FIRST INVESTORS LIFE SERIES FUND
497, 1996-04-30
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First Investors Life Variable Annuity Fund C
Individual Variable Annuity Contracts
Offered By
First Investors Life Insurance Company
95 Wall Street, New York, New York  10005/(212) 858-8200

     This Prospectus  describes the Variable Annuity Contracts (the "Contracts")
offered by First Investors Life Insurance  Company ("First  Investors Life") for
(a) nonqualified retirement programs and deferred compensation plans and (b) the
following  retirement  plans  qualified  for  special  tax  treatment  under the
Internal Revenue Code of 1986, as amended:  (1) individual  retirement annuities
and (2) qualified  corporate  employee  pension and  profit-sharing  plans.  The
Contracts  offered are deferred  annuity  contracts under which annuity payments
will  begin on a  selected  future  date.  A penalty  may be  assessed  on early
withdrawals  (see "Federal Income Tax Status").  The Contracts  contain a 10-day
revocation right (see "Variable Annuity  Contracts--Ten-Day  Revocation Right").
The  Contracts  provide  for the  accumulation  of values on a  variable  basis.
Payment of annuity benefits will be on a variable basis, unless a fixed basis or
a  combination  of variable  and fixed  bases is selected by the  Contractowner.
Unless otherwise stated, this Prospectus  describes only the variable aspects of
the Contracts. The Contracts contain information on the fixed aspects.

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

     This Prospectus sets forth the information  about Separate Account C that a
prospective  investor should know before investing and should be kept for future
reference. A Statement of Additional Information, dated April 29, 1996, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference  in its  entirety.  (See page 22 of this  Prospectus  for the Table of
Contents  of  the  Statement  of  Additional   Information.)  The  Statement  of
Additional Information is available at no charge upon request to First Investors
Life at the address or telephone number indicated above.


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

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

                  The date of this Prospectus is April 29, 1996



<PAGE>



                            GLOSSARY OF SPECIAL TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        2


<PAGE>



                                    FEE TABLE

     The   following   table  has  been  prepared  to  assist  the  investor  in
understanding  the various costs and expenses a  Contractowner  will directly or
indirectly  bear. The table reflects  expenses of Separate  Account C as well as
the series (each a "Fund" and collectively "Funds") of the Life Series Fund. The
Fee Table has been amended to reflect Fund  expenses  expected to be incurred in
1996.

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

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees..........................................  1.00%

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

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

<TABLE>
<CAPTION>

                                                                                        Total Fund
                                                     Management           Other          Operating
                                                        Fees(1)        Expenses(2)      Expenses(3)
                                                        -------        -----------      -----------
<S>                                                    <C>               <C>              <C>  
Blue Chip Fund...................................      0.75%             0.11%            0.86%
Cash Management Fund.............................      0.60+              -0-+            0.60+
Discovery Fund...................................      0.75              0.12             0.87
Government Fund..................................      0.60+              -0-+            0.60+
Growth Fund......................................      0.75              0.13             0.88
High Yield Fund..................................      0.75              0.12             0.87
International Securities Fund....................      0.75              0.27             1.02
Investment Grade Fund............................      0.60+              -0-+            0.60+
Target Maturity 2007 Fund........................      0.60+              -0-+            0.60+
Target Maturity 2010 Fund........................      0.60+              -0-+            0.60+
Utilities Income Fund............................      0.60+              -0-+            0.60+
</TABLE>

+  Net of waiver and/or reimbursement

(1)  Management  Fees have been restated for Cash  Management  Fund,  Government
     Fund,  Investment  Grade Fund and Utilities  Income Fund to reflect current
     fees.  The Adviser will waive  Management  Fees in excess of 0.60% for Cash
     Management Fund,  Government Fund,  Investment Grade Fund,  Target Maturity
     2007  Fund,  Target  Maturity  2010 Fund and  Utilities  Income  Fund for a
     minimum period ending December 31, 1996.  Otherwise,  Management Fees would
     have been 0.75% for each Fund.

(2)  Other  Expenses have been  restated for Cash  Management  Fund,  Government
     Fund,  Investment  Grade Fund and Utilities  Income Fund to reflect current
     expenses. The Adviser will reimburse Cash Management Fund, Government Fund,
     Investment Grade Fund, Target Maturity 2007 Fund, Target Maturity 2010 Fund
     and  Utilities  Income  Fund for all Other  Expenses  for a minimum  period
     ending December 31, 1996.  Otherwise,  Other Expenses would have been 0.35%
     for Cash  Management  Fund,  0.18% for Government  Fund,  0.16% for each of
     Investment  Grade Fund and Utilities  Income Fund,  and are estimated to be
     0.25% for each of Target Maturity 2007 Fund and Target Maturity 2010 Fund.

                                        3


<PAGE>




(3)  If  certain   Management  Fees  and  Other  Expenses  were  not  waived  or
     reimbursed,  Total Fund  Operating  Expenses would have been 1.10% for Cash
     Management  Fund,  0.93% for Government  Fund, 0.91% for each of Investment
     Grade Fund and Utilities Income Fund and are estimated to be 1.00% for each
     of Target Maturity 2007 Fund and Target Maturity 2010 Fund.

     For more complete  descriptions  of the various  costs and expenses  shown,
please refer to "Purchases, Deductions, Charges and Expenses." An administrative
charge may be deducted if the Accumulated  Value of a Deferred  Annuity Contract
is less than $1,500 (see "Administrative  Charge").  In addition,  premium taxes
may be applicable (see "Other Charges").

EXAMPLE

If you surrender your Contract at the end of the applicable time period:

   You would pay the following expenses on a $1,000 investment, assuming 5%
   annual return on assets:

<TABLE>
<CAPTION>

                                              1 year          3 years         5 years         10 years
                                              ------          -------         -------         --------
<S>                                             <C>            <C>              <C>             <C> 
Blue Chip Fund...............................   $88            $124             $164            $273
Cash Management Fund.........................    85             117              151             247
Discovery Fund...............................    88             125              164             274
Government Fund..............................    85             117              151             247
Growth Fund..................................    88             125              164             275
High Yield Fund..............................    88             125              164             274
International Securities Fund................    89             129              171             288
Investment Grade Fund........................    85             117              151             247
Target Maturity 2007 Fund....................    85             117              N/A             N/A
Target Maturity 2010 Fund....................    85             117              N/A             N/A
Utilities Income Fund........................    85             117              151             247
</TABLE>

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

                         CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values

     The  following  shows  the  accumulation  unit  values  and the  number  of
accumulation  units  outstanding for each Subaccount of Separate Account C, with
the  exception  of the  Target  Maturity  2010  Subaccount  which  first  became
available the date of this prospectus,  as of the dates indicated from the dates
when the  accumulation  unit  value for each  Subaccount  was  initially  set at
$10.00*:


<TABLE>
<CAPTION>

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

<S>                                          <C>                         <C>               <C>      
Blue Chip Subaccount......................   December 31, 1990           10.74931759         144,049.8
                                             December 31, 1991           13.42731580         561,758.4
                                             December 31, 1992           14.18287684       1,085,254.0
                                             December 31, 1993           15.23373431       1,529,348.1
                                             December 31, 1994           14.86290782       1,959,841.2
                                             December 31, 1995           19.71773603       2,413,509.3
</TABLE>

                                        4


<PAGE>

<TABLE>
<CAPTION>

                                                                       Accumulation        Accumulation
     Subaccount                                      As of             Unit Value($)           Units
     ----------                                      -----             -------------           -----
<S>                                          <C>                         <C>               <C>      
Cash Management Subaccount................   December 31, 1990           10.07542807         571,856.9
                                             December 31, 1991           10.52748985         571,891.0
                                             December 31, 1992           10.73770189         437,185.0
                                             December 31, 1993           10.91847727         253,743.1
                                             December 31, 1994           11.21833852         235,919.5
                                             December 31, 1995           11.71983145         252,407.7

Discovery Subaccount......................   December 31, 1990           10.91349031           8,362.1
                                             December 31, 1991           16.53848277         130,585.7
                                             December 31, 1992           18.93150000         307,107.8
                                             December 31, 1993           22.89932001         563,070.0
                                             December 31, 1994           22.07727850         867,303.8
                                             December 31, 1995           27.37355380       1,203,507.8

Government Subaccount.....................   December 31, 1992           10.87670909         437,095.3
                                             December 31, 1993           11.44920392         674,512.1
                                             December 31, 1994           10.85941183         672,797.1
                                             December 31, 1995           12.43183229         705,348.4

Growth Subaccount.........................   December 31, 1990           10.75804081          24,176.8
                                             December 31, 1991           14.34498476         204,821.5
                                             December 31, 1992           15.59155937         567,241.7
                                             December 31, 1993           16.35977780         958,529.1
                                             December 31, 1994           15.73131059       1,347,003.7
                                             December 31, 1995           19.48689883       1,729,637.1

High Yield Subaccount.....................   December 31, 1990           10.00101048          69,585.9
                                             December 31, 1991           13.25243640         220,366.3
                                             December 31, 1992           14.86894995         279,777.4
                                             December 31, 1993           17.38280181         391,036.8
                                             December 31, 1994           16.93482626         513,297.7
                                             December 31, 1995           20.09026188         671,849.9

International Securities Subaccount......    December 31, 1990           10.26630533         118,091.2
                                             December 31, 1991           11.73276972         269,273.6
                                             December 31, 1992           11.46589494         463,523.6
                                             December 31, 1993           13.86795475         792,294.1
                                             December 31, 1994           13.55233761       1,383,676.5
                                             December 31, 1995           15.92618862       1,502,998.2

Investment Grade Subaccount...............   December 31, 1992           10.77845214         395,839.5
                                             December 31, 1993           11.82065978         784,651.0
                                             December 31, 1994           11.28602521         923,445.3
                                             December 31, 1995           13.37384783       1,076,644.3

Target Maturity 2007 Subaccount...........   December 31, 1995           11.90553994         775,738.1


</TABLE>
                                        5


<PAGE>


<TABLE>
<CAPTION>
                                                                       Accumulation        Accumulation
     Subaccount                                      As of             Unit Value($)           Units
     ----------                                      -----             -------------           -----
<S>                                          <C>                         <C>               <C>      
Utilities Income Subaccount...............   December 31, 1993            9.92774964          45,091.7
                                             December 31, 1994            9.11659215         473,447.1
                                             December 31, 1995           11.75759954       1,129,455.9
</TABLE>

*    The accumulation unit value for each Subaccount,  other than the Government
     Subaccount,  Investment Grade  Subaccount and Utilities Income  Subaccount,
     was set on October 16, 1990. The accumulation unit value for the Government
     Subaccount and Investment  Grade Subaccount was set on January 7, 1992. The
     accumulation unit value for Utilities Income Subaccount was set on November
     16, 1993. The  accumulation  unit value for Target Maturity 2007 Subaccount
     was set on April 24, 1995.

                               GENERAL DESCRIPTION

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

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

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

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

     Any and all  distributions  received  from a Fund will be paid in shares of
the  distributing  Fund or if in cash, will be reinvested in shares of that Fund
at net  asset  value  for the  corresponding  Subaccount.  Accordingly,  no cash
distributions will be made to Contractowners. Deductions and

                                        6


<PAGE>



redemptions  from any  Subaccount  of  Separate  Account  C may be  effected  by
redeeming the number of applicable Fund shares, at net asset value, necessary to
satisfy  the  amount  to be  deducted  or  redeemed.  Shares  of the Fund in the
Subaccounts will be valued at their net asset values.

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

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

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

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

          o    To operate  separate  Account C in any form permitted  under 1940
               Act or in any other form permitted by law.

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

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

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

     Your  Choice of  Investment  Objective.  When you  purchase a Contract  you
decide to place your  purchase  payment  (less  deductions)  and any  additional
purchase  payments (less deductions) into at least one but not more than five of
the  Subaccounts  of Separate  Account C,  provided  the  allocation  to any one
Subaccount is not less than 10% of the purchase payment (less deductions).  Each
Subaccount  corresponds  to a Fund  of the  Life  Series  Fund.  The  investment
objectives of each Fund of the Life Series Fund is set forth below.  There is no
assurance that the investment objective of any

                                        7


<PAGE>




Fund of the Life Series  Fund will be  realized.  Because  each Fund of the Life
Series  Fund is  intended to serve a  different  investment  objective,  each is
subject to varying  degrees of financial  and market risks.  In addition,  total
operating  expenses  vary by Fund.  Twice  during  any  Contract  year,  you may
transfer part or all of your cash value from the Subaccounts you are in to other
Subaccounts  provided  the cash value is not  allocated to more than five of the
Subaccounts,  and provided the allocation to any one Subaccount is not less than
10% of the  cash  value of the  Contract.  The cash  value of the  Contract  may
increase or decrease depending on the investment  performance of the Subaccounts
selected.  First  Investors  Life  reserves the right to adjust  allocations  to
eliminate fractional percentages.

