FIRST INVESTORS LIFE SERIES FUND
485BPOS, 1996-04-22
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As filed with the Securities and Exchange Commission on April 22, 1996.
                                                        Registration No. 2-98409
                                                                        811-4325


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Post-Effective Amendment No. 19          [X]

                                     and/or

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                   ACT OF 1940

                               Amendment No. 19                  [X]


                        FIRST INVESTORS LIFE SERIES FUND
               (Exact name of Registrant as specified in charter)

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


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


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


Pursuant to Rule 24f-2 under the Investment Company Act of 1940,  Registrant has
previously  elected to register  an  indefinite  number of shares of  beneficial
interest,  no par value,  under the Securities Act of 1933.  Registrant  filed a
Rule 24f-2  Notice for its fiscal year ending  December 31, 1995 on February 27,
1996.

    
<PAGE>


                        FIRST INVESTORS LIFE SERIES FUND
                              CROSS-REFERENCE SHEET

N-1A Item No.                                        Location
- -------------                                        --------

PART A:  PROSPECTUS

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

PART B:  STATEMENT OF ADDITIONAL INFORMATION

10.  Cover Page.................................... Cover Page
11.  Table of Contents............................. Table of Contents
12.  General Information and History............... General Information
13.  Investment Objectives and Policies............ Investment Policies;
                                                    Investment Restrictions
14.  Management of the Fund........................ Trustees and Officers
15.  Control Persons and Principal
     Holders of Securities......................... Not Applicable
16.  Investment Advisory and Other Services........ Management
17.  Brokerage Allocation.......................... Allocation of Portfolio
                                                    Brokerage
18.  Capital Stock and Other Securities............ Determination of Net
                                                    Asset Value
19.  Purchase, Redemption and Pricing
     of Securities Being Offered................... Determination of Net
                                                    Asset Value
20.  Tax Status.................................... Taxes
21.  Underwriters.................................. Not Applicable
22.  Performance Data.............................. Performance Information
23.  Financial Statements.......................... Financial Statements;
                                                    Report of Independent
                                                    Accountants

PART C:  OTHER INFORMATION

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

<PAGE>

First Investors Life Series Fund

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

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

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

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

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

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 April 29, 1996
    


<PAGE>


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

     Blue Chip Fund. The investment  objective of the Fund is to seek high total
investment return consistent with the preservation of capital. This goal will be
sought  by  investing,  under  normal  market  conditions,  primarily  in equity
securities of 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  Fund. The objective of the Fund is to seek to earn a high
rate  of  current  income  consistent  with  the  preservation  of  capital  and
maintenance  of  liquidity.  The Fund will invest in money  market  obligations,
including high quality securities issued or guaranteed by the U.S. Government or
its agencies and  instrumentalities,  bank  obligations and high grade corporate
instruments.

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

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

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

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

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

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

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

                                        2

<PAGE>



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

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

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

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

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

                                        3

<PAGE>



                              FINANCIAL HIGHLIGHTS

     The following table sets forth the per share operating performance data for
a share  outstanding,  total  return,  ratios to  average  net  assets and other
supplemental  data for  each  period  indicated.  Financial  highlights  are not
presented  for  Target  Maturity  2010  Fund  since  the Fund  did not  commence
operations  until April 1996.  The table below has been derived  from  financial
statements  which  have  been  examined  by Tait,  Weller  & Baker,  independent
certified public  accountants,  whose report thereon appears in the Statement of
Additional  Information ("SAI").  This information should be read in conjunction
with the Financial  Statements and Notes thereto,  which also appear in the SAI,
available at no charge upon request to the Funds.


<TABLE>
<CAPTION>
   
                                                                     PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------------------------
                                          Income from Investment Operations    Less Distributions from
                                        -------------------------------------  -----------------------
                        Net Asset Value             Net Realized
                        ---------------    Net     and Unrealized  Total from     Net           Net                  Net Asset Value
                         Beginning of   Investment   Gain (Loss)   Investment  Investment    Realized      Total     ---------------
                            Period        Income   on Investments  Operations    Income        Gains   Distributions  End of Period
- ------------------------------------------------------------------------------------------------------------------------------------
Blue Chip
- ---------
<C>                         <C>            <C>        <C>           <C>            <C>         <C>         <C>            <C>   
3/8/90* to 12/31/90 ......  $10.00         $.07       $(.02)        $  .$5          --         $ --        $ --           $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
1995 .....................   13.75          .26        4.11           4.37         .19          .95        1.14            16.98
Cash Management**                                                                                                     
- ---------------                                                                                                       
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
1995 .....................    1.00         .054          --           .054        .054           --        .054             1.00
Discovery                                                                                                             
- ---------                                                                                                             
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
1995 .....................   19.86          .11        4.62           4.73         .06         1.26        1.32            23.27
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
1995 .....................    9.70          .66         .78           1.44         .62           --         .62            10.52
</TABLE>

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

  *  Commencement of operations
 **  Adjusted to reflect ten-for-one stock split on May 1, 1991.
  +  Some or all expenses have been waived or assumed by the investment  adviser
     from commencement of operations through December 31, 1995.
    
 ++  The effect of fees and charges  incurred at the separate  account level are
     not reflected in these performance figures.
(a)  Annualized

                                        4

<PAGE>


<TABLE>
<CAPTION>
   
                                                     RATIOS / SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                         Ratio to Average Net Assets          
                                                        Ratio to Average Net Assets+  Before Expenses Waived or Assumed      
                                         Net Assets    -----------------------------  ---------------------------------   Portfolio
                             Total      End of Period                 Net Investment                   Net Investment     Turnover 
                           Return++(%)  (in thousands) Expenses+(%)      Income(%)    Expenses(%)         Income(%)        Rate(%)  
- ------------------------------------------------------------------------------------------------------------------------------------
Blue Chip                 
- ---------                 
<C>                           <C>           <C>          <C>              <C>           <C>                  <C>             <C>
3/8/90* to 12/31/90 ......      .61(a)      $3,656         --             2.95(a)       1.92(a)              1.03(a)          15
1991 .....................    26.17         13,142       1.00             1.88          1.55                 1.34             21
1992 .....................     6.67         23,765        .79             1.66           .86                 1.60             40
1993 .....................     8.51         34,030        .88             1.27           N/A                  N/A             37
1994 .....................    (1.45)        41,424        .88             1.49           N/A                  N/A             82
1995 .....................    34.00         66,900        .86             1.89           N/A                  N/A             26
Cash Management**                                                                                                               
- ---------------              
1988 .....................     4.94             33         --             4.99          7.68                (2.69)           N/A
1989 .....................     7.79          2,210         --             7.84          1.35                 6.49            N/A
1990 .....................     7.49          8,203        .39             6.90          1.15                 6.15            N/A
1991 .....................     5.71          9,719        .57             5.39           .93                 5.03            N/A
1992 .....................     3.02          8,341        .79             2.99           .98                 2.81            N/A
1993 .....................     2.70          4,243        .60             2.67          1.05                 2.22            N/A
1994 .....................     3.77          3,929        .60             3.69          1.04                 3.25            N/A
1995 .....................     5.51          4,162        .61             5.36          1.10                 4.87            N/A
Discovery                                                                                                                       
- ---------                     
1988 .....................     3.59            125         --             3.80          3.10                  .70            158
1989 .....................    23.62            283         --             2.43          4.78                (2.35)           231
1990 .....................    (5.47)           960         --             2.97          2.68                  .28            104
1991 .....................    51.73          4,661        .70              .48          1.49                 (.31)            93
1992 .....................    15.74         10,527        .91              .02          1.05                 (.12)            91
1993 .....................    22.20         21,221        .87             (.03)          N/A                  N/A             69
1994 .....................    (2.53)        30,244        .88              .36           N/A                  N/A             53
1995 .....................    25.23         50,900        .87              .60           N/A                  N/A             78
Government                                                                                                                      
- ----------                    
1/7/92* to 12/31/92 ......     9.95(a)       5,064        .03(a)          6.64(a)        .89(a)              5.79(a)         301
1993 .....................     6.35          8,234        .35             6.60           .84                 6.11            525
1994 .....................    (4.10)         7,878        .35             6.74           .90                 6.19            457
1995 .....................    15.63          9,500        .40             6.73           .93                 6.21            198
</TABLE>
    


                                        5

<PAGE>


<TABLE>
<CAPTION>
   
                                                                     PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------------------------------
                                          Income from Investment Operations    Less Distributions from
                                        -------------------------------------  -----------------------
                        Net Asset Value             Net Realized
                        ---------------    Net     and Unrealized  Total from     Net           Net                  Net Asset Value
                         Beginning of   Investment   Gain (Loss)   Investment  Investment    Realized      Total     ---------------
                            Period        Income   on Investments  Operations    Income        Gains   Distributions  End of Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>          <C>           <C>          <C>         <C>         <C>            <C>   
Growth
- ------
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
1995........................  16.73        .18          3.94          4.12        .09         .29         .38             20.47
High Yield                                                          
- ----------                                                          
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
1995........................  10.58       1.00           .95          1.95        .96          --         .96             11.57
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
1995........................  13.51        .19          2.25          2.44        .12         .25         .37             15.58
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
1995........................  10.31        .67          1.28          1.95        .53          --         .53             11.73
Target Maturity 2007                                                
- --------------------                                                
4/26/95* to 12/31/95          10.00        .26          2.00          2.26         --          --          --             12.26
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
1995........................   9.19        .28          2.46          2.74        .19          --         .19             11.74
</TABLE>
    
- ----------
  *  Commencement of operations
  +  Some or all expenses have been waived or assumed by the investment  adviser
     from commencement of operations through Dec. 31, 1995.
 ++  The effect of fees and charges  incurred at the separate  account level are
     not reflected in these performance figures.
(a)  Annualized

                                        6

<PAGE>


<TABLE>
<CAPTION>
   
                                                     RATIOS / SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                         Ratio to Average Net Assets          
                                                        Ratio to Average Net Assets+  Before Expenses Waived or Assumed      
                                         Net Assets    -----------------------------  ---------------------------------   Portfolio
                             Total      End of Period                 Net Investment                   Net Investment     Turnover 
                           Return++(%)  (in thousands) Expenses+(%)      Income(%)    Expenses(%)         Income(%)        Rate(%)  
- ------------------------------------------------------------------------------------------------------------------------------------
<C>                           <C>           <C>          <C>              <C>           <C>                  <C>             <C>
Growth                      
- ------                      
1988........................   7.68         $   38        --              3.20          8.70                 (5.50)           31
1989........................  24.00            570        --              2.91          5.21                 (2.30)           24
1990........................  (2.99)         2,366        --              3.03          1.64                  1.40            28
1991........................  34.68          7,743       .69              1.21          1.34                   .55           148
1992........................   9.78         16,385       .76               .75          1.20                   .30            45
1993........................   6.00         25,658       .91               .43           N/A                   N/A            51
1994........................  (2.87)        32,797       .90               .60           N/A                   N/A            40
1995........................  25.12         51,171       .88              1.10           N/A                   N/A            64
High Yield                                                                                             
- ----------                                                                                           
1988........................  15.60          4,565        --              13.22         1.32                 11.90            46
1989........................  (1.76)        14,354        --              12.05          .88                 11.17            22
1990........................  (5.77)        18,331        --              13.21          .91                 12.30            35
1991........................  33.96         23,634       .53              11.95          .89                 11.60            40
1992........................  13.15         24,540       .91              10.48          .96                 10.43            84
1993........................  18.16         30,593       .91               9.49          N/A                   N/A            96
1994........................  (1.56)        32,285       .88               9.43          N/A                   N/A            50
1995........................  19.82         41,894       .87               9.83          N/A                   N/A            57
International Securities                                                                                               
- ------------------------                                                                                      
4/16/90* to 12/31/90........   5.21(a)       3,946        --                .99(a)      3.43(a)              (2.43)(a)        29
1991........................  15.24          8,653      1.70                .75         2.27                   .18            70
1992........................  (1.13)        12,246      1.03               1.55         1.38                  1.20            36
1993........................  22.17         21,009      1.14                .97          N/A                   N/A            37
1994........................  (1.29)        31,308      1.03               1.22          N/A                   N/A            36
1995........................  18.70         41,012      1.02               1.42          N/A                   N/A            45
Investment Grade                                                                            
- ----------------                                                                  
1/7/92* to 12/31/92.........   8.91(a)       4,707       .23(a)            6.16(a)       .93(a)               5.46(a)         72
1993........................  10.93         10,210       .35               6.32          .85                  5.82            64
1994........................  (3.53)        11,602       .37               6.61          .92                  6.06            15
1995........................  19.69         16,262       .51               6.77          .91                  6.37            26
Target Maturity 2007                                                     
- --------------------                                                     
4/26/95* to 12/31/95          22.60          9,860       .04(a)            6.21(a)       .87(a)               5.38(a)         28
Utilities Income
- ----------------                                                                                                    
11/15/93* to 12/31/93.......  (4.66)(a)        494        --               1.46(a)      3.99(a)              (2.52)(a)         0
1994........................  (7.24)         4,720       .17               4.13          .95                  3.35            31
1995........................  30.26         14,698       .41               4.16          .91                  3.67            17
</TABLE>
    


                                        7


<PAGE>


                       INVESTMENT OBJECTIVES AND POLICIES

Blue Chip Fund

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

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

Cash Management Fund

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


                                        8

<PAGE>



     Cash  Management  Fund invests  primarily  in (1) high  quality  marketable
securities  issued  or  guaranteed  as to  principal  and  interest  by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances,  time deposits and other short-term  obligations issued by
banks and (3) prime commercial paper and high quality,  U.S. dollar  denominated
short-term  corporate bonds and notes. The U.S.  Government  securities in which
the Fund may invest include a variety of U.S. Treasury securities that differ in
their  interest  rates,  maturities  and  dates of issue.  Securities  issued or
guaranteed  by  agencies  or  instrumentalities  of the U.S.  Government  may be
supported  by the full faith and credit of the United  States or by the right of
the  issuer  to  borrow  from  the  U.S.  Treasury.  See the SAI for  additional
information on U.S. Government securities.  The Fund may invest in domestic bank
certificates of deposit  (insured up to $100,000) and bankers'  acceptances (not
insured) issued by domestic banks and savings  institutions which are insured by
the Federal Deposit  Insurance  Corporation  ("FDIC") and that have total assets
exceeding  $500  million.  The Fund also may invest in  certificates  of deposit
issued by London branches of domestic or foreign banks  ("Eurodollar  CDs"). The
Fund may invest in time  deposits and other  short-term  obligations,  including
uninsured,  direct  obligations  bearing  fixed,  floating or variable  interest
rates,  issued by domestic banks,  foreign  branches of domestic banks,  foreign
subsidiaries  of domestic  banks and  domestic  and foreign  branches of foreign
banks.  See Appendix A to the SAI for a description of commercial  paper ratings
and Appendix B to the SAI for a description of municipal note ratings.  The Fund
also may invest in  repurchase  agreements  with  banks that are  members of the
Federal  Reserve  System or  securities  dealers  that are members of a national
securities exchange or are market makers in U.S. Government securities,  and, in
either case, only where the debt instrument subject to the repurchase  agreement
is a U.S. Treasury or agency obligation.

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

     Cash  Management  Fund may purchase only  obligations  that (1) the Adviser
determines  present  minimal  credit risks based on  procedures  adopted by Life
Series Fund's Board of Trustees,  and (2) are either (a) rated in one of the top
two rating categories by 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 Life Series Fund's
Board of Trustees. The Fund's purchases of commercial paper are limited to First
Tier  Securities.  The Fund may not invest  more than 5% of its total  assets in
securities   rated  in  the  second  highest  rating   category   ("Second  Tier
Securities").  Investments  in Second  Tier  Securities  of any one  issuer  are
limited to the greater of 1% of the Fund's total assets or $1 million.  The Fund
generally may invest no more than 5% of its total assets in the  securities of a
single issuer (other than securities issued by the U.S. Government, its agencies
or instrumentalities).


                                        9

<PAGE>



Discovery Fund

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

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

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

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

     The Fund 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 Fund invests are primarily  denominated
in foreign  currencies,  the Fund also may invest in ADRs.  The Adviser does not
attempt to time actively either short-term market trends or short-term  currency
trends in any market.  See  "Foreign  Securities--Risk  Factors"  and  "American
Depository Receipts and Global Depository Receipts."


                                       10

<PAGE>



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

Government Fund

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

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

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

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


                                       11

<PAGE>


Growth Fund

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

High Yield Fund

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

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

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

                                       12

<PAGE>



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

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

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

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

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

   
     The dollar weighted average of credit ratings of all bonds held by the Fund
during the 1995 fiscal year,  computed on a monthly  basis,  is set forth below.
This  information  reflects the average  composition of the Fund's assets during
the 1995 fiscal year and is not necessarily representative of the Fund as of the
end of its 1995 fiscal year, the current fiscal year or at any other time in the
future.
    

                                       13

<PAGE>



   
                                                    Comparable Quality of
                                                    Unrated Securities to
                            Rated by Moody's       Bonds Rated by Moody's
                            ----------------       ----------------------
     Ba                          12.16%                      0.73%
     B                           71.29                       0.20
     Caa                          1.92                       0.22
     Ca                           0.73                          0
                                  ----                     ------
     Total                       86.10%                      1.15%
    


International Securities Fund

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

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

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

Investment Grade Fund

     Investment  Grade  Fund  seeks  to  generate  a  maximum  level  of  income
consistent with investment in investment grade debt  securities.  The Fund seeks
to achieve its objective by investing,  under normal market conditions, at least
65% of its total assets in debt securities of U.S. issuers that are rated in the
four highest rated  categories by Moody's or S&P, or in unrated  securities that
are  deemed  to be of  comparable  quality  by the  Adviser  ("investment  grade
securities"). The Fund may


                                       14


<PAGE>



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 Fund
may invest up to 5% of its net assets in corporate or government debt securities
of foreign issuers which are U.S. dollar denominated and traded in U.S. markets.
The Fund may also borrow money for  temporary  or emergency  purposes in amounts
not  exceeding 5% of its total  assets.  The Fund may purchase  securities  on a
when-issued basis, make loans of portfolio  securities and invest in zero coupon
or  pay-in-kind  securities.  See  "Description  of  Certain  Securities,  Other
Investment  Policies  and  Risk  Factors,"  below,  and the  SAI for  additional
information concerning these securities.

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

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

Target Maturity 2007 Fund
Target Maturity 2010 Fund

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

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

     Each  Fund  will seek its  objective  by  investing,  under  normal  market
conditions, at least 65% of its total assets in zero coupon securities which are
issued by the U.S. Government and its agencies and  instrumentalities or created
by third parties using securities issued by the U.S. Government and its agencies
and  instrumentalities.  With  respect  to  Target  Maturity  2007  Fund,  these
investments  will mature no later than  December  31, 2007 and,  with respect to
Target Maturity 2010 Fund,


                                       15


<PAGE>



these investments will mature no later than December 31, 2010. December 31, 2007
and  December  31, 2010 are herein  collectively  referred  to as the  "Maturity
Date." On the Maturity Date, each Fund will be converted to cash and distributed
or reinvested in another Fund of Life Series Fund at the investor's choice.

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

     Zero coupon  securities are debt obligations that do not entitle the holder
to any periodic  payment of interest  prior to maturity or a specified date when
the securities  begin paying current  interest.  They are issued and traded at a
discount from their face amount or par value.  This discount varies depending on
the time remaining until maturity,  prevailing interest rates,  liquidity of the
security and the perceived credit quality of the issuer.  When held to maturity,
the entire return of a zero coupon security,  which consists of the accretion of
the discount, comes from the difference between its issue price and its maturity
value.  This difference is known at the time of purchase,  so investors  holding
zero coupon securities until maturity know the amount of their investment return
at the time of their investment. The market values are subject to greater market
fluctuations  from changing  interest rates prior to maturity than the values of
debt  obligations of comparable  maturities  that bear interest  currently.  See
"Zero Coupon Securities-Risk Factors."

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

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

     Each  Fund  may  invest  up to 35% of its  total  assets  in the  following
instruments:  interest-bearing obligations issued by the U.S. Government and its
agencies and instrumentalities (see "U.S.


                                       16


<PAGE>



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

Utilities Income Fund

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

     The  utility  companies  in which the Fund 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" means that (1) more than
50% of the company's  assets are devoted to the ownership or operation of one or
more  facilities  as  described  above,  or (2) more  than 50% of the  company's
operating  revenues are derived from the business or  combination  of any of the
businesses  described  above. It should be noted that based on this  definition,
the Fund may invest in companies which are also involved to a significant degree
in non-public utilities activities.

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


                                       17

<PAGE>



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

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

Description of Certain Securities, Other Investment Policies and Risk Factors

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

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

     Certificates  of  Deposit.  Each Fund may  invest in bank  certificates  of
deposit ("CDs").  The FDIC is an agency of the U.S. Government which insures the
deposits of certain banks and savings and loan  associations  up to $100,000 per
deposit. The interest on such deposits may not be insured

                                       18


<PAGE>



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.

     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 Fund may invest up to 15% of its total
assets in securities of companies that are financially  troubled,  in default or
undergoing  bankruptcy or reorganization.  Such securities are usually available
at a deep discount from the face value of the  instrument.  The Fund will invest
in Deep Discount  Securities when the Adviser  believes that there exist factors
that are likely to restore the company to a healthy  financial  condition.  Such
factors  include a  restructuring  of debt,  management  changes,  existence  of
adequate assets or other unusual  circumstances.  Debt instruments  purchased at
deep discounts may pay very high effective yields. In addition, if the financial
condition  of the issuer  improves,  the  underlying  value of the  security may
increase,  resulting  in  a  capital  gain.  If  the  company  defaults  on  its
obligations  or  remains  in  default,  or if  the  plan  of  reorganization  is
insufficient  for  debtholders,  the Deep  Discount  Securities  may stop paying
interest  and lose value or become  worthless.  The  Adviser  will  balance  the
benefits of Deep  Discount  Securities  with their  risks.  While a  diversified
portfolio may reduce the overall impact of


                                       19


<PAGE>



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

     Foreign Securities--Risk Factors. International Securities Fund, High Yield
Fund and Discovery Fund may sell a security  denominated  in a foreign  currency
and retain the  proceeds  in that  foreign  currency to use at a future date (to
purchase  other  securities  denominated  in that  currency)  or a Fund  may buy
foreign  currency  outright to purchase  securities  denominated in that foreign
currency at a future  date.  Because  none of these Funds  intend to hedge their
foreign  investments,  the Fund will be affected by changes in exchange  control
regulations  and  fluctuations  in the  relative  rates of exchange  between the
currencies  of  different  nations,   as  well  as  by  economic  and  political
developments.  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 a Fund held in foreign countries.

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

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

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


                                       20


<PAGE>



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

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

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

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


                                       21


<PAGE>



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

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

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

   
     Market Risk.  Blue Chip Fund,  Discovery  Fund,  Growth Fund and  Utilities
Income Fund are subject to market risk because  they invest  primarily in common
stocks.  Market risk is the  possibility  that common  stock prices will decline
over short or even extended periods. The U.S. stock market tends to be cyclical,
with  periods  when stock  prices  generally  rise and periods when stock prices
generally decline.
    

     Mortgage-Backed Securities

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

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


                                       22


<PAGE>



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

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

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

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

     Repurchase  Agreements.  Repurchase  agreements are transactions in which a
Fund  purchases  securities  from a bank or  recognized  securities  dealer  and
simultaneously  commits  to resell  the  securities  to the bank or dealer at an
agreed-upon date and price reflecting a market rate of interest unrelated to the
coupon rate or maturity of the purchased securities. Each Fund's risk is


                                       23


<PAGE>



   
limited  primarily to the ability of the seller to repurchase  the securities at
the agreed-upon  price upon the delivery date. See the SAI for more  information
regarding repurchase agreements.
    

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

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

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

     U.S.  Government  Obligations.   Securities  issued  or  guaranteed  as  to
principal  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.


                                       24


<PAGE>



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

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

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

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

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

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


                                       25


<PAGE>



than the total  amount of cash it  actually  receives.  See  "Taxes" in the SAI.
These  distributions  must be made from a Fund's cash  assets or, if  necessary,
from the proceeds of sales of portfolio  securities.  A Fund will not be able to
purchase  additional  income-producing  securities  with  cash used to make such
distributions, and its current income ultimately could be reduced as a result.

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

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

   
     Portfolio  Turnover.  The  sustained and  substantial  decrease in interest
rates during 1995 caused the  Government  Fund's  portfolio  to be  restructered
several  times.  In  particular,   declining  rates  increased   prepayments  on
mortgage-backed  securities,  causing their  durations to decrease.  In order to
offset the decrease in duration,  the Government Fund had to actively manage its
mortgage-backed  holdings.  This  resulted in a portfolio  turnover rate for the
fiscal year ended  December 31, 1995 of 198% and 457% for the prior fiscal year.
A high rate of portfolio turnover generally leads to increased transaction costs
and may result in a greater number of taxable  transactions.  See "Allocation of
Portfolio  Brokerage" in the SAI. The Target  Maturity 2010 Fund  currently does
not expect its annual rate of portfolio turnover to exceed 100%. See the SAI for
the other Funds'  portfolio  turnover rate and for more information on portfolio
turnover.
    

                                HOW TO BUY SHARES

     Investments in a Fund are only available  through purchases of the Policies
or the  Contracts  offered by First  Investors  Life.  Policy  premiums,  net of
certain  expenses,  are paid into a unit investment  trust,  Separate Account B.
Purchase payments for the Contracts, net of certain expenses, are also paid into
a unit investment trust, Separate Account C. The Separate Accounts pool these


                                       26


<PAGE>



proceeds to purchase  shares of a Fund  designated by purchasers of the Policies
or Contracts. Orders for the purchase of Fund shares received prior to the close
of regular trading on the 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."

