FIRST INVESTORS LIFE SERIES FUND
497, 1996-10-25
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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  ("Utilities  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 October 28, 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 October 28, 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.  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) on  Investment  Investment  Realized     Total      ---------------
                             Period        Income     Investments    Operations    Income     Gains    Distributions  End of Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>           <C>            <C>          <C>       <C>          <C>           <C>   
Blue Chip                                                                                                            
- ---------                                                                                                            
3/8/90* to 12/31/90 .....    $10.00       $.07          $(.02)         $ .05        $ --      $  --        $  --         $10.05
1991 ....................     10.05        .12           2.50           2.62         .05         --          .05          12.62
1992 ....................     12.62        .16            .67            .83         .21         --          .21          13.24
1993 ....................     13.24        .15            .97           1.12         .15         --          .15          14.21
1994 ....................     14.21        .18           (.39)          (.21)        .08        .17          .25          13.75
1995 ....................     13.75        .26           4.11           4.37         .19        .95         1.14          16.98
1/1/96 to 6/30/96 .......     16.98        .11           1.46           1.57         .25        .49          .74          17.81

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
1/1/96 to 6/30/96 .......      1.00        .024           --             .024        .024        --          .024          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
1/1/96 to 6/30/96 .......     23.27        .07           1.68           1.75         .11        .89         1.00          24.02
</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.
 ++  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(%)            
- ------------------------------------------------------------------------------------------------------------------------------------

<S>              <C>                  <C>               <C>                <C>               <C>                 <C>
  .61(a)         $ 3,656                --              2.95(a)            1.92(a)           1.03(a)              15
26.17             13,142              1.00              1.88               1.55              1.34                 21
 6.67             23,765               .79              1.66                .86              1.60                 40
 8.51             34,030               .88              1.27                N/A               N/A                 37
(1.45)            41,424               .88              1.49                N/A               N/A                 82
34.00             66,900               .86              1.89                N/A               N/A                 26
 9.47             81,307               .93(a)           1.33(a)             N/A               N/A                 20

 4.94                 33                --              4.99               7.68             (2.69)               N/A
 7.79              2,210                --              7.84               1.35              6.49                N/A
 7.49              8,203               .39              6.90               1.15              6.15                N/A
 5.71              9,719               .57              5.39                .93              5.03                N/A
 3.02              8,341               .79              2.99                .98              2.81                N/A
 2.70              4,243               .60              2.67               1.05              2.22                N/A
 3.77              3,929               .60              3.69               1.04              3.25                N/A
 5.51              4,162               .61              5.36               1.10              4.87                N/A
 2.44              3,863               .60(a)           4.83(a)            1.09(a)           4.35(a)             N/A

 3.59                125                --              3.80               3.10               .70                158
23.62                283                --              2.43               4.78             (2.35)               231
(5.47)               960                --              2.97               2.68               .28                104
51.73              4,661               .70               .48               1.49              (.31)                93
15.74             10,527               .91               .02               1.05              (.12)                91
22.20             21,221               .87              (.03)               N/A               N/A                 69
(2.53)            30,244               .88               .36                N/A               N/A                 53
25.23             50,900               .87               .60                N/A               N/A                 78
 7.82             61,590               .85(a)            .71(a)             N/A               N/A                 56
</TABLE>



                                                                 5
<PAGE>



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

<C>                       <C>            <C>           <C>            <C>            <C>          <C>         <C>         <C>      
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
1/1/96 to 6/30/96 .......     10.52           .34          (.42)          (.08)           .68          --          .68         9.76
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
1/1/96 to 6/30/96 .......     20.47           .11          2.02           2.13            .18         .59          .77        21.83
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
1/1/96 to 6/30/96 .......     11.57           .50          (.01)           .49           1.01          --         1.01        11.05
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
1/1/96 to 6/30/96 .......     15.58           .13          1.08           1.21            .19         .50          .69        16.10
- ----------------
</TABLE>
*    Commencement of operations
+    Some or all expenses have been waived or assumed .
++   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>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                           PER SHARE 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(%)
             -----------    --------------      -----------        ---------      -----------      ---------            -------
              <S>             <C>                 <C>              <C>               <C>             <C>                  <C>
               9.95(a)        $ 5,064              .03(a)          6.64(a)            .89(a)          5.79(a)             301
               6.35             8,234              .35             6.60               .84             6.11                525
              (4.10)            7,878              .35             6.74               .90             6.19                457
              15.63             9,500              .40             6.73               .93             6.21                198
               (.79)            9,266              .60(a)          6.63(a)            .98(a)          6.26(a)              86

               7.68                38              --              3.20              8.70            (5.50)                31
              24.00               570              --              2.91              5.21            (2.30)                24
              (2.99)            2,366              --              3.03              1.64             1.40                 28
              34.68             7,743              .69             1.21              1.34              .55                148
               9.78            16,385              .76              .75              1.20              .30                 45
               6.00            25,658              .91              .43               N/A              N/A                 51
              (2.87)           32,797              .90              .60               N/A              N/A                 40
              25.12            51,171              .88             1.10               N/A              N/A                 64
              10.62            63,075              .80(a)          1.22(a)            N/A              N/A                 25

              15.60             4,565              --             13.22              1.32            11.90                 46
              (1.76)           14,354              --             12.05               .88            11.17                 22
              (5.77)           18,331              --             13.21               .91            12.30                 35
              33.96            23,634              .53            11.95               .89            11.60                 40
              13.15            24,540              .91            10.48               .96            10.43                 84
              18.16            30,593              .91             9.49               N/A              N/A                 96
              (1.56)           32,285              .88             9.43               N/A              N/A                 50
              19.82            41,894              .87             9.83               N/A              N/A                 57
               4.25            44,367              .85(a)          9.33(a)            N/A              N/A                 12

               5.21(a)          3,946              --               .99(a)           3.43(a)         (2.43)(a)             29
              15.24             8,653             1.70              .75              2.27              .18                 70
              (1.13)           12,246             1.03             1.55              1.38             1.20                 36
              22.17            21,009             1.14              .97               N/A              N/A                 37
              (1.29)           31,308             1.03             1.22               N/A              N/A                 36
              18.70            41,012             1.02             1.42               N/A              N/A                 45
               7.93            49,017             1.15(a)          1.82(a)            N/A              N/A                 35
</TABLE>



                                                                 7
<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                           PER SHARE DATA
                            --------------------------------------------------------------------------------------------------------
                                                  Income from Investment Operations    Less Distributions from
                                             ---------------------------------------   ------------------------
                            Net Asset Value              Net Realized                                               Net Asset Value 
                            --------------     Net       and Unrealized  Total from       Net        Net           ----------------
                             Beginning of    Investment  Gain (Loss) on  Investment    Investment Realized     Total          End of
                              Period           Income     Investments    Operations      Income      Gains    Distributions   Period
                              ------           ------     -----------    ----------      ------      -----    -------------   ------
Investment Grade
- --------------------                                                                                                    
<S>                        <C>            <C>          <C>            <C>            <C>          <C>         <C>          <C>      
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
1/1/96 to 6/30/96 .......      11.73          .34          (.58)          (.24)          .67         --           .67          10.82
Target Maturity 2007                                                                                                    
- --------------------                                                                                                    
4/26/95* to 12/31/95 ....      10.00          .26          2.00           2.26           --          --           --           12.26
1/1/96 to 6/30/96 .......      12.26          .28         (1.33)         (1.05)          .23         .05          .28          10.93
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
1/1/96 to 6/30/96 .......      11.74          .14           .34            .48           .27         --           .27          11.95
</TABLE>
                                                                  
*    Commencement of operations
+    Some or all expenses have been waived or assumed
++   The effect of fees and charges  incurred at the separate  account level are
     not reflected in these performance figures.
(a)  Annualized


                                       8
<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                     RATIOS / SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                  Ratio to Average Net Assets                      
                    Net Assets           Ratio to Average Net Assets+         Before Expenses Waived or Assumed     Portfolio     
     Total        End of Period     -------------------------------------    ------------------------------------    Turnover   
   Return++(%)    (in thousands)    Expenses(%)  Net Investment Income(%)    Expenses(%)  Net Investment Income(%)    Rate(%)      
- ------------------------------------------------------------------------------------------------------------------------------------
   <S>               <C>             <C>               <C>                    <C>              <C>                     <C>
    8.91(a)          $ 4,707         .23(a)            6.16(a)                 .93(a)          5.46(a)                 72
   10.93              10,210         .35               6.32                    .85             5.82                    64
   (3.53)             11,602         .37               6.61                    .92             6.06                    15
   19.69              16,262         .51               6.77                    .91             6.37                    26
   (2.05)             16,175         .60(a)            6.37(a)                 .88(a)          6.12(a)                  8
                                                                                                                     
   22.60               9,860         .04(a)            6.25(a)                 .87(a)          5.38(a)                 28
   (8.67)             11,838         .60(a)            6.02(a)                 .84(a)          5.79(a)                 14
                                                                                                                     
   (4.66)(a)             494          --               1.46(a)                3.99(a)          (2.52)(a)                0
   (7.24)              4,720         .17               4.13                    .95             3.35                    31
   30.26              14,698         .41               4.16                    .91             3.67                    17
    4.17              20,851         .60(a)            3.50(a)                 .89(a)          3.25(a)                 17
</TABLE>




                                       9
<PAGE>





                            Target Maturity 2010 Fund

     The following  table sets forth the per share  operating  performance for a
share of beneficial interest  outstanding,  total return,  ratios to average net
assets and other  supplemental data for the period April 30, 1996  (commencement
of  operations)  to August 31, 1996.  The  following  information  pertaining to
Target  Maturity  2010 Fund  should be read in  conjunction  with the  Financial
Statements  and Notes  thereto,  which  appear in the  Statement  of  Additional
Information, available at no charge upon request to the Fund.

Per Share Data
- --------------
Net Asset Value, Beginning of Period .........................       $10.00
                                                                     ------

Income from Investment Operations
     Net investment income ...................................          .20*
     Net realized and unrealized loss on investments .........         (.06)*
                                                                     ------

          Total from Investment Operations ...................          .14
                                                                     ------


Net Asset Value, End of Period ...............................        10.14
                                                                     ======


Total Return** ...............................................         1.40%
- --------------                                                       ------

Ratios/Supplemental Data
- ------------------------
     Net Assets, End of Period (in thousands)                    $ 1,236.
Ratio to Average Net Assets:
     Expenses ................................................          .60%(a)
     Net Investment Income ...................................         5.72%(a)

Ratio to Average Net Assets Before Expenses Waived:
     Expenses ................................................         1.27%(a)
     Net Investment Income ...................................         5.04%(a)

     Portfolio Turnover Rate .................................          .0%



*    Computed using average number of shares outstanding

**   The effect of fees and charges  incurred at the separate  account  level is
     not reflected in this performance figure 
(a)  Annualized


                                       10

<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.


                                       11

<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.  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).


                                       12

<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."


                                       13

<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.


                                       14

<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, LLP ("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 invest up to 5% of
its  total  assets  in  common  stocks  issued  by  foreign  companies  that are
denominated  in U.S.  currency;  provided,  however,  that the  Fund may  invest
without limit in U.S. dollar  denominated  foreign  securities listed on the New
York  Stock  Exchange  ("NYSE").  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

                                       15

<PAGE>



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.

     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.


                                       16

<PAGE>



     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.

                                                          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.


                                       17

<PAGE>



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  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.


                                       18

<PAGE>



     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, 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

                                       19
<PAGE>



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. 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 invests 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

                                       20

<PAGE>



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."

     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'   acceptancesz  are  short-term  credit  instruments  used  to  finance
commercial transactions. Generally, an acceptance

                                       21

<PAGE>



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 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

                                       22

<PAGE>



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 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.  Growth Fund may invest in securities  issued by foreign companies
that are  denominated in U.S.  currency.  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.

                                       23

<PAGE>



     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  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

                                       24

<PAGE>



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.

     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,



                                       25
<PAGE>


prepayment   of   principal   by  the   mortgagees,   which  often  occurs  with
mortgage-backed securities when interest rates decline, can significantly change
the realized yield of these securities.

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

     Collateralized Mortgage Obligations and Multiclass Pass-Through Securities.
Collateralized mortgage obligations ("CMOs") are 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


                                       26
<PAGE>


the issuer's  growth may be limited.  Preferred stock has preference over common
stock in the receipt of dividends  and in any residual  assets after  payment to
creditors  should the issuer be  dissolved.  Although  the  dividend is set at a
fixed annual  rate,  in some  circumstances  it can be changed or omitted by the
issuer.

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

     Restricted and Illiquid  Securities.  Each Fund, 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


                                       27
<PAGE>

Urban Development,  the Export-Import Bank, the General Services  Administration
and the Maritime  Administration  and certain  securities  issued by the Farmers
Home  Administration  and  the  Small  Business  Administration.  The  range  of
maturities  of U.S.  Government  Obligations  is usually  three months to thirty
years.

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

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

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


                                       28
<PAGE>


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 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


                                       29
<PAGE>


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
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 NYSE, generally 4:00 P.M. (New York City time), on any
business day the NYSE is open for trading,  will be processed and shares will be
purchased at the net asset value  determined at the close of regular  trading on
the NYSE on that day.  Orders received after the close of regular trading on the
NYSE will be processed at the net asset value determined at the close of regular
trading on the NYSE on the next  trading day.  See  "Determination  of Net Asset
Value."


                              HOW TO REDEEM SHARES

     Shares  of a 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.


                                   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.

     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,


                                       30
<PAGE>

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,  LLP 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
limited liability  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 June 30, 1996, WMC held investment management authority with
respect to approximately  $118.8 billion of assets. Of that amount, WMC acted as
investment  adviser or subadviser to  approximately  111  registered  investment
companies or series of such companies,  with net assets of  approximately  $82.2
billion as of June 30, 1996.  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 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.


                                       31
<PAGE>


     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 has also been primarily  responsible for the day-to-day management of
Target Maturity 2010 Fund since its inception in 1996.  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  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-



                                       32
<PAGE>

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.

     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.


                                       33
<PAGE>


                               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.

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


                                       34
<PAGE>


     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 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.


                                       35
<PAGE>


     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.

     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.


                                       36
<PAGE>


     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.


                                       37
<PAGE>

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


Financial Highlights.........................................................  4
Investment Objectives and Policies........................................... 11
How to Buy Shares............................................................ 30
How to Redeem Shares......................................................... 30
Management................................................................... 30
Determination of Net Asset Value............................................. 32
Dividends and Other Distributions............................................ 32
Taxes........................................................................ 33
General Information.......................................................... 34
Appendix A................................................................... 34



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, LLP                                   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 Yield
International Securities Fund
Investment Grade Fund
Target Maturity 2007 Fund
Target Maturity 2010 Fund
Utilities Income Fund

Prospectus

- ----------

October 28, 1996

First Investors Logo

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

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

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

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

The following language appears on the lefthand side.

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

First Investors Logo (as described above)

A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK


<PAGE>




As part of this  Prospectus  we attach the  Prospectus of First  Investors  Life
Variable  Annuity  Fund C (File No.  33-33419)  which was filed  with the SEC on
October 22, 1996 as part of a 497 filing (Accession No. 0000891554-96-00715)




<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  ("Utilities  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 October 28, 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 October 28, 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.  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) on  Investment  Investment  Realized     Total      ---------------
                             Period        Income     Investments    Operations    Income     Gains    Distributions  End of Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>           <C>            <C>          <C>       <C>          <C>           <C>   
Blue Chip                                                                                                            
- ---------                                                                                                            
3/8/90* to 12/31/90 .....    $10.00       $.07          $(.02)         $ .05        $ --      $  --        $  --         $10.05
1991 ....................     10.05        .12           2.50           2.62         .05         --          .05          12.62
1992 ....................     12.62        .16            .67            .83         .21         --          .21          13.24
1993 ....................     13.24        .15            .97           1.12         .15         --          .15          14.21
1994 ....................     14.21        .18           (.39)          (.21)        .08        .17          .25          13.75
1995 ....................     13.75        .26           4.11           4.37         .19        .95         1.14          16.98
1/1/96 to 6/30/96 .......     16.98        .11           1.46           1.57         .25        .49          .74          17.81

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
1/1/96 to 6/30/96 .......      1.00        .024           --             .024        .024        --          .024          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
1/1/96 to 6/30/96 .......     23.27        .07           1.68           1.75         .11        .89         1.00          24.02
</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.
 ++  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(%)            
- ------------------------------------------------------------------------------------------------------------------------------------

<S>              <C>                  <C>               <C>                <C>               <C>                 <C>
  .61(a)         $ 3,656                --              2.95(a)            1.92(a)           1.03(a)              15
26.17             13,142              1.00              1.88               1.55              1.34                 21
 6.67             23,765               .79              1.66                .86              1.60                 40
 8.51             34,030               .88              1.27                N/A               N/A                 37
(1.45)            41,424               .88              1.49                N/A               N/A                 82
34.00             66,900               .86              1.89                N/A               N/A                 26
 9.47             81,307               .93(a)           1.33(a)             N/A               N/A                 20

 4.94                 33                --              4.99               7.68             (2.69)               N/A
 7.79              2,210                --              7.84               1.35              6.49                N/A
 7.49              8,203               .39              6.90               1.15              6.15                N/A
 5.71              9,719               .57              5.39                .93              5.03                N/A
 3.02              8,341               .79              2.99                .98              2.81                N/A
 2.70              4,243               .60              2.67               1.05              2.22                N/A
 3.77              3,929               .60              3.69               1.04              3.25                N/A
 5.51              4,162               .61              5.36               1.10              4.87                N/A
 2.44              3,863               .60(a)           4.83(a)            1.09(a)           4.35(a)             N/A

 3.59                125                --              3.80               3.10               .70                158
23.62                283                --              2.43               4.78             (2.35)               231
(5.47)               960                --              2.97               2.68               .28                104
51.73              4,661               .70               .48               1.49              (.31)                93
15.74             10,527               .91               .02               1.05              (.12)                91
22.20             21,221               .87              (.03)               N/A               N/A                 69
(2.53)            30,244               .88               .36                N/A               N/A                 53
25.23             50,900               .87               .60                N/A               N/A                 78
 7.82             61,590               .85(a)            .71(a)             N/A               N/A                 56
</TABLE>



                                                                 5
<PAGE>



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

<C>                       <C>            <C>           <C>            <C>            <C>          <C>         <C>         <C>      
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
1/1/96 to 6/30/96 .......     10.52           .34          (.42)          (.08)           .68          --          .68         9.76
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
1/1/96 to 6/30/96 .......     20.47           .11          2.02           2.13            .18         .59          .77        21.83
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
1/1/96 to 6/30/96 .......     11.57           .50          (.01)           .49           1.01          --         1.01        11.05
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
1/1/96 to 6/30/96 .......     15.58           .13          1.08           1.21            .19         .50          .69        16.10
- ----------------
</TABLE>
*    Commencement of operations
+    Some or all expenses have been waived or assumed .
++   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>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                           PER SHARE 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(%)
             -----------    --------------      -----------        ---------      -----------      ---------            -------
              <S>             <C>                 <C>              <C>               <C>             <C>                  <C>
               9.95(a)        $ 5,064              .03(a)          6.64(a)            .89(a)          5.79(a)             301
               6.35             8,234              .35             6.60               .84             6.11                525
              (4.10)            7,878              .35             6.74               .90             6.19                457
              15.63             9,500              .40             6.73               .93             6.21                198
               (.79)            9,266              .60(a)          6.63(a)            .98(a)          6.26(a)              86

               7.68                38              --              3.20              8.70            (5.50)                31
              24.00               570              --              2.91              5.21            (2.30)                24
              (2.99)            2,366              --              3.03              1.64             1.40                 28
              34.68             7,743              .69             1.21              1.34              .55                148
               9.78            16,385              .76              .75              1.20              .30                 45
               6.00            25,658              .91              .43               N/A              N/A                 51
              (2.87)           32,797              .90              .60               N/A              N/A                 40
              25.12            51,171              .88             1.10               N/A              N/A                 64
              10.62            63,075              .80(a)          1.22(a)            N/A              N/A                 25

              15.60             4,565              --             13.22              1.32            11.90                 46
              (1.76)           14,354              --             12.05               .88            11.17                 22
              (5.77)           18,331              --             13.21               .91            12.30                 35
              33.96            23,634              .53            11.95               .89            11.60                 40
              13.15            24,540              .91            10.48               .96            10.43                 84
              18.16            30,593              .91             9.49               N/A              N/A                 96
              (1.56)           32,285              .88             9.43               N/A              N/A                 50
              19.82            41,894              .87             9.83               N/A              N/A                 57
               4.25            44,367              .85(a)          9.33(a)            N/A              N/A                 12

               5.21(a)          3,946              --               .99(a)           3.43(a)         (2.43)(a)             29
              15.24             8,653             1.70              .75              2.27              .18                 70
              (1.13)           12,246             1.03             1.55              1.38             1.20                 36
              22.17            21,009             1.14              .97               N/A              N/A                 37
              (1.29)           31,308             1.03             1.22               N/A              N/A                 36
              18.70            41,012             1.02             1.42               N/A              N/A                 45
               7.93            49,017             1.15(a)          1.82(a)            N/A              N/A                 35
</TABLE>



                                                                 7
<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                           PER SHARE DATA
                            --------------------------------------------------------------------------------------------------------
                                                  Income from Investment Operations    Less Distributions from
                                             ---------------------------------------   ------------------------
                            Net Asset Value              Net Realized                                               Net Asset Value 
                            --------------     Net       and Unrealized  Total from       Net        Net           ----------------
                             Beginning of    Investment  Gain (Loss) on  Investment    Investment Realized     Total          End of
                              Period           Income     Investments    Operations      Income      Gains    Distributions   Period
                              ------           ------     -----------    ----------      ------      -----    -------------   ------
Investment Grade
- --------------------                                                                                                    
<S>                        <C>            <C>          <C>            <C>            <C>          <C>         <C>          <C>      
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
1/1/96 to 6/30/96 .......      11.73          .34          (.58)          (.24)          .67         --           .67          10.82
Target Maturity 2007                                                                                                    
- --------------------                                                                                                    
4/26/95* to 12/31/95 ....      10.00          .26          2.00           2.26           --          --           --           12.26
1/1/96 to 6/30/96 .......      12.26          .28         (1.33)         (1.05)          .23         .05          .28          10.93
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
1/1/96 to 6/30/96 .......      11.74          .14           .34            .48           .27         --           .27          11.95
</TABLE>
                                                                  
*    Commencement of operations
+    Some or all expenses have been waived or assumed
++   The effect of fees and charges  incurred at the separate  account level are
     not reflected in these performance figures.
(a)  Annualized


                                       8
<PAGE>

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                     RATIOS / SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                  Ratio to Average Net Assets                      
                    Net Assets           Ratio to Average Net Assets+         Before Expenses Waived or Assumed     Portfolio     
     Total        End of Period     -------------------------------------    ------------------------------------    Turnover   
   Return++(%)    (in thousands)    Expenses(%)  Net Investment Income(%)    Expenses(%)  Net Investment Income(%)    Rate(%)      
- ------------------------------------------------------------------------------------------------------------------------------------
   <S>               <C>             <C>               <C>                    <C>              <C>                     <C>
    8.91(a)          $ 4,707         .23(a)            6.16(a)                 .93(a)          5.46(a)                 72
   10.93              10,210         .35               6.32                    .85             5.82                    64
   (3.53)             11,602         .37               6.61                    .92             6.06                    15
   19.69              16,262         .51               6.77                    .91             6.37                    26
   (2.05)             16,175         .60(a)            6.37(a)                 .88(a)          6.12(a)                  8
                                                                                                                     
   22.60               9,860         .04(a)            6.25(a)                 .87(a)          5.38(a)                 28
   (8.67)             11,838         .60(a)            6.02(a)                 .84(a)          5.79(a)                 14
                                                                                                                     
   (4.66)(a)             494          --               1.46(a)                3.99(a)          (2.52)(a)                0
   (7.24)              4,720         .17               4.13                    .95             3.35                    31
   30.26              14,698         .41               4.16                    .91             3.67                    17
    4.17              20,851         .60(a)            3.50(a)                 .89(a)          3.25(a)                 17
</TABLE>




                                       9
<PAGE>





                            Target Maturity 2010 Fund

     The following  table sets forth the per share  operating  performance for a
share of beneficial interest  outstanding,  total return,  ratios to average net
assets and other  supplemental data for the period April 30, 1996  (commencement
of  operations)  to August 31, 1996.  The  following  information  pertaining to
Target  Maturity  2010 Fund  should be read in  conjunction  with the  Financial
Statements  and Notes  thereto,  which  appear in the  Statement  of  Additional
Information, available at no charge upon request to the Fund.