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

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

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

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

                                        8


<PAGE>



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

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

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

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

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

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

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

                                        9


<PAGE>



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

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

     Adviser.  First Investors  Management Company,  Inc., an affiliate of First
Investors Life,  supervises and manages each Funds' investments,  supervises all
aspects of each Fund operations and,  except for  International  Securities Fund
and Growth Fund, determines each Funds' portfolio transactions. The Adviser is a
New York corporation located at 95 Wall Street, New York, NY 10005.

     Subadviser.  Wellington Management Company ("WMC" or "Subadviser") has been
retained by the Adviser and the Fund, on behalf of International Securities Fund
and Growth Fund, as each of those Funds' investment subadviser.  The Adviser has
delegated  discretionary trading authority to WMC with respect to all the assets
of  International  Securities  Fund and Growth Fund,  subject to the  continuing
oversight  and  supervision  of the  Adviser  and  the  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 B.
Neff are Managing  Partners.  WMC is a professional  investment  counseling firm
which provides  investment  services to investment  companies,  employee benefit
plans, endowment funds,  foundations and other institutions and individuals.  As
of December 31, 1995, WMC held discretionary  investment  authority with respect
to  approximately  $109.2  billion  of  assets.  Of that  amount,  WMC  acted as
investment  adviser or subadviser to  approximately  110  registered  investment
companies  or Fund 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.

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

     Voting Rights. In accordance with its view of present applicable law, First
Investors Life will vote the Fund shares held in the  Subaccounts at any Special
Meeting of  Shareholders of the Fund in accordance  with  instructions  received
from persons having the voting interest in the Subaccount.  However, if the 1940
Act or any regulation thereunder should be amended or if the present

                                       10


<PAGE>



interpretation  thereof  should  change,  and as a result First  Investors  Life
determines that it is permitted to vote the Fund shares in its own right, it may
elect  to  do  so.  The  person  having  the  voting   interest   shall  be  the
Contractowner.  First  Investors  Life will vote, in its own right,  Fund shares
that are not attributable to Contracts.

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

                   PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES

     Purchase  Payments.  Investors  in  Separate  Account C will be  purchasing
Accumulation Units of a particular Subaccount only and not shares of the Fund in
which the Subaccount invests.

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

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

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


                                       11


<PAGE>



                                 DEDUCTION TABLE
<TABLE>
<CAPTION>
                                                               Sales Charge as % of   
                                                          ----------------------------         Concession to    
                                                          Offering        Net Amount          Dealers as % of
Amount of Investment                                        Price*         Invested            Offering Price
- --------------------                                      ---------     --------------        ---------------
<S>                                                         <C>              <C>                    <C>  
Less than $25,000.......................................    7.00%            7.53%                  5.75%
$25,000 but under $50,000...............................    6.25             6.67                   5.17
$50,000 but under $100,000..............................    4.75             4.99                   3.93
$100,000 but under $250,000.............................    3.50             3.63                   2.90
$250,000 but under $500,000.............................    2.50             2.56                   2.19
$500,000 but under $1,000,000...........................    2.00             2.04                   1.67
$1,000,000 or over......................................    1.50             1.52                   1.24
</TABLE>

- ----------
 *      Assumes that no premium taxes have been deducted.

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

     Exchange Privilege. Contractowners of First Investors Life Variable Annuity
Fund A ("Separate  Account A") may exchange their  Separate  Account A Contracts
for Separate Account C Contracts.  The Accumulated Value of the Separate Account
A Contract  will be invested at net asset  value in one or more  Subaccounts  of
Separate   Account  C.   Although   there  is  no  charge  for  this   exchange,
Contractowners  will be required to execute a change of contract form which,  in
part, states that First Investors Life deducts a daily charge equal to an annual
rate of 1.00% of the daily net asset  value of the  Subaccounts  as a charge for
mortality  and  expense  risk.  This  exchange  privilege  may  be  modified  or
terminated at any time by First Investors Life.

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

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

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


                                       12


<PAGE>



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

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

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

     Expenses.  The total  expenses  of  Separate  Account C for the fiscal year
ended  December  31,  1995  amounted to  $1,594,189  or 0.99% of its average net
assets.  There are  deductions  from and expenses  paid out of the assets of the
Funds that are described in the Prospectus for the Funds.


                           VARIABLE ANNUITY CONTRACTS

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

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

                                       13


<PAGE>



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

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

Deferred Variable Annuities--Accumulation Period

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

Annuity Period

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

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

     Assumed  Investment Rate. A 3.5% assumed  investment rate is built into the
Annuity Tables in the Contract.  This is based on First Investors Life's opinion
that it is the average  result to be expected  from a  diversified  portfolio of
common stocks during a relatively stable economy. A higher assumption would mean
a higher  initial  payment  but more  slowly  rising  and more  rapidly  falling
subsequent variable annuity payments. A lower assumption would have the opposite
effect. If the actual net investment rate of the respective Subaccount is at the
annual  rate of 3.5%,  the  variable  annuity  payments  will be level.  A fixed
annuity is an annuity  with  annuity  payments  which  remain fixed as to dollar
amount,  throughout the payment period and is based on an assumed  interest rate
of 3.5% per year built into the Annuity Tables in the Contract.


                                       14


<PAGE>



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

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

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

     The Contracts provide for the six Annuity Options described below:

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

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

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

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

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

     Option 3 - Life Annuity with 60, 120 or 240 Monthly  Payments  Guaranteed -
An  annuity  payable  monthly  during the  lifetime  of the  Annuitant  with the
guarantee that if, upon the death of the Annuitant,  payments have been made for
less than 60, 120 or 240 monthly periods,  as elected,  payments will be made as
follows:

                                       15


<PAGE>



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

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

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

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

Death Benefit During the Accumulation Period

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

     If payment of the Death  Benefit  under one of the Annuity  Options was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death  Benefit  paid in a single  sum or applied to provide an
annuity  under one of the Annuity  Options or as  otherwise  permitted  by First
Investors  Life. If a single sum  settlement is requested,  the proceeds will be
paid within seven days of receipt of such election and due proof of death. If an
Annuity  Option is desired,  election  may be made by the  Beneficiary  during a
ninety-day  period commencing with the date of receipt of notification of death.
If such an election is not made, a single sum

                                       16


<PAGE>



settlement will be made to the Beneficiary at the end of such ninety-day period.
If any Annuity  Option is elected,  the Annuity  Commencement  Date shall be the
date  specified in the  election but no later than ninety days after  receipt by
First Investors Life of notification of death.

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

Surrender and Termination (Redemption) During the Accumulation Period

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

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

Death of Contractowner

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

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

     If the death of the Contractowner  occurs prior to the Annuity Commencement
Date,  the  entire  interest  in the  Contract  will be (1)  distributed  to the
Beneficiary  within  five  years,  or (2)  distributed  under an Annuity  Option
beginning within one year which provides that annuity payments will be

                                       17


<PAGE>



made  over a  period  not  longer  than  the  life  or  life  expectancy  of the
Beneficiary.  If the  Contract  is  payable  to (or  for  the  benefit  of)  the
Contractowner's  surviving  spouse,  no  distributions  will be required and the
Contract may be continued with the surviving spouse as the new Contractowner. If
the  Contractowner  is also the  Annuitant,  such spouse shall have the right to
become the Annuitant under the Contract. Likewise, if the Annuitant dies and the
Contractowner  is not a natural person,  the Annuitant's  surviving spouse shall
have the right to become the Contractowner and the Annuitant.

Ten-Day Revocation Right

     A  Contractowner  may,  within  ten days  from the  date  the  Contract  is
delivered to the  Contractowner,  elect to cancel the Contract.  First Investors
Life will,  upon surrender of the Contract,  together with a written request for
cancellation,  at  the  Executive  Office  of  First  Investors  Life  or  other
designated  office,  pay to the Contractowner an amount equal to the Accumulated
Value of the  Contract  on the date of  surrender  plus the  amount of any sales
charges  deducted  from the initial  purchase  payment.  The amount  refunded to
Contractowners may be more or less than their initial purchase payment depending
on the investment results of the designated Subaccount(s). In those states where
a full refund of premiums is required if the Contractowner elects to exercise to
cancel the Contract under the ten-day revocation right, such Contractowner shall
be entitled to a full refund of premiums paid upon such cancellation.


                            FEDERAL INCOME TAX STATUS

     The Contracts are designed for use (a) by individuals  in retirement  plans
which will not be qualified  plans under the  provisions of the Code; and (b) in
the following  retirement  plans  qualified for special tax treatment  under the
Code (1) individual  retirement  annuities and (2) qualified  corporate employee
pension and  profit-sharing  plans. In general,  a Contract acquired by a person
who is not an  individual  will be treated as one which is not an annuity to the
extent of contributions made after February 28, 1986, and any income credited to
a  Contractowner's  Individual  Account will  accordingly,  be includable in the
Contractowner's gross income on a current basis in accordance with that person's
method of  accounting.  The  preceding  sentence  will not apply to any  annuity
contract that is (i) acquired by a decedent's estate by reason of the decedent's
death, (ii) held under a qualified  pension,  profit-sharing or stock bonus plan
described  under  Section  401(a)  of the Code or an  employee  annuity  program
described  under Section 403(a) of the Code (or that is purchased by an employer
upon the  termination  of such plan or program and that is held by the  employer
until all amounts under a Contract are  distributed to the employee for whom the
Contract  was  purchased  or the  employee's  beneficiary),  (iii) held under an
individual  retirement  plan or an  employee  annuity  program  described  under
Section 403(b) of the Code, or (iv) an immediate  annuity (as defined in Section
72(u)(4) of the Code).

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

                                       18


<PAGE>



the Internal Revenue Service.  Prospective  Contractowners  should consult their
tax advisors as to the tax consequences of purchasing Contracts.

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

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

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

     The tax law does not  currently  provide  guidance as to  circumstances  in
which a  Contractowner  may be said to have  "control"  over Separate  Account C
assets  and thus be  subject  to  current  taxation  on income  credited  to the
Contractowner's  Contract.  The Treasury Department has said that it may provide
such guidance by a ruling or regulation. First Investors Life reserves the right
to amend the  Contracts in any  appropriate  way necessary to avoid such current
taxation.


                                       19


<PAGE>



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

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

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

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

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

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

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

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

                                       20


<PAGE>



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

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

                             PERFORMANCE INFORMATION

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

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

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

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

                                       21


<PAGE>


                                TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                   INFORMATION

       Item                                                        Page
       ----                                                        ----
    General Description .......................................      2
    Services...................................................      2
    Purchase of Securities.....................................      4
    Deduction Table............................................      5
    Annuity Payments...........................................      5
    Other Information..........................................      7
    Performance Information....................................      7
    Relevance of Financial Statements..........................     12
    Appendices.................................................     13
    Financial Statements.......................................     18



                                   APPENDIX I

                             STATE AND LOCAL TAXES*

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


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

- ----------

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

          * Includes local annuity premium taxation.

                                       22


<PAGE>


First Investors Life
Variable Annuity
Fund C

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

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

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."

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

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

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

Glossary of Special Terms..........................  2
Fee Table..........................................  3
Condensed Financial Information....................  4
General Description................................  6
Purchases, Deductions, Charges and Expenses........ 11
Variable Annuity Contracts......................... 13
Federal Income Tax Status.......................... 18
Performance Information............................ 21
Table of Contents of the
 Statement of Additional Information............... 22
Appendix I - State and Local Taxes................. 22


<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."

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

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

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>


Level Premium Variable Life Insurance Policies

Issued By
First Investors Life Insurance Company

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

      Investors  are  advised  to read and  retain  this  Prospectus  for future
reference.

      This Prospectus describes the Level Premium Variable Life Insurance Policy
(the  "Policy")  offered  by First  Investors  Life  Insurance  Company  ("First
Investors  Life").  The  purpose  of the  Policy is to  provide  life  insurance
coverage  and to  lessen  the  economic  loss  resulting  from the  death of the
Insured.