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

                              HOW TO REDEEM SHARES

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

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

                                   MANAGEMENT
    

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

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


                                       27


<PAGE>



   
     As compensation  for its services,  the Adviser receives an annual fee from
each Fund,  which is payable  monthly.  For the fiscal year ended  December  31,
1995,  the advisory fees were 0.75% of average daily net assets for each of Blue
Chip Fund,  Discovery  Fund,  Growth  Fund,  High  Yield Fund and  International
Securities Fund, 0.35% of average daily net assets,  net of waiver,  for each of
Cash  Management  Fund,  Government  Fund,  Investment  Grade Fund and Utilities
Income Fund. The Adviser waived Target  Maturity 2007 Fund's advisory fee in its
entirety. As compensation for its services,  the Adviser will receive a fee from
Target  Maturity  2010 Fund at the rate of 0.75% of the average daily net assets
of that Fund. The SEC staff takes the position that fees of 0.75% or greater are
higher than those paid by most investment companies.
    

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

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

     For the fiscal year ended December 31, 1995, the Subadviser's fees amounted
to 0.34% of Growth Fund's  average  daily net assets and 0.40% of  International
Securities Fund's average daily net assets, all of which was paid by the Adviser
and not by the Funds.
    

     Portfolio  Managers.  Patricia D. Poitra,  Director of  Equities,  has been
primarily  responsible for the day-to-day management of the Blue Chip Fund since
October 1994 and Discovery  Fund since 1988. Ms. Poitra is assisted by a team of
portfolio  analysts.  Ms. Poitra has been  responsible for the management of the
Special  Situations  Fund,  the Blue Chip Fund and the  equity  portion of Total
Return  Fund,  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 U.S.A. Mid-Cap Opportunity 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 Fund since 1989.
Mr.  Ganter  joined  FIMCO  in 1985 as a Senior  Analyst.  In  1986,  he  became
Portfolio Manager for First Investors Special Bond Fund, Inc. In 1989, he became
Portfolio  Manager for First  Investors  High Yield  Fund,  Inc.  and  Executive
Investors High Yield Fund.

     Margaret R. Haggerty is Portfolio  Manager for Utilities  Income Fund.  Ms.
Haggerty joined FIMCO in 1990 as an analyst for several First  Investors  equity
funds. In addition, she monitored


                                       28


<PAGE>



the  management  of  several  First  Investors  funds  for  which  WMC  was  the
subadviser.  In early 1993,  she became  Portfolio  Manager for First  Investors
Utilities Income Fund of First Investors Series Fund II, Inc.

     Nancy Jones has been Portfolio  Manager for Investment Grade Fund since its
inception in 1992. 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
Fund of First Investors  Series Fund since its inception in 1991 and has managed
the fixed  income  corporate  securities  portion of Total  Return Fund of First
Investors Series Fund since 1992.

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

   
     Since October 1995, Clark D. Wagner has been primarily  responsible for the
day-to-day  management of the Government Fund and the Target Maturity 2007 Fund.
Mr. Wagner will have the primary responsibility for the day-to-day management of
Target  Maturity 2010 Fund.  Since he joined FIMCO in 1991,  Mr. Wagner has been
Portfolio  Manager for all of First Investors  municipal bond funds.  Mr. Wagner
also is responsible for the day-to-day  management of First Investors Government
Fund, Inc. In 1992, he became Chief Investment Officer of FIMCO.
    

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


                        DETERMINATION OF NET ASSET VALUE

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

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

                        DIVIDENDS AND OTHER DISTRIBUTIONS

     For the purposes of determining  dividends,  the net  investment  income of
each Fund, other than Cash Management Fund,  consists of interest and dividends,
earned  discount and other income earned on portfolio  securities less expenses.
Net investment  income of Cash Management Fund consists of (i) accrued interest,
plus or minus (ii) all  realized and  unrealized  gains and losses on the Fund's
securities,  less (iii) accrued  expenses.  Dividends from net investment income
are generally


                                       29


<PAGE>



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

                                      TAXES

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

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

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


                                       30


<PAGE>



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

                               GENERAL INFORMATION

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

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

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

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

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

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


                                       31


<PAGE>



     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.

     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


                                       32


<PAGE>



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,  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.


                                       33


<PAGE>



     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.


                                       34


<PAGE>


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


Financial Highlights......................................................     4
Investment Objectives and Policies........................................     8
How to Buy Shares.........................................................    26
How to Redeem Shares......................................................    27
Management................................................................    27
Determination of Net Asset Value..........................................    29
Dividends and Other Distributions.........................................    29
Taxes.....................................................................    30
General Information.......................................................    31
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.
581 Main Street                                  Legal Counsel
Woodbridge, NJ  07095-1198                       Kirkpatrick & Lockhart LLP
                                                 1800 Massachusetts Avenue, N.W.
                                                 Washington, D.C.  20036




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


<PAGE>


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

Prospectus

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

April 29, 1996

First Investors Logo

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

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

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

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 April 29, 1996
    

     This is a Statement of  Additional  Information  for First  Investors  Life
Series Fund ("Life Series Fund") an open-end,  diversified management investment
company consisting of eleven separate investment portfolios (each, a "Fund," and
collectively,  the "Funds"). The objectives of each of the Funds is set forth in
the  Prospectus.  There  can be no  assurance  that any Fund  will  achieve  its
investment objective. Investments in the Funds 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
Fund designated by purchasers of the Policies or Contracts. Target Maturity 2007
Fund and  Target  Maturity  2010  Fund are only  offered  to  Contractowners  of
Separate Account C.

   
     This Statement of Additional Information is not a prospectus.  It should be
read in  connection  with Life Series  Fund's  Prospectus  dated April 29, 1996,
which may be obtained  free of cost from the Funds at the  address or  telephone
number noted above.
    

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

                                                                           Page
                                                                           ----

Investment Policies........................................................    2
Hedging and Option Income Strategies.......................................    7
Investment Restrictions....................................................   16
Trustees and Officers......................................................   18
Management.................................................................   19
Determination of Net Asset Value...........................................   21
Allocation of Portfolio Brokerage..........................................   22
Taxes......................................................................   23
General Information........................................................   26
Appendix A.................................................................   26
Appendix B.................................................................   27
Financial Statements.......................................................   32

                                        1


<PAGE>



                               INVESTMENT POLICIES

     Certificates of Accrual on U.S.  Treasury  Securities.  Government Fund 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 Fund, other than Cash Management Fund, Target
Maturity  2007 Fund and Target  Maturity  2010 Fund,  may invest in  convertible
securities.  While no securities investment is without some risk, investments in
convertible  securities  generally  entail  less risk than the  issuer's  common
stock,  although  the  extent to which  such risk is  reduced  depends  in large
measure upon the degree to which the convertible  security sells above its value
as a fixed  income  security.  The Funds  investment  adviser,  First  Investors
Management  Company,  Inc.  ("Adviser"  or  "FIMCO"),  or, for  Growth  Fund and
International  Securities Fund, 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.

     Loans of Portfolio  Securities.  Each Fund may loan securities to qualified
broker-dealers or other institutional  investors provided:  the borrower pledges
to a Fund and agrees to maintain at all times with that Fund collateral equal to
not less than 100% of the value of the securities  loaned (plus accrued interest
or dividend, if any); the loan is terminable at will by a Fund; a Fund pays only
reasonable  custodian  fees in connection  with the loan; and the Adviser or the
Subadviser monitors the  creditworthiness of the borrower throughout the life of
the loan. Such loans may be terminated by a Fund at any time and a Fund may vote
the proxies if a material event affecting the investment is to occur. The market
risk  applicable to any security  loaned  remains a risk of a Fund. The borrower
must add to the  collateral  whenever the market value of the  securities  rises
above the level of such  collateral.  A Fund could incur a loss if the  borrower
should fail  financially  at a time when the value of the loaned  securities  is
greater than the  collateral.  Each Fund may make loans,  together with illiquid
securities, not in excess of 10% of its total assets.

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


                                        2


<PAGE>



resulting  in larger cash  payments to the Fund,  and the Fund will be forced to
accept  lower  interest  rates  when  that cash is used to  purchase  additional
securities.

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

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

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

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

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

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


                                        3


<PAGE>



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

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

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

   
     Repurchase  Agreements.  A repurchase agreement essentially is a short-term
collateralized  loan.  The lender (a Fund) agrees to purchase a security  from a
borrower  (typically  a  broker-dealer)  at  a  specified  price.  The  borrower
simultaneously  agrees to  repurchase  that same security at a higher price on a
future date (which  typically is the next business day). The difference  between
the purchase price and the repurchase price effectively  constitutes the payment
of interest. In a standard repurchase  agreement,  the securities which serve as
collateral  are  transferred  to a  Fund's  custodian  bank.  In  a  "tri-party"
repurchase agreement, these securities would be held by a different bank for the
benefit of the Fund as buyer and the  broker-dealer as seller. In a "quad-party"
repurchase  agreement,  the  Fund's  custodian  bank also is made a party to the
agreement.  Each Fund may enter into repurchase  agreements with banks which are
members of the Federal Reserve System or securities dealers who are members of a
national  securities  exchange or are market  makers in  government  securities.
Government  Fund may  enter  into  repurchase  agreements  only  where  the debt
instrument subject to the agreement is a U.S. Government  Obligation (as defined
in the Prospectus).  The period of these  repurchase  agreements will usually be
short,  from  overnight  to one  week,  and at no  time  will a Fund  invest  in
repurchase  agreements  with  more  than  one  year  in time  to  maturity.  The
securities  which  are  subject  to  repurchase  agreements,  however,  may have
maturity  dates in excess of one year from the effective  date of the repurchase
agreement. Each Fund will always receive, as collateral, securities whose market
value, including accrued interest,  which will at all times be at least equal to
100% of the dollar amount invested by the Fund in each  agreement,  and the Fund
will make payment for such securities only upon physical delivery or evidence of
book entry transfer to the account of the custodian.  If the seller defaults,  a
Fund might incur a loss if the value of the  collateral  securing the repurchase
agreement  declines,  and  might  incur  disposition  costs in  connection  with
liquidating the collateral.  In addition,  if bankruptcy or similar  proceedings
are commenced with respect to the seller of the security,  realization  upon the
collateral by a Fund may be delayed or limited.
    

     Restricted and Illiquid  Securities.  No Fund,  other than Cash  Management
Fund, will purchase or otherwise acquire any security if, as a result, more than
15% of its net assets  (taken at current  value) would be invested in securities
that are illiquid by virtue of the absence of a readily available market or

                                        4


<PAGE>



legal or contractual  restrictions on resale. Cash Management Fund 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 Life Series 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  Fund's  limitation  on illiquid  securities.  Where
registration  is  required  a Fund  may be  obligated  to pay all or part of the
registration  expenses and a considerable  period may elapse between the time of
the  decision  to sell and the time a Fund may be  permitted  to sell a security
under an effective  registration  statement.  If, during such a period,  adverse
market  conditions  were to develop,  a Fund might obtain a less favorable price
than prevailed when it decided to sell.

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

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

     Stripped U.S.  Treasury  Securities.  Government Fund, Target Maturity 2007
Fund and Target  Maturity  2010 Fund may  invest in  separated  or divided  U.S.
Treasury  securities.   These  instruments   represent  a  single  interest,  or
principal, payment on a U.S. Treasury bond which has been separated from all the
other interest  payments as well as the bond itself.  When a Fund purchases such
an  instrument,  it purchases the right to receive a single payment of a set sum
at a known  date in the  future.  The  interest  rate on such an  instrument  is
determined  by the price a Fund pays for the  instrument  when it purchases  the
instrument at a discount  under what the  instrument  entitles a Fund to receive
when the instrument matures. The amount of the discount a Fund will receive will
depend  upon the  length of time to  maturity  of the  separated  U.S.  Treasury
security and prevailing  market interest rates when the separated U.S.  Treasury
security is purchased.  Separated U.S.  Treasury  securities can be considered a
zero coupon investment because no payment is made to a Fund until maturity.  The
market values of these  securities are much more susceptible to change in market
interest rates than income-producing securities.

                                        5


<PAGE>



These securities are purchased with original issue discount and such discount is
includable as gross income to a Fund shareholder over the life of the security.

     Warrants.  International  Securities Fund may purchase warrants,  which are
instruments that permit the Fund to acquire, by subscription,  the capital stock
of a corporation at a set price,  regardless of the market price for such stock.
Warrants may be either perpetual or of limited duration. There is a greater risk
that warrants  might drop in value at a faster rate than the  underlying  stock.
The Fund may invest up to 15% of its total assets in warrants.

     When-Issued  Securities.   Growth  Fund,  High  Yield  Fund,  International
Securities  Fund,  Investment  Grade Fund,  Target  Maturity  2007 Fund,  Target
Maturity 2010 Fund and  Utilities  Income Fund may each invest up to 5% of their
net assets in securities  issued on a when-issued or delayed  delivery  basis. A
Fund generally  would not pay for such  securities or start earning  interest on
them until they are issued or  received.  However,  when a Fund  purchases  debt
obligations  on a when-  issued  basis,  it  assumes  the  risks  of  ownership,
including  the risk of price  fluctuation,  at the time of purchase,  not at the
time of receipt. Failure of the issuer to deliver a security purchased by a Fund
on a  when-issued  basis may result in such Fund  incurring a loss or missing an
opportunity  to  make  an  alternative  investment.  When a Fund  enters  into a
commitment  to purchase  securities  on a when-issued  basis,  it  establishes a
separate account with its custodian consisting of cash or liquid high-grade debt
securities  equal to the  amount of the Fund's  commitment,  which are valued at
their  fair  market  value.  If on any day the market  value of this  segregated
account falls below the value of a Fund's commitment,  the Fund will be required
to deposit additional cash or qualified  securities into the account until equal
to the value of the Fund's  commitment.  When the securities to be purchased are
issued,  a Fund will pay for the  securities  from  available  cash, the sale of
securities  in the  segregated  account,  sales  of  other  securities  and,  if
necessary,  from sale of the when-issued  securities themselves although this is
not ordinarily expected. Securities purchased on a when-issued basis are subject
to the risk that yields available in the market,  when delivery takes place, may
be higher than the rate to be received on the  securities a Fund is committed to
purchase. Sale of securities in the segregated account or other securities owned
by a Fund and when-issued securities may cause the realization of a capital gain
or loss.

   
     Portfolio  Turnover.  Although  each Fund  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 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 Fund's portfolio, with the exception
of securities whose maturities at the time of acquisition were one year or less,
were sold and either  repurchased  or replaced  within one year.  A high rate of
portfolio  turnover  generally  leads to  transaction  costs and may result in a
greater number of taxable transactions.  See "Portfolio  Transactions." The rate
of portfolio  turnover for the fiscal year ended  December 31, 1994 for the Blue
Chip  Fund,  Discovery  Fund,  Growth  Fund,  High  Yield  Fund,   International
Securities  Fund,  Investment Grade Fund and Utilities Income Fund was 82%, 53%,
40%, 50%, 36%, 15% and 31%, respectively. The rate of portfolio turnover for the
fiscal  year ended  December  31, 1995 for the Blue Chip Fund,  Discovery  Fund,
Growth Fund, High Yield Fund,  International  Securities Fund,  Investment Grade
Fund,  Target  Maturity 2007 Fund and  Utilities  Income Fund was 26%, 78%, 64%,
57%, 45%, 26%, 28% and 17%,  respectively.  See the Prospectus for the portfolio
turnover rate for the Government Fund and the expected  portfolio  turnover rate
for Target Maturity 2010 Fund.
    

                                        6


<PAGE>



                      HEDGING AND OPTION INCOME STRATEGIES

     The  Subadviser  may engage in certain  options and futures  strategies  to
hedge  International  Securities  Fund's  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 Life Series Fund's Board of Trustees to govern the
Fund's 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 Fund's ability to use Hedging  Instruments will be limited by tax
considerations. See "Taxes."

     International  Securities  Fund 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  Fund's  portfolio.  International
Securities  Fund  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  Fund also may purchase put and call options to offset
previously  written  put and  call  options  of the same  series.  International
Securities  Fund  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  Fund  will  write  only  covered  call
options, including options on futures contracts.

     International  Securities Fund 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 Fund also may enter into forward currency contracts.

     Participation in the options or futures markets  involves  investment risks
and  transaction  costs to which  International  Securities  Fund  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 Fund may leave the Fund in a worse
position than if such strategies were not used. The Fund 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 Fund will not use
leverage  in its  hedging  and  option  income  strategies.  In the case of each
transaction  entered into as a hedge, the Fund will hold securities,  currencies
or other  options or futures  positions  whose  values  are  expected  to offset
("cover") its obligations  hereunder.  The Fund will not enter into a hedging or
option  income  strategy that exposes the Fund to an obligation to another party
unless it owns either (1) an  offsetting  ("covered")  position  in  securities,
currencies or other options or futures  contracts or (2) cash,  receivables  and
short-


                                       7
<PAGE>


term  debt  securities  with a value  sufficient at all times to cover its
potential  obligations.  The Fund 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 Fund's  assets  could  impede
portfolio  management or the Fund's ability to meet redemption requests or other
current obligations.

     Options Strategies. International Securities Fund may purchase call options
on securities that the Subadviser  intends to include in the Fund's 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 Fund's  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 Fund either sells or exercises  the
option, any profit eventually realized will be reduced by the premium.  The Fund
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 Fund to sell the
underlying security at the predetermined  exercise price; thus the potential for
loss to the Fund 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 Fund 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 Fund 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 Fund will write covered call options on securities generally
when the  Subadviser  believes  that the  premium  received  by the  Fund,  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 Fund
declines,  the amount of such  decline  will be offset  wholly or in part by the
amount of the premium received by the Fund. If, however, there is an increase in
the market price of the  underlying  security and the option is  exercised,  the
Fund will be obligated to sell the security at less than its market  value.  The
Fund 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 OTC  options  written  by the  Fund,  and
therefore   subject  to  the  Fund's   limitation  on  investments  in  illiquid
securities.  See  "Restricted and Illiquid  Securities."  In addition,  the Fund
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  Fund 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 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


                                       8
<PAGE>


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 Fund invests.

     International Securities Fund 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 Fund 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 Fund 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 Fund 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 Fund and the opposite party with no clearing organization guarantee.
Thus, when the Fund 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 Fund as well as the loss of the  expected  benefit of
the transaction.

     Foreign Currency Options and Related Risks.  International  Securities Fund
may take  positions in options on foreign  currencies  in order to hedge against
the risk of foreign  exchange rate  fluctuations on foreign  securities the Fund
holds in its portfolio or intends to purchase.  For example,  if the Fund 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 Fund held
securities  denominated in a foreign currency,  and anticipated a decline in the
value of that  currency  against the U.S.  dollar,  the Fund could hedge against
such a decline by purchasing a put option on the currency  involved.  The Fund's
ability to establish  and close out  positions in such options is subject to the
maintenance of a liquid secondary market. Although the Fund 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 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


                                       9
<PAGE>



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,  Life
Series  Fund's  Board  of  Trustees  has  adopted   non-fundamental   investment
guidelines to govern the Fund's 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 Fund  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 Fund, exceeds 5% of the Fund's total assets. This policy does not limit risk
to 5% of the Fund's assets.

     Special  Characteristics  and  Risks  of  Options  Trading.   International
Securities  Fund may  effectively  terminate  its right or  obligation  under an
option by entering into a closing  transaction.  If the Fund wishes to terminate
its  obligation  to sell  securities  or  currencies  under a call option it has
written, the Fund 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 Fund 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 Fund 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 Fund 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 Fund intends to purchase or write
only  those  exchange-traded  options  for which  there  appears  to be a liquid
secondary  market,  there is no assurance  that a liquid  secondary  market will
exist for any particular option at any particular time.


                                       10
<PAGE>



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 Fund 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 Fund,
there is no assurance that the Fund 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  Fund  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 Fund would have to exercise those
options that it has  purchased  in order to realize any profit.  With respect to
options  written by the Fund, the inability to enter into a closing  transaction
may result in material  losses to the Fund.  For example,  because the Fund must
maintain a covered position with respect to any call option it writes,  the Fund
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 Fund's 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 Fund 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  Fund's  activities  in the  options  markets  may  result  in a higher
portfolio turnover rate and additional  brokerage costs;  however, the Fund 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  Fund 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 Fund 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 Fund 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
Fund's foreign securities holdings.  In this case, the sale of futures contracts
on the  underlying  currency  may reduce the risk to the Fund 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 Fund 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 Fund  against any rise in the
foreign  exchange  rate that may add  additional  costs to acquiring the foreign
security  position.  The Fund also may  purchase  call or put options on foreign
currency  futures  contracts to obtain a fixed foreign  exchange rate at limited
risk. The Fund 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 Fund 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  Fund 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 Fund's portfolio. To the extent that a portion of
the Fund's portfolio correlates with a given stock index, the sale of futures


                                       11
<PAGE>



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
Fund 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 Fund 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  Fund may purchase a call option on a stock index
future to hedge  against a market  advance  in equity  securities  that the Fund
plans to purchase at a future date.  The Fund may write  covered call options on
stock index futures as a partial hedge against a decline in the prices of stocks
held in the Fund's  portfolio.  The Fund also may  purchase put options on stock
index futures contracts.

     International  Securities Fund 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 Fund 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  Fund 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 Fund 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  Fund may  purchase a call  option on an interest
rate futures  contract to hedge against a market advance in debt securities that
the Fund plans to acquire at a future date. The Fund 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 Fund's  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 Fund's 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 Fund 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 Fund
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.  Compared  to the  purchase  or  sale  of  foreign  currency  futures
contracts, the purchase of call or put options


                                       12
<PAGE>



thereon  involves less potential risk to  International  Securities Fund 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,  Life Series  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 Fund will not  purchase  or sell  futures  contracts  or
related  options if,  immediately  thereafter,  the sum of the amount of initial
margin deposits on the Fund's existing futures positions and margin and premiums
paid for related options would exceed 5% of the market value of the Fund's total
assets.  The value of all futures sold will not exceed the total market value of
the  Fund's  portfolio.  This  policy  does not limit  risk to 5% of the  Fund's
assets.

     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  Fund 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 Fund
upon  termination  of  the  transaction,  assuming  all  obligations  have  been
satisfied. Under certain circumstances,  such as periods of high volatility, the
Fund 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 Fund's 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  Fund to  close a
position  and, in the event of adverse  price  movements  the Fund 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 Fund 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 Fund 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 Fund may need to sell  assets at a time when such sales are  disadvantageous
to the Fund. If the price of the futures  contract or related  option moves more
than  the  price of the  underlying  securities  or  currencies,  the Fund  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 Fund 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 Fund 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  Fund  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 Fund 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 Fund's 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 Fund 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 Fund may use forward
currency  contracts  to  protect  against  uncertainty  in the  level of  future
exchange rates. The Fund will not speculate with forward  currency  contracts or
foreign currency exchange rates.

     International  Securities  Fund may enter into forward  currency  contracts
with respect to specific transactions.  For example, when the Fund enters into a
contract  for the  purchase  or  sale of a  security  denominated  in a  foreign
currency,  or when the Fund  anticipates  the  receipt in a foreign  currency of
dividend or interest  payments on a security that it holds,  the Fund 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 Fund 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 Fund 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 Fund's  exposure  to foreign  currencies  that its
Subadviser  believes may rise in value  relative to the U.S.  dollar or to shift
the  Fund's  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 Fund 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 Fund 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 Fund 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 Fund to sustain losses
on these  contracts  and  transactions  costs.  The Fund may enter  into  formal
contracts  or  maintain  a net  exposure  to such  contracts  only  if the  Fund
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 Fund's 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  Fund to sell a  currency,  the Fund 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 Fund will obtain,
on the same maturity  date, the same amount of the currency that it is obligated
to deliver. Similarly, the Fund 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 Fund 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 Fund. 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  Fund.  The  cost to the Fund 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 investment  restrictions  set forth below have been adopted by the Life
Series Fund and,  unless  identified  as  non-fundamental  policies,  may not be
changed  without the affirmative  vote of a majority of the  outstanding  voting
securities  of Life Series Fund.  As provided in the  Investment  Company Act of
1940, as amended ("1940 Act"), a "vote of a majority of the  outstanding  voting
securities  of the Fund"  means the  affirmative  vote of the lesser of (1) more
than 50% of the outstanding  shares of the Fund or (2) 67% or more of the shares
of the Fund present at a meeting, if more than 50% of the outstanding shares are
represented  at the  meeting  in person  or by proxy.  Except  with  respect  to
borrowing,  changes in values of a  particular  Fund's  assets  will not cause a
violation  of the  following  investment  restrictions  so  long  as  percentage
restrictions are observed by that Fund at the time it purchases any security.
    

          (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 a 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  Fund's use of options,  futures
contracts or options on futures contracts.

          (3) Make loans,  except by purchase  of debt  obligations  and through
repurchase agreements. However, Life Series Fund's Board of Trustees may, on the
request of broker-dealers or other  unaffiliated  institutional  investors which
they deem qualified, authorize a 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 a  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;  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 a 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  Fund 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 Fund, 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, a Fund may invest in securities
secured by real estate or interests in real estate, and International Securities
Fund 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 a 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. A Fund  will not  invest  in any  securities  of any  issuer  if, to the
knowledge of the Fund,  any officer,  director or trustee of Life Series 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. A Fund will not purchase  any  security  if, as a result,  more than 15%
(10% for Cash  Management  Fund) 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 Funds' 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.

     3. Fundamental  investment  restriction (4)(a) above shall apply to 100% of
Cash Management Fund's assets.


                                       17
<PAGE>



                              TRUSTEES AND OFFICERS

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

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

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

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

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

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

Herbert  Rubinstein (74),  Trustee,  145 Elm Drive,  Roslyn, NY 11576.  Retired;
formerly President, Belvac International Industries, Ltd. and President, Central
Dental Supply.

James M. Srygley (63), Trustee,  33 Hampton Road, Chatham, NJ 07982.  Principal,
Hampton Properties, Inc. (property investment company).

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

Robert F. Wentworth (66), 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  (38),  Treasurer,  581 Main  Street,  Woodbridge,  NJ 07095.
Treasurer, FIC FIMCO, EIMCO and EIC; Comptroller and Treasurer, FICC.