Per Share Data
- --------------
Net Asset Value, Beginning of Period .........................       $10.00
                                                                     ------

Income from Investment Operations
     Net investment income ...................................          .20*
     Net realized and unrealized loss on investments .........         (.06)*
                                                                     ------

          Total from Investment Operations ...................          .14
                                                                     ------


Net Asset Value, End of Period ...............................        10.14
                                                                     ======


Total Return** ...............................................         1.40%
- --------------                                                       ------

Ratios/Supplemental Data
- ------------------------
     Net Assets, End of Period (in thousands)                    $ 1,236.
Ratio to Average Net Assets:
     Expenses ................................................          .60%(a)
     Net Investment Income ...................................         5.72%(a)

Ratio to Average Net Assets Before Expenses Waived:
     Expenses ................................................         1.27%(a)
     Net Investment Income ...................................         5.04%(a)

     Portfolio Turnover Rate .................................          .0%



*    Computed using average number of shares outstanding

**   The effect of fees and charges  incurred at the separate  account  level is
     not reflected in this performance figure 
(a)  Annualized


                                       10

<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.


                                       11

<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.  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).


                                       12

<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."


                                       13

<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.


                                       14

<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, LLP ("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 invest up to 5% of
its  total  assets  in  common  stocks  issued  by  foreign  companies  that are
denominated  in U.S.  currency;  provided,  however,  that the  Fund may  invest
without limit in U.S. dollar  denominated  foreign  securities listed on the New
York  Stock  Exchange  ("NYSE").  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

                                       15

<PAGE>



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.

     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.


                                       16

<PAGE>



     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.

                                                          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.


                                       17

<PAGE>



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  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.


                                       18

<PAGE>



     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, 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

                                       19
<PAGE>



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. 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 invests 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

                                       20

<PAGE>



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."

     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'   acceptancesz  are  short-term  credit  instruments  used  to  finance
commercial transactions. Generally, an acceptance

                                       21

<PAGE>



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 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

                                       22

<PAGE>



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 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.  Growth Fund may invest in securities  issued by foreign companies
that are  denominated in U.S.  currency.  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.

                                       23

<PAGE>



     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  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

                                       24

<PAGE>



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.

     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,



                                       25
<PAGE>


prepayment   of   principal   by  the   mortgagees,   which  often  occurs  with
mortgage-backed securities when interest rates decline, can significantly change
the realized yield of these securities.

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

     Collateralized Mortgage Obligations and Multiclass Pass-Through Securities.
Collateralized mortgage obligations ("CMOs") are 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


                                       26
<PAGE>


the issuer's  growth may be limited.  Preferred stock has preference over common
stock in the receipt of dividends  and in any residual  assets after  payment to
creditors  should the issuer be  dissolved.  Although  the  dividend is set at a
fixed annual  rate,  in some  circumstances  it can be changed or omitted by the
issuer.

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

     Restricted and Illiquid  Securities.  Each Fund, 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


                                       27
<PAGE>

Urban Development,  the Export-Import Bank, the General Services  Administration
and the Maritime  Administration  and certain  securities  issued by the Farmers
Home  Administration  and  the  Small  Business  Administration.  The  range  of
maturities  of U.S.  Government  Obligations  is usually  three months to thirty
years.

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

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

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


                                       28
<PAGE>


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 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


                                       29
<PAGE>


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
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 NYSE, generally 4:00 P.M. (New York City time), on any
business day the NYSE is open for trading,  will be processed and shares will be
purchased at the net asset value  determined at the close of regular  trading on
the NYSE on that day.  Orders received after the close of regular trading on the
NYSE will be processed at the net asset value determined at the close of regular
trading on the NYSE on the next  trading day.  See  "Determination  of Net Asset
Value."


                              HOW TO REDEEM SHARES

     Shares  of a 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.


                                   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.

     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,


                                       30
<PAGE>

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,  LLP 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
limited liability  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 June 30, 1996, WMC held investment management authority with
respect to approximately  $118.8 billion of assets. Of that amount, WMC acted as
investment  adviser or subadviser to  approximately  111  registered  investment
companies or series of such companies,  with net assets of  approximately  $82.2
billion as of June 30, 1996.  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 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.


                                       31
<PAGE>


     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 has also been primarily  responsible for the day-to-day management of
Target Maturity 2010 Fund since its inception in 1996.  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  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-



                                       32
<PAGE>

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.

     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.


                                       33
<PAGE>


                               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.

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


                                       34
<PAGE>


     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 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.


                                       35
<PAGE>


     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.

     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.


                                       36
<PAGE>


     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.


                                       37
<PAGE>

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


Financial Highlights.........................................................  4
Investment Objectives and Policies........................................... 11
How to Buy Shares............................................................ 30
How to Redeem Shares......................................................... 30
Management................................................................... 30
Determination of Net Asset Value............................................. 32
Dividends and Other Distributions............................................ 32
Taxes........................................................................ 33
General Information.......................................................... 34
Appendix A................................................................... 34



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, LLP                                   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 Yield
International Securities Fund
Investment Grade Fund
Target Maturity 2007 Fund
Target Maturity 2010 Fund
Utilities Income Fund

Prospectus

- ----------

October 28, 1996

First Investors Logo

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

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

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

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

The following language appears on the lefthand side.

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

First Investors Logo (as described above)

A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK


<PAGE>





As part of this  Prospectus  we attach the  Prospectus of First  Investors  Life
Level Premium  Variable Life Insurance  (Seperate  Account B) (File No. 2-98410)
which  was  filed  with  the SEC on  October  22,  1996 as part of a 497  filing
(Accession No. 0000891554-96-00714)




<PAGE>


                        FIRST INVESTORS LIFE SERIES FUND

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


                       Statement of Additional Information
                             dated October 28, 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 October 28, 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.......................................    6
Investment Restrictions....................................................   15
Trustees and Officers......................................................   16
Management.................................................................   18
Determination of Net Asset Value...........................................   20
Allocation of Portfolio Brokerage..........................................   21
Taxes......................................................................   22
General Information........................................................   24
Appendix A.................................................................   25
Appendix B.................................................................   25
Financial Statements.......................................................   27

                                        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,
LLP  ("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
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

                                        2

<PAGE>



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.

     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.


                                        3

<PAGE>



     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
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

                                        4

<PAGE>



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. 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

                                        5

<PAGE>



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.

                      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

                                        6

<PAGE>



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-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.

                                        7

<PAGE>



     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  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

                                        8

<PAGE>



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  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.

                                        9

<PAGE>



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. 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

                                       10

<PAGE>



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
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

                                       11

<PAGE>



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 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

                                       12

<PAGE>



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.

     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

                                       13

<PAGE>



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.

     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

                                       14

<PAGE>



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  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 is greater  than an amount equal to 10% of
the Fund's total assets.


          (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

                                       15

<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.


                              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*+ (71), President and Trustee. Chairman of the Board and Director,
Administrative  Data  Management  Corp.  ("ADM"),   FIMCO,  Executive  Investors
Management Company, Inc.

                                       16

<PAGE>



("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* (40), 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 and Director,  FICC; President,  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 (75),  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 (67), 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  (39),  Treasurer,  581 Main  Street,  Woodbridge,  NJ 07095.
Treasurer, FIC FIMCO, EIMCO and EIC; Comptroller and Treasurer, FICC.

Concetta Durso (62), Vice President and Secretary. Vice President,  FIMCO, EIMCO
and ADM; Assistant Vice President and Assistant  Secretary.  FIC; Assistant Vice
President, 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 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,  Route 33 Realty
Corporation and Specialty Insurance Group, Inc.


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

                                       17

<PAGE>



<TABLE>
<CAPTION>


                                         Pension or           Estimated          Total Compensation
                          Aggregate      Retirement Benefits  Annual Benefits    From First Investors
                          Compensation   Accrued as Part of   Upon               Family of Funds Paid
Trustee                   From Fund*     Fund Expenses        Retirement         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
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:


                                       18

<PAGE>



                                                                          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 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,  LLP 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

                                       19

<PAGE>



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 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

                                       20

<PAGE>



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 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

                                       21

<PAGE>



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  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.


                                       22

<PAGE>



     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
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

                                       23

<PAGE>



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.

     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

                                       24

<PAGE>



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.


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.


                                       25

<PAGE>


     - Amortization  schedule (the larger the final  maturity  relative to other
maturities the more likely it will be treated as a note).

     - Source of Payment (the more  dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

     Note rating symbols are as follows:

     SP-1 Very strong or strong  capacity to pay principal  and interest.  Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.


MOODY'S INVESTORS SERVICE, INC.

     Moody's  ratings for state and municipal notes and other  short-term  loans
are  designated   Moody's   Investment  Grade  (MIG).  This  distinction  is  in
recognition of the difference between short-term credit risk and long-term risk.

     MIG-1.  Loans bearing this  designation  are of the best quality,  enjoying
strong  protection from  established  cash flows of funds for their servicing or
from established and broad-based access to the market for refinancing, or both.



                                       26

<PAGE>











                  Financial Statements as of December 31, 1995












                                       27


<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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


<S>                 <C>                                                                              <C>                    <C>
       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
- ------------------------------------------------------------------------------------------------------------------------------------
                    Consumer Non-Durables--22.1%
      12,200        Abbott Laboratories                                                                  509,350                  75
       4,100        American Home Products Corporation                                                   397,700                  58
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

       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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

       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
      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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

       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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

       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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


       6,900        NationsBank Corporation                                                              480,413                  72
      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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

       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

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

 
       8,300        SBC Communications, Inc.                                                             477,250                  71
      10,500        Texas Utilities Company                                                              431,813                  65
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       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

</TABLE>

<PAGE>



- ----------------
* Non-income producing

See notes to financial statements


<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

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

    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
                      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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
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>

<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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                 <C>                                                                            <C>                 <C>
                                                                                                       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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

      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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

      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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

      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
       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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

      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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

       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%

        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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

           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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                 <C>                                                                              <C>                <C>
      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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

<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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

      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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

      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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
                    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
- ------------------------------------------------------------------------------------------------------------------------------------
                    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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
                    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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
                    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
       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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
                    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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

      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
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       2,622,437                 512
- ------------------------------------------------------------------------------------------------------------------------------------
                    Transportation--.9%
       9,500        Air Express International Corporation                                                218,500                  42

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

       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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       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
        800M        Tenet Healthcare Corp., 10 1/8%, 2005                                                889,000                 212
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                       2,481,375                 592
- ------------------------------------------------------------------------------------------------------------------------------------
                    Transportation--1.2%
        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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

      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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
                    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>

<TABLE>
<CAPTION>
Portfolio of Investments
First Investors Life Series Fund-International Securities Fund
December 31, 1995


<PAGE>


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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

       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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

       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%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

       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
       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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

       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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

                    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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                        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
- ------------------------------------------------------------------------------------------------------------------------------------
                    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
- ------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                    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

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                               <C>                   <C>

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


         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
        300M        General Electric Capital Corp., 7 7/8%, 2006                                         343,325                 211
        300M        General Motors Acceptance Corp., 7 1/8%, 1999                                        312,301                 192
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                 <C>                                                                                <C>                 <C>
                                                                                                         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
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

        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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

<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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

Net Assets                                                                   100.0%                  $9,859,747              $10,000
====================================================================================================================================
See notes to financial statements

</TABLE>

<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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


       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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

      10,600        BellSouth Corporation                                                                461,100                 314
       3,500        Century Telephone Enterprises                                                        111,125                  76
       4,400        Frontier Corporation                                                                 132,000                  90
       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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


====================================================================================================================================
* 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
====================================================================================================================================
</TABLE>

 + 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


<PAGE>



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

See notes to financial statements

<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>


<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
share transactions                                                 10,149,756         8,234,042         5,966,777         3,314,795
                                                                 ------------      ------------      ------------      ------------
Net increase (decrease) in net assets                              18,374,031         7,138,852         9,609,215         1,691,381
Net Assets       
Beginning of year                                                  32,797,192        25,658,340        32,284,746        30,593,365
                                                                 ------------      ------------      ------------      ------------
End of year+                                                     $ 51,171,223      $ 32,797,192      $ 41,893,961      $ 32,284,746
                                                                 ============      ============      ============      ============
 +Includes undistributed net investment income of                $    459,781      $    176,061      $  3,663,919      $  2,971,294
                                                                 ============      ============      ============      ============

 (a) Trust Shares Issued and Redeemed                            
Sold                                                                  572,178           510,485           537,054           416,564 
Issued for distributions reinvested                                    45,613            20,645           296,191           107,326 
Redeemed                                                              (78,592)          (41,089)         (263,126)         (214,630)
                                                                 ------------      ------------      ------------      ------------
Net increase (decrease) in shares outstanding                         539,199           490,041           570,119           309,260 
                                                                 ============      ============      ============      ============ 
</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                         
in foreign currencies                                               4,263,821        (1,619,867)        1,528,072        (1,054,894)
                                                                 ------------      ------------      ------------      ------------ 
Net increase (decrease) in net assets                                                                                               
resulting from operations                                           6,094,504          (375,552)        2,428,533          (372,852)
                                                                 ------------      ------------      ------------      ------------ 
Distributions to Shareholders from:                                                                                                 
Net investment income                                                (284,370)          (87,059)         (605,201)         (154,441)
Net realized gain on investments                                     (601,917)             --                --             (90,556)
                                                                 ------------      ------------      ------------      ------------ 
Total distributions                                                  (886,287)          (87,059)         (605,201)         (244,997)
                                                                 ------------      ------------      ------------      ------------ 
Trust Share Transactions (a)                                                                                                        
Proceeds from shares sold                                           6,301,362        11,075,210         3,462,505         2,762,399 
Value of distributions reinvested                                     886,288            87,058           605,201           244,996 
Cost of shares redeemed                                            (2,692,802)         (399,664)       (1,231,643)         (997,487)
                                                                 ------------      ------------      ------------      ------------ 
Net increase from trust share transactions                          4,494,848        10,762,604         2,836,063         2,009,908 
                                                                 ------------      ------------      ------------      ------------ 
Net increase in net assets                                          9,703,065        10,299,993         4,659,395         1,392,059 
Net Assets                                                                                                                          
Beginning of year                                                  31,308,497        21,008,504        11,602,476        10,210,417
                                                                 ------------      ------------      ------------       ------------
End of year+                                                     $ 41,011,562      $ 31,308,497      $ 16,261,871       $11,602,476
                                                                 ============      ============      ============       ============
+Includes undistributed net investment income of                 $    493,877      $    279,003      $    936,245       $   605,176
                                                                 ============      ============      ============       ============
(a)Trust Shares Issued and Redeemed                                                                                                 
Sold                                                                  439,419           811,007           315,041           264,613
Issued for distributions reinvested                                    69,350             6,642            59,159            24,055
Redeemed                                                             (194,386)          (29,290)         (113,482)          (96,249
                                                                 ------------      ------------      ------------       ------------
Net increase in shares outstanding                                    314,383           788,359           260,718           192,419
                                                                 ============      ============      ============       ============
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)                                    
Proceeds from shares sold                                             8,383,571         7,708,137         4,449,169    
Value of distributions reinvested                                            --           110,535             5,534   
Cost of shares redeemed                                                      --          (289,717)         (105,265)  
                                                                ---------------   ---------------   ---------------   
Net increase from trust share transactions                            8,383,571         7,528,955         4,349,438   
                                                                ---------------   ---------------   ---------------   
Net increase in net assets                                            9,359,747         9,978,308         4,226,371   
Net Assets                                                                                                            
Beginning of year                                                       500,000**       4,720,027           493,656   
                                                                ---------------   ---------------   ---------------   
End of year+                                                    $     9,859,747   $    14,698,335   $     4,720,027   
                                                                ===============   ===============   ===============   
 +Includes undistributed net investment income of               $       209,332   $       380,800   $       110,079   
                                                                ===============   ===============   ===============   
 (a)Trust Shares Issued and Redeemed
Sold                                                                    754,138           755,204           474,683     
Issued for distributions reinvested                                          --            11,709               600     
Redeemed                                                                     --           (28,182)          (11,306)    
                                                                ---------------   ---------------   ---------------   
Net increase in shares outstanding                                      754,138           738,731           463,977     
                                                                ===============   ===============   ===============   

* 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


<PAGE>



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


<PAGE>



Revenue Code applicable to investment companies, and to make sufficient
distributions of income and capital gains (in excess of any available capital
loss carryovers) to relieve 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


<PAGE>



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 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>


<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


<PAGE>



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.

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.


<PAGE>



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.

Independent Auditor's Report

To the Shareholders and Trustees of
First Investors Life Series Fund

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the ten funds comprising First Investors Life Series Fund as of December 31,
1995, and the results of their operations, changes in their net assets and
financial highlights for each of the respective periods presented, in conformity
with generally accepted accounting principles.

Tait, Weller & Baker

Philadelphia, Pennsylvania
January 31, 1996


<PAGE>











                    Financial Statements as of June 30, 1996









<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE BLUE CHIP FUND  
June 30, 1996

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
                                                                      $10,000 of
Shares    Security                                         Value      Net Assets
- --------------------------------------------------------------------------------
<S>           <C>                                          <C>              <C> 
          COMMON STOCKS--86.2%
          Basic Industry--5.6%
    6,300     AlliedSignal, Inc.                           $  359,888       $ 44
    6,100     *Alumax, Inc.                                   185,287         23
    3,800     Aluminum Company of America                     218,025         27
    6,500     Avery Dennison Corporation                      356,687         44
   10,300     Barrick Gold Corporation                        279,388         34
    5,650     Dow Chemical Company                            429,400         53
    7,700     Du Pont (E.I.) de Nemours & Company             609,262         75
    8,800     Freeport-McMoRan Copper & Gold, Inc. Class "B        34
    6,800     IMC Global, Inc.                                255,850         32
    3,900     Mead Corporation                                202,312         25
    6,100     Minnesota Mining & Manufacturing Company        420,900         52
    6,000     Monsanto Company                                195,000         24
    7,700     Morton International, Inc.                      286,825         35
    3,500     Nucor Corporation                               177,188         22
    4,600     Sigma-Aldrich Corporation                       246,100         30
- --------------------------------------------------------------------------------
                                                            4,502,612        554
- --------------------------------------------------------------------------------
          Capital Goods--9.3%
    5,200     Boeing Company                                  453,050         56
    2,700     Caterpillar, Inc.                               182,925         22

</TABLE>


<PAGE>

<TABLE>

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
                                                                      $10,000 of
Shares    Security                                          Value     Net Assets
- --------------------------------------------------------------------------------
<S>           <C>                                           <C>           <C>   
    4,900     Danaher Corporation                             213,150         26
    2,300     Eaton Corporation                               134,837         18
    3,100     Emerson Electric Company                        280,162         34
    6,100     Fluor Corporation                               398,787         49
   25,200     General Electric Company                      2,179,800        268
    4,200     General Signal Corporation                      159,075         20
    5,700     Grainger (W.W.), Inc.                           441,750         54
    8,700     Harnischfeger Industries, Inc.                  289,275         36
    7,100     Ingersoll-Rand Company                          310,625         38
   18,700     Laidlaw, Inc. Class "B"                         189,337         23
    3,200     Lockheed Martin Corporation                     268,800         33
   21,600     Loral Space & Communications                    294,300         36
    7,200     Raytheon Company                                371,700         46
   10,000     *Tyco International Ltd.                        407,500         50
    3,600     United Technologies Corporation                 414,000         51
    6,000     *Varity Corporation                             288,750         36
    8,800     WMX Technologies, Inc.                          288,200         35
- --------------------------------------------------------------------------------
                                                            7,566,023        931
- --------------------------------------------------------------------------------
          Consumer Durables--2.4%
   12,300     Corning, Inc.                                   472,012         58
   16,150     Ford Motor Company                              522,856         64
    9,900     General Motors Corporation                      518,512         64
    5,100     Goodyear Tire & Rubber Company                  246,075         30
    7,450     Masco Corporation                               225,363         28
- --------------------------------------------------------------------------------
                                                            1,984,818        244
- --------------------------------------------------------------------------------
          Consumer Non-Durables--17.6%
   12,200     Abbott Laboratories                             530,700         65
    8,600     American Home Products Corporation              517,075         64
    6,900     Anheuser-Busch Cos., Inc.                       517,500         64
    7,400     Bristol-Myers Squibb Company                    666,000         82
   38,000     Coca-Cola Company                             1,857,250        228
    6,200     Columbia/HCA Healthcare Corporation             330,925         41
    5,300     CPC International, Inc.                         381,600         47
    5,350     Eastman Kodak Company                           415,962         51

