  Wood, New York, 
                                            Attorneys.                          
</TABLE>
 
  First Investors Life paid its three highest paid officers aggregate
compensation from salaries of $441,459 during 1994.  The aggregate remuneration
paid to all other officers during 1994 was $350,295.  Administrative personnel,
excluding officers, received $1,868,292 in compensation. Directors of First
Investors Life were paid $8,250 in the aggregate for directors fees.  
 
  A fidelity bond in the amount of $5,000,000 covering First Investors Life's
officers and employees has been issued by Gulf Insurance Company and CNA
Insurance Company, as co-surety.  A directors and officers liability policy in
the amount of $3,000,000 covering First Investors Life's directors and officers
has been issued by the Great American Insurance Companies.  

                                       25
<PAGE>
 
                           DISTRIBUTION OF POLICIES

  The Policies distributed by First Investors Life are sold by insurance agents
who are licensed to sell variable life insurance.

  The Policies are offered for sale in Alabama, Arizona, Arkansas, Colorado,
Connecticut, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Louisiana,
Massachusetts, Maryland, Michigan, Minnesota, Missouri, Mississippi, North
Carolina, Nebraska, New Jersey, New Mexico, New York, Ohio, Oklahoma, Oregon,
Pennsylvania, Rhode Island, Tennessee, Texas, Utah, Virginia, Washington, West
Virginia, Wisconsin and Wyoming.

                                   CUSTODIAN

  First Investors Life, subject to applicable laws and regulations, is to be the
custodian of the securities of the  Subaccounts.  First Investors Life will
maintain the records and accounts of Separate Account B.  The assets of the
Subaccounts will be held by United States Trust Company of New York (TIN 13-
6065574), 114 W. 47th Street, New York, NY 10036 under a safekeeping
arrangement. Under the terms of a Safekeeping Agreement dated June 16, 1986,
between First Investors Life and United States Trust Company of New York,
securities and similar investments of the Subaccounts shall be deposited in the
safekeeping of United States Trust Company of New York. Such agreement will
remain in effect until Separate Account B has been completely liquidated and the
proceeds of the liquidation distributed to the security holders of Separate
Account B, or a successor custodian, having the requisite qualifications, has
been designated and has accepted such custodianship.  First Investors Life is
responsible for the payment of all expenses of, and compensation to, United
States Trust Company of New York in such amounts as may be agreed upon from time
to time.  For the fiscal year ended December 31, 1994, First Investors Life paid
$400 to United States Trust Company of New York.

                                    REPORTS

  At least once each Policy year, First Investors Life shall mail a report to
the Policyowner within 31 days after the Policy anniversary.  The report shall
be mailed to the last address known to First Investors Life. The report will
show the death benefit, cash value and policy debt on the anniversary and any
loan interest for the prior year. The report will also show the allocation of
the investment base on that anniversary. No report will be sent if the Policy is
continued as reduced paid-up or extended term insurance.

                               STATE REGULATION

  First Investors Life is subject to the laws of the State of New York governing
insurance  companies and to regulations by the New York State Insurance
Department. An annual statement in a prescribed form is filed with the
Department of Insurance each year covering the operations of First Investors
Life for the preceding year and its financial condition as of the end of such
year.

  First Investors Life's books and accounts are subject to review by the
Insurance Department at any time and a full examination of its operations is
conducted periodically. Such regulation does not, however, involve any
supervision of management or investment practices or policies except to
determine compliance with the requirements of the New York Insurance Law. In
addition, First Investors Life is subject to regulation under the insurance laws
of other jurisdictions in which it may operate.

                                       26
<PAGE>
 
                                    EXPERTS

  The financial statements included in this Prospectus have been examined by
Tait, Weller & Baker, independent certified public accountants, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing.

                       RELEVANCE OF FINANCIAL STATEMENTS

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

  The most current financial statements of First Investors Life and Separate
Account B are those as of the end of the most recent fiscal year.  Neither First
Investors Life nor Separate Account B prepare their financial statements more
often than annually and believe that any incremental benefit to prospective
policyholders that may result from preparing and delivering more current
financial statements, though unaudited, does not justify the additional cost
that would be incurred.  In addition, First Investors Life represents that there
have been no adverse changes in the financial condition or operations of First
Investors Life or Separate Account B between the end of the most current fiscal
year and the date of this Prospectus.

                      APPENDIX I-OTHER POLICY PROVISIONS

SETTLEMENT OPTIONS

  In lieu of a single sum payment of Policy proceeds on death or surrender, an
election may be made to apply all or a portion of the proceeds under any one of
the fixed benefit settlement options provided in the Policy. The options are
stated below.

  PROCEEDS LEFT AT INTEREST. Left on deposit to accumulate with First Investors
Life with interest payable at a rate of 2 1/2% per year.

  PAYMENT OF A DESIGNATED AMOUNT. Payable in installments until proceeds applied
under the option and interest on unpaid balance at 2 1/2% per year and any
additional interest are exhausted.

  PAYMENT FOR A DESIGNATED NUMBER OF YEARS. Payable in installments for up to 25
years, including interest at 2 1/2% per year. Payments may be increased by
additional interest which would be paid at the end of each installment year.

  LIFE INCOME OPTION, GUARANTEED PERIOD. Payments are guaranteed for 10 or 20
years, as elected, and for life thereafter. During the guaranteed period of 10
or 20 years, the payments may be increased by additional interest.

  LIFE INCOME, GUARANTEED RETURN. The sum of the payments made and any payments
due at the death of the person on whom the payments are based will never be less
than the proceeds applied.

  LIFE INCOME ONLY. Payments will be made only while the person on whom the
payments are based is alive.

                                       27
<PAGE>
 
OPTIONAL INSURANCE BENEFITS

  On payment of an additional premium and subject to certain age and insurance
underwriting requirements, the following optional provisions, which is subject
to the restrictions and limitations set forth therein, may be included in a
Policy.

  DISABILITY PREMIUM WAIVER. Providing that in the event of the Insured's total
disability before the Policy anniversary nearest to the Insured's 60th birthday
and continuing for at least 6 months, First Investors Life will waive all
premiums falling due after the commencement and during the continuance of such
disability.

 TERM INSURANCE.  Providing 12 year convertible level term insurance.

GENERAL PROVISIONS

  BENEFICIARY. The beneficiary is as designated in the application for the
Policy, unless thereafter changed by the Policyowner during the Insured's
lifetime. A change of designation may be made by filing a written request with
the Home Office of First Investors Life in a form acceptable to First Investors
Life.

  ASSIGNMENT. The Policy may be assigned by the Policyowner but no assignment
shall be binding on First Investors Life unless it is in writing and filed with
First Investors Life at its Home Office. First Investors Life will assume no
responsibility for the validity or sufficiency of any assignment. Unless
otherwise provided in the assignment, the interest of any revocable beneficiary
shall be subordinate to the interest of any assignee, regardless of when the
assignment was made and the assignee shall receive any sum payable to the extent
of his or her interest.

  AGE AND SEX. If the age or sex of the Insured has been misstated, the benefits
available under the Policy will be those which the premiums paid would have
purchased for the correct age and sex.

  SUICIDE. If the Insured commits suicide within 2 years from the Policy's date
of issue, the liability of First Investors Life under the Policy will be limited
to all premiums paid less any indebtedness.

  INCONTESTABILITY. Except for nonpayment of premiums, the validity of the
Policy and its riders will not be contestable after it has been in force during
the lifetime of the Insured for 2 years from the Date of Issue.

  GRACE PERIOD. A Grace Period of 31 days will be allowed for payment of each
premium after the first. The Policy will continue in force during the Grace
Period unless surrendered.

  PAYMENTS AND DEFERMENT. Payment of the death benefit or surrender value or
loan proceeds will usually be made within 7 days after receipt by First
Investors Life of all documents required for such payments. However, payment may
be delayed if the amount cannot be determined because the New York Stock
Exchange is closed for trading or the Securities and Exchange Commission
determines that a state of emergency exists.

  Under a Policy continued as paid-up or extended term insurance, the payment of
the surrender value or loan proceeds may be deferred for up to six months. If
the payment is postponed more than 30 days, interest at a rate of not less than
3% will be paid on the Surrender Value. The interest will be paid from the date
of surrender to the date payment is made.

  DIVIDENDS. The Policies do not provide for dividend payments and therefore are
considered "non-participating" in the earnings of First Investors Life.

                                       28
<PAGE>
 
                                  APPENDIX II
                  ADDITIONAL ILLUSTRATIONS OF DEATH BENEFITS,
                     CASH VALUES AND ACCUMULATED PREMIUMS

  Tables on Pages 30 to 32 illustrate the way in which a Policy operates. They
show how the death benefit and the cash value may vary over an extended period
of time assuming hypothetical rates of investment return for the Subaccount(s)
equivalent to constant gross annual rates of 0%, 6% and 12%. The table on Page
30 is based on an annual premium of $600 for a male issue age 10, the table on
Page 31 is based on an annual premium of $1,200 for a male issue age 25, and the
table on Page 32 is based on an annual premium of $1,800 for a male issue age
40. The illustrations assume a standard risk classification and will assist in
the comparison of death benefits and cash values under the Policies with those
under other variable life policies issued by First Investors Life or other
companies. Please refer to Page 17 for additional discussion and to Pages 19 to
21 for additional illustrations of death benefits, cash values and accumulated
premiums which assume a hypothetical gross annual investment return of 0%, 4%
and 8%.

  The amounts shown are as of the end of each Policy year and take into account
deductions from the annual premium and the daily charge for investment advisory
services and mortality and expense risk equivalent to an effective annual charge
of 1.45%. Taking account of the daily charges, the gross annual rates of
investment return of 0%, 6% and 12% correspond to net annual rates of
approximately -1.45%, 4.55% and 10.55%, respectively. The returns shown are also
net of any tax charges attributable to the Subaccount(s).

  The second column of each table shows the amount to which the total premiums
paid to the end of the Policy year during the premium paying period would
accumulate if an amount equal to those premiums were invested to earn interest,
after taxes, at 5% compounded annually.

  First Investors Life will furnish upon request a comparable illustration
reflecting the proposed Insured's age and the face amount or premium amount
requested, and assuming that premiums are paid on an annual basis and the
proposed Insured is a standard risk. In addition, a comparable illustration will
be included at the delivery of a Policy if a purchase is made reflecting the
Insured's risk classification if other than standard.

                                       29
<PAGE>
 
                               MALE ISSUE AGE 10
                   $600 ANNUAL PREMIUM FOR STANDARD RISK (1)
            $39,638 FACE AMOUNT (GUARANTEED MINIMUM DEATH BENEFIT)
<TABLE>
<CAPTION>
 
                                    TOTAL                DEATH BENEFIT (2)                         CASH VALUES (2)  
     END OF                        PREMIUMS       ASSUMING HYPOTHETICAL GROSS (AFTER      ASSUMING HYPOTHETICAL GROSS (AFTER
     POLICY        PREMIUM        PAID PLUS       TAX) ANNUAL INVESTMENT RETURN OF        TAX) ANNUAL INVESTMENT AETURN OF 
      YEAR           DUE        INTEREST AT 5%       0%        6%         12%                0%          6%           12%
     ------      -----------    --------------     -------   -------    --------            --------   -------      --------
<S>              <C>            <C>                <C>       <C>        <C>                 <C>        <C>          <C>  
       1             $600         $   630          $39,638   $39,645    $ 39,729            $  138     $   148      $    158
       2              600           1,291           39,638    39,669      40,061               586         633           682
       3              600           1,986           39,638    39,710      40,642             1,023       1,136         1,256
       4              600           2,715           39,638    39,767      41,482             1,450       1,656         1,884
       5              600           3,481           39,638    39,841      42,599             1,889       2,219         2,597
       6              600           4,285           39,638    39,932      44,005             2,316       2,800         3,375
       7              600           5,129           39,638    40,039      45,711             2,734       3,402         4,227
       8              600           6,016           39,638    40,161      47,732             3,143       4,026         5,160
       9              600           6,947           39,638    40,299      50,081             3,547       4,676         6,184
       10             600           7,924           39,638    40,453      52,774             3,946       5,354         7,309
                                                                                    
       15               0          11,608           39,638    41,363      70,965             4,473       7,632        13,094
                                                                                    
       20               0          14,816           39,638    42,310      95,773             4,010       9,176        20,771
                                                                                    
       25               0          18,909           39,638    43,278     129,224             3,610      11,076        33,073
                                                                                    
       30               0          24,133           39,638    44,269     174,378             3,244      13,343        52,561
                                                                                    
       Attained                                                                     
       Age                                                                          
       65               0          81,723           39,638    49,597     785,431             1,685      30,247       479,001
 
</TABLE>
             (1) Corresponds to $306.00 semi annually; $156.00 quarterly, or
                 $52.98 monthly.
             (2) Assumes no policy loan is made.

             Hypothetical rates of interest are illustrative only and are not a
             representation of past or future rates of return.  They are after
             deduction of tax charges but before any other expenses charged
             against the Series Fund or Separate Account B.  Actual rates may be
             higher or lower than hypothetical rates.  No representation can be
             made by First Investors Life or the Series Fund that hypothetical
             rates can be achieved for any one year or sustained over any period
             of time.  See prospectus for details of the calculations.

                                       30
<PAGE>
 
             MALE ISSUE AGE 25
             $1,200 ANNUAL PREMIUM FOR STANDARD RISK (1)
             $51,908 FACE AMOUNT (GUARANTEED MINIMUM DEATH BENEFIT)
<TABLE>
<CAPTION>

                                    TOTAL                DEATH BENEFIT (2)                         CASH VALUES (2)  
    END OF                     PREMIUMS        ASSUMING HYPOTHETICAL GROSS (AFTER      ASSUMING HYPOTHETICAL GROSS (AFTER
    POLICY         PREMIUM     PAID PLUS       TAX) ANNUAL INVESTMENT RETURN OF        TAX) ANNUAL INVESTMENT AETURN OF 
     YEAR           DUE      INTEREST AT 5%         0%        6%         12%               0%            6%           12%
     -----         -------   --------------      -------   -------    --------           ------       -------      --------    
<S>                <C>       <C>                 <C>       <C>        <C>                <C>          <C>          <C> 
       1           $1,200        $ 1,260         $51,908   $51,921    $ 52,078           $  409       $   439      $    469
       2            1,200          2,583          51,908    51,955      52,558            1,308         1,423         1,542
       3            1,200          3,972          51,908    52,011      53,359            2,197         2,454         2,727
       4            1,200          5,431          51,908    52,088      54,495            3,076         3,532         4,037
       5            1,200          6,962          51,908    52,188      55,994            3,992         4,710         5,535
       6            1,200          8,570          51,908    52,308      57,870            4,897         5,941         7,187
       7            1,200         10,259          51,908    52,450      60,141            5,791         7,226         9,008
       8            1,200         12,032          51,908    52,612      62,823            6,673         8,568        11,014
       9            1,200         13,893          51,908    52,794      65,934            7,544         9,969        13,222
       10           1,200         15,848          51,908    52,996      69,495            8,404        11,430        15,653
                                                                                
       15               0         23,217          51,908    54,188      93,429            9,524        16,333        28,161
                                                                                
       20               0         29,631          51,908    55,430     126,119            8,504        19,562        44,508
                                                                                
       25               0         37,818          51,908    56,702     170,313            7,539        23,273        69,903
                                                                                
       30               0         48,266          51,908    58,005     230,101            6,628        27,467       108,958
                                                                                
      Attained                                                                  
      Age                                                                       
       65               0         78,620          51,908    60,711     420,822            4,947        37,025       256,641
 
</TABLE>
(1) Corresponds to $612.00 semi annually; $312.00 quarterly, or $105.96 monthly.
(2)  Assumes no policy loan is made.

Hypothetical rates of interest are illustrative only and are not a
representation of past or future rates of return. They are after deduction of
tax charges but before any other expenses charged against the Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No representation can be made by First Investors Life or the Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       31
<PAGE>
 
                               MALE ISSUE AGE 40
                  $1,800 ANNUAL PREMIUM FOR STANDARD RISK (1)
            $47,954 FACE AMOUNT (GUARANTEED MINIMUM DEATH BENEFIT)
<TABLE>
<CAPTION>
 
                              TOTAL                DEATH BENEFIT (2)                         CASH VALUES (2)  
    END OF                   PREMIUMS        ASSUMING HYPOTHETICAL GROSS (AFTER      ASSUMING HYPOTHETICAL GROSS (AFTER
    POLICY       PREMIUM     PAID PLUS       TAX) ANNUAL INVESTMENT RETURN OF        TAX) ANNUAL INVESTMENT A RETURN OF 
    YEAR           DUE     INTEREST AT 5%        0%         6%          12%              0%          6%         12%
    ------       -------   --------------     -------    --------    --------         -------      --------   --------
<S>              <C>       <C>                <C>         <C>        <C>              <C>          <C>        <C>    
      1           $1,800     $ 1,890          $47,954     $47,968    $ 48,144         $   762      $   817    $    872
      2            1,800       3,874           47,954      48,002      48,621           2,097        2,289       2,488
      3            1,800       5,958           47,954      48,056      49,393           3,406        3,819       4,263
      4            1,800       8,146           47,954      48,129      50,473           4,689        5,409       6,211
      5            1,800      10,443           47,954      48,222      51,886           6,020        7,138       8,431
      6            1,800      12,856           47,954      48,335      53,645           7,328        8,937      10,869
      7            1,800      15,388           47,954      48,467      55,766           8,615       10,809      13,548
      8            1,800      18,048           47,954      48,617      58,266           9,884       12,760      16,491
      9            1,800      20,840           47,954      48,786      61,164          11,137       14,792      19,724
      10           1,800      23,772           47,954      48,973      64,480          12,375       16,911      23,276
                                                                                                            
      15               0      34,825           47,954      50,080      86,798          13,764       23,714      41,101
                                                                                                            
      20               0      44,447           47,954      51,233     117,342          11,963       27,690      63,419
                                                                                                            
      25               0      56,727           47,954      52,416     158,741          10,274       31,966      96,809
                                                                                                            
      30               0      72,399           47,954      53,630     214,919           8,695       36,402     145,879
                                                                                                            
      Attained                                                                                              
      Age                                                                                                   
      65               0      56,727           47,954      52,416     158,741          10,274       31,966      96,809
                                                                  
</TABLE>                                                          
(1) Corresponds to $918.00 semi annually; $468.00 quarterly, or $158.94 
monthly.                                                    
(2)  Assumes no policy loan is made.                                
Hypothetical rates of interest are illustrative only and are not a
representation of past or future rates of return. They are after deduction of
tax charges but before any other expenses charged against the Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No representation can be made by First Investors Life or the Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       32
<PAGE>
 
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


   We have audited the accompanying balance sheets of First Investors Life
Insurance Company as of December 31, 1994 and 1993, and the related statements
of income, stockholder's equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

   In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Investors Life Insurance
Company as of December 31, 1994 and 1993, and the results of its operations and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.

   As discussed in notes 2 and 7 to the Financial Statements, the Company 
changed its method of accounting for investments and its method of accounting 
for income taxes.


                           TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 21, 1995

                                       33
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                                BALANCE SHEETS

<TABLE>
<CAPTION>
                                    ASSETS

                                                                DECEMBER 31, 1994  DECEMBER 31,1993
                                                                -----------------  ----------------
<S>                                                             <C>                <C>
Investments (note 2):
Available-for-sale securities.................................       $103,898,007      $108,821,051
Held-to-maturity securities...................................          5,990,367         5,973,791
Short term investments........................................          6,964,868         6,282,689
Policy loans..................................................         14,686,101        12,884,321
                                                                     ------------      ------------

  Total investments...........................................        131,539,343       133,961,852

Cash..........................................................            977,133         2,384,714
Premiums and other receivables, net of allowances of
$30,000 in 1994 and 1993......................................          3,901,489         2,895,579
Accrued investment income.....................................          2,593,771         2,357,922
Deferred policy acquisition costs (note 6)....................         19,321,891        19,006,119
Deferred Federal income taxes (note 7)........................          1,884,000                 -
Furniture, fixtures and equipment, at cost, less accumulated
depreciation of $697,010 in 1994 and $583,419 in 1993.........            243,634           290,104
Other assets..................................................            193,780           171,566
Separate account assets.......................................        232,913,278       198,746,658
                                                                     ------------      ------------

  Total assets................................................       $393,568,299      $359,814,454
                                                                     ============      ============
 </TABLE>
<TABLE>
<CAPTION>
                     LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
<S>                                                        <C>            <C>
Policyholder account balances (note 6)...................  $115,256,764   $112,537,306
Claims and other contract liabilities....................    10,737,716     10,234,691
Deferred Federal income taxes (note 7)...................             -      1,322,799
Accounts payable and accrued liabilities.................     3,463,635      2,799,156
Separate account liabilities.............................   232,913,278    198,746,658
                                                           ------------   ------------

  Total liabilities......................................   362,371,393    325,640,610
                                                           ------------   ------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
issued and outstanding 534,350 shares....................     2,538,163      2,538,163
Additional paid in capital...............................     6,496,180      6,496,180
Unrealized holding gains (losses) on available-for-sale
securities (note 2)......................................    (2,486,000)     3,050,000
Retained earnings........................................    24,648,563     22,089,501
                                                           ------------   ------------

  Total stockholder's equity.............................    31,196,906     34,173,844
                                                           ------------   ------------

  Total liabilities and stockholder's equity.............  $393,568,299   $359,814,454
                                                           ============   ============
</TABLE>
See accompanying notes to financial statements.

                                       34
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                             STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                       YEAR ENDED         YEAR ENDED
                                                    DECEMBER 31, 1994  DECEMBER 31,1993
                                                    -----------------  ----------------
<S>                                                 <C>                <C>
REVENUES
 Policyholder fees.................................      $16,433,269        $14,825,696
 Premiums..........................................        7,630,182          8,141,342
 Investment income (note 2)........................        8,835,356          8,470,643
  Realized gain (loss) on fixed securities                  (259,987)           318,372
 Other income......................................          701,355            654,608
                                                         -----------        -----------
                                                        
   Total income....................................       33,340,175         32,410,661
                                                         -----------        -----------
                                                        
                                                        
BENEFITS AND EXPENSES                                   
 Benefits and increases in contract liabilities....       14,297,499         13,118,328
 Dividends to policyholders........................          910,754            985,756
 Amortization of deferred acquisition costs (note 6)       1,573,216          1,528,876
 Commissions and general expenses..................       13,513,644         13,212,536
                                                         -----------        -----------
                                                        
   Total benefits and expenses.....................       30,295,113         28,845,496
                                                         -----------        -----------
                                                        
Income before Federal income tax, and cumulative        
  effect of a change in accounting principle.......        3,045,062          3,565,165
                                                        
Federal income tax (note 7):                            
 Current...........................................          838,000          1,425,000
 Deferred..........................................         (352,000)          (721,000)
                                                         -----------        -----------
                                                        
                                                             486,000            704,000
                                                         -----------        -----------
                                                        
Income before cumulative effect                         
 of a change in accounting principle...............        2,559,062          2,861,165
                                                        
Cumulative effect on prior years                        
 of a change in accounting principle (note 7)......                -            540,000
                                                         -----------        -----------
                                                        
Net Income.........................................      $ 2,559,062        $ 3,401,165
                                                         ===========        ===========
 
Income per share, based on 534,350 shares outstanding
Income before cumulative effect
 of a change in accounting principle...................        $4.79              $5.35
Cumulative effect of a change in accounting principle..            -               1.01
                                                         -----------        -----------
                                                               $4.79              $6.36
                                                         ===========        ===========
</TABLE>
See accompanying notes to financial statements.

                                       35
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                      STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
 
                                                              YEAR ENDED         YEAR ENDED
                                                          DECEMBER 31, 1994   DECEMBER 31,1993
                                                          ------------------  -----------------
<S>                                                       <C>                 <C>
Balance at beginning of year............................       $ 34,173,844       $ 27,722,679
Net income..............................................          2,559,062          3,401,165
Increase (decrease) in unrealized holding gains on
available-for-sale securities...........................         (5,536,000)         3,050,000
                                                               ------------       ------------
Balance at end of year..................................       $ 31,196,906       $ 34,173,844
                                                               ============       ============
 
</TABLE> 
 
                           STATEMENTS OF CASH FLOWS
<TABLE> 
<CAPTION> 
                                                             YEAR ENDED          YEAR ENDED
                                                          DECEMBER 31, 1994   DECEMBER 31,1993
                                                          -----------------   ----------------
<S>                                                       <C>                 <C> 
Increase (decrease) in cash:
Cash flows from operating activities:
 Policyholder fees received.............................       $ 16,433,269       $ 14,825,696
 Premiums received......................................          7,366,276          7,996,528
 Amounts received on policyholder accounts..............         63,526,544         52,654,219
 Investment income received.............................          8,886,847          8,583,133
 Other receipts.........................................             46,581             44,193
 Benefits and contract liabilities paid.................        (75,131,495)       (61,360,490)
 Commissions and general expenses paid..................        (15,252,935)       (15,866,354)
                                                               ------------       ------------
 
  Net cash provided by (used for) operating activities..          5,874,988          6,876,905
                                                               ------------       ------------
 
Cash flows from investing activities:
 Proceeds from sale of investment securities............         36,751,082         36,063,998
 Purchase of investment securities......................        (42,164,770)       (39,148,690)
 Purchase of furniture, equipment and other assets......            (67,121)           (40,227)
 Net increase in policy loans...........................         (1,801,780)        (1,941,256)
                                                               ------------       ------------
 
  Net cash provided by (used for) investing activities..         (7,282,589)        (5,066,175)
                                                               ------------       ------------
 
  Net increase (decrease) in cash.......................         (1,407,601)         1,810,730
 
Cash
  Beginning of year.....................................          2,384,714            573,984
                                                               ------------       ------------
  End of year...........................................       $    977,113       $  2,384,714
                                                               ============       ============
</TABLE>
The Company paid Federal income tax of $1,368,000 in 1994 and $1,265,000 in
1993.

See accompanying notes to financial statements.

                                       36
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                           STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
 
 
                                                             YEAR ENDED          YEAR ENDED
                                                         DECEMBER 31, 1994   DECEMBER 31, 1993
                                                         ------------------  ------------------
<S>                                                      <C>                 <C>
 
Reconciliation of net income to net cash
  provided by (used for) operating activities:
 
   Net income..........................................        $ 2,559,062         $ 3,401,165
 
   Adjustments to reconcile net income to net cash
      provided by (used for) operating activities:
    Depreciation and amortization......................            122,199             118,365
    Amortization of deferred policy acquisition costs..          1,573,216           1,528,876
      Realized investment (gains) losses...............            259,987            (318,372)
    Amortization of premiums and discounts on fixed
      maturities.......................................            287,340             299,666
    Deferred Federal income taxes......................           (352,000)           (721,000)
    Cumulative effect of a change in
      accounting principle.............................                  -            (540,000)
    Other items not requiring cash - net...............              ( 149)             (1,908)
 
   (Increase) decrease in:
    Premiums and other receivables, net................         (1,055,910)          1,683,261
    Accrued investment income..........................           (235,849)           (187,196)
    Deferred policy acquisition costs, exclusive
      of amortization..................................         (1,138,988)         (1,254,547)
    Other assets.......................................            (30,882)            (13,108)
 
   Increase (decrease) in:
    Policyholder account balances......................          2,719,458           1,268,788
    Claims and other contract liabilities..............            503,025           1,903,908
    Accounts payable and accrued liabilities...........           (664,479)           (290,993)
                                                               -----------         -----------
 
                                                               $ 5,874,988         $ 6,876,905
                                                               ===========         ===========
</TABLE>
See accompanying notes to financial statements.

                                       37
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

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

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

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

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

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

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

Note 2 -- Other Significant Accounting Practices

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

  (b)  Investments.   The Company adopted Statement of Financial Accounting
Standards No. 115, "Accounting For Certain Investments in Debt and Equity
Securities ("SFAS 115"), effective December 31, 1993.  SFAS 115 requires that
investments in equity securities that have readily determinable fair values and
all investments in debt securities be classified in three separate categories
and accounted for as follows:

  HELD-TO-MATURITY SECURITIES

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

  TRADING SECURITIES

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

  AVAILABLE-FOR-SALE SECURITIES

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

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


  Gains and losses on sales of investments are determined using the specific
identification method. Investment income for the years indicated consists of the
following:
<TABLE>
<CAPTION>
 
 
                                         YEAR ENDED         YEAR ENDED
                                      DECEMBER 31, 1994  DECEMBER 31,1993
                                      -----------------  ----------------
<S>                                   <C>                <C>
 
Interest on fixed maturities........         $8,091,627        $7,844,723
Interest on short term investments..            225,682           232,244
Interest on policy loans............            886,465           771,082
Dividends on equity securities......             10,220                 -
                                             ----------        ----------
 
 Total investment income............          9,213,994         8,848,049
 Investment expense.................            378,638           377,406
                                             ----------        ----------
 
Net investment income...............         $8,835,356        $8,470,643
                                             ==========        ==========
</TABLE>

                                       38
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

   The amortized cost and estimated market values of investments at December 31,
1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                               GROSS         GROSS      ESTIMATED
                                             AMORTIZED    UNREALIZED   UNREALIZED      MARKET
                                                COST         GAINS       LOSSES        VALUE
                                            ------------  -----------  -----------  ------------
<S>                                         <C>           <C>          <C>          <C>
Available-For-Sale Securities
- ------------------------------------------
December 31, 1994
- ------------------------------------------
U.S. Treasury Securities and obligations
 of U.S. Government Corporations
 and Agencies.............................  $ 49,362,608   $    5,901   $1,541,620  $ 47,826,889
Debt Securities issued by
 States of the U.S........................     3,910,143            -      379,945     3,530,198
Corporate Debt Securities.................    53,768,481       86,359    2,578,037    51,276,803
Other Debit Securities....................       873,777        1,801       96,461       779,117
Equity Securities.........................       500,000            -       15,000       485,000
                                            ------------   ----------   ----------  ------------
                                            $108,415,009   $   94,061   $4,611,063  $103,898,007
                                            ============   ==========   ==========  ============
 
 
December 31,1993
- ------------------------------------------
U.S. Treasury Securities and obligations
 of U.S. Government Corporations
 and Agencies.............................  $ 49,405,229   $2,528,521   $        -  $ 51,933,750
Debt Securities issued by
 States of the U.S........................     4,085,000       26,292            -     4,111,292
Corporate Debt Securities.................    49,330,996    2,110,508      100,808    51,340,696
Other Debt Securities.....................     1,376,028       59,285            -     1,435,313
                                            ------------   ----------   ----------  ------------
                                            $104,197,253   $4,724,606   $  100,808  $108,821,051
                                            ============   ==========   ==========  ============
 
</TABLE>

  At December 31, 1994 and 1993, the Company recognized "Unrealized Holding
Gains (Losses) on Available-For-Sale Securities" of ($2,981,000) and $3,050,000,
net of applicable deferred income taxes and amortization of deferred acquisition
costs.  The change in the Unrealized Holding Gains (Losses) of ($5,536,000) and
$3,050,000 for 1994 and 1993 respectively is reported as a separate component of
stockholders' equity.
<TABLE>
<CAPTION>
 
Held-To-Maturity Securities
- ------------------------------------------
December 31,1994
- ------------------------------------------
<S>                                         <C>          <C>       <C>        <C>
U.S. Treasury Securities and obligations
 of U.S. Government Corporations
 and Agencies.............................   $3,380,367  $  4,873   $ 56,807   $3,328,433
Corporate Debt Securities.................    2,000,000         -    324,020    1,675,980
Other Debt Securities.....................      610,000         -          -      610,000
                                             ----------  --------   --------   ----------
                                             $5,990,367  $  4,873   $380,827   $5,614,413
                                             ==========  ========   ========   ==========
 
 
 
December 31,1993
- ------------------------------------------
U.S. Treasury Securities and obligations
 of U.S. Government Corporations
 and Agencies.............................   $3,163,791  $121,583   $    124   $3,285,250
Corporate Debt Securities.................    2,000,000         -          -    2,000,000
Other Debt Securities.....................      810,000         -          -      810,000
                                             ----------  --------   --------   ----------
                                             $5,973,791  $121,583   $    124   $6,095,250
                                             ==========  ========   ========   ==========
 
</TABLE>

                                       39
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


   The amortized cost and estimated market value of debt securities at December
31, 1994, by contractual maturity, are shown below.  Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
 
                                             HELD TO MATURITY           AVAILABLE FOR SALE
                                          ------------------------  --------------------------   
                                          AMORTIZED    ESTIMATED     AMORTIZED     ESTIMATED
                                             COST     MARKET VALUE      COST      MARKET VALUE
                                          ----------  ------------  ------------  ------------
<S>                                       <C>         <C>           <C>           <C>
Due in one year or less.................  $1,402,857    $1,406,636  $  5,349,646  $  5,338,348
Due after one year through five years...   2,005,617     1,975,524    54,476,425    54,091,139
Due after five years through ten years..     581,893       556,273    43,764,673    40,099,497
Due after ten years.....................   2,000,000     1,675,980     4,324,265     3,884,023
                                          ----------    ----------  ------------  ------------
                                          $5,990,367    $5,614,413  $107,915,009  $103,413,007
                                          ==========    ==========  ============  ============
</TABLE>

   Proceeds from sales of investments in fixed maturities were $36,701,082 and
$35,352,716 in 1994 and 1993, respectively.  Gross gains of $85,827 and gross
losses of $345,814 were realized on those sales in 1994.  Gross gains of
$397,829 and gross losses of $79,457 were realized on those sales in 1993.

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

      TRADITIONAL ORDINARY LIFE AND HEALTH

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

      UNIVERSAL LIFE AND VARIABLE LIFE

          Revenues from universal life and variable life policies represent
amounts assessed against policyholders. Included in such assessments are
mortality charges, surrender charges and policy service fees.

          Policyholder account balances on universal life consist of the
premiums received plus credited interest, less accumulated policyholder
assessments. Amounts included in expense represent benefits in excess of
policyholder account balances.  The value of policyholder accounts on variable
life are included in separate account liabilities as discussed below.

      ANNUITIES

          Revenues from annuity contracts represent amounts assessed against
contractholders. Such assessments are principally sales charges, administrative
fees, and in the case of variable annuities, mortality and expense risk charges.
The carrying value and fair value of fixed annuities are equal to the
policyholder account balances, which represent the net premiums received plus
accumulated interest.

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

   (e) Reclassifications.  Certain reclassifications have been made to the 1993
Financial Statements in order to conform to the 1994 presentation.

                                       40
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)



Note 3 - Fair Value of Financial Instruments

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

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

Note 4 -- Retirement Plans

   The Company has a non-contributory profit sharing plan for the benefit of its
employees which provides for retirement benefits based upon earnings.  Vesting
of benefits is based upon years of service.  The Company did not make profit
sharing contributions in 1994 and 1993.

   The Company also has a non-contributory retirement plan for the benefit of
its sales agents.  The plan provides for retirement benefits based upon
commission on first-year premiums and length of service.  The plan is unfunded.
Vesting of benefits is based upon graduated percentages dependent upon the
number of allocations made in accordance with the plan by the Company for each
participant.  The Company charged to operations pension expenses of
approximately $312,000 in 1994 and $292,000 in 1993.  The accrued liability of
approximately $2,415,000 in 1994 and $2,194,600 in 1993 was sufficient to cover
the value of benefits provided by the plan.

Note 5 -- Commitments and Contingent Liabilities

   The Company has agreements with affiliates and non-affiliates as follows:

   (a) The Company's maximum retention on any one life is $100,000.  The Company
reinsures a portion of its risk with other insurance companies and reserves are
reduced by the amount of reserves for such reinsured risks.  The Company is
liable for any obligations which any reinsurance company may be unable to meet.
The Company had reinsured approximately 10% of its net life insurance in force
at December 31, 1994 and 1993.  The Company also had assumed reinsurance
amounting to approximately 21% and 22% of its net life insurance in force at the
respective year ends.  None of these transactions had any material effect on the
Company's operating results.


      (b) The Company and certain affiliates share office space, data processing
facilities and management personnel.  Charges for these services are based upon
space occupied, usage of data processing facilities and time allocated to
management.  During the years ended December 31, 1994 and 1993, the Company paid
approximately $1,099,000 and $1,187,000, respectively, for these services.  In
addition, the Company reimbursed an affiliate approximately $196,000 in 1993
for its share of the cost of the branch offices and approximately $6,651,000 in
1994 and $5,510,000 in 1993 for commissions relating to the sale of its
products.

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

                                       41
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 6 -- Adjustments Made to Statutory Accounting Practices

   Note 1 describes some of the common differences between statutory practices
and generally accepted accounting principles.  The effects of these differences
for the years ended December 31, 1994 and 1993 are shown in the following table
in which net income and capital shares and surplus reported therein on a
statutory basis are adjusted to a GAAP basis.
<TABLE>
<CAPTION>
                                                      NET INCOME            CAPITAL SHARES AND SURPLUS
                                                YEAR ENDED DECEMBER 31            AT DECEMBER 31
                                              --------------------------  ------------------------------
                                                  1994          1993          1994             1993
                                              ------------  ------------  -------------  ---------------
<S>                                           <C>           <C>           <C>            <C>
Reported on a statutory basis...............   $2,205,814    $1,682,537    $18,020,531      $15,933,807
                                               ----------    ----------    -----------      -----------
Adjustments:                                                              
Deferred policy acquisition costs (b).......     (434,228)     (274,329)    19,321,891       19,006,119
Future policy benefits (a)..................      727,849       669,990     (3,334,870)      (4,062,719)
Deferred income taxes.......................      352,000     1,261,435     (1,884,000)      (1,322,799)
Premiums due and deferred (e)...............       70,968        11,558     (1,524,702)      (1,595,669)
Cost of collection and other statutory                                    
 liabilities................................      (32,454)        8,598         65,585           98,039
Non-admitted assets.........................           --            --        385,500          423,038
Asset valuation reserve.....................           --            --        901,041          744,264
Interest maintenance reserve................      (71,048)     (222,809)        (5,070)         325,965
Gross unrealized holding gains (losses) on                                
 available-for-sale securities..............           --            --     (4,517,000)       4,623,799
Net realized capital gains (losses).........     (259,987)      262,712             --               --
Other.......................................          148         1,473             --               --
                                               ----------    ----------    -----------      -----------
                                                  353,248     1,718,628     13,176,375       18,240,037
                                               ----------    ----------    -----------      -----------
In accordance with generally accepted                                     
accounting principles.......................   $2,559,062    $3,401,165    $31,196,906      $34,173,844
                                               ==========    ==========    ===========      ===========
Per share, based on 534,350 shares                                        
outstanding.................................        $4.79         $6.36         $58.38           $63.95
                                               ==========    ==========    ===========      ===========
</TABLE>

                                       42
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

  DISTRIBUTION OF LIABILITIES*                             BASIS OF ASSUMPTIONS
- ----------------------------------------------------------------------------------------------------
                                       YEARS
       1994              1993         OF ISSUE          INTEREST            MORTALITY TABLE           WITHDRAWAL
- -------------------  -------------  -------------  -------------  ----------------------------------  ----------
<S>                  <C>            <C>            <C>            <C>                                 <C>
Non-par:
     $ 1,721,636       $ 1,746,952  1962-1967      4 1/2%         1955-60 Basic Select plus Ultimate  Linton B
       5,764,026         5,889,653  1968-1988      5 1/2%         1955-60 Basic Select plus Ultimate  Linton B
       2,583,886         2,551,830  1984-1988      7 1/2%         85% of 1965-70 Basic Select         Modified
                                                                   plus Ultimate                      Linton B
          62,830            51,486  1989-Present   7 1/2%         1975-80 Basic Select plus Ultimate  Linton B
          99,022            86,776  1989-Present   7 1/2%         1975-80 Basic Select plus Ultimate  Actual
          41,021            44,040  1989-Present   8%             1975-80 Basic Select plus Ultimate  Actual
      31,043,074        29,886,814  1985-Present   6%             Accumulation of Funds               --
Par:
         232,295           233,940  1966-1967      4 1/2%         1955-60 Basic Select plus Ultimate  Linton A
      13,696,383        13,238,049  1968-1988      5 1/2%         1955-60 Basic Select plus Ultimate  Linton A
       1,037,503           973,551  1981-1984      7 1/4%         90% of 1965-70 Basic Select
                                                                   plus Ultimate                      Linton B
       4,634,783         4,457,912  1983-1988      9 1/2%         80% of 1965-70 Basic Select
                                                                   plus Ultimate                      Linton B
       9,922,152         7,509,240  1990-Present   8%             66% of 1975-80 Basic Select
                                                                   plus Ultimate                      Linton B
Annuities:
      32,707,541        35,905,357  1976-Present   5 1/2%         Accumulation of Funds               --
Miscellaneous:
      12,776,574        11,081,764  1962-Present   2 1/2%-3 1/2%  1958-CSO                            None
- -------------------------
</TABLE>

*  The above amounts are before deduction of deferred premiums of $1,065,962 in
1994 and $1,120,058 in 1993.

   (b) The costs of acquiring new business, principally commissions and related
agency expenses, and certain costs of issuing policies, such as medical
examinations and inspection reports, all of which vary with and are primarily
related to the production of new business, have been deferred.  Costs deferred
on universal life and variable life are amortized as a level percentage of the
present value of anticipated gross profits resulting from investment yields,
mortality and surrender charges.  Costs deferred on traditional ordinary life
and health are amortized over the premium-paying period of the related policies
in proportion to the ratio of the annual premium revenue to the total
anticipated premium revenue.  Anticipated premium revenue was estimated using
the same assumptions which were used for computing liabilities for future policy
benefits.  Amortization of $1,573,216 in 1994 and $1,528,876 in 1993 was charged
to operations.

   (c) Participating business represented 11.9% and 12.4% of individual life
insurance in force at December 31, 1994 and 1993, respectively.

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

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

   (d) New York State insurance law prohibits the payment of dividends to
stockholders from any source other than the statutory unassigned surplus.  The
amount of said surplus was $8,235,339 and $6,148,130 at December 31, 1994 and
1993, respectively.

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

                                       43
<PAGE>
 
                    FIRST INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7 -- Federal Income Taxes

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

   Retained earnings at December 31, 1994 included approximately $146,000 which
is defined as "policyholders' surplus" and may be subject to Federal income tax
at ordinary corporate rates under certain future conditions, including
distributions to stockholders.

   The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting For Income Taxes" ("SFAS 109"), effective January 1, 1993.  SFAS 109
is an asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax returns.
Financial statements for the prior years have not been restated and the
cumulative effect of the accounting change as of January 1, 1993 was to increase
earnings by $540,000.  This amount is reflected in the 1993 accompanying
Statement of Income as the cumulative effect of a change in accounting
principle.  It primarily represents the impact of adjusting deferred taxes to
reflect the current tax rate of 34% as opposed to the tax rates that were in
effect when the deferred taxes were originally recorded.

   Deferred tax liabilities (assets) are comprised of the following:
<TABLE>
<CAPTION>
 
                                                                           1994          1993
                                                                       ------------  ------------
<S>                                                                    <C>           <C>
 
Policyholder dividend provision......................................  $  (309,818)  $  (317,722)
Non-qualified agents' pension plan reserve...........................     (967,466)     (890,532)
Deferred policy acquisition costs....................................    3,521,550     4,061,347
Future policy benefits...............................................   (2,862,789)   (3,111,454)
Bond discount........................................................       20,182        13,534
Unrealized holding gains  (losses) on Available-For-Sale Securities..   (1,281,000)    1,573,798
Other................................................................       (4,659)       (6,172)
                                                                       -----------   -----------
                                                                       $ 1,884,000   $ 1,322,799
                                                                       ===========   ===========
 
</TABLE>

   The currently payable Federal Income tax provision of $838,000 for 1994 is
net of a $102,000 Federal tax benefit resulting from a capital loss carry back
of $259,987.

   A reconciliation of the Federal statutory income tax rate to the Company's
effective tax rate is as follows:
<TABLE>
<CAPTION>
 
                                                      1994   1993
                                                      -----  -----
<S>                                                   <C>    <C>
Application of statutory tax rate...................    34%    34%
Special tax deduction for life insurance companies..   (18)   (16)
Other...............................................     -      2
                                                      ----   ----
                                                        16%    20%
                                                      ====   ====
</TABLE>

                                       44
<PAGE>
 
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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



   We have audited the statement of assets and liabilities of First Investors
Life Level Premium Variable Life Insurance (a separate account of First
Investors Life Insurance Company, registered as a unit investment trust under
the Investment Company Act of 1940), as of December 31, 1994, and the related
statement of operations for the year then ended and changes in net assets for
each of the two years in the period then ended.  These financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

   In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Investors Life Level
Premium Variable Life Insurance as of December 31, 1994, and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended, in conformity with generally accepted
accounting principles.

                                        TAIT, WELLER & BAKER



Philadelphia, Pennsylvania
February 21, 1995

                                       45
<PAGE>
 
                             FIRST INVESTORS LIFE
                     LEVEL PREMIUM VARIABLE LIFE INSURANCE

<TABLE>
<CAPTION>
                      STATEMENT OF ASSETS AND LIABILITIES
 
                               DECEMBER 31, 1994
<S>                                                    <C>
ASSETS
 Investments at net asset value (Note 3):
  First Investors Life Series Fund...................  $74,481,771
 
LIABILITIES
  Payable to First Investors Life Insurance Company..    2,110,584
                                                       -----------
 
NET ASSETS...........................................  $72,371,187
                                                       ===========
 
Net assets represented by Contracts..................  $72,371,187
                                                       ===========
 
 
                            STATEMENT OF OPERATIONS
 
                         YEAR ENDED DECEMBER 31, 1994
 
INVESTMENT INCOME
 Income:
  Dividends..........................................   $ 1,701,408
                                                        ------------
 
    Total income.....................................     1,701,408
                                                        ------------
 
 Expenses:
  Cost of insurance charges (Note 4).................     2,282,737
  Mortality and expense risks (Note 4)...............       349,558
                                                        ------------
 
    Total expenses...................................     2,632,295
                                                        ------------
 
NET INVESTMENT LOSSES................................      (930,887)
                                                        ------------
 
UNREALIZED APPRECIATION ON INVESTMENTS...............
 Beginning of year...................................     8,605,598
 End of year.........................................     5,684,606
                                                        ------------
Change in unrealized appreciation on investments         (2,920,992)
                                                        ------------

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS    $(3,851,829)
                                                        ============
</TABLE>

See notes to financial statements.

                                       46
<PAGE>
 
                             FIRST INVESTORS LIFE
                     LEVEL PREMIUM VARIABLE LIFE INSURANCE

<TABLE>
<CAPTION>
                      STATEMENTS OF CHANGES IN NET ASSETS
 
                           YEARS ENDED DECEMBER 31,
<S>                                                            <C>           <C>
                                                                      1994          1993
                                                               -----------   -----------
Increase (Decrease) in Net Assets
 From Operations
  Net investment income (loss)...............................  $  (930,887)  $   860,676
  Change in unrealized appreciation on investments...........   (2,920,992)    5,563,208
                                                               -----------   -----------
 
  Net increase (decrease) in net assets resulting from 
   operations................................................   (3,851,879)    6,423,884
                                                               -----------   -----------
 
 From Unit Transactions
  Net insurance premiums.....................................   20,555,397    17,890,358
  Contract payments..........................................   (8,253,343)   (8,587,789)
                                                               -----------   -----------
 
  Net increase in net assets derived from unit transactions..   12,302,054     9,302,569
                                                               -----------   -----------
 
  Net increase in net assets.................................    8,450,175    15,726,453
 
Net Assets
 Beginning of year...........................................   63,921,012    48,194,559
                                                               -----------   -----------
 End of year.................................................  $72,371,187   $63,921,012
                                                               ===========   ===========
 
</TABLE>
See notes to financial statements.