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

- ----------
*    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
13 other registered investment companies in the First Investors Family of Funds.
Mr. Head is also an officer and/or Director of First Investors Asset  Management
Company, Inc., First Investors Credit Funding Corporation, First


                                       18
<PAGE>



Investors  Leverage  Corporation,  First Investors  Realty Company,  Inc., First
Investors Resources, Inc., N.A.K. Realty Corporation,  Real Property Development
Corporation,  Route  33  Realty  Corporation,  First  Investors  Life  Insurance
Company,   First  Financial  Savings  Bank,   S.L.A.,   First  Investors  Credit
Corporation and School Financial Management  Services,  Inc. Ms. Head is also an
officer  and/or  Director  of First  Investors  Life  Insurance  Company,  First
Investors Credit Corporation,  School Financial Management Services, Inc., First
Investors Credit Funding Corporation,  N.A.K. Realty Corporation,  Real Property
Development  Corporation,  First  Investors  Leverage  Corporation  and Route 33
Realty Corporation.

     The following table lists  compensation paid to the Trustees by Life Series
Fund for the fiscal year ended December 31, 1995.

<TABLE>
<CAPTION>
   
                                                                Pension or                Estimated            Total Compensation
                                             Aggregate          Retirement Benefits       Annual Benefits      From First Investors
                                             Compensation       Accrued as Part of        Upon                 Family of Funds
Trustee                                      From Fund*         Fund Expenses             Retirement           Paid to Trustees*
- -------                                      ------------       --------------------      -----------------    -----------------
<S>                                             <C>                    <C>                   <C>                    <C>    
James J. Coy                                    $2,400                 $-0-                  $-0-                   $37,200
Roger L. Grayson                                   -0-                  -0-                   -0-                       -0-
Glenn O. Head                                      -0-                  -0-                   -0-                       -0-
Kathryn S. Head                                    -0-                  -0-                   -0-                       -0-
F. William Ortman, Jr.**                         1,000                  -0-                   -0-                    15,500
Rex R. Reed                                      2,400                  -0-                   -0-                    37,200
Herbert Rubinstein                               2,400                  -0-                   -0-                    37,200
James M. Srygley***                              2,400                  -0-                   -0-                    37,200
John T. Sullivan                                   -0-                  -0-                   -0-                       -0-
Robert F. Wentworth                              2,400                  -0-                   -0-                    37,200
</TABLE>

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

                                   MANAGEMENT

     Adviser.  Investment  advisory  services to the Funds 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 Life  Series  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 Fund.

     Pursuant to the Advisory  Agreement,  FIMCO shall supervise and manage each
Fund's investments,  determine each Fund's portfolio  transactions and supervise
all aspects of each Fund's  operations,  subject to review by the Trustees.  The
Advisory  Agreement  also provides that FIMCO shall provide Life Series Fund and
each Fund with certain executive,  administrative and clerical personnel, office
facilities  and  supplies,  conduct the business and details of the operation of
Life Series Fund and each Fund and assume certain expenses  thereof,  other than
obligations  or  liabilities  of  the  Funds.  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  Fund,  or by FIMCO,  in each
instance  on not less than 60 days'  written  notice,  and  shall  automatically
terminate in the event of its assignment (as defined in the 1940 Act). The


                                       19
<PAGE>



Advisory  Agreement also provides that it will continue in effect,  with respect
to a Fund,  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 Fund,  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 Fund 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  Adviser has an  Investment  Committee  composed  of George V.  Ganter,
Margaret Haggerty,  Glenn O. Head, Nancy W. Jones,  Patricia D. Poitra,  Michael
O'Keefe,  Richard  Guinnessey and Clark D. Wagner.  The Committee  usually meets
weekly to discuss the  composition  of the  portfolio of each Fund and to review
additions to and deletions from the portfolios.

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

     For the fiscal year ended December 31, 1993, Blue Chip Fund's advisory fees
were  $214,369,  Cash  Management  Fund's  advisory fees were $19,805,  net of a
waiver of $29,519,  Discovery  Fund's  advisory fees were  $114,996,  Government
Fund's  advisory  fees were $24,232,  net of a waiver of $27,694,  Growth Fund's
advisory fees were  $154,256,  High Yield Fund's  advisory  fees were  $205,249,
International Securities Fund's advisory fees were $112,984 and Investment Grade
Fund's  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 Fund's advisory fees in the amount of $205 were waived in their
entirety.

     For the fiscal year ended December 31, 1994, Blue Chip Fund's advisory fees
were  $286,413,  Cash  Management  Fund's  advisory fees were $12,024,  net of a
waiver of $17,258,  Discovery  Fund's  advisory fees were  $194,546,  Government
Fund's  advisory  fees were $27,509,  net of a waiver of $31,440,  Growth Fund's
advisory  fees were $218,  813, High Yield Fund's  advisory fees were  $236,209,
International  Securities  Fund's advisory fees were $202,739,  Investment Grade
Fund's  advisory  fees were  $38,655,  net of a waiver of $44,177 and  Utilities
Income Fund's advisory fees were $4,772, net of a waiver of $16,163.

   
     For the fiscal year ended December 31, 1995, Blue Chip Fund's advisory fees
were  $399,774,  Cash  Management  Fund's  advisory fees were $14,398,  net of a
waiver of $16,454,  Discovery  Fund's  advisory fees were  $301,852,  Government
Fund's  advisory  fees were $31,084,  net of a waiver of $35,526,  Growth Fund's
advisory fees were  $311,003,  High Yield Fund's  advisory  fees were  $279,016,
International  Securities  Fund's advisory fees were $262,203,  Investment Grade
Fund's advisory fees
    


                                       20
<PAGE>



   
were $48,182,  net of a waiver of $55,066,  Target Maturity 2007 Fund's advisory
fees were  $25,339,  all of which  were  waived,  and  Utilities  Income  Fund's
advisory fees were $31,583, net of a waiver of $36,095.
    

     Subadviser.  Wellington Management Company has been retained by the Adviser
and Life Series Fund as the investment  subadviser to  International  Securities
Fund  and  Growth  Fund  under a  subadvisory  agreement  dated  June  13,  1994
("Subadvisory  Agreement").  The Subadvisory Agreement was approved by the Board
of Trustees of Life Series 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 Fund and Growth Fund.

     The Subadvisory Agreement provides that it will continue, with respect to a
Fund,  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 Fund 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 Fund,
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 Fund, 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 a Fund 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.

     Under the Subadvisory  Agreement,  the Adviser will pay to the Subadviser a
fee at an annual rate of 0.400% of the average  daily net assets of each Fund 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 Fund.

   
     For the fiscal  year ended  December  31,  1993,  the  Subadviser  received
$60,245 for its services with respect to the  International  Securities Fund and
$82,270 for its services  with  respect to the Growth Fund.  For the fiscal year
ended December 31, 1994, the Subadviser  received $108,127 for its services with
respect to the International  Securities Fund and $116,700 for its services with
respect to the Growth Fund.  For the fiscal year ended  December  31, 1995,  the
Subadviser  received  $139,842  for its service  with  respect to  International
Securities Fund and $141,153 for its services with respect to Growth Fund.
    

                        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 Funds invest are traded primarily in the OTC markets. In
the absence of market quotations, a Fund will determine the value of bonds based
upon quotes furnished by market


                                       21
<PAGE>



makers, if available,  or in accordance with the procedures described herein. In
that  connection,  the Board of Trustees has  determined  that a Fund 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.

     "When-issued  securities"  are  reflected in the assets of a Fund as of the
date the securities are purchased. Such investments are valued thereafter at the
mean  between  the most recent bid and asked  prices  obtained  from  recognized
dealers  in such  securities.  For  valuation  purposes,  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  Fund when purchased at a discount,  are valued at amortized cost and
when purchased at face value, are valued at cost plus accrued interest.

                        ALLOCATION OF PORTFOLIO BROKERAGE

     Purchases and sales of portfolio  securities by Target  Maturity 2007 Fund,
Target Maturity 2010 Fund, Investment Grade Fund, Government Fund and High Yield
Fund generally are principal transactions. In principal transactions,  portfolio
securities  are  normally   purchased  directly  from  the  issuer  or  from  an
underwriter  or market  maker  for the  securities.  There  will  usually  be no
brokerage  commissions  paid  by a  Fund  for  such  purchases.  Purchases  from
underwriters  will  include  the  underwriter's  commission  or  concession  and
purchases from dealers  serving as market makers will include the spread between
the bid and asked  price.  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.

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

     In effecting  portfolio  transactions,  the Adviser or the Subadviser seeks
best execution of trades either (1) at the most favorable and  competitive  rate
of  commission  charged  by any  broker or member  of an  exchange,  or (2) with
respect to agency transactions,  at a higher rate of commission if reasonable in
relation to brokerage and research services provided to a Fund or the Adviser or
the 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 the  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 the Subadviser in connection with a Fund. No portfolio  orders
are placed with an affiliated broker, nor does any affiliated broker participate
in these commissions.

     The Adviser or the  Subadviser  may combine  transaction  orders  placed on
behalf of any of the  Funds,  any other  fund in the  First  Investors  Group of
Funds,  and any Fund of Executive  Investors Trust and First Investors Life, for
the purpose of negotiating brokerage commissions or obtaining a more


                                       22
<PAGE>



favorable transaction price; and where appropriate, securities purchased or sold
may be  allocated,  in terms of price and  amount,  to a Fund  according  to the
proportion  that the size of the  transaction  order  actually  placed by a Fund
bears to the aggregate size of the  transaction  orders  simultaneously  made by
other participants in the transaction.

     Brokerage  commissions  for the fiscal year ended  December 31, 1993 are as
follows: Blue Chip Fund paid $43,811 in brokerage  commissions.  Of that amount,
$1,040 was paid in  brokerage  commissions  to brokers  who  furnished  research
services on  portfolio  transactions  in the amount of  $659,709.  International
Securities Fund 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 Fund 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 Fund 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 Fund 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 Fund of
the Fund did not pay brokerage  commissions.  For the period November 15 through
December 31, 1993, Utilities Income Fund paid $1,284.

     Brokerage  commissions  for the fiscal year ended  December 31, 1994 are as
follows:  Blue Chip Fund,  International  Securities  Fund,  Discovery  Fund and
Utilities Income Fund paid $96,570, $69,494, $34,423 and $14,811,  respectively,
in brokerage commissions.  Growth Fund 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 Fund 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 Fund of Life  Series Fund did not pay
brokerage commissions.

   
     Brokerage  commissions  for the fiscal year ended  December 31, 1995 are as
follows: Blue Chip Fund paid $57,716 in brokerage  commissions.  Of that amount,
$32,661 was paid in  brokerage  commissions  to brokers who  furnished  research
services on portfolio  transactions in the amount of $18,258,789.  International
Securities Fund paid $103,347 in brokerage  commissions,  none of which was paid
to brokers who  furnished  research  services.  Discovery  Fund paid  $58,774 in
brokerage  commissions.  Of that amount, $30,757 was in brokerage commissions to
brokers who furnished research services on portfolio  transactions in the amount
of  $12,229,787.  Growth Fund paid  $70,984 in  brokerage  commissions.  Of that
amount,  $51,652 was paid in  brokerage  commissions  to brokers  who  furnished
research  services  on  portfolio  transactions  in the  amount of  $31,898,514.
Utilities  Income Fund paid  $23,084 in brokerage  commissions.  Of that amount,
$11,949 was paid in  brokerage  commissions  to brokers who  furnished  research
services on portfolio  transactions  in the amount of  $4,773,646.  For the same
period, all other Funds of Life Series Fund did not pay brokerage commissions.
    

                                      TAXES

     Each Fund is treated  as a  separate  corporation  for  Federal  income tax
purposes.  In  order  to  continue  to  qualify  for  treatment  as a  regulated
investment  company  ("RIC")  under the  Code,  a Fund  must  distribute  to its
shareholders  for each  taxable  year at  least  90% of its  investment  company
taxable income  (consisting  generally of net investment  income, net short-term
capital gain and, for  International  Securities  Fund and High Yield Fund,  net
gains from certain foreign currency transactions) ("Distribution


                                       23
<PAGE>



Requirement") and must meet several additional requirements. For each Fund these
requirements include the following: (1) the Fund must derive at least 90% of its
gross income each taxable year from dividends,  interest,  payments with respect
to securities  loans and gains from the sale or other  disposition of securities
or, for International  Securities Fund and High Yield Fund, foreign  currencies,
or other  income  (including  for  International  Securities  Fund,  gains  from
options,  futures or forward  contracts) derived with respect to its business of
investing in securities  or, for  International  Securities  Fund and High Yield
Fund, those  currencies  ("Income  Requirement");  (2) the Fund must derive less
than  30% of its  gross  income  each  taxable  year  from  the  sale  or  other
disposition of securities or 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 Fund and High Yield Fund, foreign
currencies  (or  options,  futures or forward  contracts  thereon)  that are not
directly  related to its principal  business of investing in securities (or, for
International  Securities  Fund,  options  and  futures  with  respect  thereto)
("Short-Short  Limitation");  (3) at the  close of each  quarter  of the  Fund's
taxable year, at least 50% of the value of its total assets must be  represented
by cash and cash items, U.S. Government securities, securities of other RICs and
other  securities,  with those other securities  limited,  in respect of any one
issuer,  to an amount  that does not exceed 5% of the value of the Fund's  total
assets and that does not  represent  more than 10% of the  issuer's  outstanding
voting  securities;  and (4) at the close of each quarter of the Fund's  taxable
year,  not more than 25% of the value of its total  assets  may be  invested  in
securities  (other than U.S.  Government  securities or the  securities of other
RICs) of any one issuer.

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

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

     If  International  Securities  Fund or Discovery Fund invests in a PFIC and
elects to treat the PFIC as a  "qualified  electing  fund,"  then in lieu of the
foregoing  tax and interest  obligation,  a Fund would be required to include in
income each year its pro rata share of the qualified electing fund's annual


                                       24
<PAGE>



ordinary earnings and net capital gain (the excess of net long-term capital gain
over net short-term capital loss) -- which probably would have to be distributed
to satisfy the  Distribution  Requirement and avoid imposition of the Excise Tax
- -- even if  those  earnings  and  gain  were  not  received  by a Fund.  In most
instances it will be very difficult,  if not  impossible,  to make this election
because of certain requirements thereof.

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

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

     High Yield Fund,  Government Fund,  Investment Grade Fund,  Target Maturity
2007 Fund,  Target Maturity 2010 Fund and Utilities Income Fund may acquire zero
coupon  securities  issued with original  issue  discount.  As a holder of those
securities,  each Fund must  include in its income the original  issue  discount
that accrues on the securities  during the taxable year,  even if it receives no
corresponding payment on them during the year. Similarly, each Fund must include
in its  gross  income  securities  it  receives  as  "interest"  on  pay-in-kind
securities.  Because each Fund annually must distribute substantially all of its
investment  company  taxable  income,  including any original issue discount and
other  non-cash  income,  to  satisfy  the  Distribution  Requirement  and avoid
imposition of the Excise Tax, each Fund may be required in a particular  year to
distribute as a dividend an amount that is greater than the total amount of cash
it actually  receives.  Those  distributions  will be made from each Fund's cash
assets or from the proceeds of sales of portfolio securities, if necessary. Each
Fund may realize capital gains or losses from those sales,  which would increase
or decrease its  investment  company  taxable income and/or net capital gain. In
addition,  any such gains may be realized on the  disposition of securities held
for less than three  months.  Because of the  Short-Short  Limitation,  any such
gains  would  reduce the Fund's  ability to sell other  securities,  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.

     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  Fund realizes in
connection  therewith.  For  International  Securities Fund and High Yield Fund,
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 Fund 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 Fund's 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 Fund's  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.


                                       25
<PAGE>



     If International  Securities Fund 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 Fund 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  Fund  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 Fund's hedging
transactions.  To the extent this  treatment is not  available,  the Fund 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 Fund to continue to qualify as a RIC.

                               GENERAL INFORMATION

     Audits and Reports.  The  accounts of the Fund are audited  twice a year by
Tait, Weller & Baker,  independent  certified public  accountants.  Shareholders
receive semi-annual and annual reports of the Fund,  including audited financial
statements, and a list of securities owned.

     Shareholder Liability.  Life Series 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 Life Series Fund. The Declaration of Trust however,  contains, an
express  disclaimer of  shareholder  liability for acts or  obligations  of Life
Series  Fund  and  requires  that  notice  of such  disclaimer  be given in each
agreement, obligation or instrument entered into or executed by Life Series Fund
or the Trustees.  The Declaration of Trust provides for  indemnification  out of
the property of Life Series Fund of any shareholder  held personally  liable for
the obligations of Life Series Fund. The Declaration of Trust also provides that
Life  Series  Fund  shall,  upon  request,  assume the defense of any claim made
against  any  shareholder  for any act or  obligation  of Life  Series  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 Life Series 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.  Life  Series 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.


                                       26
<PAGE>



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.

                                   APPENDIX B
                      DESCRIPTION OF MUNICIPAL NOTE RATINGS

STANDARD & POOR'S

     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.


                                       27
<PAGE>



     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.





                                       28
<PAGE>










                            Target Maturity 2010 Fund
                  A series of First Investors Life Series Fund



                             Statement of Net Assets
                             as of February 5, 1996










                                       29
<PAGE>



                              ZERO COUPON 2010 FUND
                          (A Series of First Investors
                                Life Series Fund)
                             STATEMENT OF NET ASSETS
                                February 5, 1996


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
                                                                          ======


                        NOTES TO STATEMENT OF NET ASSETS

Note 1 -- Zero Coupon 2010 Fund (the "Fund"),  a separate  designated  series of
          First  Investors  Life Series Fund ("Life  Series  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 -- Life Series Fund was organized  under the laws of the  Commonwealth of
          Massachusetts  on June  12,  1985 and  presently  contains  ten  other
          operating  series.  Except for the  outstanding  shares of  beneficial
          interest  reflected in the  Statement of Net Assets,  Zero Coupon 2010
          Fund has not commenced operations.

Note 3 -- Organizational  expenses of the Fund will be borne by First  Investors
          Management Company, Inc.




                                       30
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

To the Trustees of First Investors
   Life Series Fund and the
   Shareholder of
   Zero Coupon 2010 Fund

     We have  audited the  accompanying  Statement  of Net Assets of Zero Coupon
2010 Fund (a series of First Investors Life Series Fund) as of February 5, 1996.
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
misstatements.  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 Zero  Coupon  2010  Fund  at  February  5,  1996 in
conformity with generally accepted accounting principles.




                                                    /s/Tait, Weller & Baker

                                                    TAIT, WELLER & BAKER



Philadelphia, Pennsylvania
February 7, 1996


                                       31
<PAGE>










   
                  Financial Statements as of December 31, 1995
    










                                       32
<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-Blue Chip Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                <C>
                    COMMON STOCKS--93.4%
                    Basic Industry--3.9%
          6,100  *  Alumax, Inc.                                                                    $   186,812        $    29
          5,450     Dow Chemical Company                                                                383,543             57
          7,700     Du Pont (E.I.) DE Nemours & Company                                                 538,037             80
          8,800     Freeport McMoRan Copper & Gold, Inc. Class "B"                                      247,500             37
          6,800     IMC Global, Inc.                                                                    277,950             42
          4,000     James River Corporation of Virginia                                                  96,500             14
          3,900     Mead Corporation                                                                    203,775             30
          6,100     Minnesota Mining & Manufacturing Company                                            404,125             60
          4,400     Sigma-Aldrich Corporation                                                           217,800             33
          1,400     Temple-Inland, Inc.                                                                  61,775              9
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      2,617,817            391
- ------------------------------------------------------------------------------------------------------------------------------
                    Capital Goods--7.5%
          5,200     Boeing Company                                                                      407,550             61
          3,000     Browning-Ferris Industries, Inc.                                                     88,500             13
          6,300     Deere & Company                                                                     222,075             33
          2,100     Eaton Corporation                                                                   112,612             17
          3,100     Emerson Electric Company                                                            253,425             38
          2,500     Foster Wheeler Corporation                                                          106,250             16
         23,800     General Electric Company                                                          1,713,600            256
          5,500     Grainger (W.W.), Inc.                                                               364,375             54
          6,800     Ingersoll-Rand Company                                                              238,850             36
          3,200     Lockheed Martin Corporation                                                         252,800             38
          3,900     Loral Corporation                                                                   137,962             21
          7,200     Raytheon Company                                                                    340,200             51
          3,600     United Technologies Corporation                                                     341,550             51
          6,000  *  Varity Corporation                                                                  222,750             33
          8,000     WMX Technologies, Inc.                                                              239,000             36
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      5,041,499            754
- ------------------------------------------------------------------------------------------------------------------------------
                    Consumer Durables--1.7%

          6,800     Corning, Inc.                                                                       217,600             32
          1,400     Fleetwood Enterprises, Inc.                                                          36,050              5
         14,250     Ford Motor Company                                                                  413,250             62
          5,100     Goodyear Tire & Rubber Company                                                      231,412             35
          7,450     Masco Corporation                                                                   233,744             35
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,132,056            169
- ------------------  ----------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>      <C>                                                                                            <C>                 <C>
                    Consumer Non-Durables--22.1%
         12,200     Abbott Laboratories                                                                 509,350             75
          4,100     American Home Products Corporation                                                  397,700             58
          6,900     Anheuser-Busch Companies, Inc.                                                      461,438             69
          6,800  *  Astra AB (ADR) Class "A"                                                            272,000             41
          7,400     Bristol-Myers Squibb Company                                                        635,475             95
         18,250     Coca-Cola Company                                                                 1,355,062            203
          6,200     Columbia/HCA Healthcare Corporation                                                 314,650             47
          5,300     CPC International, Inc.                                                             363,712             54
          5,350     Eastman Kodak Company                                                               358,450             54
          8,400     Eli Lilly & Company                                                                 472,500             71
          3,800     General Mills, Inc.                                                                 219,450             33
          6,400     Gillette Company                                                                    333,600             50
          9,750     Heinz (H.J.) Company                                                                322,969             48
          5,000     Hershey Foods Corporation                                                           325,000             49
          9,400     Johnson & Johnson                                                                   804,875            120
          3,100     Kellogg Company                                                                     239,475             36
          5,200     Kimberly-Clark Corporation                                                          430,300             64
         17,900     Merck & Company, Inc.                                                             1,176,925            176
         12,500     Newell Company                                                                      323,438             48
          4,100     Nike, Inc.                                                                          285,463             43
         13,300     PepsiCo, Inc.                                                                       743,138            111
          9,100     Pfizer, Inc.                                                                        573,300             86
         13,800     Philip Morris Companies, Inc.                                                     1,248,900            187
         10,000     Procter & Gamble Company                                                            830,000            124
          5,200  *  Ralcorp Holdings, Inc.                                                              126,100             19
          5,200     Schering-Plough Corporation                                                         284,700             43
          8,100     Teva Pharmaceutical Industries Ltd. (ADR)                                           375,638             56
          3,800     Unilever N.V.                                                                       534,850             80
          4,000     United Healthcare Corporation                                                       262,000             39
          2,000     Warner-Lambert Company                                                              194,250             29
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                     14,774,708          2,208
- ------------------------------------------------------------------------------------------------------------------------------
                    Consumer Services--11.0%
          6,500     Brunswick Corporation                                                               156,000             24
          2,200     Capital Cities/ABC, Inc.                                                            271,425             41
          2,700  *  CUC International, Inc.                                                              92,137             14
          3,800     Darden Restaurants, Inc.                                                             45,125              7
          6,600     Gap, Inc.                                                                           277,200             41
          4,500  *  HFS, Inc.                                                                           367,875             55
          6,500     Home Depot, Inc.                                                                    311,187             47
          3,900     ITT Corporation                                                                     206,700             31
          3,900     ITT Hartford Group, Inc.                                                            188,662             28
          3,900     ITT Industries, Inc.                                                                 93,600             14
          6,000  *  Kroger Company                                                                      225,000             34
          4,250     Marriott International, Inc.                                                        162,562             24
          7,325     Mattel, Inc.                                                                        225,244             34
          4,700     May Department Stores Company                                                       198,576             30
         10,150     McDonald's Corporation                                                              458,019             68
          2,900     McGraw-Hill Companies, Inc.                                                         252,662             38
          5,500     Nordstrom, Inc.                                                                     222,750             33
         12,400  *  Price/Costco, Inc.                                                                  189,100             28
          5,200     Sears, Roebuck and Company                                                          202,800             30
          5,900     Talbots, Inc.                                                                       169,625             25
         10,625  *  Tele-Communications, Inc., Liberty Media Group Class "A"                            285,547             43


<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------

<S>      <C>                                                                                            <C>                 <C>
         16,100  *  Tele-Communications, Inc., TCI Group Class "A"                                      319,988             48
          5,200     Time Warner, Inc.                                                                   196,950             29
          6,400     US West Media Group                                                                 121,600             18
          5,000  *  Viacom, Inc. Class "B"                                                              236,875             35
          6,400  *  Vons Companies, Inc.                                                                180,800             27
         39,400     Wal-Mart Stores, Inc.                                                               881,575            132
          5,000     Walgreen Company                                                                    149,375             22
          7,600     Walt Disney Company                                                                 448,400             67
         13,800  *  Woolworth Corporation                                                               179,400             27
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      7,316,759          1,094
- ------------------------------------------------------------------------------------------------------------------------------
                    Energy--12.0%
          3,800     Aluminum Company of America                                                         200,925             30
          7,100     Amoco Corporation                                                                   510,313             76
          3,400     Atlantic Richfield Company                                                          376,550             56
          6,200     Avery Dennison Corporation                                                          310,775             46
         10,700     Baker Hughes, Inc.                                                                  260,813             39
         10,300     Barrick Gold Corporation                                                            271,663             41
          2,700     Burlington Resources, Inc.                                                          105,975             16
          9,400     Chevron Corporation                                                                 493,500             74
         10,100     Enron Corporation                                                                   385,062             58
         18,000     Exxon Corporation                                                                 1,442,250            216
          2,300     Kerr-McGee Corporation                                                              146,050             22
          5,700     Mobil Corporation                                                                   638,400             95
          7,700     Morton International, Inc.                                                          276,237             41
          4,900     Pacific Enterprises                                                                 138,425             21
          3,450     Phillips Petroleum Company                                                          117,731             18
          7,900     Royal Dutch Petroleum Company                                                     1,114,888            167
          4,100     Schlumberger Ltd.                                                                   283,925             42
         11,900     Sonat, Inc.                                                                         423,938             63
          3,500     Texaco, Inc.                                                                        274,750             41
          9,000     Unocal Corporation                                                                  262,125             39
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                      8,034,295          1,201
- ------------------------------------------------------------------------------------------------------------------------------
                    Financial--11.4%
          6,650     American Express Company                                                            275,144             42
          6,900     American International Group, Inc.                                                  638,250             95
          6,900     American Re Corporation                                                             282,038             42
         14,700     Banc One Corporation                                                                554,925             83
          4,500     Bank of New York Company, Inc.                                                      219,375             33
          6,600     BankAmerica Corporation                                                             427,350             64
         11,700     Charles Schwab Corporation                                                          235,463             35
          4,200     Chase Manhattan Corporation                                                         254,625             38
          5,100     Chemical Banking Corporation                                                        299,625             45
          2,900     Chubb Corporation                                                                   280,575             42
          9,000     Citicorp                                                                            605,250             90
          5,400     Dean Witter Discover and Company                                                    253,800             38
          6,300     Federal National Mortgage Association                                               781,987            117
          4,600     First Union Corporation                                                             255,875             38
          1,900     General Re Corporation                                                              294,500             44
         30,800     Hibernia Corporation Class "A"                                                      331,100             49
            950     Marsh & McLennan Companies, Inc.                                                     84,312             13
          5,400     Mellon Bank Corporation                                                             290,250             43
          6,900     NationsBank Corporation                                                             480,413             72