</TABLE>

<PAGE>




<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
                                                                      $10,000 of
Shares    Security                                            Value   Net Assets
- --------------------------------------------------------------------------------
<S>             <C>                                         <C>            <C>   
     8,400      Eli Lilly & Company                           546,000         67
     3,800      General Mills, Inc.                           207,100         25
     6,900      Gillette Company                              430,387         53
    10,050      Heinz (H.J.) Company                          305,269         38
    18,800      Johnson & Johnson                             930,600        114
     3,100      Kellogg Company                               227,075         28
     5,200      Kimberly-Clark Corporation                    401,700         49
     3,800      Medtronic, Inc.                               212,800         26
    12,000      Merck & Company, Inc.                         775,500         95
    12,500      Newell Company                                382,812         47
     3,900      Nike, Inc. Class "B"                          400,725         49
    27,700      PepsiCo, Inc.                                 979,887        121
     8,700      Philip Morris Cos., Inc.                      904,800        111
    10,000      Procter & Gamble Company                      906,250        112
     5,400      Schering-Plough Corporation                   338,850         42
     8,800      *Tenet Healthcare Corporation                 188,100         23
     3,800      Unilever N.V.                                 551,475         68
     4,000      United Healthcare Corporation                 202,000         25
     4,000      Warner-Lambert Company                        220,000         27
- --------------------------------------------------------------------------------
                                                           14,328,342      1,762
- --------------------------------------------------------------------------------
          Consumer Services--10.1%
   24,600     *Federated Department Stores, Inc.              839,475        103
    6,700     Home Depot, Inc.                                361,800         44
   19,650     *Infinity Broadcasting Corporation              589,500         73
    3,900     ITT Corporation                                 258,375         32
    3,900     ITT Hartford Group, Inc.                        207,675         26
    6,000     *Kroger Company                                 237,000         29
    4,250     Marriott International, Inc.                    228,437         28
    9,356     Mattel, Inc.                                    267,815         33
   10,150     McDonald's Corporation                          474,512         58
    5,800     McGraw-Hill Companies, Inc.                     265,350         33
   12,700     *Price/Costco, Inc.                             274,637         34
    5,200     Sears, Roebuck and Company                      252,850         31
   13,400     Talbots, Inc.                                   433,825         53
   10,625     *Tele-Communications, Inc., Liberty Media
              Group Class "A"                                 281,563         35
   16,100     *Tele-Communications, Inc., TCI Group Class "   291,813         36
    5,400     Time Warner, Inc.                               211,950         26
    8,100     Tribune Company                                 588,263         72
    5,000     *Viacom, Inc. Class "B"                         194,375         24

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
                                                                      $10,000 of
Shares    Security                                            Value   Net Assets
- --------------------------------------------------------------------------------
<S>           <C>                                             <C>          <C>
    6,400     *Vons Companies, Inc.                           239,200         29
   22,900     Wal-Mart Stores, Inc.                           581,088         71
    5,000     Walgreen Company                                167,500         21
    9,800     Walt Disney Company                             616,175         76
   13,800     *Woolworth Corporation                          310,500         38
- --------------------------------------------------------------------------------
                                                            8,173,678      1,005
- --------------------------------------------------------------------------------
          Energy--8.8%
    7,100     Amoco Corporation                               513,863         63
   10,700     Baker Hughes, Inc.                              351,763         43
    2,700     Burlington Resources, Inc.                      116,100         14
    9,400     Chevron Corporation                             554,600         68
    6,000     Dresser Industries, Inc.                        177,000         22
   10,100     Enron Corporation                               412,838         51
   13,500     Exxon Corporation                             1,172,812        144
    3,200     Halliburton Company                             177,600         22
    4,600     Kerr-McGee Corporation                          280,025         34
    7,100     Mobil Corporation                               796,088         98
    7,900     Royal Dutch Petroleum Company                 1,214,625        149
    5,600     Schlumberger Ltd.                               471,800         58
    7,800     Sonat, Inc.                                     351,000         44
    3,500     Texaco, Inc.                                    293,563         36
    9,000     Unocal Corporation                              303,750         38
- -------------------------------------------------------------------------------
                                                            7,187,427        884
- -------------------------------------------------------------------------------
          Financial--12.1%
    6,950     American Express Company                        310,144         38
    8,100     American International Group, Inc.              798,863         98
    9,300     American Re Corporation                         417,338         51
   16,500     Banc One Corporation                            561,000         70
    8,000     Bank of Boston Corporation                      396,000         50
    6,600     BankAmerica Corporation                         499,950         61
   11,900     Charles Schwab Corporation                      291,550         36
    9,768     Chase Manhattan Corporation                     689,865         85
    5,800     Chubb Corporation                               289,275         36
    9,200     Citicorp                                        760,150         93
    5,400     Dean Witter Discover & Company                  309,150         38



</TABLE>

<PAGE>
<TABLE>

<S>           <C>                                             <C>          <C>
   25,500     Federal National Mortgage Association           854,250        105
    9,800     First Union Corporation                         596,575         73
    2,400     General Re Corporation                          365,400         45
   30,800     Hibernia Corporation Class "A"                  334,950         41
    4,100     Merrill Lynch & Company, Inc.                   267,013         33
    6,900     NationsBank Corporation                         570,113         70
   14,000     Norwest Corporation                             488,250         60
    8,800     Salomon, Inc.                                   387,200         48
    4,700     Torchmark Corporation                           205,625         25
   28,000     USF&G Corporation                               458,500         56
- --------------------------------------------------------------------------------
                                                            9,851,161      1,212                                 
- --------------------------------------------------------------------------------
          Food Wholesalers--.5%
   11,500     Sysco Corporation                               393,875         48
- --------------------------------------------------------------------------------
          Health Care/Miscellaneous--1.0%
   38,600     *Cardiovascular Dynamics, Inc.                  472,850         58
    6,900     *Nellcor Puritan Bennett, Inc.                  334,650         41
- --------------------------------------------------------------------------------
                                                              807,500         99
- --------------------------------------------------------------------------------
          Technology--11.9%
    7,600     *Adaptec, Inc.                                  360,050         44
    9,100     *Airtouch Communications, Inc.                  257,075         32
   23,300     A T & T Corp.                                 1,444,600        178
    9,800     *Cisco Systems, Inc.                            554,925         68
    2,100     Computer Associates International, Inc.         149,625         18
    8,300     First Data Corporation                          660,888         81
    7,600     Hewlett-Packard Company                         757,150         93
   11,600     Intel Corporation                               851,875        105
    8,800     International Business Machines Corporation     871,200        107
    7,500     *LSI Logic Corporation                          195,000         24
    9,900     MCI Communications Corporation                  253,688         32
    8,400     *Microsoft Corporation                        1,009,050        124
    6,000     Motorola, Inc.                                  377,250         46
    7,100     *National Semiconductor Corporation             110,050         14


</TABLE>


<PAGE>
<TABLE>

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

   16,675     *Oracle Corporation                             657,620         81
    6,300     *Seagate Technology, Inc.                       283,500         35
    5,100     Sprint Corporation                              214,200         26
    6,510     Vishay Intertechnology, Inc.                    153,799         19
   10,200     Xerox Corporation                               545,700         67
- --------------------------------------------------------------------------------
                                                            9,707,245      1,194
- --------------------------------------------------------------------------------
          Transportation--1.7%
    4,500     *AMR Corporation                                409,500         50
    2,400     Burlington Northern, Inc.                       194,100         24
    1,000     *Genesee & Wyoming, Inc. Class "A"               20,500          2
   13,000     Ryder System, Inc.                              365,625         45
    6,000     Union Pacific Corporation                       419,250         52
- --------------------------------------------------------------------------------
                                                            1,408,975        173
- --------------------------------------------------------------------------------
          Utilities--5.2%
    3,400     Bell Atlantic Corporation                       216,750         27
    8,800     BellSouth Corporation                           372,900         46
    8,700     Carolina Power & Light Company                  330,600         41
   15,100     CINergy Corporation                             483,200         59
   10,400     Duke Power Company                              533,000         66
   12,700     FPL Group, Inc.                                 584,200         71
   13,600     GTE Corporation                                 608,600         75
    3,600     NYNEX Corporation                               171,000         21
    9,800     PacifiCorp                                      218,050         27
    4,900     SBC Communications, Inc.                        241,325         30
   10,500     Texas Utilities Company                         448,875         55
- --------------------------------------------------------------------------------
                                                            4,208,500        518
- --------------------------------------------------------------------------------
          Total Value of Common Stocks (cost $53,488,043)  70,120,156      8,624
- --------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
Principal                                                             $10,000 of
Amount    Security                                            Value   Net Assets
- --------------------------------------------------------------------------------
<S>       <C>                                                 <C>          <C>
          CONVERTIBLE BONDS--.5%
$ 500M        Bell Sports Corporation, 
              4 1/4%, 11/15/2000 (cost $435,090)              376,250         47
- --------------------------------------------------------------------------------

          SHORT-TERM CORPORATE NOTES--9.8%
  700M        BellSouth Telecommunications, Inc.,
                 5.32%, 7/23/96                               697,724         86
  800M        BellSouth Telecommunications, Inc.,
                 5.35%, 8/20/96                               794,055         98
  450M        Du Pont (E.I.) de Nemours & Co.,
                 5.31%, 7/16/96                               449,004         55
  600M        Du Pont (E.I.) de Nemours & Co.,
                 5.31%, 7/23/96                               598,053         74
  900M        Ford Motor Credit Co.,
                 5.39%, 8/27/96                               892,319        109
  900M        General Electric Capital Corp.,
                 5.37%, 8/22/96                               893,019        110
1,200M        National Rural Utilities Cooperative
                 Finance Corp., 5.35%, 8/5/96               1,193,759        147
  400M        Sandoz Corp., 5.33%, 7/31/96                    398,223         48
  800M        SmithKline Beecham Corp., 
                 5.28%, 7/16/96                               798,240         98
 1,25M        The Stanley Works,
                 5.37%, 8/19/96                             1,240,864        153
- --------------------------------------------------------------------------------
              Total Value of Short-Term Corporate Notes 
               (cost $7,955,260)                            7,955,260        978
- --------------------------------------------------------------------------------
Total Value of Investments (cost $61,878,393)     96.5%    78,451,666      9,649
Other Assets, Less Liabilities                     3.5      2,854,949        351
- --------------------------------------------------------------------------------
Net Assets                                       100.0%   $81,306,615    $10,000
================================================================================

</TABLE>

* Non-income producing


See notes to financial statements

<PAGE>




<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE CASH MANAGEMENT FUND  
June 30, 1996    

- -------------------------------------------------------------------------------------------------
                                                                                           Amount
                                                                                         Invested
                                                                                         For Each
Principal                                                          Interest            $10,000 of
Amount    Security                                                   Rate*     Value   Net Assets
- -------------------------------------------------------------------------------------------------
<S>      <C>                                                         <C>      <C>            <C>
          SHORT-TERM CORPORATE NOTES--97.8%
$150M            Ameritech Corporation, 8/5/96                       5.26%    $149,233       $386
 100M            Associates Corp. of North America, 2/13/97          5.11      101,244        262
 180M            Baltimore Gas & Electric Company, 8/16/96           5.35      178,770        463
 190M            Brown-Forman Corporation, 8/2/96                    5.33      189,100        489
 175M            Central Louisiana Electric Company, 7/8/96          5.32      174,819        453
 190M            Dresser Industries, Inc., 7/31/96                   5.37      189,149        490
 150M            Ford Motor Credit Company, 7/26/96                  5.32      149,446        387
  75M            Hewlett Packard Company, 7/19/96                    5.05       74,811        194
 185M            Hitachi America, Ltd., 7/15/96                      5.28      184,620        478
 150M            Illinois Tool Works, Inc., 7/16/96                  5.28      149,670        387
 200M            Massachusetts Electric Company, 7/17/96             5.11      199,546        517
 175M            McGraw-Hill, Inc., 9/10/96                          5.30      173,171        448
 150M            Merck & Company, Inc., 8/14/96                      5.59      150,359        389
 190M            MetLife Funding, Inc., 7/23/96                      5.26      189,389        490
 100M            Nalco Chemical Company, 8/21/96                     5.40       99,235        257
 175M            National Rural Utilities Cooperative
                 Financial Corporation, 7/30/96                      5.27      174,257        451
 175M            Penney (J.C.) Funding Corporation, 7/10/96          5.32      174,767        452
 150M            PepsiCo, Inc., 9/20/96                              5.38      148,184        384
 150M            Pitney Bowes Credit, Inc., 8/19/96                  5.36      148,905        385
 100M            PPG Industries, Inc., 7/22/96                       5.33       99,689        258
 150M            Republic New York Corporation, 7/31/96              5.23      149,346        387
 175M            Sandoz Corporation, 8/13/96                         5.36      173,880        450
 175M            Schering Corporation, 9/24/96                       5.38      172,777        447
 184M            TDK U.S.A. Corporation, 7/2/96                      5.40      183,973        476
- -------------------------------------------------------------------------------------------------
          Total Value of Short-Term Corporate Notes 
          (cost $3,778,340)                                                  3,778,340      9,780
- -------------------------------------------------------------------------------------------------
          U.S. GOVERNMENT AGENCIES--2.6%
 100M            Tennessee Valley Authority, 9/9/96 
                 (cost $101,331)                                     5.51      101,331        262
- -------------------------------------------------------------------------------------------------
Total Value of Investments (cost $3,879,671)                        100.4%   3,879,671     10,042
Excess of Liabilities Over Other Assets                               (.4)     (16,329)       (42)
- -------------------------------------------------------------------------------------------------
Net Assets                                                          100.0%  $3,863,342    $10,000
=================================================================================================
</TABLE>

* The interest rate shown is the effective rate at the time of purchase.


See notes to financial statements





<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE DISCOVERY FUND  
June 30, 1996    

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
Principal                                                             $10,000 of
Shares    Security                                            Value   Net Assets
- --------------------------------------------------------------------------------
<S>       <C>                                               <C>             <C>
          COMMON STOCKS--85.6%
          Basic Industry--1.5%
    19,500       *American Buildings Company                $ 570,375       $93
    29,700       *Repap Enterprises, Inc.                     113,231        18
     9,000       Schulman (A.), Inc.                          220,500        36
- --------------------------------------------------------------------------------
                                                              904,106       147
- --------------------------------------------------------------------------------
          Capital Goods--2.8%
    14,200       Columbus McKinnon Corporation                221,875        36
    11,200       *Jacobs Engineering Group, Inc.              295,400        48
     8,400       Millipore Corporation                        351,750        57
    29,800       *Superior Services, Inc.                     506,600        82
     7,100       Tecumseh Products Company                    381,625        62
- --------------------------------------------------------------------------------
                                                            1,757,250       285
- --------------------------------------------------------------------------------
          Consumer Durables--2.4%
     9,500       Corning, Inc.                                364,563        59
    56,800       *Fortress Group, Inc.                        497,000        81
    14,200       *Innotech, Inc.                              158,863        26
    12,600       The Rival Company                            289,800        47
     9,800       Titan Wheel International, Inc.              156,800        25
- --------------------------------------------------------------------------------
                                                            1,467,026       238
- --------------------------------------------------------------------------------
           Consumer Non-Durables--1.3%
    10,200       Dreyer's Grand Ice Cream, Inc.               321,300        52
    15,700       Richfood Holdings, Inc.                      510,250        83
- --------------------------------------------------------------------------------
                                                              831,550       135
- --------------------------------------------------------------------------------
          Consumer Services--15.6%
    14,700       *Barnes & Noble, Inc.                        527,363        86
    20,200       *Bell Sports Corporation                     146,450        24
    14,200       *Buffets, Inc.                               173,950        28
    23,000       *Cannondale Corporation                      465,750        76
    23,900       *Cinar Films, Inc. Class "B"                 519,825        84
    14,250       *CUC International, Inc.                     505,875        82
    20,400       Equifax, Inc.                                535,500        87
     5,600       *Evergreen Media Corporation Class "A"       239,400        39
    10,600       *Federated Department Stores, Inc.           361,725        59
    21,000       *Franklin Electronic Publishers, Inc.        420,000        68
    15,000       Gaylord Entertainment Company Class "A"      423,750        69
     9,700       *Gymboree Corporation                        295,850        48
    24,900       *Home Shopping Network, Inc.                 298,800        49
    18,800       *Prime Hospitality Corporation               310,200        50
    20,300       Rite-Aid Corporation                         603,925        98
    10,500       *Scientific Games Holdings Corporation       304,500        49
     9,000       Talbots, Inc.                                291,375        47
    24,300       *Tele-Communications, Inc.,
                 Liberty Media Group Class "A"                643,950       105
    37,700       *Tele-Communications, Inc.,
                 TCI Group Class "A"                          683,312       111
    14,200       *Travis Boats & Motors, Inc.                 129,575        21
    29,400       *U.S. Office Products Company              1,234,800       200
    12,900       *Viacom, Inc. Class "B"                      501,487        81
- --------------------------------------------------------------------------------
                                                            9,617,362     1,561
- --------------------------------------------------------------------------------
          Financial--6.8%
    26,800       Ambassador Apartments, Inc.                  452,250        73
    26,100       *American Travellers Corporation             600,300        97
     6,100       Boatmen's Bancshares, Inc.                   244,762        40
    16,100       *Cal Fed Bancorp, Inc.                       293,825        48
     2,800       HUBCO, Inc.                                   59,150        10
    20,700       Independent Bank Corporation                 160,425        26
     6,500       Mark Twain Bancshares, Inc.                  240,500        39
     5,700       Mercantile Bancorporation, Inc.              253,650        41
    25,500       *NHP, Inc.                                   525,937        85
     6,300       Redwood Trust, Inc.                          176,400        29
    17,050       Reliance Group Holdings, Inc.                127,875        21
     7,182       Southern National Corporation                228,028        37
    22,350       Titan Holdings, Inc.                         312,900        51
    11,400       USF&G Corporation                            186,675        30
    25,300       Willis Corroon Group PLC (ADR)               300,437
        49
- --------------------------------------------------------------------------------
                                                            4,163,114       676
- --------------------------------------------------------------------------------
          Health Care/Miscellaneous--16.4%
     5,600       *American Homepatient, Inc.                  247,800        40
    14,200       *American Medical Response, Inc.             500,550        81
    14,200       *Anesta Corporation                          173,950        28
    29,700       *Applied Bioscience International, Inc.      311,850        51
    11,700       *Arbor Health Care Company                   318,825        52
    21,200       *Atrix Laboratories, Inc.                    212,000        34
       800       *Biopsys Medical, Inc.                        16,000         3
     5,000       Cardinal Health, Inc.                        360,625        60
     8,500       *Cardiovascular Dynamics, Inc.               104,125        17
    19,600       *CIMA Labs, Inc.                             147,000        24
    14,100       *Coventry Corporation                        222,075        36
       400       *CRA Managed Care, Inc.                       17,900         3
    11,000       Dentsply International, Inc.                 467,500        76
     4,300       *Endosonics Corporation                       76,862        12
    34,200       *Ethical Holdings PLC (ADR)                  333,450        54
    15,000       Fisher Scientific International              562,500        91
    10,500       *GMIS, Inc.                                  126,000        20
    15,150       *Health Care & Retirement Corporation        359,812        58
    14,200       *HemaSure, Inc.                              198,800        32
    23,200       *ICU Medical, Inc.                           319,000        52
    14,200       *Ligand Pharmaceuticals Class "B"            236,075        38
    12,400       *Living Centers of America, Inc.             426,250        70
    27,100       *Noven Pharmaceuticals, Inc.                 433,600        70
     7,100       *Pediatric Services of America, Inc.         161,525        26
    13,400       *Perrigo Company                             150,750        24
    22,000       *Physician Support Systems, Inc.             497,750        81
     7,300       *Rural/Metro Corporation                     250,025        41
    18,300       *Sunquest Information Systems, Inc.          274,500        45
    15,500       Teva Pharmaceutical Industries Ltd. (ADR)    587,062        95
    14,200       *Vencor, Inc.                                433,100        70
    44,700       *VidaMed, Inc.                               569,925        93
    17,500       *VISX, Inc.                                  597,187        97
    10,500       *Watson Pharmaceuticals, Inc.                397,687        65
- --------------------------------------------------------------------------------
                                                           10,092,060     1,639
- --------------------------------------------------------------------------------
          Technology--28.3%
     7,000       *Acxiom Corporation                          238,875        39
    11,800       *Adaptec, Inc.                               559,025        91
    28,400       *Applied Microsystems Corporation            497,000        81
     7,000       *Astea International, Inc.                   169,750        28
    12,200       AVX Corporation                              225,700        37
    13,600       *BISYS Group, Inc.                           513,400        82
    11,200       *Catalyst International, Inc.                128,800        21
    14,200       *Checkfree Corporation                       282,225        46
     8,500       *CHS Electronics, Inc.                       114,750        19
     6,850       Computer Associates International, Inc.      488,063        79
    12,000       *Control Data Systems, Inc.                  256,500        42
    14,600       *Cylink Corporation                          251,850        41
    20,500       *Discreet Logic, Inc.                        138,375        22
    25,100       *EMC Corporation                             467,488        76
    15,900       *FileNet Corporation                         580,350        94
     7,100       *Fourth Shift Corporation                     47,038         8
    30,200       *Fulcrum Technologies, Inc.                  388,825        62
    14,200       *Gandalf Technologies, Inc.                  113,600        18
    16,100       *GT Interactive Software Corporation         269,675        44
     9,600       HBO & Company                                650,400       106
     5,600       *HCIA, Inc.                                  352,800        57
    28,400       *Health Systems Design Corporation           418,900        68
     8,300       *IDX Systems Corporation                     323,700        52
    14,800       *Informix Corporation                        333,000        54
    24,000       *INTERSOLV                                   222,000        36
     2,800       *Itron, Inc.                                  79,450        13
    23,300       *JDA Software Group, Inc.                    480,563        78
    18,200       *LSI Logic Corporation                       473,200        77
    11,400       *MEMC Electronic Materials, Inc.             441,750        72
     4,900       *Metatec Corporation                          50,225         8
     5,300       *Microsoft Corporation                       636,663       103
     6,000       Motorola, Inc.                               377,250        61
    33,400       *National Semiconductor Corporation          517,700        84
     9,900       *Optical Data Systems, Inc.                  217,800        35
    22,025       *Oracle Corporation                          868,611       141
       187       *Radius, Inc.                                    514       --
    12,500       Reynolds & Reynolds Company                  665,625       108
     9,700       *Seagate Technology, Inc.                    436,500        71
    11,300       *SoftKey International, Inc.                 213,994        35
    24,100       *Softquad International, Inc.                133,680        22
     2,800       *Stanford Telecommunications, Inc.           157,500        26
     5,400       *Sterling Software, Inc.                     415,800        68
     5,100       *Sunguard Data Systems, Inc.                 204,638        33
    29,000       *Symantec Corporation                        362,500        59
    43,500       *SystemSoft Corporation                    2,044,500       332
    14,100       *ULTRADATA Corporation                       109,275        18
    11,400       *Veritas Software Corporation                490,200        80
- --------------------------------------------------------------------------------
                                                           17,410,027     2,827
- --------------------------------------------------------------------------------
          Telecommunications--5.9%
     7,400       *Cisco Systems, Inc.                         419,025        68
    16,900       *Colonial Data Technologies Corporation      251,388        41
    30,800       ECI Telecommunications Limited Designs       716,100       116
    28,400       Ericsson (L.M.) Telephone Company
                 Class "B" (ADR)                              610,600        98
    28,300       *Octel Communications Corporation            558,925        91
    24,000       *Saville Systems Ireland (ADR)               663,000       108
    60,400       *USCI, Inc.                                  392,600        64
- --------------------------------------------------------------------------------
                                                            3,611,638       586
- --------------------------------------------------------------------------------
          Transportation--3.5%
    10,700       *Fritz Companies, Inc.                       345,075        56
    26,400       Interpool, Inc.                              481,800        78
     8,500       *Landstar System, Inc.                       246,500        40
    31,500       Stolt-Nielson S.A. (ADR)                     586,688        95
    66,100       Transportacion Maritima Mexicana, S.A.
                 de C.V. (ADR)                                487,488        80
- --------------------------------------------------------------------------------
                                                            2,147,551       349
- --------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
Shares or                                                               For Each
Principal                                                             $10,000 of
Amount    Security                                            Value   Net Assets
- --------------------------------------------------------------------------------
<S>        <C>                                             <C>             <C>
       Utilities--1.1%
31,600    PacifiCorp                                          703,100        114
                                                                             ---
          Total Value of Common Stocks (cost $45,440,678)  52,704,784     8,557
- --------------------------------------------------------------------------------
                 SHORT-TERM CORPORATE NOTES--10.7%
$1,000M          Air Products & Chemicals, Inc., 
                 5.30%, 7/2/96                                999,853       162
 1,000M          BellSouth Telecommunications, Inc., 
                 5.35%, 8/20/96                               992,570       161
   650M          Dresser Industries, Inc., 
                 5.30%, 7/1/96                                650,000       106
 1,250M          Du Pont (E.I.) de Nemours & Co., 
                 5.28%, 7/15/96                             1,247,433       203
   800M          Ford Motor Credit Co., 
                 5.36%, 8/15/96                               794,640       129
   300M          General Electric Capital Corp., 
                 5.37%, 8/6/96                                298,389       48
   600M          Penney (J.C.) Funding Corp., 
                 5.34%, 7/29/96                               597,508       97
 1,000M          PPG Industries, Inc., 
                 5.33%, 7/22/96                               996,890       162
- --------------------------------------------------------------------------------
          Total Value of Short-Term Corporate Notes 
          (cost $6,577,283)                                 6,577,283     1,068
- --------------------------------------------------------------------------------
Total Value of Investments (cost $52,017,961)  96.3%       59,282,067     9,625
Other Assets, Less Liabilities                  3.7         2,308,143       375
- --------------------------------------------------------------------------------
Net Assets                                    100.0%      $61,590,210   $10,000
================================================================================
</TABLE>