                                       47
<PAGE>
 
                             FIRST INVESTORS LIFE
                     LEVEL PREMIUM VARIABLE LIFE INSURANCE

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1994

Note 1 -- Organization

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

Note 2 -- Significant Accounting Policies

   INVESTMENTS

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

   NET ASSETS REPRESENTED BY CONTRACTS

   The net assets represented by contracts represents the cash value of the
policyholder accounts which is the estimated liability for future policy
benefits.  The liability for future policy benefits is computed based upon
assumptions as to anticipated mortality, withdrawals and investment yields. The
mortality assumption is based upon the 1975-80 Basic Select plus Ultimate
mortality table.

   FEDERAL INCOME TAXES

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

 
Note 3 -- Investments

   Investments consist of the following:
<TABLE>
<CAPTION>
                                                        NET ASSET     MARKET
                                               SHARES     VALUE        VALUE        COST
                                            ----------- ---------   ----------- -----------
<S>                                         <C>         <C>         <C>          <C>
First Investors Life                                             
 Series Fund                                                     
  Cash Management.........................    1,278,618   $ 1.00   $ 1,278,618  $ 1,278,618
  High Yield..............................    2,228,425    10.58    23,587,190   23,878,448
  Growth..................................      693,452    16.73    11,600,467   10,394,496
  Discovery...............................      556,800    19.86    11,060,355    9,492,816
  Blue Chip...............................      891,224    13.75    12,255,449   10,721,550
  International Securities................      929,760    13.51    12,560,403   10,819,067
  Government..............................       57,849     9.70       561,297      595,539
  Investment Grade........................      112,881    10.31     1,163,786    1,192,131
  Utility Income..........................       45,074     9.19       414,206      424,500
                                                                   -----------  -----------
                                                                   $74,481,771  $68,797,165          
                                                                   ===========  ===========           
</TABLE>

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

Note 4 -- Mortality and Expense Risks and Deductions

   In consideration for its assumption of the mortality and expense risks
connected with the Variable Life Contracts, FIL deducts an amount equal on an
annual basis to .50% of the daily net asset value of Separate Account B.  The
deduction for the year ended December 31, 1994 was $349,558.

   A monthly charge is also made to Separate Account B for the cost of insurance
protection.  This amount varies with the age and sex of the insured and the net
amount of insurance at risk.  For further discussion, see "Cost of Insurance
Protection" in the Prospectus.  For the year ended December 31, 1994 cost of
insurance charges amounted to $2,282,737.

                                      48
<PAGE>
 
                     [This page intentionally left blank]

<PAGE>
 
TABLE OF CONTENTS                                                 
General Description...............................   2            
Charges and Expenses..............................   6
The Variable Life Policy..........................   8
Illustrations of Death Benefits,
  Cash Values and Accumulated Premiums............  17
Federal income Tax Status.........................  22
Voting Rights.....................................  23
Officers and Directors of
  First Investors Life Insurance Company..........  24
Distribution of Policies..........................  26
Custodian.........................................  26
Reports...........................................  26
State Regulation..................................  26
Experts...........................................  27
Relevance of Financial Statements.................  27
Appendix I -- Other Policy Provisions.............  27
Appendix II -- Additional Illustrations of Death
  Benefits, Cash Values and
  Accumulated Premiums............................  29
Financial Statements of First Investors Life......  33
Financial Statements of Separate Account B........  45
 
Life 318

FIRST INVESTORS LIFE
LEVEL PREMIUM
VARIABLE LIFE
INSURANCE POLICIES

- ---------------------------
Prospectus
- ----------------------------
May 1, 1995


First Investors Logo

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

Vertical line from top to bottom in center of the page about l/2 inch in
thickness.
<PAGE>
 
FIRST INVESTORS LIFE SERIES FUND

95 Wall Street, New York, New York 10005/(212) 858-8200
 
          This is a Prospectus for FIRST INVESTORS LIFE SERIES FUND ("Fund"), an
open-end, diversified management investment company.  The Fund offers ten
separate investment series, each of which has different investment objectives
and policies:  BLUE CHIP SERIES, CASH MANAGEMENT SERIES, DISCOVERY SERIES,
GOVERNMENT SERIES, GROWTH SERIES, HIGH YIELD SERIES, INTERNATIONAL SECURITIES
SERIES, INVESTMENT GRADE SERIES, TARGET MATURITY 2007 SERIES and UTILITIES
INCOME SERIES (collectively, "Series").  Each Series' investment objectives are
listed on the inside cover.  
 
          Investments in a Series are made through purchases of the Level
Premium Variable Life Insurance Policies ("Policies") or the Individual Variable
Annuity Contracts ("Contracts") offered by First Investors Life Insurance
Company ("First Investors Life").  Policy premiums, net of certain expenses, are
paid into a unit investment trust, First Investors Life Insurance Company
Separate Account B ("Separate Account B").  Purchase payments for the Contracts,
net of certain expenses, are also paid into a unit investment trust, First
Investors Life Variable Annuity Fund C ("Separate Account C").  Separate Account
B and Separate Account C ("Separate Accounts") pool these proceeds to purchase
shares of a Series designated by purchasers of the Policies or Contracts.
Investments in the Series are used to fund benefits under the Policies and
Contracts.  TARGET MATURITY 2007 SERIES is only offered to Contractowners of
Separate Account C.  

          AN INVESTMENT IN THE FUND, INCLUDING CASH MANAGEMENT SERIES, IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE
THAT THE CASH MANAGEMENT SERIES WILL BE ABLE TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE. INVESTMENTS BY THE HIGH YIELD SERIES IN HIGH-YIELD,
HIGH RISK SECURITIES, COMMONLY REFERRED TO AS "JUNK BONDS," MAY ENTAIL RISKS
THAT ARE DIFFERENT OR MORE PRONOUNCED THAN THOSE THAT WOULD RESULT FROM
INVESTMENT IN HIGHER-RATED SECURITIES.  SEE "HIGH YIELD SECURITIES--RISK
FACTORS."
 
          This Prospectus sets forth concisely the information about the Series
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 Series.  A Statement of
Additional Information ("SAI"), dated May 1, 1995 (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 Fund at the address or
telephone number indicated above.  

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

                      
                   The date of this Prospectus is May 1, 1995  
<PAGE>
 
            The investment objectives of each Series of the Fund offered by this
Prospectus are as follows:

          BLUE CHIP SERIES.  The investment objective of BLUE CHIP SERIES is to
seek high total investment return consistent with the preservation of capital.
This goal will be sought by investing, under normal market conditions, primarily
in equity securities of larger, well-capitalized companies with high potential
earnings growth that have shown a history of dividend payments, commonly known
as "Blue Chip" companies.

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

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

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

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

          HIGH YIELD SERIES.  The primary objective of HIGH YIELD SERIES is to
seek to earn a high level of current income.  The Series actively seeks to
achieve its secondary objective of capital appreciation to the extent consistent
with its primary objective.  The Series seeks to attain its objectives primarily
through investments in lower-grade, high-yielding, high risk debt securities,
commonly referred to as "junk bonds" ("High Yield Securities").

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

          INVESTMENT GRADE SERIES.  The investment objective of INVESTMENT GRADE
SERIES is to seek a maximum level of income consistent with investment in
investment grade debt securities.

 
          TARGET MATURITY 2007 SERIES.  The investment objective of TARGET
MATURITY 2007 SERIES is to seek a predictable compounded investment return for
investors who hold their Series' shares until the Series' maturity, consistent
with preservation of capital.  The Series will seek its objective by investing,
under normal market conditions, at least 65% of its total assets in zero coupon
securities which are issued by the U.S. Government, its agencies or
instrumentalities or created by third parties using securities issued by the
U.S. Government, its agencies or instrumentalities.  The Series intends to 

                                       2
<PAGE>
 
 
terminate in the year 2007.  AS A RESULT OF THE VOLATILE NATURE OF THE MARKET
FOR ZERO COUPON SECURITIES, THE VALUE OF SERIES' SHARES PRIOR TO THE SERIES'
MATURITY MAY FLUCTUATE SIGNIFICANTLY IN PRICE.  THUS, TO ACHIEVE A PREDICTABLE
RETURN, INVESTORS MUST HOLD THEIR INVESTMENTS IN THE SERIES UNTIL THE SERIES
LIQUIDATES SINCE THE SERIES' VALUE CHANGES DAILY WITH MARKET CONDITIONS.
ACCORDINGLY, ANY INVESTOR WHO REDEEMS HIS OR HER SHARES PRIOR TO THE SERIES'
MATURITY IS LIKELY TO ACHIEVE A DIFFERENT INVESTMENT RESULT THAN THE RETURN THAT
WAS PREDICTED ON THE DATE THE INVESTMENT WAS MADE, AND MAY EVEN SUFFER A
SIGNIFICANT LOSS.  There can be no assurance that the objective of the Series
will be realized.  

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


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

                                       3
<PAGE>
 
                              FINANCIAL HIGHLIGHTS
 
   The following table sets forth the per share operating performance data for a
share of beneficial interest outstanding, total return, ratios to average net
assets and other supplemental data for each period indicated.  Financial
highlights are not presented for TARGET MATURITY 2007 SERIES since this Series
did not commence operations until May 1995.  The table below has been derived
from financial statements which have been examined by Tait, Weller & Baker,
independent certified public accountants, whose report thereon appears in the
Statement of Additional Information ("SAI").  This information should be read in
conjunction with the Financial Statements and Notes thereto, which also appear
in the SAI, available at no charge upon request to the Fund.  

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

                                                 Income from Investment Operations                 Less Distributions from
                                              ---------------------------------------              -----------------------
                                                                                                                             Net  
                                                                                                                             Asset 
                             Net Asset Value               Net Realized                                                      Value 
                             ---------------     Net      and Unrealized  Total from      Net        Net                    --------

                              Beginning of    Investment   Gain (Loss)    Investment   Investment  Realized      Total       End of
                                 Period         Income    on Investments  Operations     Income     Gains    Distributions   Period 

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

<S>                          <C>              <C>         <C>             <C>          <C>         <C>       <C>            <C>
BLUE CHIP
- ---------
3/8/90* to 12/31/90              $10.00         $ .07         $ (.02)       $ .05       $    --      $  --      $     --     $10.05
1991                              10.05           .12           2.50         2.62           .05         --            .05     12.62
1992                              12.62           .16            .67          .83           .21         --            .21     13.24
1993                              13.24           .15            .97         1.12           .15         --            .15     14.21
1994                              14.21           .18           (.39)        (.21)          .08        .17            .25     13.75
 
CASH MANAGEMENT
- ---------------------------
11/9/87* to 12/31/87               1.00           .002            --          .002          .002        --            .002     1.00
1988                               1.00           .048            --          .048          .048        --            .048     1.00
1989                               1.00           .075            --          .075          .075        --            .075     1.00
1990                               1.00           .072            --          .072          .072        --            .072     1.00
1991                               1.00           .054            --          .054          .054        --            .054     1.00
1992                               1.00           .029            --          .029          .029        --            .029     1.00
1993                               1.00           .027            --          .027          .027        --            .027     1.00
1994                               1.00           .037            --          .037          .037        --            .037     1.00
 
DISCOVERY
- ---------------------------
11/9/87 to 12/31/87               10.00           .02             --           .02            --        --              --    10.02
1988                              10.02           .26            .10           .36            --        --              --    10.38
1989                              10.38           .19           2.19          2.38           .27       .09             .36    12.40
1990                              12.40           .14           (.78)         (.64)          .15       .90            1.05    10.71
1991                              10.71           .07           5.42          5.49           .18        --             .18    16.02
1992                              16.02            --           2.51          2.51           .03       .15             .18    18.35
1993                              18.35            --           3.92          3.92            --       .91             .91    21.36
1994                              21.36           .06           (.62)         (.56)           --       .94             .94    19.86
 
GOVERNMENT
- ---------------------------
1/7/92* to 12/31/92               10.00           .47            .51           .98           .33        --             .33    10.65
1993                              10.65           .64           (.02)          .66           .70       .19             .89    10.42
1994                              10.42           .79          (1.21)         (.42)          .25       .05             .30     9.70
- ------------------------------------------------------------------------------------------------------------------------------------

 * Commencement of operations 
** Adjusted to reflect ten-for-one stock split on May 1, 1991
 + Some or all expenses have been waived or assumed by the investment adviser
   from commencement of operations through December 31, 1994.

++ The effect of fees and charges incurred at the separate account level are
   not reflected in these performance figures.
(a) Annualized
</TABLE> 

                                       4
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                                    RATIOS / SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
 
 
                       Net Assets                                                     Ratio to Average Net Assets          Portfolio

    Total             End of Period            Ratio to Average Net Assets         Before Expenses Waived or Assumed       Turnover
                                            ---------------------------------  -----------------------------------------
 Return++(%)         (in thousands)           Expenses(%)     Net Income(%)    Expenses(%)    Net Investment Income(%)      Rate(%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                      <C>              <C>               <C>            <C>                           <C>
   .61(a)               $ 3,656                   --               2.95(a)         1.92(a)              1.03(a)                 15
 26.17                   13,142                 1.00               1.88            1.55                 1.34                    21
  6.67                   23,765                  .79               1.66             .86                 1.60                    40
  8.51                   34,030                  .88               1.27             N/A                  N/A                    37
 (1.45)                  41,424                  .88               1.49             N/A                  N/A                    82
                                                                                                                       
                                                                                                                       
  5.05(a)                    17                   --                 --              --                   --                   N/A
  4.94                       33                   --               4.99            7.68                (2.69)                  N/A
  7.79                    2,210                   --               7.84            1.35                 6.49                   N/A
  7.49                    8,203                  .39               6.90            1.15                 6.15                   N/A  
  5.71                    9,719                  .57               5.39             .93                 5.03                   N/A
  3.02                    8,341                  .79               2.99             .98                 2.81                   N/A
  2.70                    4,243                  .60               2.67            1.05                 2.22                   N/A
  3.77                    3,929                  .60               3.69            1.04                 3.25                   N/A
                                                                                                                       
                                                                                                                       
  1.38(a)                    18                   --                 --              --                   --                     0
  3.59                      125                   --               3.80            3.10                  .70                   158
 23.62                      283                   --               2.43            4.78                (2.35)                  231
 (5.47)                     960                   --               2.97            2.68                  .28                   104
 51.73                     4,661                 .70                .48            1.49                 (.31)                   93
 15.74                    10,527                 .91                .02            1.05                 (.12)                   91
 22.20                    21,221                 .87               (.03)            N/A                  N/A                    69
 (2.53)                   30,244                 .88                .36             N/A                  N/A                    53
                                                                                                                       
                                                                                                                       
  9.95(a)                  5,064                 .03(a)            6.64(a)          .89(a)              5.79(a)                301
  6.35                     8,234                 .35               6.60             .84                 6.11                   525
 (4.10)                    7,878                 .35               6.74             .90                 6.19                   457
 
</TABLE> 

                                       5
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                                                                 PER SHARE DATA
                           ---------------------------------------------------------------------------------------------------------

                                               Income from Investment Operations                  Less Distributions from
                                            ----------------------------------------              -----------------------
                                                                                                                              Net  
                             Net Asset                                                                                       Asset 
                               Value                     Net Realized                                                        Value 
                           -------------       Net      and Unrealized   Total from      Net        Net                    ---------

                           Beginning of     Investment  Gain (Loss) on   Investment   Investment  Realized      Total       End of 
                              Period          Income      Investments    Operations     Income     Gains    Distributions   Period  

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

<S>                        <C>              <C>         <C>              <C>          <C>         <C>       <C>            <C>
GROWTH
- ------
11/9/87* to 12/31/87          $10.00           $ .02        $  --            $ .02        $  --     $  --          $  --     $10.02
1988                           10.02             .26          .51              .77           --        --             --      10.79
1989                           10.79             .02         2.51             2.53          .18       .12            .30      13.02
1990                           13.02             .16         (.55)            (.39)         .06        --            .06      12.57
1991                           12.57             .17         4.15             4.32          .18        --            .18      16.71
1992                           16.71             .08         1.41             1.49          .18      1.38           1.56      16.64
1993                           16.64             .07          .93             1.00          .09       .10            .19      17.45
1994                           17.45             .09         (.60)            (.51)          --       .21            .21      16.73
 
HIGH YIELD
- ---------------------------
11/9/87* to 12/31/87           10.00              --           --               --           --        --             --      10.00
1988                           10.00             .74          .82             1.56           --        --             --      11.56
1989                           11.56             .74         (.92)            (.18)         .56       .11            .67      10.71
1990                           10.71            1.08        (1.79)            (.71)         .83        --            .83       9.17
1991                            9.17            1.16         1.66             2.82         1.18        --           1.18      10.81
1992                           10.81            1.11          .21             1.32         1.69        --           1.69      10.44
1993                           10.44             .96          .88             1.84         1.12        --           1.12      11.16
1994                           11.16             .87        (1.14)            (.27)         .31        --            .31      10.58
 
INTERNATIONAL SECURITIES
- ---------------------------
4/16/90* to 12/31/90           10.00             .03          .34              .37           --        --             --      10.37
1991                           10.37             .09         1.49             1.58          .03       .05            .08      11.87
1992                           11.87             .15         (.28)            (.13)         .15       .22            .37      11.37
1993                           11.37             .10         2.41             2.51          .14        --            .14      13.74
1994                           13.74             .14         (.32)            (.18)         .05        --            .05      13.51
 
INVESTMENT GRADE
- ---------------------------
1/7/92* to 12/31/92            10.00             .43          .44              .87          .34        --            .34      10.53
1993                           10.53             .65          .49             1.14          .71       .01            .72      10.95
1994                           10.95             .67        (1.06)            (.39)         .16       .09            .25      10.31
 
UTILITIES INCOME
- ---------------------------
11/15/93* to 12/31/93          10.00             .01         (.07)            (.06)          --        --             --       9.94
1994                            9.94             .24         (.96)            (.72)         .03        --            .03       9.19
 
- ------------------------------------------------------------------------------------------------------------------------------------
*   Commencement of operations
+   Some or all expenses have been waived or assumed by the investment adviser
    from commencement of operations through December 31, 1994.
++  The effect of fees and charges incurred at the separate account level are 
    not reflected in these performance figures.
(a) Annualized
</TABLE>  

                                       6
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                                    RATIOS / SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                Ratio to
                                                                                           Average Net Assets
                       Net Assets                                                           Before Expenses                Portfolio

    Total             End of Period            Ratio to Average Net Assets                 Waived or Assumed               Turnover
                                            ---------------------------------  ----------------------------------------   
 Return++(%)         (in thousands)           Expenses(%)     Net Income(%)    Expenses(%)     Net Investment Income(%)    Rate(%)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                  <C>                    <C>               <C>              <C>             <C>                         <C>
    1.38(a)               $    18                 --                --               --                  --                     0
    7.68                       38                 --              3.20             8.70               (5.50)                   31
   24.00                      570                 --              2.91             5.21               (2.30)                   24
   (2.99)                   2,366                 --              3.03             1.64                1.40                    28
   34.68                    7,743                .69              1.21             1.34                 .55                   148
    9.78                   16,385                .76               .75             1.20                 .30                    45
    6.00                   25,658                .91               .43              N/A                 N/A                    51
   (2.87)                  32,797                .90               .60              N/A                 N/A                    40
                                                                                                                    
                                                                                                                    
       0                      88                 --                --                --                  --                     0
   15.60                   4,564                 --             13.22              1.32               11.90                    46
   (1.76)                 14,354                 --             12.05               .88               11.17                    22
   (5.77)                 18,331                 --             13.21               .91               12.30                    35
   33.96                  23,634                .53             11.95               .89               11.60                    40
   13.15                  24,540                .91             10.48               .96               10.43                    84
   18.16                  30,593                .91              9.49               N/A                 N/A                    96
   (1.56)                 32,285                .88              9.43               N/A                 N/A                    50
                                                                                                                    
                                                                                                                    
    5.21(a)                3,946                 --               .99(a)           3.43(a)            (2.43)(a)                29
   15.24                   8,653               1.70               .75              2.27                 .18                    70
   (1.13)                 12,246               1.03              1.55              1.38                1.20                    36
   22.17                  21,009               1.14               .97               N/A                 N/A                    37
   (1.29)                 31,308               1.03              1.22               N/A                 N/A                    36
                                                                                                                    
                                                                                                                    
    8.91(a)                4,707                .23(a)           6.16(a)            .93(a)             5.46(a)                 72
   10.93                  10,210                .35              6.32               .85                5.82                    64
   (3.53)                 11,602                .37              6.61               .92                6.06                    15
                                                                                                                    
                                                                                                                    
   (4.66)(a)                 494                 --              1.46(a)           3.99(a)            (2.52)(a)                 0
   (7.24)                  4,720                .17              4.13               .95                3.35                    31
</TABLE> 

                                       7
<PAGE>
 
                       INVESTMENT OBJECTIVES AND POLICIES

BLUE CHIP SERIES

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

   The Series defines Blue Chip companies as those companies that have a market
capitalization of at least $300 million, are dividend paying and are included in
the S&P 500.  Market capitalization is the total market value of a company's
outstanding common stock.  Blue Chip companies are considered to be of
relatively high quality and generally exhibit superior fundamental
characteristics, which may include:  potential for consistent earnings growth, a
history of profitability and payment of dividends, leadership position in their
industries and markets, proprietary products or services, experienced
management, high return on equity and a strong balance sheet.  Blue Chip
companies usually exhibit less investment risk and share price volatility than
smaller, less established companies.  Examples of Blue Chip companies are
American Telephone & Telegraph, General Electric, Pepsico Inc. and Bristol-Myers
Squibb.

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

CASH MANAGEMENT SERIES

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

   CASH MANAGEMENT SERIES invests primarily in (1) high quality marketable
securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances, time deposits and other short-term obligations 

                                       8
<PAGE>
 
issued by banks and (3) prime commercial paper and high quality, U.S. dollar
denominated short-term corporate bonds and notes. The U.S. Government securities
in which the Series may invest include a variety of U.S. Treasury securities
that differ in their interest rates, maturities and dates of issue. Securities
issued or guaranteed by agencies or instrumentalities of the U.S. Government may
be supported by the full faith and credit of the United States or by the right
of the issuer to borrow from the U.S. Treasury. See the SAI for additional
information on U.S. Government securities. The Series may invest in domestic
bank certificates of deposit (insured up to $100,000) and bankers' acceptances
(not insured) issued by domestic banks and savings institutions which are
insured by the Federal Deposit Insurance Corporation ("FDIC") and that have
total assets exceeding $500 million. The Series also may invest in certificates
of deposit issued by London branches of domestic or foreign banks ("Eurodollar
CDs"). The Series may invest in time deposits and other short-term obligations,
including uninsured, direct obligations bearing fixed, floating or variable
interest rates, issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign branches of
foreign banks. See Appendix A to the SAI for a description of commercial paper
ratings and Appendix B to the SAI for a description of municipal note ratings.
The Series also may invest in repurchase agreements with banks that are members
of the Federal Reserve System or securities dealers that are members of a
national securities exchange or are market makers in U.S. Government securities,
and, in either case, only where the debt instrument subject to the repurchase
agreement is a U.S. Treasury or agency obligation.

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

   CASH MANAGEMENT SERIES may purchase only obligations that (1) the Adviser
determines present minimal credit risks based on procedures adopted by the
Fund's Board of Trustees, and (2) are either (a) rated in one of the top two
rating categories by at least two nationally recognized statistical ratings
organizations ("NRSROs") (or one, if only one rated the security) or (b) unrated
securities that the Adviser determines are of comparable quality.  Securities
qualify as being in the top rating category ("First Tier Securities") if at
least two NRSROs (or one, if only one rated the security) have given it the
highest rating.  If only one NRSRO has rated a security, or it is unrated, the
acquisition of that security must be approved or ratified by the Fund's Board of
Trustees.  The Series' purchases of commercial paper are limited to First Tier
Securities.  The Series may not invest more than 5% of its total assets in
securities rated in the second highest rating category ("Second Tier
Securities").  Investments in Second Tier Securities of any one issuer are
limited to the greater of 1% of the Series' total assets or $1 million.  The
Series generally may invest no more than 5% of its total assets in the
securities of a single issuer (other than securities issued by the U.S.
Government, its agencies or instrumentalities).

                                       9
<PAGE>
 
DISCOVERY SERIES

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

   The Series seeks to invest in the common stock of companies that are
undervalued in the current market in relation to fundamental economic values
such as earnings, sales, cash flow and tangible book value; that are early in
their corporate development (i.e., before they become widely recognized and well
known and while their reputations and track records are still emerging); or that
offer the possibility of greater earnings because of revitalized management, new
products or structural changes in the economy.  Such companies primarily are
those with small to medium market capitalization, which the Series considers to
be market capitalization of up to $1 billion.  The Adviser believes that, over
time, these securities are more likely to appreciate in price than securities
whose market prices have already reached their perceived economic value.  In
addition, the Series intends to diversify its holdings among as many companies
and industries as the Adviser deems appropriate.

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

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

   The Series may invest up to 10% of its total assets in common stocks issued
by foreign companies which are traded on a recognized domestic or foreign
securities exchange.  In addition to the fundamental analysis of companies and
their industries which it performs for U.S. issuers, the Adviser evaluates the
economic and political climate of the country in which the company is located
and the principal securities markets in which such securities are traded.
Although the foreign stocks in which the Series invests are primarily
denominated in foreign currencies, the Series also may invest in ADRs.  The
Adviser does not attempt to time actively either short-term market trends or
short-term currency trends in any market.  See "Foreign Securities--Risk
Factors" and "American Depository Receipts and Global Depository Receipts."

                                       10
<PAGE>
 
   The Series may borrow money for temporary or emergency purposes in amounts
not exceeding 5% of its total assets.  The Series also may enter into repurchase
agreements and may make loans of portfolio securities.  For temporary defensive
purposes, the Series may invest all of its assets in U.S. Government
Obligations, prime commercial paper, certificates of deposit and bankers'
acceptances.  See the SAI for more information regarding these securities.

GOVERNMENT SERIES

   GOVERNMENT SERIES seeks to achieve a significant level of current income
which is consistent with security and liquidity of principal by investing, under
normal market conditions, at least 65% of its assets in U.S. Government
Obligations, including mortgage-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 the Series are not insured or
guaranteed by the U.S. Government or any agency or instrumentality.  The net
asset value of shares of the Series generally will fluctuate in response to
interest rate levels.  When interest rates rise, prices of fixed income
securities generally decline; when interest rates decline, prices of fixed
income securities generally rise.  See "U.S. Government Obligations" and "Debt
Securities-Risk Factors," below.

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

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

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

                                       11
<PAGE>
 
GROWTH SERIES

   The investment objective of GROWTH SERIES is long-term capital appreciation.
Current income through the receipt of interest or dividends from investments
will merely be incidental to the Series' efforts in pursuing its goal.  It is
the policy of the Series to invest, under normal market conditions, primarily in
common stocks and it is anticipated that the Series will usually be so invested.
It also may invest to a limited degree in convertible securities and preferred
stocks.  At least 75% of the value of the Series' total assets (excluding
securities held for defensive purposes) shall be invested in securities of
companies in industries in which the Adviser, or the Series' investment
subadviser, Wellington Management Company ("Subadviser" or "WMC"), believes
opportunities for capital growth exist.  The Series does not intend to
concentrate its investments in a particular industry, but it may invest up to
25% of the value of its assets in a particular industry.  The Series may also
invest in ADRs, purchase securities on a when-issued or delayed delivery basis
and make loans of portfolio securities.  The Series may borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
For temporary defensive purposes, the Series may invest all of its assets in
U.S. Government Obligations, investment grade bonds, prime commercial paper,
certificates of deposit, bankers' acceptances, repurchase agreements and
participation interests.  See the SAI for a description of these securities.

HIGH YIELD SERIES

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

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

   The Series may invest up to 35% of its total assets in securities other than
High Yield Securities, including:  dividend-paying common stocks; securities
convertible into, or exchangeable for, common stock; debt obligations of all
types (including bonds, debentures and notes) rated A or better by Moody's or
S&P; U.S. Government Obligations; warrants and money market instruments
consisting of prime commercial paper, certificates of deposit of domestic
branches of U.S. banks, bankers' acceptances and repurchase agreements.

                                       12
<PAGE>
 
   In any period of market weakness or of uncertain market or economic
conditions, the Series may establish a temporary defensive position to preserve
capital by having all or part of its assets invested in investment grade debt
securities or retained in cash or cash equivalents, including bank certificates
of deposit, bankers' acceptances, U.S. Government Obligations and commercial
paper issued by domestic corporations.  See the SAI for more information
concerning these securities.

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

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

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

   Because of the greater number of investment considerations involved in
investing in High Yield Securities, the achievement of the Series' investment
objectives depends more on the Adviser's research abilities than would be the
case if the Series were investing primarily in securities in the higher rated
categories.  Because medium- to lower-rated securities generally involve greater
risks of loss of income and principal than higher-rated securities, investors
should consider carefully the relative risks associated with investments in
securities that carry medium to lower ratings or, if unrated, deemed to be of
comparable quality by the Adviser.  See "High Yield Securities--Risk Factors"
and Appendix A for a description of corporate bond ratings.
 
   The dollar weighted average of credit ratings of all bonds held by the Series
during the 1994 fiscal year, computed on a monthly basis, is set forth below.
This information reflects the average composition of the Series' assets during
the 1994 fiscal year and is not necessarily representative of the Series as of
the end of its 1994 fiscal year, the current fiscal year or at any other time in
the future. 

                                       13
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                      COMPARABLE QUALITY OF
                                      UNRATED SECURITIES TO
                  RATED BY MOODY'S   BONDS RATED BY MOODY'S
                  -----------------  -----------------------
<S>               <C>                <C>
         Baa                  1.07%                       0%
         Ba                  12.74                     1.72
         B                   67.88                     2.31
         Caa                  4.82                     0.98
         Ca                   0.10                        0
                             -----                     ----
         Total               86.61%                    5.01%
 
</TABLE> 

INTERNATIONAL SECURITIES SERIES

   INTERNATIONAL SECURITIES SERIES primarily seeks long-term capital growth and
secondarily seeks to earn a reasonable level of current income.  The Series 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 Series to react to rapidly changing economic
conditions among countries which cause the relative attractiveness of
investments within national markets to be subject to frequent reappraisal.  It
is a fundamental policy of the Series that no more than 35% of its total assets
will be invested in securities issued by U.S. companies and U.S. Government
Obligations or cash and cash equivalents denominated in U.S. currency.  In
addition, the Series presently does not intend to invest more than 35% of its
total assets in any one particular country.  Further, except for temporary
defensive purposes, the Series' assets will be invested in securities of at
least three different countries outside the United States.  For defensive
purposes, the Series may temporarily invest in securities issued by U.S.
companies and the U.S. Government and its agencies and instrumentalities, or
cash equivalents denominated in U.S. currency, without limitation as to amount.
See "Foreign Securities--Risk Factors".

   The Series may purchase securities traded on any foreign stock exchange.  The
Series may also purchase American Depository Receipts ("ADRs") and Global
Depository Receipts ("GDRs").  See "American Depository Receipts and Global
Depository Receipts," below.  The Series also may invest up to 25% of its total
assets in unlisted securities of foreign issuers; provided, however, that no
more than 15% of the value of its net assets may be invested in unlisted
securities with a limited trading market and other illiquid investments.  The
investment standards for the selection of unlisted securities are the same as
those used in the purchase of securities traded on a stock exchange.
   
   The Series may invest in warrants, which may or may not be listed on a
recognized United States or foreign exchange.  The Series also may enter into
repurchase agreements, purchase securities on a when-issued or delayed delivery
basis and make loans of portfolio securities.  The Series also may borrow money
for temporary or emergency purposes in amounts not exceeding 5% of its total
assets.  See the SAI for further information concerning these securities.

INVESTMENT GRADE SERIES

   INVESTMENT GRADE SERIES seeks to generate a maximum level of income
consistent with investment in investment grade debt securities.  The Series
seeks to achieve its objective by investing, under normal market conditions, at
least 65% of its total assets in debt securities of U.S. issuers that are rated
in the four highest rated categories by Moody's or S&P, or in unrated 

                                       14
<PAGE>
 
securities that are deemed to be of comparable quality by the Adviser
("investment grade securities"). The Series may invest up to 35% of its total
assets in U.S. Government Obligations, including mortgage-related securities,
dividend-paying common and preferred stocks, obligations convertible into common
stocks, repurchase agreements, debt securities rated below investment grade and
money market instruments. The Series may invest up to 5% of its net assets in
corporate or government debt securities of foreign issuers which are U.S. dollar
denominated and traded in U.S. markets. The Series may also borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
The Series may purchase securities on a when-issued basis, make loans of
portfolio securities and invest in zero coupon or pay-in-kind securities. See
"Description of Certain Securities, Other Investment Policies and Risk Factors,"
below, and the SAI for additional information concerning these securities.

   The published reports of rating services are considered by the Adviser in
selecting rated securities for the Series' portfolio.  The Adviser also relies,
among other things, on its own credit analysis, which includes a study of the
existing debt's capital structure, the issuer's ability to service debt (or to
pay dividends, if investing in common or preferred stock) and the current trend
of earnings for the issuer.  Although up to 100% of the Series' total assets can
be invested in debt securities rated at least Baa by Moody's or at least BBB by
S&P, or unrated debt securities deemed to be of comparable quality by the
Adviser, no more than 5% of the Series' net assets may be invested in debt
securities rated lower than Baa by Moody's or BBB by S&P (including securities
that have been downgraded), or, if unrated, deemed to be of comparable quality
by the Adviser, or in any equity securities of any issuer if a majority of the
debt securities of such issuer are rated lower than Baa by Moody's or BBB by
S&P.  Securities rated BBB or Baa by S&P or Moody's, respectively, are
considered to be speculative with respect to the issuer's ability to make
principal and interest payments.  The Adviser continually monitors the
investments in the Series' portfolio and carefully evaluates on a case-by-case
basis whether to dispose of or retain a debt security which has been downgraded
to a rating lower than investment grade.  See "Debt Securities--Risk Factors"
and Appendix A for a description of corporate bond ratings.

   For temporary defensive purposes, the Series may invest all of its assets in
money market instruments, short-term fixed income securities or U.S. Government
Obligations.  See the SAI for additional information concerning these
securities.
 
TARGET MATURITY 2007 SERIES 
 
   TARGET MATURITY 2007 SERIES seeks to provide a predictable compounded
investment for investors who hold their Series shares until the Series'
maturity, consistent with preservation of capital.  The Series will seek its
objective by investing, under normal market conditions, at least 65% of its
total assets in zero coupon securities which are issued by the U.S. Government
and its agencies and instrumentalities or created by third parties using
securities issued by the U.S. Government and its agencies and instrumentalities.
These investments will mature no later than December 31, , 2007 (the "Maturity
Date").  On the Maturity Date, the Series will be converted to cash and
distributed or reinvested in another series of the Fund at the investor's
choice. 
 
   The Series seeks to provide investors with a positive total return at the
Maturity Date which, together with the reinvestment of all dividends and
distributions, exceeds their original investment in the Series by a relatively
predictable amount.  While the risk of fluctuation in the values of zero coupon
securities is greater when the period to maturity is longer, that risk tends to
diminish as the  

                                       15
<PAGE>
 
 
Maturity Date approaches. Although an investor can redeem shares at the current
net asset value at any time, any investor who redeems his or her shares prior to
the Maturity Date is likely to achieve a different investment result than the
return that was predicted on the date the investment was made, and may even
suffer a significant loss. 
 
   Zero coupon securities are debt obligations that do not entitle the holder to
any periodic payment of interest prior to maturity or a specified date when the
securities begin paying current interest.  They are issued and traded at a
discount from their face amount or par value, which discount varies depending on
the time remaining until maturity, prevailing interest rates, liquidity of the
security and the perceived credit quality of the issuer.  When held to maturity,
their entire return, which consists of the accretion of the discount, comes from
the difference between their issue price and their maturity value.  This
difference is known at the time of purchase, so investors holding zero coupon
securities until maturity know the amount of their investment return at the time
of their investment.  The market values are subject to greater market
fluctuations from changing interest rates prior to maturity than the values of
debt obligations of comparable maturities that bear interest currently.  See
"Zero Coupon Securities-Risk Factors." 
 
   A portion of the total realized return from conventional interest-paying
bonds comes from the reinvestment of periodic interest.  Since the rate to be
earned on these reinvestments may be higher or lower than the rate quoted on the
interest-paying bonds at the time of the original purchase, the total return of
interest-paying bonds is uncertain even for investors holding the security to
its maturity.  This uncertainty is commonly referred to as reinvestment risk and
can have a significant impact on total realized investment return.  With zero
coupon securities, however, there are no cash distributions to reinvest, so
investors bear no reinvestment risk if they hold the zero coupon securities to
maturity. 
 
   The Series will primarily purchase three types of zero coupon securities:
(1) U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal
Securities) which are created when the coupon payments and the principal payment
are stripped from an outstanding Treasury security by the Federal Reserve Bank.
Bonds issued by the Resolution Funding Corporation (REFCORP) can  also be
stripped in this fashion.  (2)  STRIPS which are created when a dealer deposits
a Treasury security or a Federal agency security with a custodian for
safekeeping and then sells the coupon payments and principal payment that will
be generated by this security.  Bonds issued by the Financing Corporation (FICO)
can be stripped in this fashion.  (3) Zero coupon securities of Federal agencies
and instrumentalities either issued directly by an agency in the form of a zero
coupon bond or created by stripping an outstanding bond. 
 
   The Series may invest up to 35% of its total assets in the following
instruments:  interest- bearing obligations issued by the U.S. Government and
its agencies and instrumentalities (see "U.S. Government Obligations");
corporate debt securities, including corporate zero coupon securities;
repurchase agreements; and money market instruments consisting of prime
commercial paper, certificates of deposit of domestic branches of U.S. banks and
bankers' acceptances.  The TARGET MATURITY 2007 SERIES may only invest in debt
securities rated A or better by Moody's or S&P or in unrated securities that are
deemed to be of comparable quality by the Adviser.  Debt obligations rated A or
better by Moody's or S&P comprise what are known as high-grade bonds and are
regarded as having a strong capacity to pay principal and interest.  See
Appendix A for a description of corporate bond ratings.  The Series may also
invest in restricted and illiquid securities, make loans  

                                       16
<PAGE>
 
 
of portfolio securities and purchase securities on a when-issued basis. See the
SAI for more information regarding these types of investments. 

UTILITIES INCOME SERIES

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

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

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

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

                                       17
<PAGE>
 
fixed income securities or retained in cash or cash equivalents. See the SAI for
a description of these securities.

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

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

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

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

   COMMERCIAL PAPER.  Commercial paper is a promissory note issued by a
corporation to finance short-term credit needs which may either be unsecured or
backed by a letter of credit.  Commercial paper includes notes, drafts or
similar instruments payable on demand or having a maturity at the time of
issuance not exceeding nine months, exclusive of days of grace or any renewal
thereof.  See Appendix A to the SAI for a description of commercial paper
ratings.

                                       18
<PAGE>
 
   CONVERTIBLE SECURITIES.  A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula.  A convertible
security entitles the holder to receive interest paid or accrued on debt or
dividends paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged.  Convertible securities have unique investment
characteristics in that they generally (1) have higher yields than common
stocks, but lower yields than comparable non-convertible securities, (2) are
less subject to fluctuation in value than the underlying stock because they have
fixed income characteristics, and (3) provide the potential for capital
appreciation if the market price of the underlying common stock increases.  See
the SAI for more information on convertible securities.
 
   DEBT SECURITIES--RISK FACTORS.  The market value of debt securities is
influenced primarily by changes in the level of interest rates.  Generally, as
interest rates rise, the market value of debt securities decreases.  Conversely,
as interest rates fall, the market value of debt securities increases.  Factors
which could result in a rise in interest rates, and a decrease in the market
value of debt securities, include an increase in inflation or inflation
expectations, an increase in the rate of U.S. economic growth, an expansion in
the Federal budget deficit or an increase in the price of commodities such as
oil.  In addition, the market value of debt securities is influenced by
perceptions of the credit risks associated with such securities.  Sale of debt
securities prior to maturity may result in a loss and the inability to replace
the sold securities with debt securities with a similar yield.  Debt obligations
rated lower than Baa by Moody's or BBB by S&P, commonly referred to as "junk
bonds" are speculative and generally involve a higher risk of loss of principal
and income than higher-rated securities.  See "High Yield Securities--Risk
Factors" and Appendix A for a description of corporate bond ratings. 

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

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

                                       19
<PAGE>
 
 
   FOREIGN SECURITIES--RISK FACTORS.  INTERNATIONAL SECURITIES SERIES, GROWTH
SERIES and DISCOVERY SERIES 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 Series
may buy foreign currency outright to purchase securities denominated in that
foreign currency at a future date.  Because the Series do not intend to hedge
their foreign investments, each Series 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 INTERNATIONAL SECURITIES SERIES, GROWTH SERIES or DISCOVERY SERIES
held in foreign countries. 
 
   INTERNATIONAL SECURITIES SERIES' and DISCOVERY SERIES' 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. 
  
   HIGH YIELD SECURITIES--RISK FACTORS.  High Yield Securities are subject to
certain risks that may not be present with investments in higher grade
securities.
 
      EFFECT OF INTEREST RATE AND ECONOMIC CHANGES.  High Yield Securities rated
lower than Baa by Moody's or BBB by S&P, commonly referred to as "junk bonds"
are speculative and generally involve a higher risk or loss of principal and
income than higher-rated securities. The prices of High Yield Securities tend to
be less sensitive to interest rate changes than higher-rated investments, but
may be more sensitive to adverse economic changes or individual corporate
developments.  Periods of economic uncertainty and changes generally result in
increased volatility in the market prices and yields of High Yield Securities
and thus in a Series' net asset value.  A strong economic downturn or a
substantial period of rising interest rates could severely affect the market for
High Yield Securities.  In these circumstances, highly leveraged companies might
have greater difficulty in making principal and interest payments, meeting
projected business goals, and obtaining additional financing.  Thus, there could
be a higher incidence of default.  This would affect the value of such
securities and thus a Series' net asset value.  Further, if the issuer of a
security owned by a Series defaults, that Series might incur additional expenses
to seek recovery. 

   Generally, when interest rates rise, the value of fixed rate debt
obligations, including High Yield Securities, tends to decrease; when interest
rates fall, the value of fixed rate debt obligations tends to increase.  If an
issuer of a High Yield Security containing a redemption or call provision
exercises either provision in a declining interest rate market, a Series would
have to replace the security, 

                                       20
<PAGE>
 
which could result in a decreased return for shareholders. Conversely, if a
Series experiences unexpected net redemptions in a rising interest rate market,
it might be forced to sell certain securities, regardless of investment merit.
This could result in decreasing the assets to which Series expenses could be
allocated and in a reduced rate of return for that Series. While it is
impossible to protect entirely against this risk, diversification of a Series'
portfolio and the Adviser's careful analysis of prospective portfolio securities
should minimize the impact of a decrease in value of a particular security or
group of securities in a Series' portfolio.
 
      THE HIGH YIELD SECURITIES MARKET.  The market for below investment grade
bonds expanded rapidly in the 1980's, and its growth paralleled a long economic
expansion.  During that period, the yields on below investment grade bonds rose
dramatically.  Such higher yields did not reflect the value of the income stream
that holders of such bonds expected, but rather the risk that holders of such
bonds could lose a substantial portion of their value as a result of the
issuers' financial restructuring or default.  In fact, from 1989 to 1991 during
a period of economic recession, the percentage of lower quality securities that
defaulted rose significantly, although the default rate decreased in subsequent
years.  There can be no assurance that such declines in the below investment
grade market will not reoccur.  The market for below investment grade bonds
generally is thinner and less active than that for higher quality bonds, which
may limit a Fund's ability to sell such securities at fair value in response to
changes in the economy or the financial markets.  Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the
values and liquidity of lower rated securities, especially in a thinly traded
market. 

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

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

   The ability of a Series to value or sell High Yield Securities will be
adversely affected to the extent that such securities are thinly traded or
illiquid.  During such periods, there may be less 

                                       21
<PAGE>
 
reliable objective information available and thus the responsibility of the
Fund's Board of Trustees to value High Yield Securities becomes more difficult,
with judgment playing a greater role. Further, adverse publicity about the
economy or a particular issuer may adversely affect the public's perception of
the value, and thus liquidity, of a High Yield Security, whether or not such
perceptions are based on a fundamental analysis.

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

   MORTGAGE-RELATED 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-related 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-related 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 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 SERIES 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 SERIES 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 

                                       22
<PAGE>
 
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 Series may fail to fully recoup its initial
investment in these securities. The market value of the class consisting
primarily or entirely of principal payments generally is unusually volatile in
response to changes in interest rates.
 
   RISKS OF MORTGAGE-RELATED SECURITIES.  Investments in mortgage-related
securities entail both market and prepayment risk.  Fixed-rate mortgage-related
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-related 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-related 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-related securities.  CMOs and SMBS involve
similar risks, although they may be more volatile.  In addition, because SMBS
were only recently introduced, established trading markets for these securities
have not yet developed, although the securities are traded among institutional
investors and investment banking firms. 
 
   PORTFOLIO TURNOVER.  The decline in interest rates in 1993 and 1994 had an
impact on the mortgage-related securities market, where a large volume of
prepayments of mortgages occurred.  As a result of these prepayments, among
other things, GOVERNMENT SERIES liquidated many of its positions in premium
mortgage-backed securities.  This resulted in a portfolio turnover rate of 457%
for the fiscal year ended 1994.  A high rate of portfolio turnover generally
leads to increased transaction costs and may result in a greater number of
taxable transactions.  See "Allocation of Portfolio Brokerage" in the SAI.  The
TARGET MATURITY 2007 SERIES currently does not expect its annual rate of
portfolio turnover to exceed 100%.  See the SAI for the other Series' portfolio
turnover rate and for more information on portfolio turnover. 

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

                                       23
<PAGE>
 
 
   Under current guidelines of the staff of the SEC, interest-only and
principal-only classes of fixed-rate mortgage-related 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 the GOVERNMENT FUND's Board of Directors.
The 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 net asset value. 

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

   U.S. GOVERNMENT OBLIGATIONS.  Securities issued or guaranteed as to principal
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.

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

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

   Certain utilities, especially gas and telephone utilities, have in recent
years been affected by increased competition, which could adversely affect the
profitability of such utility companies.  In addition, expansion by companies
engaged in telephone communication services of their non-regulated activities
into other businesses (such as cellular telephone services, data processing,
equipment retailing, computer services and financial services) has provided the
opportunity for 

                                       24
<PAGE>
 
increases in earnings and dividends at faster rates than have been allowed in
traditional regulated businesses. However, technological innovations and other
structural changes also could adversely affect the profitability of such
companies in competition with utilities companies.

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

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

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

   ZERO COUPON AND PAY-IN-KIND SECURITIES.  Zero coupon securities are debt
obligations that do not entitle the holder to any periodic payment of interest
prior to maturity or a specified date when the securities begin paying current
interest.  They are issued and traded at a discount from their face amount or
par value, which discount varies depending on the time remaining until cash
payments begin, prevailing interest rates, liquidity of the security and the
perceived credit quality of the issuer.  Pay-in-kind securities are those that
pay interest through the issuance of additional securities.  The market prices
of zero coupon and pay-in-kind securities generally are more volatile than the
prices of securities that pay interest periodically and in cash and are likely
to respond to changes in interest rates to a greater degree than do other types
of debt securities having similar maturities and credit quality.  Original issue
discount earned on zero coupon securities and the "interest" on pay-in-kind
securities must be included in a Series' income.  Thus, to continue to qualify
for tax treatment as a regulated investment company and to avoid a certain
excise tax on undistributed income, a Series may be required to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives.  See "Taxes" in the SAI.  These distributions must be made from a
Series' cash assets or, if necessary, from the proceeds of sales of portfolio
securities.  A Series will not be able to purchase additional income-producing
securities with cash used to make such distributions, and its current income
ultimately could be reduced as a result.
 
   ZERO COUPON SECURITIES-RISK FACTORS.  Zero coupon securities are debt
securities and thus are subject to the same risk factors as all debt securities.
See "Debt Securities-Risk Factors."  The market prices of zero coupon
securities, however, generally are more volatile than the prices of securities
that pay interest periodically and in cash and are likely to respond to changes
in interest rates to a greater degree than do other types of debt securities
having similar maturities and credit quality.  As a result, the net asset value
of shares of the TARGET MATURITY 2007 SERIES may fluctuate over a greater range
than shares of the other Series or mutual funds that invest in debt obligations
having similar maturities but that make current distributions of interest. 