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------

<S>      <C>                                                                                            <C>                 <C>
         13,800     Norwest Corporation                                                                 455,400             68
          8,800     Salomon, Inc.                                                                       312,400             47
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      7,612,657          1,138
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Technology--13.8%
          9,100  *  Airtouch Communications, Inc.                                                       257,075             39
          7,200  *  Applied Materials, Inc.                                                             283,500             42
          4,100  *  Ascend Communications, Inc.                                                         332,613             50
         23,000     A T & T Corp.                                                                     1,489,250            223
          1,700     Autodesk, Inc.                                                                       58,225              9
          3,100     Automatic Data Processing, Inc.                                                     230,175             34
          9,500  *  Cisco Systems, Inc.                                                                 708,937            106
          2,100     Computer Associates International, Inc.                                             119,438             18
         16,500  *  EMC Corporation                                                                     253,687             38
          8,300     First Data Corporation                                                              555,062             83
          7,600     Hewlett-Packard Company                                                             636,500             95
         11,600     Intel Corporation                                                                   658,300             98
          8,800     International Business Machines Corporation                                         807,400            121
          7,500  *  LSI Logic Corporation                                                               245,625             37
          9,900     MCI Communications Corporation                                                      258,637             38
          8,400  *  Microsoft Corporation                                                               737,100            109
          9,400     Motorola, Inc.                                                                      535,800             80
          7,100  *  National Semiconductor Corporation                                                  157,975             24
         11,650  *  Oracle Corporation                                                                  493,669             74
          8,100  *  Premenos Technology Corporation                                                     213,638             32
          5,100     Sprint Corporation                                                                  203,362             30
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      9,235,968          1,380
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Telecommunications--.3%
          6,400     US West Communications Group                                                        228,800             34
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Transportation--1.3%
          4,000  *  AMR Corporation                                                                     297,000             44
          2,400     Burlington Northern, Inc.                                                           187,200             28
          5,700     Union Pacific Corporation                                                           376,200             56
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        860,400            128
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Utilities--8.4%
          7,400     Ameritech Corporation                                                               436,600             64
          6,300     Bell Atlantic Corporation                                                           421,313             63
         16,100     BellSouth Corporation                                                               700,350            105
          8,700     Carolina Power & Light Company                                                      300,150             45
         15,100     CINergy Corporation                                                                 462,438             69
          8,700     Duke Power Company                                                                  412,162             62
         10,500     FPL Group, Inc.                                                                     486,937             73
         13,300     GTE Corporation                                                                     585,200             88
          5,800     NYNEX Corporation                                                                   313,200             48
          6,100     Pacific Telesis Group                                                               205,112             31
          9,800     PacifiCorp                                                                          208,250             31
          6,000     Peco Energy Company                                                                 180,750             27
          8,300     SBC Communications, Inc.                                                            477,250             71
         10,500     Texas Utilities Company                                                             431,813             65
- ------------------  ----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------

<S>                                                                                                   <C>                  <C>
                                                                                                      5,621,525            842
- ------------------------------------------------------------------------------------------------------------------------------
                    Total Value of Common Stocks ($49,784,003)                                       62,476,484          9,339
- ------------------------------------------------------------------------------------------------------------------------------
                    CONVERTIBLE BONDS--.5%

       $   500M     Bell Sports Corporation, 4 1U4%, 11/15/00 (cost $429,695)                           350,000             52
- ------------------  ----------------------------------------------------------------------------------------------------------
                    SHORT-TERM CORPORATE NOTES--5.5%

           600M     Hewlett Packard Company, 5.72%, 1/11/96                                             599,047             90
         1,050M     Hitachi America Ltd., 5.90%, 1/10/96                                              1,048,451            156
           400M     Idaho Power Company, 5.75%, 1/12/96                                                 399,297             59
           800M     Lubrizol Corporation, 5.74%, 1/5/96                                                 799,490            120
           800M     Nestle Capital Corporation, 5.67%, 1/3/96                                           799,748            120
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Short-Term Corporate Notes (cost $3,646,033)                       3,646,033            545
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $53,859,731)                             99.4%                      66,472,517          9,936
Other Assets, Less Liabilities                                              .6                          427,227             64
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                               100.0%                     $66,899,744        $10,000
==================  ==========================================================================================================
* Non-income producing

See notes to financial statements

</TABLE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-Cash Management Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
Principal                                                                             Interest                      $10,000 of
   Amount           Security                                                            Rate*        Value          Net Assets
- ------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                 <C>       <C>                  <C>
                    SHORT-TERM CORPORATE NOTES--91.5%

          $ 63M     Baltimore Gas & Electric Company, 4/15/96                           6.00%     $   63,530           $   152
           200M     BellSouth Telecommunications, Inc., 2/9/96                          5.63         198,780               477
           200M     Brown-Forman Corporation, 2/12/96                                   5.70         198,670               477
           200M     Chevron Oil Finance Company, 1/12/96                                5.75         199,648               480
           155M     Consolidated Natural Gas Company, 1/5/96                            5.72         154,902               372
           189M     Dresser Industries, Inc., 1/31/96                                   5.73         188,099               452
           107M     Gannett Company, 1/17/96                                            5.80         106,724               256
           100M     GTE South, Inc., 2/7/96                                             5.73          99,411               239
           200M     Hewlett Packard Company, 1/25/96                                    5.68         199,243               479
           200M     Hitachi America Ltd., 1/12/1996                                     5.55         199,660               480
           200M     Laclede Gas Company, 1/31/96                                        5.65         199,058               478
           100M     Lubrizol Corporation, 1/5/96                                        5.74          99,936               240
           200M     McGraw-Hill Inc., 2/21/96                                           5.67         198,394               477
           150M     Merck & Company, Inc., 8/14/96                                      5.59         153,787               370
           150M     National Rural Utilities Cooperative
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
Principal                                                                             Interest                      $10,000 of
   Amount           Security                                                            Rate*        Value          Net Assets
- ------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                 <C>       <C>                  <C>
                     Financial Corporation, 2/9/96                                      5.62         149,087               358
           100M     Pacific Bell, 1/22/96                                               5.65          99,670               240
           200M     PepsiCo, Inc., 1/30/96                                              5.86         206,287               496
           150M     Pitney Bowes Credit, Inc., 2/13/96                                  5.65         148,988               358
           200M     Southern California Edison Company, 1/19/96                         5.68         199,432               479
           200M     TDK U.S.A. Corporation, 1/22/96                                     5.65         199,341               479
           200M     The Stanley Works, 3/6/96                                           5.60         197,978               476
           200M     U.S. Borax & Chemical Corporation, 3/21/96                          5.53         197,542               475
           150M     Waste Management, Inc., 4/14/96                                     5.84         150,926               363
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Short-Term Corporate Notes (cost $3,809,093)                    3,809,093             9,153
- ------------------  ----------------------------------------------------------------------------------------------------------
                    U.S. GOVERNMENT AGENCIES--7.3%

           200M     Federal Home Loan Bank, 12/27/96                                    5.55         200,152               481
           100M     Tennessee Valley Authority, 9/9/96                                  5.51         100,712               242
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of U.S. Government Agencies (cost $300,864)                          300,864               723
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $4,109,957)                                         98.8%         4,109,957             9,876
Other Assets, Less Liabilities                                                        1.2             51,607               124
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                                          100.0%        $4,161,564           $10,000
==================  ==========================================================================================================
* The interest rate shown is the effective rate at the time of purchase.

See notes to finanical statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-Discovery Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>
                    COMMON STOCKS--84.9%
                    Basic Industry--2.0%
          3,800     Chesapeake Corporation                                                          $   112,575        $    23
         26,200     Interpool, Inc.                                                                     468,325             92
         29,300  *  Repap Enterprises, Inc.                                                             130,018             26
          8,700     Schulman (A.), Inc.                                                                 195,750             38
          9,800  *  Universal Stainless & Alloy Products, Inc.                                          104,125             20
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,010,793            199
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Capital Goods--3.0%
         10,850     Agco Corporation                                                                    553,350            109
         16,400     Case Corporation                                                                    750,300            147
         24,800     Owosso Corporation                                                                  220,100             43
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,523,750            299
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Consumer Durables--1.2%
         10,100     Falcon Products, Inc.                                                               132,562             26
         24,900  *  National R.V. Holdings, Inc.                                                        289,463             57
          3,800  *  Wolverine Tube, Inc.                                                                142,500             28
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        564,525            111
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Consumer Non-Durables--1.5%
         10,200     Dreyer's Grand Ice Cream, Inc.                                                      339,150             67
         17,600  *  Ralcorp Holdings, Inc.                                                              426,800             84
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        765,950            151
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Consumer Services--20.1%
         11,300     Advo, Inc.                                                                          293,800             58
         14,700  *  Barnes & Noble, Inc.                                                                426,300             84
         31,200  *  Bell Sport Corporation                                                              249,600             49
         46,700  *  Cannondale Corporation                                                              741,362            146
         26,400  *  Cinar Films, Inc. Class "B"                                                         399,300             78
         18,150  *  CUC International, Inc.                                                             619,369            122
         19,600  *  Discount Auto Parts, Inc.                                                           610,050            120
         20,400     Equifax, Inc.                                                                       436,050             86
          7,000  *  Federated Department Stores, Inc.                                                   192,500             38
         21,400  *  Franklin Electronic Publishers, Inc.                                                631,300            124
         14,000     Gaylord Entertainment Class "A"                                                     388,500             76
         24,600  *  Home Shopping Network, Inc.                                                         221,400             43
         22,200     LA Quinta Inns, Inc.                                                                607,725            119
         16,900  *  Meyer (Fred), Inc.                                                                  380,250             75
         19,400  *  Monarch Casino & Resort, Inc.                                                        67,900             13
         13,900  *  NHP, Inc.                                                                           257,150             51
         12,100  *  REX Stores Corporation                                                              214,775             42
         20,000     Rite Aid Corporation                                                                685,000            135
          5,600  *  Studio Plus Hotels, Inc.                                                            144,200             28
          9,000     Talbots, Inc.                                                                       258,750             51
         24,100  *  Tele-Communications, Inc., TCI Group Class "A"                                      478,988             94
         43,200  *  US Office Products Company                                                          982,800            193
         35,000  *  USCI, Inc.                                                                          345,625             68
         12,900  *  Viacom, Inc. Class "B"                                                              611,138            120
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                     10,243,832          2,013
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Energy--.8%

          8,400     Snyder Oil Company                                                                  101,850             20
          2,800     Sonat, Inc.                                                                          99,750             20
          4,200  *  Tejas Gas Corporation                                                               222,075             43
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        423,675             83
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Financial--8.1%

         14,600  *  American Travellers Corporation                                                     410,625             81
         25,600     Amvestors Financial Corporation                                                     300,800             59
          6,100     Boatmens Bancshares, Inc.                                                           249,337             48
          1,700     Commercial Federal Corporation                                                       64,175             13
         10,200     First USA, Inc.                                                                     452,625             89
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>
         20,400     Independent Bancorporation                                                          150,450             30
         14,700     Integon Corporation                                                                 303,187             60
          6,500  *  Mark Twain Bancshares, Inc.                                                         251,875             49
          5,700     Mercanitle Bancorporation                                                           262,200             52
         27,300  *  Penn Treaty American Corporation                                                    450,450             88
         17,050     Reliance Group Holdings, Inc.                                                       147,056             29
          7,182     Southern National Corporation                                                       188,528             37
         21,000     Titan Holdings, Inc.                                                                301,875             59
         14,100  *  WFS Financial, Inc.                                                                 274,950             54
         25,000     Willis Corroon Group PLC (ADR)                                                      290,625             57
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      4,098,758            805
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Health Care/Miscellaneous--13.3%
          8,400  *  AHI Healthcare Systems, Inc.                                                         48,300              9
         13,900  *  American Medical Response, Inc.                                                     451,750             89
          5,600  *  American Oncology Resources, Inc.                                                   272,300             54
         29,500  *  Applied Bioscience International, Inc.                                              199,125             39
         11,700  *  Arbor Health Care Company                                                           204,750             40
         10,100  *  Boston Scientific Corporation                                                       494,900             98
         11,000     Dentsply International, Inc.                                                        440,000             86
         33,800  *  Ethical Holdings PLC (ADR)                                                          304,200             60
         15,000     Fisher Scientific International                                                     500,625             98
         10,100  *  Health Care and Retirement Corporation                                              353,500             69
         13,200  *  Humana, Inc.                                                                        361,350             71
          7,000  *  InStent, Inc.                                                                       105,000             21
         12,200  *  Living Centers of America, Inc.                                                     427,000             84
         22,400  *  Mid Atlantic Medical Services, Inc.                                                 543,200            107
          4,200  *  Norland Medical Systems, Inc.                                                        97,650             19
         14,300  *  Noven Pharmaceuticals, Inc.                                                         160,875             32
          8,400  *  Orthologic Corporation                                                              121,800             24
         11,900  *  Pacific Physicians Services, Inc.                                                   214,200             42
         12,300  *  Pyxis Corporation                                                                   179,888             35
          7,000  *  Rural/Metro Corporation                                                             158,375             31
          7,000  *  Tecnol Medical Products, Inc.                                                       126,000             25
         15,500     Teva Pharmaceutical Industries Ltd. (ADR)                                           718,813            141
         29,200  *  Vidamed, Inc.                                                                       277,400             54
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      6,761,001          1,328
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Technology--27.3%
         11,800  *  Adaptec, Inc.                                                                       483,800             95
          7,500  *  Altera Corporation                                                                  373,125             73
         11,300  *  Applied Materials, Inc.                                                             444,937             87
         14,300  *  Atmel Corporation                                                                   319,962             63
         13,400  *  Bisys Group, Inc.                                                                   412,050             81
         12,900  *  Broadway & Seymour, Inc.                                                            209,625             41
         14,000  *  Catalyst International, Inc.                                                        161,000             32
          5,600  *  Cerner Corporation                                                                  114,800             23
          5,500  *  Cisco Systems, Inc.                                                                 410,437             81
          6,850     Computer Associates International, Inc.                                             389,594             77
         14,000  *  Cornerstone Imaging, Inc.                                                           203,000             40
         15,400  *  Data Works Corporation                                                              194,425             38
         14,000  *  Davidson & Associates, Inc.                                                         308,000             61
          9,700  *  Discreet Logic, Inc.                                                                242,500             48
         24,800  *  EMC Corporation                                                                     381,300             75
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>
          7,500  *  FileNet Corporation                                                                 352,500             69
         20,500  *  Fulcrum Technologies, Inc.                                                          666,250            131
          5,600  *  HCIA, Inc.                                                                          261,800             51
         14,000  *  IDX Systems Corporation                                                             486,500             96
         13,200  *  IMNET Systems, Inc.                                                                 316,800             62
          6,700  *  Informix Corporation                                                                201,000             39
         14,900  *  Integrated Micro Products PLC (ADR)                                                 275,650             54
         23,700  *  Intersolv                                                                           305,137             60
          5,300  *  Lam Research Corporation                                                            242,475             48
         17,900  *  LSI Logic Corporation                                                               586,225            115
         11,200  *  Mercury Interactive Corporation                                                     204,400             40
         12,900  *  Metatec Corporation                                                                 141,900             28
         19,500  *  MySoftware Company                                                                  248,625             49
         33,200  *  National Semiconductor Corporation                                                  738,700            145
         14,550  *  Oracle Corporation                                                                  616,556            121
         54,900  *  Plasma-Therm, Inc.                                                                  137,250             27
         21,800  *  Premenos Technology Corporation                                                     574,975            113
         12,500     Reynolds & Reynolds Company                                                         485,938             95
         18,200  *  Saville Systems Ireland (ADR)                                                       259,350             51
         11,300  *  Softkey International, Inc.                                                         261,313             51
         28,700  *  Symantec Corporation                                                                667,275            131
         22,500  *  System Soft Corporation                                                             253,125             50
         15,100  *  Tower Semiconductor Ltd.                                                            334,088             66
          5,700  *  Veritas Software Corporation                                                        216,600             43
         13,800  *  VLSI Technology, Inc.                                                               250,126             48
          5,100  *  Xilinx, Inc.                                                                        155,550             31
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                     13,888,663          2,729
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Telecommunications--6.8%
          6,300  *  Ascend Communications, Inc.                                                         511,087            100
         10,900  *  Boston Technology, Inc.                                                             138,975             27
         19,000     ECI Telecommunications Limited Designs                                              433,437             85
         16,400     Ericsson (L.M.) Telephone Co. (ADR) Class "B"                                       319,800             63
          6,000     Motorola, Inc.                                                                      342,000             67
          5,300  *  Netcom On-Line Communication  Services, Inc.                                        190,800             37
          9,100     Nokia Corporation (ADR) Class "A"                                                   353,763             70
         14,000  *  Octel Communications Corporation                                                    451,500             89
          5,100  *  TCSI Corporation                                                                     94,350             19
         24,100  *  Tele-Communications, Inc., Liberty Media Group Class "A"                            647,687            127
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      3,483,399            684
- ------------------------------------------------------------------------------------------------------------------------------
                    Transportation--.8%
          2,800  *  Celadon Group, Inc.                                                                  25,200              5
         49,300  *  Transportacion Maritima Mexicana SA (ADR)                                           412,888             81
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        438,088             86
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Common Stocks (cost $36,077,157)                                  43,202,434          8,488
- ------------------  ----------------------------------------------------------------------------------------------------------
                    CONVERTIBLE BONDS--.3%
                    Health Care/Miscellaneous
           150M     Pacific Physicians Services, Inc., 5 1U2%, 2003 (cost $150,000)                     145,125             29
- ------------------  ----------------------------------------------------------------------------------------------------------
                    SHORT-TERM CORPORATE NOTES--14.9%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>

           650M     Appalachian Power, 6%, 1/2/1996                                                     649,892            128
         1,000M     Dresser Industries, 5.75%, 1/16/1996                                                997,604            196
           250M     Ford Motor, 5.70%, 1/11/1996                                                        249,604             49
           700M     Idaho Power, 5.65%, 1/11/1996                                                       698,902            138
         1,000M     Lubrizol Corporation, 5.74%, 1/5/1996                                               999,362            196
         2,000M     Pacific Bell, 5.65%, 1/22/96                                                      1,993,408            392
         1,600M     Pearson Incorporated, 5.80%, 1/23/1996                                            1,594,329            313
           400M     Stanley Works, 5.72%, 1/12/1996                                                     399,301             78
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Short-Term Corporate Notes (cost $7,582,402)                       7,582,402          1,490
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $43,809,559)                            100.1%                      50,929,961         10,007
Excess of Liabilities Over Other Assets                                    (.1)                         (30,000)            (7)
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                               100.0%                     $50,899,953         10,000
==================  ==========================================================================================================
* Non-income producing

See notes to financial statements

</TABLE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-Government Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each

      Principal                                                                                                     $10,000 of
         Amount     Security                                                                              Value     Net Assets

- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                              <C>                <C>
                    MORTGAGE-BACKED CERTIFICATES--44.9%
        $   36M     Federal Home Loan Mortgage Corp., 6 1/2%, 4/1/2024                               $   36,408         $   38
           133M     Federal Home Loan Mortgage Corp., 6 1/2%, 6/1/2024                                  132,030            139
         1,066M     Federal Home Loan Mortgage Corp., 6 1/2%, 9/1/2024                                1,054,647          1,110
           862M     Federal National Mortgage Association, 9%, 10/1/2020                                911,301            959
           508M     Government National Mortgage Association, 7 1/2%, 8/15/2025                         523,017            551
           999M     Government National Mortgage Association, 7 1/2%, 11/15/2025                      1,027,937          1,082
           198M     Government National Mortgage Association, 11 1/2%, 10/15/2012                       222,517            234
           317M     Government National Mortgage Association, 11 1/2%, 5/15/2015                        356,103            375
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Mortgage-Backed Certificates (cost $4,211,839)                     4,263,960          4,488
- ------------------  ----------------------------------------------------------------------------------------------------------
                    U.S. GOVERNMENT AGENCY OBLIGATIONS--39.3%

         1,100M     Federal Farm Credit, 8.65%, 10/01/2099                                            1,216,724          1,281
         1,400M     Federal Home Loan Bank, 5.92%, 6/29/2000                                          1,421,875          1,496
         1,000M     Federal National Mortgage Association, 8 1/2%, 2/1/2005                           1,095,000          1,153
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of U.S. Government Agency Obligations (cost $3,733,054)               3,733,599          3,930
- ------------------  ----------------------------------------------------------------------------------------------------------
                    U.S. GOVERNMENT OBLIGATIONS--12.9%
         1,150M     U.S. Treasury Note, 6 1/2%, 8/15/2005 (cost $1,177,695)                           1,226,547          1,291
- ------------------  ----------------------------------------------------------------------------------------------------------
                    SHORT-TERM CORPORATE NOTES--1.4%
           130M     Appalachian Power 6%, 1/2/96 (cost $129,957)                                        129,957            137
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $9,252,545)                                      98.5%               9,354,063          9,846
Other Assets, Less Liabilities                                                     1.5                  146,124            154
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                                       100.0%              $9,500,187        $10,000
==================  ==========================================================================================================

See notes to financial statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-Blue Chip Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>
                    COMMON STOCKS--97.7%
                    Apparel/Textiles--.4%
          6,000  *  Nine West Group, Inc.                                                           $   225,000        $    44
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Banks--6.6%
          5,000     Associated Banc-Corp                                                                204,687             40
          8,000     Bancorp Hawaii, Inc.                                                                287,000             56
         21,900     First Bank System, Inc.                                                           1,086,787            212
          5,350     First Commercial Corporation                                                        176,550             35
         10,000     J.P. Morgan & Company, Inc.                                                         802,500            157
          4,000     Old Kent Financial Corporation                                                      164,500             32
         15,000     State Street Boston Corporation                                                     675,000            132
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      3,397,024            664
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Business Services--2.9%
         12,000     Dames & Moore, Inc.                                                                 145,500             28
          7,500  *  DST Systems, Inc.                                                                   213,750             42
         10,000     G & K Services, Inc. Class "A"                                                      255,000             50
          4,000  *  Ionics, Inc.                                                                        174,000             34
         19,000     Sysco Corporation                                                                   617,500            121
          5,000  *  Tetra Tech, Inc.                                                                    113,750             22
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,519,500            297
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Chemicals--4.6%
          7,600     Air Products and Chemicals, Inc.                                                    400,900             78
         21,600     Engelhard Corporation                                                               469,800             92
         20,800     Morton International, Inc.                                                          746,200            146
         13,500     Nalco Chemical Company                                                              406,688             79
         15,000     Schulman (A.), Inc.                                                                 337,500             66
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,361,088            461
- ------------------------------------------------------------------------------------------------------------------------------
                    Communication Equipment--5.1%
         32,000     Ericsson (L.M.) Telephone Co. (ADR) Class "B"                                       624,000            122
         20,000  *  General Instrument Corporation                                                      467,500             92
         10,800     Motorola, Inc.                                                                      615,600            120
          7,200     Nokia Corporation (ADR) Class "A"                                                   279,900             55
         13,000  *    3COM Corporation                                                                  606,125            118
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,593,125            507
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Computers & Office Equipment--3.0%
          9,000  *  Compaq Computer Corporation                                                         432,000             85
         10,800     Hewlett-Packard Company                                                             904,500            177
         12,800     Sensormatic Electronics Corporation                                                 222,400             43
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,558,900            305
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Drugs--5.3%
         10,000  *  Alza Corporation                                                                    247,500             48
         12,500     Pfizer, Inc.                                                                        787,500            154
         15,000     Rhone-Poulenc Rorer Group, Inc.                                                     798,750            156
         15,000     Zeneca Group PLC (ADR)                                                              875,625            171
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,709,375            529
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Electrical Equipment--2.4%

         11,000     Hubbell, Inc. Class "B"                                                             723,250            141
         10,000     Juno Lighting, Inc.                                                                 160,000             31
          9,000  *  Littlefuse, Inc.                                                                    330,750             65
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,214,000            237
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Electronics--1.9%

         15,700     AMP, Inc.                                                                           602,487            118
         10,000     Dallas Semiconductor Corporation                                                    207,500             41
          6,000  *  Silicon Valley Group, Inc.                                                          151,500             30
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        961,487            189
- ------------------------------------------------------------------------------------------------------------------------------
                    Energy Services--1.4%

          4,000  *  Input/Output, Inc.                                                                  231,000             45
          6,600     Schlumberger Ltd.                                                                   457,050             89
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        688,050            134
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Energy Sources--5.5%

         13,300     Amoco Corporation                                                                   955,937            187
          9,500  *  Barrett Resources Corporation                                                       279,062             55
         15,500     Burlington Resources, Inc.                                                          608,375            119
         33,000     Unocal Corporation                                                                  961,125            188
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,804,499            549
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>