* Non-income producing


See notes to financial statements

<PAGE>



<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE GOVERNMENT FUND  
June 30, 1996    

- ----------------------------------------------------------------------------------------------------------------
                                                                                                          Amount
                                                                                                        Invested
                                                                                                        For Each
Principal                                                                                             $10,000 of
Amount    Security                                                                           Value    Net Assets
- ----------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                            <C>              <C>
          MORTGAGE-BACKED CERTIFICATES--61.3%
  $  37M       Federal Home Loan Mortgage Corp., 6 1/2%, 4/1/2024                       $   34,519       $    37
    133M       Federal Home Loan Mortgage Corp., 6 1/2%, 6/1/2024                          124,773           135
  1,027M       Federal Home Loan Mortgage Corp., 6 1/2%, 9/1/2024                          969,549         1,046
    750M       Federal National Mortgage Association, 9%, 10/1/2020                        788,281           851
  1,328M       Government National Mortgage Association, 6 1/2%, 10/15/2008              1,296,926         1,400
    565M       Government National Mortgage Association, 7%, 3/15/2023                     546,008           589
    526M       Government National Mortgage Association, 7%, 7/15/2023                     507,945           548
    994M       Government National Mortgage Association, 7 1/2%, 11/15/2025                981,015         1,059
    113M       Government National Mortgage Association, 11 1/2%, 10/15/2012               127,265           137
    270M       Government National Mortgage Association, 11 1/2%, 5/15/2015                305,173           329
- ----------------------------------------------------------------------------------------------------------------
          Total Value of Mortgage-Backed Certificates (cost $5,758,769)                  5,681,454         6,131
- ----------------------------------------------------------------------------------------------------------------
          U.S. GOVERNMENT AGENCY OBLIGATIONS--22.8%
  1,000M       Federal Farm Credit Banks, 8.65%, 10/1/1999                               1,063,188         1,148
  1,000M       Federal National Mortgage Association, 8 1/2%, 2/1/2005                   1,046,323         1,129
- ----------------------------------------------------------------------------------------------------------------
Total Value of U.S. Government Agency Obligations (cost $2,198,984)                      2,109,511         2,277
- ----------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS--8.1%
    750M       U.S. Treasury Note, 6 1/2%, 5/31/2001 (cost $742,813)                       750,233           810
- ----------------------------------------------------------------------------------------------------------------
SHORT-TERM CORPORATE NOTES--3.9%
    130M       Ford Motor Credit Co., 5.37%, 7/8/96                                        129,864           140
    230M       Walt Disney Co., 5.27%, 7/3/96                                              229,941           248
- ----------------------------------------------------------------------------------------------------------------
          Total Value of Short-Term Corporate Notes (cost $359,805)                        359,805           388
- ----------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $9,060,371)                              96.1%          8,901,003         9,606
Other Assets, Less Liabilities                                             3.9             365,221           394
- ----------------------------------------------------------------------------------------------------------------
Net Assets                                                               100.0%         $9,266,224       $10,000
================================================================================================================
</TABLE>


See notes to financial statements

<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE GROWTH FUND  
June 30, 1996    

- --------------------------------------------------------------------------------
                                                                         Amount
                                                                       Invested
                                                                       For Each
                                                                     $10,000 of
Shares    Security                                            Value  Net Assets
- --------------------------------------------------------------------------------
<S>      <C>                                                   <C>           <C>
          COMMON STOCKS--97.4%
          Aerospace/Defense--1.8%
   5,500     Boeing Company                                    $ 479,187     $76
   5,900     United Technologies Corporation                     678,500     107
- --------------------------------------------------------------------------------
                                                               1,157,687     183
- --------------------------------------------------------------------------------
          Apparel/Textiles--.5%
   1,100     *Donna Karan International, Inc.                     30,800       5
   5,500     *Nine West Group, Inc.                              281,188      44
- --------------------------------------------------------------------------------
                                                                 311,988      49
- --------------------------------------------------------------------------------
          Banks--6.1%
   6,000     Associated Banc-Corp                                232,500      37
  11,000     Bancorp Hawaii, Inc.                                396,000      63
   4,500     Citicorp                                            371,812      59
   5,350     First Commercial Corporation                        164,512      26
   9,000     J.P. Morgan & Company, Inc.                         761,625     121
  11,300     NationsBank Corporation                             933,663     148
  15,000     State Street Boston Corporation                     765,000     121
   6,000     Wilmington Trust Corporation                        194,625      31
- --------------------------------------------------------------------------------
                                                               3,819,737     606
- --------------------------------------------------------------------------------
          Business Services--2.9%
  15,000     Dames & Moore, Inc.                                 181,875      29
   8,000     *DST Systems, Inc.                                  256,000      41
  13,500     Foster Wheeler Corporation                          605,812      96
   9,800     G & K Services, Inc. Class "A"                      279,300      44
   2,500     *Ionics, Inc.                                       117,500      19
  11,500     *Metromail Corporation                              257,313      41
   6,150     *Tetra Tech, Inc.                                   123,000      19
- --------------------------------------------------------------------------------
                                                               1,820,800     289
- --------------------------------------------------------------------------------
          Chemicals--3.3%
  10,600     Air Products and Chemicals, Inc.                    612,150      97
   5,000     Dow Chemical Company                                380,000      60
  21,600     Engelhard Corporation                               496,800      79
   6,800     Minerals Technologies, Inc.                         232,900      37
  15,000     Schulman (A.), Inc.                                 367,500      58
- --------------------------------------------------------------------------------
                                                               2,089,350     331
- --------------------------------------------------------------------------------
          Communications Equipment--3.2%
   2,900     *Cisco Systems, Inc.                                164,213      26
  20,000     *General Instrument Corporation                     577,500      92
  10,500     Nokia Corporation Class "A" (ADR)                   388,500      62
   9,400     *Teleport Communications Group, Inc. Class "A"      179,775      28
  16,000     *3COM Corporation                                   732,000     116
- --------------------------------------------------------------------------------
                                                               2,041,988     324
- --------------------------------------------------------------------------------
          Computers & Office Equipment--3.4%
   3,600     *Adaptec, Inc.                                      170,550      27
  18,000     *Compaq Computer Corporation                        886,500     140
  10,800     Hewlett-Packard Company                           1,075,950     171
- --------------------------------------------------------------------------------
                                                               2,133,000     338
- --------------------------------------------------------------------------------
          Drugs--6.6%
   8,000     Merck & Company, Inc.                               517,000      82
  12,500     Pfizer, Inc.                                        892,188     141
  15,000     Rhone-Poulenc Rorer Group, Inc.                   1,006,875     160
  14,000     Warner-Lambert Company                              770,000     122
  15,000     Zeneca Group PLC (ADR)                            1,008,750     160
- --------------------------------------------------------------------------------
                                                               4,194,813     665
- --------------------------------------------------------------------------------
          Electrical Equipment--2.9%
   8,500     General Electric Company                            735,250     117
  11,000     Hubbell, Inc. Class "B"                             728,750     116
   9,000     *Littlefuse, Inc.                                   337,500      53
- --------------------------------------------------------------------------------
                                                               1,801,500     286
- --------------------------------------------------------------------------------
          Electronics--3.6%
  17,700     AMP, Inc.                                           710,212     113
  14,000     Dallas Semiconductor Corporation                    253,750      40
  13,200     Intel Corporation                                   969,375     154
  13,000     *Maxim Integrated Products, Inc.                    355,063      56
- --------------------------------------------------------------------------------
                                                               2,288,400     363
- --------------------------------------------------------------------------------
          Energy Services--.9%
   6,600     Schlumberger Ltd.                                   556,050      88
- --------------------------------------------------------------------------------
          Energy Sources--4.6%
  13,300     Amoco Corporation                                   962,587     153
   8,000     *Barrett Resources Corporation                      238,000      38
  15,500     Burlington Resources, Inc.                          666,500     106
  30,000     Unocal Corporation                                1,012,500     160
- --------------------------------------------------------------------------------
                                                               2,879,587     457
- --------------------------------------------------------------------------------
          Entertainment Products--1.6%
   7,000     *Coleman Company, Inc. (New)                        296,625      47
   7,000     Harley-Davidson, Inc.                               287,875      46
  15,600     *Speedway Motorsports, Inc.                         399,750      63
- --------------------------------------------------------------------------------
                                                                 984,250     156
- --------------------------------------------------------------------------------
          Financial Services--3.9%
  20,000     American Express Company                            892,500     141
  33,280     Federal National Mortgage Association             1,114,880     177
   9,000     Morgan Stanley Group, Inc.                          442,125      70
- --------------------------------------------------------------------------------
                                                               2,449,505     388
- --------------------------------------------------------------------------------
          Food/Beverage/Tobacco--4.6%
   8,000     *Canandaigua Wine Company, Inc. Class "A"           240,000      38
  36,000     PepsiCo, Inc.                                     1,273,500     202
   5,500     Philip Morris Cos., Inc.                            572,000      91
  24,600     Sara Lee Corporation                                796,425     126
- --------------------------------------------------------------------------------
                                                               2,881,925     457
- --------------------------------------------------------------------------------
          Health Services--1.5%
     900     *American Medical Response, Inc.                     31,725       5
  33,000     *Beverly Enterprises                                396,000      63
   5,000     Columbia/HCA Healthcare Corporation                 266,875      42
   8,000     *Living Centers of America, Inc.                    275,000      44
- --------------------------------------------------------------------------------
                                                                 969,600     154
- --------------------------------------------------------------------------------
          Household Products--2.7%
  11,500     *Bush Boake Allen, Inc.                             250,125      40
  10,000     Kimberly-Clark Corporation                          772,500     122
   7,500     Procter & Gamble Company                            679,688     108
- --------------------------------------------------------------------------------
                                                               1,702,313     270
- --------------------------------------------------------------------------------
          Housing--.3%
  12,000     Juno Lighting, Inc.                                 204,000      32
- --------------------------------------------------------------------------------
          Insurance--4.6%
  15,000     Allstate Corporation                                684,375     108
   8,175     American International Group, Inc.                  806,259     128
   7,000     American Re Corporation                             314,125      50
   9,900     Frontier Insurance Group, Inc.                      341,550      54
  17,250     Travelers Group, Inc.                               787,031     125
- --------------------------------------------------------------------------------
                                                               2,933,340     465
- --------------------------------------------------------------------------------
          Machinery & Manufacturing--3.2%
   7,000     Caterpillar, Inc.                                   474,250      75
  11,500     Donaldson Company                                   296,125      47
   9,100     Minnesota Mining & Manufacturing Company            627,900     100
   8,000     *MSC Industrial Direct Company, Inc. Class "A"      258,000      41
   4,000     Nordson Corporation                                 226,000      36
   7,000     *Paxar Corporation                                  122,500      19
- --------------------------------------------------------------------------------
                                                               2,004,775     318
- --------------------------------------------------------------------------------
          Media--5.2%
  19,000     ADVO, Inc.                                          197,125      31
  35,000     Comcast Corporation Class "A"                       647,500     102
  12,000     Dun & Bradstreet Corporation                        750,000     119
   8,000     Gannett Company                                     566,000      90
   9,700     *Tele-Communications, Inc.,
             Liberty Media Group Class "A"                       257,050      41
  21,400     *Viacom, Inc. Class "B"                             831,925     132
- --------------------------------------------------------------------------------
                                                               3,249,600     515
- --------------------------------------------------------------------------------
          Medical Products--2.7%
  22,000     Abbott Laboratories                                 957,000     152
  16,000     *Biomet, Inc.                                       230,000      37
   9,500     Life Technologies, Inc.                             299,250      47
   5,000     *Nellcor Puritan Bennett, Inc.                      242,500      38
- --------------------------------------------------------------------------------
                                                               1,728,750     274
- --------------------------------------------------------------------------------
          Metals & Minerals--.4%
   6,000     *UCAR International, Inc.                           249,750      39
- --------------------------------------------------------------------------------
          Paper/Forest Products--1.1%
   8,000     Bemis Company, Inc.                                 280,000      45
  12,000     International Paper Company                         442,500      70
- --------------------------------------------------------------------------------
                                                                 722,500     115
- --------------------------------------------------------------------------------
          Retail--7.3%
  15,500     Arbor Drugs, Inc.                                   323,562      51
  13,000     *Barnes & Noble, Inc.                               466,375      74
   5,000     *Gymboree Corporation                               152,500      24
  11,000     Home Depot, Inc.                                    594,000      94
  18,000     May Department Stores Company                       787,500     125
   7,500     *OfficeMax, Inc.                                    179,062      28
  19,000     Rite Aid Corporation                                565,250      90
  11,800     *Saks Holdings, Inc.                                402,675      64
   9,300     Talbots, Inc.                                       301,088      48
  32,000     Wal-Mart Stores, Inc.                               812,000     129
- --------------------------------------------------------------------------------
                                                               4,584,012     727
- --------------------------------------------------------------------------------
          Software & Services--8.6%
   6,000     *American Management Systems, Inc.                  175,500      28
  18,000     Automatic Data Processing, Inc.                     695,250     110
   4,500     BGS Systems, Inc.                                   175,500      28
   8,000     *Bisys Group, Inc.                                  302,000      48
   9,600     *BMC Software, Inc.                                 573,600      91
     900     *Check Point Software Technologies Ltd.              21,600       4
  16,500     *Cognos, Inc.                                       379,500      60
   9,800     *Computer Sciences Corporation                      732,550     116
   6,600     First Data Corporation                              525,525      83
   6,300     *Microsoft Corporation                              756,788     120
  10,500     *Policy Management Systems Corporation              525,000      83
   4,500     *Sterling Software, Inc.                            346,500      55
  16,000     *Systems & Computer Technology Corporation          232,000      37
- --------------------------------------------------------------------------------
                                                               5,441,313     863
- --------------------------------------------------------------------------------
          Telephone--4.4%
  19,700     A T & T Corp.                                     1,221,400     194
   7,000     Century Telephone Enterprises                       223,125      35
  25,500     MCI Communications Corporation                      653,438     104
  13,500     SBC Communications, Inc.                            664,875     105
- --------------------------------------------------------------------------------
                                                               2,762,838     438
- --------------------------------------------------------------------------------
          Transportation--1.9%
  11,800     Air Express International Corporation               333,350      53
  11,000     Airborne Freight Corporation                        286,000      45
   5,000     M.S. Carriers, Inc.                                 102,500      16
   7,000     Union Pacific Corporation                           489,125      78
- --------------------------------------------------------------------------------
                                                               1,210,975     192
- --------------------------------------------------------------------------------
          Travel & Leisure--3.6%
   6,500     *Doubletree Corporation                             230,750      37
  10,500     *Landry's Seafood Restaurants, Inc.                 259,875      41
  18,000     McDonald's Corporation                              841,500     133
   6,300     *Quality Dining, Inc.                               206,325      33
  25,000     Southwest Airlines Company                          728,125     115
- --------------------------------------------------------------------------------
                                                               2,266,575     359
- --------------------------------------------------------------------------------
          Total Value of Common Stocks (cost $50,421,120)     61,440,921   9,741
- --------------------------------------------------------------------------------
          REPURCHASE AGREEMENTS--2.3%
$1,444M   Lanston Aubrey Securities, Inc., 5.45%, 7/1/96, 
          (collateralized by U.S. Treasury Bonds, 
          12%, 8/15/2013, valued at $1,485M) 
          (cost $1,444,000)                                    1,444,000     229
- --------------------------------------------------------------------------------
Total Value of Investments (cost $51,865,120)     99.7%       62,884,921   9,970
Other Assets, Less Liabilities                      .3           189,905      30
- --------------------------------------------------------------------------------
Net Assets                                       100.0%      $63,074,826 $10,000
================================================================================
</TABLE>

* Non-income producing

See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE HIGH YIELD FUND  
June 30, 1996    