                                       25
<PAGE>
 
 
   Zero coupon securities can be sold prior to their due date in the secondary
market at their then prevailing market value, which depends primarily on the
time remaining to maturity, prevailing levels of interest rates and the
perceived credit quality of the issuer.  The prevailing market value may be more
or less than the securities' value at the time of purchase.  While the objective
of the TARGET MATURITY 2007 SERIES is to seek a predictable compounded
investment return for investors who hold their Series shares until the Series'
maturity, the Series cannot assure that it will be able to achieve a certain
level of return due to the possible necessity of having to sell certain zero
coupon securities to pay expenses, dividends or meet redemptions at times and at
prices that might be disadvantageous or, alternatively, the need to invest
assets received from new purchases at prevailing interest rates, which would
expose the Series to reinvestment risk.  In addition, no assurance can be given
as to the liquidity of the market for certain of these securities.
Determination as to the liquidity of such securities will be made in accordance
with guidelines established by the Fund's Board of Trustees.  In accordance with
such guidelines, the Adviser will monitor the Series' investments in such
securities with particular regard to trading activity, availability of reliable
price information and other relevant information. 

                               HOW TO BUY SHARES

   Investments in a Series are made through purchases of the Policies or the
Contracts offered by First Investors Life.  Policy premiums, net of certain
expenses, are paid into a unit investment trust, Separate Account B.  Purchase
payments for the Contracts, net of certain expenses, are also paid into a unit
investment trust, Separate Account C.  The Separate Accounts pool these proceeds
to purchase shares of a Series designated by purchasers of the Policies or
Contracts.  Orders for the purchase of Series shares received prior to the close
of regular trading on the New York Stock Exchange ("NYSE"), generally 4:00 P.M.
(New York City time), on any business day the NYSE is open for trading, will be
processed and shares will be purchased at the net asset value determined at the
close of regular trading on the NYSE on that day.  Orders received after the
close of regular trading on the NYSE will be processed at the net asset value
determined at the close of regular trading on the NYSE on the next trading day.
See "Determination of Net Asset Value."

                              HOW TO REDEEM SHARES

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

                                   MANAGEMENT

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

                                       26
<PAGE>
 
   ADVISER.  First Investors Management Company, Inc. supervises and manages
each Series' investments, supervises all aspects of each Series' operations and,
except for INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, determines each
Series' portfolio transactions.  The Adviser is a New York corporation located
at 95 Wall Street, New York, NY  10005.  First Investors Consolidated
Corporation ("FICC") owns all of the voting common stock of the Adviser and all
of the outstanding stock of First Investors Corporation and the Transfer Agent.
Mr. Glenn O. Head (or members of his family) and Mrs. Julie W. Grayson (as
executrix of the estate of her deceased husband, David D. Grayson) each control
more than 25% of the voting stock of FICC and, therefore, jointly control the
Adviser.
 
   As compensation for its services, the Adviser receives an annual fee from
each Series, which is payable monthly.  For the fiscal year ended December 31,
1994, the advisory fees were 0.75% of average daily net assets for each of BLUE
CHIP SERIES, DISCOVERY SERIES, GROWTH SERIES, HIGH YIELD SERIES and
INTERNATIONAL SECURITIES SERIES, 0.35% of average daily net assets, net of
waiver, for each of GOVERNMENT SERIES and INVESTMENT GRADE SERIES, 0.31% of
average daily net assets, net of waiver, for CASH MANAGEMENT SERIES and 0.17%
average daily net assets, net of waiver, for UTILITIES INCOME SERIES.  As
compensation for its services, the Adviser receives a fee from TARGET MATURITY
2007 SERIES at the rate of 0.75% of the average daily net assets of that Series.
 
   Each Series bears all expenses of its operations other than those incurred by
the Adviser under the terms of its advisory agreement.  Series 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.

   SUBADVISER.  Wellington Management Company has been retained by the Adviser
and the Fund, on behalf of INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, as
each of those Series' investment subadviser.  The Adviser has delegated
discretionary trading authority to WMC with respect to all the assets of
INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, subject to the continuing
oversight and supervision of the Adviser and the Board of Trustees.  As
compensation for its services, WMC is paid by the Adviser, and not by either
Series, a fee which is computed daily and paid monthly.
 
   WMC, located at 75 State Street, Boston, MA 02109, is a Massachusetts general
partnership of which Robert W. Doran, Duncan M. McFarland and John B. Neff 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, 1994, WMC held discretionary investment authority with respect to
approximately $80.0 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 $58.3 billion as of
December 31, 1994.  WMC is not affiliated with the Adviser or any of its
affiliates. 

   PORTFOLIO MANAGERS.  Patricia D. Poitra, Director of Equities, has been
primarily responsible for the day-to-day management of the BLUE CHIP SERIES
since October 1994 and DISCOVERY SERIES since 1988.  Ms. Poitra is assisted by a
team of portfolio analysts.  Ms. Poitra has been responsible 

                                       27
<PAGE>
 
for the management of the Special Situations Series, the Blue Chip Series and
the small capitalization equity portion of Total Return Series, all series of
First Investors Series Fund. Ms. Poitra also is responsible for the management
of the Blue Chip Fund of Executive Investors Trust and the Made In The U.S.A.
Fund of First Investors Series Fund II, Inc. Ms. Poitra joined FIMCO in 1985 as
a Senior Equity Analyst.

   George V. Ganter has been Portfolio Manager for HIGH YIELD SERIES since 1989.
Mr. Ganter joined FIMCO in 1985 as an Analyst.  In 1986, he was made Portfolio
Manager for First Investors Special Bond Fund, Inc.  In 1989, he was made
Portfolio Manager for First Investors High Yield Fund, Inc. and Executive
Investors High Yield Fund.

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

   Nancy Jones has been Portfolio Manager for INVESTMENT GRADE SERIES since its
inception in 1992 and CASH MANAGEMENT SERIES since 1989.  Ms. Jones joined FIMCO
in 1983 as Director of Research in the High Yield Department.  In 1989, she
became Portfolio Manager for First Investors Fund For Income, Inc.  Ms. Jones
has been Portfolio Manager for Investment Grade Series of First Investors Series
Fund since its inception in 1991 and has managed the fixed income corporate
securities portion of Total Return Series of First Investors Series Fund since
1992.

   Matthew E. Magargel, Vice President of WMC, has been Portfolio Manager for
GROWTH SERIES since 1992.  He joined WMC in 1983 as a research analyst and took
on additional responsibilities as a portfolio manager in 1988.  In 1991, Mr.
Magargel became solely a portfolio manager with WMC.
 
   Since April 1995, John Tomasulo has been primarily responsible for the day-
to-day management of the GOVERNMENT SERIES and the TARGET MATURITY 2007 SERIES.
Mr. Tomasulo is also responsible for the management of the Government Fund and
for the U.S. Government and mortgage-backed securities portion of the Total
Return Series of First Investors Series Fund.  Prior to joining FIMCO, Mr.
Tomasulo was affiliated with Seligman & Co. since 1987 where he assisted in the
management of a U.S. government fund and individual accounts and had primary
responsibility for three money market funds. 
 
   As of April 1, 1994, INTERNATIONAL SECURITIES SERIES 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. 


                        DETERMINATION OF NET ASSET VALUE

   The net asset value of shares of each Series 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 other times as the Fund's Board of
Trustees deems necessary by dividing the value of the securities held by the
Series, plus any cash and other assets, less all liabilities, by the number of

                                       28
<PAGE>
 
shares outstanding.  If there is no available market value, securities will be
valued at their fair value as determined in good faith pursuant to procedures
adopted by the Board of Trustees.  The NYSE currently observes the following
holidays:  New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

   The investments in CASH MANAGEMENT SERIES, when purchased at a discount, are
valued at amortized cost and when purchased at face value, are valued at cost
plus accrued interest.

                       DIVIDENDS AND OTHER DISTRIBUTIONS

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

                                     TAXES

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

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

   Each Series intends to comply with the diversification requirements imposed
by section 817(h) of the Code and the regulations thereunder.  These
requirements, which are in addition to the diversification requirements imposed
on the Series by the 1940 Act and Subchapter M of the Code, place certain
limitations on the assets of Separate Accounts B and C -- and of the Series,
because section 817(h) and those regulations treat the assets of the Series as
assets of Separate Accounts B 

                                       29
<PAGE>
 
and C -- that may be invested in securities of a single issuer. Specifically,
the regulations provide that, except as permitted by the "safe harbor" described
below, as of the end of each calendar quarter (or within 30 days thereafter) no
more than 55% of a Series' total assets may be represented by any one
investment, no more than 70% by any two investments, no more than 80% by any
three investments and no more than 90% by any four investments. For this
purpose, all securities of the same issuer are considered a single investment,
and while each U.S. Government agency and instrumentality is considered a
separate issuer, a particular foreign government and its agencies,
instrumentalities and political subdivisions are considered the same issuer.
Section 817(h) provides, as a safe harbor, that a separate account will be
treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities and
securities of other RICs. Failure of a Series to satisfy the section 817(h)
requirements would result in taxation of First Investors Life and treatment of
the Contract holders and Policyowners other than as described in the
Prospectuses of Separate Accounts B and C.

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

                              GENERAL INFORMATION

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

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

   TRANSFER AGENT.  Administrative Data Management Corp., 10 Woodbridge Center
Drive, Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as
transfer agent for each Series and as redemption agent for regular redemptions.

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

   SHAREHOLDER INQUIRIES.  Shareholder inquiries can be made by calling First
Investors Life at 212-858-8200.
 
   ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS.  It is the 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  

                                       30
<PAGE>
 
 
will be mailed if requested in writing or by telephone by any shareholder. The
Fund will ensure that an additional copy of such reports are sent to any
shareholder who subsequently changes his or her mailing address. 


                                   APPENDIX A
                     DESCRIPTION OF CORPORATE BOND RATINGS

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

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

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

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

   2.        Nature of and provisions of the obligation;

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

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

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

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

   BBB  Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal.  Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

   BB, B, CCC, CC, C  Debt rated "BB," "B," "CCC," "CC" and "C" is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal.  "BB" indicates the least degree of speculation and "C" the
highest.  While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

                                       31
<PAGE>
 
   BB  Debt rated "BB" has less near-term vulnerability to default than other
speculative issues.  However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.  The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.

   B  Debt rated "B" has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments.  Adverse
business, financial, or economic conditions will  likely impair capacity or
willingness to pay interest and repay principal.  The "B" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "BB" or "BB-" rating.

   CCC  Debt rated "CCC" has a currently identifiable vulnerability to default
and is dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

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

   C  The rating "C" typically is applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating.  The "C" rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

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

   D  Debt rated "D" is in payment default.  The "D" rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period.  The "D" rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

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


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

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

   Aa  Bonds which are rated "Aa" are judged to be of high quality by all
standards.  Together with the Aaa group they comprise what are generally known
as high-grade bonds.  They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, 

                                       32
<PAGE>
 
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat greater
than the Aaa securities.

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

   Baa  Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time.  Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

   Ba  Bonds which are rated "Ba" are judged to have speculative elements; their
future cannot be considered as well-assured.  Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future.  Uncertainty of position
characterizes bonds in this class.

   B  Bonds which are rated "B" generally lack characteristics of the desirable
investment.  Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

   Caa  Bonds which are rated "Caa" are of poor standing.  Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

   Ca  Bonds which are rated "Ca" represent obligations which are speculative in
a high degree.  Such issues are often in default or have other marked
shortcomings.

   C  Bonds which are rated "C" are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

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

                                       33
<PAGE>

         In the printed version of the document this is a blank page.


<PAGE>
 

         In the printed version of the document this is a blank page.


<PAGE>
 

         In the printed version of the document this is a blank page.


<PAGE>
 
            TABLE OF CONTENTS
            -----------------
  
Financial Highlights................   4
Investment Objectives and Policies..   8
How to Buy Shares...................  26
How to Redeem Shares................  26
Management..........................  26
Determination of Net Asset Value....  28
Dividends and Other Distributions...  29
Taxes...............................  29
General Information.................  30
Appendix A..........................  31
 

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
TRANSFER AGENT                    Two Penn Center Plaza
Administrative Data               Philadelphia, PA  19102-1707
  Management Corp.
10 Woodbridge Center Drive        LEGAL COUNSEL
Woodbridge, NJ  07095-1198        Kirkpatrick & Lockhart
                                  1800 M Street, N.W.
                                  Washington, D.C.  20036



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 the Fund or any affiliate thereof.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
shares offered hereby in any state to any person to whom it is unlawful to make
such offer in such state.
<PAGE>
 
First Investors
Life Series Fund
- ------------------------------------
 
Blue Chip Series
Cash Management Series
Discovery Series
Government Series
Growth Series
High Yield Series
International Securities Series
Investment Grade Series
Target Maturity 2007 Series
Utilities Income Series  
- ------------------------------------

Prospectus
- ------------------------------------
 
May 1, 1995  

First Investors Logo

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

Vertical 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. 1796" in a box to the right of
a circle containing the words "MAILED FROM ZIP CODE 17604" appears on the
righthand side.

The following language appears on the lefthand side:

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

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

LIFE316
 
<PAGE>
 
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST INVESTORS LIFE INSURANCE COMPANY
95 Wall Street, New York, New York  10005/(212) 858-8200

   This Prospectus describes the Variable Annuity Contracts (the "Contracts")
offered by First Investors Life Insurance Company ("First Investors Life") for
(a) nonqualified retirement programs and deferred compensation plans and (b) the
following retirement plans qualified for special tax treatment under the
Internal Revenue Code of 1986, as amended: (1) individual retirement annuities
and (2) qualified corporate employee pension and profit-sharing plans.  The
Contracts offered are deferred annuity contracts under which annuity payments
will begin on a selected future date.  A PENALTY MAY BE ASSESSED ON EARLY
WITHDRAWALS (SEE "FEDERAL INCOME TAX STATUS").  THE CONTRACTS CONTAIN A 10-DAY
REVOCATION RIGHT (SEE "VARIABLE ANNUITY CONTRACTS-TEN-DAY REVOCATION RIGHT").
The Contracts provide for the accumulation of values on a variable basis.
Payment of annuity benefits will be on a variable basis, unless a fixed basis or
a combination of variable and fixed bases is selected by the Contractowner.
Unless otherwise stated, this Prospectus describes only the variable aspects of
the Contracts.  The Contracts contain information on the fixed aspects.
 
Contractowners' purchase payments less certain deductions ("net purchase
payments") are paid into a unit investment trust, First Investors Life Variable
Annuity Fund C ("Separate Account C").  A Contractowner elects to have his or
her net purchase payments paid into any one or more of the ten subaccounts of
Separate Account C (the "Subaccounts").  The assets of each Subaccount are
invested at net asset value in shares of the related series (the "Series") of
First Investors Life Series Fund (the "Fund"), an open-end, diversified
management investment company.  

   This Prospectus sets forth the information about Separate Account C that a
prospective investor should know before investing and should be kept for future
reference.  A Statement of Additional Information, dated May 1, 1995, has been
filed with the Securities and Exchange Commission and is incorporated herein by
reference in its entirety.  (See page 20 of this Prospectus for the Table of
Contents of the Statement of Additional Information.)  The Statement of
Additional Information is available at no charge upon request to First Investors
Life at the address or telephone number indicated above.  

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

         THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
                PROSPECTUS OF FIRST INVESTORS LIFE SERIES FUND.
                    
                   The date of this Prospectus is May 1, 1995  
<PAGE>
 
                           GLOSSARY OF SPECIAL TERMS


   ACCUMULATED VALUE - The value of all the Accumulation Units credited to the
Contract.


   ACCUMULATION PERIOD - The period between the date of issue of a Contract and
the Annuity Commencement Date.


   ACCUMULATION UNIT - A unit used to measure the value of a Contractowner's
interest in a Subaccount of Separate Account C prior to the Annuity Commencement
Date.


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


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


   ANNUITY COMMENCEMENT DATE - The date on which annuity payments are to
commence.


   ANNUITY UNIT - A unit used to determine the amount of each annuity payment
after the first.


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


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


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


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


   GENERAL ACCOUNT - All assets of First Investors Life other than those
allocated to Separate Account C (or other segregated investment accounts of
First Investors Life).


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


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


   SINGLE PAYMENT - A one-time purchase payment made to First Investors Life to
purchase an annuity.


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


   VALUATION DATE - Any date on which the New York Stock Exchange is open for
trading, and at such other times as the Directors of First Investors Life deem
necessary or when there is a sufficient degree of trading in the Subaccounts'
investments which may affect the Subaccounts' net asset value.


   VALUATION PERIOD - The period beginning on the date after any Valuation Date
and ending on the next Valuation Date.


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

                                       2
<PAGE>
 
                                   FEE TABLE


   The following table has been prepared to assist the investor in understanding
the various costs and expenses a Contractowner will directly or indirectly bear.
The table reflects expenses of Separate Account C as well as the Fund.  The Fee
Table has been amended to reflect Fund expenses expected to be incurred in 1995.


CONTRACTOWNER TRANSACTION EXPENSES

Sales Load Imposed on Purchases (as a percentage of purchase payments)... 7.00%


SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Fees............................ 1.00%

Total Separate Account Annual Expenses................................... 1.00%

<TABLE> 
<CAPTION>
FUND ANNUAL EXPENSES
(as a percentage of Series average net assets)
                                                                              TOTAL FUND
                                                  MANAGEMENT      OTHER       OPERATING
                                                   FEES(1)       EXPENSES(2)  EXPENSES(3)
                                                  ----------     --------     ----------
<S>                                               <C>            <C>          <C>
Blue Chip Series................................     0.75%         0.13%         0.88%
Cash Management Series..........................     0.35+/*/      0.20+         0.55+
Discovery Series................................     0.75          0.13          0.88
Government Series...............................     0.75          0.15          0.90
Growth Series...................................     0.75          0.15          0.90
High Yield Series...............................     0.75          0.13          0.88
International Securities Series.................     0.75          0.20+         0.95+
Investment Grade Series.........................     0.75          0.17          0.92
Target Maturity Series..........................     0.75          0.20+         0.95+
Utilities Income Series.........................     0.75          0.20          0.95
</TABLE> 

+ Net of waiver and/or reimbursement
 
(1) Management Fees have been restated for CASH MANAGEMENT SERIES, GOVERNMENT
    SERIES, INVESTMENT GRADE SERIES and UTILITIES INCOME SERIES.  Otherwise, the
    maximum Management Fees that may be incurred by those Series for the fiscal
    year ending December 31, 1995 would be 0.75%.  The Adviser will waive 0.40%
    in Management Fees for CASH MANAGEMENT SERIES for a minimum period ending
    December 31, 1995.  
 
(2) Because of its limited operating history, Other Expenses have been estimated
    for TARGET MATURITY SERIES.  The Adviser will reimburse Other Expenses for
    the TARGET MATURITY SERIES in excess of 0.20% for a minimum period ending
    December 31, 1995.  If not reimbursed, Other Expenses for the TARGET
    MATURITY SERIES would be approximately 0.25%.  Other Expenses have been
    restated for the CASH MANAGEMENT SERIES and the INTERNATIONAL SECURITIES
    SERIES.  If not, Other Expenses would have been 0.29% for the CASH
    MANAGEMENT SERIES and 0.28% for INTERNATIONAL SECURITIES SERIES.  
 
(3) If certain Management Fees or Other Expenses were not waived or reimbursed,
    Total Fund Operating Expenses would be 1.04% for CASH MANAGEMENT SERIES,
    1.03% for INTERNATIONAL SECURITIES SERIES and approximately 1.00% for TARGET
    MATURITY SERIES.  

                                       3
<PAGE>
 
 
  For more complete descriptions of the various costs and expenses shown, please
refer to "Purchases, Deductions, Charges and Expenses."  An administrative
charge may be deducted if the Accumulated Value of a Deferred Annuity Contract
is less than $1,500 (see "Administrative Charge").  In addition, premium taxes
may be applicable (see "Other Charges").  
 
EXAMPLE  
 
If you surrender your Contract at the end of the applicable time period:  
  
 You would pay the following expenses on a $1,000 investment, assuming 5% annual
 return on assets:  

<TABLE> 
<CAPTION>
                                   1 YEAR  3 YEARS  5 YEARS  10 YEARS
                                   ------  -------  -------  --------
<S>                                <C>     <C>      <C>      <C>
Blue Chip Series.................    $88     $125     $164      $275
Cash Management Series...........     85      116      149       242
Discovery Series.................     88      125      164       275
Government Series................     88      126      165       277
Growth Series....................     88      126      165       277
High Yield Series................     88      125      164       275
International Securities Series..     88      127      168       282
Investment Grade Series..........     88      120      166       279
Target Maturity Series...........     88      127      N/A       N/A
Utilities Income Series..........     88      127      168       282
</TABLE> 

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


                        CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUES

   The following shows the accumulation unit values and the number of
accumulation units outstanding for each Subaccount of Separate Account C as of
the dates indicated from the dates when the accumulation unit value for each
Subaccount was initially set at $10.00*:

<TABLE> 
<CAPTION>
                                                                         NUMBER OF
                                                          ACCUMULATION  ACCUMULATION
             SUBACCOUNT                      AS OF         UNIT VALUE      UNITS
- -------------------------------------  -----------------  ------------  ------------
<S>                                    <C>                <C>           <C>
Blue Chip Subaccount.................  December 31, 1990   10.74931759     144,049.8
                                       December 31, 1991   13.42731580     561,758.4
                                       December 31, 1992   14.18287684   1,085,254.0
                                       December 31, 1993   15.23373431   1,529,348.1
                                       December 31, 1994   14.86290782   1,959,841.2
 
Cash Management Subaccount...........  December 31, 1990   10.07542807     571,856.9
                                       December 31, 1991   10.52748985     571,891.0
                                       December 31, 1992   10.73770189     437,185.0
                                       December 31, 1993   10.91847727     253,743.1
                                       December 31, 1994   11.21833852     235,919.5
</TABLE>  

                                       4
<PAGE>
 
<TABLE>  
<S>                                    <C>                <C>           <C>
Discovery Subaccount.................  December 31, 1990   10.91349031       8,362.1
                                       December 31, 1991   16.53848277     130,585.7
                                       December 31, 1992   18.93150000     307,107.8
                                       December 31, 1993   22.89932001     563,070.0
                                       December 31, 1994   22.07727850     867,303.8
 
Government Subaccount................  December 31, 1992   10.87670909     437,095.3
                                       December 31, 1993   11.44920392     674,512.1
                                       December 31, 1994   10.85941183     672,797.1
 
Growth Subaccount....................  December 31, 1990   10.75804081      24,176.8
                                       December 31, 1991   14.34498476     204,821.5
                                       December 31, 1992   15.59155937     567,241.7
                                       December 31, 1993   16.35977780     958,529.1
                                       December 31, 1994   15.73131059   1,347,003.7
 
High Yield Subaccount................  December 31, 1990   10.00101048      69,585.9
                                       December 31, 1991   13.25243640     220,366.3
                                       December 31, 1992   14.86894995     279,777.4
                                       December 31, 1993   17.38280181     391,036.8
                                       December 31, 1994   16.93482626     513,297.7
 
International Securities Subaccount..  December 31, 1990   10.26630533     118,091.2
                                       December 31, 1991   11.73276972     269,273.6
                                       December 31, 1992   11.46589494     463,523.6
                                       December 31, 1993   13.86795475     792,294.1
                                       December 31, 1994   13.55233761   1,383,676.5
 
Investment Grade Subaccount..........  December 31, 1992   10.77845214     395,839.5
                                       December 31, 1993   11.82065978     784,651.0
                                       December 31, 1994   11.28602521     923,445.3
 
Utilities Income Subaccount..........  December 31, 1993    9.92774964      45,091.7
                                       December 31, 1994    9.11659215     473,447.1
</TABLE> 

* The accumulation unit value for each Subaccount, other than the Government
 Subaccount, Investment Grade Subaccount and Utilities Income Subaccount, was
 set on October 16, 1990.  The accumulation unit value for the Government
 Subaccount and Investment Grade Subaccount was set on January 7, 1992.  The
 accumulation unit value for Utilities Income Subaccount was set on November 16,
 1993.


                              GENERAL DESCRIPTION
 
  FIRST INVESTORS LIFE INSURANCE COMPANY.  First Investors Life Insurance
Company, 95 Wall Street, New York, New York  10005 ("First Investors Life"), a
stock life insurance company incorporated under the laws of the State of New
York in 1962, writes life insurance, annuities and accident and health
insurance.  First Investors Consolidated Corporation ("FICC") owns all of the
voting common stock of First Investors Management Company, Inc. ("FIMCO" or
"Adviser") and all of the outstanding stock of First Investors Corporation
("FIC" or "Underwriter") and the Transfer Agent.  Mr. Glenn O. Head (and members
of his family) and Mrs. Julie W. Grayson (as executrix of  

                                       5
<PAGE>
 
 
the estate of her deceased husband, David D. Grayson) are controlling persons of
FICC and, therefore, jointly control the Adviser. 

 
  SEPARATE ACCOUNT C.  First Investors Life Variable Annuity Fund C, also known
by its proprietary name, the "Tax Tamer"  ("Separate Account C"), was
established on December 21, 1989 under the provisions of the New York Insurance
Law.  The assets of Separate Account C are held separately from the assets of
First Investors Life and are not chargeable with liabilities arising out of any
other business of First Investors Life.  Separate Account C is registered as a
unit investment trust under the Investment Company Act of 1940, as amended
("1940 Act"), but such registration does not involve any supervision of the
management or investment practices or policies of Separate Account C.  

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

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

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

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

<TABLE>  
<CAPTION> 
SEPARATE ACCOUNT C SUBACCOUNT           FUND SERIES
- -----------------------------           -----------
<S>                                     <C> 
Blue Chip Subaccount                    Blue Chip Series
Cash Management Subaccount              Cash Management Series
Discovery Subaccount                    Discovery Series
Government Subaccount                   Government Series
Growth Subaccount                       Growth Series
High Yield Subaccount                   High Yield Series
International Securities Subaccount     International Securities Series
Investment Grade Subaccount             Investment Grade Series
Target Maturity 2007 Subaccount         Target Maturity 2007 Series
Utilities Income Subaccount             Utilities Income Series
</TABLE> 
 
  Each Contractowner designates the Subaccount in which his or her purchase
payment (less deductions) will be invested.  That Subaccount in turn invests in
the corresponding Series of the Fund as set forth above.

                                       6
<PAGE>
 
  First Investors Life reserves the right to invest the assets of Separate
Account C in the shares of other investment companies or any other investment
permitted by law.  Such substitution would be made in accordance with the
provisions of the 1940 Act.

  YOUR CHOICE OF INVESTMENT OBJECTIVE.  When you purchase a Contract you decide
to place your purchase payment (less deductions) and any additional purchase
payments (less deductions) into at least one but not more than five of the
Subaccounts of Separate Account C, provided the allocation to any one Subaccount
is not less than 10% of the purchase payment (less deductions).  Each Subaccount
corresponds to a Series of the Fund.  The investment objectives of each Series
of the Fund is set forth below.  There is no assurance that the investment
objective of any Series of the Fund will be realized.  Because each Series of
the Fund is intended to serve a different investment objective, each is subject
to varying degrees of financial and market risks.  Twice during any Contract
year, you may transfer part or all of your cash value from the Subaccounts you
are in to other Subaccounts provided the cash value is not allocated to more
than five of the Subaccounts, and provided the allocation to any one Subaccount
is not less than 10% of the cash value of the Contract.  The cash value of the
Contract may increase or decrease depending on the investment performance of the
Subaccounts selected.

  THE FUND.  First Investors Life Series Fund is a diversified open-end
management investment company registered under the 1940 Act.  The Fund consists
of nine separate Series.  The shares of the Series are not sold directly to the
general public but are available only through the purchase of an annuity
contract or a variable life insurance policy issued by First Investors Life.

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

  BLUE CHIP SERIES.  The investment objective of Blue Chip Series is to seek
high total investment return consistent with the preservation of capital.  This
goal will be sought by investing, under normal market conditions, primarily in
equity securities of larger, well-capitalized companies with high potential
earnings growth that have shown a history of dividend payments, commonly known
as "Blue Chip" companies.

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

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

  GOVERNMENT SERIES.  The investment objective of Government Series is to seek
to achieve a significant level of current income which is consistent with
security and liquidity of principal by investing, under normal market
conditions, primarily in obligations issued or guaranteed as to 

                                       7
<PAGE>
 
principal and interest by the U.S. Government, its agencies or
instrumentalities, including mortgage-related securities.

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

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

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

  INVESTMENT GRADE SERIES.  The investment objective of the Investment Grade
Series is to seek a maximum level of income consistent with investment in
investment grade debt securities.
 
  TARGET MATURITY 2007 SERIES.  The investment objective of the Target Maturity
Series is to seek a predictable compounded investment return for investors who
hold their Series' shares until the Series' maturity, consistent with the
preservation of capital.  The Series will seek its objective by investing, under
normal market conditions, in zero coupon securities which are issued by the U.S.
Government, its agencies or instrumentalities or created by third parties using
securities issued by the U.S. Government, its agencies or instrumentalities. 

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

  For more complete information about the Fund and each of the Series, including
management fees and other expenses, see the Fund's Prospectus, which is attached
to this Prospectus.  It is important to read the Prospectus carefully before you
decide to invest.  No offer will be made of a variable annuity contract funded
by the underlying mutual fund unless a current Fund Prospectus has been
delivered.

  ADVISER.  First Investors Management Company, Inc., an affiliate of First
Investors Life, supervises and manages each Series' investments, supervises all
aspects of each Series operations and, except for INTERNATIONAL SECURITIES
SERIES and GROWTH SERIES, determines each Series' portfolio transactions.  The
Adviser is a New York corporation located at 95 Wall Street, New York, NY
10005.

                                       8
<PAGE>
 
  SUBADVISER.  Wellington Management Company has been retained by the Adviser
and the Fund, on behalf of INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, as
each of those Series' investment subadviser.  The Adviser has delegated
discretionary trading authority to WMC with respect to all the assets of
INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, subject to the continuing
oversight and supervision of the Adviser and the Board of Trustees.  As
compensation for its services, WMC is paid by the Adviser, and not by either
Series, a fee which is computed daily and paid monthly.
 
  WMC, located at 75 State Street, Boston, MA 02109, is a Massachusetts general
partnership of which Robert W. Doran, Duncan M. McFarland and John B. Neff 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, 1994, WMC held discretionary investment authority with respect to
approximately $80.0 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 $58.3 billion as of
December 31, 1994.  WMC is not affiliated with the Adviser or any of its
affiliates.  

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

  VOTING RIGHTS.  In accordance with its view of present applicable law, First
Investors Life will vote the Series shares held in the Subaccounts at any
Special Meeting of Shareholders of the Fund in accordance with instructions
received from persons having the voting interest in the Subaccount.  However, if
the 1940 Act or any regulation thereunder should be amended or if the present
interpretation thereof should change, and as a result First Investors Life
determines that it is permitted to vote the Series shares in its own right, it
may elect to do so.  The person having the voting interest shall be the
Contractowner.

  Prior to the Annuity Commencement Date, the number of shares of each Series
held in the corresponding Subaccount which is attributable to each Contractowner
is determined by dividing the Subaccount Accumulated Value by the net asset
value of one share of the corresponding Series.  After the Annuity Commencement
Date, the number of Series shares held in the corresponding Subaccount which is
attributable to each Contract is determined by dividing the reserve held in such
Subaccount for the variable annuity payment under such Contract by the net asset
value of one share of the corresponding Series.  As this reserve fluctuates, the
number of votes fluctuates.  The number of votes which a person has the right to
cast will be determined as of the record date established by the Fund.  Voting
instructions will be solicited by written communication prior to the date of the
meeting at which votes are to be cast.  Shares of the Series held in the
Subaccounts as to which no timely instructions are received or are not otherwise
attributable to Contractowners will be voted by First Investors Life in
proportion to the voting instructions which are received with respect to all
Contracts participating in such Subaccount.  Each person having a voting
interest in Separate Account C will be sent reports and other materials relating
to the Fund.

                                       9
<PAGE>
 
                  PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES

  PURCHASE PAYMENTS.  Investors in Separate Account C will be purchasing
Accumulation Units of a particular Subaccount only and not shares of the Series
in which the Subaccount invests.

  The minimum purchase payment is $2,000 for a Deferred Variable Annuity
Contract.  Additional Payments under a Deferred Variable Annuity Contract in the
minimum amount of $200 may be made at any time after the issuance of the
Contract.

  Purchase payments will be credited to a Contractowner's Account on the date of
receipt by First Investors Life of a completed application.  In the event First
Investors Life receives an incomplete application, all required information
shall be provided not later than five business days following the receipt of
such application or the purchase payment will be returned to the applicant at
the end of such five-day period.  Purchase payments, after deductions for sales
expenses and any applicable premium taxes (see "Deductions from Purchase
Payments"), will be allocated to the appropriate Subaccount or Subaccounts.

  DEDUCTIONS FROM PURCHASE PAYMENTS.  First Investors Life or FIC, as the
Underwriter, makes deductions, in accordance with the Deduction Table below,
from the purchase payment for expenses in connection with sales functions
relative to the Contracts.  Reductions in sales charges are applicable to the
total amount of the purchase payment.  In addition, any Additional Payment made
after the issuance of a Deferred Annuity Contract is subject to the sales charge
applicable to the total amount of all purchase payments previously made plus the
amount of the Additional Payment being made.  The sales charge is intended to
cover expenses relating to the sale of the Contracts, including commissions paid
to persons distributing the Contracts and costs of preparation of sales
literature.

                                DEDUCTION TABLE

<TABLE>
<CAPTION>
                                  SALES CHARGE AS % OF                 
                                ------------------------   CONCESSION TO
                                  OFFERING   NET AMOUNT   DEALERS AS % OF
     AMOUNT OF INVESTMENT           PRICE     INVESTED     OFFERING PRICE
- -------------------------------  ----------  -----------  ----------------
<S>                              <C>         <C>          <C>
Less than $25,000..............     7.00%        7.53%         5.75%
$25,000 but under $50,000......     6.25         6.67          5.17
$50,000 but under $100,000.....     4.75         4.99          3.93
$100,000 but under $250,000....     3.50         3.63          2.90
$250,000 but under $500,000....     2.50         2.56          2.19
$500,000 but under $1,000,000..     2.00         2.04          1.67
$1,000,000 or over.............     1.50         1.52          1.24
- ---------------------
</TABLE>
*   Assumes that no premium taxes have been deducted.

  Contracts may be purchased without sales charge by officers and full-time
employees of First Investors Life or its affiliates, who have been employed for
at least one year, and its agents who have been under contract for at least one
year.

  EXCHANGE PRIVILEGE.  Contractowners of First Investors Life Variable Annuity
Fund A ("Separate Account A") may exchange their Separate Account A Contracts
for Separate Account C Contracts.  The Accumulated Value of the Separate Account
A Contract will be invested at net asset value in one or more Subaccounts of
Separate Account C.  Although there is no charge for this exchange,

                                       10
<PAGE>
 
Contractowners will be required to execute a change of contract form which, in
part, states that First Investors Life deducts a daily charge equal to an annual
rate of 1.00% of the daily net asset value of the Subaccounts as a charge for
mortality and expense risk.  This exchange privilege may be modified or
terminated at any time by First Investors Life.

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

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

  In addition, First Investors Life assumes the risk that the charges for sales
expenses may not be adequate to cover such expenses and assures that it will not
increase the amount charged for sales expenses.  In consideration for its
assumption of these mortality and expense risks, First Investors Life deducts an
amount equal on an annual basis to 1.00% of the daily net asset value of the
Subaccounts.  Of such charge, approximately 0.6% is for assuming the mortality
risk and 0.4% is for assuming the expense risk.

  If the charge is insufficient to cover the actual cost of the mortality and
expense risks, the loss will fall on First Investors Life; conversely, if the
deduction proves more than sufficient, the excess will be a profit to First
Investors Life.  Any profits resulting to First Investors Life for over-
estimates of the actual costs of the mortality and expense risks can be used by
First Investors Life for any business purpose and will not remain in Separate
Account C.

  ADMINISTRATIVE CHARGE.  An administrative charge of $7.50 may be deducted
annually by First Investors Life from the Accumulated Value of Deferred Annuity
Contracts which have an Accumulated Value of less than $1,500 due to partial
surrenders.  These charges against Annuitant accounts are for the purpose of
compensating First Investors Life for expenses involved in administering small
dormant accounts.  If the actual expenses exceed charges, First Investors Life
will bear the loss.

  OTHER CHARGES.  Some states assess premium taxes which presently range from 0%
to 2.35% at the time Purchase Payments are made; others assess premium taxes at
the time of surrender or when annuity payments begin.  First Investors Life
currently advances any premium taxes due at the time Purchase Payments are made
and then deducts premium taxes from the Accumulated Value of the contract at the
time of surrender, upon death of the annuitant or when annuity payments begin.
First Investors Life, however, reserves the right to deduct premium taxes when
incurred.  See Appendix I for premium tax table.

                                       11
<PAGE>
 
 
  EXPENSES.  The total expenses of Separate Account C for the fiscal year ended
December 31, 1994 amounted to $1,077,119 or 1.02% of its average net assets.
There are deductions from and expenses paid out of the assets of the Series that
are described in the Fund's Prospectus.  

                           VARIABLE ANNUITY CONTRACTS

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

  All or a portion of the Accumulated Value may be withdrawn during the
Accumulation Period.  For a discussion on withdrawals during the Accumulation
Period, see "Surrender and Termination (Redemption) During the Accumulation
Period."  For Federal income tax consequences of a withdrawal, see "Federal
Income Tax Status."  The exercise of contract rights herein described, including
the right to make a withdrawal during the Accumulation Period, will be subject
to the terms and conditions of any qualified trust or plan under which the
Contracts are purchased.  This Prospectus contains no information concerning
such trust or plans.

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

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

DEFERRED VARIABLE ANNUITIES-ACCUMULATION PERIOD

  CREDITING ACCUMULATION UNITS.  During the Accumulation Period, net purchase
payments on Deferred Annuity Contracts, after deductions for sales expenses and
any premium taxes, where applicable (see "Deductions from Purchase Payments"),
are credited to the Contractowner's Account in the form of Accumulation Units.
The number of Accumulation Units credited to a Contractowner for the Subaccounts
is determined by dividing the net purchase payment by the value of an
Accumulation Unit for the Subaccount for the Valuation Period during which the
purchase payment is received at the Executive Office of First Investors Life or
other designated office.  The value of the Contractowner's Individual Account
varies with the value of the assets of the Subaccounts.  There is no assurance
that the value of a Contractowner's Individual Account will equal or exceed
purchase payments.  The value of a Contractowner's Individual Account for a
Valuation Period can be determined by multiplying the total number of
Accumulation Units credited to the account for the Subaccount by the value of an
Accumulation Unit for the Subaccount for the Valuation Period.

                                       12
<PAGE>
 
ANNUITY PERIOD

  COMMENCEMENT DATE.  Annuity payments will begin on the Annuity Commencement
Date selected by the Contractowner.  Not later than 30 days prior to the Annuity
Commencement Date, the Contractowner may elect in writing to advance or defer
the Annuity Commencement Date.  The Annuity Commencement Date may not be
deferred beyond the first day of the calendar month following the Annuitant's
85th birthday.  If no other date is elected, annuity payments will commence on
the first day of the calendar month following the Annuitant's 85th birthday.

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

  ASSUMED INVESTMENT RATE.  A 3.5% assumed investment rate is built into the
Annuity Tables in the Contract.  This is based on First Investors Life's opinion
that it is the average result to be expected from a diversified portfolio of
common stocks during a relatively stable economy.  A higher assumption would
mean a higher initial payment but more slowly rising and more rapidly falling
subsequent variable annuity payments.  A lower assumption would have the
opposite effect.  If the actual net investment rate of the respective Subaccount
is at the annual rate of 3.5%, the variable annuity payments will be level.

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

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

  The Contracts provide for the six Annuity Options described below:

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

  Option 2a - JOINT AND SURVIVOR LIFE ANNUITY - An annuity payable monthly
during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor, ceasing with the last
payment due prior to the death of the survivor.

  Option 2b - JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY - An annuity payable
monthly during the 

                                       13
<PAGE>
 
lifetime of the Annuitant and the Joint Annuitant and continuing thereafter
during the lifetime of the survivor at an amount equal to two-thirds of the
joint annuity payment, ceasing with the first payment due prior to the death of
the survivor.

  Option 2c - JOINT AND ONE-HALF TO SURVIVOR LIFE ANNUITY - An annuity payable
monthly during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor at an amount equal to
one-half of the joint annuity payment, ceasing with the last payment due prior
to the death of the survivor.

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

  Option 3 - LIFE ANNUITY WITH 60, 120 OR 240 MONTHLY PAYMENTS GUARANTEED - An
annuity payable monthly during the lifetime of the Annuitant with the guarantee
that if, upon the death of the Annuitant, payments have been made for less than
60, 120 or 240 monthly periods, as elected, payments will be made as follows:

   1.  Any guaranteed annuity payments will be continued during the remainder of
 the selected period to the Beneficiary.  The Beneficiary may, at any time,
 elect to have the present value of the guaranteed number of annuity payments
 computed in the manner specified in (2) below, paid in a lump sum.

   2.  If a Beneficiary receiving annuity payments under this Option dies after
 the death of the Annuitant, the present value, computed as of the Valuation
 Period in which notice of death of the Beneficiary is received by First
 Investors Life at its Executive Office or other designated office, of the
 guaranteed number of annuity payments remaining after receipt of such notice
 and to which such deceased Beneficiary would have been entitled had the
 Beneficiary not died, computed at the effective annual interest rate, assumed
 in determining the Annuity Tables, shall be paid in a lump sum in accordance
 with the Contract.

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

  ALLOCATION OF ANNUITY.  The Contractowner may elect to have the Net
Accumulated Value applied at the Annuity Commencement Date to provide a Fixed
Annuity, a Variable Annuity, or any combination thereof.  After the Annuity
Commencement Date, no transfers or redemptions are allowed.  Such elections must
be made in writing to First Investors Life at its Executive Office or other
designated office, at least 30 days prior to the Annuity Commencement Date.  In
the absence 

                                       14
<PAGE>
 
of an election, annuity payments will be made on a variable basis only under
Annuity Option 3 above, Life Annuity with 120 monthly payments guaranteed, which
is the Basic Annuity.

DEATH BENEFIT DURING THE ACCUMULATION PERIOD

  If the Annuitant dies prior to the Annuity Commencement Date, First Investors
Life will pay a Death Benefit to the Beneficiary designated by the Contractowner
upon receipt of a death certificate or similar proof of the death of the
Annuitant.  The value of the Death Benefit will be determined as of the
Valuation Date on or next following the date on which written notice of death is
received by First Investors Life at its Executive Office or other designated
office.

  If payment of the Death Benefit under one of the Annuity Options was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death Benefit paid in a single sum or applied to provide an
annuity under one of the Annuity Options or as otherwise permitted by First
Investors Life.  If a single sum settlement is requested, the proceeds will be
paid within seven days of receipt of such election and due proof of death.  If
an Annuity Option is desired, election may be made by the Beneficiary during a
ninety-day period commencing with the date of receipt of notification of death.
If such an election is not made, a single sum settlement will be made to the
Beneficiary at the end of such ninety-day period.  If any Annuity Option is
elected, the Annuity Commencement Date shall be the date specified in the
election but no later than ninety days after receipt by First Investors Life of
notification of death.

  The amount of the Death Benefit will be the greater of (1) the gross purchase
payments (prior to any deductions or charges) made under an Individual Contract
less any amount of purchase payments surrendered, or (2) the Accumulated Value.

SURRENDER AND TERMINATION (REDEMPTION) DURING THE ACCUMULATION PERIOD

  A Contractowner may elect, at any time before the earlier of the Annuity
Commencement Date or the death of the Annuitant, to surrender the Contract for
all or any part of the Contractowner's Individual Account.  In the event of a
termination of the Contract, First Investors Life will, upon due surrender of
the Contract at the Executive Office of First Investors Life or other designated
office, pay to the Contractowner the Accumulated Value of the Contract.  If only
a portion of the amount of the Contractowner's Individual Account is requested,
the amount so requested shall be deducted from the Subaccount resulting in a
corresponding reduction in the number of Accumulation Units credited to the
Contractowner in the Subaccount.  All Accumulated Values described in this
section will be determined as of the end of the Valuation Period during which
the written request is received by First Investors Life at its Executive Office
or other designated office.  First Investors Life may defer any such payment for
a period of not more than 7 days.  However, First Investors Life may postpone
such payment during any period when (a) trading on the New York Stock Exchange
is restricted as determined by the Securities and Exchange Commission or such
Exchange is closed for other than weekends and holidays, (b) the Securities and
Exchange Commission has by order permitted such suspension or (c) an emergency,
as defined by the rules of the Securities and Exchange Commission, exists during
which time the sale of portfolio securities or calculation of securities is not
reasonably practicable.  For information as to Federal tax consequences
resulting from surrenders, see "Federal Income Tax Status."  For information as
to State premium tax consequences, see "Other Charges" and "Appendix I."

                                       15
<PAGE>
 
DEATH OF CONTRACTOWNER

  If the Contractowner dies before the entire interest in the Contract has been
distributed, the value of the Contract must be distributed to the Beneficiary as
provided below so that the Contract qualifies as an annuity under Section 72(s)
of the Internal Revenue Code of 1986, as amended (the "Code").

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

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

TEN-DAY REVOCATION RIGHT

  A Contractowner may, within ten days from the date the Contract is delivered
to the Contractowner, elect to cancel the Contract.  First Investors Life will,
upon surrender of the Contract, together with a written request for
cancellation, at the Executive Office of First Investors Life or other
designated office, pay to the Contractowner an amount equal to the Accumulated
Value of the Contract on the date of surrender plus the amount of any sales
charges deducted from the initial purchase payment.  The amount refunded to
Contractowners may be more or less than their initial purchase payment depending
on the investment results of the designated Subaccount(s).

                           FEDERAL INCOME TAX STATUS

  The Contracts are designed for use (a) by individuals in retirement plans
which will not be qualified plans under the provisions of the Code; and (b) in
the following retirement plans qualified for special tax treatment under the
Code (1) individual retirement annuities and (2) qualified corporate employee
pension and profit-sharing plans.  In general, a Contract acquired by a person
who is not an individual will be treated as one which is not an annuity to the
extent of contributions made after February 28, 1986, and any income received by
such person under the Contract will accordingly, be includable in gross income
on a current basis in accordance with that person's method of accounting.  The
preceding sentence will not apply to any annuity contract that is (i) acquired
by a decedent's estate by reason of the decedent's death, (ii) held under a
qualified pension, profit-sharing or stock bonus plan described under Section
401(a) of the Code or an employee annuity program described under Section 403(a)
of the Code (or that is purchased by an employer upon the termination of such
plan or program and that is held by the employer until all amounts under a
Contract are distributed to the employee for whom the Contract was purchased or
the employee's beneficiary), (iii) held under an individual retirement plan or
an employee annuity program described 

                                       16
<PAGE>
 
under Section 403(b) of the Code, or (iv) an immediate annuity (as defined in
Section 72(u)(4) of the Code).

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

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

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

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

                                       17
<PAGE>
 
  With respect to withdrawals before the start of annuity payments, the Code
currently provides that: (i) withdrawals from an annuity contract are taxable as
ordinary income in the year of receipt to the extent that income from investment
has been earned, (ii) a loan under, or an assignment or pledge of an annuity
contract is treated as a distribution, and (iii) a 10 percent penalty will be
assessed on the taxable portion of withdrawals made prior to the taxpayer's
attainment of age 59 1/2.

  In determining the amount of any distribution that is includable in gross
income, all annuity contracts issued by the same company to the same
Contractowner during any 12-month period will be treated as one annuity
contract.  Contractowners should consult their tax advisors before purchasing
more than one Contract during any 12-month period.