      Policy premiums net of certain  expenses ("net annual  premiums") are paid
into First  Investors  Life  Insurance  Company  Separate  Account B  ("Separate
Account B"). A  Policyowner  elects to have his or her net annual  premiums paid
into one or more of the nine subaccounts of Separate Account B  ("Subaccounts").
The assets of each  Subaccount  are  invested  at net asset value in shares of a
related series of First Investors Life Series Fund (the "Life Series Fund"),  an
open-end diversified  management  investment company.  Target Maturity 2007 Fund
and Target  Maturity  2010 Fund are not  offered  to  Policyowners  of  Separate
Account B.

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

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

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

      Replacing  existing insurance with the Policy described in this Prospectus
may not be to your  advantage  because,  among other things,  of the cost of the
Policy during the first few years.

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


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

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

                  The date of this Prospectus is April 29, 1996




<PAGE>



THE  PURPOSE OF THE  POLICY IS TO  PROVIDE  LIFE  INSURANCE  PROTECTION  FOR THE
BENEFICIARY  NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY
SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                               GENERAL DESCRIPTION

First Investors Life Insurance Company

   First Investors Life Insurance Company (TIN 13-1968606),  95 Wall Street, New
York, New York 10005 ("First  Investors  Life"), a stock life insurance  company
incorporated  under  the laws of the  State of New  York in  1962,  writes  life
insurance,  annuities and accident and health insurance. In addition to Separate
Account B, First  Investors  Life also maintains  First  Investors Life Variable
Annuity  Fund A and First  Investors  Life  Variable  Annuity  Fund C.  Variable
annuity  contracts  funded through those accounts are offered  through their own
prospectuses.  First Investors Consolidated Corporation ("FICC") owns all of the
voting common stock of First  Investors  Management  Company,  Inc.  ("FIMCO" or
"Adviser")  and all of the  outstanding  stock of First  Investors  Life,  First
Investors Corporation ("FIC" or "Underwriter") and the Transfer Agent. Mr. Glenn
O. Head controls FICC and, therefore, controls the Adviser.

   First  Investors Life assumes all of the insurance risks under the Policy and
its assets support the Policy's benefits.  At December 31, 1995, First Investors
Life had assets of over $512 million and over $3.055  billion of life  insurance
in force.  (See First Investors  Life's  financial  statements  under "Financial
Statements.")

Separate Account B

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

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

   Any and all distributions received from a Fund will be reinvested to purchase
additional  shares  of  the  distributing  Fund  at  net  asset  value  for  the
corresponding Subaccount. Accordingly, no capital distributions are anticipated.
Shares of the Funds in the Subaccounts will be valued at their net asset value.

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



                                        2

<PAGE>



         Separate Account
           B Subaccount                                    Fund
       --------------------                         ------------------
     Blue Chip Subaccount                          Blue Chip Fund
     Cash Management Subaccount                    Cash Management Fund
     Discovery Subaccount                          Discovery Fund
     Government Subaccount                         Government Fund
     Growth Subaccount                             Growth Fund
     High Yield Subaccount                         High Yield Fund
     International Securities Subaccount           International Securities Fund
     Investment Grade Subaccount                   Investment Grade Fund
     Utilities Income Subaccount                   Utilities Income Fund


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

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

Your Choice of Investment Objective

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



                                        3

<PAGE>



   As an example,  using the policies  illustrated on pages 19 through 21, First
Investors  Life would  allocate  to the  selected  Subaccount(s)  the  following
amounts for each Policy year:

<TABLE>
<CAPTION>

                                    Male Issue              Male Issue                Male Issue
                                      Age 10                  Age 25                    Age 40
Beginning                           $600 Annual            $1,200 Annual             $1,800 Annual
of Policy                           Premium For             Premium For               Premium For
   Year                            Standard Risk           Standard Risk             Standard Risk
- ---------                          -------------           -------------             -------------
<S>                                  <C>                    <C>                       <C>      
1st...............................   $170.81                $  508.46                 $  927.23
2nd-4th...........................    489.00                 1,008.00                  1,527.00
5th and later.....................    513.00                 1,056.00                  1,599.00

</TABLE>

Life Series Fund

   First  Investors  Life  Series  Fund  is a  diversified  open-end  management
investment  company  registered under the 1940 Act. Life Series Fund consists of
eleven  separate  Funds,  nine of which are offered to  Policyowners of Separate
Account B. Target  Maturity 2007 Fund and Target  Maturity  2010 Fund,  separate
Funds of Life Series Fund, are not offered to Policyowners  of Separate  Account
B. The shares of the Funds are not sold  directly to the general  public but are
available  only through the purchase of an annuity  contract or a variable  life
insurance policy issued by First Investors Life.

   The nine Funds of Life Series Fund offered to Policyowners may be referred to
as: First  Investors Life Blue Chip Fund,  First  Investors Life Cash Management
Fund, First Investors Life Discovery Fund, First Investors Life Government Fund,
First Investors Life Growth Fund,  First  Investors Life High Yield Fund,  First
Investors Life  International  Securities  Fund, First Investors Life Investment
Grade Fund and First Investors Life Utilities Income Fund.

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

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

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

   Government  Fund. The investment  objective of Government  Fund is to seek to
achieve a significant  level of current income which is consistent with security
and liquidity of principal by

                                        4

<PAGE>



investing,  under normal market  conditions,  primarily in obligations issued or
guaranteed as to principal and interest by the U.S. Government,  its agencies or
instrumentalities  ("U.S. Government  Obligations"),  including  mortgage-backed
securities.

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

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

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

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

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

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

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

Changes in Fund Investment Policies and Restrictions

   The investment policies and restrictions of the Funds are set forth above and
within Life Series Fund's Prospectus.  Fundamental policies of a Fund may not be
changed without the approval of a majority vote of Policyowners investing in the
Subaccount  which  invests  in that  Fund in  accordance  with the 1940 Act (see
"Voting Rights").  Changes in such investment  policies may be made without such
approval when required by state insurance regulatory authorities. The investment
policies may


                                        5

<PAGE>



not be changed if such change is  disapproved  by First  Investors Life although
any such disapproval may not be unreasonable. Such a change would be disapproved
only if it violated state law or was prohibited by state regulatory  authorities
or if First  Investors  Life  determined  that the change  would have an adverse
effect on its  general  account  because  it would  result in  unsound or overly
speculative investments. If First Investors Life disapproves a change, a summary
of the change and the  reasons  for  disapproval  will be set forth in the Proxy
Statement for Life Series Fund's next Special Meeting of Shareholders.

Adviser

   First Investors Management Company, Inc., 95 Wall Street, New York, NY 10005,
a  New  York  corporation,  supervises  and  manages  each  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  serves as such under an  advisory  agreement  dated June 13,  1994,
which was  approved,  with respect to each Fund,  by Life Series Fund's Board of
Trustees and by the shareholders of each Fund. See Life Series Fund's Prospectus
for the  amount of  advisory  fees paid by each Fund for the  fiscal  year ended
December 31, 1995.

Subadviser

   Wellington  Management Company,  75 State Street,  Boston, MA 02109 ("WMC" or
"Subadviser"),  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  Subadviser  serves  as such  under  a  subadvisory
agreement  dated June 13, 1994 which was approved by Life Series Fund's Board of
Trustees and by the shareholders of the International Securities Fund and Growth
Fund.  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.

Underwriter

   First Investors Life and Separate Account B have entered into an Underwriting
Agreement with their affiliate,  FIC, 95 Wall Street,  New York, New York 10005.
For the fiscal years ended  December 31, 1993,  1994 and 1995, FIC received fees
of $3,417,097,  $4,048,086 and $4,963,368,  respectively, in connection with the
distribution  of Policies in a continuous  offering.  First  Investors  Life has
reserved the right in the Underwriting  Agreement to sell the Policies directly.
The  Policies  are sold by  insurance  agents  licensed  to sell  variable  life
insurance  policies,  who are registered  representatives  of the Underwriter or
broker-dealers who have sales agreements with the Underwriter.

                              CHARGES AND EXPENSES

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

Charges Deducted from Premiums

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

                                        6

<PAGE>



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

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

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

                  Years                                     Maximum Percentages
                  -----                                     -------------------
                    1............................................. 30%
                   2-4............................................ 10%
            5 and thereafter......................................  6%

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

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

   RISK CHARGE.  This is a maximum 1.5% charge of the annual  premium,  to cover
the contingency that the Insured would die at a time when the guaranteed minimum
death  benefit  exceeds the death  benefit  which would have been payable in the
absence of the guaranteed minimum death benefit.

   OTHER CHARGES. The extra premium charged for sub-standard life insurance risk
and the charge for  premiums  not paid on an annual  basis is deducted  from the
gross premium upon receipt.

   Deductions  and the accrual for the above charges  begin on a Policy's  issue
date. For the fiscal year ended December 31, 1995, First Investors Life received
$4,265,000 in sales charges and $3,464,000 in administrative fees.

Expenses Charged to Separate Account B

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

   The mortality  risk assumed is that the Insured may live for a shorter period
of time than estimated and,  therefore,  a greater amount of death benefits than
expected will be payable in relation to the amount of the premiums received. The
expense risk assumed is that expenses  incurred in issuing and administering the
Policies will be greater than estimated. First Investors Life

                                        7

<PAGE>



will  realize a gain from this  charge to the extent it is not needed to provide
for benefits and expenses under the Policies.

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

   CHARGES FOR INCOME TAXES.  First  Investors  Life  currently  does not charge
Separate  Account  B  for  its  corporate  Federal  income  taxes  that  may  be
attributable to Separate Account B. However,  First Investors Life may make such
a charge in the  future.  Charges for other  applicable  taxes  attributable  to
Separate  Account B may also be made (see  "Charges for First  Investors  Life's
Income Taxes").

Expenses Charged to the Fund

   BROKERAGE CHARGES. The Funds bear the cost of brokerage commissions, transfer
taxes and other fees related to securities transactions.  See Life Series Fund's
Statement of Additional Information for the amount of brokerage commissions paid
by the Funds for the fiscal year ended December 31, 1995, all of which were paid
to unaffiliated dealers.

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

                            THE VARIABLE LIFE POLICY

General

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

Death Benefit

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

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


                                        8

<PAGE>



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

   THE VARIABLE INSURANCE AMOUNT. The death benefit is made up of two parts: the
Guaranteed Insurance Amount and, if positive,  the variable insurance amount for
each selected Subaccount.  The variable insurance amount reflects the investment
results of the selected  Subaccount(s).  During the first Policy year, the death
benefit is the Guaranteed Insurance Amount because the variable insurance amount
is zero. On the first Policy  anniversary,  and on each anniversary  thereafter,
the investment results for the preceding Policy year are ascertained. If the net
investment  return on the Policy's  benefit base ("Net  Investment  Return") for
each  selected  Subaccount  is 4%, then the variable  insurance  amount does not
change.  The  "benefit  base" is the  amount at work  earning  a return  under a
Policy.

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

   We call the amount by which the Net Investment Return is more or less than 4%
the "investment return". The change in the variable insurance amount on a Policy
anniversary  equals  the  amount of  insurance  purchased  under a Policy or the
amount  of  insurance  coverage  cancelled  under a Policy  which  results  from
positive or negative investment return, respectively. To calculate the change in
the variable  insurance  amount,  First Investors Life uses a net single premium
per $1 of  paid-up  whole  life  insurance  based  on the  Insured's  age at the
anniversary.  Thus, if the investment return for a male age 25 is $100, positive
or negative,  the variable  insurance  amount will  increase or decrease by $542
(see net single premium amounts on next page).

   For example,  using the policy  illustration  for a male issue age 25 on Page
20, and assuming the 8% hypothetical  gross annual investment return (equivalent
to a Net Investment Return of approximately  6.55%),  the change in the variable
insurance amount on the 6th Policy anniversary and the change on the 12th Policy
anniversary are calculated as follows:


                                        9

<PAGE>


<TABLE>
<CAPTION>

                                                                      Calculation of Change in
                                                                    Variable Insurance Adjustment
                                                                    Amount at End of Policy Year
                                                                   -------------------------------
                                                                       6                    12
                                                                   ---------            ----------
<S>                                                                <C>                  <C>       

(1)   Cash Value End of Prior Year.........................        $4,972.00            $14,529.00
(2)   Net Premium..........................................         1,056.00              1,056.00
(3)   Benefit Base Beginning of
      Current Policy Year: (1)+(2).........................         6,028.00             15,585.00
(4)   Actual Net Investment Return
      (.064399) less the Base
      Rate of Return which is
      the Assumed Rate (.04)...............................          .024399               .024399
(5)   Investment Return (3)x(4)............................           147.08                380.25
(6)   Net Single Premium at
      End of Current Year..................................          0.22416               0.27338
(7)   Change in Variable Adjustment
      Amounts (5) divided by (6)...........................         $ 656.14            $ 1,390.92


</TABLE>

Figures are rounded.