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
Principal                                                             $10,000 of
Amount    Security                                              Value Net Assets
- --------------------------------------------------------------------------------
<S>       <C>                                                   <C>         <C>
          CORPORATE BONDS--83.2%
          Aerospace/Defense--1.2%
  $ 500M    Howmet Corp., 10%, 2003 (Note 4)                    $527,500    $119
- --------------------------------------------------------------------------------
          Apparel/Textiles--1.3%
    600M    Westpoint Stevens, Inc., 9 3/8%, 2005                582,000     131
- --------------------------------------------------------------------------------
          Automotive--5.1%
    700M    Collins & Aikman Products Co., 11 1/2%, 2006         713,563     161
    800M    SPX Corp., 11 3/4%, 2002                             849,000     191
    700M    Walbro Corp., 9 7/8%, 2005                           691,250     156
- --------------------------------------------------------------------------------
                                                               2,253,813     508
- --------------------------------------------------------------------------------
          Chemicals--3.7%
    700M    Harris Chemical North America, Inc.,
            0%-10 1/4%, 2001                                     701,750     158
    600M    Rexene Corp., 11 3/4%, 2004                          624,000     141
    300M    Synthetic Industries, Inc., 12 3/4%, 2002            318,750      72
- --------------------------------------------------------------------------------
                                                               1,644,500     371
- --------------------------------------------------------------------------------
          Computers/Software/Business Equipment--1.2%
    500M    Bell & Howell Co., 10 3/4%, 2002                     532,500     120
- --------------------------------------------------------------------------------
          Consumer Products--1.6%
    700M    Herff Jones, Inc., 11%, 2005                         724,500     163
- --------------------------------------------------------------------------------
          Electrical Equipment--1.6%
    700M    Essex Group, Inc., 10%, 2003                         707,000     159
- --------------------------------------------------------------------------------
          Energy--8.4%
  1,000M    Clark R & M Holdings, Inc., 0%, 2000                 690,000     156
    700M    Falcon Drilling Co., Inc., 12 1/2%, 2005             780,500     176
    800M    Giant Industries, Inc., 9 3/4%, 2003                 791,000     178
    800M    United Meridian Corp., 10 3/8%, 2005                 830,000     187
    650M    Vintage Petroleum, Inc., 9%, 2005                    622,375     140
- --------------------------------------------------------------------------------
                                                               3,713,875     837
- --------------------------------------------------------------------------------
          Financial Services--1.7%
    700M    American Life Holding Co., 11 1/4%, 2004             740,250     167
- --------------------------------------------------------------------------------
          Food/Beverage/Tobacco--2.0%
    250M    Doane Products Co., 10 5/8%, 2006                    251,250      57
    600M    Van de Kamps, Inc. 12%, 2005                         640,500     144
- --------------------------------------------------------------------------------
                                                                 891,750     201
- --------------------------------------------------------------------------------
          Gaming/Lodging--1.6%
    700M    Showboat, Inc., 9 1/4%, 2008                         712,250     161
- --------------------------------------------------------------------------------
          Healthcare--10.4%
    750M    Abbey Healthcare Group, Inc., 9 1/2%, 2002           772,500     174
    700M    Dade International, Inc., 11 1/8%, 2006 (Note 4)     722,750     163
    700M    Genesis Healthcare, Inc., 9 3/4%, 2005               713,125     161
    600M    Integrated Health Services, Inc., 9 5/8%, 2002       597,000     135
    400M    Integrated Health Services, Inc., 10 3/4%, 2004      414,000      93
    500M    Mediq/PRN Life Support Services, Inc., 
            12 1/8%, 1999                                        537,500     121
    800M    Tenet Healthcare Corp., 10 1/8%, 2005                850,000     192
- --------------------------------------------------------------------------------
                                                               4,606,875   1,039
- --------------------------------------------------------------------------------
          Media/Cable Television--14.5%
  1,000M    Affiliated Newspaper Investments, 0%-13 1/4%, 2006   705,000     159
  1,000M    Bell Cablemedia PLC, 0%-11.95%, 2004                 712,500     161
    500M    Diamond Cable Communications PLC, 0%-11 3/4%, 2005   296,250      67
  1,400M    Echostar Communications Corp., 0%-12 7/8%, 2004     1,032,500    232
    500M    Garden State Newspapers, Inc., 12%, 2004             527,500     119
    750M    Outdoor Systems, Inc., 10 3/4%, 2003                 780,000     176
    400M    PanAmSat Capital Corp., 0%-11 3/8%, 2003             349,000      79
    500M    Rogers Cablesystems, Inc., 10%, 2005                 497,500     112
  1,000M    Sullivan Broadcasting, 10 1/4%, 2005                 950,000     213
    600M    World Color Press, Inc., 9 1/8%, 2003                585,000     132
- --------------------------------------------------------------------------------
                                                               6,435,250   1,450
- --------------------------------------------------------------------------------
          Mining/Metals--6.0%
    634M    Carbide/Graphite Group, Inc., 11 1/2%, 2003          678,380     153
    800M    Gulf States Steel Inc., 13 1/2%, 2003                708,000     160
    900M    WCI Steel, Inc., 10 1/2%, 2002                       918,000     206
    400M    Wheeling-Pittsburgh Steel Corp., 9 3/8%, 2003        372,000      84
- --------------------------------------------------------------------------------
                                                               2,676,380     603
- --------------------------------------------------------------------------------
          Miscellaneous--1.7%
    700M    Monarch Marking Systems, Inc., 12 1/2%, 2003         742,000     167
- --------------------------------------------------------------------------------
          Paper/Forest Products--10.1%
    500M    Container Corp., 11 1/4%, 2004                       516,250     116
    500M    Gaylord Container Corp., 11 1/2%, 2001               515,000     116
    800M    Rainy River Forest Products Co., Inc., 
            10 3/4%, 2001                                        842,000     190
    800M    Riverwood International, 10 1/4%, 2006               798,000     180
    800M    S.D. Warren Co., Inc., 12%, 2004                     852,000     192
  1,000M    Stone Container Corp., 9 7/8%, 2001                  975,000     220
- --------------------------------------------------------------------------------
                                                               4,498,250   1,014
- --------------------------------------------------------------------------------
          Retail-Food/Drug--1.8%
    800M    P&C Food Markets, Inc., 11 1/2%, 2001                784,000     177
- --------------------------------------------------------------------------------
          Retail-General Merchandise--1.5%
    750M    General Host Co., Inc., 11 1/2%, 2002                691,875     156
- --------------------------------------------------------------------------------
          Telecommunications--6.7%
  1,500M    American Communication Services, Inc., 
            0%-13%, 2005 (Note 4)                                840,000     189
    750M    CAI Wireless Systems, Inc., 12 1/4%, 2002            785,625     177
  1,100M    InterCel, Inc., 0%-12%, 2006                         600,875     135
    800M    Metrocall, Inc., 10 3/8%, 2007                       744,000     169
- --------------------------------------------------------------------------------
                                                               2,970,500     670
- --------------------------------------------------------------------------------
          Transportation--1.1%
    500M    Trism, Inc., 10 3/4%, 2000                           471,875     106
- --------------------------------------------------------------------------------
          Total Value of Corporate Bonds (cost $36,572,553)   36,906,943   8,319
- --------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
                                                                      $10,000 of
Shares    Security                                              Value Net Assets
- --------------------------------------------------------------------------------
<S>       <C>                                                   <C>         <C>
          COMMON STOCKS--.6%
          Financial Services--.2%
   4,000    *Olympic Financial Ltd.                               92,000      21
- --------------------------------------------------------------------------------
          Gaming/Lodging--.0%
   2,000    *Goldriver Hotel & Casino Corp., Series "B"             --      --
- --------------------------------------------------------------------------------
          Media/Cable Television--.4%
   1,000    *Affiliated Newspaper Investments                     30,500       7
   4,744    *Echostar Communications Corp., Class "A"            134,018      30
- --------------------------------------------------------------------------------
 164,518                                                                      37
- --------------------------------------------------------------------------------
            Total Value of Common Stocks (cost $49,286)          256,518      58
- --------------------------------------------------------------------------------
          PREFERRED STOCKS--7.5%
          Consumer Services--1.5%
     700    Time Warner, Inc., Series "K"                        689,500     155
- --------------------------------------------------------------------------------
          Financial Services--4.2%
   7,000    California Federal Bank, 10 5/8%, Series "B"         764,750     173
  10,000    First Nationwide Bank, 11 1/2%                     1,105,000     249
- --------------------------------------------------------------------------------
1,869,750                                                                    422
- --------------------------------------------------------------------------------
          Media/Cable Television--.9%
     337    PanAmSat Capital Corp., 12 3/4%                      385,979      87
- --------------------------------------------------------------------------------
          Paper/Forest Products--.9%
  10,800    *S.D. Warren Co., Inc., 14%                          383,400      86
- --------------------------------------------------------------------------------
            Total Value of Preferred Stocks (cost $3,040,878)  3,328,629     750
- --------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                          Amount
 Warrants                                                               Invested
       or                                                               For Each
Principal                                                             $10,000 of
   Amount Security                                             Value  Net Assets
- --------------------------------------------------------------------------------
<S>         <C>                                                 <C>         <C>
          WARRANTS--.4%                                                  
          Gaming/Lodging--.0%                                            
     200    *Goldriver Finance Corp., Liquidating Trust         1,400       --
   4,200    *President Riverboat Casinos, Inc.                           
             (expiring 9/23/96) (Note 4)                        4,200          1
- --------------------------------------------------------------------------------
                                                                5,600          1
- --------------------------------------------------------------------------------
          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)            32,400          7
- --------------------------------------------------------------------------------
          Retail-General Merchandise--.0%                                
     100    *Payless Cashways, Inc. (expiring 11/1/96)             10       --
- --------------------------------------------------------------------------------
          Telecommunications--.3%                                        
   1,500    *American Communication Services, Inc.                       
             (expiring 11/1/05) (Note 4)                      157,500         36
- --------------------------------------------------------------------------------
          Total Value of Warrants (cost $5,375)               195,910         44
- --------------------------------------------------------------------------------
          SHORT-TERM CORPORATE NOTES--3.8%                               
 $1,000M    Florida Power Corp., 5.45%, 7/3/96                999,697        225
    679M    Massachusetts Electric Co., 5.37%, 7/1/96         679,000        153
- --------------------------------------------------------------------------------
          Total Value of Short-Term Corporate Notes                      
          (cost $1,678,697)                                 1,678,697        378
- --------------------------------------------------------------------------------
Total Value of Investments (cost $41,346,789)       95.5%  42,366,697      9,549
Other Asset, Less Liabilities                        4.5    1,999,858        451
- --------------------------------------------------------------------------------
Net Assets                                         100.0% $44,366,555    $10,000
================================================================================
</TABLE>

* Non-income producing


See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE INTERNATIONAL SECURITIES FUND  
June 30, 1996    

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
                                                                      $10,000 of
Shares    Security                                           Value    Net Assets
- --------------------------------------------------------------------------------
<S>      <C>                                           <C>               <C>
          COMMON STOCKS--92.6%
          United States--24.5%
  6,000   American Express Company                     $   267,750       $    55
  6,625   American International Group, Inc.               653,391           133
  6,500   American Re Corporation                          291,688            60
  4,000  *AMR Corporation                                  364,000            74
  8,500   A T & T Corp.                                    527,000           108
  4,500   Boeing Company                                   392,063            80
  7,200   Conrail, Inc.                                    477,900            97
  7,500   Dow Chemical Company                             570,000           116
  7,000   Exxon Corporation                                608,125           124
 15,000   Federal National Mortgage Association            502,500           103
  6,000   General Electric Company                         519,000           105
  5,000   Gillette Company                                 311,875            64
  4,000   Hewlett-Packard Company                          398,500            81
  4,000   Intel Corporation                                293,750            60
 16,000   International Paper Company                      590,000           120
 12,000   Johnson & Johnson                                594,000           121
  7,000   Kimberly Clark Corporation                       540,750           110
 15,000   MCI Communications                               384,375            78
 10,000   Pepsico, Inc.                                    353,750            72
 10,000   Pharmacia & Upjohn, Inc.                         443,750            91
  2,200   United Technologies Corporation                  253,000            52
 21,000   Unocal Corporation                               708,750           146
    696  *Viacom Inc., Class "A"                            26,535             5
 10,273  *Viacom Inc., Class "B"                           399,363            81
 22,000   Wal-Mart Stores, Inc.                            558,250           114
  9,500   Warner-Lambert Company                           522,500           107
  8,300   York International Corporation                   429,525            88
- --------------------------------------------------------------------------------
                                                        11,982,090         2,445
- --------------------------------------------------------------------------------
          Japan--15.1%
 11,000   Aichi Machine Industry Company                    77,223            16
 12,000   Asahi Organic Chemicals Industry Company Ltd.     94,200            19
  8,400   Canon Sales Company Ltd.                         233,585            48
 32,000   Chichibu Onoda Cement Company                    183,510            37
  2,000   Chudenko Corporation                              72,574            15
 24,000   Chugai Pharmaceutical Company Ltd.               234,132            48
 17,000   Dai Nippon Printing Company Ltd.                 328,586            67
  2,000   Ito-Yokado Company Ltd.                          120,531            25
  1,000   Japan Associated Finance                         116,702            24
 12,000   JGC Corporation                                  157,547            32
 51,000   Kawasaki Steel                                   183,666            37
  6,000   Kyudenko Corporation                              80,414            16
  3,000   Mabuchi Motor Company Ltd.                       190,916            39
 14,000   Matsushita Electric Industrial Company Ltd.      260,390            53
 26,000   Mitsubishi Heavy Industries                      225,906            46
  7,000   Murata Manufacturing Company Ltd.                264,858            54
  3,000   Nihon Jumbo Company Ltd.                         120,348            25
 26,000   Nippon Express                                   253,643            52
 10,000   Nippon Sanso Corporation                          49,233            10
  6,000   Nippondenso Company Ltd.                         130,195            27
 92,000  *NKK Corporation                                  278,475            57
 14,000   Nomura Securities Company Ltd.                   273,154            56
 16,000   Onward Kashiyama                                 261,118            53
 18,000   Sakura Bank Ltd.                                 200,216            41
  1,000   Sankyo Company Ltd.                               25,893             5
  4,000   Sanwa Bank Ltd.                                   74,032            15
  5,000   Secom Company Ltd.                               330,046            67
  8,400   Shimamura Corporation                            369,141            75
  5,000   Sony Corporation                                 328,678            67
 30,000   Sumitomo Marine & Fire Insurance Company         261,210            53
 50,000   Sumitomo Realty & Development                    395,235            81
 16,000   Sumitomo Trust and Banking Company Ltd.          218,814            45
 15,000   Toda Construction Company Ltd.                   146,332            30
  6,300   Tokyo Mitsubishi Bank Ltd.                       145,895            30
 20,000   Toyo Ink Manufacturing Company Ltd.              114,512            23
 11,000   Toyota Motor Corporation                         274,795            56
 16,000   Yamato Kogyo Co. Ltd.                            191,098            39
 7,000    Yamazaki Baking Co. Ltd.                         129,557            25
- --------------------------------------------------------------------------------
                                                         7,396,360         1,508
- --------------------------------------------------------------------------------
          United Kingdom--7.6%
 33,800   Allied Irish Banks PLC                           176,987            36
 38,000   Associated British Foods PLC                     228,502            47
 17,000   Boots Company PLC                                152,940            31
130,000   British Gas PLC                                  363,584            74
100,000   British Steel PLC                                254,040            52
 25,000   British Telecommunictions PLC                    134,403            27
 70,000   BTR PLC                                          275,177            56
 23,300   De La Rue PLC                                    215,411            44
 70,000   National Grid Holdings PLC                       185,444            38
 56,000   Northern Foods PLC                               162,714            33
 47,244   Powergen PLC                                     345,746            71
  9,000   Reckitt & Colman PLC                              94,532            19
 20,000   Royal Bank of Scotland PLC                       153,204            31
 30,000   Royal Insurance Holdings PLC                     185,523            38
 40,000   Sainsbury PLC                                    235,556            48
 30,000  *Sun Life & Provincial Holdings                   103,014            21
 20,000   United Biscuits(Holdings) PLC                     66,502            14
100,695   Vodafone Group PLC 
          (695 shares restricted-Note 8)                   375,502            77
- --------------------------------------------------------------------------------
                                                         3,708,781           757
- --------------------------------------------------------------------------------
          France--6.5%
  1,250   Accor                                            174,822            36
 12,500   Assurance General                                338,475            69
 10,500   Banque Nationale De Paris                        368,554            75
  2,430   Compagnie De Saint Gobain                        325,221            66
  3,000   Compagnie Financiere D'Paribas                   177,153            36
    800  *Dassault Systeme (ADR)                            24,800             5
  1,443   Groupe Danone                                    218,352            45
  2,000   Groupe Havas SA                                  163,556            33
    900   Peugeot SA                                       120,452            25
 17,969   Rhone-Poulenc SA Series "A"                      472,252            96
  2,615   Societe Generale Paris                           287,503            59
  3,000   Societe Nationale Elf Aquitaine                  220,625            45
  4,122   Total SA Class "B"                               305,702            62
- --------------------------------------------------------------------------------
                                                         3,197,467           652
- --------------------------------------------------------------------------------
          Australia--4.1%
 70,892   Amcor Ltd.                                       482,633            98
105,159   Australian & New Zealand Banking Group           498,243           103
 51,626   Boral Ltd                                        134,083            27
 35,660   Broken Hill Proprietary Ltd.                     493,124           101
122,148   Goodman Fielder Ltd.                             124,005            25
 26,000   Pioneer International Ltd.                        75,712            15
  7,300   Qantas Airways (ADR) (Note 4)                    123,528            25
 20,000   Westpac Banking Corporation                       88,622            18
- --------------------------------------------------------------------------------
                                                         2,019,950           412
- --------------------------------------------------------------------------------
          Netherlands--3.8%
  1,800   Akzo-Nobel NV                                    215,644            44
 11,000   Elsevier NV CVA                                  166,903            34
 15,752   ING Groep NV                                     469,706            95
  7,000   KLM Royal Dutch Airlines                         223,904            46
  2,500   Polygram NV                                      147,629            30
  2,700   Unilever NV CVA                                  390,691            80
 15,500   Verenigd Bezit VNU                               240,630            49
- --------------------------------------------------------------------------------
                                                         1,855,107           378
- --------------------------------------------------------------------------------
          Switzerland--3.2%
    365   Ciba Geigy AG Regd                               444,716            91
    110   Financiere Richemont AS                          174,012            36
    480   Nestle SA Regd                                   548,016           111
    350   Sulzer AG PC                                     209,725            42
    900   Swiss Bank Corporation                           177,607            36
- --------------------------------------------------------------------------------
                                                         1,554,076           316
- --------------------------------------------------------------------------------
          Hong Kong--2.8%
 60,000   Citic Pacific Ltd.                               242,616            50
 58,000   Hutchison Whampoa Ltd.                           364,907            75
 37,000   Sun Hung Kai Properties                          374,037            76
 43,000   Swire Pacific Class "A"                          368,028            75
  6,000  *Tingyi Holding Company                             1,647            --
- --------------------------------------------------------------------------------
                                                         1,351,235           276
- --------------------------------------------------------------------------------
          Germany--2.7%
    600   Bayer AG                                          21,108             4
  1,250  *Daimler-Benz AG (with Rights)                    335,260            67
    575   Degussa AG                                       195,112            40
  3,300   Deutsche Bank AG                                 156,313            32
    600   Karstadt AG                                      238,874            49
    350   Mannesmann AG                                    120,948            25
 15,000  *Metallgesellschaft AG                            257,695            53
- --------------------------------------------------------------------------------
                                                         1,325,310           270
- --------------------------------------------------------------------------------
          Sweden--2.5%
  3,900   Astra AB Series "A" Free                         172,211            35
 14,000   Avesta Sheffield AB Free                         131,866            27
 14,000   BT Industries AB                                 215,207            45
  3,000   Electrolux AB Free B                             150,780            31
  8,000   Nordbanken                                       154,322            31
 30,000   Skandinaviska Enskilda Banken Series "A"         239,619            49
 10,000   Stora Kopparbergs Bergslags Series "A"           131,866            27
- --------------------------------------------------------------------------------
                                                         1,195,871           245
- --------------------------------------------------------------------------------
          Singapore--2.3%
 32,000   Development Bank of Singapore                    399,024            81
 30,000   Far East-Levingston                              165,786            34
 55,000   Keppel Corporation                               459,811            95
 30,000   Straits Steamship Land Ltd.                      100,320            20
- --------------------------------------------------------------------------------
                                                         1,124,941           230
- --------------------------------------------------------------------------------
          Italy--2.2%
 20,000   Arnaldo Mondadori Editore SPA                    151,342            31
145,300   Banca Commercial Italiana                        291,922            60
 50,000   Fiat SPA                                         167,485            34
120,000  *Finanziaria Autogrill SPA                        137,532            27
159,000   Telecom Italia SPA                               341,755            70
- --------------------------------------------------------------------------------
                                                         1,090,036           222
- --------------------------------------------------------------------------------
          Norway--2.0%
  2,700   Christiania Bank OG                                6,359             1
  8,378   Hafslund Nyco Series "A" Free                     60,613            12
  3,200   Kvaerner AS Series "A"                           135,215            28
  8,378  *Nycomed AS Class "A"                             120,582            25
  6,500   Orkla AS Class "A"                               342,193            70
 21,000   Saga Petroleum Series "A" Free                   308,713            63
- --------------------------------------------------------------------------------
                                                           973,675           199
- --------------------------------------------------------------------------------
          Spain--1.9%
  2,300   Acerinox SA Regd                                 239,488            49
  2,000   Empresa Nacional  De Electricidad SA             124,638            25
  3,200   Empresa Nacional  De Electricidad SA (ADR)       200,400            41
  7,000   Repsol SA (ADR)                                  243,250            50
  7,500   Telefonica De Espana                             138,053            28
- --------------------------------------------------------------------------------
                                                           945,829           193
- --------------------------------------------------------------------------------
          Canada--1.8%
 32,000   Canadian Pacific Ltd.                            704,000           144
  6,000  *Canwest Global Communications                    163,500            33
  3,400   Nova Corporation                                  30,748             6
- --------------------------------------------------------------------------------
                                                           898,248           183
- --------------------------------------------------------------------------------
          Denmark--1.7%
 14,700   Tele Danmark A/S Class "B" (ADR)                 373,013            76
 10,000   Unidanmark A/S "A" Regd                          463,744            95
- --------------------------------------------------------------------------------
                                                           836,757           171
- --------------------------------------------------------------------------------
          Finland--1.5%
 80,000  *Merita Bank Ltd.                                 167,024            34
 27,500   Metsa-Serla OY Class "B"                         195,332            40
  7,500   Nokia Corporation Class "A" (ADR)                277,500            57
  6,100   Valmet OY                                        103,069            21
- --------------------------------------------------------------------------------
                                                           742,925           152
- --------------------------------------------------------------------------------
          Malaysia--1.1%
 14,000   Aokam Perdana BHD                                 23,451             5
 50,000   Land & General Holdings BHD                      123,230            25
 20,000   Resorts World BHD                                114,618            23
108,000   Sime Darby Berhad                                298,642            61
- --------------------------------------------------------------------------------
                                                           559,941           114
- --------------------------------------------------------------------------------
          Korea--1.0%
  3,060   Daewoo Securities                                 71,296            15
 11,000   Hanil Bank                                       109,704            22
  6,000   Hanwha Chemical Corporation                       64,721            13
  1,000   Korea Electric Power                              40,731             8
  3,000   Pohang Iron & Steel Co. Ltd. (ADR)                73,125            15
  1,900   Shinhan Bank                                      34,666             7
  1,300   Shinsegae Department Store                        87,663            18
- --------------------------------------------------------------------------------
                                                           481,906            98
- --------------------------------------------------------------------------------
          Argentina--.9%
  4,000   BAESA (ADR)                                       53,000            11
  6,000  *Banco Frances Del Rio La Plata SA (ADR)          172,500            35
  8,000   Telefonica De Argentina SA Class "B" (ADR)       237,000            48
- --------------------------------------------------------------------------------
                                                           462,500            94
- --------------------------------------------------------------------------------
          New Zealand--.6%
 38,070   Air New Zealand Class "B"                        121,272            25
 84,000   Carter Holt Harvey Ltd.                          191,621            39
- --------------------------------------------------------------------------------
                                                           312,893            64
- --------------------------------------------------------------------------------
          Chile--.6%
    900   Compania De Telecomunicaciones 
          De Chile SA (ADR)                                 88,313            18
  7,000   Enersis SA (ADR)                                 217,000            44
- --------------------------------------------------------------------------------
                                                           305,313            62
- --------------------------------------------------------------------------------
          Thailand--.5%
286,000   Bangkok Metropolitan Bank Public 
          Company Ltd. Foreign Regd.                       202,660            42
  4,000   Siam City Cement Co. Ltd. Foreign Regd.           50,395            10
- --------------------------------------------------------------------------------
                                                            253,055           52
- --------------------------------------------------------------------------------
          Brazil--.5%
 10,000   Aracruz Celulose SA (ADR)                          95,000           20
 10,000   Centrais Electricas Brasileiras (ADR)             138,437           28
- --------------------------------------------------------------------------------
                                                            233,437           48
- --------------------------------------------------------------------------------
          Indonesia--.4%
 64,000   Jaya Real Property Foreign Regd.                  206,234           42
- --------------------------------------------------------------------------------
          Mexico--.3%
 20,743   Alfa SA Class "A"                                  94,595           19
  8,200   Transportacion Maritima Mexicana SA 
          Class "A" (ADR)                                    52,275           11
- --------------------------------------------------------------------------------
                                                            146,870           30
- --------------------------------------------------------------------------------
          Philippines--.2%
  6,000   Philippine National Bank                          100,193           20
- --------------------------------------------------------------------------------
          Luxembourg--.2%
  8,000   Quilmes Industrial (ADR)                           82,000           17
- --------------------------------------------------------------------------------
          India--.1%
 10,000  *Arvind Mills (GDR) (Note 4)                        39,739            8
  1,000   Reliance Industries Ltd. (GDS) (Note 4)            13,000            3
- --------------------------------------------------------------------------------
                                                             52,739           11
- --------------------------------------------------------------------------------
          Total Value of Common Stocks 
          (cost $38,863,429)                             45,395,739        9,261
- --------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                                         Amount
                                                                       Invested
Shares or                                                              For Each
Principal                                                            $10,000 of
   Amount Security                                          Value    Net Assets
- -------------------------------------------------------------------------------
          PREFERRED STOCKS--.5%
          Germany--.3%
<S>       <C>                                             <C>                <C>
  1,800   Hornbach Holdings                               154,913            32
- -------------------------------------------------------------------------------
          Brazil--.2%
700,000   Petrol Brasil                                    88,200            18
- -------------------------------------------------------------------------------
          Total Value of Preferred Stocks 
          (cost $194,380)                                 243,113            50
- -------------------------------------------------------------------------------
          U.S. GOVERNMENT OBLIGATIONS--6.7%
$  550M   United States Treasury Bill, 5.08%, 8/1/96      547,580           112
 1,800M   United States Treasury Bill, 5.11%, 8/1/96    1,792,032           365
   950M   United States Treasury Bill, 5.13%, 8/15/96     943,936           193
- -------------------------------------------------------------------------------
          Total Value of U.S. Government Obligations 
          (cost $3,283,548)                             3,283,548           670
- -------------------------------------------------------------------------------
          REPURCHASE AGREEMENTS--.2%
   121M   Swiss Bank Capital Markets, Inc., 
          5.48%, 7/1/96 (collateralized by
          U.S. Treasury Bonds, 9 1/8%, 5/15/2009, 
          valued at $123M) (cost $121,000)                121,000            25
- -------------------------------------------------------------------------------
Total Value of Investments (cost $42,462,357)  100.0%  49,043,400        10,006
Excess of Liabilities Over Other Assets           .0      (26,895)           (6)
- -------------------------------------------------------------------------------
Net Assets                                     100.0% $49,016,505       $10,000
===============================================================================
</TABLE>