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

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

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

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

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

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

                                       18
<PAGE>
 
Beneficiaries, should consult counsel and other competent advisors as to the
suitability of the Contracts to their special needs, and as to applicable Code
limitations and tax consequences.

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

                            PERFORMANCE INFORMATION

  From time to time, Separate Account C may advertise several types of
performance information for the Subaccounts.  All Subaccounts may advertise
"average annual total return" and "total return," except "average annual total
return" is not shown for the Cash Management Subaccount.  The High Yield
Subaccount, Investment Grade Subaccount and Government Subaccount may also
advertise "yield."  The Cash Management Subaccount may advertise "yield" and
"effective yield."  Each of these figures is based upon historical earnings and
is not necessarily representative of the future performance of a Subaccount.
The yield and effective yield figures include the payment of the Mortality and
Expense Risk fee of 1.00% but do not include the maximum sales charge of 7.00%.

  Average annual total return and total return calculations measure the net
income of a Subaccount plus the effect of any realized or unrealized
appreciation or depreciation of the underlying investments in a Subaccount for
the period in question.  Average annual total return will be quoted for one,
five and ten year periods, or for shorter time periods depending upon the length
of time during which the Subaccount has operated.  Average annual total return
figures are annualized and, therefore, represent the average annual percentage
change in the value of an investment in a Subaccount over the period in
question.  Total return figures are not annualized and represent the actual
percentage change over the period in question.  Average annual total return and
total return figures will include the deduction of all expenses and fees,
including the payment of the maximum sales charge of 7.00% and the payment of
the Mortality and Expense Risk fee of 1.00%.

  Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (seven-day period for the Cash Management
Subaccount) expressed as a percentage of the value of the Subaccount's
Accumulation Units.  Yield is an annualized figure, which means that it is
assumed that the Subaccount generates the same level of net income over a one-
year period which is compounded on a semi-annual basis.  The effective yield for
the Cash Management Subaccount is calculated similarly but includes the effect
of assumed compounding calculated under rules prescribed by the Securities and
Exchange Commission.  The Cash Management Subaccount's effective yield will be
slightly higher than its yield due to this compounding effect.

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

                                       19
<PAGE>
 
                               TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                  INFORMATION
<TABLE>
<CAPTION>
  Item                                                                    Page
- --------                                                                  ----
<S>                                                                       <C>
General Description......................................................   2
Services.................................................................   2
Purchase of Securities...................................................   4
Deduction Table..........................................................   4
Annuity Payments.........................................................   5
Other Information........................................................   6
Performance Information..................................................   6
Relevance of Financial Statements........................................  10
Appendices...............................................................  11
Financial Statements.....................................................  16
</TABLE>

                                   APPENDIX I

                             STATE AND LOCAL TAXES*

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

<TABLE> 
<S>                                 <C> 
Mississippi......................   2.00%
Missouri.........................     -
Nebraska.........................     -
New Jersey.......................     -
New Mexico.......................     -
New York.........................     -
North Carolina...................  1.875
Ohio.............................     -
Oklahoma.........................     -
Oregon...........................     -
Pennsylvania.....................   2.00
Rhode Island.....................     -
South Carolina...................     -
Tennessee........................     -
Texas............................     -
Utah.............................     -
Virginia.........................     -
Washington.......................     -
West Virginia....................   1.00
Wyoming..........................   1.00
</TABLE>

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

       * Includes local annuity premium taxation.

                                       20
<PAGE>
 
TABLE OF CONTENTS
- -----------------

<TABLE>
<S>                                            <C>
Glossary of Special Terms....................   2
Fee Table....................................   3
Condensed Financial Information..............   4
General Description..........................   5
Purchases, Deductions, Charges and Expenses..  10
Variable Annuity Contracts...................  12
Federal Income Tax Status....................  16
Performance Information......................  19
Table of Contents of the
   Statement of Additional Information.......  20
Appendix I - State and Local Taxes...........  20
</TABLE>


Life 327


FIRST INVESTORS LIFE
VARIABLE ANNUITY
FUND C

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


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


Prospectus

- ----------------------------
 
May 1, 1995  

First Investors Logo

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

Vertical line from top to bottom in center of the page about l/2 inch in
thickness.
<PAGE>
 
FIRST INVESTORS LIFE SERIES FUND

95 Wall Street, New York, New York 10005/(212) 858-8200
 
          This is a Prospectus for FIRST INVESTORS LIFE SERIES FUND ("Fund"), an
open-end, diversified management investment company.  The Fund offers ten
separate investment series, each of which has different investment objectives
and policies:  BLUE CHIP SERIES, CASH MANAGEMENT SERIES, DISCOVERY SERIES,
GOVERNMENT SERIES, GROWTH SERIES, HIGH YIELD SERIES, INTERNATIONAL SECURITIES
SERIES, INVESTMENT GRADE SERIES, TARGET MATURITY 2007 SERIES and UTILITIES
INCOME SERIES (collectively, "Series").  Each Series' investment objectives are
listed on the inside cover.  
 
          Investments in a Series are made through purchases of the Level
Premium Variable Life Insurance Policies ("Policies") or the Individual Variable
Annuity Contracts ("Contracts") offered by First Investors Life Insurance
Company ("First Investors Life").  Policy premiums, net of certain expenses, are
paid into a unit investment trust, First Investors Life Insurance Company
Separate Account B ("Separate Account B").  Purchase payments for the Contracts,
net of certain expenses, are also paid into a unit investment trust, First
Investors Life Variable Annuity Fund C ("Separate Account C").  Separate Account
B and Separate Account C ("Separate Accounts") pool these proceeds to purchase
shares of a Series designated by purchasers of the Policies or Contracts.
Investments in the Series are used to fund benefits under the Policies and
Contracts.  TARGET MATURITY 2007 SERIES is only offered to Contractowners of
Separate Account C.  

          AN INVESTMENT IN THE FUND, INCLUDING CASH MANAGEMENT SERIES, IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE
THAT THE CASH MANAGEMENT SERIES WILL BE ABLE TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE. INVESTMENTS BY THE HIGH YIELD SERIES IN HIGH-YIELD,
HIGH RISK SECURITIES, COMMONLY REFERRED TO AS "JUNK BONDS," MAY ENTAIL RISKS
THAT ARE DIFFERENT OR MORE PRONOUNCED THAN THOSE THAT WOULD RESULT FROM
INVESTMENT IN HIGHER-RATED SECURITIES.  SEE "HIGH YIELD SECURITIES--RISK
FACTORS."
 
          This Prospectus sets forth concisely the information about the Series
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 Series.  A Statement of
Additional Information ("SAI"), dated May 1, 1995 (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 Fund at the address or
telephone number indicated above.  

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

                      
                   The date of this Prospectus is May 1, 1995  
<PAGE>
 
            The investment objectives of each Series of the Fund offered by this
Prospectus are as follows:

          BLUE CHIP SERIES.  The investment objective of BLUE CHIP SERIES is to
seek high total investment return consistent with the preservation of capital.
This goal will be sought by investing, under normal market conditions, primarily
in equity securities of larger, well-capitalized companies with high potential
earnings growth that have shown a history of dividend payments, commonly known
as "Blue Chip" companies.

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

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

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

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

          HIGH YIELD SERIES.  The primary objective of HIGH YIELD SERIES is to
seek to earn a high level of current income.  The Series actively seeks to
achieve its secondary objective of capital appreciation to the extent consistent
with its primary objective.  The Series seeks to attain its objectives primarily
through investments in lower-grade, high-yielding, high risk debt securities,
commonly referred to as "junk bonds" ("High Yield Securities").

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

          INVESTMENT GRADE SERIES.  The investment objective of INVESTMENT GRADE
SERIES is to seek a maximum level of income consistent with investment in
investment grade debt securities.

 
          TARGET MATURITY 2007 SERIES.  The investment objective of TARGET
MATURITY 2007 SERIES is to seek a predictable compounded investment return for
investors who hold their Series' shares until the Series' maturity, consistent
with preservation of capital.  The Series will seek its objective by investing,
under normal market conditions, at least 65% of its total assets in zero coupon
securities which are issued by the U.S. Government, its agencies or
instrumentalities or created by third parties using securities issued by the
U.S. Government, its agencies or instrumentalities.  The Series intends to 

                                       2
<PAGE>
 
 
terminate in the year 2007.  AS A RESULT OF THE VOLATILE NATURE OF THE MARKET
FOR ZERO COUPON SECURITIES, THE VALUE OF SERIES' SHARES PRIOR TO THE SERIES'
MATURITY MAY FLUCTUATE SIGNIFICANTLY IN PRICE.  THUS, TO ACHIEVE A PREDICTABLE
RETURN, INVESTORS MUST HOLD THEIR INVESTMENTS IN THE SERIES UNTIL THE SERIES
LIQUIDATES SINCE THE SERIES' VALUE CHANGES DAILY WITH MARKET CONDITIONS.
ACCORDINGLY, ANY INVESTOR WHO REDEEMS HIS OR HER SHARES PRIOR TO THE SERIES'
MATURITY IS LIKELY TO ACHIEVE A DIFFERENT INVESTMENT RESULT THAN THE RETURN THAT
WAS PREDICTED ON THE DATE THE INVESTMENT WAS MADE, AND MAY EVEN SUFFER A
SIGNIFICANT LOSS.  There can be no assurance that the objective of the Series
will be realized.  

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


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

                                       3
<PAGE>
 
                              FINANCIAL HIGHLIGHTS
 
   The following table sets forth the per share operating performance data for a
share of beneficial interest outstanding, total return, ratios to average net
assets and other supplemental data for each period indicated.  Financial
highlights are not presented for TARGET MATURITY 2007 SERIES since this Series
did not commence operations until May 1995.  The table below has been derived
from financial statements which have been examined by Tait, Weller & Baker,
independent certified public accountants, whose report thereon appears in the
Statement of Additional Information ("SAI").  This information should be read in
conjunction with the Financial Statements and Notes thereto, which also appear
in the SAI, available at no charge upon request to the Fund.  

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

                                                 Income from Investment Operations                 Less Distributions from
                                              ---------------------------------------              -----------------------
                                                                                                                             Net  
                                                                                                                             Asset 
                             Net Asset Value               Net Realized                                                      Value 
                             ---------------     Net      and Unrealized  Total from      Net        Net                    --------

                              Beginning of    Investment   Gain (Loss)    Investment   Investment  Realized      Total       End of
                                 Period         Income    on Investments  Operations     Income     Gains    Distributions   Period 

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

<S>                          <C>              <C>         <C>             <C>          <C>         <C>       <C>            <C>
BLUE CHIP
- ---------
3/8/90* to 12/31/90              $10.00         $ .07         $ (.02)       $ .05       $    --      $  --      $     --     $10.05
1991                              10.05           .12           2.50         2.62           .05         --            .05     12.62
1992                              12.62           .16            .67          .83           .21         --            .21     13.24
1993                              13.24           .15            .97         1.12           .15         --            .15     14.21
1994                              14.21           .18           (.39)        (.21)          .08        .17            .25     13.75
 
CASH MANAGEMENT
- ---------------------------
11/9/87* to 12/31/87               1.00           .002            --          .002          .002        --            .002     1.00
1988                               1.00           .048            --          .048          .048        --            .048     1.00
1989                               1.00           .075            --          .075          .075        --            .075     1.00
1990                               1.00           .072            --          .072          .072        --            .072     1.00
1991                               1.00           .054            --          .054          .054        --            .054     1.00
1992                               1.00           .029            --          .029          .029        --            .029     1.00
1993                               1.00           .027            --          .027          .027        --            .027     1.00
1994                               1.00           .037            --          .037          .037        --            .037     1.00
 
DISCOVERY
- ---------------------------
11/9/87 to 12/31/87               10.00           .02             --           .02            --        --              --    10.02
1988                              10.02           .26            .10           .36            --        --              --    10.38
1989                              10.38           .19           2.19          2.38           .27       .09             .36    12.40
1990                              12.40           .14           (.78)         (.64)          .15       .90            1.05    10.71
1991                              10.71           .07           5.42          5.49           .18        --             .18    16.02
1992                              16.02            --           2.51          2.51           .03       .15             .18    18.35
1993                              18.35            --           3.92          3.92            --       .91             .91    21.36
1994                              21.36           .06           (.62)         (.56)           --       .94             .94    19.86
 
GOVERNMENT
- ---------------------------
1/7/92* to 12/31/92               10.00           .47            .51           .98           .33        --             .33    10.65
1993                              10.65           .64           (.02)          .66           .70       .19             .89    10.42
1994                              10.42           .79          (1.21)         (.42)          .25       .05             .30     9.70
- ------------------------------------------------------------------------------------------------------------------------------------

 * Commencement of operations 
** Adjusted to reflect ten-for-one stock split on May 1, 1991
 + Some or all expenses have been waived or assumed by the investment adviser
   from commencement of operations through December 31, 1994.

++ The effect of fees and charges incurred at the separate account level are
   not reflected in these performance figures.
(a) Annualized
</TABLE> 

                                       4
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                                    RATIOS / SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
 
 
                       Net Assets                                                     Ratio to Average Net Assets          Portfolio

    Total             End of Period            Ratio to Average Net Assets         Before Expenses Waived or Assumed       Turnover
                                            ---------------------------------  -----------------------------------------
 Return++(%)         (in thousands)           Expenses(%)     Net Income(%)    Expenses(%)    Net Investment Income(%)      Rate(%)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                      <C>              <C>               <C>            <C>                           <C>
   .61(a)               $ 3,656                   --               2.95(a)         1.92(a)              1.03(a)                 15
 26.17                   13,142                 1.00               1.88            1.55                 1.34                    21
  6.67                   23,765                  .79               1.66             .86                 1.60                    40
  8.51                   34,030                  .88               1.27             N/A                  N/A                    37
 (1.45)                  41,424                  .88               1.49             N/A                  N/A                    82
                                                                                                                       
                                                                                                                       
  5.05(a)                    17                   --                 --              --                   --                   N/A
  4.94                       33                   --               4.99            7.68                (2.69)                  N/A
  7.79                    2,210                   --               7.84            1.35                 6.49                   N/A
  7.49                    8,203                  .39               6.90            1.15                 6.15                   N/A  
  5.71                    9,719                  .57               5.39             .93                 5.03                   N/A
  3.02                    8,341                  .79               2.99             .98                 2.81                   N/A
  2.70                    4,243                  .60               2.67            1.05                 2.22                   N/A
  3.77                    3,929                  .60               3.69            1.04                 3.25                   N/A
                                                                                                                       
                                                                                                                       
  1.38(a)                    18                   --                 --              --                   --                     0
  3.59                      125                   --               3.80            3.10                  .70                   158
 23.62                      283                   --               2.43            4.78                (2.35)                  231
 (5.47)                     960                   --               2.97            2.68                  .28                   104
 51.73                     4,661                 .70                .48            1.49                 (.31)                   93
 15.74                    10,527                 .91                .02            1.05                 (.12)                   91
 22.20                    21,221                 .87               (.03)            N/A                  N/A                    69
 (2.53)                   30,244                 .88                .36             N/A                  N/A                    53
                                                                                                                       
                                                                                                                       
  9.95(a)                  5,064                 .03(a)            6.64(a)          .89(a)              5.79(a)                301
  6.35                     8,234                 .35               6.60             .84                 6.11                   525
 (4.10)                    7,878                 .35               6.74             .90                 6.19                   457
 
</TABLE> 

                                       5
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                                                                 PER SHARE DATA
                           ---------------------------------------------------------------------------------------------------------

                                               Income from Investment Operations                  Less Distributions from
                                            ----------------------------------------              -----------------------
                                                                                                                              Net  
                             Net Asset                                                                                       Asset 
                               Value                     Net Realized                                                        Value 
                           -------------       Net      and Unrealized   Total from      Net        Net                    ---------

                           Beginning of     Investment  Gain (Loss) on   Investment   Investment  Realized      Total       End of 
                              Period          Income      Investments    Operations     Income     Gains    Distributions   Period  

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

<S>                        <C>              <C>         <C>              <C>          <C>         <C>       <C>            <C>
GROWTH
- ------
11/9/87* to 12/31/87          $10.00           $ .02        $  --            $ .02        $  --     $  --          $  --     $10.02
1988                           10.02             .26          .51              .77           --        --             --      10.79
1989                           10.79             .02         2.51             2.53          .18       .12            .30      13.02
1990                           13.02             .16         (.55)            (.39)         .06        --            .06      12.57
1991                           12.57             .17         4.15             4.32          .18        --            .18      16.71
1992                           16.71             .08         1.41             1.49          .18      1.38           1.56      16.64
1993                           16.64             .07          .93             1.00          .09       .10            .19      17.45
1994                           17.45             .09         (.60)            (.51)          --       .21            .21      16.73
 
HIGH YIELD
- ---------------------------
11/9/87* to 12/31/87           10.00              --           --               --           --        --             --      10.00
1988                           10.00             .74          .82             1.56           --        --             --      11.56
1989                           11.56             .74         (.92)            (.18)         .56       .11            .67      10.71
1990                           10.71            1.08        (1.79)            (.71)         .83        --            .83       9.17
1991                            9.17            1.16         1.66             2.82         1.18        --           1.18      10.81
1992                           10.81            1.11          .21             1.32         1.69        --           1.69      10.44
1993                           10.44             .96          .88             1.84         1.12        --           1.12      11.16
1994                           11.16             .87        (1.14)            (.27)         .31        --            .31      10.58
 
INTERNATIONAL SECURITIES
- ---------------------------
4/16/90* to 12/31/90           10.00             .03          .34              .37           --        --             --      10.37
1991                           10.37             .09         1.49             1.58          .03       .05            .08      11.87
1992                           11.87             .15         (.28)            (.13)         .15       .22            .37      11.37
1993                           11.37             .10         2.41             2.51          .14        --            .14      13.74
1994                           13.74             .14         (.32)            (.18)         .05        --            .05      13.51
 
INVESTMENT GRADE
- ---------------------------
1/7/92* to 12/31/92            10.00             .43          .44              .87          .34        --            .34      10.53
1993                           10.53             .65          .49             1.14          .71       .01            .72      10.95
1994                           10.95             .67        (1.06)            (.39)         .16       .09            .25      10.31
 
UTILITIES INCOME
- ---------------------------
11/15/93* to 12/31/93          10.00             .01         (.07)            (.06)          --        --             --       9.94
1994                            9.94             .24         (.96)            (.72)         .03        --            .03       9.19
 
- ------------------------------------------------------------------------------------------------------------------------------------
*   Commencement of operations
+   Some or all expenses have been waived or assumed by the investment adviser
    from commencement of operations through December 31, 1994.
++  The effect of fees and charges incurred at the separate account level are 
    not reflected in these performance figures.
(a) Annualized
</TABLE>  

                                       6
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                                    RATIOS / SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                Ratio to
                                                                                           Average Net Assets
                       Net Assets                                                           Before Expenses                Portfolio

    Total             End of Period            Ratio to Average Net Assets                 Waived or Assumed               Turnover
                                            ---------------------------------  ----------------------------------------   
 Return++(%)         (in thousands)           Expenses(%)     Net Income(%)    Expenses(%)     Net Investment Income(%)    Rate(%)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                  <C>                    <C>               <C>              <C>             <C>                         <C>
    1.38(a)               $    18                 --                --               --                  --                     0
    7.68                       38                 --              3.20             8.70               (5.50)                   31
   24.00                      570                 --              2.91             5.21               (2.30)                   24
   (2.99)                   2,366                 --              3.03             1.64                1.40                    28
   34.68                    7,743                .69              1.21             1.34                 .55                   148
    9.78                   16,385                .76               .75             1.20                 .30                    45
    6.00                   25,658                .91               .43              N/A                 N/A                    51
   (2.87)                  32,797                .90               .60              N/A                 N/A                    40
                                                                                                                    
                                                                                                                    
       0                      88                 --                --                --                  --                     0
   15.60                   4,564                 --             13.22              1.32               11.90                    46
   (1.76)                 14,354                 --             12.05               .88               11.17                    22
   (5.77)                 18,331                 --             13.21               .91               12.30                    35
   33.96                  23,634                .53             11.95               .89               11.60                    40
   13.15                  24,540                .91             10.48               .96               10.43                    84
   18.16                  30,593                .91              9.49               N/A                 N/A                    96
   (1.56)                 32,285                .88              9.43               N/A                 N/A                    50
                                                                                                                    
                                                                                                                    
    5.21(a)                3,946                 --               .99(a)           3.43(a)            (2.43)(a)                29
   15.24                   8,653               1.70               .75              2.27                 .18                    70
   (1.13)                 12,246               1.03              1.55              1.38                1.20                    36
   22.17                  21,009               1.14               .97               N/A                 N/A                    37
   (1.29)                 31,308               1.03              1.22               N/A                 N/A                    36
                                                                                                                    
                                                                                                                    
    8.91(a)                4,707                .23(a)           6.16(a)            .93(a)             5.46(a)                 72
   10.93                  10,210                .35              6.32               .85                5.82                    64
   (3.53)                 11,602                .37              6.61               .92                6.06                    15
                                                                                                                    
                                                                                                                    
   (4.66)(a)                 494                 --              1.46(a)           3.99(a)            (2.52)(a)                 0
   (7.24)                  4,720                .17              4.13               .95                3.35                    31
</TABLE> 

                                       7
<PAGE>
 
                       INVESTMENT OBJECTIVES AND POLICIES

BLUE CHIP SERIES

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

   The Series defines Blue Chip companies as those companies that have a market
capitalization of at least $300 million, are dividend paying and are included in
the S&P 500.  Market capitalization is the total market value of a company's
outstanding common stock.  Blue Chip companies are considered to be of
relatively high quality and generally exhibit superior fundamental
characteristics, which may include:  potential for consistent earnings growth, a
history of profitability and payment of dividends, leadership position in their
industries and markets, proprietary products or services, experienced
management, high return on equity and a strong balance sheet.  Blue Chip
companies usually exhibit less investment risk and share price volatility than
smaller, less established companies.  Examples of Blue Chip companies are
American Telephone & Telegraph, General Electric, Pepsico Inc. and Bristol-Myers
Squibb.

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

CASH MANAGEMENT SERIES

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

   CASH MANAGEMENT SERIES invests primarily in (1) high quality marketable
securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances, time deposits and other short-term obligations 

                                       8
<PAGE>
 
issued by banks and (3) prime commercial paper and high quality, U.S. dollar
denominated short-term corporate bonds and notes. The U.S. Government securities
in which the Series may invest include a variety of U.S. Treasury securities
that differ in their interest rates, maturities and dates of issue. Securities
issued or guaranteed by agencies or instrumentalities of the U.S. Government may
be supported by the full faith and credit of the United States or by the right
of the issuer to borrow from the U.S. Treasury. See the SAI for additional
information on U.S. Government securities. The Series may invest in domestic
bank certificates of deposit (insured up to $100,000) and bankers' acceptances
(not insured) issued by domestic banks and savings institutions which are
insured by the Federal Deposit Insurance Corporation ("FDIC") and that have
total assets exceeding $500 million. The Series also may invest in certificates
of deposit issued by London branches of domestic or foreign banks ("Eurodollar
CDs"). The Series may invest in time deposits and other short-term obligations,
including uninsured, direct obligations bearing fixed, floating or variable
interest rates, issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign branches of
foreign banks. See Appendix A to the SAI for a description of commercial paper
ratings and Appendix B to the SAI for a description of municipal note ratings.
The Series also may invest in repurchase agreements with banks that are members
of the Federal Reserve System or securities dealers that are members of a
national securities exchange or are market makers in U.S. Government securities,
and, in either case, only where the debt instrument subject to the repurchase
agreement is a U.S. Treasury or agency obligation.

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

   CASH MANAGEMENT SERIES may purchase only obligations that (1) the Adviser
determines present minimal credit risks based on procedures adopted by the
Fund's Board of Trustees, and (2) are either (a) rated in one of the top two
rating categories by at least two nationally recognized statistical ratings
organizations ("NRSROs") (or one, if only one rated the security) or (b) unrated
securities that the Adviser determines are of comparable quality.  Securities
qualify as being in the top rating category ("First Tier Securities") if at
least two NRSROs (or one, if only one rated the security) have given it the
highest rating.  If only one NRSRO has rated a security, or it is unrated, the
acquisition of that security must be approved or ratified by the Fund's Board of
Trustees.  The Series' purchases of commercial paper are limited to First Tier
Securities.  The Series may not invest more than 5% of its total assets in
securities rated in the second highest rating category ("Second Tier
Securities").  Investments in Second Tier Securities of any one issuer are
limited to the greater of 1% of the Series' total assets or $1 million.  The
Series generally may invest no more than 5% of its total assets in the
securities of a single issuer (other than securities issued by the U.S.
Government, its agencies or instrumentalities).

                                       9
<PAGE>
 
DISCOVERY SERIES

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

   The Series seeks to invest in the common stock of companies that are
undervalued in the current market in relation to fundamental economic values
such as earnings, sales, cash flow and tangible book value; that are early in
their corporate development (i.e., before they become widely recognized and well
known and while their reputations and track records are still emerging); or that
offer the possibility of greater earnings because of revitalized management, new
products or structural changes in the economy.  Such companies primarily are
those with small to medium market capitalization, which the Series considers to
be market capitalization of up to $1 billion.  The Adviser believes that, over
time, these securities are more likely to appreciate in price than securities
whose market prices have already reached their perceived economic value.  In
addition, the Series intends to diversify its holdings among as many companies
and industries as the Adviser deems appropriate.

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

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

   The Series may invest up to 10% of its total assets in common stocks issued
by foreign companies which are traded on a recognized domestic or foreign
securities exchange.  In addition to the fundamental analysis of companies and
their industries which it performs for U.S. issuers, the Adviser evaluates the
economic and political climate of the country in which the company is located
and the principal securities markets in which such securities are traded.
Although the foreign stocks in which the Series invests are primarily
denominated in foreign currencies, the Series also may invest in ADRs.  The
Adviser does not attempt to time actively either short-term market trends or
short-term currency trends in any market.  See "Foreign Securities--Risk
Factors" and "American Depository Receipts and Global Depository Receipts."

                                       10
<PAGE>
 
   The Series may borrow money for temporary or emergency purposes in amounts
not exceeding 5% of its total assets.  The Series also may enter into repurchase
agreements and may make loans of portfolio securities.  For temporary defensive
purposes, the Series may invest all of its assets in U.S. Government
Obligations, prime commercial paper, certificates of deposit and bankers'
acceptances.  See the SAI for more information regarding these securities.

GOVERNMENT SERIES

   GOVERNMENT SERIES seeks to achieve a significant level of current income
which is consistent with security and liquidity of principal by investing, under
normal market conditions, at least 65% of its assets in U.S. Government
Obligations, including mortgage-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 the Series are not insured or
guaranteed by the U.S. Government or any agency or instrumentality.  The net
asset value of shares of the Series generally will fluctuate in response to
interest rate levels.  When interest rates rise, prices of fixed income
securities generally decline; when interest rates decline, prices of fixed
income securities generally rise.  See "U.S. Government Obligations" and "Debt
Securities-Risk Factors," below.

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

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

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

                                       11
<PAGE>
 
GROWTH SERIES

   The investment objective of GROWTH SERIES is long-term capital appreciation.
Current income through the receipt of interest or dividends from investments
will merely be incidental to the Series' efforts in pursuing its goal.  It is
the policy of the Series to invest, under normal market conditions, primarily in
common stocks and it is anticipated that the Series will usually be so invested.
It also may invest to a limited degree in convertible securities and preferred
stocks.  At least 75% of the value of the Series' total assets (excluding
securities held for defensive purposes) shall be invested in securities of
companies in industries in which the Adviser, or the Series' investment
subadviser, Wellington Management Company ("Subadviser" or "WMC"), believes
opportunities for capital growth exist.  The Series does not intend to
concentrate its investments in a particular industry, but it may invest up to
25% of the value of its assets in a particular industry.  The Series may also
invest in ADRs, purchase securities on a when-issued or delayed delivery basis
and make loans of portfolio securities.  The Series may borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
For temporary defensive purposes, the Series may invest all of its assets in
U.S. Government Obligations, investment grade bonds, prime commercial paper,
certificates of deposit, bankers' acceptances, repurchase agreements and
participation interests.  See the SAI for a description of these securities.

HIGH YIELD SERIES

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

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

   The Series may invest up to 35% of its total assets in securities other than
High Yield Securities, including:  dividend-paying common stocks; securities
convertible into, or exchangeable for, common stock; debt obligations of all
types (including bonds, debentures and notes) rated A or better by Moody's or
S&P; U.S. Government Obligations; warrants and money market instruments
consisting of prime commercial paper, certificates of deposit of domestic
branches of U.S. banks, bankers' acceptances and repurchase agreements.

                                       12
<PAGE>
 
   In any period of market weakness or of uncertain market or economic
conditions, the Series may establish a temporary defensive position to preserve
capital by having all or part of its assets invested in investment grade debt
securities or retained in cash or cash equivalents, including bank certificates
of deposit, bankers' acceptances, U.S. Government Obligations and commercial
paper issued by domestic corporations.  See the SAI for more information
concerning these securities.

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

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

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

   Because of the greater number of investment considerations involved in
investing in High Yield Securities, the achievement of the Series' investment
objectives depends more on the Adviser's research abilities than would be the
case if the Series were investing primarily in securities in the higher rated
categories.  Because medium- to lower-rated securities generally involve greater
risks of loss of income and principal than higher-rated securities, investors
should consider carefully the relative risks associated with investments in
securities that carry medium to lower ratings or, if unrated, deemed to be of
comparable quality by the Adviser.  See "High Yield Securities--Risk Factors"
and Appendix A for a description of corporate bond ratings.
 
   The dollar weighted average of credit ratings of all bonds held by the Series
during the 1994 fiscal year, computed on a monthly basis, is set forth below.
This information reflects the average composition of the Series' assets during
the 1994 fiscal year and is not necessarily representative of the Series as of
the end of its 1994 fiscal year, the current fiscal year or at any other time in
the future. 

                                       13
<PAGE>
 
<TABLE> 
<CAPTION>
 
                                      COMPARABLE QUALITY OF
                                      UNRATED SECURITIES TO
                  RATED BY MOODY'S   BONDS RATED BY MOODY'S
                  -----------------  -----------------------
<S>               <C>                <C>
         Baa                  1.07%                       0%
         Ba                  12.74                     1.72
         B                   67.88                     2.31
         Caa                  4.82                     0.98
         Ca                   0.10                        0
                             -----                     ----
         Total               86.61%                    5.01%
 
</TABLE> 

INTERNATIONAL SECURITIES SERIES

   INTERNATIONAL SECURITIES SERIES primarily seeks long-term capital growth and
secondarily seeks to earn a reasonable level of current income.  The Series 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 Series to react to rapidly changing economic
conditions among countries which cause the relative attractiveness of
investments within national markets to be subject to frequent reappraisal.  It
is a fundamental policy of the Series that no more than 35% of its total assets
will be invested in securities issued by U.S. companies and U.S. Government
Obligations or cash and cash equivalents denominated in U.S. currency.  In
addition, the Series presently does not intend to invest more than 35% of its
total assets in any one particular country.  Further, except for temporary
defensive purposes, the Series' assets will be invested in securities of at
least three different countries outside the United States.  For defensive
purposes, the Series may temporarily invest in securities issued by U.S.
companies and the U.S. Government and its agencies and instrumentalities, or
cash equivalents denominated in U.S. currency, without limitation as to amount.
See "Foreign Securities--Risk Factors".

   The Series may purchase securities traded on any foreign stock exchange.  The
Series may also purchase American Depository Receipts ("ADRs") and Global
Depository Receipts ("GDRs").  See "American Depository Receipts and Global
Depository Receipts," below.  The Series also may invest up to 25% of its total
assets in unlisted securities of foreign issuers; provided, however, that no
more than 15% of the value of its net assets may be invested in unlisted
securities with a limited trading market and other illiquid investments.  The
investment standards for the selection of unlisted securities are the same as
those used in the purchase of securities traded on a stock exchange.
   
   The Series may invest in warrants, which may or may not be listed on a
recognized United States or foreign exchange.  The Series also may enter into
repurchase agreements, purchase securities on a when-issued or delayed delivery
basis and make loans of portfolio securities.  The Series also may borrow money
for temporary or emergency purposes in amounts not exceeding 5% of its total
assets.  See the SAI for further information concerning these securities.

INVESTMENT GRADE SERIES

   INVESTMENT GRADE SERIES seeks to generate a maximum level of income
consistent with investment in investment grade debt securities.  The Series
seeks to achieve its objective by investing, under normal market conditions, at
least 65% of its total assets in debt securities of U.S. issuers that are rated
in the four highest rated categories by Moody's or S&P, or in unrated 

                                       14
<PAGE>
 
securities that are deemed to be of comparable quality by the Adviser
("investment grade securities"). The Series may invest up to 35% of its total
assets in U.S. Government Obligations, including mortgage-related securities,
dividend-paying common and preferred stocks, obligations convertible into common
stocks, repurchase agreements, debt securities rated below investment grade and
money market instruments. The Series may invest up to 5% of its net assets in
corporate or government debt securities of foreign issuers which are U.S. dollar
denominated and traded in U.S. markets. The Series may also borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
The Series may purchase securities on a when-issued basis, make loans of
portfolio securities and invest in zero coupon or pay-in-kind securities. See
"Description of Certain Securities, Other Investment Policies and Risk Factors,"
below, and the SAI for additional information concerning these securities.

   The published reports of rating services are considered by the Adviser in
selecting rated securities for the Series' portfolio.  The Adviser also relies,
among other things, on its own credit analysis, which includes a study of the
existing debt's capital structure, the issuer's ability to service debt (or to
pay dividends, if investing in common or preferred stock) and the current trend
of earnings for the issuer.  Although up to 100% of the Series' total assets can
be invested in debt securities rated at least Baa by Moody's or at least BBB by
S&P, or unrated debt securities deemed to be of comparable quality by the
Adviser, no more than 5% of the Series' net assets may be invested in debt
securities rated lower than Baa by Moody's or BBB by S&P (including securities
that have been downgraded), or, if unrated, deemed to be of comparable quality
by the Adviser, or in any equity securities of any issuer if a majority of the
debt securities of such issuer are rated lower than Baa by Moody's or BBB by
S&P.  Securities rated BBB or Baa by S&P or Moody's, respectively, are
considered to be speculative with respect to the issuer's ability to make
principal and interest payments.  The Adviser continually monitors the
investments in the Series' portfolio and carefully evaluates on a case-by-case
basis whether to dispose of or retain a debt security which has been downgraded
to a rating lower than investment grade.  See "Debt Securities--Risk Factors"
and Appendix A for a description of corporate bond ratings.

   For temporary defensive purposes, the Series may invest all of its assets in
money market instruments, short-term fixed income securities or U.S. Government
Obligations.  See the SAI for additional information concerning these
securities.
 
TARGET MATURITY 2007 SERIES 
 
   TARGET MATURITY 2007 SERIES seeks to provide a predictable compounded
investment for investors who hold their Series shares until the Series'
maturity, consistent with preservation of capital.  The Series will seek its
objective by investing, under normal market conditions, at least 65% of its
total assets in zero coupon securities which are issued by the U.S. Government
and its agencies and instrumentalities or created by third parties using
securities issued by the U.S. Government and its agencies and instrumentalities.
These investments will mature no later than December 31, , 2007 (the "Maturity
Date").  On the Maturity Date, the Series will be converted to cash and
distributed or reinvested in another series of the Fund at the investor's
choice. 
 
   The Series seeks to provide investors with a positive total return at the
Maturity Date which, together with the reinvestment of all dividends and
distributions, exceeds their original investment in the Series by a relatively
predictable amount.  While the risk of fluctuation in the values of zero coupon
securities is greater when the period to maturity is longer, that risk tends to
diminish as the  

                                       15
<PAGE>
 
 
Maturity Date approaches. Although an investor can redeem shares at the current
net asset value at any time, any investor who redeems his or her shares prior to
the Maturity Date is likely to achieve a different investment result than the
return that was predicted on the date the investment was made, and may even
suffer a significant loss. 
 
   Zero coupon securities are debt obligations that do not entitle the holder to
any periodic payment of interest prior to maturity or a specified date when the
securities begin paying current interest.  They are issued and traded at a
discount from their face amount or par value, which discount varies depending on
the time remaining until maturity, prevailing interest rates, liquidity of the
security and the perceived credit quality of the issuer.  When held to maturity,
their entire return, which consists of the accretion of the discount, comes from
the difference between their issue price and their maturity value.  This
difference is known at the time of purchase, so investors holding zero coupon
securities until maturity know the amount of their investment return at the time
of their investment.  The market values are subject to greater market
fluctuations from changing interest rates prior to maturity than the values of
debt obligations of comparable maturities that bear interest currently.  See
"Zero Coupon Securities-Risk Factors." 
 
   A portion of the total realized return from conventional interest-paying
bonds comes from the reinvestment of periodic interest.  Since the rate to be
earned on these reinvestments may be higher or lower than the rate quoted on the
interest-paying bonds at the time of the original purchase, the total return of
interest-paying bonds is uncertain even for investors holding the security to
its maturity.  This uncertainty is commonly referred to as reinvestment risk and
can have a significant impact on total realized investment return.  With zero
coupon securities, however, there are no cash distributions to reinvest, so
investors bear no reinvestment risk if they hold the zero coupon securities to
maturity. 
 
   The Series will primarily purchase three types of zero coupon securities:
(1) U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal
Securities) which are created when the coupon payments and the principal payment
are stripped from an outstanding Treasury security by the Federal Reserve Bank.
Bonds issued by the Resolution Funding Corporation (REFCORP) can  also be
stripped in this fashion.  (2)  STRIPS which are created when a dealer deposits
a Treasury security or a Federal agency security with a custodian for
safekeeping and then sells the coupon payments and principal payment that will
be generated by this security.  Bonds issued by the Financing Corporation (FICO)
can be stripped in this fashion.  (3) Zero coupon securities of Federal agencies
and instrumentalities either issued directly by an agency in the form of a zero
coupon bond or created by stripping an outstanding bond. 
 
   The Series may invest up to 35% of its total assets in the following
instruments:  interest- bearing obligations issued by the U.S. Government and
its agencies and instrumentalities (see "U.S. Government Obligations");
corporate debt securities, including corporate zero coupon securities;
repurchase agreements; and money market instruments consisting of prime
commercial paper, certificates of deposit of domestic branches of U.S. banks and
bankers' acceptances.  The TARGET MATURITY 2007 SERIES may only invest in debt
securities rated A or better by Moody's or S&P or in unrated securities that are
deemed to be of comparable quality by the Adviser.  Debt obligations rated A or
better by Moody's or S&P comprise what are known as high-grade bonds and are
regarded as having a strong capacity to pay principal and interest.  See
Appendix A for a description of corporate bond ratings.  The Series may also
invest in restricted and illiquid securities, make loans  

                                       16
<PAGE>
 
 
of portfolio securities and purchase securities on a when-issued basis. See the
SAI for more information regarding these types of investments. 

UTILITIES INCOME SERIES

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

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

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

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

                                       17
<PAGE>
 
fixed income securities or retained in cash or cash equivalents. See the SAI for
a description of these securities.

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

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

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

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

   COMMERCIAL PAPER.  Commercial paper is a promissory note issued by a
corporation to finance short-term credit needs which may either be unsecured or
backed by a letter of credit.  Commercial paper includes notes, drafts or
similar instruments payable on demand or having a maturity at the time of
issuance not exceeding nine months, exclusive of days of grace or any renewal
thereof.  See Appendix A to the SAI for a description of commercial paper
ratings.

                                       18
<PAGE>
 
   CONVERTIBLE SECURITIES.  A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula.  A convertible
security entitles the holder to receive interest paid or accrued on debt or
dividends paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged.  Convertible securities have unique investment
characteristics in that they generally (1) have higher yields than common
stocks, but lower yields than comparable non-convertible securities, (2) are
less subject to fluctuation in value than the underlying stock because they have
fixed income characteristics, and (3) provide the potential for capital
appreciation if the market price of the underlying common stock increases.  See
the SAI for more information on convertible securities.
 
   DEBT SECURITIES--RISK FACTORS.  The market value of debt securities is
influenced primarily by changes in the level of interest rates.  Generally, as
interest rates rise, the market value of debt securities decreases.  Conversely,
as interest rates fall, the market value of debt securities increases.  Factors
which could result in a rise in interest rates, and a decrease in the market
value of debt securities, include an increase in inflation or inflation
expectations, an increase in the rate of U.S. economic growth, an expansion in
the Federal budget deficit or an increase in the price of commodities such as
oil.  In addition, the market value of debt securities is influenced by
perceptions of the credit risks associated with such securities.  Sale of debt
securities prior to maturity may result in a loss and the inability to replace
the sold securities with debt securities with a similar yield.  Debt obligations
rated lower than Baa by Moody's or BBB by S&P, commonly referred to as "junk
bonds" are speculative and generally involve a higher risk of loss of principal
and income than higher-rated securities.  See "High Yield Securities--Risk
Factors" and Appendix A for a description of corporate bond ratings. 

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

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

                                       19
<PAGE>
 
 
   FOREIGN SECURITIES--RISK FACTORS.  INTERNATIONAL SECURITIES SERIES, GROWTH
SERIES and DISCOVERY SERIES 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 Series
may buy foreign currency outright to purchase securities denominated in that
foreign currency at a future date.  Because the Series do not intend to hedge
their foreign investments, each Series 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 INTERNATIONAL SECURITIES SERIES, GROWTH SERIES or DISCOVERY SERIES
held in foreign countries. 
 
   INTERNATIONAL SECURITIES SERIES' and DISCOVERY SERIES' 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. 
  
   HIGH YIELD SECURITIES--RISK FACTORS.  High Yield Securities are subject to
certain risks that may not be present with investments in higher grade
securities.
 
      EFFECT OF INTEREST RATE AND ECONOMIC CHANGES.  High Yield Securities rated
lower than Baa by Moody's or BBB by S&P, commonly referred to as "junk bonds"
are speculative and generally involve a higher risk or loss of principal and
income than higher-rated securities. The prices of High Yield Securities tend to
be less sensitive to interest rate changes than higher-rated investments, but
may be more sensitive to adverse economic changes or individual corporate
developments.  Periods of economic uncertainty and changes generally result in
increased volatility in the market prices and yields of High Yield Securities
and thus in a Series' net asset value.  A strong economic downturn or a
substantial period of rising interest rates could severely affect the market for
High Yield Securities.  In these circumstances, highly leveraged companies might
have greater difficulty in making principal and interest payments, meeting
projected business goals, and obtaining additional financing.  Thus, there could
be a higher incidence of default.  This would affect the value of such
securities and thus a Series' net asset value.  Further, if the issuer of a
security owned by a Series defaults, that Series might incur additional expenses
to seek recovery. 

   Generally, when interest rates rise, the value of fixed rate debt
obligations, including High Yield Securities, tends to decrease; when interest
rates fall, the value of fixed rate debt obligations tends to increase.  If an
issuer of a High Yield Security containing a redemption or call provision
exercises either provision in a declining interest rate market, a Series would
have to replace the security, 

                                       20
<PAGE>
 
which could result in a decreased return for shareholders. Conversely, if a
Series experiences unexpected net redemptions in a rising interest rate market,
it might be forced to sell certain securities, regardless of investment merit.
This could result in decreasing the assets to which Series expenses could be
allocated and in a reduced rate of return for that Series. While it is
impossible to protect entirely against this risk, diversification of a Series'
portfolio and the Adviser's careful analysis of prospective portfolio securities
should minimize the impact of a decrease in value of a particular security or
group of securities in a Series' portfolio.
 
      THE HIGH YIELD SECURITIES MARKET.  The market for below investment grade
bonds expanded rapidly in the 1980's, and its growth paralleled a long economic
expansion.  During that period, the yields on below investment grade bonds rose
dramatically.  Such higher yields did not reflect the value of the income stream
that holders of such bonds expected, but rather the risk that holders of such
bonds could lose a substantial portion of their value as a result of the
issuers' financial restructuring or default.  In fact, from 1989 to 1991 during
a period of economic recession, the percentage of lower quality securities that
defaulted rose significantly, although the default rate decreased in subsequent
years.  There can be no assurance that such declines in the below investment
grade market will not reoccur.  The market for below investment grade bonds
generally is thinner and less active than that for higher quality bonds, which
may limit a Fund's ability to sell such securities at fair value in response to
changes in the economy or the financial markets.  Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the
values and liquidity of lower rated securities, especially in a thinly traded
market. 

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

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

   The ability of a Series to value or sell High Yield Securities will be
adversely affected to the extent that such securities are thinly traded or
illiquid.  During such periods, there may be less 

                                       21
<PAGE>
 
reliable objective information available and thus the responsibility of the
Fund's Board of Trustees to value High Yield Securities becomes more difficult,
with judgment playing a greater role. Further, adverse publicity about the
economy or a particular issuer may adversely affect the public's perception of
the value, and thus liquidity, of a High Yield Security, whether or not such
perceptions are based on a fundamental analysis.

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

   MORTGAGE-RELATED 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-related 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-related 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 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 SERIES 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 SERIES 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 

                                       22
<PAGE>
 
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 Series may fail to fully recoup its initial
investment in these securities. The market value of the class consisting
primarily or entirely of principal payments generally is unusually volatile in
response to changes in interest rates.
 
   RISKS OF MORTGAGE-RELATED SECURITIES.  Investments in mortgage-related
securities entail both market and prepayment risk.  Fixed-rate mortgage-related
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-related 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-related 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-related securities.  CMOs and SMBS involve
similar risks, although they may be more volatile.  In addition, because SMBS
were only recently introduced, established trading markets for these securities
have not yet developed, although the securities are traded among institutional
investors and investment banking firms. 
 
   PORTFOLIO TURNOVER.  The decline in interest rates in 1993 and 1994 had an
impact on the mortgage-related securities market, where a large volume of
prepayments of mortgages occurred.  As a result of these prepayments, among
other things, GOVERNMENT SERIES liquidated many of its positions in premium
mortgage-backed securities.  This resulted in a portfolio turnover rate of 457%
for the fiscal year ended 1994.  A high rate of portfolio turnover generally
leads to increased transaction costs and may result in a greater number of
taxable transactions.  See "Allocation of Portfolio Brokerage" in the SAI.  The
TARGET MATURITY 2007 SERIES currently does not expect its annual rate of
portfolio turnover to exceed 100%.  See the SAI for the other Series' portfolio
turnover rate and for more information on portfolio turnover. 

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

                                       23
<PAGE>
 
 
   Under current guidelines of the staff of the SEC, interest-only and
principal-only classes of fixed-rate mortgage-related 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 the GOVERNMENT FUND's Board of Directors.
The 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 net asset value. 

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

   U.S. GOVERNMENT OBLIGATIONS.  Securities issued or guaranteed as to principal
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.

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

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

   Certain utilities, especially gas and telephone utilities, have in recent
years been affected by increased competition, which could adversely affect the
profitability of such utility companies.  In addition, expansion by companies
engaged in telephone communication services of their non-regulated activities
into other businesses (such as cellular telephone services, data processing,
equipment retailing, computer services and financial services) has provided the
opportunity for 

                                       24
<PAGE>
 
increases in earnings and dividends at faster rates than have been allowed in
traditional regulated businesses. However, technological innovations and other
structural changes also could adversely affect the profitability of such
companies in competition with utilities companies.

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

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

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

   ZERO COUPON AND PAY-IN-KIND SECURITIES.  Zero coupon securities are debt
obligations that do not entitle the holder to any periodic payment of interest
prior to maturity or a specified date when the securities begin paying current
interest.  They are issued and traded at a discount from their face amount or
par value, which discount varies depending on the time remaining until cash
payments begin, prevailing interest rates, liquidity of the security and the
perceived credit quality of the issuer.  Pay-in-kind securities are those that
pay interest through the issuance of additional securities.  The market prices
of zero coupon and pay-in-kind securities generally are more volatile than the
prices of securities that pay interest periodically and in cash and are likely
to respond to changes in interest rates to a greater degree than do other types
of debt securities having similar maturities and credit quality.  Original issue
discount earned on zero coupon securities and the "interest" on pay-in-kind
securities must be included in a Series' income.  Thus, to continue to qualify
for tax treatment as a regulated investment company and to avoid a certain
excise tax on undistributed income, a Series may be required to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives.  See "Taxes" in the SAI.  These distributions must be made from a
Series' cash assets or, if necessary, from the proceeds of sales of portfolio
securities.  A Series will not be able to purchase additional income-producing
securities with cash used to make such distributions, and its current income
ultimately could be reduced as a result.
 