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

   Net Single Premium.  A Policy includes a table of net single premiums used to
convert the  investment  return for a Policy into  increases or decreases in the
variable  insurance  amount.  This purchase  basis does not depend upon the risk
classification of a Policy or any changes in the Insured's health after issue of
a Policy.  The net single  premium will be lower for a Policy issued to a female
than for a Policy issued to a male, as shown below.

                                                    Variable Insurance
                                                     Adjustment Amount
                          Net Single Premium       Purchased or Cancelled
          Male           Per $1.00 of Variable           by $1.00 of
      Attained Age         Insurance Amount           Investment Return
      ------------         ----------------           -----------------
            5                 $.09884                      $10.12
           15                  .13693                        7.30
           25                  .18452                        5.42
           35                  .25593                        3.91
           45                  .35291                        2.83
           55                  .47352                        2.11
           65                  .60986                        1.64

                                                    Variable Insurance
                                                     Adjustment Amount
                          Net Single Premium       Purchased or Cancelled
         Female          Per $1.00 of Variable           by $1.00 of
      Attained Age         Insurance Amount           Investment Return
      ------------         ----------------           -----------------
            5                 $.08195                      $12.20
           15                  .11326                        8.83
           25                  .15684                        6.38
           35                  .21872                        4.57
           45                  .30185                        3.31
           55                  .40746                        2.45
           65                  .54017                        1.85

   The variable  insurance amount is cumulative and reflects the accumulation of
increases  and decreases  from past Policy years.  The amount may be positive or
may be negative, depending on the

                                       10

<PAGE>



investment  performance  of the  designated  Subaccount(s)  during  the time the
Policy  is in  force.  If,  at the time of the  Insured's  death,  the  variable
insurance  amount is  negative,  then the  insurance  benefit is the  Guaranteed
Insurance  Amount.  Good investment  performance  must first offset any negative
variable insurance amount before there can be a positive amount.

   An example of the death  benefit  using the  policy  illustration  for a male
issue  age 25 on  Page  20,  and  assuming  the  8%  hypothetical  gross  annual
investment  return  (equivalent  to a Net  Investment  Return  of  approximately
6.55%),  the death benefit shown for the end of Policy year 5 would  increase to
the amount shown for the end of Policy year 6 for the Policy, as follows:

<TABLE>
<CAPTION>

                                     Guaranteed
                                      Insurance           Variable
   Variable Life                       Amount        +     Insurance     =         Death
      Policy                           Minimum              Amount                Benefit
      ------                           -------              ------                -------
<S>                                     <C>                <C>                   <C>    
End of Policy Year 5..........          $51,908            $1,489                $53,398
Increase......................             --                 657                    657  (1.2% Increase)
End of Policy Year 6..........          $51,908            $2,146                $54,055

</TABLE>

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

   At a given Net  Investment  Return rate,  the dollar amount of an increase or
decrease  in the  variable  insurance  amount  is  greater  when  assets  in the
Subaccount(s)   supporting  the  death  benefit  under  a  Policy  are  greater.
Therefore, the change in the variable insurance amount (which affects the change
in the death  benefit) is expected to be greater in the later  Policy years when
those assets are expected to be higher in relation to the death benefit, than in
the early Policy years when those assets are relatively low.

   For example,  as shown in the example  above for a male issue age 25 assuming
the  8%  hypothetical  gross  annual  investment  return  (equivalent  to a  Net
Investment  Return of  approximately  6.55%),  the death  benefit for the end of
Policy year 6 is 1.2%  higher than the death  benefit for the end of Policy year
5. The death benefit for that Policy at the end of Policy year 12,  assuming the
8% hypothetical  gross annual investment  return,  would be 2.4% higher than the
death benefit for the end of Policy year 11 (not shown on Page 20), as follows:

<TABLE>
<CAPTION>

                                     Guaranteed
                                      Insurance           Variable
   Variable Life                       Amount        +     Insurance     =         Death
      Policy                           Minimum              Amount                Benefit
      ------                           -------              ------                -------
<S>                                     <C>                <C>                   <C>    
End of Policy Year 11.........          $51,908            $7,258                $59,166
Increase......................             --               1,391                  1,391  (2.4% Increase)
End of Policy Year 12.........          $51,908            $8,649                $60,557

</TABLE>

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

                                       11

<PAGE>



above the  Guaranteed  Insurance  Amount for Policy year 7 (the amount shown for
the end of Policy  year 6), the Net  Investment  Return for Policy  year 6 would
have to be at least 17.5%.

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


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


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

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

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

Cash Value

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

   For example,  using the Policy  illustration  for a male issue age 25 on Page
20, and assuming the 8% hypothetical  gross annual investment return (equivalent
to a Net Investment Return of approximately 6.55%), the cash value shown for the
end of Policy year 5 would  increase  to the amount  shown for the end of Policy
year 6 for the Policy as follows:

     (1)  Cash Value End of Prior Year..............................      $4,972
     (2)  Net Premium...............................................       1,056
     (3)  Benefit Base Beginning of Current Policy Year 6: (1)+(2)..       6,028
     (4)  Actual Rate of Return.....................................     .064399
     (5)  Actual Investment Return (3)x(4)..........................         388
     (6)  Benefit Base End of Policy Year 6: (3)+(5)................       6,416
     (7)  Cost of Insurance During Policy Year 6....................          84
     (8)  Cash Value End of Policy Year 6: (6)-(7)..................       6,332


                                       12

<PAGE>




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

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

   SURRENDER FOR CASH VALUE.  The  Policyowner  may surrender the Policy for its
cash value at any time while the Insured is living.  The amount  payable will be
the cash value next computed after the request is received at the Home Office of
First  Investors  Life.  Surrender will be effective on the date First Investors
Life has received both the Policy and a written  request in a form acceptable to
First Investors Life.  First Investors Life will usually pay the surrender value
within 7 days,  but payment may be delayed if a recent  payment by check has not
yet cleared the bank,  when First  Investors  Life is not able to determine  the
amount  because  the New York  Stock  Exchange  is  closed  for  trading  or the
Securities and Exchange  Commission  ("Commission")  determines  that a state of
emergency exists or for such other periods as the Commission may by order permit
for the protection of security holders.  Interest will be paid if payment of the
surrender  value is delayed  beyond 7 days. In addition,  under federal tax laws
withholding taxes may be deducted from the surrender value.

Cost of Insurance Protection

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


                                       13

<PAGE>



Loan Provision

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

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

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

   For example,  use the Policy for a male issue age 25  illustrated on Page 20,
and assume the 8% gross annual investment return and that a $3,000 loan was made
at the end of Policy  year 9. For the end of Policy  year 10, the death  benefit
and cash value  would be $57,612 and  $12,612,  respectively.  (The  outstanding
indebtedness  would be deducted from these amounts upon death or surrender.) The
differences between these amounts and the $57,898 death benefit and $12,685 cash
value shown on Page 20 for Policy year 10 result because the portion of the cash
value equal to the indebtedness which is transferred from the Subaccount(s) does
not reflect the Subaccount(s) Net Investment Return of approximately 6.55%.

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

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


                                       14

<PAGE>



   The amount of any outstanding loan plus interest is subtracted from the death
benefit or the cash value on payment.  Whenever the then  outstanding  loan with
accrued interest equals or exceeds the cash value, the Policy terminates 31 days
after notice has been mailed by First  Investors Life to the Policyowner and any
assignee of record at their last known  addresses,  unless a  repayment  is made
within that period.

Premiums

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

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

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

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

                          Premiums on Installment Basis
                     (as a percentage of an annual premium)

                                                          Aggregate Premiums
      Frequency                       Each Premium          For Policy Year
      ---------                       ------------          ---------------
      Annual..........................   100.00%                100.00%
      Semiannual......................    51.00                 102.00
      Quarterly.......................    26.00                 104.00
      Pre-authorized Monthly..........     8.83                 105.96

   Under a  pre-authorized  monthly  plan,  premiums are  automatically  paid by
charges made against the Policyowner's bank account.

                                       15

<PAGE>



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

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

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

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

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

   For example,  use the Policy for a male issue age 25  illustrated  on Page 20
and assume the 0% and 8% hypothetical  gross annual  investment  returns.  If an
option  became  effective  at the end of  Policy  year 5,  the  fixed  insurance
coverage under these Policies would be as follows:

                                             0%                          8%
                                          --------                    -----
     Cash Value......................    $  3,992                  $  4,972
     Reduced Paid-up Insurance.......      18,406                    22,925
                                         for life                  for life
     Extended Term Insurance.........      51,908                    53,398
                                        for 25 years              for 28 years

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

   REINSTATEMENT.  A Policy not surrendered for its cash value may be reinstated
within five years from the date of default in  accordance  with the  Policy.  To
reinstate,  the Policyowner must present evidence of insurability  acceptable to
First Investors Life and must pay to First Investors Life the greater of (a) (i)
all premiums from the date of default with interest to the date of reinstatement
plus (ii) any Policy debt (plus interest to the date of reinstatement) in effect
when the Policy was continued as paid up insurance or extended  term  insurance;
or (b) 110% of the increase

                                       16

<PAGE>



in cash value resulting from reinstatement. Any Policy debt that arose after the
Policy was  continued  as paid up  insurance  and in effect  immediately  before
reinstatement is then added to the greater of (a) or (b) to comprise the payment
required. Interest is calculated at the rate of 6% per year compounded annually.

Cancellation Rights

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

Exchange Privilege

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

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

   If a Policy is not issued for any reason, an applicant shall only be refunded
the amount of the premium without interest.

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

                        ILLUSTRATIONS OF DEATH BENEFITS,
                      CASH VALUES AND ACCUMULATED PREMIUMS

   The tables on Pages 19 to 21 illustrate the way in which the Policy operates.
They show how the death  benefit  and the cash  value may vary over an  extended
period of time  assuming  the  Subaccount(s)  experience  hypothetical  rates of
investment  return  (i.e.,  investment  income  and  capital  gains and  losses,
realized or unrealized)  equivalent to constant gross annual rates of 0%, 4% and
8%. The cash value on any day within a Policy  year  equals the cash value as of
the end of the preceding Policy year,  adjusted to reflect the Subaccount(s) Net
Investment Return, the cost of the insurance  protection and premiums paid since
the Policy's last anniversary.  The tables are based on annual premiums of $600,
$1,200  and  $1,800 to assist in a  comparison  of the death  benefits  and cash
values under the Policy with those under other variable life insurance  policies
which may be issued by First

                                       17

<PAGE>



Investors  Life or other  companies.  The death  benefit  and cash value for the
Policy would be different from those shown if premiums are paid more  frequently
than  annually or if the actual rates of  investment  return  applicable  to the
Policy averaged 0%, 4% or 8% over a period of years, but nevertheless fluctuated
above or below that average for individual  Policy years.  Please refer to Pages
30 to 32 for  additional  illustrations  of  death  benefits,  cash  values  and
accumulated  premiums which assume a hypothetical gross annual investment return
of 0%, 6% and 12%.

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

     1.   A daily charge to the  Subaccount(s)  for  mortality and expense risks
          equivalent to an annual charge of .50% at the beginning of each year.

     2.   An investment  advisory fee of 0.75% of each underlying Fund's average
          daily net assets.

     3.   Assumed operating  expenses of 0.20% of each underlying Fund's average
          daily net assets.

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

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


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


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

                                       18

<PAGE>

<TABLE>
<CAPTION>

                                  Male Issue Age 10
                      $600 Annual Premium for Standard Risk (1)
               $39,638 Face Amount (Guaranteed Minimum Death Benefit)

                                   Total                       Death Benefit (2)                           Cash Values (2)
End of                           Premiums             Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy      Premium              Paid Plus             Tax) Annual Investment Return of           Tax) Annual Investment Return of
  Year        Due             Interest at 5%               0%          4%         8%                 0%            4%          8%
- --------   ---------          --------------         -----------------------------------     ------------------------------------
<S>          <C>                <C>                    <C>          <C>      <C>                   <C>         <C>         <C>     
  1          $600               $    630               $39,638      $39,638  $  39,673             $   138     $    145    $    152
  2           600                  1,291                39,638       39,638     39,798                 586          617         650
  3           600                  1,986                39,638       39,638     40,014               1,023        1,098       1,176
  4           600                  2,715                39,638       39,638     40,321               1,450        1,585       1,730
  5           600                  3,481                39,638       39,638     40,720               1,889        2,104       2,339
  6           600                  4,285                39,638       39,638     41,213               2,316        2,629       2,981
  7           600                  5,129                39,638       39,638     41,799               2,734        3,163       3,658
  8           600                  6,016                39,638       39,638     42,479               3,143        3,707       4,374
  9           600                  6,947                39,638       39,638     43,253               3,547        4,263       5,132
 10           600                  7,924                39,638       39,638     44,120               3,946        4,832       5,936

 15             0                 11,608                39,638       39,638     49,496               4,473        6,382       9,133

 20             0                 14,816                39,638       39,638     55,625               4,010        6,971      12,064

 25             0                 18,909                39,638       39,638     62,507               3,610        7,646      15,998

 30             0                 24,133                39,638       39,638     70,244               3,244        8,369      21,173

Attained
 Age
 65             0                 81,723                39,638       39,638    126,226               1,685       11,721      76,980

</TABLE>

(1)  Corresponds to $306.00 semiannually, $156.00 quarterly, or $52.98 monthly.