- ------------------  ----------------------------------------------------------------------------------------------------------
                    Entertaiment Products--1.3%
          6,000  *  Coleman Company, Inc. (New)                                                         210,750             41
          7,000     Harley-Davidson, Inc.                                                               201,250             39
          8,500  *  Speedway Motorsports, Inc.                                                          255,000             50
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        667,000            130
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Financial Services--2.9%
         11,500     American Express Company                                                            475,813             93
          8,320     Federal National Mortgage Association                                             1,032,720            202
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,508,533            295
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Food/Beverage/Tobacco--4.0%
          6,000  *  Canadaigua Wine Company, Inc. Class "A"                                             195,750             38
         18,000     Pepsico, Inc.                                                                     1,005,750            197
          3,400  *  Robert Mondavi Corporation Class "A"                                                 93,925             18
         22,600     Sara Lee Corporation                                                                720,375            141
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,015,800            394
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Health Services--1.0%
          6,000  *  American Medical Response, Inc.                                                     195,000             38
         30,000  *  Beverly Enterprises                                                                 318,750             62
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        513,750            100
- ------------------------------------------------------------------------------------------------------------------------------
                    Household Products--4.4%
         10,000     Armor All Products Corporation                                                      181,250             35
          9,000  *  Bush Boake Allen, Inc.                                                              246,375             48
         14,300     Kimberly-Clark Corporation                                                        1,183,325            231
          7,500     Procter & Gamble Company                                                            622,500            122
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,233,450            436
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Insurance--4.0%
          8,175     American International Group, Inc.                                                  756,187            148
          6,000     American Re Corporation                                                             245,250             48
          8,000     Frontier Insurance Group, Inc.                                                      256,000             50
          5,000     General Re Corporation                                                              775,000            151
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,032,437            397
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Machinery & Manufacturing--1.8%
         10,500     Donaldson Company                                                                   263,812             52
          9,100     Minnesota Mining & Manufacturing Company                                            602,875            118
          2,300  *  MSC Industrial Direct Company, Inc. Class "A"                                        63,250             12
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        929,937            182
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Media--8.6%
          7,000     ADVO, Inc.                                                                          182,000             35
         54,000     Comcast Corporation  Class "A"                                                      982,127            192
         12,000     Dun & Bradstreet Corporation                                                        777,000            152
          9,000     Gannett Company                                                                     552,375            108

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>

          6,500     Houghton Mifflin Company                                                            279,500             55
         21,400  *  Viacom, Inc. Class "B"                                                            1,013,825            198
         18,000     Vodafone Group PLC (ADR)                                                            634,500            124
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      4,421,327            864
- ------------------------------------------------------------------------------------------------------------------------------
                    Medical Products--3.0%
         22,000     Abbott Laboratories                                                                 918,500            179
         14,500  *  Biomet, Inc.                                                                        259,188             51
          9,000  *  Datascope Corporation                                                               216,000             42
          5,000     Life Technologies, Inc.                                                             136,250             27
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,529,938            299
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Paper/Forest Products--1.3%
          8,000     Bemis Company, Inc.                                                                 205,000             40
         12,000     International Paper Company                                                         454,500             89
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        659,500            129
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Real Estate Companies--.5%
         10,000  *  Doubletree Corporation                                                              262,500             51
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Retail--9.0%
         12,000     Arbor Drugs, Inc.                                                                   252,000             49
         25,000  *  AutoZone, Inc.                                                                      721,875            141
         10,000  *  Barnes & Noble, Inc.                                                                290,000             57
         10,000  *  Gymboree Corporation                                                                206,250             40
         11,000     Home Depot, Inc.                                                                    526,625            103
         18,000     May Department Stores Company                                                       760,500            149
         19,000     Rite Aid Corporation                                                                650,750            127
         10,000  *  Sports Authority, Inc.                                                              203,750             40
          9,300     Talbots, Inc.                                                                       267,375             52
         32,600     Wal-Mart Stores, Inc.                                                               729,425            143
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      4,608,550            901
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Software & Services--8.9%
          9,000  *  American Management Systems, Inc.                                                   270,000             53
          9,000     Automatic Data Processing, Inc.                                                     668,250            131
          9,000  *  Bisys Group, Inc.                                                                   276,750             54
         12,000  *  BMC Software, Inc.                                                                  513,000            100
          7,000  *  Cognos, Inc.                                                                        312,375             61
         10,800  *  Computer Sciences Corporation                                                       758,700            148
          5,600     First Data Corporation                                                              374,500             73
          6,300  *  Microsoft Corporation                                                               552,825            108
         13,000  *  Policy Management Systems Corporation                                               619,125            121
         10,700  *  Systems & Computer Technology Corporation                                           212,663             42
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      4,558,188            891
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Telephone--5.1%
         19,700     A T & T Corp.                                                                     1,275,575            249
          7,000     Century Telephone Enterprises                                                       222,250             43
         13,900     MCI Communications Corporation                                                      363,137             71
         14,300  *  MFS Communications Company, Inc.                                                    761,475            149

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>

- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,622,437            512
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Transportation--.9%

          9,500     Air Express International Corporation                                               218,500             42
          4,000     Airborne Freight                                                                    106,500             21
          7,000     Werner Enterprises, Inc.                                                            141,750             28
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        466,750             91
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Travel & Leisure--1.9%

         10,000  *  Landry's Seafood Restaurants, Inc.                                                  170,625             33
          8,000     McDonald's Corporation                                                              361,000             71
         18,000     Southwest Airlines Company                                                          418,500             82
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        950,125            186
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Common Stocks (cost $41,695,820)                                  50,012,270          9,774
- ------------------  ----------------------------------------------------------------------------------------------------------
                    REPURCHASE AGREEMENTS--2.0%

         1,004M     Morgan Stanley Securities, Inc. 5 1/2%, 1/2/96, (collateralized by

                     $730M U.S. Treasury Note, 9 1/4%, 2/15/16) (cost $1,004,000)                     1,004,000            196
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $42,699,820)                               99.7%                    51,016,270          9,970
Other Assets, Less Liabilities                                                .3                        154,953             30
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                                 100.0%                   $51,171,223        $10,000
==================  ==========================================================================================================
* Non-income producing

See notes to financial statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-High Yield Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
      Principal                                                                                                     $10,000 of
         Amount     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>                <C>
                    CORPORATE BONDS--87.8%
                    Aerospace/Defense--2.5%
        $  500M     Fairchild Industries, Inc., 12 1/4%, 1999                                       $   535,000        $   127
           500M     Howmet Corp., 10%, 2003 (Note 4)                                                    520,000            124
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,055,000            251
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Apparel/Textiles--1.4%
           600M     Westpoint Stevens, Inc., 9 3/8%, 2005                                               594,000            142
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Automotive--3.7%
           800M     SPX Corp., 11 3/4%, 2002                                                            852,000            204
           700M     Walbro Corp., 9 7/8%, 2005 (Note 4)                                                 703,500            168
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,555,500            372
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Chemicals--4.6%
         1,000M     Harris Chemical North America, Inc., 0%-10 1/4%, 2001                               973,750            232
           600M     Rexene Corp., 11 3/4%, 2004                                                         637,500            152
           300M     Synthetic Industries, Inc., 12 3/4%, 2002                                           295,500             71
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,906,750            455
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Computers/Software/Business Equipment--1.2%
           500M     Bell & Howell Co., 10 3/4%, 2002                                                    533,750            127
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Consumer Products--1.8%
           700M     Herff Jones, Inc., 11%, 2005                                                        752,500            180
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Electrical Equipment--3.3%
           700M     Essex Group, Inc., 10%, 2003                                                        693,000            165
           700M     IMO Industries, Inc., 12%, 2001                                                     714,000            171
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,407,000            336
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Energy--9.0%
         1,000M     Clark R & M Holdings, Inc., 0%, 2000                                                667,500            159
           700M     Falcon Drilling Co., Inc., 12 1/2%, 2005                                            770,000            184
           800M     Giant Industries, Inc., 9 3/4%, 2003                                                812,000            194
           800M     United Meridian Corp., 10 3/8%, 2005                                                850,000            203
           650M     Vintage Petroleum, Inc., 9%, 2005                                                   658,936            157
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      3,758,436            897
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Financial Services--2.1%
           700M     American Life Holding Co., 11 1/4%, 2004                                            735,000            176
           260M     Lomas Mortgage, USA, 10 1/4%, 2002 (Defaulted) (Note 7)                             131,300             31
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        866,300            207
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Food/Beverage/Tobacco--1.5%
           600M     Van de Kamps, Inc., 12%, 2005 (Note 4)                                              624,000            149
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Gaming/Lodging--3.0%
           650M     GB Property Funding, Inc., 10 7/8%, 2004                                            570,375            136
           700M     Showboat, Inc., 9 1/4%, 2008                                                        707,000            169
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,277,375            305
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Healthcare--9.5%
           750M     Abbey Healthcare Group, Inc., 9 1/2%, 2002                                          798,750            191
           700M     Genesis Healthcare, Inc., 9 3/4%, 2005                                              742,000            177
           600M     Integrated Health Services, Inc., 9 5/8%, 2002                                      613,500            146
           400M     Integrated Health Services, Inc., 10 3/4%, 2004                                     430,000            103
           500M     Mediq/PRN Life Support Services, Inc., 11 1/8%, 1999                                500,000            119

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
      Principal                                                                                                     $10,000 of
         Amount     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>                <C>

           800M     Tenet Healthcare Corp., 10 1/8%, 2005                                               889,000            212
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      3,973,250            948
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Media/Cable Television--16.3%
         1,000M     Act III Broadcasting, Inc., 10 1/4%, 2005                                         1,022,500            244
           600M     Adelphia Communications, Inc., 9 7/8%, 2005                                         546,000            130
         1,000M     Affiliated Newspaper Investments, 0%-13 1/4%, 2006                                  595,000            142
         1,000M     Bell Cablemedia PLC, 0%-11.95%, 2004                                                707,500            169
           500M     Diamond Cable Communications PLC, 0%-11 3/4%, 2005                                  295,625             71
         1,400M     Echostar Communications Corp., 0%-12 7/8%, 2004                                     945,000            226
           500M     Garden State Newspapers, Inc., 12%, 2004                                            507,500            121
           750M     Outdoor Systems, Inc., 10 3/4%, 2003                                                727,500            174
           400M     PanAmSat Capital Corp., 0%-11 3/8%, 2003                                            326,000             78
           500M     Rogers Cablesystems, Inc., 10%, 2005                                                539,375            129
           600M     World Color Press, Inc., 9 1/8%, 2003                                               621,000            148
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      6,833,000          1,632
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Mining/Metals--6.4%
           634M     Carbide/Graphite Group, Inc., 11 1/2%, 2003                                         687,099            164
           800M     Gulf States Steel, Inc., 13 1/2%, 2003 (Note 4)                                     724,000            173
           900M     WCI Steel, Inc., 10 1/2%, 2002                                                      875,250            209
           400M     Wheeling-Pittsburgh Steel Corp., 9 3/8%, 2003                                       378,000             90
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,664,349            636
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Miscellaneous--1.8%
           700M     Monarch Marking Systems, Inc., 12 1/2%, 2003                                        735,000            175
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Paper/Forest Products--9.0%
           500M     Container Corp., 11 1/4%, 2004                                                      517,500            124
           500M     Gaylord Container Corp., 11 1/2%, 2001                                              516,250            123
           800M     Rainy River Forest Products Co., Inc., 10 3/4%, 2001                                883,000            211
           800M     S.D. Warren Co., Inc., 12%, 2004                                                    884,000            211
         1,000M     Stone Container Corp., 9 7/8%, 2001                                                 976,250            233
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      3,777,000            902
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Retail-Food/Drug--1.9%
           800M     P&C Food Markets, Inc., 11 1/2%, 2001                                               784,000            187
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Retail-General Merchandise--1.7%
             1M     Barry's Jewelers, Inc., 12 5/8%, 1996                                                   505             --
           750M     General Host Co., Inc., 11 1/2%, 2002                                               708,750            169
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        709,255            169
- ------------------------------------------------------------------------------------------------------------------------------
                    Telecommunications--5.9%
         1,500M     American Communication Services, Inc., 0%-13%, 2005 (Note 4)                        825,000            197
           750M     CAI Wireless Systems, Inc., 12 1/4%, 2002                                           804,375            192
           800M     Metrocall, Inc., 10 3/8%, 2007                                                      852,000            203
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,481,375            592
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Transportation--1.2%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
      Principal                                                                                                     $10,000 of
         Amount     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>                <C>

           500M     Trism, Inc., 10 3/4%, 2000                                                          487,500            116
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Corporate Bonds (cost $36,067,586)                                36,775,340          8,778
- ------------------  ----------------------------------------------------------------------------------------------------------
                    COMMON STOCKS--.7%
                    Financial Services--.2%
          4,000  *  Olympic Financial Ltd.                                                               65,000             16
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Gaming/Lodging--.0%
          1,620  *  Divi Hotels, Inc.                                                                       122             --
          2,000  *  Goldriver Hotel & Casino Corp., Series "B"                                              374             --
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                            496             --
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Media/Cable Television--.5%
          1,000  *  Affiliated Newspaper Investments                                                     25,000              6
          8,400  *  Echostar Communications Class "A"                                                   203,700             48
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        228,700             54
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Common Stocks (cost $85,096)                                         294,196             70
- ------------------  ----------------------------------------------------------------------------------------------------------
                    PREFERRED STOCKS--6.1%
                    Financial Services--4.4%
          7,000     California Federal Bank, 10 5/8%, Series "B"                                        759,500            181
         10,000     First Nationwide Bank, 11  1/2%                                                   1,110,000            265
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,869,500            446
- ------------------------------------------------------------------------------------------------------------------------------
                    Media/Cable Television--.9%
            318     PanAmSat Capital Corp., 12 3/4%                                                     358,594             86
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Paper/Forest Products--.8%
         10,800  *  S.D. Warren Co., Inc., 14%                                                          345,600             82
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Preferred Stocks (cost $2,319,845)                                 2,573,694            614
- ------------------  ----------------------------------------------------------------------------------------------------------
                    WARRANTS--.2%
                    Financial Services--.0%
             18  *  Reliance Group Holdings, Inc. (expiring 1/28/97)                                         31             --
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Gaming/Lodging--.1%
            200  *  Goldriver Finance Corp., Liquidating Trust                                            3,000              1
          4,200  *  President Riverboat Casinos, Inc. (expiring 9/23/96) (Note 4)                        12,600              3
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                         15,600              4
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Mining/Metals--.0%
            800  *  Gulf State Steel Acquisition Corp. (expiring 4/1/03) (Note 4)                           400             --
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Paper/Forest Products--.1%
         10,800  *  S.D. Warren Co., Inc. (expiring 12/15/06) (Note 4)                                   54,000             13
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Retail-General Merchandise--.0%
            100  *  Payless Cashways, Inc. (expiring 11/1/96)                                                25             --
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Warrants (cost $5,375)                                                70,056             17
- ------------------  ----------------------------------------------------------------------------------------------------------
                    SHORT-TERM CORPORATE NOTES--3.6%

        $1,250M     Appalachian Power Company, 6%, 1/2/96                                             1,249,792            298
           250M     Massachusetts Electric Company, 5.85%, 1/9/96                                       249,674             60
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Short-Term Corporate Notes (cost $1,499,466)                       1,499,466            358
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $39,977,368)                             98.4%                      41,212,752          9,837
Other Assets, Less Liabilities                                             1.6                          681,209            163
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                               100.0%                     $41,893,961        $10,000
==================  ==========================================================================================================
* Non-income producing

See notes to financial statements

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-International Securities Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>               <C>
                    COMMON STOCKS--95.0%
                    United States--23.6%
          5,625     American International Group, Inc.                                              $   520,313        $   127
          6,500     American Re Corporation                                                             265,688             65
          4,000  *  AMR Corporation                                                                     297,000             72
          8,500     A T & T Corp.                                                                       550,375            134
          2,000     Capital Cities/ABC, Inc.                                                            246,750             60
          7,500     Dow Chemical Company                                                                527,813            129
          7,000     Exxon Corporation                                                                   560,875            137
          2,500     Federal National Mortgage Association                                               310,313             76
          6,000     General Electric Company                                                            432,000            105
          5,000     Gillette Company                                                                    260,625             64
          4,000     Hewlett-Packard Company                                                             335,000             82
         16,000     International Paper Company                                                         606,000            148
          9,500     J.C. Penney Company                                                                 452,438            110
          6,000     Johnson & Johnson                                                                   513,750            125
          7,000     Kimberly Clark Corporation                                                          579,250            141
         15,000     MCI Communications                                                                  391,875             96
          4,000     Minnesota Mining & Manufacturing Company                                            265,000             65
          5,000     Pepsico, Inc.                                                                       279,375             68
         10,000     Pharmacia & Upjohn, Inc.                                                            387,500             94
            700  *  Schweitzer-Mauduit International, Inc.                                               16,188              4
         21,000     Unocal Corporation                                                                  611,625            149
            696  *  Viacom Inc., Class "A"                                                               31,929              8
          8,273  *  Viacom Inc., Class "B"                                                              391,933             96
         22,000     Wal-Mart Stores                                                                     492,250            120
          8,300     York International Corporation                                                      390,100             95
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      9,715,965          2,370
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Japan--15.5%
          8,400     Canon Sales Company Ltd.                                                            223,941             56
         50,000     Chichibu Onoda Cement Company                                                       267,080             65
         19,000     Chugai Pharmaceutical                                                               182,168             45
         17,000     Dai Nippon Printing Company Ltd.                                                    288,410             70
          5,000     Ito Yokado Company Ltd.                                                             308,284             76
         35,000     Kawasaki Heavy Industries                                                           161,168             39
         51,000     Kawasaki Steel                                                                      177,990             43
         20,000     Keio Teito Railway                                                                  116,526             28
          1,000     Kyocera Corporation                                                                  74,357             19
          1,000     Kyoritsu Air Technology, Inc.                                                        10,858              3
          2,000     Mabuchi Motor Company Ltd.                                                          124,477             30
         10,000     Matsushita Electric Industrial Company Ltd.                                         162,866             40
         22,000     Minebea Company Ltd.                                                                184,699             45
          6,000     Mitsubishi Bank Ltd.                                                                141,345             34
         28,000     Mitsui Petrochemical Industries                                                     229,370             56
          2,000     Murata Manufacturing Company Ltd.                                                    73,678             18
          2,000     Nihon Jumbo Company Ltd.                                                             69,994             17
         16,000     Nippon Express                                                                      154,179             38
             25     Nippon Telegraph & Telephone Corp.                                                  202,372             49
         92,000  *  NKK Corporation                                                                     247,940             60
         14,000     Nomura Securities Company Ltd.                                                      305,375             74
          6,000     Orix Corporation                                                                    247,208             60
          2,000     Riso Kagaku Corporation                                                             168,877             41
         15,000     Sakura Bank Ltd.                                                                    190,496             46
          1,000     Sankyo Company Ltd.                                                                  22,491              5
          4,000     Sanwa Bank Ltd.                                                                      81,433             20
          1,500     Sanyo Shinpan Finance Company Ltd.                                                  123,604             30
          5,000     Secom Company Ltd.                                                                  348,031             85
          3,000     Sekisui Chemical Company                                                             44,207             11
          7,400     Shimamura Corporation                                                               286,239             70
         21,000     Showa Corporation                                                                   161,034             39
          4,000     Sony Corporation                                                                    240,035             59
         20,000     Sumitimo Marine & Fire                                                              164,418             40
         40,000     Sumitomo Realty & Development                                                       283,076             69
         16,000     Sumitomo Trust and Banking                                                          226,462             55
          5,000     Toda Construction Company Ltd.                                                       43,383             11
          1,000     Tsutsumi Jewelry Company Ltd.                                                        50,120             12
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      6,388,191          1,558
- ------------------  ----------------------------------------------------------------------------------------------------------
                    France--5.7%
          6,000     Banque Nationale De Paris                                                           271,022             66
            800     Canal Plus SA                                                                       150,172             37
          2,430     Compagnie De Saint Gobain                                                           269,316             66
          1,301     Euro Rscg Worldwide SA                                                              106,413             26
          1,019     Groupe Danone                                                                       168,361             41
            900     Peugeot Citroen SA                                                                  118,886             29
          5,600     Renault SA                                                                          161,459             39
         14,500     Rhone-Poulenc SA Series "A"                                                         311,028             76

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>               <C>

          2,334     Societe Generale Paris                                                              288,744             70
          2,200     Technip SA                                                                          151,604             37
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,343,158            571
- ------------------  ----------------------------------------------------------------------------------------------------------
                    United Kingdom--5.4%
         18,000     Associated British Foods PLC                                                        103,122             25
         26,500     Bass PLC                                                                            295,822             72
        262,000     BET PLC                                                                             516,612            126
         30,000     Body Shop International PLC                                                          70,797             17
         60,000     British Steel PLC                                                                   151,608             37
         15,000     British Telecommunictions PLC                                                        82,443             20
         36,000     Northern Foods PLC                                                                   95,576             23
         20,244     Powergen PLC                                                                        167,367             41
         30,000     Royal Insurance Holdings PLC                                                        177,927             43
         60,000     Tomkins PLC                                                                         262,698             65
         80,000     Vodafone Group PLC                                                                  286,920             70
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,210,892            539
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Netherlands--4.8%
         20,000     Elsevier NV CVA                                                                     267,000             66
          9,301     International Nederlanden Groep NV CVA                                              622,004            152
          3,500     Unilever NV CVA                                                                     492,361            120
         14,000     Vendex International NV (BDR)                                                       416,597            102
          1,250     Verenigd Bezit VNU                                                                  171,789             42
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,969,751            482
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Germany--4.0%
          1,400     Bayer AG                                                                            370,229             90
            200     Beiersdorf AG                                                                       137,639             34
            350     Daimler-Benz AG                                                                     177,045             43
            500     Degussa AG                                                                          168,730             41
          3,000     Deutsche Bank AG                                                                    142,740             35
            300     Karstadt AG                                                                         123,246             30
            850     Mannesmann AG                                                                       271,223             66
          5,500     Veba AG                                                                             235,943             58
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,626,795            397
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Spain--3.9%
          2,300     Acerinox SA Regd                                                                    232,624             57
         14,000     Banco Bilbao Vizcaya                                                                504,301            123
          4,000     Empresa Nacional De Electricidad SA                                                 226,516             55
          3,200     Empresa Nacional De Electricidad SA (ADR)                                           183,200             45
         11,000     Repsol SA (ADR)                                                                     361,625             88
          7,500     Telefonica De Espana                                                                103,861             25
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,612,127            393
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Australia--3.9%
         11,205     Advance Bank of Australia                                                            89,851             22
         50,892     Amcor Ltd.                                                                          359,638             88
         55,159     Australia & New Zealand Banking Group                                               258,905             63
         44,660     Broken Hill Proprietary Ltd.                                                        631,197            154
         16,246     National Australia Bank Ltd.                                                        146,225             35
          6,200     Qantas Airways (ADR) (Note 4)                                                       103,308             25
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,589,124            387
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Norway--3.7%
         45,200     Christiania Bank OG                                                                 105,881             26
          8,378     Hafslund Nyco Series "A" Free                                                       219,467             54
          8,500     Kvaerner AS Series "A"                                                              301,368             72
          9,000     Orkla AS Class "A"                                                                  448,728            109
         33,000     Saga Petroleum "A" Free                                                             441,365            108
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,516,809            369
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Hong Kong--3.3%
         94,099     Hong Kong Telecom                                                                   167,948             41
         58,000     Hutchison Whampoa Ltd.                                                              353,313             86
         42,000     Sun Hung Kai Properties                                                             343,572             84
         63,000     Swire Pacific Class "A"                                                             488,880            119
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,353,713            330
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Switzerland--3.0%
            535     Ciba Geigy AG Regd                                                                  471,929            114
            580     Nestle AG Regd                                                                      643,184            157
            250     Sulzer AG PC                                                                        133,620             33
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,248,733            304
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Singapore--2.8%
         34,000     Development Bank of Singapore                                                       423,055            104
         55,000     Keppel Corporation                                                                  489,935            119
         18,000     Overseas Chinese Banking Corporation Ltd.                                           225,243             55
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,138,233            278
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Sweden--1.7%
          8,100     Astra AB Series "A" Free                                                            323,891             78
         14,000     Avesta Sheffield AB Free                                                            123,581             30
         11,000  *  BT Industries AB                                                                    121,167             30
         11,000     Stora Kopparbergs Bergslags Series "A"                                              129,466             32
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        698,105            170
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Italy--1.6%
        160,000     Banca Commercial Italiana                                                           341,904             83
        199,000     Telecom Italia SPA                                                                  309,823             76
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        651,727            159
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Denmark--1.6%
         21,700     Tele Danmark A/S Class "B" (ADR)                                                    599,463            146
          1,000     Unidanmark A/S Class "A" Regd                                                        49,623             12
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        649,086            158
- ------------------  ----------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>               <C>