   ZERO COUPON SECURITIES-RISK FACTORS.  Zero coupon securities are debt
securities and thus are subject to the same risk factors as all debt securities.
See "Debt Securities-Risk Factors."  The market prices of zero coupon
securities, however, generally are more volatile than the prices of securities
that pay interest periodically and in cash and are likely to respond to changes
in interest rates to a greater degree than do other types of debt securities
having similar maturities and credit quality.  As a result, the net asset value
of shares of the TARGET MATURITY 2007 SERIES may fluctuate over a greater range
than shares of the other Series or mutual funds that invest in debt obligations
having similar maturities but that make current distributions of interest. 

                                       25
<PAGE>
 
 
   Zero coupon securities can be sold prior to their due date in the secondary
market at their then prevailing market value, which depends primarily on the
time remaining to maturity, prevailing levels of interest rates and the
perceived credit quality of the issuer.  The prevailing market value may be more
or less than the securities' value at the time of purchase.  While the objective
of the TARGET MATURITY 2007 SERIES is to seek a predictable compounded
investment return for investors who hold their Series shares until the Series'
maturity, the Series cannot assure that it will be able to achieve a certain
level of return due to the possible necessity of having to sell certain zero
coupon securities to pay expenses, dividends or meet redemptions at times and at
prices that might be disadvantageous or, alternatively, the need to invest
assets received from new purchases at prevailing interest rates, which would
expose the Series to reinvestment risk.  In addition, no assurance can be given
as to the liquidity of the market for certain of these securities.
Determination as to the liquidity of such securities will be made in accordance
with guidelines established by the Fund's Board of Trustees.  In accordance with
such guidelines, the Adviser will monitor the Series' investments in such
securities with particular regard to trading activity, availability of reliable
price information and other relevant information. 

                               HOW TO BUY SHARES

   Investments in a Series are made through purchases of the Policies or the
Contracts offered by First Investors Life.  Policy premiums, net of certain
expenses, are paid into a unit investment trust, Separate Account B.  Purchase
payments for the Contracts, net of certain expenses, are also paid into a unit
investment trust, Separate Account C.  The Separate Accounts pool these proceeds
to purchase shares of a Series designated by purchasers of the Policies or
Contracts.  Orders for the purchase of Series shares received prior to the close
of regular trading on the New York Stock Exchange ("NYSE"), generally 4:00 P.M.
(New York City time), on any business day the NYSE is open for trading, will be
processed and shares will be purchased at the net asset value determined at the
close of regular trading on the NYSE on that day.  Orders received after the
close of regular trading on the NYSE will be processed at the net asset value
determined at the close of regular trading on the NYSE on the next trading day.
See "Determination of Net Asset Value."

                              HOW TO REDEEM SHARES

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

                                   MANAGEMENT

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

                                       26
<PAGE>
 
   ADVISER.  First Investors Management Company, Inc. supervises and manages
each Series' investments, supervises all aspects of each Series' operations and,
except for INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, determines each
Series' portfolio transactions.  The Adviser is a New York corporation located
at 95 Wall Street, New York, NY  10005.  First Investors Consolidated
Corporation ("FICC") owns all of the voting common stock of the Adviser and all
of the outstanding stock of First Investors Corporation and the Transfer Agent.
Mr. Glenn O. Head (or members of his family) and Mrs. Julie W. Grayson (as
executrix of the estate of her deceased husband, David D. Grayson) each control
more than 25% of the voting stock of FICC and, therefore, jointly control the
Adviser.
 
   As compensation for its services, the Adviser receives an annual fee from
each Series, which is payable monthly.  For the fiscal year ended December 31,
1994, the advisory fees were 0.75% of average daily net assets for each of BLUE
CHIP SERIES, DISCOVERY SERIES, GROWTH SERIES, HIGH YIELD SERIES and
INTERNATIONAL SECURITIES SERIES, 0.35% of average daily net assets, net of
waiver, for each of GOVERNMENT SERIES and INVESTMENT GRADE SERIES, 0.31% of
average daily net assets, net of waiver, for CASH MANAGEMENT SERIES and 0.17%
average daily net assets, net of waiver, for UTILITIES INCOME SERIES.  As
compensation for its services, the Adviser receives a fee from TARGET MATURITY
2007 SERIES at the rate of 0.75% of the average daily net assets of that Series.
 
   Each Series bears all expenses of its operations other than those incurred by
the Adviser under the terms of its advisory agreement.  Series 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.

   SUBADVISER.  Wellington Management Company has been retained by the Adviser
and the Fund, on behalf of INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, as
each of those Series' investment subadviser.  The Adviser has delegated
discretionary trading authority to WMC with respect to all the assets of
INTERNATIONAL SECURITIES SERIES and GROWTH SERIES, subject to the continuing
oversight and supervision of the Adviser and the Board of Trustees.  As
compensation for its services, WMC is paid by the Adviser, and not by either
Series, a fee which is computed daily and paid monthly.
 
   WMC, located at 75 State Street, Boston, MA 02109, is a Massachusetts general
partnership of which Robert W. Doran, Duncan M. McFarland and John B. Neff 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, 1994, WMC held discretionary investment authority with respect to
approximately $80.0 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 $58.3 billion as of
December 31, 1994.  WMC is not affiliated with the Adviser or any of its
affiliates. 

   PORTFOLIO MANAGERS.  Patricia D. Poitra, Director of Equities, has been
primarily responsible for the day-to-day management of the BLUE CHIP SERIES
since October 1994 and DISCOVERY SERIES since 1988.  Ms. Poitra is assisted by a
team of portfolio analysts.  Ms. Poitra has been responsible 

                                       27
<PAGE>
 
for the management of the Special Situations Series, the Blue Chip Series and
the small capitalization equity portion of Total Return Series, all series of
First Investors Series Fund. Ms. Poitra also is responsible for the management
of the Blue Chip Fund of Executive Investors Trust and the Made In The U.S.A.
Fund of First Investors Series Fund II, Inc. Ms. Poitra joined FIMCO in 1985 as
a Senior Equity Analyst.

   George V. Ganter has been Portfolio Manager for HIGH YIELD SERIES since 1989.
Mr. Ganter joined FIMCO in 1985 as an Analyst.  In 1986, he was made Portfolio
Manager for First Investors Special Bond Fund, Inc.  In 1989, he was made
Portfolio Manager for First Investors High Yield Fund, Inc. and Executive
Investors High Yield Fund.

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

   Nancy Jones has been Portfolio Manager for INVESTMENT GRADE SERIES since its
inception in 1992 and CASH MANAGEMENT SERIES since 1989.  Ms. Jones joined FIMCO
in 1983 as Director of Research in the High Yield Department.  In 1989, she
became Portfolio Manager for First Investors Fund For Income, Inc.  Ms. Jones
has been Portfolio Manager for Investment Grade Series of First Investors Series
Fund since its inception in 1991 and has managed the fixed income corporate
securities portion of Total Return Series of First Investors Series Fund since
1992.

   Matthew E. Magargel, Vice President of WMC, has been Portfolio Manager for
GROWTH SERIES since 1992.  He joined WMC in 1983 as a research analyst and took
on additional responsibilities as a portfolio manager in 1988.  In 1991, Mr.
Magargel became solely a portfolio manager with WMC.
 
   Since April 1995, John Tomasulo has been primarily responsible for the day-
to-day management of the GOVERNMENT SERIES and the TARGET MATURITY 2007 SERIES.
Mr. Tomasulo is also responsible for the management of the Government Fund and
for the U.S. Government and mortgage-backed securities portion of the Total
Return Series of First Investors Series Fund.  Prior to joining FIMCO, Mr.
Tomasulo was affiliated with Seligman & Co. since 1987 where he assisted in the
management of a U.S. government fund and individual accounts and had primary
responsibility for three money market funds. 
 
   As of April 1, 1994, INTERNATIONAL SECURITIES SERIES 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. 


                        DETERMINATION OF NET ASSET VALUE

   The net asset value of shares of each Series 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 other times as the Fund's Board of
Trustees deems necessary by dividing the value of the securities held by the
Series, plus any cash and other assets, less all liabilities, by the number of

                                       28
<PAGE>
 
shares outstanding.  If there is no available market value, securities will be
valued at their fair value as determined in good faith pursuant to procedures
adopted by the Board of Trustees.  The NYSE currently observes the following
holidays:  New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

   The investments in CASH MANAGEMENT SERIES, when purchased at a discount, are
valued at amortized cost and when purchased at face value, are valued at cost
plus accrued interest.

                       DIVIDENDS AND OTHER DISTRIBUTIONS

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

                                     TAXES

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

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

   Each Series intends to comply with the diversification requirements imposed
by section 817(h) of the Code and the regulations thereunder.  These
requirements, which are in addition to the diversification requirements imposed
on the Series by the 1940 Act and Subchapter M of the Code, place certain
limitations on the assets of Separate Accounts B and C -- and of the Series,
because section 817(h) and those regulations treat the assets of the Series as
assets of Separate Accounts B 

                                       29
<PAGE>
 
and C -- that may be invested in securities of a single issuer. Specifically,
the regulations provide that, except as permitted by the "safe harbor" described
below, as of the end of each calendar quarter (or within 30 days thereafter) no
more than 55% of a Series' total assets may be represented by any one
investment, no more than 70% by any two investments, no more than 80% by any
three investments and no more than 90% by any four investments. For this
purpose, all securities of the same issuer are considered a single investment,
and while each U.S. Government agency and instrumentality is considered a
separate issuer, a particular foreign government and its agencies,
instrumentalities and political subdivisions are considered the same issuer.
Section 817(h) provides, as a safe harbor, that a separate account will be
treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities and
securities of other RICs. Failure of a Series to satisfy the section 817(h)
requirements would result in taxation of First Investors Life and treatment of
the Contract holders and Policyowners other than as described in the
Prospectuses of Separate Accounts B and C.

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

                              GENERAL INFORMATION

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

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

   TRANSFER AGENT.  Administrative Data Management Corp., 10 Woodbridge Center
Drive, Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as
transfer agent for each Series and as redemption agent for regular redemptions.

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

   SHAREHOLDER INQUIRIES.  Shareholder inquiries can be made by calling First
Investors Life at 212-858-8200.
 
   ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS.  It is the 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  

                                       30
<PAGE>
 
 
will be mailed if requested in writing or by telephone by any shareholder. The
Fund will ensure that an additional copy of such reports are sent to any
shareholder who subsequently changes his or her mailing address. 


                                   APPENDIX A
                     DESCRIPTION OF CORPORATE BOND RATINGS

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

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

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

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

   2.        Nature of and provisions of the obligation;

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

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

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

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

   BBB  Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal.  Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

   BB, B, CCC, CC, C  Debt rated "BB," "B," "CCC," "CC" and "C" is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal.  "BB" indicates the least degree of speculation and "C" the
highest.  While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

                                       31
<PAGE>
 
   BB  Debt rated "BB" has less near-term vulnerability to default than other
speculative issues.  However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.  The "BB"
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied "BBB-" rating.

   B  Debt rated "B" has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments.  Adverse
business, financial, or economic conditions will  likely impair capacity or
willingness to pay interest and repay principal.  The "B" rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied "BB" or "BB-" rating.

   CCC  Debt rated "CCC" has a currently identifiable vulnerability to default
and is dependent upon favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

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

   C  The rating "C" typically is applied to debt subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating.  The "C" rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

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

   D  Debt rated "D" is in payment default.  The "D" rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period.  The "D" rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

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


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

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

   Aa  Bonds which are rated "Aa" are judged to be of high quality by all
standards.  Together with the Aaa group they comprise what are generally known
as high-grade bonds.  They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, 

                                       32
<PAGE>
 
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat greater
than the Aaa securities.

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

   Baa  Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time.  Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

   Ba  Bonds which are rated "Ba" are judged to have speculative elements; their
future cannot be considered as well-assured.  Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future.  Uncertainty of position
characterizes bonds in this class.

   B  Bonds which are rated "B" generally lack characteristics of the desirable
investment.  Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

   Caa  Bonds which are rated "Caa" are of poor standing.  Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

   Ca  Bonds which are rated "Ca" represent obligations which are speculative in
a high degree.  Such issues are often in default or have other marked
shortcomings.

   C  Bonds which are rated "C" are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

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

                                       33
<PAGE>

         In the printed version of the document this is a blank page.


<PAGE>
 

         In the printed version of the document this is a blank page.


<PAGE>
 

         In the printed version of the document this is a blank page.


<PAGE>
 
            TABLE OF CONTENTS
            -----------------
  
Financial Highlights................   4
Investment Objectives and Policies..   8
How to Buy Shares...................  26
How to Redeem Shares................  26
Management..........................  26
Determination of Net Asset Value....  28
Dividends and Other Distributions...  29
Taxes...............................  29
General Information.................  30
Appendix A..........................  31
 

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
TRANSFER AGENT                    Two Penn Center Plaza
Administrative Data               Philadelphia, PA  19102-1707
  Management Corp.
10 Woodbridge Center Drive        LEGAL COUNSEL
Woodbridge, NJ  07095-1198        Kirkpatrick & Lockhart
                                  1800 M Street, N.W.
                                  Washington, D.C.  20036



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 the Fund or any affiliate thereof.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
shares offered hereby in any state to any person to whom it is unlawful to make
such offer in such state.
<PAGE>
 
First Investors
Life Series Fund
- ------------------------------------
 
Blue Chip Series
Cash Management Series
Discovery Series
Government Series
Growth Series
High Yield Series
International Securities Series
Investment Grade Series
Target Maturity 2007 Series
Utilities Income Series  
- ------------------------------------

Prospectus
- ------------------------------------
 
May 1, 1995  

First Investors Logo

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

Vertical 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. 1796" in a box to the right of
a circle containing the words "MAILED FROM ZIP CODE 17604" appears on the
righthand side.

The following language appears on the lefthand side:

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

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

LIFE325
 

<PAGE>
 
FIRST INVESTORS LIFE SERIES FUND

95 WALL STREET                                                  (212) 858-8200
NEW YORK, NEW YORK  10005
                       
                      STATEMENT OF ADDITIONAL INFORMATION
                               DATED MAY 1, 1995 

 
     This is a Statement of Additional Information for First Investors Life
Series Fund ("Fund") an open-end, diversified management investment company
consisting of ten separate investment portfolios ("Series"). The objectives of
each of the Series is set forth in the Prospectus.  There can be no assurance
that any Series will achieve its investment objective.  Investments in the
Series are made through purchases of the Level Premium Variable Life Insurance
Policies ("Policies") or the Individual Variable Annuity Contracts ("Contracts")
offered by First Investors Life Insurance Company ("First Investors Life").
Policy premiums net of certain expenses are paid into a unit investment trust,
First Investors Life Insurance Company Separate Account B ("Separate Account
B").  Purchase payments for the Contracts net of certain expenses also are paid
into a unit investment trust, First Investors Life Variable Annuity Fund C
("Separate Account C").  Separate Account B and Separate Account C pool these
proceeds to purchase shares of the Series designated by purchasers of the
Policies or Contracts.  TARGET MATURITY 2007 SERIES is only offered to
Contractowners of Separate Account C. 
 
     This Statement of Additional Information is not a prospectus.  It should be
read in connection with the Fund's Prospectus dated May 1, 1995, which may be
obtained free of cost from the Fund at the address or telephone number noted
above. 

<TABLE>
<CAPTION>
 
 
            TABLE OF CONTENTS
            -----------------
<S>                                     <C>
 
                                        Page
                                        ----
 
Investment Policies...................     2
Hedging and Option Income Strategies..     7
Investment Restrictions...............    16
Trustees and Officers.................    17
Management............................    19
Determination of Net Asset Value......    21
Allocation of Portfolio Brokerage.....    22
Taxes.................................    23
General Information...................    25
Appendix A............................    26
Appendix B............................    27
Financial Statements..................    28
</TABLE>

                                       1
<PAGE>
 
                              INVESTMENT POLICIES

          CERTIFICATES OF ACCRUAL ON U.S. TREASURY SECURITIES.  GOVERNMENT
          ---------------------------------------------------             
SERIES may 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.

          COMMERCIAL PAPER.  Commercial paper is a promissory note issued by a
          ----------------                                                    
corporation to finance short-term credit needs which may either be unsecured or
backed by a letter of credit.  Commercial paper includes notes, drafts or
similar instruments payable on demand or having a maturity at the time of
issuance not exceeding nine months, exclusive of days of grace or any renewal
thereof.  See Appendix B for a description of commercial paper ratings.
 
          CONVERTIBLE SECURITIES.  Each Series, other than CASH MANAGEMENT
          ----------------------                                          
SERIES and TARGET MATURITY 2007 SERIES, 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 Series' investment adviser, First Investors Management Company,
Inc. ("Adviser" or "FIMCO"), or, for GROWTH SERIES and INTERNATIONAL SECURITIES
SERIES, their 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. 
 
          GLOBAL DEPOSITORY RECEIPTS.  INTERNATIONAL SECURITIES SERIES may
          --------------------------                                      
invest in GDRs, which are receipts which represent, or are convertible into,
securities of foreign issues.  GDRs are issued globally for trading in non-U.S.
securities markets and evidence ownership of the underlying foreign security.
 
          LOANS OF PORTFOLIO SECURITIES.  Each Series may loan securities to
          ------------------------------                                    
qualified broker-dealers or other institutional investors provided:  the
borrower pledges to the Series and agrees to maintain at all times with that
Series 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 Series; a Series pays only reasonable custodian fees in connection
with the loan; and the Adviser, or for INTERNATIONAL SECURITIES SERIES and
GROWTH SERIES, the Subadviser, monitors the creditworthiness of the borrower
throughout the life of the loan.  Such loans may be terminated by a Series at
any time and a Series 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 a Series.  The borrower must add to the collateral whenever
the market value of the securities rises above the level of such collateral.  A
Series 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.  Each Series
may make loans, together with illiquid securities, not in excess of 10% of its
total assets.

          MORTGAGE-RELATED SECURITIES.  GOVERNMENT SERIES 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 Series), 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

                                       2
<PAGE>
 
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 Series, and the Series 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 Series 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 Series
normally will not distribute principal payments (whether regular or prepaid) to
its shareholders.  Rather, it will invest such payments in additional mortgage-
related securities of the types described above.  Interest received by the
Series 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.

          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

                                       3
<PAGE>
 
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 SERIES 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 Series
and the entity in whose name the security is issued, rather than possession by
the Series.  The Series will purchase participation interests only in securities
otherwise permitted to be purchased by the Series, 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 Series in the underlying
security.  However, the issuer of the participation interests to the Series will
agree in writing, among other things:  to promptly remit all payments of
principal, interest and premium, if any, to the Series 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 Series.
 
          PORTFOLIO TURNOVER.  Although each Series 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 GROWTH SERIES and INTERNATIONAL SECURITIES
SERIES, the 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 Series' 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 "Portfolio
Transactions."  The rate of portfolio turnover for the period January 7, 1992
(commencement of operations) through December 31, 1992 for the INVESTMENT GRADE
SERIES was 72%. The rate of portfolio turnover for the fiscal year ended
December 31, 1993 for the BLUE CHIP SERIES, DISCOVERY SERIES, GROWTH SERIES,
HIGH YIELD SERIES, INTERNATIONAL SECURITIES SERIES and INVESTMENT GRADE SERIES
was 37%, 68%, 51%, 96%, 37% and 64%, respectively.  The rate of portfolio
turnover for the fiscal year ended December 31, 1994 for the BLUE CHIP SERIES,
DISCOVERY SERIES, GROWTH SERIES, HIGH YIELD SERIES, INTERNATIONAL SECURITIES
SERIES, INVESTMENT GRADE SERIES and UTILITIES INCOME SERIES was 82%, 53%, 40%,
50%, 36%, 15% and 31%, respectively.  See the Prospectus for the portfolio
turnover rate for the GOVERNMENT SERIES and the expected portfolio turnover rate
for TARGET MATURITY 2007 SERIES.  
 
          REPURCHASE AGREEMENTS.  Each Series may enter into repurchase
          ---------------------                                        
agreements with 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.  GOVERNMENT SERIES may enter into
repurchase agreements only where the debt instrument subject to the repurchase
agreement is a U.S. Government 

                                       4
<PAGE>
 
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 Series 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 Series 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 Series in
each agreement, and the Series 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 Series 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 Series may be delayed or
limited.  Each Series, other than CASH MANAGEMENT SERIES, may not enter into a
repurchase agreement with more than seven days to maturity if, as a result more
than 15% of the market value of its net assets would be invested in such
repurchase agreements, together with any other illiquid investments. CASH
MANAGEMENT SERIES may not enter into a repurchase agreement with more than seven
days to maturity if, as a result more than 10% of the market value of its net
assets would be invested in such repurchase agreements, together with any other
illiquid securities.

          RESTRICTED AND ILLIQUID SECURITIES.  No Series, other than CASH
          ----------------------------------                             
MANAGEMENT SERIES, 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.  CASH
MANAGEMENT SERIES may invest up to 10% of its net assets in illiquid securities.
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 the Fund's
Board of Trustees or the Adviser or 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 each Series', other than CASH MANAGEMENT SERIES, 15%
limitation on illiquid securities.  Where registration is required, the Series
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 the Series may be permitted to sell a security under an effective
registration statement.  If, during such a period, adverse market conditions
were to develop, the Series 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.

                                       5
<PAGE>
 
          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 Series, however, could affect adversely the marketability
of such portfolio securities and the Series might be unable to dispose of such
securities promptly or at reasonable prices.

          SEPARATED OR DIVIDED U.S. TREASURY SECURITIES.  GOVERNMENT SERIES 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 Series 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 Series pays
for the instrument when it purchases the instrument at a discount under what the
instrument entitles the Series to receive when the instrument matures.  The
amount of the discount the Series 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 Series 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 Series
shareholder over the life of the security.

          WARRANTS.  INTERNATIONAL SECURITIES SERIES may purchase warrants,
          --------                                                         
which are instruments that permit the Series 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 Series may invest up to 15% of its total assets in
warrants.
 
          WHEN-ISSUED SECURITIES.  GROWTH SERIES, HIGH YIELD SERIES,
          ----------------------                                    
INTERNATIONAL SECURITIES SERIES, INVESTMENT GRADE SERIES, TARGET MATURITY 2007
SERIES and UTILITIES INCOME SERIES may each invest up to 5% of their net assets
in securities issued on a when-issued or delayed delivery basis.  A Series
generally would not pay for such securities or start earning interest on them
until they are issued or received.  However, when a Series 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 Series on a
when-issued basis may result in such Series incurring a loss or missing an
opportunity to make an alternative investment.  When a Series 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 Series' 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 Series' commitment, the Series will be
required to deposit additional cash or qualified securities into the account
until equal to the value of the Series' commitment. When the securities to be
purchased are issued, the Series 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
Series is committed to purchase.  Sale of securities in the segregated account
or other securities owned by a Series and when-issued securities may cause the
realization of a capital gain or loss. 

                                       6
<PAGE>
 
                     HEDGING AND OPTION INCOME STRATEGIES

          The Subadviser may engage in certain options and futures strategies to
hedge INTERNATIONAL SECURITIES SERIES' portfolio and in other circumstances
permitted by the Commodities Futures Trading Commission ("CFTC") and may engage
in certain options strategies to enhance income.  The instruments described
below are sometimes referred to collectively as "Hedging Instruments."  Certain
special characteristics of and risks associated with using Hedging Instruments
are discussed below.  In addition to the non-fundamental investment guidelines
(described below) adopted by the Fund's Board of Trustees to govern the Series'
investments in Hedging Instruments, use of these instruments is subject to the
applicable regulations of the Securities and Exchange Commission ("SEC"), the
several options and futures exchanges upon which options and futures contracts
are traded, the CFTC and various state regulatory authorities.  In addition, the
Series' ability to use Hedging Instruments will be limited by tax
considerations.  See "Taxes."

          INTERNATIONAL SECURITIES SERIES may buy and sell put and call options
on stock indices, domestic or foreign securities and foreign currencies that are
traded on national securities exchanges or in the over-the-counter ("OTC")
market to enhance income or to hedge the Series' portfolio.  INTERNATIONAL
SECURITIES SERIES also may write put and covered call options to generate
additional income through the receipt of premiums, purchase put options in an
effort to protect the value of a security that it owns against a decline in
market value and purchase call options in an effort to protect against an
increase in the price of securities (or currencies) it intends to purchase.
INTERNATIONAL SECURITIES SERIES also may purchase put and call options to offset
previously written put and call options of the same series.  INTERNATIONAL
SECURITIES SERIES also may write put and call options to offset previously
purchased put and call options of the same series.  Other than to offset closing
transactions, INTERNATIONAL SECURITIES SERIES will write only covered call
options, including options on futures contracts.

          INTERNATIONAL SECURITIES SERIES may buy and sell financial futures
contracts and options thereon that are traded on a commodities exchange or board
of trade for hedging purposes.  These futures contracts and related options may
be on stock indices, financial indices, debt securities or foreign currencies.
INTERNATIONAL SECURITIES SERIES also may enter into forward currency contracts.

          Participation in the options or futures markets involves investment
risks and transaction costs to which INTERNATIONAL SECURITIES SERIES would not
be subject absent the use of these strategies.  If the Subadviser's prediction
of movements in the direction of the securities and interest rate markets are
inaccurate, the adverse consequences to the Series may leave the Series in a
worse position than if such strategies were not used.  The Series might not
employ any of the strategies described below, and there can be no assurance that
any strategy will succeed.  The use of these strategies involve certain special
risks, including (1) dependence on the Subadviser's ability to predict correctly
movements in the direction of interest rates and securities prices, (2)
imperfect correlation between the price of options, futures contracts and
options thereon and movements in the prices of the securities being hedged, (3)
the fact that skills needed to use these strategies are different from those
needed to select portfolio securities, (4) the possible absence of a liquid
secondary market for any particular instrument at any time, and (5) the possible
need to defer closing out certain hedged positions to avoid adverse tax
consequences.

          COVER FOR HEDGING AND OPTION INCOME STRATEGIES.  The Series will not
          ----------------------------------------------                      
use leverage in its hedging and option income strategies.  In the case of each
transaction entered into as a hedge, the Series will hold securities, currencies
or other options or futures positions whose values are expected to offset
("cover") its obligations hereunder.  The Series will not enter into a hedging
or option income strategy that exposes the Series to an obligation to another
party unless it owns either (1) an offsetting ("covered")

                                       7
<PAGE>
 
position in securities, currencies or other options or futures contracts or (2)
cash, receivables and short-term debt securities with a value sufficient at all
times to cover its potential obligations.  The Series will comply with
guidelines established by the SEC with respect to coverage of hedging and option
income strategies by mutual funds and, if required, will set aside cash and/or
liquid, high-grade debt securities in a segregated account with its custodian in
the prescribed amount.  Securities, currencies or other options or futures
positions used for cover and securities held in a segregated account cannot be
sold or closed out while the hedging or option income strategy is outstanding
unless they are replaced with similar assets. As a result, there is a
possibility that the use of cover or segregation involving a large percentage of
the Series' assets could impede portfolio management or the Series' ability to
meet redemption requests or other current obligations.

          OPTIONS STRATEGIES.  INTERNATIONAL SECURITIES SERIES may purchase call
          ------------------                                                    
options on securities that the Subadviser intends to include in the Series'
portfolio in order to fix the cost of a future purchase.  Call options also may
be used as a means of participating in an anticipated price increase of a
security.  In the event of a decline in the price of the underlying security,
use of this strategy would serve to limit the Series' potential loss on the
option strategy to the option premium paid; conversely, if the market price of
the underlying security increases above the exercise price and the Series either
sells or exercises the option, any profit eventually realized will be reduced by
the premium.  The Series may purchase put options in order to hedge against a
decline in the market value of securities held in its portfolio.  The put option
enables the Series to sell the underlying security at the predetermined exercise
price; thus the potential for loss to the Series below the exercise price is
limited to the option premium paid.  If the market price of the underlying
security is higher than the exercise price of the put option, any profit the
Series realizes on the sale of the security will be reduced by the premium paid
for the put option less any amount for which the put option may be sold.

          INTERNATIONAL SECURITIES SERIES may write covered call options on
securities to increase income in the form of premiums received from the
purchasers of the options.  Because it can be expected that a call option will
be exercised if the market value of the underlying security increases to a level
greater than the exercise price, the Series will write covered call options on
securities generally when the Subadviser believes that the premium received by
the Series, plus anticipated appreciation in the market price of the underlying
security up to the exercise price of the option, will be greater than the total
appreciation in the price of the security.  The strategy may be used to provide
limited protection against a decrease in the market price of the security in an
amount equal to the premium received for writing the call option less any
transaction costs.  Thus, if the market price of the underlying security held by
the Series declines, the amount of such decline will be offset wholly or in part
by the amount of the premium received by the Series.  If, however, there is an
increase in the market price of the underlying security and the option is
exercised, the Series will be obligated to sell the security at less than its
market value.  The Series gives up the ability to sell the portfolio securities
used to cover the call option while the call option is outstanding.  Such
securities may also be considered illiquid in the case of over-the-counter
("OTC") options written by the Series, to the extent described under "Restricted
and Illiquid Securities," above, and therefore subject to the Series' limitation
on investments in illiquid securities.  In addition, the Series could lose the
ability to participate in an increase in the value of such securities above the
exercise price of the call option because such an increase would likely be
offset by an increase in the cost of closing out the call option (or could be
negated if the buyer chose to exercise the call option at an exercise price
below the securities' current market value).

          INTERNATIONAL SECURITIES SERIES may purchase put and call options and
write covered call options on stock indices in much the same manner as the more
traditional equity and debt options discussed above, except that stock index
options may serve as a hedge against overall fluctuations in the securities
markets (or a market sector) rather than anticipated increases or decreases in
the value of a particular security.  A

                                       8
<PAGE>
 
stock index assigns relative values to the stock included in the index and
fluctuates with changes in such values.  Stock index options operate in the same
way as the more traditional equity options, except that settlements of stock
index options are effected with cash payments and do not involve delivery of
securities.  Thus, upon settlement of a stock index option, the purchaser will
realize, and the writer will pay, an amount based on the difference between the
exercise price and the closing price of the stock index. The effectiveness of
hedging techniques using stock index options will depend on the extent to which
price movements in the stock index selected correlate with price movements of
the securities in which the Series invests.

          INTERNATIONAL SECURITIES SERIES may write put options.  A put option
gives the purchaser of the option the right to sell, and the writer (seller) the
obligation to buy, the underlying security at the exercise price during the
option period.  So long as the obligation of the writer continues, the writer
may be assigned an exercise notice by the broker-dealer through which such
option was sold, requiring it to make payment of the exercise price against
delivery of the underlying security.  The operation of put options in other
respects, including their related risks and rewards, is substantially identical
to that of call options. The Series may write covered put options in
circumstances when the Subadviser believes that the market price of the
securities will not decline below the exercise price less the premiums received.
If the put option is not exercised, the Series will realize income in the amount
of the premium received.  This technique could be used to enhance current return
during periods of market uncertainty.  The risk in such a transaction would be
that the market price of the underlying security would decline below the
exercise price less the premiums received, in which case the Series would expect
to suffer a loss.

          Currently, many options on equity securities and options on currencies
are exchange-traded, whereas options on debt securities are primarily traded on
the OTC market.  Although many options on currencies are exchange-traded, the
majority of such options are traded on the OTC market.  Exchange-traded options
in the U.S. are issued by a clearing organization affiliated with the exchange
on which the option is listed which, in effect, guarantees completion of every
exchange-traded option transaction.  In contrast, OTC options are contracts
between the Series and the opposite party with no clearing organization
guarantee.  Thus, when the Series purchases an OTC option, it relies on the
dealer from which it has purchased the OTC option to make or take delivery of
the securities underlying the option. Failure by the dealer to do so would
result in the loss of the premium paid by the Series as well as the loss of the
expected benefit of the transaction.

          FOREIGN CURRENCY OPTIONS AND RELATED RISKS.  INTERNATIONAL SECURITIES
          ------------------------------------------                           
SERIES may take positions in options on foreign currencies in order to hedge
against the risk of foreign exchange rate fluctuations on foreign securities the
Series holds in its portfolio or intends to purchase.  For example, if the
Series enters into a contract to purchase securities denominated in a foreign
currency, it could effectively fix the maximum U.S. dollar cost of the
securities by purchasing call options on that foreign currency.  Similarly, if
the Series held securities denominated in a foreign currency, and anticipated a
decline in the value of that currency against the U.S. dollar, the Series could
hedge against such a decline by purchasing a put option on the currency
involved.  The Series' ability to establish and close out positions in such
options is subject to the maintenance of a liquid secondary market.  Although
the Series will not purchase or write such options unless and until, in the
Subadviser's opinion, the market for them has developed sufficiently to ensure
that the risks in connection with such options are not greater than the risks in
connection with the underlying currency, there can be no assurance that a liquid
secondary market will exist for a particular option at any specific time.  In
addition, options on foreign currencies are affected by all of those factors
that influence foreign exchange rates and investments generally.

          The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar.  As a result, the price of the
option position may vary with changes in the value of

                                       9
<PAGE>
 
either or both currencies and may have no relationship to the investment merits
of a foreign security. Because foreign currency transactions occurring in the
interbank market involve substantially larger amounts than those that may be
involved in the use of foreign currency options, investors may be disadvantaged
by having to deal in an odd lot market for the underlying foreign currencies at
prices that are less favorable than for round lots.

          There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis.  Quotation
information available is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
where rates may be less favorable.  The interbank market in foreign currencies
is a global, around-the-clock market.  To the extent that the U.S. options
markets are closed while the markets for the underlying currencies remain open,
significant price and rate movements may take place in the underlying markets
that cannot be reflected in the options markets until they reopen.

          OPTIONS GUIDELINES.  In view of the risks involved in using options,
          ------------------                                                  
the Fund's Board of Trustees has adopted non-fundamental investment guidelines
to govern the Series' use of options that may be modified by the Board without
shareholder vote:  (1) options will be purchased or written only when the
Subadviser believes that there exists a liquid secondary market in such options;
and (2) the Series may not purchase a put or call option if the value of the
option's premium, when aggregated with the premiums on all other options held by
the Series, exceeds 5% of the Series' total assets.

          SPECIAL CHARACTERISTICS AND RISKS OF OPTIONS TRADING.  INTERNATIONAL
          ----------------------------------------------------                
SECURITIES SERIES may effectively terminate its right or obligation under an
option by entering into a closing transaction.  If the Series wishes to
terminate its obligation to sell securities or currencies under a call option it
has written, the Series may purchase a call option of the same series (that is,
a call option identical in its terms to the call option previously written);
this is known as a closing purchase transaction.  Conversely, in order to
terminate its right to purchase or sell specified securities or currencies under
a call or put option it has purchased, the Series may write an option of the
same series, as the option held; this is known as a closing sale transaction.
Closing transactions essentially permit the Series to realize profits or limit
losses on its options positions prior to the exercise or expiration of the
option.  Whether a profit or loss is realized from a closing transaction depends
on the price movement of the underlying index, security or currency and the
market value of the option.

          The value of an option position will reflect, among other things, the
current market price of the underlying security, stock index or currency, the
time remaining until expiration, the relationship of the exercise price to the
market price, the historical price volatility of the underlying security, stock
index or currency and general market conditions.  For this reason, the
successful use of options depends upon the Subadviser's ability to forecast the
direction of price fluctuations in the underlying securities or currency markets
or, in the case of stock index options, fluctuations in the market sector
represented by the index selected.

          Options normally have expiration dates of up to nine months.  Unless
an option purchased by the Series is exercised or unless a closing transaction
is effected with respect to that position, a loss will be realized in the amount
of the premium paid and any transaction costs.

          A position in an exchange-listed option may be closed out only on an
exchange that provides a secondary market for identical options.  The ability to
establish and close out positions on the exchanges is subject to the maintenance
of a liquid secondary market.  Although the Series intends to purchase or write
only those exchange-traded options for which there appears to be a liquid
secondary market, there

                                       10
<PAGE>
 
is no assurance that a liquid secondary market will exist for any particular
option at any particular time. Closing transactions may be effected with respect
to options traded in the OTC markets (currently the primary markets for options
on debt securities) only by negotiating directly with the other party to the
option contract or in a secondary market for the option if such market exists.
Although the Series will enter into OTC options only with dealers that agree to
enter into, and that are expected to be capable of entering into, closing
transactions with the Series, there is no assurance that the Series will be able
to liquidate an OTC option at a favorable price at any time prior to expiration.
In the event of insolvency of the opposite party, the Series may be unable to
liquidate an OTC option.  Accordingly, it may not be possible to effect closing
transactions with respect to certain options, with the result that the Series
would have to exercise those options that it has purchased in order to realize
any profit.  With respect to options written by the Series, the inability to
enter into a closing transaction may result in material losses to the Series.
For example, because the Series must maintain a covered position with respect to
any call option it writes, the Series may not sell the underlying assets used to
cover an option during the period it is obligated under the option.  This
requirement may impair the Series' ability to sell a portfolio security or make
an investment at a time when such a sale or investment might be advantageous.

          Stock index options are settled exclusively in cash.  If the Series
purchases an option on a stock index, the option is settled based on the closing
value of the index on the exercise date.  Thus, a holder of a stock index option
who exercises it before the closing index value for that day is available runs
the risk that the level of the underlying index may subsequently change.  For
example, in the case of a call option, if such a change causes the closing index
value to fall below the exercise price of the option on the index, the
exercising holder will be required to pay the difference between the closing
index value and the exercise price of the option.

          The Series' activities in the options markets may result in a higher
portfolio turnover rate and additional brokerage costs; however, the Series also
may save on commissions by using options as a hedge rather than buying or
selling individual securities in anticipation or as a result of market
movements.

          FUTURES STRATEGIES.  INTERNATIONAL SECURITIES SERIES may engage in
          ------------------                                                
futures strategies to attempt to reduce the overall investment risk that would
normally be expected to be associated with ownership of the securities in which
it invests.  The Series may sell foreign currency futures contracts to hedge
against possible variations in the exchange rate of the foreign currency in
relation to the U.S. dollar.  In addition, the Series may sell foreign currency
futures contracts when the Subadviser anticipates a general weakening of foreign
currency exchange rates that could adversely affect the market value of the
Series' foreign securities holdings.  In this case, the sale of futures
contracts on the underlying currency may reduce the risk to the Series of a
reduction in market value caused by foreign currency variations and, by so
doing, provide an alternative to the liquidation of securities positions and
resulting transaction costs.  When the Subadviser anticipates a significant
foreign exchange rate increase while intending to invest in a security
denominated in that currency, the Series may purchase a foreign currency futures
contract to hedge against that increase pending completion of the anticipated
transaction.  Such a purchase would serve as a temporary measure to protect the
Series against any rise in the foreign exchange rate that may add additional
costs to acquiring the foreign security position.  The Series also may purchase
call or put options on foreign currency futures contracts to obtain a fixed
foreign exchange rate at limited risk.  The Series may purchase a call option on
a foreign currency futures contract to hedge against a rise in the foreign
exchange rate while intending to invest in a security denominated in that
currency.  The Series may purchase put options or write call options on foreign
currency futures contracts as a partial hedge against a decline in the foreign
exchange rates or the value of its foreign portfolio securities.

          INTERNATIONAL SECURITIES SERIES may sell stock index futures contracts
in anticipation of a general market or market sector decline that could
adversely affect the market value of the Series' portfolio.  To

                                       11
<PAGE>
 
the extent that a portion of the Series' portfolio correlates with a given stock
index, the sale of futures contracts on that index could reduce the risks
associated with a market decline and thus provide an alternative to the
liquidation of securities positions.  The Series may purchase a stock index
futures contract if a significant market or market sector advance is
anticipated.  Such a purchase would serve as a temporary substitute for the
purchase of individual stocks, which stocks may then be purchased in an orderly
fashion.  This strategy may minimize the effect of all or part of an increase in
the market price of securities that the Series intends to purchase.  A rise in
the price of the securities should be partially or wholly offset by gains in the
futures position.

          INTERNATIONAL SECURITIES SERIES may purchase a call option on a stock
index future to hedge against a market advance in equity securities that the
Series plans to purchase at a future date.  The Series may write covered call
options on stock index futures as a partial hedge against a decline in the
prices of stocks held in the Series' portfolio.  The Series also may purchase
put options on stock index futures contracts.

          INTERNATIONAL SECURITIES SERIES may use interest rate futures
contracts and options thereon to hedge the debt portion of its portfolio against
changes in the general level of interest rates.  The Series may purchase an
interest rate futures contract when it intends to purchase debt securities but
has not yet done so.  This strategy may minimize the effect of all or part of an
increase in the market price of those securities because a rise in the price of
the securities prior to their purchase may either be offset by an increase in
the value of the futures contract purchased by the Series or avoided by taking
delivery of the debt securities under the futures contract.  Conversely, a fall
in the market price of the underlying debt securities may result in a
corresponding decrease in the value of the futures position.  The Series may
sell an interest rate futures contract in order to continue to receive the
income from a debt security, while endeavoring to avoid part or all of the
decline in the market value of that security that would accompany an increase in
interest rates.

          INTERNATIONAL SECURITIES SERIES may purchase a call option on an
interest rate futures contract to hedge against a market advance in debt
securities that the Series plans to acquire at a future date.  The Series also
may write covered call options on interest rate futures contracts as a partial
hedge against a decline in the price of debt securities held in the Series'
portfolio or purchase put options on interest rate futures contracts in order to
hedge against a decline in the value of debt securities held in the Series'
portfolio.

          SPECIAL RISKS RELATED TO FOREIGN CURRENCY FUTURES CONTRACTS AND
          ---------------------------------------------------------------
RELATED OPTIONS.  Buyers and sellers of foreign currency futures contracts are
- ---------------                                                               
subject to the same risks that apply to the use of futures generally.  In
addition, there are risks associated with foreign currency futures contracts and
their use as a hedging device similar to those associated with options on
foreign currencies described above. Further, settlement of a foreign currency
futures contract must occur within the country issuing the underlying currency.
Thus, INTERNATIONAL SECURITIES SERIES must accept or make delivery of the
underlying foreign currency in accordance with any U.S. or foreign restrictions
or regulations regarding the maintenance of foreign banking arrangements by U.S.
residents and may be required to pay any fees, taxes or charges associated with
such delivery that are assessed in the issuing country.

          Options on foreign currency futures contracts may involve certain
additional risks.  Trading of such options is relatively new.  The ability to
establish and close out positions on such options is subject to the maintenance
of a liquid secondary market.  To reduce this risk, INTERNATIONAL SECURITIES
SERIES will not purchase or write options on foreign currency futures contracts
unless and until, in the Subadviser's opinion, the market for such options has
developed sufficiently that the risks in connection with such options are not
greater than the risks in connection with transactions in the underlying futures
contracts.

                                       12
<PAGE>
 
Compared to the purchase or sale of foreign currency futures contracts, the
purchase of call or put options thereon involves less potential risk to
INTERNATIONAL SECURITIES SERIES because the maximum amount at risk is the
premium paid for the options (plus transaction costs).  However, there may be
circumstances when the purchase of a call or put option on a foreign currency
futures contract would result in a loss, such as when there is no movement in
the price of the underlying currency or futures contract.

          FUTURES GUIDELINES.  In view of the risks involved in using futures
          ------------------                                                 
strategies described below, the Fund's Board of Trustees has adopted non-
fundamental investment guidelines to govern the Fund's use of such investments
that may be modified by the Board without shareholder vote.  Foreign currency
options traded on a commodities exchange are included and governed by these
guidelines.  The Series will not purchase or sell futures contracts or related
options if, immediately thereafter, the sum of the amount of initial margin
deposits on the Series' existing futures positions and margin and premiums paid
for related options would exceed 5% of the market value of the Series' total
assets.  The value of all futures sold will not exceed the total market value of
the Series' portfolio.

          SPECIAL CHARACTERISTICS AND RISKS OF FUTURES TRADING.  No price is
          ----------------------------------------------------              
paid upon entering into futures contracts.  Instead, upon entering into a
futures contract, INTERNATIONAL SECURITIES SERIES is required to deposit with
its custodian in a segregated account in the name of the futures broker through
which the transaction is effected an amount of cash, U.S. Government securities
or other liquid, high-grade debt instruments generally equal to 3%-5% or less of
the contract value.  This amount is known as "initial margin."  When writing a
call or put option on a futures contract, margin also must be deposited in
accordance with applicable exchange rules.  Initial margin on futures contracts
is in the nature of a performance bond or good-faith deposit that is returned to
the Series upon termination of the transaction, assuming all obligations have
been satisfied.  Under certain circumstances, such as periods of high
volatility, the Series may be required by an exchange to increase the level of
its initial margin payment. Additionally, initial margin requirements may be
increased generally in the future by regulatory action. Subsequent payments,
called "variation margin," to and from the broker, are made on a daily basis as
the value of the futures position varies, a process known as "marking to
market."  Variation margin does not involve borrowing to finance the futures
transactions, but rather represents a daily settlement of the Series' obligation
to or from a clearing organization.

          Holders and writers of futures positions and options thereon can enter
into offsetting closing transactions, similar to closing transactions on options
on securities, by selling or purchasing, respectively, a futures position or
options position with the same terms as the position or option held or written.
Positions in futures contracts and options thereon may be closed only on an
exchange or board of trade providing a secondary market for such futures or
options.

          Under certain circumstances, futures exchanges may establish daily
limits on the amount that the price of a futures contract or related option may
vary either up or down from the previous day's settlement price.  Once the daily
limit has been reached in a particular contract, no trades may be made that day
at a price beyond that limit.  The daily limit governs only price movements
during a particular trading day and therefore does not limit potential losses
because prices could move to the daily limit for several consecutive trading
days with little or no trading and thereby prevent prompt liquidation of
unfavorable positions.  In such event, it may not be possible for the Series to
close a position and, in the event of adverse price movements the Series would
have to make daily cash payments of variation margin (except in the case of
purchased options).  However, in the event futures contracts have been used to
hedge portfolio securities, such securities will not be sold until the contracts
can be terminated.  In such circumstances, an increase in the price of the
securities, if any, may partially or completely offset losses on the futures
contract.  However, there is no guarantee that the price of the securities will,
in fact, correlate with the price movements in the contracts and thus provide an
offset to losses on the contracts.

                                       13
<PAGE>
 
          Successful use by INTERNATIONAL SECURITIES SERIES of futures contracts
and related options will depend upon the Subadviser's ability to predict
movements in the direction of the overall securities, currency and interest rate
markets, which requires different skills and techniques than predicting changes
in the prices of individual securities.  Moreover, futures contracts relate not
to the current price level of the underlying instrument but to the anticipated
levels at some point in the future.  There is, in addition, the risk that the
movements in the price of the futures contract or related option will not
correlate with the movements in prices of the securities or currencies being
hedged.  In addition, if the Series has insufficient cash, it may have to sell
assets from its portfolio to meet daily variation margin requirements. Any such
sale of assets may or may not be made at prices that reflect the rising market.
Consequently, the Series may need to sell assets at a time when such sales are
disadvantageous to the Series.  If the price of the futures contract or related
option moves more than the price of the underlying securities or currencies, the
Series will experience either a loss or a gain on the futures contract or
related option that may or may not be completely offset by movements in the
price of the securities or currencies that are the subject of the hedge.

          In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between price movements in the futures or
related option position and the securities or currencies being hedged, movements
in the prices of futures contracts and related options may not correlate
perfectly with movements in the prices of the hedged securities or currencies
because of price distortions in the futures market.  As a result, a correct
forecast of general market trends may not result in successful hedging through
the use of futures contracts and related options over the short term.