(2)  Assumes no policy loan is made.

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

                                       19

<PAGE>


<TABLE>
<CAPTION>

                                  Male Issue Age 25
                     $1,200 Annual Premium for Standard Risk (1)
               $51,908 Face Amount (Guaranteed Minimum Death Benefit)

                                   Total                       Death Benefit (2)                            Cash Values (2)
End of                           Premiums             Assuming Hypothetical Gross (After          Assuming Hypothetical Gross (After
Policy      Premium              Paid Plus             Tax) Annual Investment Return of            Tax) Annual Investment Return of
  Year        Due             Interest at 5%               0%          4%         8%                  0%           4%          8%
- --------   ---------          --------------         -----------------------------------        ---------------------------------
<S>          <C>                <C>                    <C>          <C>      <C>                   <C>         <C>         <C>     
  1         $1,200              $  1,260               $51,908      $51,908  $  51,973            $    409     $    429    $    449
  2          1,200                 2,583                51,908       51,908     52,154               1,308        1,385       1,462
  3          1,200                 3,972                51,908       51,908     52,451               2,197        2,366       2,543
  4          1,200                 5,431                51,908       51,908     52,864               3,076        3,375       3,695
  5          1,200                 6,962                51,908       51,908     53,398               3,992        4,459       4,972
  6          1,200                 8,570                51,908       51,908     54,054               4,897        5,572       6,332
  7          1,200                10,259                51,908       51,908     54,832               5,791        6,713       7,778
  8          1,200                12,032                51,908       51,908     55,732               6,673        7,882       9,315
  9          1,200                13,893                51,908       51,908     56,754               7,544        9,080      10,949
 10          1,200                15,848                51,908       51,908     57,898               8,404       10,308      12,685

 15              0                23,217                51,908       51,908     64,950               9,524       13,635      19,577

 20              0                29,631                51,908       51,908     72,999               8,504       14,836      25,762

 25              0                37,818                51,908       51,908     82,058               7,539       16,033      33,680

 30              0                48,266                51,908       51,908     92,259               6,628       17,185      43,687

Attained
 Age
 65              0                78,620                51,908       51,908    116,712               4,947       19,096      71,178

</TABLE>

(1)  Corresponds to $612.00 semiannually, $312.00 quarterly, or $105.96 monthly.

(2)  Assumes no policy loan is made.

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

                                       20

<PAGE>


<TABLE>
<CAPTION>

                                   Male Issue Age 40
                      $1,800 Annual Premium for Standard Risk (1)
                $47,954 Face Amount (Guaranteed Minimum Death Benefit)

                                    Total                       Death Benefit (2)                           Cash Values (2)
End of                            Premiums             Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy       Premium              Paid Plus             Tax) Annual Investment Return of           Tax) Annual Investment Return of
  Year         Due             Interest at 5%               0%          4%         8%                  0%           4%          8%
- --------    ---------          --------------         -----------------------------------        ---------------------------------
<S>          <C>                <C>                    <C>          <C>      <C>                   <C>         <C>         <C>     
  1          $1,800              $  1,890               $47,954      $47,954    $48,027            $    762     $    799    $    835
  2           1,800                 3,874                47,954       47,954     48,206               2,097        2,225       2,355
  3           1,800                 5,958                47,954       47,954     48,492               3,406        3,678       3,964
  4           1,800                 8,146                47,954       47,954     48,883               4,689        5,161       5,667
  5           1,800                10,443                47,954       47,954     49,386               6,020        6,747       7,549
  6           1,800                12,856                47,954       47,954     49,999               7,328        8,367       9,543
  7           1,800                15,388                47,954       47,954     50,724               8,615       10,023      11,656
  8           1,800                18,048                47,954       47,954     51,560               9,884       11,717      13,898
  9           1,800                20,840                47,954       47,954     52,509              11,137       13,450      16,276
 10           1,800                23,772                47,954       47,954     53,571              12,375       15,225      18,798

 15               0                34,825                47,954       47,954     60,126              13,764       19,765      28,471

 20               0                44,447                47,954       47,954     67,618              11,963       20,956      36,545

 25               0                56,727                47,954       47,954     76,062              10,274       21,963      46,387

 30               0                72,399                47,954       47,954     85,589               8,695       22,699      58,095

Attained
 Age
 65               0                56,727                47,954       47,954     76,062              10,274       21,963      46,387

</TABLE>

(1)  Corresponds  to  $918.00  semi  annually;  $468.00  quarterly,  or  $158.94
     monthly.

(2)  Assumes no policy loan is made.

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

                                       21

<PAGE>



                            FEDERAL INCOME TAX STATUS

Policy Proceeds


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

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

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

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



                                       22

<PAGE>


   All modified  endowment  contracts issued by the same insurer (or affiliates)
to the  Policyowner  during any calendar year  generally  will be treated as one
Policy for the purpose of applying the modified  endowment  contract rules.  You
should  consult your tax advisor if you have  questions  regarding  the possible
impact of the modified endowment contract rules on your Policy.

   Subject to the foregoing  discussion  of modified  endowment  contracts,  any
loans made under a Policy  will be treated as  indebtedness  and no part of such
loan will constitute  income to the  Policyowner.  In addition,  the interest on
such loans generally is not deductible.

   Upon  surrender of a Policy,  taxation of the Surrender  Value will depend on
the Payment  Option that the Owner has  selected.  If payment is in one sum, the
Owner will be taxed on the income in the Policy at the time payment is made.  If
payment  is in  installments,  the Owner may be taxed (1) on all or a portion of
each  installment  until the income in the Policy has been paid;  (2) only after
all investment in the Policy has been paid, or (3) on a portion of each payment.
You should consult your tax advisor if you have questions  about the taxation of
a Policy surrender.

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

Charges for First Investors Life's Income Taxes

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

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

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

                                  VOTING RIGHTS

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


                                       23

<PAGE>



amended or if the present interpretation thereof should change, and as a result,
First  Investors Life  determines that it is permitted to vote the Funds' shares
in its own right, it may elect to do so.

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

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

        OFFICERS AND DIRECTORS OF FIRST INVESTORS LIFE INSURANCE COMPANY

   Name                     Office         Principal Occupation for Last 5 Years
   ----                     ------         -------------------------------------

Jay G.   Baris             Director        Partner, Kramer, Leven, Naftalis,
                                           Nessen,   Kamin  &  Frankel,  New
                                           York,  Attorneys;  Secretary  and
                                           Counsel,  First Financial Savings
                                           Bank, S.L.A., New Jersey.

William H. Drinkwater     First Vice       First  Vice  President  and Chief
                         President and     Actuary,   First  Investors  Life
                         Chief Actuary     since April, 1992; Vice President
                                           -  Actuary,  Home Life  Insurance
                                           Company, New York, prior thereto.
                                                                            
Lawrence M. Falcon          Senior         Senior   Vice    President    and
                        Vice President     Comptroller,    First   Investors
                        and Comptroller    Life.                            

Richard H. Gaebler         President       President, First Investors Life.
                         and Director

William P. Galvin          Assistant       Manager,  First  Investors  Life;
                        Vice President     Assistant  Vice  President  since
                                           February,     1996;     Licensing
                                           Manager,  Pfizer, Inc., New York,
                                           New   York   from   May  1990  to
                                           February, 1995.                  


                                       24

<PAGE>


   Name                     Office         Principal Occupation for Last 5 Years
   ----                     ------         -------------------------------------

George V. Ganter           Director        Vice President, First Investors Asset
                                           Management Company,  Inc.,  Portfolio
                                           Manager, FIMCO.

Robert J. Grosso           Director        Assistant Counsel,  FIC since January
                                           1995; Business Consultant;  Assistant
                                           Vice President and Assistant  General
                                           Counsel,  Alliance Fund Distributors,
                                           Inc.  from  September  1993 to August
                                           1994;  Of  Counsel,   Law  Office  of
                                           Richard S.  Mazawey  from May 1991 to
                                           September 1993.

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

Kathryn S. Head            Director        President,   FICC  and  FIMCO;   Vice
                                           President,  Chief  Financial  Officer
                                           and  Director,   FIC;  President  and
                                           Director,   First  Financial  Savings
                                           Bank, S.L.A.

Scott Hodes                Director        Partner,  Ross  &  Hardies,  Chicago,
                                           Illinois,  Attorneys,  since  January
                                           1992; prior thereto,  Partner, Arvey,
                                           Hodes,  Costello  & Burman,  Chicago,
                                           Illinois, Attorneys.

Paul E. Kunz          Assistant Secretary  Staff Attorney, First Investors Life;
                                           Assistant Secretary since May, 1995.

Carol Lerner Brown         Secretary       Assistant Secretary,  FIC; Secretary,
                                           FIMCO and FICC.

William M. Lipkus      Chief Accounting    Chief   Accounting   Officer,   First
                            Officer        Investors  Life  since  June,   1992;
                                           Manager, Tait Weller & Baker, Edison,
                                           New Jersey  from June,  1986 to June,
                                           1992.                                

Jackson Ream               Director        Senior Vice  President,  Nations Bank
                                           of   Texas   (formerly   NCNB   Texas
                                           National Bank), Dallas, Texas.

Nelson Schaenen Jr.        Director        Partner,  Weiss,  Peck &  Greer,  New
                                           York, Investment Managers.

Ada M. Suchow           Vice President     Vice President, First Investors Life.

John T. Sullivan           Director        Director,  FIMCO and FIC;  Of Counsel
                                           to  Hawkins,  Delafield  & Wood,  New
                                           York, Attorneys.


   A fidelity bond in the amount of $5,000,000  covering First Investors  Life's
officers and employees has been issued by Gulf  Insurance  Company.  A directors
and  officers  liability  policy in the  amount  of  $3,000,000  covering  First
Investors  Life's  directors and officers has been issued by the Great  American
Insurance Companies.


                            DISTRIBUTION OF POLICIES

   The Policies distributed by First Investors Life are sold by insurance agents
who are  licensed  to sell  variable  life  insurance.  These  agents are paid a
commission  of 28.55% of the first year  premium  payment  and 1% of the premium
payments for years two through ten.

   The Policies are offered for sale in Alabama,  Arizona,  Arkansas,  Colorado,
Connecticut,  Florida, Georgia, Iowa, Illinois,  Indiana,  Kentucky,  Louisiana,
Massachusetts,  Maryland,  Michigan,  Minnesota,  Missouri,  Mississippi,  North
Carolina, Nebraska, New Jersey, New Mexico, New York,

                                       25

<PAGE>


Ohio, Oklahoma,  Oregon,  Pennsylvania,  Rhode Island,  Tennessee,  Texas, Utah,
Virginia, Washington, West Virginia, Wisconsin and Wyoming.

                                    CUSTODIAN

   First Investors Life,  subject to applicable laws and  regulations,  is to be
the custodian of the securities of the  Subaccounts.  First  Investors Life will
maintain  the  records and  accounts  of  Separate  Account B. The assets of the
Subaccounts  will be held by  United  States  Trust  Company  of New  York  (TIN
13-6065574),  114 W.  47th  Street,  New  York,  NY  10036  under a  safekeeping
arrangement.  Under the terms of a  Safekeeping  Agreement  dated June 16, 1986,
between  First  Investors  Life and  United  States  Trust  Company of New York,
securities and similar  investments of the Subaccounts shall be deposited in the
safekeeping  of United States Trust  Company of New York.  Such  agreement  will
remain in effect until Separate Account B has been completely liquidated and the
proceeds of the  liquidation  distributed  to the  security  holders of Separate
Account B, or a successor custodian,  having the requisite  qualifications,  has
been  designated and has accepted such  custodianship.  First  Investors Life is
responsible  for the payment of all expenses  of, and  compensation  to,  United
States Trust Company of New York in such amounts as may be agreed upon from time
to time. For the fiscal year ended December 31, 1995,  First Investors Life paid
$400 to United States Trust Company of New York.