                    Canada--1.6%

         35,000     Canadian Pacific Ltd.                                                               634,375            155
- ------------------  ----------------------------------------------------------------------------------------------------------
                    New Zealand--1.3%
        423,000     Brierley Investments Ltd.                                                           334,593             82
         84,000     Carter Holt Harvey Ltd.                                                             181,213             44
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        515,806            126
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Finland--1.2%
         70,000  *  Merita Bank Ltd.                                                                    177,331             43
          3,000     Metsa Serla OY Class "B"                                                             92,584             23
          5,500  *  Nokia Corporation Class "A" (ADR)                                                   213,813             52
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        483,728            118
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Philippines--1.1%
         22,000  *  Philippine National Bank                                                            243,239             59
        204,600  *  Pilipino Telephone                                                                  206,707             50
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        449,946            109
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Mexico--.9%
         19,000     Cementos De Mexico SA Class "A"                                                      62,883             15
         24,000     Fomento Economico Mexicano SA Class "B"                                              54,013             13
         13,000  *  Grupo Carso SA Class "A"                                                             70,190
          6,000     Kimberly Clark De Mexico SA Class "A"                                                90,645             22
         10,700  *  Transportacion Maritima Mexicana SA Class "A" (ADR)                                  80,250             20
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        357,981             87
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Thailand--.7%
          5,000     Bangkok Bank Public Company Ltd. Foreign Regd                                        60,740             15
         49,200     Bangkok Metropolitan Bank Public Company Ltd.                                        45,898             11
        192,800     Bangkok Metropolitan Bank Public Company Ltd. Foreign Regd                          183,681             45
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        290,319             71
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Malaysia--.6%
         98,000     Sime Darby Berhad                                                                   260,543             64
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Austria--.6%
          1,800     EVN                                                                                 247,560             60
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Belgium--.5%
          5,000     Delhaize Le Lion                                                                    207,277             50
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Portugal--.5%
         10,700  *  Portugal Telecom (ADR)                                                              203,300             50
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Brazil--.4%
          7,000     Electrobras ON (ADR)                                                                 94,709             23
         10,000     Usiminas Siderurg Minas (ADR)                                                        81,281             20
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        175,990             43
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Indonesia--.4%
         49,000     Jaya Real Property Foreign Regd                                                     131,795             32
          7,500     Semen Gresik (Note 4)                                                                20,993              5
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        152,788             37
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Chile-- .3%
          1,500     Compania De Telecomunicaciones De Chile SA (ADR)                                    124,313             30
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Argentina--.3%
          2,000     Telefonica De Argentina SA Class "B" (ADR)                                           54,500             13
          3,000     YPF SA Class "D" (ADR)                                                               64,875             16
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        119,375             29
- ------------------  ----------------------------------------------------------------------------------------------------------
                    India--.1%
          2,000     ITC Ltd. (GDR) (Note 4)                                                              14,276              3
          1,000     Reliance Industries Ltd. (GDS) (Note 4)                                              14,000              4
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                         28,276              7
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Common Stocks (cost $32,506,045)                                  38,963,986          9,501
- ------------------  ----------------------------------------------------------------------------------------------------------
                    U.S. GOVERNMENT OBLIGATIONS--1.7%
           300M     United States Treasury Bill, 5.33%, 1/25/96                                         298,934             73
           300M     United States Treasury Bill, 5.34%, 1/25/96                                         298,933             73
           100M     United States Treasury Bill, 5.35%, 1/25/96                                          99,643             24
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of U.S. Government Obligations (cost $697,510)                          697,510            170
- ------------------  ----------------------------------------------------------------------------------------------------------
                    REPURCHASE AGREEMENTS--2.7%
         1,116M     Aubrey G. Lanston & Co., Inc., 5.90%, 1/2/96 (collateralized by $1,115M
                      U.S. Treasury Notes, 61/4%, 12/31/1996) (cost $1,116,000                        1,116,000            272
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $34,319,555)                                           99.4%        40,777,496          9,943
Other Assets, Less Liabilities                                                            .6            234,066             57
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                                             100.0%       $41,011,562        $10,000
==================  ==========================================================================================================
* Non-income producing

See notes to financial statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-International Securities Fund
At December 31, 1995, sector diversification of the Portfolio was as follows

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

                                                                                                     Percentage
Sector Diversification                                                                             of Net Assets
Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>          <C>

Banks                                                                                                      11.8%        $4,820,123
Food/Beverage/Tobacco                                                                                       7.2          2,943,894

Drugs                                                                                                       6.8          2,802,453
Telephone                                                                                                   6.8          2,794,608

Retail                                                                                                      6.0          2,452,977
Business Services                                                                                           5.9          2,391,958

Energy Sources                                                                                              5.8          2,386,518
Metals & Minerals                                                                                           5.5          2,266,493

Media                                                                                                       4.5          1,855,278
Real Estate Companies                                                                                       3.9          1,600,636

Paper Forest Products                                                                                       3.7          1,529,540
Transportation                                                                                              3.3          1,358,739

Electric Utilities                                                                                          2.8          1,155,295
Insurance                                                                                                   2.8          1,128,346

Electrical Equipment                                                                                        2.7          1,107,745
Financial Services                                                                                          2.6          1,073,885

Household Products                                                                                          2.6          1,048,311
Machinery & Manufacturing                                                                                   2.0            826,120

Chemicals                                                                                                   1.9            771,183
Automotive                                                                                                  1.5            618,424

Computers & Office Equipment                                                                                1.2            503,877
Entertainment Products                                                                                      1.0            402,901

Travel & Leisure                                                                                            1.0            400,308
Electronics                                                                                                  .8            332,734

Communications Equipment                                                                                     .5            213,813
Medical Products                                                                                             .3            133,620


Housing                                                                                                      .1             44,207
U.S. Government Obligations                                                                                 1.7            697,510

Repurchase Agreements                                                                                       2.7          1,116,000

Total Investments                                                                                          99.4         40,777,496
Other Assets, Less Liabilities                                                                               .6            234,066
                                                                                                          -----        -----------
Net Assets                                                                                                100.0%       $41,011,562
                                                                                                          =====        ===========
See notes to financial statements

</TABLE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-Investment Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
      Principal                                                                                                     $10,000 of
         Amount     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>
                    CORPORATE BONDS--80.1%
                    Aerospace/Defense--5.2%
        $  300M     Boeing Co., 6.35%, 2003                                                         $   308,038        $   189
           250M     Lockheed Corp., 6 3/4%, 2003                                                        261,500            161
           250M     Rockwell International Corp., 8 3/8%, 2001                                          279,481            172
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        849,019            522
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Automotive--1.5%
           250M     Hertz Corporation, 6 3/8%, 2005                                                     251,252            155
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Building Materials--.7%
           100M     Masco Corp., 9%, 2001                                                               114,198             70
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Chemicals--2.0%
           300M     Lubrizol Corp., 7 1/4%, 2025                                                        330,011            203
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Conglomerates--3.7%
           300M     Hanson Overseas, B.V., 7 3/8%, 2003                                                 322,127            198
           250M     Tenneco, Inc., 7 7/8%, 2002                                                         272,987            168
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        595,114            366
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Consumer Non-Durables--2.1%
           300M     American Home Products Corp., 7.90%, 2005                                           338,058            208
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Consumer Products--1.6%
           250M     Mattel, Inc., 6 3/4%, 2000                                                          256,530            158
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Electric & Gas Utilities--11.7%
           250M     Baltimore Gas & Electric Co., 6 1/2%, 2003                                          256,517            158
           200M     Carolina Power & Light Co., 7 3/4%, 2003                                            205,174            126
           200M     Commonwealth Edison, 8 1/4%, 2006                                                   228,141            140
           250M     Duke Power Co., 5 7/8%, 2003                                                        244,550            150
           200M     Kansas Gas & Electric Co., 7.60%, 2003                                              215,688            133
            75M     Old Dominion Electric Cooperative, 7.97%, 2002                                       81,425             50
           300M     Pennsylvania Power & Light Co., 6 7/8%, 2003                                        311,728            192
           250M     Philadelphia Electric Co., 8%, 2002                                                 272,850            168
            75M     Southwestern Electric Power Co., 7%, 2007                                            80,152             49
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,896,225          1,166
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Energy--2.2%
           315M     Baroid Corp., 8%, 2003                                                              349,495            215
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Financial Services--10.9%
            75M     Banc One Corp., 7 1/4%, 2002                                                         79,896             49
            40M     BankAmerica Corp., 9 1/2%, 2001                                                      46,315             28
           200M     Barnett Banks, Inc., 8 1/2%, 1999                                                   215,391            132
           300M     Chemical Bank, Inc., 7%, 2005                                                       316,138            194
           200M     Citicorp, 8%, 2003                                                                  221,008            136
           150M     First Union Corp., 8 1/8%, 2002                                                     165,956            102
           250M     Mellon Bank N.A., 6 1/2%, 2005                                                      254,963            157
            50M     Meridian Bancorp, 7 7/8%, 2002                                                       54,849             34
            75M     Morgan Guaranty Trust Co., 7 3/8%, 2002                                              80,537             50
           300M     Nationsbank Corporation., 8 1/8%, 2002                                              331,500            204
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,766,553          1,086
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Food/Beverage/Tobacco--5.0%
           250M     Anheuser Busch Companies, Inc., 7%, 2005                                            262,918            162
            25M     Coca-Cola Enterprises, Inc., 7 7/8%, 2002                                            27,492             17
           300M     Hershey Foods Corp., 6.70%, 2005                                                    316,265            194
           200M     Philip Morris Cos., Inc., 7 1/8%, 2002                                              209,819            129
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        816,494            502
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Food Services--1.6%
           250M     McDonalds Corporation, 6 5/8%, 2005                                                 258,432            159
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Healthcare--2.0%
           300M     Columbia /HCA Healthcare, 7.69%, 2025                                               332,035            204
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Investment/Finance Companies--6.0%
           300M     Associates Corp. of North America, 7 7/8%, 2001                                     327,871            202

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
      Principal                                                                                                     $10,000 of
         Amount     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                            <C>                 <C>

           300M     General Electric Capital Corp., 7 7/8%, 2006                                        343,325            211
           300M     General Motors Acceptance Corp., 7 1/8%, 1999                                       312,301            192
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        983,497            605
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Media/Cable Television--5.0%
           300M     New York Times Co., Inc., 7 5/8%, 2005                                              333,111            205
           250M     PanAmSat Capital Corp., 9 3/4%, 2000                                                263,750            162
           200M     Tele-Communications, Inc., 8 1/4%, 2003                                             217,718            134
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        814,579            501
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Natural Gas--1.9%
           300M     Columbia Gas System, Inc., 6.80%, 2005                                              309,953            191
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Oil/Natural Gas--1.7%
           250M     BP America, Inc., 7 7/8%, 2002                                                      276,599            170
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Paper/Forest Prod/cts--3.4%
           100M     S. D. Warren Company, 12%, 2004                                                     110,500             67
           150M     Stone Container Corp., 10 3/4%, 2002                                                155,813             96
           250M     Temple Inland, Inc., 9%, 2001                                                       285,606            176
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        551,919            339
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Retail-General Merchandise--1.5%
           250M     Penney J.C. & Co., 6 1/8%, 2003                                                     250,904            154
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Technology--3.4%
           250M     International Business Machines Corp., 6 3/8%, 2000                                 256,290            158
           275M     Xerox Corp., 7.15%, 2004                                                            293,085            180
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        549,375            338
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Telephone--7.0%
            30M     GTE Corp., 8.85%, 1998                                                               31,832             20
           350M     MCI Communication Corp., 7 1/2%, 2004                                               384,448            236
           250M     New Jersey Bell Telephone Co., 7 3/8%, 2012                                         258,419            159
           200M     Pacific Bell Telephone Co., 7%, 2004                                                210,376            129
           250M     Southern Bell Telephone & Telegraph Co., Inc., 8 1/8%, 2017                         259,348            159
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      1,144,423            703
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Corporate Bonds (cost $12,405,719)                                                    8,015
- ------------------  ----------------------------------------------------------------------------------------------------------
                    U.S. GOVERNMENT AGENCY OBLIGATIONS--1.9%

           300M     Federal Home Loan Mortgage Corp., 7.88%, 2004 (cost $300,000)                       306,852            189
- ------------------  ----------------------------------------------------------------------------------------------------------
                    U.S. GOVERNMENT OBLIGATIONS--8.0%

         1,200M     U.S. Treasury Note, 7 3/4%., 2000 (cost $1,280,312)                               1,303,875            802
- ------------------  ----------------------------------------------------------------------------------------------------------
                    SHORT-TERM CORPORATE NOTES--8.0%
           850M     Gannett Company, 5.85%, 1/8/96                                                      849,034            522
           450M     Home Depot, 5.70%, 1/5/96                                                           449,714            277
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Short-Term Corporate Notes (cost $1,298,748)                       1,298,748            799
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $15,284,779)                               98.0%                    15,944,140          9,805
Other Assets, Less Liabilities                                               2.0                        317,731            195
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                                 100.0%                   $16,261,871        $10,000
==================  ==========================================================================================================

See notes to financial statements

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Portfolio of Investments
First Investors Life Series Fund-Target 2007 Fund
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        Amount
                                                                                                                      Invested
                                                                                                                      For Each
      Principle                                                                                                     $10,000 of
         Amount     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                              <C>               <C>
                    U.S. GOVERNMENT AGENCY ZERO COUPON OBLIGATIONS--84.1%
        $  570M     Agency For International Development-Israel ("AID"), 2/15/2007                   $  294,744        $   299
           119M     Agency For International Development-Israel ("AID"), 3/15/2007                       61,219             62
         1,513M     Agency For International Development-Israel ("AID"), 8/15/2007                      757,797            769
           181M     Agency For International Development-Israel ("AID"), 10/1/2007                       89,771             91
           980M     Agency For International Development-Israel ("AID"), 2/15/2008                      474,768            482
           493M     Federal Judiciary Office Building ("JOBS"), 2/15/2007                               250,530            254
         1,030M     Federal National Mortgage Association, 8/1/2008                                     476,340            483
           303M     Financing Corporations ("FICOS"), 6/6/2007                                          150,964            153
         1,404M     Financing Corporations ("FICOS"), 12/6/2007                                         675,394            685
           220M     Financing Corporations ("FICOS"), 12/27/2007                                        105,418            107
         4,070M     Government Trust Certificate, 11/15/2007                                          1,992,981          2,021
           586M     International Bank For Reconstruction & Development, 8/15/2007                      287,728            292
         3,450M     Resolution Funding Corporation, 10/15/2007                                        1,724,245          1,749
         1,950M     Tennessee Valley Authority, 11/1/2007                                               946,395            960
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of U.S. Government Agency Zero Coupon
                     Obligations (cost $7,658,222)                                                    8,288,294          8,407
- ------------------  ----------------------------------------------------------------------------------------------------------
                    UNITED STATES TREASURY ZERO COUPON OBLIGATIONS--15.0%
           200M     Treasury Investors Growth Receipts ("TIGERS"), 11/15/2007                            98,715            100
         2,750M     U.S. Treasury Strips, 11/15/2007                                                  1,384,075          1,404
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of U.S. Government Agency Zero Coupon Obligations
                     (cost $1,388,165)                                                                1,482,790          1,504
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $9,046,387)                                  99.1%                   9,771,084          9,911
Other Assets, Less Liabilities                                                  .9                       88,663             89
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                                   100.0%                  $9,859,747        $10,000
==================  ==========================================================================================================

See notes to financial statements

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Portfolio of Investments

First Investors Life Series Fund-Utilities Income Fund
December 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>                <C>
                    COMMON STOCKS--93.2%
                    Electric Power--44.8%
          6,000     American Electric Power Company                                                 $   243,000        $   165
          7,600     Baltimore Gas & Electric Company                                                    216,600            147
          5,000     Bangor Hydro-Electric Company                                                        57,500             39
          5,000     Carolina Power & Light Company                                                      172,500            117
          8,000     CINergy Corporation                                                                 245,000            167
          2,000     CMS Energy Corporation                                                               59,750             41
          9,900     DPL, Inc.                                                                           245,025            168
          7,750     DQE, Inc.                                                                           238,312            162
          5,500     DTE Energy Company                                                                  189,750            129
          6,100     Duke Power Company                                                                  288,987            197
          1,000     Empresa Nacional De Electricidad SA                                                  57,250             39
          7,600     FPL Group, Inc.                                                                     352,450            240
          8,500     General Public Utilities Corporation                                                289,000            197
         12,000     Houston Industries, Inc.                                                            291,000            198
          6,000     Illinova Corporation                                                                180,000            122
          3,500     Kansas City Power & Light Company                                                    91,437             63
          4,200     New England Electric System                                                         166,425            113
          4,500     NIPSCO Industries, Inc.                                                             172,125            117
          5,800     Northeast Utilities                                                                 141,375             96
          3,000     Northern States Power Company                                                       147,375            100
          5,000     Ohio Edison Company                                                                 117,500             80
         10,700     PacifiCorp                                                                          227,375            155
          4,000     Peco Energy Company                                                                 120,500             82
          6,500     Pinnacle West Capital Corporation                                                   186,875            127
          5,500     Portland General Corporation                                                        160,187            109
          6,300     PP&L Resources, Inc.                                                                157,500            107
          7,100     Public Service Company of Colorado                                                  251,163            171
          8,000  *  Public Service Company of New Mexico                                                141,000             96
          7,000     Public Service Enterprise Group, Inc.                                               214,375            146
          3,000     Scana Corporation                                                                    85,875             57
          8,800     Southern Company                                                                    216,700            147
          7,800     Teco Energy, Inc.                                                                   199,875            136
          6,900     Texas Utilities Company                                                             283,763            193
          3,000     TNP Enterprises, Inc.                                                                56,250             38
          5,000     Unicom Corporation                                                                  163,750            111
          5,500     Wisconsin Energy Corporation                                                        168,438            115
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      6,595,987          4,487
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Natural Gas--22.4%
          8,800     Atlanta Gas Light Company                                                           173,800            118
          3,000     Atmos Energy Corporation                                                             69,000             47
          4,400     Brooklyn Union Gas Company                                                          128,700             88
          5,000  *  Columbia Gas System, Inc.                                                           219,375            149
          2,500     Consolidated Natural Gas Company                                                    113,437             77
          4,500     El Paso Natural Gas Company                                                         127,687             87
          5,000     Enron Corporation                                                                   190,625            130
          8,000     MCN Corporation                                                                     186,000            127
          4,400     National Fuel Gas Company                                                           147,950            101
          5,000     New Jersey Resources Corporation                                                    150,625            102
          4,200     NICOR, Inc.                                                                         115,500             79
          7,800     Pacific Enterprises                                                                 220,350            150
          4,400     Panhandle Eastern Corporation                                                       122,650             83
          5,000     Piedmont Natural Gas Company, Inc.                                                  116,250             79
          5,000     Questar Corporation                                                                 167,500            114
          4,400     Sonat, Inc.                                                                         156,750            107
          5,000     Southwest Gas Corporation                                                            88,125             60
          1,500  *  Tejas Gas Corporation                                                                79,313             54
          3,000     Tenneco, Inc.                                                                       148,875            101
          6,500     UGI Corporation                                                                     134,875             92
          4,500     Washington Energy Company                                                            83,813             57
          4,300     Washington Gas & Light Company                                                       88,150             60
          3,000     Wicor, Inc.                                                                          96,750             65
          3,700     Williams Companies, Inc.                                                            162,338            110
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      3,288,438          2,237
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Technology--3.4%
          5,000  *  Airtouch Communications, Inc.                                                       141,250             96
          3,000     A T & T Corp.                                                                       194,250            132
          4,000     Sprint Corporation                                                                  159,500            109
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        495,000            337
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Telecommunications--5.8%
          4,000     Comcast Corporation Class "A"                                                        70,500             48
          5,000     Ericsson (L.M.) Telephone Co. (ADR) Class "B"                                        97,500             66
          3,000  *  LCI International, Inc.                                                              61,500             42
          3,000  *  MFS Communications Company, Inc.                                                    159,750            109
          5,000  *  Mobile Telecommunication Technologies Corporation                                   106,875             73
            500     Motorola, Inc.                                                                       28,500             19
            875  *  Tele-Communications, Inc., Liberty Media Group Class "A"                             23,515             16
          5,000     US West Communications Group                                                        178,750            121
          5,000     US West Media Group                                                                  95,000             65
          1,000     Vodafone Group PLC (ADR)                                                             35,250             24
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                        857,140            583
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Telephone/Utilities--16.8%
          5,900     Ameritech Corporation                                                               348,100            237
          5,800     Bell Atlantic Corporation                                                           387,875            264
         10,600     BellSouth Corporation                                                               461,100            314
          3,500     Century Telephone Enterprises                                                       111,125             76
          4,400     Frontier Corporation                                                                132,000             90

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      Invested
                                                                                                                      For Each
                                                                                                                    $10,000 of
         Shares     Security                                                                              Value     Net Assets
- ------------------  ----------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                             <C>                <C>

          9,600     GTE Corporation                                                                     422,400            287
          3,500     NYNEX Corporation                                                                   189,000            128
          6,100     SBC Communications, Inc.                                                            350,750            239
          1,500     Telefonica De Espana (ADR)                                                           62,813             43
- ------------------  ----------------------------------------------------------------------------------------------------------
                                                                                                      2,465,163          1,678
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Common Stocks (cost $11,635,880)                                  13,701,728          9,322
- ------------------  ----------------------------------------------------------------------------------------------------------
                    SHORT-TERM CORPORATE NOTES--5.5%
           200M     Chevron Oil Corporation, 5.70%, 1/3/96                                              199,937            136
           400M     General Telephone Northwest, 5.82%, 1/3/96                                          399,871            272
           200M     Hitachi America, 5.90%, 1/10/96                                                     199,705            136
- ------------------  ----------------------------------------------------------------------------------------------------------
                    Total Value of Short-Term Corporate Notes (cost $799,513)                           799,513            544
- ------------------  ----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $12,435,393)                              98.7%                     14,501,241          9,866
Other Assets, Less Liabilities                                              1.3                         197,094            134
- ------------------  ----------------------------------------------------------------------------------------------------------
Net Assets                                                                 100.0%                   $14,698,335        $10,000
==================  ==========================================================================================================
* Non-income producing

See notes to financial statements

</TABLE>

<TABLE>
<CAPTION>

Statement of Assets and Liabilities

FIRST INVESTORS LIFE SERIES FUND
December 31, 1995

- --------------------------------------------- ---------------  ------------- ---------------  ---------------  ---------------
                                                                       CASH
                                                    BLUE CHIP    MANAGEMENT        DISCOVERY       GOVERNMENT           GROWTH
- --------------------------------------------- ---------------  ------------- ---------------  ---------------  ---------------
<S>                                           <C>              <C>           <C>              <C>              <C>

Assets
Investments in securities:

At identified cost                                $53,859,731    $4,109,957      $43,809,559       $9,252,545      $42,699,820
                                              ===============  ============= ===============  ===============  ===============
At value (Note 1A)                                $66,472,517    $4,109,957      $50,929,961       $9,354,063      $51,016,270
Cash (overdraft)                                      244,737        65,239          241,141           16,956            1,300
Receivables:
Trust shares sold                                     149,102         4,164          129,155            2,075          115,621
Investment securities sold                                 --            --           35,000               --           56,112
Interest and dividends                                101,691            --           10,036          134,681           66,870
Other assets                                              141           644              578               --              603
                                              ---------------  ------------- ---------------  ---------------  ---------------
Total Assets                                       66,968,188     4,180,004       51,345,871        9,507,775       51,256,776
                                              ---------------  ------------- ---------------  ---------------  ---------------
Liabilities
Payables:
Investment securities purchased                            --            --          240,178               --               --
Trust shares redeemed                                  10,453        15,159          161,737            4,819           41,582
Accrued advisory fee                                   41,528         1,224           31,614            2,760           31,580
Accrued expenses                                       16,463         2,057           12,389                9           12,391
                                              ---------------  ------------- ---------------  ---------------  ---------------
Total Liabilities                                      68,444        18,440          445,918            7,588           85,553
                                              ---------------  ------------- ---------------  ---------------  ---------------
Net Assets                                        $66,899,744    $4,161,564      $50,899,953       $9,500,187      $51,171,223
                                              ===============  ============= ===============  ===============  ===============
Net Assets Consist of:

Capital paid in                                   $51,315,635    $4,161,564      $41,523,140       $9,262,818      $40,897,473
Undistributed net investment income                 1,018,903            --          253,600          601,947          459,781
Accumulated net realized
gain (loss) on investments and
foreign currency transactions                       1,952,420            --        2,002,811         (466,096)       1,497,519
Net unrealized appreciation
 of investments and translation of

assets in foreign currencies                       12,612,786            --        7,120,402          101,518        8,316,450
                                              ---------------  ------------- ---------------  ---------------  ---------------
Total                                             $66,899,744    $4,161,564      $50,899,953       $9,500,187      $51,171,223
                                              ===============  ============= ===============  ===============  ===============
Shares of Beneficial

  Interest Outstanding (Note 2)                     3,940,249     4,161,564        2,187,245          903,314        2,499,680
                                              ===============  ============= ===============  ===============  ===============
Net Asset Value, Offering and
Redemption Price Per Share
(Net assets divided

 by shares outstanding)                                $16.98         $1.00           $23.27           $10.52           $20.47
                                                     ========      ========         ========         ========         ========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Statement of Assets and Liabilities

FIRST INVESTORS LIFE SERIES FUND
December 31, 1995

- --------------------------------------------- ---------------  ---------------  ---------------  ---------------
                                                                 INTERNATIONAL       INVESTMENT           TARGET
UTILITIES
                                                   HIGH YIELD       SECURITIES           GRADE     MATURITY 2007
INCOME
- --------------------------------------------- ---------------  ---------------  ---------------  ---------------
<S>                                           <C>             <C>              <C>              <C>                   <C>

Assets
Investments in securities:
At identified cost                                $39,977,368      $34,319,555      $15,284,779       $9,046,387       $12,435,393
                                              ===============  ===============  ===============  ===============   ===============
At value (Note 1A)                                $41,212,752      $40,777,496      $15,944,140       $9,771,084       $14,501,241
Cash (overdraft)                                      (84,149)          19,547           66,404           29,874            87,522
Receivables:
Trust shares sold                                      37,608          159,030           15,283           84,297            69,014
Investment securities sold                                 --           60,322               --           47,152                --
Interest and dividends                                798,851           88,993          266,508               --            44,681
Other assets                                              792              132               --               --                35
                                              ---------------  ---------------  ---------------  ---------------   ---------------
Total Assets                                       41,965,854       41,105,520       16,292,335        9,932,407        14,702,493
                                              ---------------  ---------------  ---------------  ---------------   ---------------
Liabilities
Payables:
Investment securities purchased                            --           22,243               --           72,660                --
Trust shares redeemed                                  30,499           20,192           19,238               --                48
Accrued advisory fee                                   25,970           25,131            4,580               --             4,110
Accrued expenses                                       15,424           26,392            6,646               --                --
                                              ---------------  ---------------  ---------------  ---------------   ---------------
Total Liabilities                                      71,893           93,958           30,464           72,660             4,158
                                              ---------------  ---------------  ---------------  ---------------   ---------------
Net Assets                                        $41,893,961      $41,011,562      $16,261,871       $9,859,747       $14,698,335
                                              ===============  ===============  ===============  ===============   ===============
Net Assets Consist of:
Capital paid in                                   $38,230,979      $32,724,961      $14,749,614       $8,883,571       $12,373,687
Undistributed net investment income                 3,663,919          493,877          936,245          209,332           380,800
Accumulated net realized
gain (loss) on investments and
foreign currency transactions                      (1,236,321)       1,334,545          (83,349)          42,147           (122,000)
Net unrealized appreciation
 of investments and translation of
assets in foreign currencies                        1,235,384        6,458,179          659,361          724,697         2,065,848
                                              ---------------  ---------------  ---------------  ---------------   ---------------
Total                                             $41,893,961      $41,011,562      $16,261,871       $9,859,747       $14,698,335
                                              ===============  ===============  ===============  ===============   ===============
Shares of Beneficial
  Interest Outstanding (Note 2)                     3,620,808        2,632,200        1,385,759          804,138         1,252,365
                                              ===============  ===============  ===============  ===============   ===============
Net Asset Value, Offering and
Redemption Price Per Share
(Net assets divided
 by shares outstanding)                                $11.57           $15.58           $11.73           $12.26            $11.74
                                                     ========         ========         ========         ========          ========