          Positions in futures contracts and related options may be closed out
only on an exchange or board of trade that provides a secondary market for such
futures contracts or related options.  Although the Series intends to purchase
or sell futures contracts and related options only on exchanges or boards of
trade where there appears to be a liquid secondary market, there is no assurance
that such a market will exist for any particular contract or option at any
particular time.  In such event, it may not be possible to close a futures or
option position and, in the event of adverse price movements, the Series would
continue to be required to make variation margin payments.

          Like options on securities and currencies, options on futures
contracts have a limited life.  The ability to establish and close out options
on futures will be subject to the development and maintenance of liquid
secondary markets on the relevant exchanges or boards of trade.  There can be no
certainty that liquid secondary markets for all options on futures contracts
will develop.

          Purchasers of options on futures contracts pay a premium in cash at
the time of purchase.  This amount and the transaction costs are all that is at
risk.  Sellers of options on a futures contract, however, must post initial
margin and are subject to additional margin calls that could be substantial in
the event of adverse price movements.  In addition, although the maximum amount
at risk when the Series purchases an option is the premium paid for the option
and the transaction costs, there may be circumstances when the purchase of an
option on a futures contract would result in a loss to the Series when the use
of a futures contract would not, such as when there is no movement in the level
of the underlying stock index or the value of the securities or currencies being
hedged.

          The Series' activities in the futures and related options markets may
result in a higher portfolio turnover rate and additional transaction costs in
the form of added brokerage commissions; however, the Series also may save on
commissions by using futures and related options as a hedge rather than buying
or selling individual securities or currencies in anticipation or as a result of
market movements.

                                       14
<PAGE>
 
          FORWARD CURRENCY CONTRACTS.  INTERNATIONAL SECURITIES SERIES may use
          --------------------------                                          
forward currency contracts to protect against uncertainty in the level of future
exchange rates.  The Series will not speculate with forward currency contracts
or foreign currency exchange rates.

          INTERNATIONAL SECURITIES SERIES may enter into forward currency
contracts with respect to specific transactions.  For example, when the Series
enters into a contract for the purchase or sale of a security denominated in a
foreign currency, or when the Series anticipates the receipt in a foreign
currency of dividend or interest payments on a security that it holds, the
Series may desire to "lock-in" the U.S. dollar price of the security or the U.S.
dollar equivalent of such payment, as the case may be, by entering into a
forward contract for the purchase or sale, for a fixed amount of U.S. dollars or
foreign currency, of the amount of foreign currency involved in the underlying
transaction.  The Series will thereby be able to protect itself against a
possible loss resulting from an adverse change in the relationship between the
currency exchange rates during the period between the date on which the security
is purchased or sold, or on which the payment is declared, and the date of which
such payments are made or received.

          INTERNATIONAL SECURITIES SERIES also may use forward currency
contracts in connection with portfolio positions to lock in the U.S. dollar
value of those positions, to increase the Series' exposure to foreign currencies
that its Subadviser believes may rise in value relative to the U.S. dollar or to
shift the Series' exposure to foreign currency fluctuations from one country to
another.  This investment practice generally is referred to as "cross-hedging"
when another foreign currency is used.

          The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible because the future value
of such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures.  Accordingly, it may be necessary for
the Series to purchase additional foreign currency on the spot (i.e., cash)
                                                                ----       
market and bear the expense of such purchase if the market value of the security
is less than the amount of foreign currency the Series is obligated to deliver
and if a decision is made to sell the security and make delivery of the foreign
currency.  Conversely, it may be necessary to sell on the spot market some of
the foreign currency received upon the sale of the portfolio security if its
market value exceeds the amount of foreign currency the Series is obligated to
deliver.  The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain.  Forward contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing the Series to sustain losses
on these contracts and transactions costs.  The Series may enter into formal
contracts or maintain a net exposure to such contracts only if the Series
maintains cash, U.S. Government securities or liquid, high-grade debt securities
in a segregated account in an amount not less than the value of the Series'
total assets committed to the consummation of the contract, as marked to market
daily.

          At or before the maturity date of a forward contract requiring
INTERNATIONAL SECURITIES SERIES to sell a currency, the Series may either sell a
portfolio security and use the sale proceeds to make delivery of the currency or
retain the security and offset its contractual obligation to deliver the
currency by purchasing a second contract pursuant to which the Series will
obtain, on the same maturity date, the same amount of the currency that it is
obligated to deliver.  Similarly, the Series may close out a forward contract
requiring it to purchase a specified currency by entering into a second contract
entitling it to sell the same amount of the same currency on the maturity date
of the first contract.  The Series would realize a gain or loss as a result of
entering into an offsetting forward currency contract under either circumstance
to the extent the exchange rate or rates between the currencies involved moved
between the execution dates of the first contract and the offsetting contract.
There can be no assurance that new forward contracts or offsets always will be
available for the Series.  Forward currency contracts also involve a risk that
the other party to the contract may fail to deliver currency when due, which
could result in substantial

                                       15
<PAGE>
 
losses to the Series.  The cost to the Series of engaging in forward currency
contracts varies with factors such as the currencies involved, the length of the
contract period and the market conditions then prevailing.  Because forward
currency contracts are usually entered into on a principal basis, no fees or
commissions are involved.


                            INVESTMENT RESTRICTIONS

          The Fund has adopted the investment restrictions set forth below,
which cannot be changed without the approval of a vote of a majority of the
outstanding shares of the Fund.  As provided in the Investment Company Act of
1940, as amended ("1940 Act"), a "vote of a majority of the outstanding shares
of the Fund" means the affirmative vote of the lesser of (i) more than 50% of
the outstanding shares of the Fund or (ii) 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.  The investment restrictions provide that each
Series of the 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 total 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; provided, however,
this limitation will not prohibit escrow, collateral or margin arrangements in
connection with the INTERNATIONAL SECURITIES SERIES' use of options, futures
contracts or options on futures contracts.

          (3) Make loans, except by purchase of debt obligations and through
repurchase agreements.  However, the Fund's Board of Trustees may, on the
request of broker-dealers or other unaffiliated 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 or Subadviser monitors the
creditworthiness of 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 than seven days to maturity, and other illiquid assets is
greater than an amount equal to 10% of the Fund's total assets; provided,
however, securities that have legal or contractual restrictions as to resale but
have a readily available market are not deemed illiquid for purposes of this
limitation.

          (4) Purchase, with respect to only 75% of the Fund's assets, the
securities of any issuer (other than the U.S. Government) 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; provided, however, that such
restrictions shall apply to 100% of the assets of the CASH MANAGEMENT SERIES; 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 securities on margin (but the Fund may obtain such
credits as may be necessary for the clearance of purchases and sales of
securities); provided, however, that INTERNATIONAL

                                       16
<PAGE>
 
SECURITIES SERIES may make margin deposits in connection with the use of
options, futures contracts and options on futures contracts.

          (6) Make short sales of securities.

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

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

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

          (10) Buy or sell real estate, commodities, or commodity contracts
(unless acquired as a result of ownership of securities) or interests in oil,
gas or mineral explorations; provided, however, the Fund may invest in
securities secured by real estate or interests in real estate, and INTERNATIONAL
SECURITIES SERIES 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.

          (11) 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.

     The following investment restrictions are not fundamental and can be
changed without prior shareholder approval:

     1.  The Fund will not invest in any securities of any issuer if, to the
knowledge of the Fund, any officer, director or trustee of the Fund or of the
Adviser owns more than 1/2 of 1% of the outstanding securities of such issuer,
and such officers, directors or trustees who own more than 1/2 of 1% own in the
aggregate more than 5% of the outstanding securities of such issuer.

     2.  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 Trustees, or the Fund's investment adviser acting pursuant to authority
delegated by the Trustees, 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.


                             TRUSTEES AND OFFICERS

     The following table lists the Trustees and executive officers of the Fund,
their 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.

                                       17
<PAGE>
 
GLENN O. HEAD*+, President and Trustee.  Chairman of the Board, Director and
Treasurer, Administrative Data Management Corp. ("ADM"); Chairman of the Board
and Director, FIMCO, Executive Investors Management Company, Inc. ("EIMCO"),
First Investors Corporation ("FIC"), Executive Investors Corporation ("EIC") and
First Investors Consolidated Corporation ("FICC").

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

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

KATHRYN S. HEAD*+, Trustee, 10 Woodbridge Center Drive, Woodbridge, NJ  07095.
President, FICC and FIMCO; Vice President, Chief Financial Officer and Director,
FIC and EIC;  President and Director, First Financial Savings Bank, S.L.A.;
Chief Financial Officer, ADM.

F. WILLIAM ORTMAN, JR., Trustee, 50 B Cambridge Circle, Lakehurst, NJ  08723.
Retired; formerly Management Consultant.

REX R. REED, Trustee, 76 Keats Way, Morristown, NJ  07960. Retired; formerly
Senior Vice President, American Telephone & Telegraph Company.

HERBERT RUBINSTEIN, Trustee, 145 Elm Drive, Roslyn, NY  11576. Retired; formerly
President, Belvac International Industries, Ltd.; President, Central Dental
Supply.

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

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

JOSEPH I. BENEDEK, Treasurer, 10 Woodbridge Center Drive, Woodbridge, NJ  07095.
Treasurer, FIC, FIMCO, EIMCO and EIC.

CONCETTA DURSO, Vice President and Secretary.  Vice President, FIMCO, EIMCO and
ADM; Assistant Vice President and Assistant Secretary, FIC.

CAROL LERNER BROWN, Assistant Secretary.  Secretary, FIMCO, EIMCO, FIC, EIC and
ADM.

- -------------------------------
*  These Trustees 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 Trustees hold identical or similar positions with
Executive Investors Trust, First Investors Cash Management Fund, Inc., First
Investors Global Fund, Inc., First Investors Government Fund, Inc., First
Investors Insured Tax Exempt Fund, Inc., First Investors High Yield Fund, Inc.,
First Investors Fund For Income, Inc., First Investors Series Fund, First
Investors Multi-State Insured Tax Free Fund, First Investors New York Insured
Tax Free Fund, Inc., First Investors Series Fund II, Inc., First Investors
Special Bond Fund, Inc., First Investors Tax-Exempt Money Market Fund, Inc. and
First Investors U.S. Government Plus Fund.  Mr. Head is also an officer and/or
Director of First Investors Asset Management Company, Inc., First Investors
Credit Funding Corporation, First Investors Leverage

                                       18
<PAGE>
 
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 and School
Financial Management Services, Inc.

     Compensation to officers and interested Trustees of the Fund is paid by the
Adviser and not by the Fund.  In addition, compensation to non-interested
Trustees of the Fund is currently voluntarily paid by the Adviser.


                                  MANAGEMENT

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

     Pursuant to the Advisory Agreement, FIMCO shall supervise and manage each
Series' investments, determine each Series' portfolio transactions and supervise
all aspects of each Series' operations, subject to review by the Trustees.  The
Advisory Agreement also provides that FIMCO shall provide the Fund and each
Series with certain executive, administrative and clerical personnel, office
facilities and supplies, conduct the business and details of the operation of
the Fund and each Series and assume certain expenses thereof, other than
obligations or liabilities of the Series.  The Advisory Agreement may be
terminated at any time without penalty by the Trustees or by a majority of the
outstanding voting securities of the applicable Series, 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).  The
Advisory Agreement also provides that it will continue in effect, with respect
to a Series, for a period of over two years only if such continuance is approved
annually either by the Trustees or by a majority of the outstanding voting
securities of that Series, and, in either case, by a vote of a majority of the
Independent Trustees voting in person at a meeting called for the purpose of
voting on such approval.

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

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

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

The SEC staff takes the position that fees of 0.75% or greater are higher than
those paid by most investment companies.
 
     The Adviser has an Investment Committee composed of George V. Ganter,
Margaret Haggerty, Glenn O. Head, Nancy W. Jones, Patricia D. Poitra, Ronald
Rolleri, Clark D. Wagner and John Tomasulo. 

                                       19
<PAGE>
 
The Committee usually meets weekly to discuss the composition of the portfolio
of each Series and to review additions to and deletions from the portfolios.
  
     For the fiscal year ended December 31, 1992, BLUE CHIP SERIES' advisory
fees were $125,405, net of a waiver of $12,612; CASH MANAGEMENT SERIES' advisory
fees were $48,818, net of a waiver of $15,708; DISCOVERY SERIES' advisory fees
were $44,528, net of a waiver of $10,204; GROWTH SERIES' advisory fees were
$35,843, net of a waiver of $51,341; HIGH YIELD SERIES' advisory fees were
$176,602, net of a waiver of $12,251; and INTERNATIONAL SECURITIES SERIES'
advisory fees were $42,380, net of a waiver of $37,083.  For the period January
7, 1992 (commencement of operations) through December 31, 1992, GOVERNMENT
SERIES' advisory fees were $900, net of a waiver of $19,140 and INVESTMENT GRADE
SERIES' advisory fees were $5,595, net of a waiver of $12,379.

     For the fiscal year ended December 31, 1993, BLUE CHIP SERIES' advisory
fees were $214,369, CASH MANAGEMENT SERIES' advisory fees were $19,805, net of a
waiver of $29,519, DISCOVERY SERIES' advisory fees were $114,996, GOVERNMENT
SERIES' advisory fees were $24,232, net of a waiver of $27,694, GROWTH SERIES'
advisory fees were $154,256, HIGH YIELD SERIES' advisory fees were $205,249,
INTERNATIONAL SECURITIES SERIES' advisory fees were $112,984 and INVESTMENT
GRADE SERIES' advisory fees were $25,954, net of a waiver of $29,662.  For the
period November 15, 1993 (commencement of operations) through December 31, 1993,
UTILITIES INCOME SERIES' advisory fees in the amounts of $600 and $2,046,
respectively, were waived.
 
     For the fiscal year ended December 31, 1994, BLUE CHIP SERIES' advisory
fees were $286,413, CASH MANAGEMENT SERIES' advisory fees were $12,024, net of a
waiver of $17,258, DISCOVERY SERIES' advisory fees were $194,546, GOVERNMENT
SERIES' advisory fees were $27,509, net of a waiver of $31,440, GROWTH SERIES'
advisory fees were $218, 813, HIGH YIELD SERIES' advisory fees were $236,209,
INTERNATIONAL SECURITIES SERIES' advisory fees were $202,739, INVESTMENT GRADE
SERIES' advisory fees were $38,655, net of a waiver of $44,177 and UTILITIES
INCOME SERIES' advisory fees were $4,772, net of a waiver of $16,163. 

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

     The Subadvisory Agreement provides that it will continue, with respect to a
Series, for a period of more than two years from the date of execution only so
long as such continuance is approved annually by either the Board of Trustees or
a majority of the outstanding voting securities of that Series and, in either
case, by a vote of a majority of the Independent Trustees voting in person at a
meeting called for the purpose of voting on such approval.  The Subadvisory
Agreement provides that it will terminate automatically, with respect to a
Series, if assigned or upon the termination of the Advisory Agreement, and that
it may be terminated without penalty by the Board of Trustees or a vote of a
majority of the outstanding voting securities of that Series, upon not more than
60 days' written notice, or by the Adviser or Subadviser on not more 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 Series or the
Adviser 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 duty.

                                       20
<PAGE>
 
     Under the Subadvisory Agreement, the Adviser will pay to the Subadviser a
fee at an annual rate of 0.400% of the average daily net assets of each Series
up to and including $50 million; 0.275% of 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 is
calculated separately for each of the Series.
 
     For the fiscal year ended December 31, 1992, the Subadviser received
$30,188 for its services with respect to the INTERNATIONAL SECURITIES SERIES and
$46,484 for its services with respect to the GROWTH SERIES.  For the fiscal year
ended December 31, 1993, the Subadviser received $60,245 for its services with
respect to the INTERNATIONAL SECURITIES SERIES and $82,270 for its services with
respect to the GROWTH SERIES.  For the fiscal year ended December 31, 1994, the
Subadviser received $108,127 for its services with respect to the INTERNATIONAL
SECURITIES SERIES and $116,700 for its services with respect to the GROWTH
SERIES.  


                       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 OTC
market (including securities listed on exchanges whose primary market is
believed to be OTC) is valued at the mean between the closing bid and asked
prices based upon quotes furnished by a market maker for such securities.  The
U.S. Government securities in which the Series invest are traded primarily in
the OTC markets.  In the absence of market quotations, a Series 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
Board of Trustees has determined that a Series may use an outside 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.  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 Trustees 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 the Board of Trustees of the Fund.

     "When-issued securities" are reflected in the assets of a Series 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, quotations of foreign
securities in foreign currencies are converted into U.S. dollar equivalents
using the foreign exchange equivalents in effect.  The investments in CASH
MANAGEMENT SERIES when purchased at a discount, are valued at amortized cost and
when purchased at face value, are valued at cost plus accrued interest.

     The Fund's Board of Trustees may suspend the determination of a Series' net
asset value 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 in respect to the U.S. market,
exists as a result of which disposal by a Series of securities owned by it is
not reasonably practicable for the Series fairly to determine the value of its
net assets, or (3) for such other period as the SEC has by order permitted such
suspension.

                                       21
<PAGE>
 
                       ALLOCATION OF PORTFOLIO BROKERAGE
 
     Purchases and sales of portfolio securities by TARGET MATURITY 2007 SERIES,
INVESTMENT GRADE SERIES, GOVERNMENT SERIES and HIGH YIELD SERIES 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 the Series 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.  Certain
money market instruments may be purchased directly from an issuer, in which no
commissions or discounts are paid.  Fixed income securities are generally
purchased on a "net" basis with dealers acting as principal for their own
accounts without a stated commission, although the price of the security usually
includes a profit to the dealer. 

     The Series 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.  The Series also may purchase listed securities through the "third
market."  When transactions are executed in the OTC market, the Series seek to
deal with the primary market makers, but when advantageous they utilize the
services of brokers.

     In effecting portfolio transactions, the Adviser or, for GROWTH SERIES and
INTERNATIONAL SECURITIES SERIES, their 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 Series or the Adviser or, for
GROWTH SERIES and INTERNATIONAL SECURITIES SERIES, their 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, statistical or factual information or opinions pertaining to
investments.  The Adviser or, for GROWTH SERIES and INTERNATIONAL SECURITIES
SERIES, their 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 or, for GROWTH SERIES
and INTERNATIONAL SECURITIES SERIES, their Subadviser, in connection with a
Series.  No portfolio orders are placed with an affiliated broker, nor does any
affiliated broker participate in these commissions.

     The Adviser or, for GROWTH SERIES and INTERNATIONAL SECURITIES SERIES,
their Subadviser, may combine transaction orders placed on behalf of any of the
Series, any other fund in the First Investors Group of Funds, and any series of
Executive Investors Trust and First Investors Life, 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 Series according to the proportion that the size
of the transaction order actually placed by a Series bears to the aggregate size
of the transaction orders simultaneously made by other participants in the
transaction.

     For the fiscal year ended December 31, 1992, INTERNATIONAL SECURITIES
SERIES paid $31,403 in brokerage commissions.  For the fiscal year ended
December 31, 1992, BLUE CHIP SERIES paid $48,072 in brokerage commissions.  Of
that amount, $1,125 was paid in brokerage commissions to brokers who furnished
research services on portfolio transactions in the amount of $511,787.  For the
fiscal year ended December 31, 1992, DISCOVERY SERIES paid $21,498 in brokerage
commissions.  Of that amount, $19,250 was paid in brokerage commissions to
brokers who furnished research services on portfolio transactions in the amount
of $4,749,709.  For the fiscal year ended December 31, 1992, GROWTH SERIES paid
$15,436 in brokerage commissions.  Of that amount, $512 was paid in brokerage
commissions to brokers who

                                       22
<PAGE>
 
furnished research services on portfolio transactions in the amount of $489,693.
For the same periods, all other Series of the Fund did not pay brokerage
commissions.

     Brokerage commissions for the fiscal year ended December 31, 1993 are as
follows:  BLUE CHIP SERIES paid $43,811 in brokerage commissions.  Of that
amount, $l,040 was paid in brokerage commissions to brokers who furnished
research services on portfolio transactions in the amount of $659,709.
INTERNATIONAL SECURITIES SERIES paid $40,600 in brokerage commissions.  Of that
amount, $354 was paid in brokerage commissions to brokers who furnished research
services on portfolio transactions in the amount of $158,358.  DISCOVERY SERIES
paid $21,875 in brokerage commissions.  Of that amount, $8,062 was paid in
brokerage commissions to brokers who furnished research services on portfolio
transactions in the amount of $2,203,374.  GROWTH SERIES paid $27,301 in
brokerage commissions.  Of that amount, $11,318 was paid in brokerage
commissions to brokers who furnished research services on portfolio transactions
in the amount of $7,444,277.  HIGH YIELD SERIES paid brokerage commissions of
$268.  Of that amount, $176 was paid in brokerage commissions to brokers who
furnished research services on portfolio transactions in the amount of $42,600.
For the same period, all other Series of the Fund did not pay brokerage
commissions.  For the period November 15 through December 31, 1993, UTILITIES
INCOME SERIES paid $1,284.
 
     Brokerage commissions for the fiscal year ended December 31, 1994 are as
follows:  BLUE CHIP SERIES, INTERNATIONAL SECURITIES SERIES, DISCOVERY SERIES
and UTILITIES INCOME SERIES paid $96,570, $69,494, $34,423 and $14,811,
respectively, in brokerage commissions.  GROWTH SERIES paid $37,740 in brokerage
commissions.  Of that amount $7,571 was paid in brokerage commissions to brokers
who furnished research services on portfolio transactions in the amount of
$4,437,997.  HIGH YIELD SERIES paid $586 in brokerage commissions, all of which
was paid to brokers who furnished research services on portfolio transactions in
the amount of $16,600.  For the same period, all other Series of the Fund did
not pay brokerage commissions. 


                                     TAXES

     In order to qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended ("Code"), a Series -- each
Series being treated as a separate entity for these purposes -- 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 INTERNATIONAL SECURITIES SERIES, HIGH YIELD SERIES and
DISCOVERY SERIES, net gains from certain foreign currency transactions)
("Distribution Requirement") and must meet several additional requirements. For
each Series these requirements include the following:  (1) the Series 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 INTERNATIONAL SECURITIES SERIES, HIGH
YIELD SERIES and DISCOVERY SERIES, foreign currencies, or other income
(including, for INTERNATIONAL SECURITIES SERIES, gains from options, futures or
forward contracts) derived with respect to its business of investing in
securities or, for INTERNATIONAL SECURITIES SERIES, HIGH YIELD SERIES and
DISCOVERY SERIES, those currencies ("Income Requirement"); (2) the Series must
derive less than 30% of its gross income each taxable year from the sale or
other disposition of securities, or any of the following, that were held for
less than three months -- options, futures or forward contracts (other than
those on foreign currencies), or, for INTERNATIONAL SECURITIES SERIES, HIGH
YIELD SERIES and DISCOVERY SERIES, foreign currencies (or options, futures or
forward contracts thereon) that are not directly related to the Fund's principal
business of investing in securities (or, for INTERNATIONAL SECURITIES SERIES,
options and futures with respect thereto) ("Short-Short Limitation"); (3) at the
close of each quarter of the Series' 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

                                       23
<PAGE>
 
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 interest received by INTERNATIONAL SECURITIES SERIES, HIGH
YIELD SERIES and DISCOVERY SERIES 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.

     INTERNATIONAL SECURITIES SERIES and DISCOVERY SERIES each 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, such a Series that holds stock of a PFIC 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 Series distributes the PFIC income as a
taxable dividend to its shareholders.  The balance of the PFIC income will be
included in the Series' investment company taxable income and, accordingly, will
not be taxable to it to the extent that income is distributed to its
shareholders.

     If INTERNATIONAL SECURITIES SERIES or DISCOVERY SERIES 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 Series 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 would have to be distributed to
satisfy the Distribution Requirement -- even if those earnings and gain were not
received by the Series.  In most instances it will be very difficult, if not
impossible, to make this election because of certain requirements thereof.
 
     The "Tax Simplification and Technical Corrections Bill of 1993," passed in
May 1994 by the House of Representatives would substantially modify the taxation
of U.S. shareholders of foreign corporations, including eliminating the
provisions described above dealing with PFICs and replacing them (and other
provisions) with a regulatory scheme involving entities called "passive foreign
corporations." Three similar bills passed in 1991 and 1992 were vetoed.  It is
unclear at this time whether, and in what form, the proposed modifications may
be enacted into law. 

     Proposed regulations have been published pursuant to which open-end RICs,
such as INTERNATIONAL SECURITIES SERIES and DISCOVERY SERIES, 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).

     The use of hedging strategies, such as selling and purchasing options and
futures contracts and entering into forward contracts, involves complex rules
that will determine for income tax purposes the character and timing of
recognition of the gains and losses INTERNATIONAL SECURITIES SERIES realizes in
connection therewith.  For INTERNATIONAL SECURITIES SERIES, HIGH YIELD SERIES
and DISCOVERY SERIES, income from foreign currencies (except certain gains
therefrom that may be excluded by future regulations), and income from
transactions in options, futures and forward contracts derived by such Series

                                       24
<PAGE>
 
with respect to its business of investing in securities or foreign currencies,
will qualify as permissible income under the Income Requirement.  However,
income from the Series' disposition of options and futures contracts (other than
those on foreign currencies) will be subject to the Short-Short Limitation if
they are held for less than three months.  Income from the Series' disposition
of foreign currencies and options, futures and forward contracts that are not
directly related to its principal business of investing in securities (or
options and futures with respect to securities) also will be subject to the
Short-Short Limitation if they are held for less than three months.

     If INTERNATIONAL SECURITIES SERIES satisfies certain requirements, then any
increase in value of a position that is part of a "designated hedge" will be
offset by any decrease in value (whether realized or not) of the offsetting
hedging position during the period of the hedge for purposes of determining
whether the Series satisfies the Short-Short Limitation.  Thus, only the net
gain (if any) from the designated hedge will be included in gross income for
purposes of that limitation.  The Series intends that, when it engages in
hedging strategies, they will qualify for this treatment, but at the present
time it is not clear whether this treatment will be available for all of the
Series' hedging transactions.  To the extent this treatment is not available,
the Series may be forced to defer the closing out of certain options, futures or
forward contracts beyond the time when it otherwise would be advantageous to do
so, in order for the Series to continue to qualify as a RIC.
 
     HIGH YIELD SERIES, GOVERNMENT SERIES, INVESTMENT GRADE SERIES, TARGET
MATURITY 2007 SERIES and UTILITIES INCOME SERIES may acquire zero coupon
securities issued with original issue discount.  As a holder of those
securities, each such Series must include in its income the original issue
discount that accrues on the securities for the taxable year, even if the Series
receives no corresponding payment on the securities during the year.  Similarly,
each such Series must include in its gross income securities it receives as
"interest" on pay-in-kind securities.  Because each Series annually must
distribute substantially all of its investment company taxable income, including
any original issue discount and other non-cash income, in order to satisfy the
Distribution Requirement, each Series 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 a Series' cash
assets or from the proceeds of sales of portfolio securities, if necessary.  A
Series may realize capital gains or losses from those sales, which would
increase or decrease its investment company taxable income and/or net capital
gain (the excess of net long-term capital gain over net short-term capital
loss).  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 Series' ability to sell other
securities, or options futures or certain forward contracts, held for less than
three months that it might wish to sell in the ordinary course of its portfolio
management. 


                              GENERAL INFORMATION

     AUDITS AND REPORTS.  The accounts of the Series are audited twice a year by
     ------------------                                                         
Tait, Weller & Baker, independent certified public accountants.  Shareholders
receive semi-annual and annual reports of the Series, including audited
financial statements, and a list of securities owned.

     SHAREHOLDER LIABILITY.  The Fund is organized as an entity known as a
     ---------------------                                                
"Massachusetts business trust."  Under Massachusetts law, shareholders of such a
trust may, under certain circumstances, be held personally liable for the
obligations of the Fund.  The Declaration of Trust however, contains, an express
disclaimer of shareholder liability for acts or obligations of the Fund and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Fund or the Trustees.  The
Declaration of Trust provides for indemnification out of the property of the
Fund of

                                       25
<PAGE>
 
any shareholder held personally liable for the obligations of the Fund.  The
Declaration of Trust also provides that the Fund shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of
the Fund and satisfy any judgment thereon.  Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its obligations.
The Adviser believes that, in view of the above, the risk of personal liability
to shareholders is immaterial and extremely remote.  The Declaration of Trust
further provides that the Trustees will not be liable for errors of judgment or
mistakes of fact or law, but nothing in the Declaration of Trust protects a
Trustee against any liability to which 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.  The Fund may have an obligation
to indemnify Trustees and officers with respect to litigation.


                                  APPENDIX A
                    DESCRIPTION OF COMMERCIAL PAPER RATINGS

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

     Standard & Poor's Rating Group ("S&P") 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 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.

                                       26
<PAGE>
 
                                  APPENDIX B
                     DESCRIPTION OF MUNICIPAL NOTE RATINGS

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

     S&P's note rating reflects the liquidity concerns and market access risks
unique to notes.  Notes due in 3 years or less will likely receive a note
rating.  Notes maturing beyond 3 years will most likely receive a long-term debt
rating.  The following criteria will be used in making that assessment.

     - Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).

     - Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

     Note rating symbols are as follows:

     SP-1  Very strong or strong capacity to pay principal and interest.  Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.


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

     Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade (MIG).  This distinction is in
recognition of the difference between short-term credit risk and long-term risk.

     MIG-1.  Loans bearing this designation are of the best quality, enjoying
strong protection from established cash flows of funds for their servicing or
from established and broad-based access to the market for refinancing, or both.

                                       27
<PAGE>
 
                  
                 Financial Statements as of December 31, 1994  

                                       28
<PAGE>
 
Portfolio of Investments
First Investors Life Series Fund--BLUE CHIP SERIES
December 31, 1994


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                                                                                  Amount
                                                                                Invested
                                                                                For Each
                                                                              $10,000 of
Shares              Security                                         Value    Net Assets
- ----------------------------------------------------------------------------------------
<S>                <C>                                           <C>          <C>
                   COMMON STOCKS--87.6%
                   Basic Industry--1.5%
 8,550             Monsanto Co.                                  $   602,775     $   146
- ----------------------------------------------------------------------------------------
                   Capital Goods--9.2%
 4,200             Boeing Co.                                        196,350          47
   400             Browning Ferris Industries, Inc.                   11,350           3
 5,200             Deere & Co.                                       344,500          83
 8,500             Dover Corp.                                       438,812         106
 2,100             Eaton Corp.                                       103,950          25
 2,800             Emerson Electric Co.                              175,000          42
21,200             General Electric Co.                            1,081,200         261
 3,500             Grainger (W.W.), Inc.                             202,125          49
 8,800             Ingersoll-Rand Co.                                277,200          67
 3,600             ITT Corp.                                         319,050          77
   900             McDonnell Douglas Corp.                           127,800          31
10,400  *          Varity Corp.                                      377,000          91
 6,000             WMX Technologies Inc.                             157,500          38
- ----------------------------------------------------------------------------------------
                                                                   3,811,837         920
- ----------------------------------------------------------------------------------------
                   Consumer Durables--2.5%
 3,450             Chrysler Corp.                                    169,050          41
11,100             Ford Motor Co.                                    310,800          75
 9,000             General Motors Corp.                              380,250          92
 1,500             Goodyear Tire & Rubber Co.                         50,437          12
 4,950             Masco Corp.                                       111,994          27
- ----------------------------------------------------------------------------------------
                                                                   1,022,531         247
- ----------------------------------------------------------------------------------------
                   Consumer Non-Durables--18.7%
10,100             Abbott Laboratories                               329,512          80
 3,800             American Home Products Corp.                      238,450          58
 5,300             Anheuser Busch Companies, Inc.                    269,637          65
 6,300             Bristol-Myers Squibb Co.                          364,612          88
15,950             Coca Cola Co.                                     821,425         198
 1,400             Colgate-Palmolive Co.                              88,725          21
 4,700             CPC International, Inc.                           250,275          60
 4,550             Eastman Kodak Co.                                 217,262          52
 2,700             Gillette Co.                                      201,825          49
 8,000             Johnson & Johnson                                 438,000         106
</TABLE> 
<PAGE>
 
<TABLE>
<S>                <C>                                           <C>          <C>
 4,200             Kellogg Co.                                       244,125          59
 9,550             Kimberly-Clark Corp.                              482,275         116
 3,600             Lilly (Eli) & Co.                                 236,250          57
15,200             Merck & Co., Inc.                                 579,500         140
 9,900             Pepsico Inc.                                      358,875          87
 4,600             Pet, Inc.                                          90,850          22
 3,750             Pfizer Inc.                                       289,688          70
14,400             Philip Morris Cos., Inc.                          828,000         200
 8,600             Procter & Gamble Co.                              533,200         129
 4,700  *          Ralcorp Holdings Inc.                             104,575          25
10,000             Sara Lee Corp.                                    252,500          61
 2,400             Schering-Plough Corp.                             177,600          43
10,700             Stride Rite Corp.                                 119,038          29
 2,000             Unilever PLC                                      233,000          56
- ----------------------------------------------------------------------------------------
                                                                   7,749,199       1,871
- ----------------------------------------------------------------------------------------
                   Consumer Services--7.9%
 5,400             Albertson's, Inc.                                 156,600          38
 2,800             Dayton-Hudson Corp.                               198,100          48
 6,300             Disney (Walt) Company                             290,587          70
 6,000             GAP, Inc. (The)                                   183,000          44
 5,200             Home Depot Inc. (The)                             239,200          58
 4,400  *          Kroger Co.                                        106,150          26
 5,300             Mattel Inc.                                       133,163          32
 4,400             May Department Stores Co.                         148,500          36
 9,100             McDonald's Corp.                                  266,175          64
 5,200             Nordstrom Inc                                     218,400          53
 3,150  *          Officemax Inc.                                     83,475          20
 4,300             Rite Aid Corp.                                    100,513          24
 4,450             Sears, Roebuck & Co.                              204,700          49
 4,800             Time Warner Inc.                                  168,600          41
 4,400  *          Toys "R" Us, Inc.                                 134,200          32
 3,400  *          Viacom Inc. Class "B"                             138,125          33
24,150             Wal-Mart Stores, Inc.                             513,188         124
- ----------------------------------------------------------------------------------------
                                                                   3,282,676         792
- ----------------------------------------------------------------------------------------
                   Energy--16.5%
11,300             Alcan Aluminum Ltd.                               286,737          69
 6,000             Amoco Corp.                                       354,750          86
 3,000             Atlantic Richfield Co.                            305,250          74
 2,400             Burlington Resources, Inc.                         84,000          20
 7,800             Chevron Corp.                                     348,075          84
 4,250             Dow Chemical Co.                                  285,812          69
 8,800             Du Pont (E.I.) De Nemours & Co.                   495,000         119
 9,000             Enron Corp.                                       274,500          66
14,500             Exxon Corp.                                       880,875         213
 4,900             Halliburton Co.                                   162,313          39
 4,200  *          Inland Steel Industries, Inc.                     147,525          36
 2,200             Kerr-Mcgee Corp.                                  101,200          24
 5,500             Minnesota Mining & Manufacturing Co.              293,563          71
 4,700             Mobil Corp.                                       395,975          96
11,700             NICOR, Inc.                                       266,175          64
 6,200             Nucor Corp.                                       344,100          83
 4,500             Pacific Enterprises                                95,625          23
</TABLE> 
<PAGE>
 
<TABLE>
<S>                <C>                                           <C>          <C>
 3,150             Phillips Petroleum Co.                            103,163          25
 5,225             Royal Dutch Petroleum Co.                         561,687         136
 3,800             Schlumberger, Ltd.                                191,425          46
 6,400             Scott Paper Co.                                   442,400         107
 3,200             Texaco Inc.                                       191,600          46
 7,800             Unocal Corp.                                      212,550          51
- ----------------------------------------------------------------------------------------
                                                                   6,824,300       1,647
- ----------------------------------------------------------------------------------------
                   Financial--8.0%
 5,250             American Express Co.                              154,875          37
 4,000             American International Group, Inc.                392,000          95
14,000             Banc One Corp.                                    355,250          86
 9,700             BankAmerica Corp.                                 383,150          92
 5,100             Chase Manhattan Corp.                             175,312          42
 4,800             Chemical Banking Corp.                            172,200          42
 5,600             Citicorp                                          231,700          56
 5,600             Federal National Mortgage Assn.                   408,100          99
 4,150             First Fidelity Bancorp.                           186,231          45
13,600             MGIC Investment Corp.                             450,500         109
 9,300             NationsBank Corp.                                 419,663         101
- ----------------------------------------------------------------------------------------
                                                                   3,328,981         804
- ----------------------------------------------------------------------------------------
                   Health Care/Miscellaneous--2.0%
 5,400             Columbia/HCA Healthcare Corp.                     197,100          48
11,250             U.S. Healthcare, Inc.                             464,063         111
 2,400             Warner-Lambert Co.                                184,800          45
- ----------------------------------------------------------------------------------------
                                                                     845,963         204
- ----------------------------------------------------------------------------------------
                   Retail Trade--.1%
 2,500  *          Price/Costco, Inc.                                 32,188           8
- ----------------------------------------------------------------------------------------
                   Technology--8.9%
 8,000  *          Airtouch Communications Inc.                      233,000          56
 1,700             Autodesk, Inc.                                     67,362          16
 2,600             Automatic Data Processing, Inc.                   152,100          37
 3,500  *          Cisco Systems, Inc.                               122,937          30
 2,600  *          Compaq Computers Corp.                            102,700          25
 3,500             Hewlett-Packard Co.                               349,563          84
 5,200             Intel Corp.                                       332,150          80
 7,050             International Business Machines Corp.             518,175         125
13,800             MCI Communications Corp.                          253,575          61
 8,100  *          Microsoft Corp.                                   495,113         120
10,700             Motorola, Inc.                                    619,263         149
 6,500  *          National Semiconductor Corp.                      126,750          31
 6,900  *          Oracle Systems Corp.                              304,462          73
- ----------------------------------------------------------------------------------------
                                                                   3,677,150         887
- ----------------------------------------------------------------------------------------
                   Transportation--1.1%
 3,600  *          AMR Corp.                                         191,700          46
11,000  *          Southern Pacific Rail Corp                        199,375          48
 4,200             Southwest Airlines Co.                             70,350          17
- ----------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
<TABLE>
<S>                <C>                                           <C>          <C>
                                                                     461,425         111
- ----------------------------------------------------------------------------------------
                   Utilities--11.2%
17,750             A T & T Corp.                                     891,938         215
 6,800             Ameritech Corp.                                   274,550          66
 5,400             Bell Atlantic Corp.                               268,650          65
 7,100             BellSouth Corp.                                   384,287          93
 7,700             Carolina Power & Light Co.                        205,012          49
13,600             Cinergy Corp.                                     317,900          77
 7,800             Duke Power Co.                                    297,375          72
 9,400             FPL Group, Inc.                                   330,175          80
11,700             GTE Corp.                                         355,387          86
 5,500             Nynex Corp.                                       202,125          49
 5,400             Pacific Telesis Group                             153,900          37
 8,800             Pacificorp                                        159,500          39
 7,400             SBC Communications Inc.                           298,775          72
 9,200             Texas Utilities Co.                               294,400          71
 5,500             U.S. West Inc.                                    195,938          47
- ----------------------------------------------------------------------------------------
                                                                   4,629,912       1,118
- ----------------------------------------------------------------------------------------
                   Total Value of Common Stocks (cost             36,268,937       8,755
                   $35,818,111)
- ----------------------------------------------------------------------------------------
                   CONVERTIBLE BONDS--.7%
                   Leisure Time
 $ 500  M          Bellsport Corp. 4.25%, 11/15/00 (cost             321,875          78
                   $418,903)
- ----------------------------------------------------------------------------------------
                   SHORT-TERM CORPORATE NOTES--8.9%
   500M            Ford Motor Credit Co., 5.92%, 1/23/95             498,191         120
   900M            General Electric Credit Corp., 6.05%,             897,580         217
                   1/17/95
   300M            Oklahoma Gas & Electric Co., 5.90%, 1/11/95       299,508          72
 2,000M            Prudential Funding Corp., 5.98%, 1/17/95        1,994,685         482
- ----------------------------------------------------------------------------------------
                   Total Value of Short-Term Corporate Notes       3,689,964         891
                   (cost $3,689,964)
- ----------------------------------------------------------------------------------------
Total Value of Investments (cost $39,926,978)       97.2%         40,280,776       9,724
Other Assets, Less Liabilities                       2.8           1,143,525         276
- ----------------------------------------------------------------------------------------
Net Assets                                         100.0%        $41,424,301     $10,000
- ---------------------------------------------------------------------------------------- 
</TABLE>

* Non-income producing




See notes to financial statements


Portfolio of Investments
<PAGE>
 
<TABLE>
<CAPTION>
First Investors Life Series
 Fund--CASH MANAGEMENT SERIES
December 31, 1994
- ------------------------------------------------------------------------------------------------------------------
                                                                                                       Amount
                                                                                                       Invested
                                                                                                       For Each
Principal                                                                    Annualized                $10,000 of
Amount         Security                                                      Yield*           Value    Net Assets
- ------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                           <C>          <C>          <C>
               SHORT-TERM CORPORATE NOTES--92.1%
     $ 150M    Ameritech Corp., 1/9/95                                             5.95%  $  149,801      $   381
       175M    A T & T Corp., 1/23/95                                              5.56      174,405          444
       175M    Bay States Gas Co., 1/25/95                                         5.90      174,312          444
       175M    Central Louisiana Electric Co., 1/10/95                             6.00      174,737          445
       175M    CPC International Inc., 2/1/95                                      5.48      174,174          443
       100M    Florida Power & Light Co., 1/5/95                                   5.90       99,935          254
       180M    Ford Motor Credit, 1/24/95                                          6.05      179,304          456
       175M    General Electric Credit Corp., 2/21/95                              5.93      173,530          442
       150M    Hartford Steam Boiler Inspection & Insurance, 1/17/95               5.50      149,633          381
       175M    Laclede Gas Co., 1/19/95                                            5.76      174,496          444
       175M    Metlife Funding Inc., 1/20/95                                       5.53      174,489          444
       150M    Motorola, Inc., 1/11/95                                             5.95      149,753          381
       175M    McGraw-Hill Inc., 2/7/95                                            5.93      173,934          443
       150M    Pepsico Inc., Floating Rate Note, 4/13/95                           3.76      151,794          386
       150M    Pitney-Bowes, Inc., 2/13/95                                         5.92      148,940          379
       175M    Prudential Funding Corp., 1/26/95                                   5.88      174,286          444
       150M    Rockwell International Corp., 1/9/95                                5.97      149,801          381
       175M    Southern California Gas Co., 2/6/95                                 5.77      173,990          443
       175M    The Stanley Works, 1/20/95                                          5.48      174,494          444
       175M    Tampa Electric Co., 1/30/95                                         5.96      174,160          443
       175M    Wisconsin Gas Co., 2/21/95                                          5.82      173,557          442
       175M    Wisconsin Power & Light Co., 1/13/95                                5.67      174,669          446
- ------------------------------------------------------------------------------------------------------------------
               Total Value of Short-Term Corporate Notes (cost $3,618,194)                 3,618,194        9,210
- ------------------------------------------------------------------------------------------------------------------
               U.S. GOVERNMENT OBLIGATIONS--8.2%
       150M    Federal Farm Credit Bank, 3/13/94                                   6.12      148,190          378
       175M    Federal National Mortgage Association, 1/30/95                      5.85      174,175          443
- ------------------------------------------------------------------------------------------------------------------
               Total Value of U.S. Government Obligations (cost $322,365)                    322,365          821
- ------------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $3,940,559)                                      100.3%   3,940,559       10,031
Excess of Liabilities Over Other Assets                                             (.3)     (12,004)         (31)
- ------------------------------------------------------------------------------------------------------------------
Net Assets                                                                        100.0%  $3,928,555      $10,000
==================================================================================================================
* The annualized Yield shown is the effective rate at the time of purchase

</TABLE>

See notes to financial statements
<PAGE>
 
<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund--DISCOVERY SERIES
December 31, 1994
- ------------------------------------------------------------------------------------------------
                                                                                          Amount
                                                                                        Invested
                                                                                        For Each
                                                                                      $10,000 of
Shares             Security                                              Value        Net Assets
- ------------------------------------------------------------------------------------------------
<S>               <C>                                                   <C>           <C>
                  COMMON STOCKS--89.6%
                  Commercial Service--3.1%
      9,400       Equifax, Inc.                                         $   247,925      $    82
      7,600  *    Insurance Auto Auctions, Inc.                             232,275           77
     39,700  *    International Post Ltd.                                   188,575           62
     18,500  *    Interpool Inc.                                            275,188           91
- ------------------------------------------------------------------------------------------------
                                                                            943,963          312
- ------------------------------------------------------------------------------------------------
                  Computers/Software/Business Equipment--13.4%
     14,200  *    Adaptec, Inc.                                             335,475          110
      5,400  *    Altera Corp.                                              226,125           75
      7,400  *    Bysis Group, Inc.                                         163,725           54
     12,000  *    Convex Computer Corp.                                      94,500           31
      4,100  *    Cornerstone Imaging Inc.                                   62,525           21
     17,500  *    Data General Corp.                                        175,000           58
     17,000       ECI Telecommunications Limited Designs (ADR)              231,625           77
      6,400  *    EMC Corp.                                                 138,400           46
      6,400  *    FileNet Corp.                                             172,800           57
     18,900       Fourth Shift Corp.                                         51,975           17
     24,400  *    Fulcrum Technologies, Inc.                                289,750           96
     26,000  *    Integrated Micro Products PLC (ADR)                       188,500           62
     13,500  *    Lasermaster Technologies, Inc.                             94,500           31
      3,900  *    Lotus Development Corp.                                   159,900           53
     12,100  *    Metatec Corp.                                             116,463           39
      3,800  *    Microsoft Corp.                                           232,275           77
      8,900  *    Oracle Systems Corp.                                      392,713          129
     11,400  *    Perceptron Inc.                                           262,200           87
      6,200  *    Phoenix Technologies Ltd.                                  46,500           15
     11,400  *    Pyxis Corp.                                               216,600           72
     11,600       Reynolds & Reynolds Co.                                   290,000           96
      5,400  *    Robotic Vision Systems, Inc.                               33,750           11
      5,600  *    Sybron Chemicals, Inc.                                     86,800           29
- ------------------------------------------------------------------------------------------------
                                                                          4,062,101        1,343
- ------------------------------------------------------------------------------------------------
                  Consumer Products--3.3%
      8,200  *    CUC International, Inc.                                   274,700           91
     16,900       Dixie Yarns, Inc.                                         118,300           39
      9,200       Falcon Products, Inc.                                     108,100           36
      7,300  *    Harvey Entertainment                                      104,025           34
     21,800  *    National R.V. Holdings, Inc.                              164,863           55
</TABLE> 
<PAGE>
 