                                     REPORTS

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

                                STATE REGULATION

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

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

                                     EXPERTS

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


                                       26

<PAGE>



                        RELEVANCE OF FINANCIAL STATEMENTS

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

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

                      APPENDIX I - OTHER POLICY PROVISIONS

Settlement Options

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

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

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

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

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

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

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

Optional Insurance Benefits

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


                                       27

<PAGE>



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

   TERM INSURANCE.  Providing 12 year convertible level term insurance.

General Provisions

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

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

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

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

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

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

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

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

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


                                       28

<PAGE>



                                   APPENDIX II
                   ADDITIONAL ILLUSTRATIONS OF DEATH BENEFITS,
                      CASH VALUES AND ACCUMULATED PREMIUMS

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

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

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

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

                                       29

<PAGE>



                                       30

                                Male Issue Age 10
                    $600 Annual Premium for Standard Risk (1)
             $39,638 Face Amount (Guaranteed Minimum Death Benefit)

<TABLE>
<CAPTION>
                                      Total                      Death Benefit (2)                          Cash Values (2)
End of                              Premiums            Assuming Hypothetical Gross (After        Assuming Hypothetical Gross (After
Policy           Premium            Paid Plus            Tax) Annual Investment Return of          Tax) Annual Investment Return of
 Year              Due           Interest at 5%              0%          6%        12%                 0%           6%         12%
- ---------       ---------        --------------        -----------------------------------       ---------------------------------

<S>               <C>              <C>                   <C>          <C>      <C>                  <C>         <C>        <C>      
  1               $600             $    630              $39,638      $39,645  $  39,729            $   138     $    148   $     158
  2                600                1,291               39,638       39,669     40,061                586          633         682
  3                600                1,986               39,638       39,710     40,642              1,023        1,136       1,256
  4                600                2,715               39,638       39,767     41,482              1,450        1,656       1,884
  5                600                3,481               39,638       39,841     42,599              1,889        2,219       2,597
  6                600                4,285               39,638       39,932     44,005              2,316        2,800       3,375
  7                600                5,129               39,638       40,039     45,711              2,734        3,402       4,227
  8                600                6,016               39,638       40,161     47,732              3,143        4,026       5,160
  9                600                6,947               39,638       40,299     50,081              3,547        4,676       6,184
 10                600                7,924               39,638       40,453     52,774              3,946        5,354       7,309

 15                  0               11,608               39,638       41,363     70,965              4,473        7,632      13,094

 20                  0               14,816               39,638       42,310     95,773              4,010        9,176      20,771

 25                  0               18,909               39,638       43,278    129,224              3,610       11,076      33,073

 30                  0               24,133               39,638       44,269    174,378              3,244       13,343      52,561

Attained
 Age
 65                  0               81,723               39,638       49,597    785,431              1,685       30,247     479,001

</TABLE>

(1)  Corresponds to $306.00 semi annually; $156.00 quarterly, or $52.98 monthly.

(2)  Assumes no policy loan is made.

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

                                       30

<PAGE>


                              ' Male Issue Age 25
                   $1,200 Annual Premium for Standard Risk (1)
             $51,908 Face Amount (Guaranteed Minimum Death Benefit)

<TABLE>
<CAPTION>
                                      Total                     Death Benefit (2)                           Cash Values (2)
End of                              Premiums           Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy           Premium            Paid Plus           Tax) Annual Investment Return of           Tax) Annual Investment Return of
 Year              Due           Interest at 5%            0%           6%          12%                0%           6%         12%
- --------        ---------        --------------      --------------------------------------      ---------------------------------
<S>             <C>                <C>                  <C>          <C>      <C>                  <C>        <C>         <C>       
  1             $1,200             $  1,260             $51,908      $51,921  $  52,078            $    409   $      439  $      469
  2              1,200                2,583              51,908       51,955     52,558               1,308        1,423       1,542
  3              1,200                3,972              51,908       52,011     53,359               2,197        2,454       2,727
  4              1,200                5,431              51,908       52,088     54,495               3,076        3,532       4,037
  5              1,200                6,962              51,908       52,188     55,994               3,992        4,710       5,535
  6              1,200                8,570              51,908       52,308     57,870               4,897        5,941       7,187
  7              1,200               10,259              51,908       52,450     60,141               5,791        7,226       9,008
  8              1,200               12,032              51,908       52,612     62,823               6,673        8,568      11,014
  9              1,200               13,893              51,908       52,794     65,934               7,544        9,969      13,222
 10              1,200               15,848              51,908       52,996     69,495               8,404       11,430      15,653

 15                  0               23,217              51,908       54,188     93,429               9,524       16,333      28,161

 20                  0               29,631              51,908       55,430    126,119               8,504       19,562      44,508

 25                  0               37,818              51,908       56,702    170,313               7,539       23,273      69,903

 30                  0               48,266              51,908       58,005    230,101               6,628       27,467     108,958

Attained
 Age
 65                  0               78,620              51,908       60,711    420,822               4,947       37,025     256,641

</TABLE>

(1)  Corresponds  to  $612.00  semi  annually;  $312.00  quarterly,  or  $105.96
     monthly.

(2)  Assumes no policy loan is made.

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

                                       31

<PAGE>


                                Male Issue Age 40
                   $1,800 Annual Premium for Standard Risk (1)
             $47,954 Face Amount (Guaranteed Minimum Death Benefit)
<TABLE>
<CAPTION>
                                     Total                     Death Benefit (2)                           Cash Values (2)
End of                             Premiums           Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy           Premium           Paid Plus           Tax) Annual Investment Return of           Tax) Annual Investment Return of
 Year              Due          Interest at 5%             0%          6%            12%              0%           6%         12%
- --------        ---------       --------------       ---------------------------------------    ---------------------------------
<S>             <C>               <C>                  <C>          <C>      <C>                  <C>          <C>       <C>       
  1             $1,800            $  1,890             $47,954      $47,968  $  48,144            $    762     $    817  $      872
  2              1,800               3,874              47,954       48,002     48,621               2,097        2,289       2,488
  3              1,800               5,958              47,954       48,056     49,393               3,406        3,819       4,263
  4              1,800               8,146              47,954       48,129     50,473               4,689        5,409       6,211
  5              1,800              10,443              47,954       48,222     51,886               6,020        7,138       8,431
  6              1,800              12,856              47,954       48,335     53,645               7,328        8,937      10,869
  7              1,800              15,388              47,954       48,467     55,766               8,615       10,809      13,548
  8              1,800              18,048              47,954       48,617     58,266               9,884       12,760      16,491
  9              1,800              20,840              47,954       48,786     61,164              11,137       14,792      19,724
 10              1,800              23,772              47,954       48,973     64,480              12,375       16,911      23,276

 15                  0              34,825              47,954       50,080     86,798              13,764       23,714      41,101

 20                  0              44,447              47,954       51,233    117,342              11,963       27,690      63,419

 25                  0              56,727              47,954       52,416    158,741              10,274       31,966      96,809

 30                  0              72,399              47,954       53,630    214,919               8,695       36,402     145,879

Attained
 Age
 65                  0              56,727              47,954       52,416    158,741              10,274       31,966      96,809
</TABLE>


(1)  Corresponds  to  $918.00  semi  annually;  $468.00  quarterly,  or  $158.94
     monthly.

(2)  Assumes no policy loan is made.

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


                                       32

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


   We have  audited the  accompanying  balance  sheets of First  Investors  Life
Insurance  Company as of December 31, 1995 and 1994, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1995.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

   In our opinion, the financial statements referred to above present fairly, in
all material respects,  the financial position of First Investors Life Insurance
Company as of December 31, 1995 and 1994,  and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
1995, in conformity with generally accepted accounting principles.

   As discussed in note 7 to the financial  statements,  the Company changed its
method of accounting for income taxes.


                                                  TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1996

                                       33

<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   ASSETS
                                                                        December 31, 1995       December 31,1994
                                                                        -----------------       ----------------
Investments (note 2):
<S>                                                                       <C>                      <C>         
  Available-for-sale securities.......................................    $113,815,086             $103,898,007
  Held-to-maturity securities.........................................       5,942,604                5,990,367
  Short term investments..............................................       5,160,201                6,964,868
  Policy loans........................................................      17,016,692               14,686,101
                                                                         -------------              -----------

     Total investments................................................     141,934,583              131,539,343

Cash..................................................................       1,189,030                  977,113
Premiums and other receivables, net of allowances of
  $30,000 in 1995 and 1994............................................       4,334,595                3,901,489
Accrued investment income.............................................       2,833,561                2,593,771
Deferred policy acquisition costs (note 6)............................      17,318,214               19,321,891
Deferred Federal income taxes (note 7)     ...........................          12,000               1,884,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $800,593 in 1995 and $697,010 in 1994...............         236,736                  243,634
Other assets..........................................................         123,509                  193,780
Separate account assets...............................................     344,568,486              232,913,278
                                                                         -------------              -----------

     Total assets.....................................................    $512,550,714              $393,568,299
                                                                         =============              ============


                                   LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policyholder account balances (note 6)................................    $113,374,173             $115,256,764
Claims and other contract liabilities.................................      11,289,108               10,737,716
Accounts payable and accrued liabilities..............................       4,150,250                3,463,635
Separate account liabilities..........................................     343,956,938              232,913,278
                                                                         -------------              -----------

     Total liabilities................................................     472,770,469              362,371,393
                                                                         -------------              -----------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares...............................       2,538,163                2,538,163
Additional paid in capital............................................       6,496,180                6,496,180
Unrealized holding gains (losses) on available-for-sale
  securities (note 2).................................................       1,878,000               (2,486,000)
Retained earnings ....................................................      28,867,902               24,648,563
                                                                         -------------              -----------

     Total stockholder's equity.......................................      39,780,245               31,196,906
                                                                         -------------              -----------

     Total liabilities and stockholder's equity.......................    $512,550,714              $393.568,299
                                                                         =============              ============
</TABLE>

See accompanying notes to financial statements.

                                       34

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                               Year Ended          Year Ended         Year Ended
                                                        December 31, 1995    December 31,1994   December 31,1993
                                                        -----------------    ----------------   ----------------
<S>                                                           <C>                <C>                <C>        
REVENUES
  Policyholder fees...................................        $19,958,420        $16,433,269        $14,825,696
  Premiums............................................          7,293,719          7,630,182          8,141,342
  Investment income (note 2)..........................          9,363,212          8,835,356          8,470,643
  Realized gain (loss) on fixed securities............            373,582           (259,987)           318,372
  Other income........................................            835,703            701,355            654,608
                                                             ------------       ------------       ------------

     Total income.....................................        37,824,636          33,340,175          32,410,661
                                                             ------------       ------------       ------------

BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......         13,027,516         14,297,499         13,118,328
  Dividends to policyholders..........................            954,384            910,754            985,756
  Amortization of deferred acquisition costs (note 6).          1,672,429          1,573,216          1,528,876
  Commissions and general expenses....................         15,773,968         13,513,644         13,212,536
                                                             ------------       ------------       ------------

     Total benefits and expenses......................         31,428,297         30,295,113         28,845,496
                                                             ------------       ------------       ------------

Income before Federal income tax and cumulative
 effect of a change in accounting principle...........          6,396,339          3,045,062          3,565,165

Federal income tax (note 7):
  Current.............................................          2,553,000            838,000          1,425,000
  Deferred............................................           (376,000)          (352,000)          (721,000)
                                                             ------------       ------------       ------------

                                                                2,177,000            486,000            704,000
                                                             ------------       ------------       ------------

Income before cumulative effect
  of a change in accounting principle.................         4,219,339           2,559,062          2,861,165

Cumulative effect on prior years
  of a change in accounting principle (note 7)........              --                   --             540,000
                                                             ------------       ------------       ------------

Net Income............................................      $  4,219,339        $  2,559,062       $  3,401,165
                                                            ============        ============       ============

Income per share, based on 534,350 shares outstanding
Income before cumulative effect
  of a change in accounting principle.................             $7.90               $4.79              $5.35
Cumulative effect of a change in accounting principle.              --                   --                1.01
                                                            ------------        ------------       ------------
                                                                   $7.90               $4.79              $6.36
                                                            ============        ============       ============
</TABLE>

See accompanying notes to financial statements.