See notes to financial statements

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Statement of Operations FIRST INVESTORS LIFE SERIES FUND Year Ended December 31, 1995


                                                                                CASH

                                                               BLUE CHIP   MANAGEMENT    DISCOVERY   GOVERNMENT         GROWTH
                                                               ---------   ----------    ---------   ----------         ------

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

Investment Income
Income:

Interest                                                        $303,155     $245,440     $472,205     $633,757       $113,559

Dividends                                                       1,165,452          --       119,610          --         707,980

Consent fees                                                          --           --           --           --             --

Total income                                                   1,468,607      245,440      591,815      633,757        821,539

Expenses (Notes 1 and 5):

Advisory fee                                                     399,774       30,852      301,852       66,610        311,003

Professional fees                                                 16,075        6,027       10,186        4,869         10,665

Reports to shareholders                                           16,614        1,528       13,537        3,181         14,601

Custodian fees                                                    12,884        5,345       13,581        4,764         15,283

Other expenses                                                    14,878        1,370       11,987        2,899         13,003

Total expenses                                                   460,225       45,122      351,143       82,323        364,555

Less: Expenses waived or assumed                                      --      (19,978)          --      (51,238)            --

Custodian fees paid indirectly                                   (12,154)        (471)     (13,418)          --         (2,612)

Expenses--net                                                    448,071       24,673      337,725       31,085        361,943

Net investment income                                          1,020,536      220,767      254,090      602,672        459,596

Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions (Note 3):
Net realized gain (loss) on investments and foreign

currency transactions                                          1,953,467          178    2,003,359      322,099      1,548,981

Net unrealized appreciation of investments and translation

of assets in foreign currencies                               12,258,988           --    6,147,258      344,995      6,983,358


Net gain on investments and foreign currency                  14,212,455          178    8,150,617      667,094      8,532,339


Net Increase in Net Assets Resulting from Operations         $15,232,991     $220,945   $8,404,707   $1,269,766     $8,991,935

+    Net of $4,803 foreign taxes withheld

(a)  Includes net realized gain of $2,862 on foreign currency transactions

(b)  Includes $1,062 of net unrealized appreciation on translation of assets in
     foreign currencies *From April 25, 1995 (commencement of operations) to
     December 31, 1995

See notes to financial statements
</TABLE>

<PAGE>

<TABLE>

<CAPTION>

Statement of Operations FIRST INVESTORS LIFE SERIES FUND Year Ended December 31, 1995


                                                                        INTERNATIONAL     INVESTMENT         TARGET

UTILITIES

                                                            HIGH YIELD     SECURITIES         GRADE  MATURITY 2007*

INCOME
- -------------------------------------------------------------------------------------------------------------------------------
- ----
<S>                                                        <C>               <C>           <C>            <C>             <C>

Investment Income
Income:

Interest                                                    $3,700,593       $139,067       $979,652       $209,332       $39,389
Dividends                                                       209,611      712,375+             --             --       373,451

Consent fees                                                    70,691             --         22,113             --

Total income                                                 3,980,895        851,442      1,001,765        209,332       412,840

Expenses (Notes 1 and 5):

Advisory fee                                                   279,016        262,203        103,248         25,339       67,678
Professional fees                                               12,296         13,532          7,323          1,319        3,397

Reports to shareholders                                         13,122         12,521          5,280            249        2,363
Custodian fees                                                   7,828         56,986          4,124          1,219        5,462

Other expenses                                                  10,077         10,347          4,678            850        3,120

Total expenses                                                 322,339        355,589        124,653         28,976       82,020
Less: Expenses waived or assumed                                    --             --        (55,066)       (28,976)     (50,437)

Custodian fees paid indirectly                                  (7,828)            --         (4,092)            --

Expenses--net                                                  314,511        355,589         65,495             --       31,583

Net investment income                                        3,666,384        495,853        936,270        209,332      381,257

Realized and Unrealized Gain (Loss) on Investments
and Foreign Currency Transactions (Note 3):
Net realized gain (loss) on investments and foreign
currency transactions                                         (147,796)    1,334,830(a)      (35,809)       42,147       (21,926)
Net unrealized appreciation of investments and translation
of assets in foreign currencies                              3,097,609   4,263,821(b)      1,528,072        724,697    2,200,558

Net gain on investments and foreign currency                 2,949,813      5,598,651      1,492,263        766,844    2,178,632

Net Increase in Net Assets Resulting from Operations        $6,616,197     $6,094,504     $2,428,533       $976,176   $2,559,889

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Statement of Changes in Net Assets

FIRST INVESTORS LIFE SERIES FUND

                                                                    BLUE CHIP                        CASH MANAGEMENT
                                                         ---------------------------------   ---------------------------------
Year Ended December 31                                         1995             1994              1995              1994
                                                         ---------------   ---------------   ---------------   ---------------
<S>                                                    <C>                <C>                <C>              <C>

Increase (Decrease) in Net Assets from Operations

Net investment income                                        $1,020,536          $568,219          $220,767          $144,250
Net realized gain (loss) on investments and
foreign currency transactions                                 1,953,467         2,931,871               178                61
Net unrealized appreciation (depreciation)
of investments and translation of assets
in foreign currencies                                        12,258,988        (4,069,423)               --                --
                                                        ---------------   ---------------   ---------------   ---------------
Net increase (decrease) in net assets
resulting from operations.                                   15,232,991          (569,333)          220,945           144,311
                                                        ---------------   ---------------   ---------------   ---------------
Distributions to Shareholders from:

Net investment income                                          (569,704)         (204,030)         (220,945)         (144,311)
Net realized gain on investments                             (2,922,430)         (416,537)               --                --
                                                        ---------------   ---------------   ---------------   ---------------
Total distributions                                          (3,492,134)         (620,567)         (220,945)         (144,311)
                                                        ---------------   ---------------   ---------------   ---------------
Trust Share Transactions (a)

Proceeds from shares sold                                    12,100,755         9,253,157         1,802,472           828,637
Value of distributions reinvested                             3,492,134           620,566           220,945           144,311
Cost of shares redeemed                                      (1,858,303)       (1,289,081)       (1,790,408)       (1,286,977)
                                                        ---------------   ---------------   ---------------   ---------------
Net increase (decrease) from trust
share transactions                                           13,734,586         8,584,642           233,009          (314,029)
                                                        ---------------   ---------------   ---------------   ---------------
Net increase (decrease) in net assets                        25,475,443         7,394,742           233,009          (314,029)
Net Assets

Beginning of year                                            41,424,301        34,029,559         3,928,555         4,242,584
                                                        ---------------   ---------------   ---------------   ---------------
End of year+                                                $66,899,744       $41,424,301        $4,161,564        $3,928,555
                                                        ===============   ===============   ===============   ===============
 +Includes undistributed net investment income of            $1,018,903          $568,071         $      --         $      --
                                                        ===============   ===============   ===============   ===============
 (a) Trust Shares Issued and Redeemed

Sold                                                            791,231           664,327         1,802,472           828,637

Issued for distributions reinvested                             261,975            45,969           220,945           144,311
Redeemed                                                       (125,241)          (92,113)       (1,790,408)       (1,286,977)
                                                       ----------------    --------------    --------------  ----------------
Net increase (decrease) in shares outstanding                   927,965           618,183           233,009          (314,029)
                                                        ===============   ===============   ===============   ===============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Statement of Changes in Net Assets

FIRST INVESTORS LIFE SERIES FUND

                                                                      DISCOVERY                           GOVERNMENT
                                                         -----------------------------------   ---------------------------------
Year Ended December 31                                                 1995             1994              1995              1994
                                                         ------------------  ---------------   ---------------   ---------------
<S>                                                            <C>               <C>                <C>               <C>       

Increase (Decrease) in Net Assets from Operations

Net investment income                                             $254,090           $93,202          $602,672          $530,105
Net realized gain (loss) on investments and
foreign currency transactions                                    2,003,359         1,992,419           322,099          (786,678)
Net unrealized appreciation (depreciation)
of investments and translation of assets
in foreign currencies                                            6,147,258        (2,687,366)          344,995           (75,120)
                                                           ---------------   ---------------   ---------------   ---------------
Net increase (decrease) in net assets
resulting from operations.                                       8,404,707          (601,745)        1,269,766          (331,693)
                                                           ---------------   ---------------   ---------------   ---------------
Distributions to Shareholders from:

Net investment income                                              (93,692)               --          (507,584)          (84,143)

Net realized gain on investments                                (1,992,932)       (1,014,247)               --          (138,692)
                                                           ---------------   ---------------   ---------------   ---------------
Total distributions                                             (2,086,624)       (1,014,247)         (507,584)         (222,835)
                                                           ---------------   ---------------   ---------------   ---------------
Trust Share Transactions (a)

Proceeds from shares sold                                       13,530,189        10,106,014         1,678,903         1,488,126
Value of distributions reinvested                                2,086,624         1,014,247           507,584           222,836

Cost of shares redeemed                                         (1,278,557)         (481,564)       (1,326,445)       (1,512,005)
                                                           ---------------   ---------------   ---------------   ---------------
Net increase (decrease) from trust
share transactions                                              14,338,256        10,638,697           860,042           198,957
                                                           ---------------   ---------------   ---------------   ---------------
Net increase (decrease) in net assets                           20,656,339         9,022,705         1,622,224          (355,571)

Net Assets

Beginning of year                                               30,243,614        21,220,909         7,877,963         8,233,534
                                                           ---------------   ---------------   ---------------   ---------------
End of year+                                                   $50,899,953       $30,243,614        $9,500,187        $7,877,963
                                                           ===============   ===============   ===============   ===============
+ Includes undistributed net investment income of                 $253,600           $93,202          $601,947          $506,859
                                                           ===============   ===============   ===============   ===============
 (a) Trust Shares Issued and Redeemed
Sold                                                               617,324           501,020           170,551           151,268
Issued for distributions reinvested                                109,304            51,897            53,998            22,959

Redeemed                                                           (61,853)          (24,001)         (133,164)         (152,565)
                                                         -----------------  ----------------  ----------------   ---------------
Net increase (decrease) in shares outstanding                      664,775           528,916            91,385            21,662
                                                           ===============   ===============   ===============   ===============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Statement of Changes in Net Assets

FIRST INVESTORS LIFE SERIES FUND

                                                                         GROWTH                              HIGH YIELD
                                                          ---------------------------------   ---------------------------------
Year Ended December 31                                               1995              1994              1995              1994
                                                          ---------------   ---------------   ---------------   ---------------
<S>                                                      <C>               <C>               <C>                <C>

Increase (Decrease) in Net Assets from Operations

Net investment income                                           $459,596          $176,061        $3,666,384        $2,971,391
Net realized gain (loss) on investments and
foreign currency transactions                                  1,548,981           555,580          (147,796)         (106,914)
Net unrealized appreciation (depreciation)
of investments and translation of assets
in foreign currencies                                          6,983,358        (1,490,527)        3,097,609        (3,352,582)
                                                         ---------------   ---------------   ---------------   ---------------
Net increase (decrease) in net assets
resulting from operations.                                     8,991,935          (758,886)        6,616,197          (488,105)
                                                         ---------------   ---------------   ---------------   ---------------
Distributions to Shareholders from:

Net investment income                                           (175,754)               --        (2,973,759)       (1,135,309)
Net realized gain on investments                                (591,906)         (336,304)               --                --
                                                         ---------------   ---------------   ---------------   ---------------
Total distributions                                             (767,660)         (336,304)       (2,973,759)       (1,135,309)
                                                         ---------------   ---------------   ---------------   ---------------
Trust Share Transactions (a)

Proceeds from shares sold                                     10,824,201         8,593,462         5,830,065         4,464,152
Value of distributions reinvested                                767,659           336,304         2,973,759         1,135,309
Cost of shares redeemed                                       (1,442,104)         (695,724)       (2,837,047)       (2,284,666)
                                                         ---------------   ---------------   ---------------   ---------------

Net increase (decrease) from trust                            10,149,756         8,234,042         5,966,777         3,314,795
share transactions                                       ---------------   ---------------   ---------------   ---------------
                                                              18,374,031         7,138,852         9,609,215         1,691,381
Net increase (decrease) in net assets

Net Assets                                                    32,797,192        25,658,340        32,284,746        30,593,365
Beginning of year                                        ---------------   ---------------   ---------------   ---------------
                                                             $51,171,223       $32,797,192       $41,893,961       $32,284,746
End of year+                                             ===============   ===============   ===============   ===============
                                                                $459,781          $176,061        $3,663,919        $2,971,294
 +Includes undistributed net investment income of        ===============   ===============   ===============   ===============

 (a) Trust Shares Issued and Redeemed                            572,178           510,485           537,054           416,564
Sold                                                              45,613            20,645           296,191           107,326
Issued for distributions reinvested                              (78,592)          (41,089)         (263,126)         (214,630)
Redeemed                                                 ---------------   ---------------   ---------------   ---------------
                                                                 539,199           490,041           570,119           309,260
Net increase (decrease) in shares outstanding            ===============   ===============   ===============   ===============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Statement of Changes in Net Assets

FIRST INVESTORS LIFE SERIES FUND

                                                                  INTERNATIONAL                          INVESTMENT
                                                                    SECURITIES                             GRADE
                                                         ---------------------------------   ---------------------------------
                                                                    1995              1994              1995              1994
Year Ended December 31                                    ---------------   ---------------   ---------------   ---------------
<S>                                                      <C>               <C>               <C>                <C>

Increase (Decrease) in Net Assets from Operations               $495,853          $331,106          $936,270          $729,582
Net investment income
Net realized gain (loss) on investments and                    1,334,830           913,209           (35,809)          (47,540)
foreign currency transactions
Net unrealized appreciation (depreciation)
of investments and translation of assets                       4,263,821        (1,619,867)        1,528,072        (1,054,894)
in foreign currencies                                    ---------------   ---------------   ---------------   ---------------

Net increase (decrease) in net assets                          6,094,504          (375,552)        2,428,533          (372,852)
resulting from operations.                               ---------------   ---------------   ---------------   ---------------

Distributions to Shareholders from:                             (284,370)          (87,059)         (605,201)         (154,441)
Net investment income                                           (601,917)               --                --           (90,556)
Net realized gain on investments                         ---------------   ---------------   ---------------   ---------------
                                                                (886,287)          (87,059)         (605,201)         (244,997)
Total distributions                                      ---------------   ---------------   ---------------   ---------------

Trust Share Transactions (a)                                   6,301,362        11,075,210         3,462,505         2,762,399
Proceeds from shares sold                                        886,288            87,058           605,201           244,996
Value of distributions reinvested                             (2,692,802)         (399,664)       (1,231,643)         (997,487)
Cost of shares redeemed                                  ---------------   ---------------   ---------------   ---------------
                                                               4,494,848        10,762,604         2,836,063         2,009,908
Net increase from trust share transactions               ---------------   ---------------   ---------------   ---------------
                                                               9,703,065        10,299,993         4,659,395         1,392,059
Net increase in net assets

Net Assets                                                    31,308,497        21,008,504        11,602,476        10,210,417
Beginning of year                                        ---------------   ---------------   ---------------   ---------------
                                                             $41,011,562       $31,308,497       $16,261,871       $11,602,476
End of year+                                             ===============   ===============   ===============   ===============
                                                                $493,877          $279,003          $936,245          $605,176
 +Includes undistributed net investment income of        ===============   ===============   ===============   ===============

 (a)Trust Shares Issued and Redeemed                             439,419           811,007           315,041           264,613
Sold                                                              69,350             6,642            59,159            24,055
Issued for distributions reinvested                             (194,386)          (29,290)         (113,482)          (96,249)
Redeemed                                                 ---------------   ---------------   ---------------   ---------------
                                                                 314,383           788,359           260,718           192,419
Net increase in shares outstanding                       ===============   ===============   ===============   ===============

See notes to financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Statement of Changes in Net Assets

FIRST INVESTORS LIFE SERIES FUND

                                                                    TARGET
                                                                   MATURITY                       UTILITIES
                                                                     2007                         INCOME
                                                                ---------------    ---------------  ---------------
                                                                          1995*              1995              1994
Year Ended December 31                                          ---------------   ---------------   ---------------
<S>                                                             <C>               <C>               <C>

Increase (Decrease) in Net Assets from Operations                      $209,332          $381,257          $115,157
Net investment income
Net realized gain (loss) on investments and                              42,147           (21,926)         (100,075)
foreign currency transactions
Net unrealized appreciation (depreciation)
of investments and translation of assets                                724,697         2,200,558          (132,614)
in foreign currencies                                           ---------------   ---------------   ---------------

Net increase (decrease) in net assets                                   976,176         2,559,889          (117,532)
resulting from operations.                                      ---------------   ---------------   ---------------

Distributions to Shareholders from:                                          --          (110,536)           (5,535)
Net investment income                                                        --                --                --
Net realized gain on investments                                ---------------   ---------------   ---------------
                                                                             --          (110,536)           (5,535)
Total distributions                                             ---------------   ---------------   ---------------

Trust Share Transactions (a)                                          8,383,571         7,708,137         4,449,169
Proceeds from shares sold                                                    --           110,535             5,534
Value of distributions reinvested                                            --          (289,717)         (105,265)
Cost of shares redeemed                                         ---------------   ---------------   ---------------
                                                                      8,383,571         7,528,955         4,349,438
Net increase from trust share transactions                      ---------------   ---------------   ---------------
                                                                      9,359,747         9,978,308         4,226,371
Net increase in net assets

Net Assets                                                           500,000 **         4,720,027           493,656
Beginning of year                                               ---------------   ---------------   ---------------
                                                                     $9,859,747       $14,698,335        $4,720,027
End of year+                                                    ===============   ===============   ===============
                                                                       $209,332          $380,800          $110,079
 +Includes undistributed net investment income of               ===============   ===============   ===============

 (a)Trust Shares Issued and Redeemed                                    754,138           755,204           474,683
Sold                                                                         --            11,709               600
Issued for distributions reinvested                                          --           (28,182)          (11,306)
Redeemed                                                        ---------------   ---------------   ---------------
                                                                        754,138           738,731           463,977
Net increase in shares outstanding                              ===============   ===============   ===============

 * From April 25, 1995 (commencement of operations) to December 31, 1995 ** See
 Note 6

See notes to financial statements

</TABLE>

<PAGE>

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,
Target Maturity 2007 and Utilities Income Funds and accounts separately for the
assets, liabilities and operations of each Fund. The objective of each Fund is
as follows:

Blue Chip Fund seeks high total investment return consistent with the
preservation of capital. Cash Management Fund seeks to earn a high rate of
current income consistent with the preservation of capital and maintenance of
liquidity.

Discovery Fund seeks long-term capital appreciation.

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

Growth Fund seeks long-term capital appreciation.

High Yield Fund seeks to earn a high level of current income. Consistent with
that objective, the Fund will also seek growth of capital as a secondary
objective.

International Securities Fund seeks long-term capital growth. As a secondary
objective, the Fund seeks to earn a reasonable level of current income.

Investment Grade Fund seeks a maximum level of income consistent with investment
in investment grade debt securities.

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

Utilities Income Fund seeks high current income. Long-term capital appreciation
is a secondary objective.

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 Funds, 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, Investment Grade and Target Maturity 2007 Funds
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 Fund, when purchased at a 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 each Fund to continue to
comply with the special provisions of the Internal Revenue Code applicable to
investment companies, and to make sufficient


<PAGE>



distributions of income and capital gains (in excess of any available capital
loss carryovers) to relieve each fund from all, or substantially all, federal
income taxes. At December 31, 1995, Funds having capital loss carryovers were as
follows:

<TABLE>
<CAPTION>

                                       Year Capital Loss Carryovers Expire
                                    -----------------------------------------
Fund                       Total        1998       1999       2002       2003
- -----                   --------    --------   --------   --------   --------
<S>                   <C>          <C>        <C>         <C>       <C>
GOVERNMENT            $  466,096   $     ---  $     ---   $466,096  $     ---
HIGH YIELD             1,236,321     625,684    355,926    106,914    147,797
INVESTMENT GRADE          83,349         ---        ---     47,540     35,809
UTILITIES INCOME         122,000         ---        ---    100,075     21,925

</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 International Securities Fund does not isolate that portion of gains and
losses on investments which is due to changes in foreign exchange rates from
that which is due to changes in market prices of the investments. Such
fluctuations are included with the net realized and unrealized gains and losses
from investments. Net realized and unrealized gain 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
funds except for the Cash Management Fund which declares daily and pays monthly.
Income dividends and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions, capital loss carryforwards and deferral of wash
sales. E. Expense Allocation--Expenses directly charged or attributable to a
Fund are paid from the assets of that Fund. General expenses of the Funds are
allocated among and charged to the assets of each Fund on a fair and equitable
basis, which may be based on the relative assets of each Fund or the nature of
the services performed and relative applicability to each Fund.

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


<PAGE>



to legal proceedings.

G. 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. The Bank of New York as Custodian for all
Funds, except the International Securities Fund, has provided credits in the
amount of $52,020 against custodian charges based on the uninvested cash
balances of the Funds.

2. Trust Shares--The Declaration of Trust permits the issuance of an unlimited
number of shares of beneficial interest, of one or more Funds. Shares in the
Funds 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, 1995,
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 of       Proceeds        Cost of         Proceeds
Fund                           Purchases       of Sales      Purchases         of Sales
- ----                        ------------     ----------     ----------     ------------
<S>                          <C>            <C>           <C>               <C>
BLUE CHIP                    $24,767,189    $12,743,972   $         --      $        --
DISCOVERY                     33,299,263     25,314,118             --               --
GOVERNMENT                            --             --     18,814,356       15,620,984
GROWTH                        35,962,901     25,421,753             --               --
HIGH YIELD                    26,108,254     19,876,773             --               --
INTERNATIONAL SECURITIES      19,825,010     15,013,276             --               --
INVESTMENT GRADE               4,521,590      1,503,758      1,808,046        1,707,808
TARGET MATURITY 2007             327,670        338,977      9,895,126          879,579
UTILITIES INCOME               9,231,512      1,417,154             --               --

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

At December 31, 1995, aggregate cost and net unrealized appreciation of
securities for federal income tax purposes were as follows:

                                                  Gross          Gross
                               Aggregate     Unrealized     Unrealized    Net Unrealized
Fund                                Cost   Appreciation   Depreciation      Appreciation
- ------                      ------------   ------------   ------------    --------------
<S>                         <C>            <C>              <C>            <C>
BLUE CHIP                   $ 53,860,356   $ 13,352,093     $  739,932     $  12,612,161
CASH MANAGEMENT                4,109,957             --             --                --
DISCOVERY                     43,816,620      9,062,423      1,949,102         7,113,321
GOVERNMENT                     9,252,545        146,867         45,349           101,518
GROWTH                        42,706,633      9,278,167        968,530         8,309,637
HIGH YIELD                    39,977,368      1,819,585        584,201         1,235,384
INTERNATIONAL SECURITIES      34,319,555      7,169,525        711,583         6,457,942
INVESTMENT GRADE              15,284,779        683,787         24,426           659,361
TARGET MATURITY 2007           9,047,030        724,054             --           724,054
UTILITIES INCOME              12,435,393      2,110,940         45,092         2,065,848
</TABLE>

4. Rule 144A Securities--Under Rule 144A, certain restricted securities are
exempt from the registration requirements of the Securities Act of 1933 and may
only be sold to qualified institutional investors. At December 31, 1995, the
High Yield and International Securities Funds held 144A securities, with
aggregate values of $3,463,500 and $152,577, respectively. These securities
represent 8.3% and .4%, respectively, of the Funds' net assets and are valued as
set forth in Note 1A.

5. Advisory Fee and Other Transactions With Affiliates--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 First
Investors Corporation. The Investment Advisory Agreement provides as
compensation to FIMCO an annual fee, payable monthly, at the rate of .75% on the
first $250 million of each Fund's 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, 1995, total advisory fees were
$1,847,575 of which $168,480 was waived by the investment adviser. In addition,
$25,770 of expenses were assumed by FIMCO. Pursuant to certain state
regulations, FIMCO has agreed to reimburse a Fund if and to the extent that any
Funds' aggregate operating expenses, including the advisory fee but generally
excluding interest, taxes, brokerage commissions and extraordinary expenses,
exceed any limitation on expenses applicable to the Fund in those states (unless
waivers of such limitations have been obtained). The amount of any such
reimbursement is limited to the yearly advisory fee. For the year ended December
31, 1995, no reimbursement was required pursuant to these provisions.

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

6. Commencement of Operations--The Target Maturity 2007 Fund commenced
operations in April 1995 following the sale of 50,000 shares of beneficial
interest to First Investors Life Insurance Company for $500,000.