* Non-income producing


See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE INTERNATIONAL SECURITIES FUND  

At June 30, 1996, sector diversification of the portfolio was as follows:

- -------------------------------------------------------------------------------
                                              Percentage
Sector Diversification                       of Net Assets              Value
- -------------------------------------------------------------------------------
<S>                                             <C>                <C>
Banks                                            11.4%              $ 5,605,882 
Drugs                                             6.4                 3,111,757 
Food/Beverage/Tobacco                             5.9                 2,874,941 
Metals & Minerals                                 5.4                 2,632,686 
Energy Sources                                    5.2                 2,559,077 
Telephone                                         4.5                 2,223,912 
Business Services                                 4.2                 2,040,636 
Transportation                                    4.0                 1,947,629 
Real Estate Companies                             3.9                 1,931,991 
Retail Trade                                      3.9                 1,917,868 
Media                                             3.7                 1,834,960 
Insurance                                         3.7                 1,833,301 
Paper/Forest Products                             3.7                 1,830,251 
Machinery & Manufacturing                         2.7                 1,306,842 
Automotive                                        2.6                 1,270,803 
Travel & Leisure                                  2.6                 1,259,676 
Electric Utilities                                2.6                 1,252,396 
Financial Services                                2.4                 1,160,106 
Electrical Equipment                              2.3                 1,139,441 
Chemicals                                         2.2                 1,057,858 
Household Products                                1.9                   947,157 
Aerospace/Defense                                 1.3                   645,063 
Computers & Office Equipment                      1.3                   613,911 
Entertainment Products                            1.2                   589,068 
Electronics                                       1.1                   558,608 
Pipeline                                           .7                   363,584 
Apparel/Textiles                                   .6                   300,857 
Communication Equipment                            .6                   277,500 
Medical Products                                   .4                   209,725 
Energy Services                                    .3                   165,786 
Housing                                            .3                   150,780 
Software & Services                                .1                    24,800 
U.S. Treasury Bills                               6.7                 3,283,548 
Repurchase Agreements                              .2                   121,000 
- -------------------------------------------------------------------------------
Total Value of Investments                      100.0                49,043,400 
Excess of Liabilities Over Other Assets            .0                   (26,895)
- -------------------------------------------------------------------------------
Net Assets                                      100.0%              $49,016,505 
===============================================================================
</TABLE>

See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE INVESTMENT GRADE FUND  
June 30, 1996    

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
Principal                                                             $10,000 of
   Amount Security                                           Value    Net Assets
- --------------------------------------------------------------------------------
<S>       <C>                                           <C>              <C>
          CORPORATE BONDS--79.8%
          Aerospace/Defense--5.0%
$  300M   Boeing Co., 6.35%, 2003                       $   290,323      $   180
   250M   Lockheed Martin Corp., 7 1/4%, 2006               248,584          154
   250M   Rockwell International Corp., 8 3/8%, 2001        265,817          164
- --------------------------------------------------------------------------------
                                                            804,724          498
- --------------------------------------------------------------------------------
          Automotive--1.5%
   250M   Hertz Corporation, 6 3/8%, 2005                   235,998          146
- --------------------------------------------------------------------------------
          Building Materials--.7%
   100M   Masco Corp., 9%, 2001                             108,723           67
- --------------------------------------------------------------------------------
          Chemicals--3.4%
   250M   DuPont, (E.I.) de Nemours & Co., 
          8 1/8%, 2004                                      267,615          165
   300M   Lubrizol Corp., 7 1/4%, 2025                      285,892          177
- --------------------------------------------------------------------------------
                                                            553,507          342
- --------------------------------------------------------------------------------
          Conglomerates--3.4%
   300M   Hanson Overseas, B.V., 7 3/8%, 2003               301,140          185
   250M   Tenneco, Inc., 7 7/8%, 2002                       257,624          159
- --------------------------------------------------------------------------------
                                                            558,764          344
- --------------------------------------------------------------------------------
          Consumer Non-Durables--1.9%
   300M   American Home Products Corp., 7.9%, 2005          314,388          194
- --------------------------------------------------------------------------------
          Consumer Products--1.5%
   250M   Mattel, Inc., 6 3/4%, 2000                        248,577          154
- --------------------------------------------------------------------------------
          Consumer Services--1.8%
   300M   Walt Disney Co., 6 3/4%, 2006                     290,567          180
- --------------------------------------------------------------------------------
          Electric & Gas Utilities--9.9%
   250M   Baltimore Gas & Electric Co., 6 1/2%, 2003        242,951          150
   200M   Commonwealth Edison, 8 1/4%, 2006                 208,447          129
   250M   Duke Power Co., 5 7/8%, 2003                      233,368          144
   200M   Kansas Gas & Electric Co., 7.6%, 2003             204,531          126
    75M   Old Dominion Electric Cooperative, 7.97%, 2002     77,387           48
   300M   Pennsylvania Power & Light Co., 6 7/8%, 2003      294,899          182
   250M   Philadelphia Electric Co., 8%, 2002               259,775          161
    75M   Southwestern Electric Power Co., 7%, 2007          74,041           46
- --------------------------------------------------------------------------------
                                                          1,595,399          986
- --------------------------------------------------------------------------------
          Energy--2.1%
   315M   Baroid Corp., 8%, 2003                            332,638          206
- --------------------------------------------------------------------------------
          Financial Services--10.3%
    75M   Banc One Corp., 7 1/4%, 2002                       75,989           47
    40M   BankAmerica Corp., 9 1/2%, 2001                    44,173           27
   200M   Barnett Banks, Inc., 8 1/2%, 1999                 209,180          130
   300M   Chemical Bank, Inc., 7%, 2005                     293,777          182
   200M   Citicorp, 8%, 2003                                209,327          129
   150M   First Union Corp., 8 1/8%, 2002                   157,866           98
   250M   Mellon Bank N.A., 6 1/2%, 2005                    236,227          146
    50M   Meridian Bancorp, 7 7/8%, 2002                     51,848           32
    75M   Morgan Guaranty Trust Co., 7 3/8%, 2002            76,583           47
   300M   Nationsbank Corp., 8 1/8%, 2002                   315,696          195
- --------------------------------------------------------------------------------
                                                          1,670,666        1,033
- --------------------------------------------------------------------------------
          Food/Beverage/Tobacco--4.7%
   250M   Anheuser Busch Cos., Inc., 7%, 2005               246,555          152
    25M   Coca-Cola Enterprises, Inc., 7 7/8%, 2002          26,125           16
   300M   Hershey Foods Corp., 6.7%, 2005                   291,200          180
   200M   Philip Morris Cos., Inc., 7 1/8%, 2002            199,814          124
- --------------------------------------------------------------------------------
                                                            763,694          472
- --------------------------------------------------------------------------------
          Food Services--1.5%
   250M   McDonald's Corporation, 6 5/8%, 2005              240,021          148
- --------------------------------------------------------------------------------
          Gas Transmission--1.8%
   300M   Enron Corp., 7 1/8%, 2007                         294,055          182
- --------------------------------------------------------------------------------
          Healthcare--1.8%
   300M   Columbia/HCA Healthcare Corp., 7.69%, 2025        298,235          184
- --------------------------------------------------------------------------------
          Investment/Finance Companies--5.8%
   300M   Associates Corp. of North America, 7 7/8%, 2001   312,701          193
   300M   General Electric Capital Corp., 7 7/8%, 2006      315,424          195
   300M   General Motors Acceptance Corp., 7 1/8%, 1999     304,060          188
- --------------------------------------------------------------------------------
                                                            932,185          576
- --------------------------------------------------------------------------------
          Media/Cable Television--5.1%
   300M   New York Times Co., Inc., 7 5/8%, 2005            309,071          190
   250M   News America, 8 1/2%, 2005                        263,605          163
   250M   PanAmSat Capital Corp., 9 3/4%, 2000              260,000          161
- --------------------------------------------------------------------------------
                                                            832,676          514
- --------------------------------------------------------------------------------
          Natural Gas--1.8%
   300M   Columbia Gas System, Inc., 6.8%, 2005             287,711          178
- --------------------------------------------------------------------------------
          Paper/Forest Products--3.3%
   100M   S.D. Warren Company, 12%, 2004                    106,500           66
   150M   Stone Container Corp., 10 3/4%, 2002              152,062           94
   250M   Temple Inland, Inc., 9%, 2001                     270,402          167
- --------------------------------------------------------------------------------
                                                            528,964          327
- --------------------------------------------------------------------------------
          Retail-General Merchandise--1.5%
   250M   Penney (J.C.) & Co., 6 1/8%, 2003                 235,520          146
- --------------------------------------------------------------------------------
          Technology--3.2%
   250M   International Business Machines Corp., 
          6 3/8%, 2000                                      247,416          153
   275M   Xerox Corp., 7.15%, 2004                          275,352          170
- --------------------------------------------------------------------------------
                                                            522,768          323
- --------------------------------------------------------------------------------
          Telephone--7.8%
    30M   GTE Corp., 8.85%, 1998                             31,134           19
   350M   MCI Communication Corp., 7 1/2%, 2004             357,644          221
   250M   MFS Communications Co., Inc., 0%-8 7/8%, 2006     153,125           95
   250M   New Jersey Bell Telephone Co., 7 3/8%, 2012       245,546          152
   300M   New York Telephone Co., 7 1/4%, 2024              280,905          174
   200M   Pacific Bell Telephone Co., 7%, 2004              199,196          123
- --------------------------------------------------------------------------------
                                                          1,267,550          784
- --------------------------------------------------------------------------------
          Total Value of Corporate Bonds 
          (cost $13,104,125)                             12,917,330        7,984
- --------------------------------------------------------------------------------
          U.S. GOVERNMENT OBLIGATIONS--9.6%
   300M   Federal Home Loan Mortgage Corp., 7.88%, 2004     299,758          186
 1,200M   United States Treasury Note, 7 3/4%, 2000       1,250,625          774
- --------------------------------------------------------------------------------
          Total Value of U.S. Government Obligations 
          (cost $1,580,313)                               1,550,383          960
- --------------------------------------------------------------------------------
          SHORT-TERM CORPORATE NOTES--6.2%
 1,000M   Home Depot, Inc., 5.35%, 7/1/96 
          (cost $1,000,000)                               1,000,000          619
- --------------------------------------------------------------------------------
Total Value of Investments (cost $15,684,438)   95.6%    15,467,713        9,563
Other Asset, Less Liabilities                    4.4        706,878          437
- --------------------------------------------------------------------------------
Net Assets                                     100.0%   $16,174,591      $10,000
================================================================================
</TABLE>


See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE TARGET MATURITY 2007 FUND  
June 30, 1996    

- -------------------------------------------------------------------------------------------------------------------
                                                                                                             Amount
                                                                                                           Invested
                                                                                                           For Each
Principal                                                                                                $10,000 of
   Amount  Security                                                                              Value   Net Assets
- -------------------------------------------------------------------------------------------------------------------
<S>        <C>                                                                             <C>              <C>
           U.S. GOVERNMENT AGENCY ZERO COUPON OBLIGATIONS--60.3%
           Agency For International Development-Israel ("AID"):
$   570M   2/15/2007                                                                       $   272,465      $   230
    119M   3/15/2007                                                                            56,538           48
  1,513M   8/15/2007                                                                           696,945          589
    181M   10/1/2007                                                                            82,289           70
    980M   2/15/2008                                                                           435,233          368
    493M   Federal Judiciary Office Building ("JOBS"), 2/15/2007                               231,197          195
           Federal National Mortgage Association:
    215M   2/1/2008                                                                             94,258           80
  1,030M   8/1/2008                                                                            434,580          367
  4,070M   Government Trust Certificate, 11/15/2007                                          1,827,202        1,543
    586M   International Bank For Reconstruction & Development, 8/15/2007                      264,196          223
  3,450M   Resolution Funding Corporation, 10/15/2007                                        1,578,568        1,333
  2,600M   Tennessee Valley Authority, 11/1/2007                                             1,168,546          987
- -------------------------------------------------------------------------------------------------------------------
           Total Value of U.S. Government Agency Zero Coupon 
           Obligations (cost $7,433,680)                                                     7,142,017        6,033
- -------------------------------------------------------------------------------------------------------------------
           UNITED STATES TREASURY ZERO COUPON OBLIGATIONS--39.7%
    200M   Treasury Investors Growth Receipts ("TIGERS"), 11/15/2007                            90,420           77
 10,000M   U.S. Treasury Strips, 11/15/2007                                                  4,603,000        3,888
- -------------------------------------------------------------------------------------------------------------------
           Total Value of United States Treasury Zero Coupon 
           Obligations (cost $4,861,153)                                                     4,693,420        3,965
- -------------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $12,294,833)                               100.0%          11,835,437        9,998
Other Assets, Less Liabilities                                                 .0                2,630            2
- -------------------------------------------------------------------------------------------------------------------
Net Assets                                                                  100.0%         $11,838,067      $10,000
===================================================================================================================
</TABLE>


See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE TARGET MATURITY 2010 FUND  
June 30, 1996    

- -------------------------------------------------------------------------------------------------------------------
                                                                                                             Amount
                                                                                                           Invested
                                                                                                           For Each
Principal                                                                                                $10,000 of
   Amount  Security                                                                              Value   Net Assets
- -------------------------------------------------------------------------------------------------------------------
<S>        <C>                                                               <C>              <C>          <C>
           U.S. GOVERNMENT AGENCY ZERO COUPON OBLIGATIONS--68.8%
$375M      Agency For International Development-Israel ("AID"), 8/15/2010                     $138,064     $ 2,070
 100M      Federal National Mortgage Association, 2/1/2011                                      34,630         519
 200M      Government Trust Certificate, 11/15/2010                                             71,368       1,070
 400M      Resolution Funding Corporation, 1/15/2011                                           143,305       2,148
 200M      Tennessee Valley Authority, 11/1/2010                                                71,277       1,068
- -------------------------------------------------------------------------------------------------------------------
           Total Value of U.S. Government Agency Zero Coupon Obligations 
          (cost $445,822)                                                                      458,644       6,875
- -------------------------------------------------------------------------------------------------------------------
           UNITED STATES TREASURY ZERO COUPON OBLIGATIONS--24.9%
 450M      U.S. Treasury Strips, 11/15/2010 (cost $160,103)                                    166,240       2,491
- -------------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $605,925)                                    93.7%            624,884       9,366
Other Assets, Less Liabilities                                                 6.3              42,328         634
- -------------------------------------------------------------------------------------------------------------------
Net Assets                                                                   100.0%           $667,212     $10,000
===================================================================================================================
</TABLE>


See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Portfolio of Investments  
FIRST INVESTORS LIFE UTILITIES INCOME FUND  
June 30, 1996    

- --------------------------------------------------------------------------------
                                                                          Amount
                                                                        Invested
                                                                        For Each
                                                                      $10,000 of
Shares     Security                                           Value   Net Assets
- --------------------------------------------------------------------------------
<S>       <C>                                                 <C>           <C>
          COMMON STOCKS--94.1%                                          
          Electric Power--42.0%                                         
  11,000    Allegheny Power Systems, Inc.                     $339,625      $163
  10,700    American Electric Power Company                    456,087       219
   9,100    Baltimore Gas & Electric Company                   258,212       124
   1,800    Boston Edison Company                               45,900        22
   9,300    Carolina Power & Light Company                     353,400       169
  10,500    Central & South West Corporation                   304,500       146
  10,000    CINergy Corporation                                320,000       153
   5,700    CMS Energy Corporation                             175,987        84
   7,000    Dominion Resources, Inc.                           280,000       134
  11,900    DPL, Inc.                                          290,062       139
  10,050    DQE, Inc.                                          276,375       133
   8,800    Duke Power Company                                 451,000       216
   1,500    Empresa Nacional De Electricidad SA (ADR)           93,937        45
   6,000    Florida Progress Corporation                       208,500       100
  10,800    FPL Group, Inc.                                    496,800       239
   9,000    Houston Industries, Inc.                           221,625       106
   9,500    Illinova Corporation                               273,125       131
   4,000    Kansas City Power & Light Company                  110,000        53
   9,500    NIPSCO Industries, Inc.                            382,375       183
   8,100    Ohio Edison Company                                177,188        85
   9,600    PacifiCorp                                         213,600       102
   7,300    Pinnacle West Capital Corporation                  221,738       106
  10,900    Portland General Corporation                       336,538       161
   6,300    PP&L Resources, Inc.                               148,838        71
   9,400    Public Service Company of Colorado                 345,450       166
   8,000    Public Service Company of New Mexico               164,000        79
   5,600    Scana Corporation                                  157,500        76
   6,300    Sierra Pacific Resources                           159,863        77
  11,300    Southern Company                                   278,263       133
  12,100    TECO Energy, Inc.                                  305,525       147
  11,100    Texas Utilities Company                            474,525       229
   4,500    Western Resources, Inc.                            134,438        64
  10,300    Wisconsin Energy Corporation                       297,413       143
- --------------------------------------------------------------------------------
                                                             8,752,389     4,198
- --------------------------------------------------------------------------------
          Energy--7.5%                                                  
   2,600    Burlington Resources, Inc.                         111,800        54
   5,000    Columbia Gas System, Inc.                          260,625       125
   7,700    Enron Corporation                                  314,737       151
   1,400    Kerr-McGee Corporation                              85,225        41
   6,700    NICOR, Inc.                                        190,112        91
  10,000    Pacific Enterprises                                296,250       142
   9,000    PanEnergy Corporation                              295,875       142
- --------------------------------------------------------------------------------
                                                             1,554,624       746
- --------------------------------------------------------------------------------
          Natural Gas--18.0%                                            
  11,300    AGL Resources, Inc.                                213,287       102
   6,600    Brooklyn Union Gas Company                         179,850        86
   5,000    Coastal Corporation                                208,750       100
   5,300    Consolidated Natural Gas Company                   276,925       133
   6,200    El Paso Natural Gas Company                        238,700       114
  12,200    MCN Corporation                                    297,375       143
   5,400    National Fuel Gas Company                          194,400        93
   6,500    New Jersey Resources Corporation                   186,875        90
   6,900    NorAm Energy Corporation                            75,038        36
   3,800    Oneok, Inc.                                         95,000        46
   5,600    Piedmont Natural Gas Company, Inc.                 129,500        62
   6,600    Questar Corporation                                224,400       108
   6,800    Sonat, Inc.                                        306,000       146
   5,600    Southwest Gas Corporation                           89,600        43
   2,250    *Tejas Gas Corporation                              78,188        37
   7,300    UGI Corporation                                    160,600        77
   8,500    Washington Energy Company                          167,875        81
   7,600    Washington Gas & Light Company                     167,200        80
   5,000    WICOR, Inc.                                        188,750        91
   5,700    Williams Companies, Inc.                           282,150       135
- --------------------------------------------------------------------------------
                                                             3,760,463     1,803
- --------------------------------------------------------------------------------
          Telecommunications--5.1%                                      
   4,000    Comcast Corporation Class "A"                       73,500        35
   5,000    Ericsson (L.M.) Telephone Co. Class "B" (ADR)      107,500        52
  10,000    LCI International, Inc.                            313,750       150
   6,000    MFS Communications Company, Inc.                   225,750       108
     875    *Tele-Communications, Inc.                                  
            Liberty Media Group Class "A"                       23,187        11
   1,000    Vodafone Group PLC (ADR)                            36,875        18
   5,000    WorldCom, Inc.                                     276,875       133
- --------------------------------------------------------------------------------
                                                             1,057,437       507
- --------------------------------------------------------------------------------
          Telecommunications/Long Distance--3.8%                        
   5,000    Airtouch Communications, Inc.                      141,250        68
   4,500    A T & T Corp.                                      279,000       133
   3,500    *Intermedia Communications                         112,875        54
   3,000    MCI Communications Corporation                      76,875        37
   4,600    Sprint Corporation                                 193,200        93
- --------------------------------------------------------------------------------
                                                               803,200       385
- --------------------------------------------------------------------------------
          Telephone--17.2%                                              
   7,600    Ameritech Corporation                              451,250       216
   7,600    Bell Atlantic Corporation                          484,500       232
  11,300    BellSouth Corporation                              478,837       230
   3,500    Century Telephone Enterprises                      111,562        54
   2,600    Cincinnati Bell, Inc.                              135,525        65
   8,200    Frontier Corporation                               251,125       120
  11,900    GTE Corporation                                    532,525       256
   4,700    NYNEX Corporation                                  223,250       107
   7,300    SBC Communications, Inc.                           359,525       172
   4,800    Southern New England Telecommunications Corporation201,600        97
   2,300    Telefonica De Espana SA (ADR)                      126,788        61
   7,000    US West Communications Group                       223,125       107
- --------------------------------------------------------------------------------
                                                             3,579,612     1,717
- --------------------------------------------------------------------------------
          Water--.5%                                                    
   2,700    American Water Works, Inc.                         108,675        52
- --------------------------------------------------------------------------------
          Total Value of Common Stocks (cost $17,083,662)   19,616,400     9,408
- --------------------------------------------------------------------------------
          SHORT-TERM CORPORATE NOTES--3.1%                              
 $  300M    Dresser Industries, Inc., 5.34%, 7/31/96           298,665       142
    100M    General Electric Capital Corp., 5.37%, 8/5/96       99,478        48
    250M    PPG Industries, Inc., 5.33%, 7/22/96               249,223       120
- --------------------------------------------------------------------------------
          Total Value of Short-Term Corporate Notes 
          (cost $647,366)                                      647,366       310
- --------------------------------------------------------------------------------
Total Value of Investments (cost $17,731,028)     97.2%     20,263,766     9,718
Other Assets, Less Liabilities                     2.8         587,599       282
- --------------------------------------------------------------------------------
Net Assets                                       100.0%    $20,851,365   $10,000
===============================================================================
</TABLE>