                                                               35

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                                             Year Ended           Year Ended           Year Ended
                                                                          December 31,1995      December 31,1994   December 31, 1993
                                                                          ----------------      ----------------   -----------------
<S>                                                                          <C>                  <C>                 <C>         
Balance at beginning of year .......................................         $ 31,196,906         $ 34,173,844        $ 27,722,679
Net income .........................................................            4,219,339            2,559,062           3,401,165
Increase (decrease) in unrealized holding gains on
  available-for-sale securities ....................................            4,364,000           (5,536,000)          3,050,000
                                                                             ------------         ------------        ------------
Balance at end of year .............................................         $ 39,780,245         $ 31,196,906        $ 34,173,844
                                                                             ============         ============        ============
</TABLE>


                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Year Ended         Year Ended         Year Ended
                                                                            December 31, 1995   December 31, 1994   December 31,1993
                                                                            -----------------   -----------------   ----------------
<S>                                                                           <C>                 <C>                 <C>          
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received ........................................      $  19,374,522       $  16,433,269       $  14,825,696
     Premiums received .................................................          6,895,096           7,366,276           7,996,528
     Amounts received on policyholder accounts .........................         87,156,662          63,526,544          52,654,219
     Investment income received ........................................          9,360,894           8,886,847           8,583,113
     Other receipts ....................................................             69,621              46,581              44,193
     Benefits and contract liabilities paid ............................       (101,642,156)        (75,131,594)        (61,360,490)
     Commissions and general expenses paid .............................        (18,176,870)        (15,252,935)        (15,866,354)
                                                                              -------------       -------------       -------------

     Net cash provided by (used for) operating activities ..............          3,037,769           5,874,988           6,876,905
                                                                              -------------       -------------       -------------

  Cash flows from investing activities:
     Proceeds from sale of investment securities .......................         58,755,827          36,751,082          36,063,998
     Purchase of investment securities .................................        (58,622,646)        (42,164,770)        (39,148,690)
     Purchase of furniture, equipment and other assets .................           (128,442)            (67,121)            (40,227)
     Net increase in policy loans ......................................         (2,330,591)         (1,801,780)         (1,941,256)
     Investment in Separate Account ....................................           (500,000)               --                  --
                                                                                                                      -------------

     Net cash provided by (used for) investing activities ..............         (2,825,852)         (7,282,589)         (5,066,175)
                                                                              -------------       -------------       -------------

     Net increase (decrease) in cash ...................................            211,917          (1,407,601)          1,810,730

Cash
  Beginning of year ....................................................            977,113           2,384,714             573,984
                                                                              -------------       -------------       -------------
  End of year...........................................................      $   1,189,030       $     977,113       $   2,384,714
                                                                              =============       =============       =============
</TABLE>

The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal  income tax of $2,125,000 in 1995,  $1,368,000 in 1994 and $1,265,000 in
1993.

See accompanying notes to financial statements.

                                       36

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Year ended          Year Ended         Year Ended
                                                                            December 31, 1995   December 31, 1994  December 31, 1993
                                                                            -----------------   -----------------  -----------------
<S>                                                                            <C>                <C>                <C>        
Reconciliation  of net income to net cash
  provided by (used for) operating
     activities:
         Net income .......................................................    $ 4,219,339        $ 2,559,062        $ 3,401,165

         Adjustments to reconcile  net income to net cash
            provided by (used for) operating activities:
           Depreciation and amortization ..................................        141,121            122,199            118,365
           Amortization of deferred policy acquisition costs ..............      1,672,429          1,573,216          1,528,876
           Realized investment (gains) losses .............................       (373,582)           259,987           (318,372)
           Amortization of premiums and discounts on fixed
              maturities ..................................................        237,472            287,340            299,666
           Deferred Federal income taxes ..................................       (376,000)          (352,000)          (721,000)
           Cumulative effect of a change in
              accounting principle ........................................           --                 --             (540,000)
           Other items not requiring cash - net ...........................       (112,268)              (149)            (1,908)

         (Increase) decrease in:
           Premiums and other receivables, net ............................       (433,106)        (1,055,910)         1,683,261
           Accrued investment income ......................................       (239,790)          (235,849)          (187,196)
           Deferred policy acquisition costs, exclusive
              of amortization .............................................     (1,117,752)        (1,138,988)        (1,254,547)
           Other assets ...................................................         64,490            (30,882)           (13,108)

         Increase (decrease) in:
           Policyholder account balances ..................................     (1,882,591)         2,719,458          1,268,788
           Claims and other contract liabilities ..........................        551,392            503,025          1,903,908
           Accounts payable and accrued liabilities .......................        686,615            664,479           (290,993)
                                                                               -----------        -----------        -----------

                                                                               $ 3,037,769        $ 5,874,988        $ 6,876,905
                                                                               ===========        ===========        ===========
</TABLE>

See accompanying notes to financial statements.

                                       37

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

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

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

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

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

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

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

Note 2 -- Other Significant Accounting Practices

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

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

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

    Held-to-Maturity Securities

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

    Trading Securities

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

    Available-For-Sale Securities

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

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

                                       38

<PAGE>



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

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

<TABLE>
<CAPTION>
                                                                            Year ended             Year Ended             Year Ended
                                                                      December 31,1995      December 31, 1994       December 31,1993
                                                                      ----------------      -----------------       ----------------
<S>                                                                         <C>                    <C>                    <C>       
Interest on fixed maturities ..................................             $8,243,748             $8,091,627             $7,844,723
Interest on short term investments ............................                451,475                225,682                232,244
Interest on policy loans ......................................                973,242                886,465                771,082
Dividends on equity securities ................................                 58,305                 10,220                   --
                                                                            ----------             ----------             ----------

     Total investment income ..................................              9,726,770              9,213,994              8,848,049
     Investment expense .......................................                363,558                378,638                377,406
                                                                            ----------             ----------             ----------

Net investment income .........................................             $9,363,212             $8,835,356             $8,470,643
                                                                            ==========             ==========             ==========
</TABLE>

      The amortized cost and estimated  market values of investments at December
31, 1995 and 1994 are as follows:

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


December 31,1994
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ........................................       $ 49,362,608       $      5,901       $  1,541,620       $ 47,826,889
  Debt Securities issued by
   States of the U.S. ..................................          3,910,143               --              379,945          3,530,198
  Corporate Debt Securities ............................         53,768,481             86,359          2,578,037         51,276,803
  Equity Securities ....................................            500,000               --               15,000            485,000
  Other Debt Securities ................................            873,777              1,801             96,461            779,117
                                                               ------------       ------------       ------------       ------------
                                                               $108,415,009       $     94,061       $  4,611,063       $103,898,007
                                                               ============       ============       ============       ============
</TABLE>

                                       39

<PAGE>



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

   At December 31, 1995 and 1994,  the Company  recognized  "Unrealized  Holding
Gains   (Losses)  on   Available-For-   Sale   Securities"   of  $1,878,000  and
($2,486,000),  net of  applicable  deferred  income  taxes and  amortization  of
deferred  acquisition costs. The change in the Unrealized Holding Gains (Losses)
of $4,364,000, ($5,536,000) and $3,050,000 for 1995, 1994 and 1993, respectively
is reported as a separate component of stockholders' equity.

<TABLE>
<CAPTION>

<S>                                                                 <C>               <C>               <C>               <C>       
Held-To-Maturity Securities
December 31, 1995
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ............................................        $3,332,604        $  120,983        $     --          $3,453,587
  Corporate Debt Securities ................................         2,000,000              --              40,412         1,959,588
  Other Debt Securities ....................................           610,000              --                --             610,000
                                                                    ----------        ----------        ----------        ----------
                                                                    $5,942,604        $  120,983        $   40,412        $6,023,175
                                                                    ==========        ==========        ==========        ==========

December 31, 1994
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ............................................        $3,380,367        $    4,873        $   56,807        $3,328,433
  Corporate Debt Securities ................................         2,000,000              --             324,020         1,675,980
  Other Debt Securities ....................................           610,000              --                --             610,000
                                                                    ----------        ----------        ----------        ----------
                                                                    $5,990,367        $    4,873        $  380,827        $5,614,413
                                                                    ==========        ==========        ==========        ==========
</TABLE>

   The amortized cost and estimated  market value of debt securities at December
31, 1995, by contractual  maturity,  are shown below.  Expected  maturities will
differ from contractual  maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                    Held to Maturity                  Available For Sale
                                                ---------------------------      -----------------------------
                                                Amortized        Estimated         Amortized       Estimated
                                                  Cost          Market Value         Cost         Market Value
                                                ----------       ----------      ------------     ------------
<S>                                             <C>              <C>             <C>              <C>         
Due in one year or less.......................  $2,239,580       $2,251,899      $  6,162,578     $  6,227,117
Due after one year through five years.........     361,632          362,031        32,404,977       34,434,038
Due after five years through ten years........   1,341,392        1,449,657        52,785,501       53,846,181
Due after ten years...........................   2,000,000        1,959,588        18,418,030       18,752,750
                                                ----------       ----------      ------------     ------------
                                                $5,942,604       $6,023,175      $109,771,086     $113,260,086
                                                ==========       ==========      ============     ============
</TABLE>

   Proceeds from sales of  investments  in fixed  maturities  were  $56,949,635,
$36,701,082 and $35,352,716 in 1995, 1994 and 1993, respectively. Gross gains of
$578,810  and gross  losses of  $205,228  were  realized on those sales in 1995.
Gross gains of $85,827 and gross losses of $345,814 were realized on those sales
in 1994.  Gross gains of $397,829 and gross  losses of $79,457 were  realized on
those sales in 1993.

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

         Traditional Ordinary Life and Health

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

                                       40

<PAGE>



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

          Universal Life and Variable Life

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

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

          Annuities

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

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

   (f) Reclassifications.  Certain  reclassifications have been made to the 1993
and 1994 Financial Statements in order to conform to the 1995 presentation.

                                       41

<PAGE>



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


Note 3 -- Fair Value of Financial Instruments

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

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

Note 4 -- Retirement Plans

   The Company has a non-contributory profit sharing plan for the benefit of its
employees which provides for retirement benefits based upon earnings. Vesting of
benefits is based upon years of service. The Company did not make profit sharing
contributions in 1995, 1994 and 1993.

   The Company also has a  non-contributory  retirement  plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$375,000 in 1995,  $312,000 in 1994 and $292,000 in 1993. The accrued  liability
of  approximately  $2,621,000 in 1995 and  $2,415,000 in 1994 was  sufficient to
cover the value of benefits provided by the plan.

Note 5 -- Commitments and Contingent Liabilities

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

   (a) The Company's maximum retention on any one life is $100,000.  The Company
reinsures a portion of its risk with other insurance  companies and reserves are
reduced by the amount of  reserves  for such  reinsured  risks.  The  Company is
liable for any obligations which any reinsurance  company may be unable to meet.
The Company had reinsured  approximately  10% of its net life insurance in force
at December 31, 1995,  1994 and 1993.  The Company also had assumed  reinsurance
amounting to  approximately  20%, 21% and 22% of its net life insurance in force
at the respective year ends. None of these  transactions had any material effect
on the Company's operating results.

   (b) The Company and certain  affiliates  share office space,  data processing
facilities and management  personnel.  Charges for these services are based upon
space  occupied,  usage of data  processing  facilities  and time  allocated  to
management. During the years ended December 31, 1995, 1994 and 1993, the Company
paid  approximately  $1,282,000,  $1,099,000 and $1,187,000,  respectively,  for
these services. In addition,  the Company reimbursed an affiliate  approximately
$196,000  in  1993  for  its  share  of the  cost  of  the  branch  offices  and
approximately  $8,739,000 in 1995, $6,651,000 in 1994,and $5,510,000 in 1993 for
commissions relating to the sale of its products.