<PAGE>



7. Concentration of Credit Risk--The High Yield Fund's investment in high yield
securities, whether rated or unrated, may be considered speculative and subject
to greater market fluctuations and risk 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, 1995, the
High Yield Fund held one defaulted security with a value of $131,300
representing less than 1/2 of 1% of the Fund's net assets. The Utilities Income
Fund 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 Fund 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 ten funds comprising First Investors Life
Series Fund as of December 31, 1995, 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, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the ten funds comprising First Investors Life Series Fund as of December 31,
1995, 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, 1996


<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

 (a)  Financial Statements:

     Financial  Statements  are set  forth in Part B,  Statement  of  Additional
Information.

 (b)      Exhibits:

          (1)(6)       Declaration of Trust

          (2)(6)       By-laws

          (3)          Not Applicable

          (4)(1)       Specimen Certificate

          (5)a.(4)     Investment Advisory Agreement between Registrant and
                       First Investors Management Company, Inc., including form
                       of Schedule A for Zero Coupon 2007 Series

             b.(4)     Subadvisory Agreement relating to International
                       Securities Series and Growth Series

          (6)          Not Applicable

          (7)          Not Applicable

          (8)a.(7)     Custodian Agreement between Registrant and Irving Trust
                       Company

             b.(7)     Custodian Agreement between Registrant and Brown
                       Brothers Harriman & Co. relating to International
                       Securities Fund

             c.(7)     Custodian Agreement between Registrant and Brown
                       Brothers Harriman & Co. relating to Total Return Fund

             d.(7)     Supplement to Custodian Agreement between Registrant and
                       The Bank of New York

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

          (10)         Opinion of Counsel

          (11)a.          Consent of independent accountants

              b.(6)       Powers of Attorney


<PAGE>



             (12)             Not Applicable

             (13)(2,3)        Undertakings

             (14)             Not Applicable

             (15)             Not Applicable

             (16)             Not Applicable

             (17)             Financial Data Schedules (Filed as Exhibit 27
                              fo electronic filing purposes.)

             (18)             Not Applicable

- -----------------------
    (1)    Incorporated by reference from Pre-Effective Amendment No. 2 to
           Registrant's Registration Statement (File No. 2-98409).
    (2)    Incorporated by reference from Post-Effective Amendment No. 10 to
           Registrant's Registration Statement (File No. 2-98409) filed with
           the Commission on October 31, 1991.
    (3)    Incorporated by reference from Post-Effective Amendment No. 13 to
           Registrant's Registration Statement (File No. 2-98409) filed with
           the Commission on September 16, 1993.
    (4)    Incorporated by reference from Post-Effective Amendment No. 15 to
           Registrant's Registration Statement (File No. 2-98409) filed with
           the Commission on February 15, 1995.
    (5)    Incorporated by reference from  Registrant's  Rule 24f-2 Notice for
           its fiscal year ending  December 31, 1995 filed with the Commission
           on February 27, 1996.
    (6)    Incorporated by reference from Post-Effective Amendment No. 17 to
           Registrant's Registration Statement (File No. 2-98409) filed with
           the Commission on October 2, 1995.
    (7)    Incorporated by reference from Post-Effective Amendment No. 18 to
           Registrant's Registration Statement (File No. 2-98409) filed with
           the Commission on February 14, 1996.


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

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


<PAGE>

Item 26.  Number of Holders of Securities
                                                       Number of
                                                 Record Holders as of
             Title of Class                       February 13, 1996
             --------------                       -----------------
               Shares of
          Beneficial Interest,
             no par value
   
      Investment Grade Fund                             2
      Government Fund                                   2
      Cash Management Fund                              2
      Discovery Fund                                    2
      Growth Fund                                       2
      High Yield Fund                                   2
      Blue Chip Fund                                    2
      International Securities Fund                     2
      Utilities Income Fund                             2
      Zero Coupon 2007 Fund                             1
      Zero Coupon 2010 Fund                             1
    

Item 27.  Indemnification

     Article XI,  Section 2 of  Registrant's  Declaration  of Trust  provides as
follows:

             "Section 2.

     (a) Subject to the  exceptions  and  limitations  contained  in Section (b)
below:

     (i) every  person who is, or has been, a Trustee or officer of the Trust (a
"Covered  Person")  shall be  indemnified  by the  Trust to the  fullest  extent
permitted by law against liability and against expenses  reasonably  incurred or
paid by him in connection with any claim,  action,  suit or proceeding  which he
becomes involved as a party or otherwise by virtue of his being or having been a
Trustee or officer and against amounts paid or incurred by him in the settlement
thereof;

     (ii) the words "claim,"  "action,"  "suit," or "proceeding"  shall apply to
all claims,  actions, suits or proceedings (civil,  criminal or other, including
appeals),  actual or threatened,  and the words "liability" and "expenses" shall
include, without limitation,  attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

     (b) No indemnification shall be provided hereunder to a Covered Person:

     (i) Who shall have been  adjudicated  by a court or body  before  which the
proceeding  was  brought  (A) to be liable to the Trust or its  Shareholders  by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of


<PAGE>



his office or (B) not to have acted in good faith in the reasonable  belief that
his action was in the best interest of the Trust; or

     (ii) in the event of a  settlement,  unless there has been a  determination
that such Trustee or officer did not engage in willful  misfeasance,  bad faith,
gross negligence or reckless  disregard of the duties involved in the conduct of
his office,

                    (A)  by the court or other body approving the settlement; or

                    (B)  by at  least  a  majority  or  those  Trustees  who are
                         neither interested persons of the Trust nor are parties
                         to the matter based upon a review of readily  available
                         facts (as opposed to a full trial-type inquiry); or

                    (C)  by written  opinion of independent  legal counsel based
                         upon a review of readily available facts (as opposed to
                         a full trial-type inquiry); provided, however, that any
                         Shareholder  may,  by  appropriate  legal  proceedings,
                         challenge any such determination by the Trustees, or by
                         independent counsel.

     (c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable,  shall not be exclusive of
or affect any other  rights to which any Covered  Person may now or hereafter be
entitled,  shall  continue  as to a person who has ceased to be such  Trustee or
officer  and  shall  inure  to  the   benefit  of  the  heirs,   executors   and
administrators  of such a person.  Nothing  contained  herein  shall  affect any
rights to  indemnification  to which Trust  personnel,  other than  Trustees and
officers,  and other persons may be entitled by contract or otherwise  under the
law.

     (d) Expenses in  connection  with the  preparation  and  presentation  of a
defense to any claim,  action,  suit or proceeding of the character described in
paragraph (a) of this Section 2 may be paid by the Trust from time to time prior
to final  disposition  thereof upon receipt of an undertaking by or on behalf of
such Covered Person that such amount will be paid over by him to the Trust if it
is ultimately  determined that he is not entitled to indemnification  under this
Section 2;  provided,  however,  that either (a) such Covered  Person shall have
provided  appropriate  security for such  undertaking,  (b) the Trust is insured
against losses arising out of any such advance payments or (c) either a majority
of the Trustees who are neither  interested persons of the Trust nor are parties
to the matter,  or independent  legal counsel in a written  opinion,  shall have
determined, based upon a review of readily available facts (as opposed to a full
trial-type inquiry),  that there is a reason to believe that such Covered Person
will be found entitled to indemnification under this Section 2."

     The  general  effect  of  this  Indemnification  will be to  indemnify  the
officers and Trustees of the Registrant from costs and expenses arising from any
action,  suit or proceeding to which they may be made a party by reason of their
being or having been a Trustee or officer of the  Registrant,  except where such
action is determined to have arisen out of


<PAGE>



the willful  misfeasance,  bad faith,  gross negligence or reckless disregard of
the duties involved in the conduct of the Trustee's or officer's office.

     The Registrant's Investment Advisory Agreement provides as follows:

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

Item 28.  Business and Other Connections of Investment Adviser

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

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

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

Item 29.  Principal Underwriters

              Not applicable

Item 30.  Location of Accounts and Records

     Physical  possession of the books,  accounts and records of the  Registrant
are  held by  First  Investors  Management  Company,  Inc.  and  its  affiliated
companies, First Investors Corporation and Administrative Data Management Corp.,
at their  corporate  headquarters,  95 Wall  Street,  New  York,  NY  10005  and
administrative offices, 581 Main Street,  Woodbridge, NJ 07095, except for those

<PAGE>

maintained by the Registrant's Custodians, The Bank of New York, 48 Wall Street,
New York, NY 10286, and Brown Brothers Harriman & Co., 40 Water Street,  Boston,
MA 02109.

Item 31.              Management Services

                      Inapplicable

Item 32.              Undertakings

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

     Insofar as  indemnification  for liability arising under the Securities Act
of 1933 may be permitted to trustees,  officers and  controlling  persons of the
Registrant  pursuant to the provisions under Item 27 herein,  or otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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

     The  Registrant  hereby  undertakes  to  file  a  Post-Effective  Amendment
containing  financial  statements for First Investors  Target Maturity 2010 Fund
that need not be certified, within four to six months from the effective date of
the  Post-Effective  Amendment  to  Registrant's  Registration  Statement  filed
herewith, or from the date of its commencement of operations.


<PAGE>


                                   SIGNATURES


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

                                                   FIRST INVESTORS LIFE
                                                   SERIES FUND
                                                   (Registrant)


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

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



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

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

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

         *                    Trustee                      April 17,  1996
- --------------------
James J. Coy

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

<PAGE>

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

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

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

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

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


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



<PAGE>


                                INDEX TO EXHIBITS


   
Exhibit
Number                     Description
- ------                     -----------
99.B11                     Consent of independent accountants
27.01                      FDS - High Yield Fund
27.02                      FDS - Discovery Fund
27.03                      FDS - Blue Chip Fund
27.04                      FDS - Growth Fund
27.05                      FDS - Cash Management Fund
27.06                      FDS - International Securities Fund
27.07                      FDS - Government Fund
27.08                      FDS - Investment Grade Fund
27.09                      FDS - Utilities Income Fund
27.10                      FDS - Target Maturity 2007 Fund
    





               Consent of Independent Certified Public Accountants

First Investors Life Series Fund
95 Wall Street
New York, New York  10005

     We  consent  to  the  use  in  Post-Effective   Amendment  No.  19  to  the
Registration  Statement  on Form N-1A (File No.  2-98409)  of our  report  dated
January 31, 1996 relating to the December 31, 1995 financial statements of First
Investors  Life  Series  Fund and of our  opinion  dated  February  7,  1996 and
accompanying  Statement of Net Assets of First  Investors Zero Coupon 2010 Fund,
which are included in said Registration Statement.




                                                        /s/Tait, Weller & Baker

                                                        TAIT, WELLER & BAKER




Philadelphia, Pennsylvania
April 16, 1996


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 01
   <NAME> LIFE SERIES HIGH YIELD
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            39977
<INVESTMENTS-AT-VALUE>                           41213
<RECEIVABLES>                                      837
<ASSETS-OTHER>                                       1
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   42051
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          156
<TOTAL-LIABILITIES>                                156
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         38231
<SHARES-COMMON-STOCK>                             3621
<SHARES-COMMON-PRIOR>                             3051
<ACCUMULATED-NII-CURRENT>                         3664
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         (1236)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1235
<NET-ASSETS>                                     41895
<DIVIDEND-INCOME>                                  210
<INTEREST-INCOME>                                 3701
<OTHER-INCOME>                                      71
<EXPENSES-NET>                                   (315)
<NET-INVESTMENT-INCOME>                           3667
<REALIZED-GAINS-CURRENT>                         (148)
<APPREC-INCREASE-CURRENT>                         3098
<NET-CHANGE-FROM-OPS>                             6617
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (3667)
<DISTRIBUTIONS-OF-GAINS>                         (148)
<DISTRIBUTIONS-OTHER>                           (3098)
<NUMBER-OF-SHARES-SOLD>                            537
<NUMBER-OF-SHARES-REDEEMED>                        263
<SHARES-REINVESTED>                                296
<NET-CHANGE-IN-ASSETS>                            9609
<ACCUMULATED-NII-PRIOR>                           2471
<ACCUMULATED-GAINS-PRIOR>                       (1089)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            (279)
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  (322)
<AVERAGE-NET-ASSETS>                             37202
<PER-SHARE-NAV-BEGIN>                            10.58
<PER-SHARE-NII>                                      1
<PER-SHARE-GAIN-APPREC>                            .95
<PER-SHARE-DIVIDEND>                               .96
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.57
<EXPENSE-RATIO>                                    .87
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 02
   <NAME> LIFE SERIES DISCOVERY
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            43810
<INVESTMENTS-AT-VALUE>                           50930
<RECEIVABLES>                                      174
<ASSETS-OTHER>                                     242
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   51346
<PAYABLE-FOR-SECURITIES>                           240
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          206
<TOTAL-LIABILITIES>                                446
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         41523
<SHARES-COMMON-STOCK>                             2187
<SHARES-COMMON-PRIOR>                             1522
<ACCUMULATED-NII-CURRENT>                          254
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           2003
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          7120
<NET-ASSETS>                                     50900
<DIVIDEND-INCOME>                                  120
<INTEREST-INCOME>                                  472
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (338)
<NET-INVESTMENT-INCOME>                            254
<REALIZED-GAINS-CURRENT>                          2003
<APPREC-INCREASE-CURRENT>                         6147
<NET-CHANGE-FROM-OPS>                             8404
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (254)
<DISTRIBUTIONS-OF-GAINS>                        (2003)
<DISTRIBUTIONS-OTHER>                           (6147)
<NUMBER-OF-SHARES-SOLD>                            617
<NUMBER-OF-SHARES-REDEEMED>                         62
<SHARES-REINVESTED>                                109
<NET-CHANGE-IN-ASSETS>                           20656
<ACCUMULATED-NII-PRIOR>                             93
<ACCUMULATED-GAINS-PRIOR>                         1992
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              302
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    352
<AVERAGE-NET-ASSETS>                             40247
<PER-SHARE-NAV-BEGIN>                            19.86
<PER-SHARE-NII>                                    .11
<PER-SHARE-GAIN-APPREC>                           4.62
<PER-SHARE-DIVIDEND>                               .06
<PER-SHARE-DISTRIBUTIONS>                         1.26
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              23.27
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 03
   <NAME> LIFE SERIES BLUE CHIP
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            53860
<INVESTMENTS-AT-VALUE>                           66473
<RECEIVABLES>                                      251
<ASSETS-OTHER>                                     245
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   66968
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           68
<TOTAL-LIABILITIES>                                 68
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         51316
<SHARES-COMMON-STOCK>                             3940
<SHARES-COMMON-PRIOR>                             3012
<ACCUMULATED-NII-CURRENT>                         1019
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1952
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         12613
<NET-ASSETS>                                     66900
<DIVIDEND-INCOME>                                 1165
<INTEREST-INCOME>                                  303
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (448)
<NET-INVESTMENT-INCOME>                           1020
<REALIZED-GAINS-CURRENT>                          1953
<APPREC-INCREASE-CURRENT>                        12259
<NET-CHANGE-FROM-OPS>                            15232
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (1021)
<DISTRIBUTIONS-OF-GAINS>                        (1953)
<DISTRIBUTIONS-OTHER>                          (12259)
<NUMBER-OF-SHARES-SOLD>                            791
<NUMBER-OF-SHARES-REDEEMED>                        125
<SHARES-REINVESTED>                                262
<NET-CHANGE-IN-ASSETS>                           25475
<ACCUMULATED-NII-PRIOR>                            568
<ACCUMULATED-GAINS-PRIOR>                         2921
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              400
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    460
<AVERAGE-NET-ASSETS>                             53303
<PER-SHARE-NAV-BEGIN>                            13.75
<PER-SHARE-NII>                                    .26
<PER-SHARE-GAIN-APPREC>                           4.11
<PER-SHARE-DIVIDEND>                               .19
<PER-SHARE-DISTRIBUTIONS>                          .95
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.98
<EXPENSE-RATIO>                                    .86
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 04
   <NAME> LIFE SERIES GROWTH
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            42700
<INVESTMENTS-AT-VALUE>                           51016
<RECEIVABLES>                                      239
<ASSETS-OTHER>                                       2
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   51257
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           86
<TOTAL-LIABILITIES>                                 86
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         40897
<SHARES-COMMON-STOCK>                             2450
<SHARES-COMMON-PRIOR>                             1960
<ACCUMULATED-NII-CURRENT>                          460
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1498
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          8316
<NET-ASSETS>                                     51171
<DIVIDEND-INCOME>                                  708
<INTEREST-INCOME>                                  114
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (362)
<NET-INVESTMENT-INCOME>                            460
<REALIZED-GAINS-CURRENT>                          1549
<APPREC-INCREASE-CURRENT>                         6983
<NET-CHANGE-FROM-OPS>                             8992
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (460)
<DISTRIBUTIONS-OF-GAINS>                        (1549)
<DISTRIBUTIONS-OTHER>                           (6983)
<NUMBER-OF-SHARES-SOLD>                            572
<NUMBER-OF-SHARES-REDEEMED>                         79
<SHARES-REINVESTED>                                 46
<NET-CHANGE-IN-ASSETS>                           18374
<ACCUMULATED-NII-PRIOR>                            176
<ACCUMULATED-GAINS-PRIOR>                          540
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              311
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    365
<AVERAGE-NET-ASSETS>                             41467
<PER-SHARE-NAV-BEGIN>                            16.73
<PER-SHARE-NII>                                    .18
<PER-SHARE-GAIN-APPREC>                           3.94
<PER-SHARE-DIVIDEND>                               .09
<PER-SHARE-DISTRIBUTIONS>                          .29
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              20.47
<EXPENSE-RATIO>                                    .88
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 05
   <NAME> LIFE SERIES CASH MANAGEMENT
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                             4110
<INVESTMENTS-AT-VALUE>                            4110
<RECEIVABLES>                                        4
<ASSETS-OTHER>                                      66
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                    4180
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           18
<TOTAL-LIABILITIES>                                 18
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                          4162
<SHARES-COMMON-STOCK>                             4162
<SHARES-COMMON-PRIOR>                             3929
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                      4162
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  245
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (25)
<NET-INVESTMENT-INCOME>                            220
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                              220
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (221)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1802
<NUMBER-OF-SHARES-REDEEMED>                       1790
<SHARES-REINVESTED>                                221
<NET-CHANGE-IN-ASSETS>                             233
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               31
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     45
<AVERAGE-NET-ASSETS>                              4114
<PER-SHARE-NAV-BEGIN>                                1
<PER-SHARE-NII>                                   .054
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .054
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  1
<EXPENSE-RATIO>                                    .61
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 06
   <NAME> LIFE SERIES INTERNATIONAL
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                                DEC-1-1995
<INVESTMENTS-AT-COST>                            34320
<INVESTMENTS-AT-VALUE>                           40777
<RECEIVABLES>                                      308
<ASSETS-OTHER>                                      20
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   41105
<PAYABLE-FOR-SECURITIES>                            22
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           71
<TOTAL-LIABILITIES>                                 93
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         32725
<SHARES-COMMON-STOCK>                             2632
<SHARES-COMMON-PRIOR>                             2318
<ACCUMULATED-NII-CURRENT>                          494
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           1335
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          6458
<NET-ASSETS>                                     41012
<DIVIDEND-INCOME>                                  712
<INTEREST-INCOME>                                  139
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (356)
<NET-INVESTMENT-INCOME>                            495
<REALIZED-GAINS-CURRENT>                          1335
<APPREC-INCREASE-CURRENT>                         4264
<NET-CHANGE-FROM-OPS>                             5599
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (496)
<DISTRIBUTIONS-OF-GAINS>                        (1335)
<DISTRIBUTIONS-OTHER>                           (4264)
<NUMBER-OF-SHARES-SOLD>                            439
<NUMBER-OF-SHARES-REDEEMED>                        194
<SHARES-REINVESTED>                                 69
<NET-CHANGE-IN-ASSETS>                            9701
<ACCUMULATED-NII-PRIOR>                            279
<ACCUMULATED-GAINS-PRIOR>                          605
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              262
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    356
<AVERAGE-NET-ASSETS>                             34960
<PER-SHARE-NAV-BEGIN>                            13.51
<PER-SHARE-NII>                                    .19
<PER-SHARE-GAIN-APPREC>                           2.25
<PER-SHARE-DIVIDEND>                               .12
<PER-SHARE-DISTRIBUTIONS>                          .25
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.58
<EXPENSE-RATIO>                                   1.02
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 07
   <NAME> LIFE SERIES GOVERNMENT
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                             9253
<INVESTMENTS-AT-VALUE>                            9354
<RECEIVABLES>                                      137
<ASSETS-OTHER>                                      17
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                    9508
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            8
<TOTAL-LIABILITIES>                                  8
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                          9263
<SHARES-COMMON-STOCK>                              903
<SHARES-COMMON-PRIOR>                              812
<ACCUMULATED-NII-CURRENT>                          602
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (466)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           101
<NET-ASSETS>                                      9500
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  634
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (31)
<NET-INVESTMENT-INCOME>                            603
<REALIZED-GAINS-CURRENT>                           322
<APPREC-INCREASE-CURRENT>                          345
<NET-CHANGE-FROM-OPS>                              667
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (603)
<DISTRIBUTIONS-OF-GAINS>                         (322)
<DISTRIBUTIONS-OTHER>                            (345)
<NUMBER-OF-SHARES-SOLD>                            171
<NUMBER-OF-SHARES-REDEEMED>                        133
<SHARES-REINVESTED>                                 54
<NET-CHANGE-IN-ASSETS>                            1622
<ACCUMULATED-NII-PRIOR>                            506
<ACCUMULATED-GAINS-PRIOR>                        (788)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               67
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     82
<AVERAGE-NET-ASSETS>                              8881
<PER-SHARE-NAV-BEGIN>                             9.70
<PER-SHARE-NII>                                    .66
<PER-SHARE-GAIN-APPREC>                            .78
<PER-SHARE-DIVIDEND>                               .62
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.52
<EXPENSE-RATIO>                                    .40
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 08
   <NAME> LIFE SERIES INVESTMENT GRADE
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            15285
<INVESTMENTS-AT-VALUE>                           15944
<RECEIVABLES>                                      282
<ASSETS-OTHER>                                      66
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   16292
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           30
<TOTAL-LIABILITIES>                                 30
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         14750
<SHARES-COMMON-STOCK>                             1386
<SHARES-COMMON-PRIOR>                             1125
<ACCUMULATED-NII-CURRENT>                          936
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           (83)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           659
<NET-ASSETS>                                     16262
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  980
<OTHER-INCOME>                                      22
<EXPENSES-NET>                                    (65)
<NET-INVESTMENT-INCOME>                            937
<REALIZED-GAINS-CURRENT>                          (36)
<APPREC-INCREASE-CURRENT>                         1528
<NET-CHANGE-FROM-OPS>                             1492
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (936)
<DISTRIBUTIONS-OF-GAINS>                            36
<DISTRIBUTIONS-OTHER>                           (1528)
<NUMBER-OF-SHARES-SOLD>                            315
<NUMBER-OF-SHARES-REDEEMED>                        113
<SHARES-REINVESTED>                                 59
<NET-CHANGE-IN-ASSETS>                            4659
<ACCUMULATED-NII-PRIOR>                            605
<ACCUMULATED-GAINS-PRIOR>                         (48)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              103
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    125
<AVERAGE-NET-ASSETS>                             13766
<PER-SHARE-NAV-BEGIN>                            10.31
<PER-SHARE-NII>                                    .67
<PER-SHARE-GAIN-APPREC>                           1.28
<PER-SHARE-DIVIDEND>                               .53
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.73
<EXPENSE-RATIO>                                    .51
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 09
   <NAME> LIFE SERIES UTILITIES
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            12435
<INVESTMENTS-AT-VALUE>                           14501
<RECEIVABLES>                                      114
<ASSETS-OTHER>                                      88
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   14703
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            4
<TOTAL-LIABILITIES>                                  4
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         12374
<SHARES-COMMON-STOCK>                             1252
<SHARES-COMMON-PRIOR>                              513
<ACCUMULATED-NII-CURRENT>                          381
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (122)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          2066
<NET-ASSETS>                                     14699
<DIVIDEND-INCOME>                                  373
<INTEREST-INCOME>                                   39
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (32)
<NET-INVESTMENT-INCOME>                            380
<REALIZED-GAINS-CURRENT>                          (22)
<APPREC-INCREASE-CURRENT>                         2201
<NET-CHANGE-FROM-OPS>                             2179
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (381)
<DISTRIBUTIONS-OF-GAINS>                            22
<DISTRIBUTIONS-OTHER>                           (2201)
<NUMBER-OF-SHARES-SOLD>                            775
<NUMBER-OF-SHARES-REDEEMED>                         28
<SHARES-REINVESTED>                                 12
<NET-CHANGE-IN-ASSETS>                            9978
<ACCUMULATED-NII-PRIOR>                            110
<ACCUMULATED-GAINS-PRIOR>                        (100)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               68
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     82
<AVERAGE-NET-ASSETS>                              9024
<PER-SHARE-NAV-BEGIN>                             9.19
<PER-SHARE-NII>                                    .28
<PER-SHARE-GAIN-APPREC>                           2.46
<PER-SHARE-DIVIDEND>                               .19
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.74
<EXPENSE-RATIO>                                    .41
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 10
   <NAME> LIFE SERIES TARGET MATURITY 2007
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                             9046
<INVESTMENTS-AT-VALUE>                            9771
<RECEIVABLES>                                      132
<ASSETS-OTHER>                                      30
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                    9933
<PAYABLE-FOR-SECURITIES>                            73
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                 73
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                          8884
<SHARES-COMMON-STOCK>                              804
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                          209
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                             42
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           725
<NET-ASSETS>                                      9860
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  209
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                            209
<REALIZED-GAINS-CURRENT>                            42
<APPREC-INCREASE-CURRENT>                          725
<NET-CHANGE-FROM-OPS>                              767
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (209)
<DISTRIBUTIONS-OF-GAINS>                          (42)
<DISTRIBUTIONS-OTHER>                            (725)
<NUMBER-OF-SHARES-SOLD>                            754
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                            8860
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               25
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     29
<AVERAGE-NET-ASSETS>                              4871
<PER-SHARE-NAV-BEGIN>                               10
<PER-SHARE-NII>                                    .26
<PER-SHARE-GAIN-APPREC>                              2
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.26
<EXPENSE-RATIO>                                    .04
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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