* Non-income producing

See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Statement of Assets and Liabilities
FIRST INVESTORS LIFE SERIES FUND
June 30, 1996

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      CASH
                                                                               BLUE CHIP            MANAGEMENT            DISCOVERY
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                   <C>                  <C>
Assets
Investments in securities:
At identified cost                                                            $61,878,393           $3,879,671           $52,017,961
                                                                              ===========           ==========           ===========

At value (Note 1A)                                                            $78,451,666           $3,879,671           $59,282,067
Cash                                                                            1,881,721                3,342             2,207,683
Receivables:
Investment securities sold                                                        648,854                 --                 639,318
Trust shares sold                                                                 308,560               12,324               136,272
Interest and dividends                                                             75,809                2,577                18,943
Other assets                                                                          140                  644                   578
                                                                              -----------           ----------           -----------
Total Assets                                                                   81,366,750            3,898,558            62,284,861
                                                                              -----------           ----------           -----------
Liabilities
Payables:
Investment securities purchased                                                      --                   --                 649,137
Trust shares redeemed                                                                --                 18,162                  --
Dividend payable July 1, 1996                                                        --                 15,061                  --
Accrued advisory fee                                                               49,892                1,925                39,119
Accrued expenses                                                                   10,243                   68                 6,395
                                                                              -----------           ----------           -----------
Total Liabilities                                                                  60,135               35,216               694,651
                                                                              -----------           ----------           -----------
Net Assets                                                                    $81,306,615           $3,863,342           $61,590,210
                                                                              ===========           ==========           ===========

Net Assets Consist of:
Capital paid in                                                               $62,094,374           $3,863,342           $50,314,305
Undistributed net investment income                                               520,452                 --                 198,267
Accumulated net realized gain (loss) on
investments and foreign
currency transactions                                                           2,118,516                 --               3,813,532
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                             16,573,273                 --               7,264,106
                                                                              -----------           ----------           -----------
Total                                                                         $81,306,615           $3,863,342           $61,590,210
                                                                              ===========           ==========           ===========

Shares of Beneficial Interest
Outstanding (Note 2)                                                            4,564,964            3,863,342             2,563,986
                                                                              ===========           ==========           ===========

Net Asset Value, Offering and
Redemption Price Per Share
(Net assets divided by shares outstanding)                                    $     17.81           $     1.00           $     24.02
                                                                              ===========           ==========           ===========


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               GOVERNMENT             GROWTH             HIGH YIELD
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>                  <C>
Assets
Investments in securities:
At identified cost                                                           $ 9,060,371          $51,865,120           $41,346,789
                                                                             ===========          ===========           ===========

At value (Note 1A)                                                           $ 8,901,003          $62,884,921           $42,366,697
Cash                                                                              11,166               68,425               610,856
Receivables:
Investment securities sold                                                       239,746              796,292               930,550
Trust shares sold                                                                  4,065              211,925                46,438
Interest and dividends                                                           115,184               65,411               770,484
Other assets                                                                        --                    593                   792
                                                                             -----------          -----------           -----------
Total Assets                                                                   9,271,164           64,027,567            44,725,817
                                                                             -----------          -----------           -----------
Liabilities
Payables:
Investment securities purchased                                                     --                919,464               300,000
Trust shares redeemed                                                                360                 --                  25,179
Dividend payable July 1, 1996                                                       --                   --                    --
Accrued advisory fee                                                               4,580               39,039                27,432
Accrued expenses                                                                    --                 (5,762)                6,651
                                                                             -----------          -----------           -----------
Total Liabilities                                                                  4,940              952,741               359,262
                                                                             -----------          -----------           -----------
Net Assets                                                                   $ 9,266,224          $63,074,826           $44,366,555
                                                                             ===========          ===========           ===========

Net Assets Consist of:
Capital paid in                                                              $ 9,690,379          $49,095,577          $42,577,701
Undistributed net investment income                                              314,773              346,042             2,025,373
Accumulated net realized gain (loss) on
investments and foreign
currency transactions                                                           (579,560)           2,613,406            (1,256,427)
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                              (159,368)          11,019,801             1,019,908
                                                                             -----------          -----------           -----------
Total                                                                        $ 9,266,224          $63,074,826           $44,366,555
                                                                             ===========          ===========           ===========

Shares of Beneficial Interest
Outstanding (Note 2)                                                             949,237            2,890,022             4,015,032
                                                                             ===========           ==========           ===========

Net Asset Value, Offering and
Redemption Price Per Share
(Net assets divided by shares outstanding)                                   $      9.76           $    21.83           $     11.05
                                                                             ===========           ==========           ===========

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                             INTERNATIONAL          INVESTMENT            TARGET
                                                                               SECURITIES              GRADE           MATURITY 2007
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>                  <C>
Assets
Investments in securities:
At identified cost                                                           $42,462,357          $15,684,438           $12,294,833
                                                                             ===========          ===========           ===========

At value (Note 1A)                                                           $49,043,400          $15,467,713           $11,835,437
Cash                                                                                 182              315,338                 8,505
Receivables:
Investment securities sold                                                       118,416                 --                    --
Trust shares sold                                                                128,022              127,810                  --
Interest and dividends                                                           205,359              273,157                  --
Other assets                                                                         131                 --                    --
                                                                             -----------          -----------           -----------
Total Assets                                                                  49,495,510           16,184,018            11,843,942
                                                                             -----------          -----------           -----------
Liabilities
Payables:
Investment securities purchased                                                  414,597                 --                    --
Trust shares redeemed                                                               --                  1,533                  --
Dividend payable July 1, 1996                                                       --                   --                    --
Accrued advisory fee                                                              30,176                7,894                 5,771
Accrued expenses                                                                  34,232                 --                     104
                                                                             -----------          -----------           -----------
Total Liabilities                                                                479,005                9,427                 5,875
                                                                             -----------          -----------           -----------
Net Assets                                                                   $49,016,505          $16,174,591           $11,838,067
                                                                             ===========          ===========           ===========

Net Assets Consist of:
Capital paid in                                                              $39,230,680          $15,944,803           $12,068,608
Undistributed net investment income                                              405,031              512,156               334,126
Accumulated net realized gain (loss) on
investments and foreign
currency transactions                                                          2,800,018              (65,643)             (105,271)
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                             6,580,776             (216,725)             (459,396)
                                                                             -----------          -----------           -----------
Total                                                                        $49,016,505          $16,174,591           $11,838,067
                                                                             ===========          ===========           ===========

Shares of Beneficial Interest
Outstanding (Note 2)                                                           3,044,639            1,495,548             1,082,898
                                                                             ===========          ===========           ===========

Net Asset Value, Offering and
Redemption Price Per Share
(Net assets divided by shares outstanding)                                   $     16.10          $     10.82           $     10.93
                                                                             ===========          ===========           ===========


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                                               TARGET                  UTILITIES
                                                                            MATURITY 2010                INCOME
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                     <C>         
Assets
Investments in securities:
At identified cost                                                            $605,925                $ 17,731,028
                                                                              ========                ============

At value (Note 1A)                                                            $624,884                $ 20,263,766
Cash                                                                             1,645                     318,381
Receivables:
Investment securities sold                                                        --                       390,366
Trust shares sold                                                               40,951                      41,565
Interest and dividends                                                            --                        51,243
Other assets                                                                      --                          --
                                                                              --------                ------------
Total Assets                                                                   667,480                  21,065,321
                                                                              --------                ------------
Liabilities
Payables:
Investment securities purchased                                                   --                       204,012
Trust shares redeemed                                                             --                          --
Dividend payable July 1, 1996                                                     --                          --
Accrued advisory fee                                                               268                       9,944
Accrued expenses                                                                  --                          --
                                                                              --------                ------------
Total Liabilities                                                                  268                     213,956
                                                                              --------                ------------
Net Assets                                                                    $667,212                $ 20,851,365
                                                                              ========                ============

Net Assets Consist of:
Capital paid in                                                               $643,517                $ 18,078,227
Undistributed net investment income                                              4,736                     309,297
Accumulated net realized gain (loss) on
investments and foreign
currency transactions                                                             --                       (68,897)
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                              18,959                   2,532,738
                                                                              --------                ------------
Total                                                                         $667,212                $ 20,851,365
                                                                              ========                ============

Shares of Beneficial Interest
Outstanding (Note 2)                                                            64,148                   1,745,259
                                                                              ========                ============

Net Asset Value, Offering and
Redemption Price Per Share
(Net assets divided by shares outstanding)                                    $  10.40                $      11.95
                                                                              ========                ============
</TABLE>


See notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

Statement of Operations
FIRST INVESTORS LIFE SERIES FUND
Six Months Ended June 30, 1996

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      CASH
                                                                              BLUE CHIP            MANAGEMENT            DISCOVERY
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                    <C>                  <C>        
Investment Income
Income:
Interest                                                                    $   167,769            $ 109,044            $   205,894
Dividends                                                                       659,225                 --                  221,841
Consent fees                                                                       --                   --                     --
                                                                            -----------            ---------            -----------
Total income                                                                    826,994              109,044                427,735
                                                                            -----------            ---------            -----------
Expenses (Notes 1G and 5):
Advisory fee                                                                    276,679               15,056                209,681
Professional fees                                                                10,971                2,370                  7,427
Reports to shareholders                                                          10,316                  758                  6,295
Custodian fees                                                                    6,597                2,748                  9,004
Other expenses                                                                    6,939                1,001                  5,511
                                                                            -----------            ---------            -----------
Total expenses                                                                  311,502               21,933                237,918
Less: Expenses waived or assumed                                                   --                 (9,683)                  --
Custodian fees paid indirectly                                                   (6,597)                (205)                (9,004)
                                                                            -----------            ---------            -----------
Expenses--net                                                                   304,905               12,045                228,914
                                                                            -----------            ---------            -----------
Net investment income                                                           522,089               96,999                198,821
                                                                            -----------            ---------            -----------
Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Transactions (Note 3):
Net realized gain (loss) on investments and
foreign currency transactions                                                 2,118,783                   23              3,816,967
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                            3,960,487                 --                  143,704
                                                                            -----------            ---------            -----------
Net gain (loss) from investments and
foreign currency                                                              6,079,270                   23              3,960,671
                                                                            -----------            ---------            -----------
Net Increase (Decrease) in Net Assets
Resulting from Operations                                                   $ 6,601,359            $  97,022            $ 4,159,492
                                                                            ===========            =========            ===========


<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                              GOVERNMENT             GROWTH              HIGH YIELD
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>                   <C>        
Investment Income
Income:
Interest                                                                    $   334,277           $   39,771            $ 2,072,961
Dividends                                                                          --                531,831                117,590+
Consent fees                                                                       --                   --                   19,375
                                                                            -----------           ----------            -----------
Total income                                                                    334,277              571,602              2,209,926
                                                                            -----------           ----------            -----------
Expenses (Notes 1G and 5):
Advisory fee                                                                     34,696              213,439                162,948
Professional fees                                                                 4,216                2,463                  6,960
Reports to shareholders                                                           1,722                2,713                  6,576
Custodian fees                                                                    2,735                9,577                  4,075
Other expenses                                                                    1,807                   69                  4,853
                                                                            -----------           ----------            -----------
Total expenses                                                                   45,176              228,261                185,412
Less: Expenses waived or assumed                                                (16,698)                --                     --
Custodian fees paid indirectly                                                     (721)              (2,871)                (3,257)
                                                                            -----------           ----------            -----------
Expenses--net                                                                    27,757              225,390                182,155
                                                                            -----------           ----------            -----------
Net investment income                                                           306,520              346,212              2,027,771
                                                                            -----------           ----------            -----------
Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Transactions (Note 3):
Net realized gain (loss) on investments and
foreign currency transactions                                                  (113,464)           2,620,219                (20,106)
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                             (260,886)           2,703,351               (215,476)
                                                                            -----------           ----------            -----------
Net gain (loss) from investments and
foreign currency                                                               (374,350)           5,323,570               (235,582)
                                                                            -----------           ----------            -----------
Net Increase (Decrease) in Net Assets
Resulting from Operations                                                   $   (67,830)          $5,669,782            $ 1,792,189
                                                                            ===========           ==========            ===========


<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                            INTERNATIONAL         INVESTMENT              TARGET
                                                                              SECURITIES             GRADE             MATURITY 2007
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                    <C>                  <C>        
Investment Income
Income:
Interest                                                                    $    87,124            $ 560,712            $   367,401
Dividends                                                                       578,328(a)              --                     --
Consent fees                                                                       --                   --                     --
                                                                            -----------            ---------            -----------
Total income                                                                    665,452              560,712                367,401
                                                                            -----------            ---------            -----------
Expenses (Notes 1G and 5):
Advisory fee                                                                    167,825               60,299                 41,646
Professional fees                                                                 6,829                4,207                  2,489
Reports to shareholders                                                           5,981                1,932                    612
Custodian fees                                                                   70,998                2,341                    845
Other expenses                                                                    5,626                1,883                    921
                                                                            -----------            ---------            -----------
Total expenses                                                                  257,259               70,662                 46,513
Less: Expenses waived or assumed                                                   --                (20,636)               (12,351)
Custodian fees paid indirectly                                                     --                 (1,669)                  (845)
                                                                            -----------            ---------            -----------
Expenses--net                                                                   257,259               48,357                 33,317
                                                                            -----------            ---------            -----------
Net investment income                                                           408,193              512,355                334,084
                                                                            -----------            ---------            -----------
Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Transactions (Note 3):
Net realized gain (loss) on investments and
foreign currency transactions                                                 2,798,928(b)            17,706               (104,275)
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                              122,597(c)          (876,086)            (1,184,093)
                                                                            -----------            ---------            -----------
Net gain (loss) from investments and
foreign currency                                                              2,921,525             (858,380)            (1,288,368)
                                                                            -----------            ---------            -----------
Net Increase (Decrease) in Net Assets
Resulting from Operations                                                   $ 3,329,718            $(346,025)           $  (954,284)
                                                                            ===========            =========            ===========


<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                                                              TARGET                   UTILITIES
                                                                          MATURITY 2010*                 INCOME
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                     <C>         
Investment Income
Income:
Interest                                                                    $  5,213                $     23,081
Dividends                                                                       --                       340,756
Consent fees                                                                    --                          --
                                                                            --------                ------------
Total income                                                                   5,213                     363,837
                                                                            --------                ------------
Expenses (Notes 1G and 5):
Advisory fee                                                                     596                      66,551
Professional fees                                                                100                       4,015
Reports to shareholders                                                         --                         1,981
Custodian fees                                                                    11                       3,635
Other expenses                                                                   400                       2,503
                                                                            --------                ------------
Total expenses                                                                 1,107                      78,685
Less: Expenses waived or assumed                                                (619)                    (21,809)
Custodian fees paid indirectly                                                   (11)                     (3,635)
                                                                            --------                ------------
Expenses--net                                                                    477                      53,241
                                                                            --------                ------------
Net investment income                                                          4,736                     310,596
                                                                            --------                ------------
Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency
Transactions (Note 3):
Net realized gain (loss) on investments and
foreign currency transactions                                                   --                        53,103
Net unrealized appreciation (depreciation) of
investments and translation of assets in
foreign currencies                                                            18,959                     466,890
                                                                            --------                ------------
Net gain (loss) from investments and
foreign currency                                                              18,959                     519,993
                                                                            --------                ------------
Net Increase (Decrease) in Net Assets
Resulting from Operations                                                   $ 23,695                $    830,589
                                                                            ========                ============
</TABLE>

(a)  Net of $104,620 foreign taxes withheld
(b)  Includes net realized loss of $1,665 on foreign currency transactions
(c)  Includes $267 of net  unrealized  depreciation  on translation of assets in
     foreign currencies
*    From April 30, 1996 (commencement of operations) to June 30, 1996
+    See Note 1G

See notes to financial statements

<PAGE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets
FIRST INVESTORS LIFE SERIES FUND

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                            Blue Chip                         Cash Management
                                                                ----------------------------          --------------------------
                                                                    1/1/96 to                          1/1/96 to
                                                                     6/30/96            1995            6/30/96             1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>                <C>               <C>        
Increase (Decrease) in Net Assets from Operations
Net investment income                                           $    522,089       $  1,020,536       $    96,999       $   220,767
Net realized gain (loss) on investments                            2,118,783          1,953,467                23               178
Net unrealized appreciation (depreciation)
of investments                                                     3,960,487         12,258,988              --                --
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in net assets
resulting from operations                                          6,601,359         15,232,991            97,022           220,945
                                                                ------------       ------------       -----------       -----------
Distributions to Shareholders from:
Net investment income                                             (1,020,540)          (569,704)          (97,022)         (220,945)
Net realized gain on investments                                  (1,952,687)        (2,922,430)             --                --
                                                                ------------       ------------       -----------       -----------
Total distributions                                               (2,973,227)        (3,492,134)          (97,022)         (220,945)
                                                                ------------       ------------       -----------       -----------
Trust Share Transactions (a)
Proceeds from shares sold                                          8,986,328         12,100,755         1,645,522         1,802,472
Value of distributions reinvested                                  2,973,227          3,492,134            81,962           220,945
Cost of shares redeemed                                           (1,180,816)        (1,858,303)       (2,025,706)       (1,790,408)
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) from trust
share transactions                                                10,778,739         13,734,586          (298,222)          233,009
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in net assets                             14,406,871         25,475,443          (298,222)          233,009
Net Assets
Beginning of period                                               66,899,744         41,424,301         4,161,564         3,928,555
                                                                ------------       ------------       -----------       -----------
End of period+                                                  $ 81,306,615       $ 66,899,744       $ 3,863,342       $ 4,161,564
                                                                ============       ============       ===========       ===========

 +Includes undistributed net investment income of               $    520,452       $  1,018,903       $      --         $      --
                                                                ============       ============       ===========       ===========

 (a) Trust Shares Issued and Redeemed
Sold                                                                 516,857            791,231         1,645,522         1,802,472
Issued for distributions reinvested                                  175,515            261,975            81,962           220,945
Redeemed                                                             (67,657)          (125,241)       (2,025,706)       (1,790,408)
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in shares outstanding                        624,715            927,965          (298,222)          233,009
                                                                ============       ============       ===========       ===========


<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                           Discovery                           Government
                                                                ----------------------------          --------------------------
                                                                    1/1/96 to                          1/1/96 to
                                                                     6/30/96            1995            6/30/96             1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>                <C>               <C>        
Increase (Decrease) in Net Assets from Operations
Net investment income                                           $    198,821       $    254,090       $   306,520       $   602,672
Net realized gain (loss) on investments                            3,816,967          2,003,359          (113,464)          322,099
Net unrealized appreciation (depreciation)
of investments                                                       143,704          6,147,258          (260,886)          344,995
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in net assets
resulting from operations                                          4,159,492          8,404,707           (67,830)        1,269,766
                                                                ------------       ------------       -----------       -----------
Distributions to Shareholders from:
Net investment income                                               (254,154)           (93,692)         (593,694)         (507,584)
Net realized gain on investments                                  (2,006,246)        (1,992,932)             --                --
                                                                ------------       ------------       -----------       -----------
Total distributions                                               (2,260,400)        (2,086,624)         (593,694)         (507,584)
                                                                ------------       ------------       -----------       -----------
Trust Share Transactions (a)
Proceeds from shares sold                                          7,284,377         13,530,189           704,108         1,678,903
Value of distributions reinvested                                  2,260,401          2,086,624           593,694           507,584
Cost of shares redeemed                                             (753,613)        (1,278,557)         (870,241)       (1,326,445)
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) from trust
share transactions                                                 8,791,165         14,338,256           427,561           860,042
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in net assets                             10,690,257         20,656,339          (233,963)        1,622,224
Net Assets
Beginning of period                                               50,899,953         30,243,614         9,500,187         7,877,963
                                                                ------------       ------------       -----------       -----------
End of period+                                                  $ 61,590,210       $ 50,899,953       $ 9,266,224       $ 9,500,187
                                                                ============       ============       ===========       ===========

 +Includes undistributed net investment income of               $    198,267       $    253,600       $   314,773       $   601,947
                                                                ============       ============       ===========       ===========

 (a) Trust Shares Issued and Redeemed
Sold                                                                 308,652            617,324            70,671           170,551
Issued for distributions reinvested                                  100,062            109,304            60,767            53,998
Redeemed                                                             (31,973)           (61,853)          (85,515)         (133,164)
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in shares outstanding                        376,741            664,775            45,923            91,385
                                                                ============       ============       ===========       ===========


<CAPTION>
- -------------------------------------------------------------------------------------------
                                                                            Growth
                                                               ----------------------------
                                                                   1/1/96 to
                                                                    6/30/96          1995
- -------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>
Increase (Decrease) in Net Assets from Operations
Net investment income                                          $    346,212    $    459,596
Net realized gain (loss) on investments                           2,620,219       1,548,981
Net unrealized appreciation (depreciation)
of investments                                                    2,703,351       6,983,358
                                                               ------------    ------------
Net increase (decrease) in net assets
resulting from operations                                         5,669,782       8,991,935
                                                               ------------    ------------
Distributions to Shareholders from:
Net investment income                                              (459,017)       (175,754)
Net realized gain on investments                                 (1,505,267)       (591,906)
                                                               ------------    ------------
Total distributions                                              (1,964,284)       (767,660)
                                                               ------------    ------------
Trust Share Transactions (a)
Proceeds from shares sold                                         7,010,099      10,824,201
Value of distributions reinvested                                 1,964,285         767,659
Cost of shares redeemed                                            (776,279)     (1,442,104)
                                                               ------------    ------------
Net increase (decrease) from trust
share transactions                                                8,198,105      10,149,756
                                                               ------------    ------------
Net increase (decrease) in net assets                            11,903,603      18,374,031
Net Assets
Beginning of period                                              51,171,223      32,797,192
                                                               ------------    ------------
End of period+                                                 $ 63,074,826    $ 51,171,223
                                                               ============    ============