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


                                       42

<PAGE>



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

Note 6 -- Adjustments Made to Statutory Accounting Practices

   Note 1 describes some of the common differences  between statutory  practices
and generally accepted accounting  principles.  The effects of these differences
for the years ended December 31, 1995,  1994 and 1993 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
                                                         Net Income                            Capital Shares and Surplus
                                                     Year Ended December 31                          at December 31
                                               ----------------------------------           -----------------------------------
                                               1995          1994            1993           1995           1994            1993
                                               ----          ----            ----           ----           ----            ----
<S>                                         <C>           <C>            <C>            <C>             <C>             <C>        
Reported on a statutory basis ............  $3,593,786    $2,205,814     $1,682,537     $21,600,537     $18,020,531     $15,933,807

Adjustments:
   Deferred policy acquisition costs (b) .    (554,677)     (434,228)      (274,329)     17,318,214      19,321,891      19,006,119
   Future policy benefits (a) ............     422,387       727,849        669,990      (2,912,483)     (3,334,870)     (4,062,719)
   Deferred income taxes .................     376,000       352,000      1,261,435          12,000       1,884,000      (1,322,799)
   Premiums due and deferred (e) .........      80,133        70,968         11,558      (1,444,568)     (1,524,702)     (1,595,669)
   Cost of colletion and other statutory
     liabilities .........................     (16,318)      (32,454)         8,598          49,267          65,585          98,039
   Non-admitted assets ...................        --            --             --           395,758         385,500         423,038
   Asset valuation reserve ...............        --            --        1,016,830         901,041         744,264
   Interest maintenance reserve ..........     (40,804)      (71,048)      (222,809)        200,690          (5,070)        325,965
   Gross unrealized holding gains (losses)
     on available-for-sale securities ....        --            --             --         3,544,000      (4,517,000)      4,623,799
   Net realized capital gains (losses) ...     373,582      (259,987)       262,712            --              --              --
   Other .................................     (14,750)          148          1,473            --              --              --
                                               625,553       353,248      1,718,628      18,179,708      13,176,375      18,240,037

In accordance with generally accepted
   accounting principles .................  $4,219,339    $2,559,062     $3,401,165     $39,780,245     $31,196,906     $34,173,844

Per share, based on 534,350 shares
   outstanding ...........................       $7.90         $4.79          $6.36          $74.45          $58.38          $63.95

</TABLE>


                                       43

<PAGE>



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

   The following is a description of the significant policies used to adjust the
net income and capital shares and surplus from a statutory to a GAAP basis.  (a)
Liabilities for future policy  benefits have been computed  primarily by the net
level premium method with assumptions as to anticipated  mortality,  withdrawals
and investment  yields.  The composition of the policy  liabilities and the more
significant assumptions pertinent thereto are presented below:

<TABLE>
<CAPTION>
             Distribution of Liabilities*                      Basis of Assumptions
- -----------------------------------------------------------------------------------------------------------
                                     Years
    1995            1994            of Issue          Interest                   Mortality Table                  Withdrawal
- -------------   ------------      ------------        --------           ----------------------------------       ----------
Non-par:
<S>             <C>               <C>                  <C>               <C>                                      <C>     
 $ 1,722,604    $ 1,721,636       1962-1967            4 1/2%            1955-60 Basic Select plus Ultimate       Linton B
   5,668,858      5,764,026       1968-1988            5 1/2%            1955-60 Basic Select plus Ultimate       Linton B
   2,574,079      2,583,886       1984-1988            7 1/2%            85% of 1965-70 Basic Select              Modified
                                                                            plus Ultimate                         Linton B
      74,055         62,830       1989-Present         7 1/2%            1975-80 Basic Select plus Ultimate       Linton B
     109,919         99,022       1989-Present         7 1/2%            1975-80 Basic Select plus Ultimate       Actual
      39,885         41,021       1989-Present         8%                1975-80 Basic Select plus Ultimate       Actual
  31,896,847     31,043,074       1985-Present         6%                Accumulation of Funds                    --
Par:                                                                    
     224,307        232,295       1966-1967            4 1/2%            1955-60 Basic Select plus Ultimate       Linton A
  13,557,033     13,696,383       1968-1988            5 1/2%            1955-60 Basic Select plus Ultimate       Linton A
     988,555      1,037,503       1981-1984            7 1/4%            90% of 1965-70 Basic Select
                                                                            plus Ultimate                         Linton B
   4,713,069      4,634,783       1983-1988            9 1/2%            80% of 1965-70 Basic Select
                                                                            plus Ultimate                         Linton B
  12,459,045      9,922,152       1990-Present         8%                66% of 1975-80 Basic Select
                                                                            plus Ultimate                         Linton B
Annuities:                                                              
  25,202,605     32,707,541       1976-Present         5 1/2%            Accumulation of Funds                    --
Miscellaneous:                                                          
  15,161,153     12,776,574       1962-Present         2 1/2%-3 1/2%    1958-CSO                                  None
</TABLE>

- ----------

*    The above amounts are before  deduction of deferred  premiums of $1,017,841
     in 1995 and $1,065,962 in 1994.

   (b) The costs of acquiring new business,  principally commissions and related
agency  expenses,  and  certain  costs  of  issuing  policies,  such as  medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions  which  were  used  for  computing  liabilities  for  future  policy
benefits.  Amortization of $1,672,429 in 1995, $1,573,216 in 1994 and $1,528,876
in 1993 was charged to operations.

   (c)  Participating  business  represented  11.1% and 11.9% of individual life
insurance in force at December 31, 1995 and 1994, respectively.

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

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

   (d) New York State  insurance  law  prohibits  the  payment of  dividends  to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was  $11,815,645,  $8,235,339  and $6,148,130 at December
31, 1995, 1994 and 1993,  respectively.  

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

                                       44

<PAGE>



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

Note 7 -- Federal Income Taxes

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

   Retained earnings at December 31, 1995 included  approximately $146,000 which
is defined as "policyholders'  surplus" and may be subject to Federal income tax
at  ordinary  corporate  rates  under  certain  future   conditions,   including
distributions to stockholders.

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

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

<TABLE>
<CAPTION>
                                                                         1995           1994
                                                                      -----------    -----------
<S>                                                                   <C>            <C>         
Policyholder dividend provision ...................................   $  (323,612)   $  (309,818)
Non-qualified agents' pension plan reserve ........................    (1,044,728)      (967,466)
Deferred policy acquisition costs .................................     2,968,214      3,521,550
Future policy benefits ............................................    (2,639,345)    (2,862,789)
Bond discount .....................................................        27,842         20,182
Unrealized holding gains  (losses) on Available-For-Sale Securities       967,000     (1,281,000)
Other .............................................................        32,629         (4,659)
                                                                      -----------    -----------
                                                                      $   (12,000)   $(1,884,000)
                                                                      ===========    ===========
</TABLE>


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

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

                                                          1995   1994      1993
                                                          ----   ----      ----
Application of statutory tax rate .....................    34%     34%      34%
Special tax deduction for life insurance companies ....    --     (18)     (16)
Other .................................................    --     --         2
                                                           --     ---      ---
                                                           34%     16%      20%
                                                           ==     ===      ===



                                       45

<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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



      We have audited the statement of assets and liabilities of First Investors
Life  Level  Premium  Variable  Life  Insurance  (a  separate  account  of First
Investors Life Insurance  Company,  registered as a unit investment  trust under
the  Investment  Company Act of 1940),  as of December 31, 1995, and the related
statement  of  operations  for the year then ended and changes in net assets for
each of the two years in the period then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial position of First Investors Life Level
Premium  Variable Life Insurance as of December 31, 1995, and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.

                                             TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 19, 1996

                                       46

<PAGE>



                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1995

ASSETS
  Investments at net asset value (Note 3):
    First Investors Life Series Fund ..........................     $104,883,874

LIABILITIES
    Payable to First Investors Life Insurance Company .........        2,498,974
                                                                    ------------

NET ASSETS ....................................................     $102,384,900

Net assets represented by Contracts ...........................     $102,384,900
                                                                    ============


                             STATEMENT OF OPERATIONS

                          Year ended December 31, 1995

INVESTMENT INCOME
  Income:
    Dividends .................................................     $  4,741,828
                                                                    ------------

        Total income ..........................................        4,741,828
                                                                    ------------

  Expenses:
    Cost of insurance charges (Note 4) ........................        2,536,392
    Mortality and expense risks (Note 4) ......................          453,172
                                                                    ------------

        Total expenses ........................................        2,989,564
                                                                    ------------

NET INVESTMENT INCOME .........................................        1,752,264
                                                                    ------------

UNREALIZED APPRECIATION ON INVESTMENTS
  Beginning of year ...........................................        5,684,606
  End of year .................................................       19,645,118
                                                                    ------------

Change in unrealized appreciation on investments ..............       13,960,512
                                                                    ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..........     $ 15,712,776
                                                                    ============


See notes to financial statements.

                                       47

<PAGE>



                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENTS OF CHANGES IN NET ASSETS

                            Years ended December 31,
<TABLE>
<CAPTION>
                                                                             1995            1994
                                                                        -------------    ------------
<S>                                                                     <C>              <C>          
Increase (Decrease) in Net Assets
  From Operations
      Net investment income (loss) ..................................   $   1,752,264    $   (930,887)
      Change in unrealized appreciation on investments ..............      13,960,512      (2,920,992)
                                                                        -------------    ------------

      Net increase (decrease) in net assets resulting from operations      15,712,776      (3,851,879)
                                                                        -------------    ------------

    From Unit Transactions
      Net insurance premiums ........................................      23,709,341      20,555,397
      Contract payments .............................................      (9,408,404)     (8,253,343)
                                                                        -------------    ------------

      Net increase in net assets derived from unit transactions .....      14,300,937      12,302,054
                                                                        -------------    ------------

      Net increase in net assets ....................................      30,013,713       8,450,175

Net Assets
    Beginning of year ...............................................      72,371,187      63,921,012
                                                                        -------------    ------------
    End of year .....................................................   $ 102,384,900    $ 72,371,187
                                                                        =============    ============
</TABLE>


See notes to financial statements.

                                       48

<PAGE>


                               FIRST INVETORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1995

Note 1 -- Organization

      First  Investors  Life Level  Premium  Variable Life  Insurance  (Separate
Account B), a unit investment trust registered under the Investment  Company Act
of 1940 (the 1940 Act), is a segregated  investment account established by First
Investors Life Insurance  Company (FIL).  Assets of the Separate  Account B have
been used to purchase  shares of First Investors Life Series Fund (The Fund), an
open-end  diversified  management  investment  company registered under the 1940
Act. Note 2 -- Significant Accounting Policies

      INVESTMENTS

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

      NET ASSETS REPRESENTED BY CONTRACTS

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

      EDERAL INCOME TAXES

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

Note 3 -- Investments

      Investments consist of the following:

<TABLE>
<CAPTION>
                                                                      Net Asset       Market
                                                          Shares        Value          Value           Cost
                                                          ------        -----          -----           ----
<S>                                                     <C>            <C>          <C>             <C>        
First Investors Life
  Series Fund
    Cash Management..................................   1,196,086      $ 1.00       $ 1,196,083     $ 1,196,083
    High Yield.......................................   2,451,115       11.57        28,361,179      26,108,046
    Growth...........................................     848,602       20.47        17,374,997      13,260,442
    Discovery........................................     767,001       23.27        17,846,679      13,920,311
    Blue Chip........................................   1,129,035       16.98        19,169,491      14,174,034
    International Securities.........................   1,092,304       15.58        17,018,029      13,087,775
    Government.......................................      69,276       10.52           728,569         704,884
    Investment Grade.................................     152,649       11.73         1,794,254       1,623,546
    Utility Income...................................     118,831       11.74         1,394,593       1,163,635
                                                                                   ------------     -----------
                                                                                   $104,883,874     $85,238,756
                                                                                   ============     ===========
</TABLE>

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

Note 4 -- Mortality and Expense Risks and Deductions

   In  consideration  for its  assumption  of the  mortality  and expense  risks
connected  with the Variable Life  Contracts,  FIL deducts an amount equal on an
annual  basis to .50% of the daily net asset  value of  Separate  Account B. The
deduction for the year ended December 31, 1995 was $453,172.

   A monthly charge is also made to Separate Account B for the cost of insurance
protection.  This amount  varies with the age and sex of the insured and the net
amount of  insurance  at risk.  For further  discussion,  see "Cost of Insurance
Protection"  in the  Prospectus.  For the year ended  December  31, 1995 cost of
insurance charges amounted to $2,536,392.


                                       49

<PAGE>


First Investors Life
Level Premium
Variable Life
Insurance
(Separate Account B)
- ---------------------------

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

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


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

General Description................................  2
Charges and Expenses...............................  6
The Variable Life Policy...........................  8
Illustrations of Death Benefits,
 Cash Values and Accumulated Premiums.............. 17
Federal Income Tax Status.......................... 22
Voting Rights...................................... 23
Officers and Directors of
 First Investors Life Insurance Company............ 24
Distribution of Policies........................... 25
Custodian.......................................... 26
Reports............................................ 26
State Regulation................................... 26
Experts............................................ 26
Relevance of Financial Statements.................. 27
Appendisx I -- Other Policy Provisions............. 27
Appendis II -- Additional Illustrations of Death
 Benefits, Cash Values and
 Accumulated Premiums.............................. 29
Financial Statements of First Investors Life....... 33
Financial Statements of Separate Account B......... 46



<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.

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<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




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