<TABLE> 
<S>               <C>                                                   <C>           <C>
      6,200       Oakwood Homes Corp.                                       151,125           50
      5,400  *    Shuler Homes, Inc.                                         76,950           25
- ------------------------------------------------------------------------------------------------
                                                                            998,063          330
- ------------------------------------------------------------------------------------------------
                  Electronics/Instruments/Components--2.5%
      7,100       General Electric Co.                                      362,100          120
      4,100  *    Nokia Corp. (ADR)                                         307,500          102
      3,900  *    Recoton Corp.                                              73,125           24
- ------------------------------------------------------------------------------------------------
                                                                            742,725          246
- ------------------------------------------------------------------------------------------------
                  Electronics/Semiconductors--7.8%
     12,700  *    Actel Corp.                                               104,775           35
      3,050  *    Alliance Semiconductor Corp.                               95,313           32
      4,100  *    Applied Materials, Inc.                                   173,225           57
     10,000  *    Asyst Technologies, Inc.                                  235,000           78
      5,500  *    Electroglas, Inc.                                         183,563           61
     13,600  *    Integrated Device Technology, Inc.                        401,200          132
      8,800  *    Megatest Corp.                                             56,925           19
      6,000       Motorola, Inc.                                            347,250          114
     15,600  *    National Semiconductor Corp.                              304,200          100
     25,000  *    Tower Semiconductor Ltd.                                  275,000           91
      3,200  *    Xilinx Inc.                                               189,600           63
- ------------------------------------------------------------------------------------------------
                                                                          2,366,051          782
- ------------------------------------------------------------------------------------------------
                  Environmental Services--.2%
     11,400  *    Encon Systems, Inc.                                        52,725           17
- ------------------------------------------------------------------------------------------------
                  Financial/Miscellaneous--6.7%
      9,800  *    American Travellers Corp.                                 160,475           53
     24,300  *    Amvestors Financial Corp.                                 230,850           76
     18,000  *    Credit Acceptance Corp.                                   319,500          106
     11,100       First USA, Inc.                                           364,913          121
     15,050       Grupo Financiero Bancomer S.A. de C.V. (ADR) (Note 5)     178,458           59
     22,500       Independent Bank Corp.                                    118,125           39
        600  *    Medaphis Corp.                                             27,900            9
      5,550       NAC Re Corp.                                              185,925           61
     10,700       Presidential Life Corp.                                    56,175           19
     16,350       Reliance Group Holdings, Inc.                              83,794           28
      7,182       Southern National Corp.                                   137,356           45
      4,400       Sunamerica Inc.                                           159,500           53
- ------------------------------------------------------------------------------------------------
                                                                          2,022,971          669
- ------------------------------------------------------------------------------------------------
                  Foods--3.7%
      6,800  *    Canadaigua Wine Co. Class "A"                             258,400           85
      9,500       Dreyers Grand Ice Cream, Inc.                             235,125           78
     14,500  *    Grist Mill Co.                                            135,938           45
     15,300  *    Ralcorp Holdings, Inc.                                    340,425          113
     16,000  *    Taco Cabana Class "A"                                     146,000           48
- ------------------------------------------------------------------------------------------------
                                                                          1,115,888          369
- ------------------------------------------------------------------------------------------------
                  Gaming/Lodging--2.4%
</TABLE> 
<PAGE>
 
<TABLE> 
<S>               <C>                                                   <C>           <C>
     12,500  *    GTECH Holdings Corp.                                      254,688           84
     18,400  *    Monarch Casino & Resort, Inc.                             101,200           33
      8,300  *    Players International, Inc.                               186,750           62
     16,100  *    Rio Hotel and Casino, Inc.                                195,213           65
- ------------------------------------------------------------------------------------------------
                                                                            737,851          244
- ------------------------------------------------------------------------------------------------
                  Health Care/Miscellaneous--23.8%
      6,400  *    Advocat, Inc.                                              84,800           28
     12,400  *    American Medical Response, Inc.                           358,050          118
     26,500  *    Applied Bioscience International, Inc.                    145,750           48
      3,700  *    Arbor Health Care Co.                                      75,850           25
     18,700  *    Beverly Enterprises                                       268,813           89
      9,000  *    Boston Scientific Corp.                                   156,375           52
      3,750  *    Cellpro, Inc.                                              37,031           12
      8,200  *    Clinicom, Inc.                                             91,225           30
      9,400       Dentsply International, Inc.                              296,100           98
     26,300  *    Ethical Holdings PLC (ADR)                                170,950           57
     13,000       Fisher Scientific International                           321,750          106
     19,400  *    Future Healthcare, Inc.                                   400,125          132
     10,050  *    GMIS, Inc.                                                195,975           65
      9,200       Health Care & Retirement Corp.                            277,150           92
     10,975  *    Healthcare Compare Corp.                                  374,522          124
      5,400  *    I-Stat Corp.                                              102,600           34
     11,765       Ivax Corp.                                                223,726           64
     12,300  *    Living Centers of America, Inc.                           410,513          136
      3,800  *    Medcath Inc.                                               54,150           18
     19,200       Mid Atlantic Medical Services, Inc.                       439,200          145
     15,100  *    North American Vaccine, Inc.                              126,463           42
      8,000  *    Noven Pharmaceuticals, Inc.                                99,000           33
     10,900  *    Pacific Physicians Services, Inc.                         182,575           60
      7,800  *    Penederm, Inc.                                             48,750           16
      7,700  *    Pharmaceutical Resources, Inc.                             71,225           24
      1,200  *    Physician Reliance Network, Inc.                           23,100            8
     58,800  *    Plasma-Therm, Inc. (Note 5)                               404,250          134
     25,300  *    Protocol Systems, Inc.                                    227,700           75
     16,000  *    Quantum Health Resources, Inc.                            460,000          152
     17,600       Rite Aid Corp.                                            411,400          136
     19,200       Teva Pharmaceutical Industries Ltd. (ADR)                 464,400          153
      7,200  *    Watson Pharmaceuticals, Inc.                              189,000           62
- ------------------------------------------------------------------------------------------------
                                                                          7,192,318        2,378
- ------------------------------------------------------------------------------------------------
                  Industrial Services--.6%
      7,600  *    SPS Technologies, Inc.                                    192,850           64
- ------------------------------------------------------------------------------------------------
                  Machinery/Diversified--4.9%
     13,650       AGCO Corp.                                                414,619          137
      4,200       Breed Technologies, Inc.                                  119,175           39
     14,200       Case Corp.                                                305,300          101
      4,900  *    Clark Equipment Co.                                       265,825           88
      8,200       Federal-Mogul Corp.                                       165,025           55
     21,600       Owosso Corp.                                              216,000           71
- ------------------------------------------------------------------------------------------------
                                                                          1,485,944          491
- ------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>               <C>                                                   <C>           <C>
                  Manufacturing/Diversified--.6%
      4,800  *    Dovatron International, Inc.                              123,600           41
      8,450  *    Figgie International, Inc.                                 51,756           17
- ------------------------------------------------------------------------------------------------
                                                                            175,356           58
- ------------------------------------------------------------------------------------------------
                  Paper/Forest Products--1.9%
      4,400       Chesapeake Corp.                                          145,200           48
      6,700       Pope & Talbot, Inc.                                       106,363           35
      6,600       Willamette Industries, Inc.                               313,500          104
- ------------------------------------------------------------------------------------------------
                                                                            565,063          187
- ------------------------------------------------------------------------------------------------
                  Retail Trade--4.4%
      8,600  *    Designs, Inc.                                              60,200           20
      5,700       Haverty Furniture Co., Inc.                                66,975           22
     15,900  *    Hi-Lo Automotive, Inc.                                    155,025           51
     14,500  *    Meyer (Fred), Inc.                                        445,875          148
     11,000  *    REX Stores Corp.                                          178,750           59
      7,000       Talbots, Inc.                                             218,750           72
      8,900  *    The Men's Wearhouse, Inc.                                 200,250           66
- ------------------------------------------------------------------------------------------------
                                                                          1,325,825          438
- ------------------------------------------------------------------------------------------------
                  Telecommunications--6.2%
      4,400       A T & T Capital Corp.                                     221,100           73
     10,100  *    Boston Technology, Inc.                                   145,188           48
      3,700       Ericsson (L.M.) Telephone Co. (ADR)                       203,963           67
     11,900       MCI Communications Corp.                                  218,663           72
     10,700  *    Nextel Communications, Inc.                               153,813           51
     12,700  *    Octel Communications Corp.                                263,525           87
     10,700  *    Porta Systems Corp.                                        54,838           18
      5,600  *    Rogers Cantel Mobile Communications Class "B"             163,275           54
     11,100  *    Viacom Inc. Class "B"                                     450,938          150
- ------------------------------------------------------------------------------------------------
                                                                          1,875,303          620
- ------------------------------------------------------------------------------------------------
                  Transportation--4.1%
     13,500       London & Overseas Freighters Limited                      192,375           64
     11,000       MK Rail Corp.                                             116,875           39
      6,500  *    Rural/Metro Corp.                                         121,875           40
      7,900       Sea Container Ltd. Class "A"                              104,675           35
     17,400  *    Southern Pacific Rail Corp.                               315,375          104
     31,000       Transportacion Maritima Mexicana S.A. (ADR)               236,375           78
      7,200  *    ValuJet Airlines, Inc.                                    153,000           51
- ------------------------------------------------------------------------------------------------
                                                                          1,240,550          411
- ------------------------------------------------------------------------------------------------
                  Total Value of Common Stocks (cost $26,088,653)        27,095,547        8,959
- ------------------------------------------------------------------------------------------------
                  CONVERTIBLE BONDS--.4%
$  150M           Pacific Physicians Services, Inc., 5 1/2%, 2003           116,250           38
                  (cost $150,000)
- ------------------------------------------------------------------------------------------------
                  SHORT-TERM CORPORATE NOTES--20.1%
1,400M            Lubrizol Corp., 6%, 1/6/95                              1,398,834          463
1,800M            Oklahoma Gas & Electric Co., 5.90%, 1/11/95             1,797,050          594
</TABLE> 
<PAGE>
 
<TABLE> 
<S>               <C>                                                   <C>           <C>
1,400M            Prudential Funding Corp., 5.98%, 1/17/95                1,396,279          462
1,500M            Temple-Inland Inc., 5.85%, 1/3/95                       1,499,512          496
- ------------------------------------------------------------------------------------------------
                  Total Value of Short-Term Corporate Notes (cost
                  $6,091,675)                                             6,091,675        2,015
- ------------------------------------------------------------------------------------------------
Total Value of Investments (cost $32,330,328)             110.1%         33,303,472       11,012
Excess of Liabilities Over Other Assets                   (10.1)         (3,059,858)      (1,012)
- ------------------------------------------------------------------------------------------------
Net Assets                                                100.0%        $30,243,614      $10,000
- ------------------------------------------------------------------------------------------------

* Non income producing
</TABLE>


<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series
 Fund--GOVERNMENT SERIES
December 31, 1994
- -----------------------------------------------------------------------------------------------------------
                                                                                                     Amount
                                                                                                   Invested
                                                                                                   For Each
Principal                                                                                        $10,000 of
   Amount                               Security                                          Value  Net Assets
- -----------------------------------------------------------------------------------------------------------
<S>            <C>                                                                     <C>         <C>
               U.S. GOVERNMENT AGENCY
                OBLIGATIONS--51.9%
    $1,100M    Federal Farm Credit 8.65%, 10/1/99                                    $1,126,239     $ 1,430
     1,000M    Federal Home Loan Bank, 7.36%, 7/1/04                                    952,889       1,209
       656M    Federal Home Loan Mortgage Corp., 9.00%, 4/1/22                          660,197         838
       349M    Federal Home Loan Mortgage Corp., 9.00%, 9/1/21                          350,811         445
       991M    Federal National Mortgage Association, 9.00%, 10/1/20                    996,254       1,265
- -----------------------------------------------------------------------------------------------------------
               Total Value of U.S. Government Agency Obligations (cost $4,327,023)    4,086,390       5,187
- -----------------------------------------------------------------------------------------------------------
               MORTGAGE-BACKED
                CERTIFICATES--16.2%
     1,300M    Government National Mortgage Association,
                  8.50%, 12/15/2025
                   (cost $1,280,094)                                                  1,277,250       1,621
- -----------------------------------------------------------------------------------------------------------
               U.S. GOVERNMENT
                OBLIGATIONS--30.1%
     2,385M    U.S. Treasury Bill, 5.25%, 2/9/95 (cost $2,372,469)                    2,372,469       3,012
- -----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost
 $7,979,586)                            98.2%                                         7,736,109       9,820
Other Assets, Less Liabilities          1.8                                             141,854         180
- -----------------------------------------------------------------------------------------------------------
Net Assets                              100.0%                                       $7,877,963     $10,000
===========================================================================================================
</TABLE>
<PAGE>
 
See notes to financial statements

<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund--GROWTH SERIES
December 31, 1994
                                                                                                         Amount
                                                                                                       Invested
                                                                                                       For Each
                                                                                                     $10,000 of
Shares                  Security                                                              Value  Net Assets
<S>                     <C>                                                             <C>          <C>
- ---------------------------------------------------------------------------------------------------------------
                        COMMON STOCKS--93.5%
                        Beverages/Soft Drinks--2.2%
    20,000              Pepsico Inc.                                                    $   725,000     $   221
- ---------------------------------------------------------------------------------------------------------------
                        Broadcast Media--3.5%
    32,000              Comcast Corp. Special Shares Class "A"                              502,000         153
    27,000              Home Shopping Network                                               270,000          82
    13,000              Multimedia Inc.                                                     370,500         113
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,142,500         348
- ---------------------------------------------------------------------------------------------------------------
                        Chemicals/Diversified--2.6%
    29,700              Engelhard Corp.                                                     660,825         201
     3,800              Loctite Corp.                                                       176,700          54
- ---------------------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                             <C>          <C>
                                                                                            837,525         255
- ---------------------------------------------------------------------------------------------------------------
                        Commercial Services--1.2%
    18,800     *        Fiserv Inc.                                                         404,200         123
- ---------------------------------------------------------------------------------------------------------------
                        Computers/Software/Business Equipment--4.7%
    40,700              Albemarle Corp.                                                     564,712         172
    15,700     *        Cisco Systems Inc.                                                  551,462         168
     7,000     *        Microsoft Corp.                                                     427,875         130
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,544,049         470
- ---------------------------------------------------------------------------------------------------------------
                        Computer Software/Services--4.2%
     8,000              Automatic Data Processing Inc.                                      468,000         143
    10,000     *        Computer Sciences Corporation                                       510,000         156
     8,500              First Data Corporation                                              402,688         123
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,380,688         422
- ---------------------------------------------------------------------------------------------------------------
                        Consumer Non-Durables--1.7%
    22,600              Sara Lee Corp.                                                      570,650         174
- ---------------------------------------------------------------------------------------------------------------
                        Consumer Services--2.8%
    20,000              Circuit City Stores Inc.                                            445,000         136
    11,000              Walgreen Co.                                                        481,250         147
- ---------------------------------------------------------------------------------------------------------------
                                                                                            926,250         283
- ---------------------------------------------------------------------------------------------------------------
                        Drugs--3.9%
    25,000     *        Perrigo Company                                                     312,500          95
     4,600              Pfizer Inc.                                                         355,350         108
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                             <C>          <C>
    15,000              Zeneca Group PLC Inc.                                               616,875         188
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,284,725         391
- ---------------------------------------------------------------------------------------------------------------
                        Electrical Equipment--3.2%
     7,200              AMP Inc.                                                            523,800         160
    18,000     *        General Instrument Corp.                                            540,000         165
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,063,800         325
- ---------------------------------------------------------------------------------------------------------------
                        Electronics/Instruments/Components--4.9%
     6,000              Hewlett-Packard Co.                                                 599,250         183
    10,625              Molex Inc.                                                          366,563         112
    10,800              Motorola Inc.                                                       625,050         191
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,590,863         486
- ---------------------------------------------------------------------------------------------------------------
                        Energy--2.8%
    12,000              Burlington Resources Inc.                                           420,000         128
    10,500              Kerr-Mcgee Corp.                                                    483,000         147
- ---------------------------------------------------------------------------------------------------------------
                                                                                            903,000         275
- ---------------------------------------------------------------------------------------------------------------
                        Financial/Miscellaneous--1.8%
     8,320              Federal National Mortgage Association                               606,320         185
- ---------------------------------------------------------------------------------------------------------------
                        Gaming/Lodging--1.2%
    26,000              International Game Technology                                       403,000         123
- ---------------------------------------------------------------------------------------------------------------
                        Health Care/Miscellaneous--3.4%
    18,000              Abbott Laboratories                                                 587,250         179
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                             <C>          <C>
     5,100     *        Biogen Inc.                                                         212,925          65
     9,000              Genetics Institute Inc.                                             324,000          99
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,124,175         343
- ---------------------------------------------------------------------------------------------------------------
                        Health Technology--1.3%
    25,000              Boston Scientific Corp.                                             434,375         132
- ---------------------------------------------------------------------------------------------------------------
                        Insurance--6.8%
    24,000              Ace Ltd.                                                            561,000         171
     5,450              American International Group                                        534,100         163
    16,700              American Re Corporation                                             538,575         164
    15,000              First Colony Corporation                                            335,625         102
    12,700              Physician Corp. of America                                          260,350          79
- ---------------------------------------------------------------------------------------------------------------
                                                                                          2,229,650         679
- ---------------------------------------------------------------------------------------------------------------
                        Iron/Steel--1.1%
    22,000     *        LTV Corp.                                                           357,500         109
- ---------------------------------------------------------------------------------------------------------------
                        Machine Tools--2.1%
    15,700              Illinois Tool Works Inc.                                            686,875         209
- ---------------------------------------------------------------------------------------------------------------
                        Machinery/Diversified--1.0%
    11,000              Foster Wheeler Corp.                                                327,250         100
- ---------------------------------------------------------------------------------------------------------------
                        Medical Supplies--1.9%
    30,000              Hafslund Nycomed--Class "B" (ADR)                                   618,750         189
- ---------------------------------------------------------------------------------------------------------------
                        Miscellaneous--6.0%
    26,400              Duriron Company                                                     468,600         143
     5,300              Omnicom Group                                                       274,275          84
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                             <C>          <C>
    14,600              Republic New York Corp.                                             660,650         201
    15,000              York International                                                  553,125         169
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,956,650         597
- ---------------------------------------------------------------------------------------------------------------
                        Money Center Banks--1.7%
    10,000              J.P. Morgan & Co.                                                   560,000         171
- ---------------------------------------------------------------------------------------------------------------
                        Oil/Domestic--4.3%
    10,000              Amoco Corp.                                                         591,250         180
    30,000              Unocal Corp.                                                        817,500         249
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,408,750         429
- ---------------------------------------------------------------------------------------------------------------
                        Oil Service--1.0%
     6,600              Schlumberger Ltd.                                                   332,475         101
- ---------------------------------------------------------------------------------------------------------------
                        Paper/Forest Products--3.1%
     4,800              International Paper Co.                                             361,800         110
    13,000              Kimberly-Clark Corp.                                                656,500         200
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,018,300         310
- ---------------------------------------------------------------------------------------------------------------
                        Publishing/News--2.9%
    17,500              EW Scripps Co.                                                      529,375         161
     1,700              Washington Post Class "B"                                           412,250         126
- ---------------------------------------------------------------------------------------------------------------
                                                                                            941,625         287
- ---------------------------------------------------------------------------------------------------------------
                        Publishing/Printing--3.9%
    12,000              Dun & Bradstreet, Inc.                                              660,000         202
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                             <C>          <C>
    11,850     *        Scholastic Corp.                                                    604,350         184
- ---------------------------------------------------------------------------------------------------------------
                                                                                          1,264,350         386
- ---------------------------------------------------------------------------------------------------------------
                        Retail Stores--2.3%
     9,100              May Department Stores Inc.                                          307,125          94
    20,600              Wal-Mart Stores Inc.                                                437,750         133
- ---------------------------------------------------------------------------------------------------------------
                                                                                            744,875         227
- ---------------------------------------------------------------------------------------------------------------
                        Telecommunications--7.5%
    10,000              A T & T Corp.                                                       502,500         153
    12,500              Ericsson (L.M.) Telephone Co. (ADR) Class "B"                       689,063         210
    24,200              MCI Communications Corp.                                            444,675         136
    15,000     *        Nextel Communications Inc.                                          215,625          66
    18,000              Vodafone Group PLC (ADR)                                            605,250         185
- ---------------------------------------------------------------------------------------------------------------
                                                                                          2,457,113         750
- ---------------------------------------------------------------------------------------------------------------
                        Telephone/Utilities--1.1%
     8,500              Telefonos De Mexico S.A. (ADR)                                      348,500         106
- ---------------------------------------------------------------------------------------------------------------
                        Transportation--1.4%
    20,000              Werner Enterprises Inc.                                             475,000         145
- ---------------------------------------------------------------------------------------------------------------
                        Total Value of Common Stocks (cost $29,460,341)                  30,668,783       9,351
- ---------------------------------------------------------------------------------------------------------------
                        PREFERRED STOCKS-- .8%
     3,600              Nokia Corporation (ADR) (cost $145,350)                             270,000          82
- ---------------------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                             <C>          <C>
                        REPURCHASE AGREEMENTS--5.4%
   $1,761 M             Shearson Lehman Brothers Inc., 5.85%, 1/3/95, (collateralized
                        by U.S. Treasury Bond, 8 1/2%, 2/15/20) (cost $1,761,000)         1,761,000         537
- ---------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost  $31,366,691)                         99.7%             32,699,783       9,970
Other Assets, Less Liabilities                                           .3                  97,409          30
- ---------------------------------------------------------------------------------------------------------------
Net Assets                                                            100.0%            $32,797,192     $10,000
===============================================================================================================

* Non-income producing

</TABLE>

<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund--HIGH YIELD SERIES
December 31, 1994
- --------------------------------------------------------------------------------------------------------------------
                                                                                                              Amount
                                                                                                            Invested
                                                                                                            For Each
Principal                                                                                                 $10,000 of
   Amount               Security                                                             Value        Net Assets
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                  <C>          <C>
                        CORPORATE BONDS--86.9%
                        Aerospace/Defense--2.9%
    $  700M             Allison Engine Co., Inc., 10%, 2003                                  $   721,000     $   223
       230M             Dyncorp, PIK, 16%, 2003                                                  217,265          67
- --------------------------------------------------------------------------------------------------------------------
                                                                                                 938,265         290
- --------------------------------------------------------------------------------------------------------------------
                        Automotive--2.5%
       800M             SPX Corp., 11 3/4%, 2002                                                 799,000         247
- --------------------------------------------------------------------------------------------------------------------
                        Chemicals--7.3%
       700M             Buckeye Cellulose, Inc., 10 1/4%, 2001                                   658,000         204
     1,000M             Harris Chemical North America, Inc., 0%-10 1/4%, 2001                    830,000         257
       600M             Rexene Corp., 11 3/4%, 2004                                              616,500         191
       300M             Synthetic Industries, Inc., 12 3/4%, 2002                                265,500          82
- --------------------------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                                  <C>          <C>
                                                                                               2,370,000         734
- --------------------------------------------------------------------------------------------------------------------
                        Conglomerates--2.5%
     1,250M             Eagle Industries, Inc., 0%-10 1/2%, 2003                                 806,250         250
- --------------------------------------------------------------------------------------------------------------------
                        Consumer Non-Durables--2.0%
       650M             Calmar, Inc., 12%, 1997                                                  653,250         202
- --------------------------------------------------------------------------------------------------------------------
                        Containers--3.2%
     1,000M             Container Corp., 11 1/4%, 2004                                         1,025,000         317
- --------------------------------------------------------------------------------------------------------------------
                        Electrical Equipment--4.2%
       700M             Essex Group, Inc., 10%, 2003                                             654,500         203
       700M             IMO Industries, Inc., 12%, 2001                                          703,500         219
- --------------------------------------------------------------------------------------------------------------------
                                                                                               1,358,000         422
- --------------------------------------------------------------------------------------------------------------------
                        Energy Services--7.2%
     1,000M             Clark R & M Holdings, Inc., 0%, 2000                                     568,750         176
       405M             Clark Oil & Refining Corp., 10 1/2%, 2001                                412,087         128
       800M             Giant Industries, Inc., 9 3/4%, 2003                                     716,000         222
       111M             Synergy Group, Inc., 9 1/2%, 2000                                         88,800          28
       500M             Transco Energy Co., 11 1/4%, 1999                                        533,750         165
- --------------------------------------------------------------------------------------------------------------------
                                                                                               2,319,387         719
- --------------------------------------------------------------------------------------------------------------------
                        Financial Services--3.7%
       660M             Lomas Mortgage, USA, 10 1/4%, 2002                                       561,000         175
       700M             Olympic Financial, Ltd., 11 3/4%, 2000                                   644,000         199
- --------------------------------------------------------------------------------------------------------------------
                                                                                               1,205,000         374
- --------------------------------------------------------------------------------------------------------------------
                        Food/Beverage/Tobacco--2.2%
       700M             Fleming Co., Inc., 10 5/8%, 2001                                         703,500         218
- --------------------------------------------------------------------------------------------------------------------
                        Food Services--2.1%
       750M             Americold Corp., 11 1/2%, 2005                                           676,875         210
- --------------------------------------------------------------------------------------------------------------------
                        Gaming/Lodging--3.5%
       650M             GB Property Funding, Inc., 10 7/8%, 2004                                 529,750         164
       700M             Showboat, Inc., 9 1/4%, 2008                                             589,750         183
- --------------------------------------------------------------------------------------------------------------------
                                                                                               1,119,500         347
- --------------------------------------------------------------------------------------------------------------------
                        Healthcare--3.5%
       750M             Abbey Healthcare Group, Inc., 9 1/2%, 2002                               675,000         209
       500M             Mediq/PRN Life Support Services, Inc., 11 1/8%, 1999                     452,500         140
- --------------------------------------------------------------------------------------------------------------------
                                                                                               1,127,500         349
- --------------------------------------------------------------------------------------------------------------------
                        Information Technology/Office Equipment--1.5%
       500M             Bell & Howell Co., 10 3/4%, 2002                                         478,750         148
- --------------------------------------------------------------------------------------------------------------------
                        Insurance--2.1%
       700M             American Life Holding Co., 11 1/4%, 2004                                 682,500         211
- --------------------------------------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                                  <C>          <C>
                        Media/Cable Television--7.9%
     1,000M             Affiliated Newspaper Investments, 0%-13 1/4%, 2006                       520,000         161
       300M             Cablevision Industries, Inc., 10 3/4%, 2002                              298,500          92
       750M             Outdoor Systems, Inc., 10 3/4%, 2003                                     678,750         210
       500M             Rogers Cablesystems, Ltd., 9 5/8%, 2002                                  491,250         152
       600M             World Color Press, Inc., 9 1/8%, 2003                                    556,500         173
- --------------------------------------------------------------------------------------------------------------------
                                                                                               2,545,000         788
- --------------------------------------------------------------------------------------------------------------------
                        Mining/Metals--6.9%
       600M             Geneva Steel Co., Inc., 9 1/2%, 2004                                     506,250         157
       900M             WCI Steel, Inc., 10 1/2%, 2002                                           866,250         268
     1,000M             Wheeling-Pittsburgh Steel Corp., 9 3/8%, 2003                            855,000         265
- --------------------------------------------------------------------------------------------------------------------
                                                                                               2,227,500         690
- --------------------------------------------------------------------------------------------------------------------
                        Miscellaneous--1.0%
       800M     +       Acme Holdings, Inc., 11 3/4%, 2000                                       336,000         104
- --------------------------------------------------------------------------------------------------------------------
                        Paper/Forest Products--7.3%
       800M             Rainy River Forest Products Co., Inc., 10 3/4%, 2001                     798,000         247
       600M             S. D. Warren Co., Inc., 12%, 2004 (Note 5)                               615,000         190
     1,000M             Stone Container Corp., 9 7/8%, 2001                                      950,000         295
- --------------------------------------------------------------------------------------------------------------------
                                                                                               2,363,000         732
- --------------------------------------------------------------------------------------------------------------------
                        Real Estate/Construction--2.2%
       800M             Oriole Homes, Inc., 12 1/2%, 2003                                        716,000         222
- --------------------------------------------------------------------------------------------------------------------
                        Retail-Food/Drug--3.1%
     1,000M             P&C Food Markets, Inc., 11 1/2%, 2001                                  1,015,000         314
- --------------------------------------------------------------------------------------------------------------------
                        Retail-General Merchandise--2.0%
         1M             Barry's Jewelers, Inc., 12 5/8%, 1996                                        495          --
       750M             General Host Co., Inc., 11 1/2%, 2002                                    660,000         205
- --------------------------------------------------------------------------------------------------------------------
                                                                                                 660,495         205
- --------------------------------------------------------------------------------------------------------------------
                        Telecommunications--4.6%
       550M             Paging Network, Inc., 11 3/4%, 2002                                      548,625         170
       400M             PanAmSat Capital Corp., 0%-11 3/8%, 2003                                 250,000          77
       700M             PanAmSat Capital Corp., 9 3/4%, 2000                                     668,500         207
- --------------------------------------------------------------------------------------------------------------------
                                                                                               1,467,125         454
- --------------------------------------------------------------------------------------------------------------------
                        Transportation--1.5%
       500M             Trism, Inc., 10 3/4%, 2000                                               472,500         146
- --------------------------------------------------------------------------------------------------------------------
                        Total Value of Corporate Bonds (cost $29,813,297)                     28,065,397       8,693
- --------------------------------------------------------------------------------------------------------------------
                        BOND UNITS--2.3%
                        Telecommunications
     1,400              Echostar Communications Corp., 0%-12 7/8%, 2004(a) (cost $809,449)       731,500         227
- --------------------------------------------------------------------------------------------------------------------
                        COMMON STOCKS--.1%
                        Gaming/Lodging--.0%
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                     <C>                                                                  <C>          <C>
     1,620      *       Divi Hotels, Inc. (Note 4)                                                   122          --
     2,000      *       Goldriver Hotel & Casino Corp., Series "B"                                 3,000           1
- --------------------------------------------------------------------------------------------------------------------
                                                                                                   3,122           1
- --------------------------------------------------------------------------------------------------------------------
                        Media/Cable Television--.1%
     1,000      *       Affiliated Newspaper Investments                                          25,000           8
- --------------------------------------------------------------------------------------------------------------------
                        Total Value of Common Stocks (cost $66,096)                               28,122           9
- --------------------------------------------------------------------------------------------------------------------
                        PREFERRED STOCKS--5.2%
                        Financial Services
     7,000              California Federal Bank, 10 5/8%, Series "B"                             700,000         216
    10,000              First Nationwide Bank, 11 1/2%                                           980,000         304
- --------------------------------------------------------------------------------------------------------------------
                        Total Value of Preferred Stocks (cost $1,700,000)                      1,680,000         520
- --------------------------------------------------------------------------------------------------------------------
                        WARRANTS--.1%
                        Financial Services--.0%
     4,000      *       Olympic Financial, Ltd. (expiring 9/1/99) ( Note 5)                        7,000           2
        18      *       Reliance Group Holdings, Inc. (expiring 1/28/97)                              23          --
- --------------------------------------------------------------------------------------------------------------------
                                                                                                   7,023           2
- --------------------------------------------------------------------------------------------------------------------
                        Gaming/Lodging--.1%
       200      *       Goldriver Finance Corp., Liquidating Trust                                 3,000           1
     4,200      *       Presidential Riverboat Casinos, Inc. (expiring 9/15/96) (Note 5)          16,800           5
- --------------------------------------------------------------------------------------------------------------------
                                                                                                  19,800           6
- --------------------------------------------------------------------------------------------------------------------
                        Retail-General Merchandise--.0%
       100      *       Payless Cashways, Inc. (expiring 11/1/96)                                    150          --
- --------------------------------------------------------------------------------------------------------------------
                        Total Value of Warrants (cost $5,375)                                     26,973           8
- --------------------------------------------------------------------------------------------------------------------
                        SHORT-TERM CORPORATE NOTES--2.3%
    $  750M             Raytheon, 5.95%, 1/9/95 (cost $749,008)                                  749,008         232
- --------------------------------------------------------------------------------------------------------------------
Total Value of Investments
 (cost $33,143,225)                                                         96.9%             31,281,000       9,689
Other Assets, Less Liabilities                                               3.1               1,003,746         311
- --------------------------------------------------------------------------------------------------------------------
Net Assets                                                                 100.0%            $32,284,746     $10,000
- --------------------------------------------------------------------------------------------------------------------
* Non-income producing
+ In default as to principal and/or interest (Note 8)
(a) Each unit consists of a $1,000 principal amount 12 7/8% senior
secured discount note due 6/1/04 and warrants to purchase six shares
of Class "A" common stock.
</TABLE>

See notes to financial statements
<PAGE>
 
<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund--INTERNATIONAL SECURITIES SERIES
December 31, 1994
- -------------------------------------------------------------------------------------
                                                                               Amount
                                                                             Invested
                                                                             For Each
                                                                           $10,000 of
Shares             Security                                   Value        Net Assets
- -------------------------------------------------------------------------------------
<S>                <C>                                        <C>          <C>
                   COMMON STOCKS--90.9%
                   Japan--18.8%
 50,000            Chichibu Onoda Cement Corp.                $   284,650     $    91
 18,000            Fujisawa Pharmaceutical Co.                    194,846          62
 30,000            Hitachi Co., Ltd.                              297,381          95
  2,000            Ito Yokado Co., Ltd.                           106,846          34
 30,000            Kajima Corp.                                   256,788          82
 20,000            Kawasaki Heavy Industries                       90,206          29
 12,000            Kokusai Electric Co., Ltd.                     230,930          74
  4,000            Kyocera Corp.                                  296,281          95
  1,000            Kyoritsu Air Tech., Inc.                        24,456           8
  2,000            Mabuchi Motor                                  150,346          48
 40,000            Minebea Co., Ltd.                              336,772         108
 28,000            Mitsui Petrochemical Industries                246,966          79
  4,500            Murata Mfg. Co., Ltd.                          173,649          55
  1,000            Nihon Jumbo Co., Ltd.                           41,094          13
     25            Nippon Telephone & Telegraph Corp.             220,758          71
 92,000  *         NKK Corp                                       254,500          81
 10,000            Nomura Securities, Ltd.                        207,477          66
  6,000            Orix Corp.                                     221,309          71
  2,000            Riso Kagaku Corp.                              173,198          55
 10,000            Sankyo Co., Ltd.                               248,571          79
  2,500            Sanyo Shinpan Finance Co., Ltd.                240,804          77
  2,000            Secom Co., Ltd.                                124,286          40
  4,000            Shimamura Corp.                                200,461          64
 30,000            Showa Corp.                                    291,669          93
  6,000            Sony Corp.                                     339,781         109
 35,000            Sumitomo Realty & Development                  206,973          66
  8,000            Sumitomo Trust &Banking                        112,258          36
  4,000            TDK Corp.                                      193,645          62
 10,000            Tokio Marine & Fire Insurance Co., Ltd.        122,281          39
- -------------------------------------------------------------------------------------
                                                                5,889,182       1,882
- -------------------------------------------------------------------------------------
                   United States--16.6%
  3,750            American International Group, Inc.             367,500         117
  6,500  *         American Re Corp.                              209,625          67
  6,500            A T & T Corp.                                  326,625         104
  4,000  *         AMR Corp                                       213,000          68
  2,000            Capital Cities  ABC Inc.                       170,500          54
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                <C>                                        <C>          <C>
  5,000            Chrysler Corp.                                 245,000          78
  2,500            Dow Chemical Co.                               168,125          54
  5,000            Exxon Corp.                                    303,750          97
  2,500            Federal National Mortgage Association          182,188          58
  5,000            General Electric Co.                           255,000          81
  2,500            Gillette Co.                                   186,875          60
  2,000            Hewlett-Packard Co                             199,750          64
  2,500            International Paper Co.                        188,438          60
  4,000            J.C. Penney Co.                                178,500          57
  6,000            Johnson & Johnson                              328,500         105
  5,000            Kimberly Clark Corp.                           252,500          81
 10,000            MCI Communications                             183,750          59
  2,000            Minnesota Mining & Manufacturing Co.           106,750          34
  5,000            Pepsico, Inc.                                  181,250          58
 15,000            Unocal Corp.                                   408,750         131
    696  *         Viacom Inc. Class "A"                           28,971           9
  5,273  *         Viacom Inc. Class "B"                          214,216          68
  8,300            York International Corp.                       306,063          99
- -------------------------------------------------------------------------------------
                                                                5,205,626       1,663
- -------------------------------------------------------------------------------------
                   United Kingdom--8.8%
 14,000            Abbey National PLC                              94,291          30
 45,000            Bass PLC                                       362,218         116
212,000            BET PLC                                        336,635         108
 15,000            British Telecommunications PLC                  88,588          28
 35,000            Cadbury Schwepps PLC                           236,001          75
 50,000            General Electric PLC                           215,115          69
 15,500            Kwik Save Group PLC                            133,373          43
 49,200            Redland PLC                                    354,078         113
 35,000            Royal Insurance Holdings PLC                   152,771          49
 34,000            Smith (W.H.) & Son Group "A" PLC               254,793          81
 72,000            Tomkins PLC                                    247,817          79
 20,000            Zeneca Group PLC                               275,038          88
- -------------------------------------------------------------------------------------
                                                                2,750,718         879
- -------------------------------------------------------------------------------------
                   France--6.0%
  3,044            Compagnie De Saint Gobain                      350,214         112
  1,528            Euro Rscg Worldwide S.A.                       157,473          50
  1,000            Groupe Danone                                  140,347          45
  7,600  *         Renault S.A.                                   251,349          80
  3,600            Societe Generale Paris                         378,430         121
  4,200  *         Technip SA                                     191,947          61
  5,000            Total SA                                       290,624          93
  1,800  *         Ugine SA (Note 5)                              126,481          41
- -------------------------------------------------------------------------------------
                                                                1,886,865         603
- -------------------------------------------------------------------------------------
                   Germany-- 4.4%
  1,300            Bayer AG                                       304,448          97
    600            Deutsche Bank AG                               278,707          89
    900            Mannesmann AG                                  245,030          78
    200            Schering AG                                    130,966          42
    400            Siemens AG                                     166,450          53
    750            Veba AG                                        259,739          83
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                <C>                                        <C>          <C>
- -------------------------------------------------------------------------------------
                                                                1,385,340         442
- -------------------------------------------------------------------------------------
                   Australia--4.4 %
 50,892            Amcor Ltd.                                     367,903         118
 26,235            Broken Hill Proprietary Ltd.                   398,439         127
 62,000            Coles Myer Ltd.                                210,633          67
 28,205            National Australia Bank Ltd.                   226,210          72
 67,492            Pacific Dunlop Ltd.                            179,562          57
- -------------------------------------------------------------------------------------
                                                                1,382,747         441
- -------------------------------------------------------------------------------------
                   Netherlands--3.6 %
 30,000            Elsevier NV CVA                                312,909         100
  5,050            International Nederlanden CVA                  238,631          76
  2,500            Royal Dutch Petroleum  NV CVA                  272,285          87
  2,500            Unilever NV CVA                                293,750          94
- -------------------------------------------------------------------------------------
                                                                1,117,575         357
- -------------------------------------------------------------------------------------
                   Spain--2.8%
  4,000            ENDESA                                         162,880          52
  4,000            Empresa Nacional De Electricidad               162,000          52
                   S.A.(ADR)
 10,000            Repsol S.A. (ADR)                              272,500          87
 10,000            Tabacalera                                     266,656          85
- -------------------------------------------------------------------------------------
                                                                  864,036         276
- -------------------------------------------------------------------------------------
                   Hong Kong--2.6%
100,000            Cathay Pacific Airways Ltd.                    145,400          46
 17,200            HSBC Holdings PLC                              185,626          59
 42,000            Hutchison Whampoa Ltd.                         169,907          54
 34,000            Swire Pacific Ltd. Class "A"                   211,810          68
 30,000            Wharf Holdings                                 101,199          32
- -------------------------------------------------------------------------------------
                                                                  813,942         259
- -------------------------------------------------------------------------------------
                   Switzerland--2.4%
    600            Ciba-Geigy AG Regd                             358,076         114
    400            Nestle SA Regd                                 381,153         122
- -------------------------------------------------------------------------------------
                                                                  739,229         236
- -------------------------------------------------------------------------------------
                   Sweden--2.4%
 13,000            AGA AB Series "B" Free                         119,786          38
 12,100            Astra AB Series "A" Free                       312,507         100
 19,000            Pharmacia AB Series "A" Free                   304,139          97
- -------------------------------------------------------------------------------------
                                                                  736,432         235
- -------------------------------------------------------------------------------------
                   Singapore--2.3%
 25,000            Development Bank of Singapore                  257,205          82
 55,000            Keppel Corp.                                   467,769         149
- -------------------------------------------------------------------------------------
                                                                  724,974         231
- -------------------------------------------------------------------------------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                <C>                                        <C>          <C>
                   Canada--2.1%
 23,000            Canadian Pacific Ltd.                          345,000         110
 20,000            Westcoast Energy Inc.                          317,249         101
- -------------------------------------------------------------------------------------
                                                                  662,249         211
- -------------------------------------------------------------------------------------
                   Malaysia--2.1%
 33,333            Arab Malaysian Finance                          86,152          28
 98,400            Sime Darby Berhad                              225,424          72
 23,000            Telekom Malaysia                               155,823          50
 50,000            Tenaga Nasional Bhd                            197,765          63
- -------------------------------------------------------------------------------------
                                                                  665,164         213
- -------------------------------------------------------------------------------------
                   Mexico--1.8%
 20,000            Kimberly Clark Mexican Class "A"               236,750          76
  8,000            Telefonos De Mexico S.A. (ADR) Class "L"       328,000         105
- -------------------------------------------------------------------------------------
                                                                  564,750         181
- -------------------------------------------------------------------------------------
                   New Zealand--1.8%
100,000            Carter Holt Havley Ltd.                        204,840          65
 60,000            Lion Nathan Ltd.                               114,456          37
 76,000            Telecom Corp New Zealand Ltd. (Note 5)         248,117          79
- -------------------------------------------------------------------------------------
                                                                  567,413         181
- -------------------------------------------------------------------------------------
                   Norway--1.8%
 10,000            Hafslund Nyco Series "A" Free                  213,630          68
 31,000            Saga Petroleum Series "A" Free                 336,855         108
- -------------------------------------------------------------------------------------
                                                                  550,485         176
- -------------------------------------------------------------------------------------
                   Denmark--1.7%
  8,700  *         Tele Danmark A/S Class "B" (ADS)               221,850          71
  8,000            Unidanmark A/S Class "A" Regd (3,000           307,615          98
                   shares 144A Securities-Note 5)
- -------------------------------------------------------------------------------------
                                                                  529,465         169
- -------------------------------------------------------------------------------------
                   Italy--1.6%
 33,000            Istituto Mobiliare Italiano                    202,808          65
110,000            Telecom Italia SPA                             286,143          91
- -------------------------------------------------------------------------------------
                                                                  488,951         156
- -------------------------------------------------------------------------------------
                   Argentina--.9%
  3,450            Banco De Galicia Y Buenos Aires S.A.            59,512          19
                   Class "B" (ADR)
  2,000            Telefonica De Argentina S.A. Class "B"         106,000          34
                   (ADR)
  5,000            YPF Soceidad Anonima S.A. Class "D"            106,875          34
                   (ADR)
- -------------------------------------------------------------------------------------
                                                                  272,387          87
- -------------------------------------------------------------------------------------
                   Chile--.9%
  3,500            Compania De Telefonos De Chile S.A.            275,625          88
                   (ADR)
- -------------------------------------------------------------------------------------
                   Portugal--.6%
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                <C>                                        <C>          <C>
 15,000  *         Banco Commercial Portugese Regd                195,979          63
- -------------------------------------------------------------------------------------
                   Austria-- .4%
  1,000            EVN                                            129,910          41
- -------------------------------------------------------------------------------------
                   India--.1%
  2,000            ITC Ltd. (GDR) (Note 5)                         24,228           8
  1,000  *         Reliance Industries (GDS) (Note 5)              21,996           7
- -------------------------------------------------------------------------------------
                                                                   46,224          15
- -------------------------------------------------------------------------------------
                   Total Value of Common Stocks (cost          28,445,268       9,085
                   $26,219,411)
- -------------------------------------------------------------------------------------
                  Preferred Stocks--.3%
    200           Krones AG (cost $142,932)                       112,257          36
- -------------------------------------------------------------------------------------
                  U.S. GOVERNMENT OBLIGATIONS--5.5%
 $1,730M          United States Treasury Bill 5.395%,
                  3/23/95 (cost $1,709,000)                     1,709,000         546
- -------------------------------------------------------------------------------------
                  REPURCHASE AGREEMENTS--.5%
    151M          Paine Webber Inc., 5.85%,1/3/95 
                   (Collateralized by U.S. Treasury Notes 
                   4 1/8%, 6/30/95) (cost $151,000)               151,000          48
- -------------------------------------------------------------------------------------
Total Value of Investments (cost      
 $28,222,343)                         97.2%                    30,417,525       9,715
Other Assets, Less Liabilities         2.8                        890,972         285
- -------------------------------------------------------------------------------------
Net Assets                           100.0%                   $31,308,497     $10,000
=====================================================================================

* Non-income producing
</TABLE>

See notes to financial statements

<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund--INTERNATIONAL SECURITIES SERIES

At December 31, 1994, sector diversification of the portfolio was as follows:
- --------------------------------------------------------------------------------------------
                                                                    Percentage
Sector Diversification                                           of Net Assets         Value
- --------------------------------------------------------------------------------------------
<S>                                                                       <C>    <C>
Financial Services                                                        12.6%  $ 3,945,210
Energy                                                                     8.4     2,643,239
Drugs                                                                      7.9     2,457,091
Telecommunications                                                         7.8     2,441,279
Electrical Equipment                                                       5.2     1,628,484
Industrial Services                                                        4.6     1,442,415
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                                       <C>    <C>
Food/Beverage/Tobacco                                                      4.6     1,439,653
Electronics/Instruments/Components                                         3.9     1,220,363
Household Products                                                         3.1       969,875
Insurance                                                                  2.7       852,177
Building Materials                                                         2.3       727,741
Transportation                                                             2.3       703,400
Chemicals                                                                  2.2       696,826
Retail Trade                                                               2.2       696,440
Conglomerates                                                              2.2       679,579
Real Estate/Construction                                                   2.1       642,637
Media/Cable Television                                                     2.0       640,882
Miscellaneous                                                              2.0       625,693
Machinery/Diversified                                                      2.0       622,227
Automotive                                                                 1.6       496,349
Manufacturing/Diversified                                                  1.4       424,592
Electric & Gas Utilities                                                   1.0       324,880
Consumer Durables                                                           .9       291,669
Natural Gas                                                                 .9       290,624
Gaming/Lodging                                                              .9       266,656
Retail/General Merchandise                                                  .8       254,793
Entertainment                                                               .8       243,187
Housing                                                                     .7       206,973
Utilities                                                                   .6       197,765
Paper/Forest Products                                                       .6       188,438
Consumer Non-Durables                                                       .5       169,907
Metals/Miscellaneous                                                        .4       126,481
Repurchase Agreements                                                       .5       151,000
U.S. Government Obligations                                                5.5     1,709,000
- --------------------------------------------------------------------------------------------
Total Investments                                                         97.2    30,417,525
Other Assets, Less Liabilities                                             2.8       890,972
- --------------------------------------------------------------------------------------------
Net Assets                                                               100.0%  $31,308,497
============================================================================================
</TABLE>

See notes to financial statements

<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund--INVESTMENT GRADE SERIES
December 31, 1994
- -------------------------------------------------------------------------------------------------------
                                                                                                 Amount
                                                                                               Invested
                                                                                               For Each
Principal                                                                                    $10,000 of
Amount           Security                                                             Value  Net Assets
- -------------------------------------------------------------------------------------------------------
<S>              <C>                                                            <C>          <C>
</TABLE> 
<PAGE>
 