+Includes undistributed net investment income of               $    346,042    $    458,847
                                                               ============    ============

(a) Trust Shares Issued and Redeemed
Sold                                                                327,330         572,178
Issued for distributions reinvested                                  99,585          45,613
Redeemed                                                            (36,573)        (78,592)
                                                               ------------    ------------
Net increase (decrease) in shares outstanding                       390,342         539,199
                                                               ============    ============
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets (continued)
FIRST INVESTORS LIFE SERIES FUND
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              INTERNATIONAL
                                                                           HIGH YIELD                           SECURITIES
                                                                ----------------------------          --------------------------
                                                                    1/1/96 to                          1/1/96 to
                                                                     6/30/96            1995            6/30/96             1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>                <C>               <C>        
Increase (Decrease) in Net Assets from Operations
Net investment income                                           $  2,027,771       $  3,666,384       $   408,193       $   495,853
Net realized gain (loss) on investments and
foreign currency transactions                                        (20,106)          (147,796)        2,798,928         1,334,830
Net unrealized appreciation (depreciation)
of investments and translation of assets
in foreign currencies                                               (215,476)         3,097,609           122,597         4,263,821
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in net assets
resulting from operations                                          1,792,189          6,616,197         3,329,718         6,094,504
                                                                ------------       ------------       -----------       -----------
Distributions to Shareholders from:
Net investment income                                             (3,666,317)        (2,973,759)         (497,039)         (284,370)
Net realized gain on investments                                        --                 --          (1,333,455)         (601,917)
                                                                ------------       ------------       -----------       -----------
Total distributions                                               (3,666,317)        (2,973,759)       (1,830,494)         (886,287)
                                                                ------------       ------------       -----------       -----------
Trust Share Transactions (a)
Proceeds from shares sold                                          2,847,989          5,830,065         5,552,491         6,301,362
Value of distributions reinvested                                  3,666,317          2,973,759         1,830,494           886,288
Cost of shares redeemed                                           (2,167,584)        (2,837,047)         (877,266)       (2,692,802)
                                                                ------------       ------------       -----------       -----------
Net increase from trust share transactions                         4,346,722          5,966,777         6,505,719         4,494,848
                                                                ------------       ------------       -----------       -----------
Net increase (decrease) in net assets                              2,472,594          9,609,215         8,004,943         9,703,065
Net Assets
Beginning of period                                               41,893,961         32,284,746        41,011,562        31,308,497
                                                                ------------       ------------       -----------       -----------
End of period+                                                  $ 44,366,555       $ 41,893,961       $49,016,505       $41,011,562
                                                                ============       ============       ===========       ===========

+Includes undistributed net investment income of                $  2,025,373       $  3,663,919       $   405,031       $   493,877
                                                                ============       ============       ===========       ===========

(a) Trust Shares Issued and Redeemed
Sold                                                                 254,104            537,054           348,947           439,419
Issued for distributions reinvested                                  334,213            296,191           118,709            69,350
Redeemed                                                            (194,093)          (263,126)          (55,217)         (194,386)
                                                                ------------       ------------       -----------       -----------
Net increase in shares outstanding                                   394,224            570,119           412,439           314,383
                                                                ============       ============       ===========       ===========


<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 TARGET
                                                                          INVESTMENT GRADE                    MATURITY 2007
                                                                -----------------------------         -----------------------------
                                                                    1/1/96 to                           1/1/96 to       4/25/95* to
                                                                     6/30/96             1995            6/30/96          12/31/95
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                <C>                <C>               <C>        
Increase (Decrease) in Net Assets from Operations
Net investment income                                          $    512,355       $    936,270       $   334,084       $   209,332
Net realized gain (loss) on investments and
foreign currency transactions                                        17,706            (35,809)         (104,275)           42,147
Net unrealized appreciation (depreciation)
of investments and translation of assets
in foreign currencies                                              (876,086)         1,528,072        (1,184,093)          724,697
                                                               ------------       ------------       -----------       -----------
Net increase (decrease) in net assets
resulting from operations                                          (346,025)         2,428,533          (954,284)          976,176
                                                               ------------       ------------       -----------       -----------
Distributions to Shareholders from:
Net investment income                                              (936,444)          (605,201)         (209,290)             --
Net realized gain on investments                                       --                 --             (43,143)             --
                                                               ------------       ------------       -----------       -----------
Total distributions                                                (936,444)          (605,201)         (252,433)             --
                                                               ------------       ------------       -----------       -----------
Trust Share Transactions (a)
Proceeds from shares sold                                         1,250,006          3,462,505         3,370,523         8,383,571
Value of distributions reinvested                                   936,444            605,201           252,433              --
Cost of shares redeemed                                            (991,261)        (1,231,643)         (437,919)             --
                                                               ------------       ------------       -----------       -----------
Net increase from trust share transactions                        1,195,189          2,836,063         3,185,037         8,383,571
                                                               ------------       ------------       -----------       -----------
Net increase (decrease) in net assets                               (87,280)         4,659,395         1,978,320         9,359,747
Net Assets
Beginning of period                                              16,261,871         11,602,476         9,859,747           500,000**
                                                               ------------       ------------       -----------       -----------
End of period+                                                 $ 16,174,591       $ 16,261,871       $11,838,067       $ 9,859,747
                                                               ============       ============       ===========       ===========

 +Includes undistributed net investment income of              $    512,156       $    936,245       $   334,126       $   209,332
                                                               ============       ============       ===========       ===========

 (a) Trust Shares Issued and Redeemed
Sold                                                                113,026            315,041           297,181           754,138
Issued for distributions reinvested                                  85,991             59,159            22,399              --
Redeemed                                                            (89,228)          (113,482)          (40,820)             --
                                                               ------------       ------------       -----------       -----------
Net increase in shares outstanding                                  109,789            260,718           278,760           754,138
                                                               ============       ============       ===========       ===========
</TABLE>


*  Commencement of operations
** See Note 6


<PAGE>


<TABLE>
<CAPTION>

Statement of Changes in Net Assets (continued)
FIRST INVESTORS LIFE SERIES FUND

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                               TARGET                          UTILITIES
                                                                            MATURITY 2010                        INCOME
                                                                            -------------          --------------------------------
                                                                              4/30/96* to           1/1/96 to
                                                                                6/30/96              6/30/96                1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                    <C>                  <C>        
Increase (Decrease) in Net Assets from Operations
Net investment income                                                       $     4,736            $ 310,596            $   381,257
Net realized gain (loss) on investments                                            --                 53,103                (21,926)
Net unrealized appreciation
of investments                                                                   18,959              466,890              2,200,558
                                                                            -----------            ---------            -----------
Net increase in net assets
resulting from operations                                                        23,695              830,589              2,559,889
                                                                            -----------            ---------            -----------
Distributions to Shareholders from:
Net investment income                                                              --               (382,099)              (110,536)
                                                                            -----------            ---------            -----------
Trust Share Transactions (a)
Proceeds from shares sold                                                       243,517            5,475,833              7,708,137
Value of distributions reinvested                                                  --                382,099                110,535
Cost of shares redeemed                                                            --               (153,392)              (289,717)
                                                                            -----------            ---------            -----------
Net increase from trust
share transactions                                                              243,517            5,704,540              7,528,955
                                                                            -----------            ---------            -----------
Net increase in net assets                                                      267,212            6,153,030              9,978,308
Net Assets
Beginning of period                                                             400,000**          14,698,335             4,720,027
                                                                            -----------            ---------            -----------
End of period+                                                              $   667,212            $20,851,365          $14,698,335
                                                                            ===========            =========            ===========

 +Includes undistributed net investment income of                           $     4,736            $ 309,297            $   380,800
                                                                            ===========            =========            ===========

 (a) Trust Shares Issued and Redeemed
Sold                                                                             64,148              472,613                755,204
Issued for distributions reinvested                                                --                 33,459                 11,709
Redeemed                                                                           --                (13,178)               (28,182)
                                                                            -----------            ---------            -----------
Net increase in shares outstanding                                               64,148              492,894                738,731
                                                                            ===========            =========            ===========
</TABLE>

*  Commencement of operations
** See Note 6

See notes to financial statements


<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, Target Maturity 2010 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 and Target Maturity 2010 Fund seek 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.

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


<PAGE>


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 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 Government, High Yield,
International Securities, Investment Grade, Target Maturity 2007 and Target
Maturity 2010 Funds 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 are valued at cost plus amortization
of discount or accretion of premium.

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 distributions of income and capital
gains (in excess of any available capital loss carryovers) to relieve them from
all, or substantially all, federal income taxes. At June 30, 1996, 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             1,236,320     625,684     355,926     106,914     147,796
INVESTMENT GRADE          83,349         ---         ---      47,540      35,809
UTILITIES INCOME         122,000         ---         ---     100,075      21,925

</TABLE>



<PAGE>


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 on accrued dividends and related 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 Life Series Fund 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.


<PAGE>


F. Repurchase Agreements -- Securities pledged as collateral for repurchase
agreements are held by the Fund's custodian until maturity of the repurchase
agreement. The agreements provide that the Fund will receive, as collateral,
securities with a market value which will at all times be at least equal to 100%
of the amount invested by the Fund.

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. Shares of stock
received in lieu of cash dividends on certain preferred stock holdings are
recognized as dividend income and recorded at the market value of the shares
received. During the six months ended June 30, 1996, the High Yield Fund
recognized $22,902 of dividend income from these taxable "pay in kind"
distributions. Interest income and estimated expenses are accrued daily.

The Bank of New York, Custodian for all the Funds except the International
Securities Fund, has provided credits in the amount of $28,815 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 six months ended June 30, 1996,
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:


<PAGE>


<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                  $15,040,082   $13,449,430      $       --       $       --
DISCOVERY                   32,603,733    27,207,180              --               --
GOVERNMENT                          --            --       7,576,716        7,885,274
GROWTH                      20,103,490    13,998,409              --               --
HIGH YIELD                   6,044,312     4,834,016              --               --
INTERNATIONAL SECURITIES    18,120,849    14,369,508              --               --
INVESTMENT GRADE             1,852,210     1,171,509              --               --
TARGET MATURITY 2007                --            --       4,856,611        1,503,890
TARGET MATURITY 2010                --            --         605,925               --
UTILITIES INCOME             8,236,114     2,841,436              --               --

</TABLE>




At June 30, 1996, aggregate cost and net unrealized appreciation (depreciation)
of securities for federal income tax purposes were as follows:

<TABLE>
<CAPTION>

                                                   Gross             Gross      Net Unrealized
                             Aggregate        Unrealized        Unrealized        Appreciation
Fund                              Cost      Appreciation      Depreciation       (Depreciation)
- ------                     -----------      ------------      ------------      --------------
<S>                        <C>               <C>                <C>                <C>
BLUE CHIP                  $61,879,018       $17,291,655        $  719,007         $16,572,648
CASH MANAGEMENT              3,879,671                --                --                  --
DISCOVERY                   52,024,165        11,031,307         3,773,405           7,257,902
GOVERNMENT                   9,060,371            10,965           170,333            (159,368)
GROWTH                      51,871,933        11,866,931           853,943          11,012,988
HIGH YIELD                  41,346,789         1,620,765           600,857           1,019,908
INTERNATIONAL SECURITIES    42,462,357         7,424,582           843,539           6,581,043
INVESTMENT GRADE            15,684,438           132,461           349,186            (216,725)
TARGET MATURITY 2007        12,295,476             2,435           462,474            (460,039)
TARGET MATURITY 2010           605,925            19,181               222              18,959
UTILITIES INCOME            17,731,028         2,587,328            54,590           2,532,738

</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 June 30, 1996, the High
Yield and International Securities Funds held seven and three 144A securities,
respectively, with aggregate values of $2,284,750 and $176,267, respectively.
These securities represent 5.1% and .4%, of the respective Fund's 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
six months ended June 30, 1996, total advisory fees were $1,249,416 of which
$43,652 was waived by the investment adviser. In addition, $38,144 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 Fund's aggregate operating expenses, including the
advisory fee but generally excluding interest, taxes, brokerage commissions and
extraordinary expenses, exceed any limitation on expenses applicable to the Fund
in those states (unless waivers of such limitations have been obtained). The
amount of any such reimbursement is limited to the yearly advisory fee. For the
six months ended June 30, 1996, no reimbursement was required pursuant to these
provisions.


<PAGE>


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 Funds.

6. Commencement of Operations -- The Target Maturity 2007 Fund and the Target
Maturity 2010 Fund commenced operations in April 1995 and April 1996,
respectively, following the sale of 50,000 and 40,000 shares of beneficial
interest to First Investors Life Insurance Company for $500,000 and $400,000,
respectively.

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.

The Utilities Income Fund invests in securities issued by companies primarily
engaged in the public utilities industry. As a result, there are certain credit
risks which may subject the Fund more significantly to economic changes
occurring in the public utilities industry.

8. Restricted Securities -- On February 14, 1996, the International Securities
Fund purchased 695 shares of Vodafone Group PLC common stock at a cost of
$2,513. This security, which was acquired through a private placement, may not
be sold or transferred without prior registration under the Securities Act of
1933 or pursuant to an exemption therefrom. If and when the Fund sells this
security, additional costs for registration may be required. The security is
valued based upon the price of the unrestricted shares of common stock. At June
30, 1996, the value of the above restricted stock was $2,592.


<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 eleven Funds comprising First Investors
Life Series Fund as of June 30, 1996, the related statement of operations for
the six months then ended, the statement of changes in net assets for the six
months ended June 30, 1996 and the year ended December 31, 1995, 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 June
30, 1996, 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 eleven Funds comprising First Investors Life Series Fund as of June 30,
1996, and the results of their operations, changes in their net assets and
financial highlights for the periods presented, in conformity with generally
accepted accounting principles.

                                         Tait, Weller & Baker

Philadelphia, Pennsylvania
July 31, 1996


<PAGE>














                 First Investors Life Target Maturity 2010 Fund

                      Financial Statements for the Period
                       April 30, 1996 to August 31, 1996














<PAGE>


Portfolio of Investments (Unaudited)
FIRST INVESTORS LIFE TARGET MATURITY 2010 FUND
August 31, 1996
<TABLE>
<CAPTION>

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

<S>                <C>                                                                       <C>           <C>   
                   U.S. GOVERNMENT AGENCY ZERO COUPON OBLIGATIONS--73.5%
     $  603M       Agency For International Development-Israel ("AID"), 8/15/2010            $216,213      $1,749
        400M       Federal National Mortgage Association, 2/1/2011                            135,295       1,095
        200M       Government Trust Certificate, 11/15/2010                                    69,546         563
        400M       Resolution Funding Corporation, 1/15/2011                                  139,814       1,131
      1,000M       Tennessee Valley Authority, 11/1/2010                                      347,345       2,811
                                                                                                           ------
- ------------------------------------------------------------------------------------------------------------------------------------
                   Total Value of U.S. Government Agency Zero Coupon Obligations
                      (cost $927,329)                                                         908,213       7,349
- ------------------------------------------------------------------------------------------------------------------------------------
                   UNITED STATES TREASURY OBLIGATIONS--18.9%
        650M       U.S. Treasury Strips, 11/15/2010 (cost $235,956)                           233,891       1,893
- ------------------------------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $1,163,285)                            92.4%               1,142,104       9,242
Other Assets, Less Liabilities                                           7.6                   93,622         758
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets                                                             100.0%              $1,235,726     $10,000
====================================================================================================================================
</TABLE>


See notes to financial statements
<PAGE>
Statement of Assets and Liabilities (Unaudited)
FIRST INVESTORS LIFE TARGET MATURITY 2010 FUND
August 31, 1996

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
    Assets
    <S>                                                                        <C>        
    Investments in securities, at value (cost $1,163,285) (Note 1A) ......     $ 1,142,104
    Cash .................................................................          52,703
    Receivable for trust shares sold .....................................          41,448
                                                                               -----------
    Total Assets .........................................................       1,236,255

    Liabilities
    Accrued advisory fee .................................................             529
                                                                               -----------
    Net Assets ...........................................................     $ 1,235,726
                                                                               ===========

    Net Assets Consist of:
    Capital paid in ......................................................     $ 1,242,852
    Undistributed net investment income ..................................          14,055
    Net unrealized depreciation in value of investments ..................         (21,181)
                                                                               -----------
    Total ................................................................     $ 1,235,726
                                                                               ===========

    Shares of Beneficial Interest Outstanding (Note 2) ...................         121,891
                                                                               ===========

    Net Asset Value, Offering and Redemption Price Per Share
      (Net assets divided by shares outstanding) .........................     $     10.14
                                                                               ===========

</TABLE>

See notes to financial statements

<PAGE>
   Statement of Operations (Unaudited)
   FIRST INVESTORS LIFE TARGET MATURITY 2010 FUND 
   April 30, 1996 (commencement
   of operations) to August 31, 1996
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
   Investment Income
<S>                                                                            <C>        
    Interest income ......................................................     $    15,481

    Expenses (Notes 1E and 4):
      Advisory fee .......................................................     $     1,782
      Professional fees ..................................................             800
      Custodian fees .....................................................              75
      Other expenses .....................................................             500
                                                                               -----------
    Total expenses .......................................................           3,157
    Less: Expenses waived or assumed .....................................          (1,656)
          Custodian fees paid indirectly .................................             (75)
                                                                               -----------
    Net expenses .........................................................           1,426
                                                                               -----------
    Net investment income ................................................          14,055
                                                                               -----------
    Realized and Unrealized Gain (Loss) on Investments (Note 3):

    Net realized gain (loss) on investments ..............................            --
    Net unrealized depreciation of investments ...........................         (21,181)
                                                                               -----------
    Net loss on investments ..............................................         (21,181)
                                                                               -----------
    Net Decrease in Net Assets Resulting from Operations .................     $   ( 7,126)
                                                                               ===========

</TABLE>

See notes to financial statements

<PAGE>
   Statement of Changes in Net Assets (Unaudited) 
   FIRST INVESTORS LIFE TARGET MATURITY 2010 FUND
   April 30, 1996 (commencement of operations) to August 31, 1996

<TABLE>
<CAPTION>

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

   Increase (Decrease) in Net Assets from Operations
<S>                                                                            <C>        
      Net investment income ..............................................     $    14,055
      Net realized gain (loss) on investments ............................            --
      Net unrealized depreciation of investments .........................         (21,181)
                                                                               -----------
        Net decrease in net assets resulting from operations .............          (7,126)

    Trust Shares Issued (81,891 shares) ..................................         842,852
                                                                               -----------
    Net increase in net assets ...........................................         835,726

    Net Assets
      Beginning of period (Note 5) .......................................         400,000
                                                                               -----------
      End of period (including undistributed net investment income of
        $14,055) .........................................................     $ 1,235,726
                                                                               ===========
</TABLE>

See notes to financial statements

<PAGE>
Notes to Financial Statements (Unaudited)
FIRST INVESTORS LIFE TARGET MATURITY 2010 FUND

1. Significant Accounting Policies - First Investors Life Series Fund (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, Target
Maturity 2010 and Utilities Income Funds and accounts separately for the assets,
liabilities and operations of each Series. This report relates only to the
Target Maturity 2010 Fund (the "Series"). As its objective, this Series seeks to
provide a predictable compounded investment return for investors who hold their
shares until the Series' maturity, consistent with the preservation of capital.

A. Security Valuation - The U.S. Government Obligations in which the Series
invests are traded primarily in the over-the- counter markets. Such securities
are valued daily at their fair value on the basis of valuations provided by a
pricing service approved by the trustees. 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.

B. Federal Income Taxes - No provision has been made for federal income taxes on
net income or capital gains since it is the policy of the Series to continue to
comply with the special provisions of the Internal Revenue Code applicable to
investment companies, and to make sufficient distributions of income and capital
gains (in excess of any available capital loss carryovers) to relieve it from
all, or substantially all, federal income taxes.

C. Distributions to Shareholders - Distributions to shareholders from net
investment income and net realized gains are declared and paid annually. 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
capital loss carryforwards and deferral of wash sales.

D. Expense Allocation - Expenses directly charged or attributable to the Series
are paid from the assets of the Series. General expenses of the Fund are
allocated among and charged to the assets of each Series on a fair and equitable
basis, which may be based on the relative assets of each Series or the nature of
the services performed and relative applicability to each Series.

E. Other - Security transactions are accounted for on the date the securities
are purchased or sold. Cost is determined and gains and losses are based on the
identified cost basis for both financial statement and federal income tax
purposes. Interest income (consisting of accretion of bond discount) and
estimated expenses are accrued daily. The Bank of New York, Custodian for the
Series, has provided credits in the amount of $75 against custodian charges
based on the uninvested cash balances of the Series.

2. Trust Shares - The Declaration of Trust permits the issuance of an unlimited
number of shares of beneficial interest of one or more Series. Shares in the
Series 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 period from April 30, 1996
(commencement of operations) through August 31, 1996, purchases and sales of
long-term U.S. Government obligations aggregated $1,163,285 and $0,
respectively. At August 31, 1996, the cost of investments for federal income tax
purposes was $1,163,285. Accumulated gross and net unrealized depreciation on
investments was $21,181. 

4. 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 the
Series' average daily net assets, declining by .03% on each $250 million
thereafter, down to .66% on average daily net assets over $750 million. For the
period from April 30, 1996 (commencement of operations) through August 31, 1996,
total advisory fees were $1,782 of which $356 was waived by FIMCO. In addition,
$1,300 of expenses were assumed by FIMCO.

Pursuant to certain state regulations, FIMCO has agreed to reimburse the Series
if and to the extent that the Series' aggregate operating expenses, including
the advisory fee but generally excluding interest, taxes, brokerage commissions
and extraordinary expenses, exceed any limitation on expenses applicable to the
Series in those states (unless waivers of such limitations have been obtained).
The amount of any such reimbursement is limited to the yearly advisory fee. For
the period from April 30, 1996 through August 31, 1996, no reimbursement was
required pursuant to these provisions.

5. Commencement of Operations - The Target Maturity 2010 Fund commenced
operations on April 30, 1996, following the sale of 40,000 shares of beneficial
interest to First Investors Life Insurance Company for $400,000.



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