<TABLE> 
<S>              <C>                                                            <C>          <C>
                 CORPORATE BONDS--74.4%
                 Aerospace/Defense--5.1%
     $ 100M      Allison Engine Co., Inc., 10%, 2003                            $   103,000     $    89
       300M      Boeing Co., 6.35%, 2003                                            265,255         229
       250M      Lockheed Corp., 6 3/4%, 2003                                       224,726         194
- -------------------------------------------------------------------------------------------------------
                                                                                    592,981         512
- -------------------------------------------------------------------------------------------------------
                 Building Materials--.9%
       100M      Masco Corp., 9%, 2001                                              102,408          88
- -------------------------------------------------------------------------------------------------------
                 Computers/Software/Business Equipment--.9%
       100M      Card Establishment Services, Inc., 10%, 2003                       104,500          90
- -------------------------------------------------------------------------------------------------------
                 Conglomerates--4.4%
       300M      Hanson Overseas, B.V., 7 3/8%, 2003                                281,980         243
       250M      Tenneco, Inc., 7 7/8%, 2002                                        239,043         206
- -------------------------------------------------------------------------------------------------------
                                                                                    521,023         449
- -------------------------------------------------------------------------------------------------------
                 Consumer Products--2.0%
       250M      Mattel, Inc., 6 3/4%, 2000                                         230,963         199
- -------------------------------------------------------------------------------------------------------
                 Electric & Gas
                 Utilities--14.2%
       250M      Baltimore Gas & Electric Co., 6 1/2%, 2003                         221,976         192
       200M      Carolina Power & Light Co., 7 3/4%, 2003                           191,952         165
       250M      Duke Power Co., 5 7/8%, 2003                                       212,654         184
       200M      Kansas Gas & Electric Co., 7.6%, 2003                              188,662         163
        75M      Old Dominion Electric Cooperative, 7.97%, 2002                      73,447          63
       300M      Pennsylvania Power & Light Co., 6 7/8%, 2003                       269,736         232
       250M      Philadelphia Electric Co., 8%, 2002                                242,408         209
       200M      SCE Capital Corp., 7 3/8%, 2003                                    185,507         160
        75M      Southwestern Electric Power Co., 7%, 2007                           66,707          57
- -------------------------------------------------------------------------------------------------------
                                                                                  1,653,049       1,425
- -------------------------------------------------------------------------------------------------------
                 Financial Services--13.1%
        75M      Banc One Corp., 7 1/4%, 2002                                        69,107          60
        40M      BankAmerica Corp., 9 1/2%, 2001                                     41,440          36
       200M      Barnett Banks, Inc., 8 1/2%, 1999                                  200,055         172
       300M      Chemical Bank, Inc., 7%, 2005                                      264,418         228
       200M      Citicorp, 8%, 2003                                                 192,232         166
       150M      First Union Corp., 8 1/8%, 2002                                    145,675         126
       250M      Fleet Financial Group, 6 7/8%, 2003                                223,559         193
       250M      Mellon Bank N.A., 6 1/2%, 2005                                     211,966         183
        50M      Meridian Bancorp, 7 7/8%, 2002                                      47,666          41
        75M      Morgan Guaranty Trust Co., 7 3/8%, 2002                             71,691          62
        50M      Nationsbank Corp., 8 1/8%, 2002                                     48,351          42
- -------------------------------------------------------------------------------------------------------
                                                                                  1,516,160       1,309
- -------------------------------------------------------------------------------------------------------
                 Food/Beverage/Tobacco--1.8%
        25M      Coca-Cola Enterprises, Inc., 7 7/8%, 2002                           24,362          21
       200M      Philip Morris Cos., Inc., 7 1/8%, 2002                             182,111         157
- -------------------------------------------------------------------------------------------------------
                                                                                    206,473         178
</TABLE> 
<PAGE>
 
<TABLE> 
<S>              <C>                                                            <C>          <C>
- -------------------------------------------------------------------------------------------------------
                 Healthcare--1.3%
       150M      Healthtrust, Inc., 8 3/4%, 2005                                    144,750         125
- -------------------------------------------------------------------------------------------------------
                 Investment/Finance
                 Companies--7.7%
       300M      Associates Corp of North America, 7 7/8%, 2001                     291,016         251
       300M      General Electric Capital Corp., 7 7/8%, 2006                       290,150         250
       300M      General Motors Acceptance Corp., 7 1/8%, 1999                      282,221         243
        25M      Heller Financial, Inc., 9 3/8%, 1998                                25,642          22
- -------------------------------------------------------------------------------------------------------
                                                                                    889,029         766
- -------------------------------------------------------------------------------------------------------
                 Oil/Natural Gas--4.2%
       250M      BP America, Inc., 7 7/8%, 2002                                     243,918         210
       250M      Marathon Oil Co., 8 1/2%, 2000                                     248,871         214
- -------------------------------------------------------------------------------------------------------
                                                                                    492,789         424
- -------------------------------------------------------------------------------------------------------
                 Paper/Forest Products--4.4%
       250M      Stone Container Corp., 10 3/4%, 2002                               249,375         215
       250M      Temple Inland, Inc., 9%, 2001                                      257,754         222
- -------------------------------------------------------------------------------------------------------
                                                                                    507,129         437
- -------------------------------------------------------------------------------------------------------
                 Retail/General
                 Merchandise--1.9%
       250M      Penney J.C & Co., 6 1/8%, 2003                                     216,303         186
- -------------------------------------------------------------------------------------------------------
                 Technology--4.2%
       250M      International Business Machines Corp., 6 3/8%, 2000                228,771         197
       275M      Xerox Corp., 7.15%, 2004                                           253,314         218
- -------------------------------------------------------------------------------------------------------
                                                                                    482,085         415
- -------------------------------------------------------------------------------------------------------
                 Telecommunications--1.6%
       200M      Tele-Communications, Inc., 8 1/4%, 2003                            188,625         163
- -------------------------------------------------------------------------------------------------------
                 Telephone--6.7%
        30M      GTE Corp., 8.85%, 1998                                              30,393          26
       350M      MCI Communication Corp., 7 1/2%, 2004                              331,062         285
       200M      Pacific Bell Telephone Co., 7%, 2004                               183,819         158
       250M      Southern Bell Telephone & Telegraph Co., Inc., 8 1/8%, 2017        235,962         203
- -------------------------------------------------------------------------------------------------------
                                                                                    781,236         672
- -------------------------------------------------------------------------------------------------------
                 Total Value of Corporate Bonds (cost $9,368,991)                 8,629,503       7,438
- -------------------------------------------------------------------------------------------------------
                 U.S. GOVERNMENT OBLIGATIONS--12.1%
       300M      Federal Home Loan Mortgage Corp., 7.88%, 2004                      283,406         244
       690M      United States Treasury Notes, 8 7/8%, 1997                         708,220         610
       450M      United States Treasury Notes, 5 1/4%, 1998                         413,930         357
- -------------------------------------------------------------------------------------------------------
                 Total Value of U.S. Government Obligations (cost $1,534,779)     1,405,556       1,211
- -------------------------------------------------------------------------------------------------------
                 SHORT-TERM CORPORATE
                 NOTES--11.2%
       550M      Florida Power Corp., 5.95%, 1/6/95                                 549,546         474
       400M      Ford Motor Credit Co.,5.82%, 1/13/95                               399,224         344
</TABLE> 
<PAGE>
 
<TABLE> 
<S>              <C>                                                            <C>          <C>
       350M      General Electric Credit Corp., 5.80%, 1/11/95                      349,436         301
- -------------------------------------------------------------------------------------------------------
                 Total Value of Short-Term Corporate Notes (cost $1,298,206)      1,298,206       1,119
- -------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $12,201,976)                97.7%               11,333,265       9,768
Other Assets, Less Liabilities                                2.3                   269,211         232
- -------------------------------------------------------------------------------------------------------
Net Assets                                                  100.0%              $11,602,476     $10,000
=======================================================================================================
</TABLE>

See notes to financial statements

<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund--UTILITIES INCOME SERIES
December 31, 1994
- ------------------------------------------------------------------------------------
                                                                              Amount
                                                                            Invested
                                                                            For Each
                                                                          $10,000 of
 Shares      Security                                             Value   Net Assets
- ------------------------------------------------------------------------------------
<S>          <C>                                             <C>          <C>  
             COMMON STOCKS--78.6%
             Consumer Services--.2%
   300       Time Warner Inc.                                $   10,538      $    22
- ------------------------------------------------------------------------------------
             Electric Power--37.7%
 3,100       American Electric Power Co.                        101,913          216
 3,000       Baltimore Gas & Electric Co.                        66,375          141
 1,800       Boston Edison Co.                                   42,975           91
 2,000       Carolina Power & Light Co.                          53,250          113
 2,500       Cinergy Corp.                                       58,437          124
 2,000       CMS Energy Corp.                                    45,750           97
 4,000       DPL, Inc.                                           82,000          174
 3,300       DQE, Inc.                                           97,762          207
 3,000       Duke Power Co.                                     114,375          242
 2,500       Eastern Utilities Association                       55,000          117
   300       Empresa Nacional De Electricidad                    12,150           26
 3,000       FPL Group, Inc.                                    105,375          222
 2,000       General Public Utilities Corp.                      52,500          111
 2,500       Illinova Corp.                                      54,375          115
 2,000       New England Electric System                         64,250          136
 3,000       Nipsco Industries, Inc.                             89,250          189
 2,000       Northern States Power Co.                           88,000          186
 5,000       PacifiCorp                                          90,625          192
 1,500       Peco Energy Co.                                     36,750           78
 6,000       Pinnacle West Capital Corp.                        118,500          251
</TABLE> 
<PAGE>
 
<TABLE> 
<S>          <C>                                             <C>          <C>  
 1,000       Public Service Co. of Colorado                      29,375           62
 3,000  *    Public Service Co. of New Mexico                    39,000           83
 1,000       Public Service Enterprise Group Inc.                26,500           56
 3,000       Southern Co.                                        60,000          127
 4,000       Teco Energy Inc.                                    80,500          171
 2,000       Texas Utilities Co.                                 64,000          136
 2,000       Wisconsin Energy Corp.                              51,750          110
- ------------------------------------------------------------------------------------
                                                              1,780,737        3,773
- ------------------------------------------------------------------------------------
             Energy--6.4%
 1,000       Coastal Corp.                                       25,750           55
 2,500       Enron Corp.                                         76,250          161
 1,700       NICOR, Inc.                                         38,675           82
 3,100       Pacific Enterprises                                 65,875          140
   500       Royal Dutch Petroleum Co.                           53,750          114
 1,400       Sonat, Inc.                                         39,200           83
- ------------------------------------------------------------------------------------
                                                                299,500          635
- ------------------------------------------------------------------------------------
             Energy Exploration/Production--.4%
 1,000  *    Seagull Energy Corp.                                19,125           41
- ------------------------------------------------------------------------------------
             Natural Gas--7.6%
 1,600       Atlanta Gas Light Co.                               48,000          102
 1,000       Brooklyn Union Gas Co.                              22,250           47
   500       KN Energy, Inc.                                     11,875           25
 1,200       MCN Corp.                                           21,750           46
 2,400       National Fuel Gas Co.                               61,200          130
 2,000       New Jersey Resources Corp.                          45,250           96
 1,500       Piedmont Natural Gas Co., Inc.                      28,313           60
 2,500       UGI Corp.                                           50,938          108
 1,000       Washington Energy Co.                               13,500           29
 2,000       Wicor, Inc.                                         56,750          119
- ------------------------------------------------------------------------------------
                                                                359,826          762
- ------------------------------------------------------------------------------------
             Technology--4.0%
 1,500  *    Airtouch Communications, Inc.                       43,687           93
 4,000       MCI Communications Corp.                            73,500          156
   600       Motorola, Inc.                                      34,725           74
   300       Northern Telecom Ltd.                               10,012           21
 1,000       Sprint Corp.                                        27,625           59
- ------------------------------------------------------------------------------------
                                                                189,549          403
- ------------------------------------------------------------------------------------
             Telecommunications--2.6%
 1,000  *    LDDS Communications, Inc.                           19,437           41
 1,000  *    Mobile Telecommunication Technologies Corp.         19,500           41
 2,000       SBC Communications Inc.                             80,750          171
- ------------------------------------------------------------------------------------
                                                                119,687          253
- ------------------------------------------------------------------------------------
             Telephone/Utilities--19.7%
 3,000       Alltel Corp.                                        90,375          191
 3,500       Ameritech Corp.                                    141,313          299
</TABLE> 
<PAGE>
 
<TABLE> 
<S>          <C>                                             <C>          <C>  
 2,000       A T & T Corp.                                      100,500          213
 2,000       Bell Atlantic Corp.                                 99,500          211
 2,000       Bellsouth Corp.                                    108,250          229
 3,500       GTE Corp.                                          106,312          225
 1,000  *    MFS Communications Co.                              32,750           69
 2,000       Nynex Corp.                                         73,500          156
 2,000       Pacific Telesis Group                               57,000          121
 2,000  *    Rochester Telephone Corp.                           42,250           90
   700       Telefonica De Espana (ADR)                          24,588           52
 1,500       U.S. West, Inc.                                     53,438          113
- ------------------------------------------------------------------------------------
                                                                929,776        1,969
- ------------------------------------------------------------------------------------
             Total Value of Common Stocks (cost $3,843,448)   3,708,738        7,858
- ------------------------------------------------------------------------------------
             SHORT-TERM CORPORATE NOTES--21.7%
$  225M       Central Louisiana Electric  Co. 5.85%, 1/3/95     224,941          476
   225M         Lubrizol Corp. 6.00%, 1/6/95                    224,812          476
   225M         Oklahoma Gas & Electric Co. 5.90%, 1/11/95      224,631          476
   350M         Pitney Bowes, Inc. 5.95%, 1/9/95                349,538          741
- ------------------------------------------------------------------------------------
             Total Value of Short-Term Corporate Notes
             (cost $1,023,922)                                1,023,922        2,169
- ------------------------------------------------------------------------------------
Total Value of Investments (cost $4,867,370)   100.3%         4,732,660       10,027
Excess of Liabilities Over Other Assets          (.3)           (12,633)         (27)
- ------------------------------------------------------------------------------------
Net Assets                                     100.0%        $4,720,027      $10,000
====================================================================================
* Non-income producing

</TABLE>

See notes to financial statements

<TABLE>
<CAPTION>
Statement of Assets and Liabilities
FIRST INVESTORS LIFE SERIES FUND
December 31, 1994
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                               CASH
                                                                  BLUE CHIP    MANAGEMENT  DISCOVERY     GOVERNMENT   GROWTH
                                                                  -----------  ----------  -----------   ----------   -----------
<S>                                                               <C>          <C>         <C>           <C>          <C> 
Assets
Investments in securities:
At identified cost                                                $39,926,978  $3,940,559  $32,330,328   $7,979,586   $31,366,691
                                                                  ===========  ==========  ===========   ==========   ===========
At value (Note 1A)                                                $40,280,776  $3,940,559  $33,303,472   $7,736,109   $32,699,783
Cash (overdraft)                                                    2,309,427      13,442     (194,076)      59,970        22,737
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                               <C>          <C>         <C>           <C>          <C> 
Receivables:
Investment securities sold                                          2,279,986          --           --           --            --
Interest and dividends                                                100,719          --       11,859      103,437        50,432
Trust shares sold                                                      23,848       3,731       98,339        5,604        90,797
Other assets                                                              141         644          578           --           593
                                                                  -----------  ----------  -----------   ----------   -----------
Total Assets                                                       44,994,897   3,958,376   33,220,172    7,905,120    32,864,342
                                                                  -----------  ----------  -----------   ----------   -----------
Liabilities
Payables:
Investment securities purchased                                     3,461,850          --    2,895,677           --            --
Trust shares redeemed                                                  73,721      22,810       55,729       24,865        41,062
Accrued advisory fee                                                   25,655         988       18,376        2,292        20,027
Accrued expenses                                                        9,370       6,023        6,776           --         6,061
                                                                  -----------  ----------  -----------   ----------   -----------
Total Liabilities                                                   3,570,596      29,821    2,976,558       27,157        67,150
                                                                  -----------  ----------  -----------   ----------   -----------
Net Assets                                                        $41,424,301  $3,928,555  $30,243,614   $7,877,963   $32,797,192
                                                                  ===========  ==========  ===========   ==========   ===========
Net Assets Consist of:
Capital paid in                                                   $37,581,050  $3,928,555  $27,184,884   $8,402,775   $30,747,717
Undistributed net investment income                                   568,071          --       93,202      506,859       176,061
Accumulated net realized gain (loss) on investments
and foreign currencies                                              2,921,382          --    1,992,384     (788,194)      540,322
Net unrealized appreciation (depreciation) in value of
investments and foreign currency related transactions                 353,798          --      973,144     (243,477)    1,333,092
                                                                  -----------  ----------  -----------   ----------   -----------
Total                                                             $41,424,301  $3,928,555  $30,243,614   $7,877,963   $32,797,192
                                                                  ===========  ==========  ===========   ==========   ===========
Shares of Beneficial Interest Outstanding (Note 2)                  3,012,284   3,928,555    1,522,470      811,929     1,960,481
                                                                  ===========  ==========  ===========   ==========   ===========
Net Asset Value, Offering and Redemption Price Per                     $13.75       $1.00       $19.86        $9.70        $16.73
                                                                  ===========  ==========  ===========   ==========   ===========
(Net assets divided by shares outstanding)
</TABLE>

See notes to financial statements

<TABLE>
<CAPTION>
Statement of Assets and Liabilities (Cont'd)
FIRST INVESTORS LIFE SERIES FUND
December 31, 1994
- ------------------------------------------------------------------------------------------------------------------------
                                                                                INTERNATIONAL  INVESTMENT    UTILITIES
                                                                  HIGH YIELD    SECURITIES     GRADE         INCOME
                                                                  -----------   -------------  -----------   ----------
<S>                                                               <C>           <C>            <C>           <C>
Assets
Investments in securities:
At identified cost                                                $33,143,225     $28,222,343  $12,201,976   $4,867,370
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                               <C>           <C>            <C>           <C>
                                                                  ===========     ===========  ===========   ==========
At value (Note 1A)                                                $31,281,000     $30,417,525  $11,333,265   $4,732,660
Cash (overdraft)                                                      371,436         616,473       72,125       31,020
Receivables:
Investment securities sold                                                 --         166,638           --           --
Interest and dividends                                                663,762          79,162      196,168       15,541
Trust shares sold                                                      56,743         163,906       45,790       73,286
Other assets                                                              792             132           --           --
                                                                  -----------     -----------  -----------   ----------
Total Assets                                                       32,373,733      31,443,836   11,647,348    4,852,507
                                                                  -----------     -----------  -----------   ----------
Liabilities
Payables:
Investment securities purchased                                            --          80,676           --      127,937
Trust shares redeemed                                                  60,005          16,964       39,255        3,085
Accrued advisory fee                                                   19,920          19,192        3,376        1,325
Accrued expenses                                                        9,062          18,507        2,241          133
                                                                  -----------     -----------  -----------   ----------
Total Liabilities                                                      88,987         135,339       44,872      132,480
                                                                  -----------     -----------  -----------   ----------
Net Assets                                                        $32,284,746     $31,308,497  $11,602,476   $4,720,027
                                                                  ===========     ===========  ===========   ==========
Net Assets Consist of:
Capital paid in                                                   $32,264,201     $28,230,113  $11,913,551   $4,844,733
Undistributed net investment income                                 2,971,294         279,003      605,176      110,079
Accumulated net realized gain (loss) on investments
and foreign currencies                                             (1,088,524)        605,023      (47,540)    (100,075)
Net unrealized appreciation (depreciation) in value of
investments and foreign currency related transacti                 (1,862,225)      2,194,358     (868,711)    (134,710)
                                                                  -----------     -----------  -----------   ----------
Total                                                             $32,284,746     $31,308,497  $11,602,476   $4,720,027
                                                                  ===========     ===========  ===========   ==========
Shares of Beneficial Interest Outstanding (Note 2)                  3,050,689       2,317,817    1,125,041      513,634
                                                                  ===========     ===========  ===========   ==========
Net Asset Value, Offering and Redemption Price Per                     $10.58          $13.51       $10.31        $9.19
                                                                  ===========     ===========  ===========   ==========
(Net assets divided by shares outstanding)
</TABLE>

See notes to financial statements


<TABLE>
<CAPTION>
Statement of Operations
FIRST INVESTORS LIFE SERIES FUND
Year Ended December 31, 1994
- ------------------------------------------------------------------------------------------------------------
                                                                       CASH
                                                        BLUE CHIP      MANAGEMENT  DISCOVERY     GOVERNMENT
                                                        ------------   ----------  -----------   ----------
<S>                                                     <C>            <C>         <C>           <C>
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                     <C>            <C>         <C>           <C>
Investment Income
Income:
Interest                                                 $   164,430     $167,684  $   237,179    $ 557,614
Dividends                                                    739,647           --       84,495           --
Consent fees                                                      --           --           --           --
                                                         -----------     --------  -----------    ---------
Total income                                                 904,077      167,684      321,674      557,614
                                                         -----------     --------  -----------    ---------
Expenses:
Advisory fee (Note 6)                                        286,413       29,282      194,546       58,949
Professional fees                                             17,084        3,889       12,844        5,373
Reports to shareholders                                       19,356        2,098       12,822        3,943
Custodian fees                                                    46        4,347           --           --
Other expenses                                                12,959        1,076        8,260        2,453
                                                         -----------     --------  -----------    ---------
Total expenses                                               335,858       40,692      228,472       70,718
Less: Expenses waived or assumed (Note 6)                         --       17,258           --       43,209
                                                         -----------     --------  -----------    ---------
Expenses--net                                                335,858       23,434      228,472       27,509
                                                         -----------     --------  -----------    ---------
Net investment income                                        568,219      144,250       93,202      530,105
                                                         -----------     --------  -----------    ---------
Realized and Unrealized Gain (Loss) on Investments
and Foreign Currencies (Note 3):
Net realized gain (loss) on investments                    2,931,871           61    1,992,419     (786,678)
and foreign currencies
Net unrealized depreciation of investments
   and foreign currency related transactions              (4,069,423)          --   (2,687,366)     (75,120)
                                                         -----------     --------  -----------    ---------
Net gain (loss) on investments                            (1,137,552)          61     (694,947)    (861,798)
                                                         -----------     --------  -----------    ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations                                          $  (569,333)    $144,311  $  (601,745)   $(331,693)
                                                         ===========     ========  ===========    =========
+Net of $37,429 foreign taxes withheld.
(a)Includes $3,391 of net realized foreign
   currency gains
(b)Includes $824 of net unrealized depreciation
   on foreign currency transactions
</TABLE>

See notes to financial statements

<TABLE>
<CAPTION>
Statement of Operations (cont'd)
FIRST INVESTORS LIFE SERIES FUND
Year Ended December 31, 1994
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>       <C>            <C> 
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                                  INTERNATIONAL      INVESTMENT    UTILITIES
                                                        GROWTH       HIGH YIELD    SECURITIES          GRADE        INCOME
                                                      -----------   -----------   --------------     -----------   ---------
<S>                                                   <C>           <C>           <C>                <C>          <C>
Investment Income
Income:
Interest                                                $  65,229    $3,159,200        $  96,348       $ 770,466   $  12,334
Dividends                                                 374,665        59,788         512,398+              --     107,596
Consent fees                                                   --        30,500               --              --          --
                                                        ---------    ----------        ---------       ---------   ---------
Total income                                              439,894     3,249,488          608,746         770,466     119,930
                                                        ---------    ----------        ---------       ---------   ---------
Expenses:
Advisory fee (Note 6)                                     218,813       236,209          202,739          82,832      20,935
Professional fees                                          13,337        15,278           12,390           6,335       2,841
Reports to shareholders                                    14,711        15,185           14,588           5,672         848
Custodian fees                                              8,121            --           42,160             430         672
Other expenses                                              8,851        11,425            5,763           6,161       1,129
                                                        ---------    ----------        ---------       ---------   ---------
Total expenses                                            263,833       278,097          277,640         101,430      26,425
Less: Expenses waived or assumed (Note 6)                      --            --               --          60,546      21,652
                                                        ---------    ----------        ---------       ---------   ---------
Expenses--net                                             263,833       278,097          277,640          40,884       4,773
                                                        ---------    ----------        ---------       ---------   ---------
Net investment income                                     176,061     2,971,391          331,106         729,582     115,157
                                                        ---------    ----------        ---------       ---------   ---------
Realized and Unrealized Gain (Loss) on Investments
and Foreign Currencies (Note 3):
Net realized gain (loss) on investments
 and foreign currencies                                   555,580      (106,914)         913,209(a)      (47,540)   (100,075)
Net unrealized depreciation of investments and
currency related transactions foreign                  (1,490,527)   (3,352,582)      (1,619,867)(b)  (1,054,894)   (132,614)
                                                        ---------    ----------        ---------       ---------   ---------
Net gain (loss) on investments                           (934,947)   (3,459,496)        (706,658)     (1,102,434)   (232,689)
                                                        ---------    ----------        ---------       ---------   ---------
Net Increase (Decrease) in Net Assets Resulting
from Operations                                         $(758,886)   $ (488,105)       $(375,552)      $(372,852)  $(117,532)
                                                        =========    ==========        =========       =========   =========
+Net of $37,429 foreign taxes withheld.
(a)Includes $3,391 of net realized
  foreign currency gains
(b)Includes $824 of net unrealized depreciation
  on foreign currency transactions
</TABLE>

See notes to financial statements
<PAGE>
 
<TABLE>
<CAPTION>

Statement of Changes in Net Assets
FIRST INVESTORS LIFE SERIES FUND
- -----------------------------------------------------------------------------------------------------------------
                                                                   BLUE CHIP                CASH MANAGEMENT
                                                           --------------------------  --------------------------
Year Ended December 31,                                        1994          1993          1994          1993
                                                           ------------  ------------  ------------  ------------
<S>                                                        <C>           <C>           <C>           <C>
Increase (Decrease) in Net Assets
from Operations
Net investment income (loss)                               $   568,219   $   362,657   $   144,250   $   175,573
Net realized gain (loss) on investments
and foreign currencies                                       2,931,871       440,707            61            81
Net unrealized appreciation (depreciation)
of investments and foreign currency
related transactions                                        (4,069,423)    1,544,756            --            --
                                                           -----------   -----------   -----------   -----------
Total increase (decrease) in net assets
resulting from operations                                     (569,333)    2,348,120       144,311       175,654
                                                           -----------   -----------   -----------   -----------
Distributions to Shareholders from:
Net investment income                                         (204,030)     (316,583)     (144,311)     (175,573)
Net realized gain on investments                              (416,537)           --            --           (81)
                                                           -----------   -----------   -----------   -----------
Total distributions                                           (620,567)     (316,583)     (144,311)     (175,654)
                                                           -----------   -----------   -----------   -----------
Trust Share Transactions (a)
Issued                                                       9,253,157     9,385,494       828,637       430,084
Issued on reinvestments                                        620,566       316,582       144,311       175,653
Redeemed                                                    (1,289,081)   (1,468,952)   (1,286,977)   (4,703,726)
                                                           -----------   -----------   -----------   -----------
Net increase (decrease) from trust share
transactions                                                 8,584,642     8,233,124      (314,029)   (4,097,989)
                                                           -----------   -----------   -----------   -----------
Total increase (decrease)                                    7,394,742    10,264,661      (314,029)   (4,097,989)
Net Assets
Beginning of year                                           34,029,559    23,764,898     4,242,584     8,340,573
                                                           -----------   -----------   -----------   -----------
End of year+                                               $41,424,301   $34,029,559   $ 3,928,555   $ 4,242,584
                                                           ===========   ===========   ===========   ===========
+Includes undistributed net investment
income of                                                  $   568,071   $   203,882   $       --    $        --
                                                           ===========   ===========   ===========   ===========
(a)Trust Shares Issued and Redeemed
Issued                                                         664,327       683,578       828,637       430,084
Issued on reinvestments                                         45,969        22,751       144,311       175,653
Redeemed                                                       (92,113)     (107,325)   (1,286,977)   (4,703,726)
                                                           -----------   -----------   -----------   -----------
Increase (decrease) in shares                                  618,183       599,004      (314,029)   (4,097,989)
                                                           ===========   ===========   ===========   ===========
</TABLE>
See notes to financial statements
<PAGE>
 
<TABLE>
<CAPTION>
Statement of Changes in Net Assets (CONT'D)
FIRST INVESTORS LIFE SERIES FUND
- ----------------------------------------------------------------------------------------------------------------
                                                                   DISCOVERY                  GOVERNMENT
                                                           --------------------------  -------------------------
Year Ended December 31,                                        1994          1993          1994         1993
                                                           ------------  ------------  ------------  -----------
<S>                                                        <C>           <C>           <C>           <C>
Increase (Decrease) in Net Assets
from Operations
Net investment income (loss)                               $    93,202   $    (4,695)  $   530,105   $  457,094
Net realized gain (loss) on investments
and foreign currencies                                       1,992,419     1,124,458      (786,678)     137,176
Net unrealized appreciation (depreciation)
of investments and foreign currency
related transactions                                        (2,687,366)    2,129,876       (75,120)    (174,980)
                                                           -----------   -----------   -----------   ----------
Total increase (decrease) in net assets
resulting from operations                                     (601,745)    3,249,639      (331,693)     419,290
                                                           -----------   -----------   -----------   ----------
Distributions to Shareholders from:
Net investment income                                               --            --       (84,143)    (460,450)
Net realized gain on investments                            (1,014,247)     (630,159)     (138,692)     (99,213)
                                                           -----------   -----------   -----------   ----------
Total distributions                                         (1,014,247)     (630,159)     (222,835)    (559,663)
                                                           -----------   -----------   -----------   ----------
Trust Share Transactions (a)
Issued                                                      10,106,014     7,831,209     1,488,126    3,687,209
Issued on reinvestments                                      1,014,247       630,159       222,836      559,663
Redeemed                                                      (481,564)     (386,765)   (1,512,005)    (936,521)
                                                           -----------   -----------   -----------   ----------
Net increase (decrease) from trust share
transactions                                                10,638,697     8,074,603       198,957    3,310,351
                                                           -----------   -----------   -----------   ----------
Total increase (decrease)                                    9,022,705    10,694,083      (355,571)   3,169,978
Net Assets
Beginning of year                                           21,220,909    10,526,826     8,233,534    5,063,556
                                                           -----------   -----------   -----------   ----------
End of year+                                               $30,243,614   $21,220,909   $ 7,877,963   $8,233,534
                                                           ===========   ===========   ===========   ==========
+Includes undistributed net investment
income of                                                  $    93,202   $       --    $   506,859   $   60,897
                                                           ===========   ===========   ===========   ==========
(a)Trust Shares Issued and Redeemed
Issued                                                         501,020       406,157       151,268      350,524
Issued on reinvestments                                         51,897        34,131        22,959       53,327
Redeemed                                                       (24,001)      (20,400)     (152,565)     (88,958)
                                                           -----------   -----------   -----------   ----------
Increase (decrease) in shares                                  528,916       419,888        21,662      314,893
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                        <C>           <C>           <C>           <C>
                                                           ===========   ===========   ===========   ==========
</TABLE>
See notes to financial statements

<TABLE>
<CAPTION>
Statement of Changes in Net Assets (CONT'D)
FIRST INVESTORS LIFE SERIES FUND
- -----------------------------------------------------------------------------------------------------------------
                                                                      GROWTH                   HYGH YIELD
                                                           --------------------------  --------------------------
Year Ended December 31,                                        1994          1993          1994          1993
                                                           ------------  ------------  ------------  ------------
<S>                                                        <C>           <C>           <C>           <C>
Increase (Decrease) in Net Assets
from Operations
Net investment income (loss)                               $   176,061   $    89,167   $ 2,971,391   $ 2,596,525
Net realized gain (loss) on investments
and foreign currencies                                         555,580       610,321      (106,914)    1,274,083
Net unrealized appreciation (depreciation)
of investments and foreign currency
related transactions                                        (1,490,527)      615,307    (3,352,582)      678,815
                                                           -----------   -----------   -----------   -----------
Total increase (decrease) in net assets
resulting from operations                                     (758,886)    1,314,795      (488,105)    4,549,423
                                                           -----------   -----------   -----------   -----------
Distributions to Shareholders from:
Net investment income                                               --      (105,229)   (1,135,309)   (2,797,473)
Net realized gain on investments                              (336,304)     (119,293)           --            --
                                                           -----------   -----------   -----------   -----------
Total distributions                                           (336,304)     (224,522)   (1,135,309)   (2,797,473)
                                                           -----------   -----------   -----------   -----------
Trust Share Transactions (a)
Issued                                                       8,593,462     8,646,886     4,464,152     4,827,225
Issued on reinvestments                                        336,304       224,522     1,135,309     2,797,473
Redeemed                                                      (695,724)     (688,752)   (2,284,666)   (3,323,008)
                                                           -----------   -----------   -----------   -----------
Net increase (decrease) from trust share
transactions                                                 8,234,042     8,182,656     3,314,795     4,301,690
                                                           -----------   -----------   -----------   -----------
Total increase (decrease)                                    7,138,852     9,272,929     1,691,381     6,053,640
Net Assets
Beginning of year                                           25,658,340    16,385,411    30,593,365    24,539,725
                                                           -----------   -----------   -----------   -----------
End of year+                                               $32,797,192   $25,658,340   $32,284,746   $30,593,365
                                                           ===========   ===========   ===========   ===========
+Includes undistributed net investment
income of                                                  $   176,061   $        --   $ 2,971,294   $ 1,135,212
                                                           ===========   ===========   ===========   ===========
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                        <C>           <C>           <C>           <C>
(a)Trust Shares Issued and Redeemed
Issued                                                         510,485       513,769       416,564       441,212
Issued on reinvestments                                         20,645        13,153       107,326       254,481
Redeemed                                                       (41,089)      (41,155)     (214,630)     (304,969)
                                                           -----------   -----------   -----------   -----------
Increase (decrease) in shares                                  490,041       485,767       309,260       390,724
                                                           ===========   ===========   ===========   ===========
</TABLE>
See notes to financial statements

<TABLE>
<CAPTION>
Statement of Changes in Net Assets (CONT'D)
FIRST INVESTORS LIFE SERIES FUND
- -----------------------------------------------------------------------------------------------------------------
                                                            INTERNATIONAL SECURITIES        INVESTMENT GRADE
                                                           --------------------------  --------------------------
Year Ended December 31,                                        1994          1993          1994          1993
                                                           ------------  ------------  ------------  ------------
<S>                                                        <C>           <C>           <C>           <C>
Increase (Decrease) in Net Assets
from Operations
Net investment income (loss)                               $   331,106   $   145,789   $   729,582   $   468,954
Net realized gain (loss) on investments
and foreign currencies                                         913,209        (2,151)      (47,540)       90,556
Net unrealized appreciation (depreciation)
of investments and foreign currency
related transactions                                        (1,619,867)    3,063,342    (1,054,894)      104,080
                                                           -----------   -----------   -----------   -----------
Total increase (decrease) in net assets
resulting from operations                                     (375,552)    3,206,980      (372,852)      663,590
                                                           -----------   -----------   -----------   -----------
Distributions to Shareholders from:
Net investment income                                          (87,059)     (168,456)     (154,441)     (479,485)
Net realized gain on investments                                    --            --       (90,556)       (5,447)
                                                           -----------   -----------   -----------   -----------
Total distributions                                            (87,059)     (168,456)     (244,997)     (484,932)
                                                           -----------   -----------   -----------   -----------
Trust Share Transactions (a)
Issued                                                      11,075,210     6,412,595     2,762,399     5,237,027
Issued on reinvestments                                         87,058       168,456       244,996       484,931
Redeemed                                                      (399,664)     (857,140)     (997,487)     (397,160)
                                                           -----------   -----------   -----------   -----------
Net increase (decrease) from trust share
transactions                                                10,762,604     5,723,911     2,009,908     5,324,798
                                                           -----------   -----------   -----------   -----------
Total increase (decrease)                                   10,299,993     8,762,435     1,392,059     5,503,456
Net Assets
Beginning of year                                           21,008,504    12,246,069    10,210,417     4,706,961
                                                           -----------   -----------   -----------   -----------
End of year+                                               $31,308,497   $21,008,504   $11,602,476   $10,210,417
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                        <C>           <C>           <C>           <C>
                                                           ===========   ===========   ===========   ===========
+Includes undistributed net investment
income of                                                  $   279,003   $    47,517   $   605,176   $    30,035
                                                           ===========   ===========   ===========   ===========
(a)Trust Shares Issued and Redeemed
Issued                                                         811,007       512,067       264,613       477,794
Issued on reinvestments                                          6,642        13,339        24,055        44,044
Redeemed                                                       (29,290)      (72,804)      (96,249)      (36,013)
                                                           -----------   -----------   -----------   -----------
Increase (decrease) in shares                                  788,359       452,602       192,419       485,825
                                                           ===========   ===========   ===========   ===========
</TABLE>
See notes to financial statements


<TABLE>
<CAPTION>
Statement of Changes in Net Assets (CONT'D)
FIRST INVESTORS LIFE SERIES FUND
- ----------------------------------------------------------------------
                                                  UTILITIES INCOME
                                               -----------------------
Year Ended December 31,                            1994        1993*
                                               ------------  ---------
<S>                                            <C>           <C>
Increase (Decrease) in Net Assets
from Operations
Net investment income (loss)                    $  115,157   $    457
Net realized gain (loss) on investments
and foreign currencies                            (100,075)        --
Net unrealized appreciation (depreciation)
of investments and foreign currency
related transactions                              (132,614)    (2,096)
                                                ----------   --------
Total increase (decrease) in net assets
resulting from operations                         (117,532)    (1,639)
                                                ----------   --------
Distributions to Shareholders from:
Net investment income                               (5,535)        --
Net realized gain on investments                        --         --
                                                ----------   --------
Total distributions                                 (5,535)        --
                                                ----------   --------
Trust Share Transactions (a)
Issued                                           4,449,169    495,195
Issued on reinvestments                              5,534         --
Redeemed                                          (105,265)        --
                                                ----------   --------
Net increase (decrease) from trust share         4,349,438    495,195
                                                ----------   --------
 
Total increase (decrease)                        4,226,371    493,556
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                            <C>           <C>
Net Assets
Beginning of year                                  493,656        100
                                                ----------   --------
End of year+                                    $4,720,027   $493,656
                                                ==========   ========
+Includes undistributed net investment
income of                                       $  110,079   $    457
                                                ==========   ========
(a)Trust Shares Issued and Redeemed
Issued                                             474,683     49,647
Issued on reinvestments                                600         --
Redeemed                                           (11,306)        --
                                                ----------   --------
Increase (decrease) in shares                      463,977     49,647
                                                ==========   ========
</TABLE>
See notes to financial statements


Notes to Financial Statements
FIRST INVESTORS LIFE SERIES FUND

1. Significant Accounting Policies--The Fund, a Massachusetts business
trust, is registered under the Investment Company Act of 1940 as a
diversified, open-end management investment company. The Fund operates
as a series fund, issuing shares of beneficial interest in the Blue
Chip, Cash Management, Discovery, Government, Growth, High Yield,
International Securities, Investment Grade and Utilities Income Series
and accounts separately for the assets, liabilities and operations of
each Series.

A. Security Valuation--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 system where the security is principally traded, and
lacking any sales, the security is valued at the mean between the
closing bid and asked prices. Securities traded in the over-the-counter
markets are valued at the mean between the last bid and asked prices.
For the Government, High Yield and Investment Grade Series, each
security traded in the over-the-counter market (including securities
listed on exchanges or systems whose primary market is believed to be
over-the-counter) is valued at the mean between the last bid and asked
prices based upon quotes furnished by a market maker for such
securities. The High Yield, International Securities and Investment
Grade Series may use prices provided by a pricing service. The pricing
service uses quotations obtained from investment dealers or brokers,
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
any 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 the manner specifically authorized by the Trustees of the
Fund.

The investments in the Cash Management Series, when purchased at a
<PAGE>
 
discount, are valued at amortized cost and when purchased at face
value, are valued at cost plus accrued interest.

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, 1994, capital loss carryovers were as follows:
 
<TABLE>
<CAPTION>
 
                                   Year Capital Loss Carryovers Expire
                                   -----------------------------------
Series                   Total           1998        1999         2002
- ----------------------------------------------------------------------
<S>                   <C>          <C>         <C>         <C>
GOVERNMENT             $  788,194    $     --    $     --     $788,194
HIGH YIELD              1,088,524     625,684     355,926      106,914
INVESTMENT GRADE           47,540          --          --       47,540
UTILITIES INCOME          100,075          --          --      100,075
</TABLE>


C. Foreign Currency Translations--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 lossses 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 related
transactions includes gains and losses arising from the sales of
foreign currency, and gains and losses between the ex and payment dates
on dividends and foreign withholding taxes.

D. Distributions to Shareholders--Distributions to shareholders from
net investment income and net realized gains are declared and paid
annually on all series except for the Cash Management Series which
declares daily and pays monthly. Income distributions 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 foreign
currency transactions, capital loss carryforwards and deferral of wash
<PAGE>
 
sales.

E. Expense Allocation--Expenses directly charged or attributable to a
Series are paid from the assets of that Series. General expenses of the
Fund are allocated among and charged to the assets of each Series on a
fair and equitable basis, which may be based on the relative assets of
each Series or the nature of the services performed and relative
applicability to each Series.

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 securities and the
amortized cost basis for short-term securities, 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. Trust Shares--The Declaration of Trust permits the issuance of an
unlimited number of shares of beneficial interest, of one or more
Series. Shares in the Fund are acquired through the purchase of
variable annuity or variable life insurance contracts sold by First
Investors Life Insurance Company.

3. Purchases and Sales of Securities--For the year ended December 31,
1994, purchases and sales of securities and long-term U.S. Government
obligations, excluding foreign currencies, short-term corporate notes
and repurchase agreements were as follows:
 
<TABLE>
<CAPTION>

                                                                Long-Term
                                   Securities         U.S. Government Obligations
                            ------------------------  ---------------------------
                                   Cost     Proceeds           Cost      Proceeds
                                     of           of             of            of
Series                        Purchases        Sales      Purchases         Sales
- ---------------------------------------------------------------------------------
<S>                            <C>       <C>          <C>            <C>
BLUE CHIP                   $35,397,341  $28,869,597  $          --  $         --
DISCOVERY                    20,142,942   11,196,978             --            --
GOVERNMENT                           --           --     31,846,462    33,631,190
GROWTH                       18,359,605   10,960,242             --            --
HIGH YIELD                   20,506,451   14,460,159             --            --
INTERNATIONAL SECURITIES     18,616,178    8,882,379             --            --
INVESTMENT GRADE              3,105,346    1,213,788        300,000       195,326
UTILITIES INCOME              4,225,435      703,164             --            --
</TABLE>

At December 31, 1994, aggregate cost and net unrealized appreciation
<PAGE>
 
(depreciation) of securities for federal income tax purposes were as
follows:
 
<TABLE>
<CAPTION>
 
                                         Gross         Gross         Net Unrealized
                            Aggregate    Unrealized    Unrealized    Appreciation
Series                      Cost         Appreciation  Depreciation  (Depreciation)
- ------------------------------------------------------------------------------------
<S>                         <C>          <C>           <C>           <C>
BLUE CHIP                   $39,926,978    $1,630,385    $1,276,587     $   353,798
CASH MANAGEMENT               3,940,559            --            --              --
DISCOVERY                    32,330,328     3,955,011     2,981,867         973,144
GOVERNMENT                    7,979,586            --       243,477        (243,477)
GROWTH                       31,416,730     3,240,315     1,957,262       1,283,053
HIGH YIELD                   33,143,225       198,189     2,060,414      (1,862,225)
INTERNATIONAL SECURITIES     28,222,343     3,036,344       841,162       2,195,182
INVESTMENT GRADE             12,201,976        10,426       879,137        (868,711)
UTILITIES INCOME              4,867,370        52,521       187,231        (134,710)
</TABLE>

4. Restricted Securities--On April 23, 1992, the High Yield Series
purchased 1,620 shares of common stock of Divi Hotels, Inc. at a cost
of $35,810. This security, which was acquired through a private
placement, may not be sold or transferred without prior registration
under the Securities Act of 1933 or pursuant to an exemption therefrom.
If and when the High Yield Series sells this security, additional costs
for registration may be required. Restricted securities are valued
pursuant to procedures established by the Life Series Fund's Trustees
which include using data provided by certain dealers that participate
in any secondary market that may exist for these securities. At
December 31, 1994, the value of the above restricted security was $122.

5. 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 sold to qualified institutional investors. At
December 31, 1994, the Discovery, High Yield and International Series
held 144A securities with aggregate values of $582,708, $638,800 and
$536,178, respectively. These securities represent 1.9%, 2.0% and 1.7%,
respectively of the Series' net assets and are valued as set forth in
Note 1A.

6. Advisory Fee and Other Transactions With Affiliates (All Series)--
Certain officers and trustees of the Fund are officers and directors of
its investment adviser, First Investors Management Company,
Inc.("FIMCO") and/or its transfer agent, Administrative Data Management
Corp. Officers and trustees 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 .75% on the first $250
<PAGE>
 
million of each Series' average daily net assets, declining by .03% on
each $250 million thereafter, down to .66% on average daily net assets
over $750 million. For the year ended December 31, 1994, total advisory
fees were $1,330,718 of which $109,038 was waived by the investment
adviser. In addition, $33,627 of expenses were assumed by FIMCO.
Pursuant to certain state regulations, FIMCO has agreed to reimburse a
Series if and to the extent that any Series' 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 Series 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, 1994, no reimbursement was required pursuant to these
provisions.

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

7. Commencement of Operations--The Utilities Income Series commenced
operations in November 1993 following the sale of 10 shares of
beneficial interest to First Investors Life Insurance Company for $100.

8. Concentration of Credit Risk--The High Yield Series' investments in
high yield securities, whether rated or unrated, may be considered
speculative and subject to greater market fluctuations and risks of
loss of income and principal than lower yielding, higher rated, fixed
income securities. The risk of loss due to default by the issuer may be
significantly greater for the holders of high yielding securities,
because such securities are generally unsecured and are often
subordinated to other creditors of the issuer. At December 31, 1994,
the High Yield Series held one defaulted security with a value of
$336,000, representing less than 1.0% of the Series' net assets.
The Utilities Income Series invests in securities issued by companies
primarily engaged in the public utilities industries. As a result,
there are certain credit risks which may subject the Series more
significantly to economic changes occurring in the public utilities
industry.
<PAGE>
 
Independent Auditor's Report

To the Shareholders and Trustees of
First Investors Life Series Fund

We have audited the accompanying statement of assets and liabilities,
including the portfolios of investments, of the nine series comprising
First Investors Life Series Fund as of December 31, 1994, 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 the periods indicated thereon.
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, 1994, 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 each of the nine series comprising First
Investors Life Series Fund as of December 31, 1994, and the results of
their operations, changes in their 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, 1995
<PAGE>
 
 
                          TARGET MATURITY 2007 SERIES
                 A Series of First Investors Life Series Fund  
 

                             FINANCIAL STATEMENTS
                               February 10, 1995   

<PAGE>
 
 
                          TARGET MATURITY 2007 SERIES
                         (A Series of First Investors
                               Life Series Fund)
                            STATEMENT OF NET ASSETS
                               February 10, 1995
<TABLE>
<CAPTION>
 
 
<S>                                                     <C>
Cash on deposit with Custodian........................  $  100
Liabilities...........................................    None
                                                        ------
 
Net Assets............................................  $  100
                                                        ======
 
Net Asset Value, Offering Price and Redemption Price
  Per Share ($100 divided by 10 shares of beneficial
  interest outstanding)...............................  $10.00
                                                        ======
 
</TABLE>
                       NOTES TO STATEMENT OF NET ASSETS

Note 1 --    Target Maturity 2007 Series (the "Series"), a separate designated
             series of First Investors Life Series Fund (the "Fund"), raised its
             initial capital through a private offering in which First Investors
             Life Insurance Company purchased 10 shares, at $10.00 per share.

Note 2 --    The Fund was organized under the laws of the Commonwealth of
             Massachusetts on June 12, 1985 and presently contains nine other
             operating series. Except for the outstanding shares of beneficial
             interest reflected in the Statement of Net Assets, the Series has
             not commenced operations.

Note 3 --    Organizational expenses of the Series will be borne by First
             Investors Management Company, Inc., and not by the Series.
 

<PAGE>
 
 
                         INDEPENDENT AUDITOR'S REPORT


To  the Trustees of First Investors
    Life Series Fund and the
    Shareholder of
    Target Maturity 2007 Series

          We have audited the accompanying Statement of Net Assets of Target
Maturity 2007 Series (a series of First Investors Life Series Fund) as of
February 10, 1995.  This financial statement is the responsibility of the Fund's
management.  Our responsibility is to express an opinion on this financial
statement based on our audit.  We conducted our audit 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
statement is free of material misstatement.  An audit includes examining
evidence supporting the amounts and disclosures in the financial statements.  We
believe that our audit provides a reasonable basis for our opinion.

          In our opinion, the accompanying Statement of Net Assets presents
fairly the financial position of Target Maturity 2007 Series at February 10,
1995 in conformity with generally accepted accounting principles.



                                                   /S/TAIT, WELLER & BAKER


                                                   TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 13, 1995
 



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