FIRST INVESTORS HIGH YIELD FUND INC /NY/
497, 1999-04-30
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                      FIRST INVESTORS GOVERNMENT FUND, INC.
                      FIRST INVESTORS INVESTMENT GRADE FUND
                     a series of First Investors Series Fund
                      FIRST INVESTORS FUND FOR INCOME, INC.
                      FIRST INVESTORS HIGH YIELD FUND, INC.
                         Supplement dated April 30, 1999
                     TO STATEMENT OF ADDITIONAL INFORMATION
                             dated February 19, 1999

The attached  Shareholder  Manual dated April 22, 1999 replaces the  Shareholder
Manual dated February 19, 1999 beginning on page 84:

<PAGE>
                               SHAREHOLDER MANUAL



A Guide to Your                                        (FIRST INVESTORS LOGO)
First Investors
Mutual Fund Account
- -------------------

as of April 22, 1999





<PAGE>


INTRODUCTION

Investing  in mutual  funds  doesn't  have to be  complicated.  Your  registered
representative  is available to answer your  questions and help you process your
transactions.  First Investors offers personalized service and a wide variety of
mutual  funds.  In the event you wish to  process a  transaction  directly,  the
material provided in this  easy-to-follow  guide tells you how to contact us and
explains our policies and  procedures.  Please note that there are special rules
for money market funds.

Please read this manual completely to gain a better  understanding of how shares
are bought, sold, exchanged,  and transferred.  In addition, the manual provides
you with a  description  of the  services  we offer to simplify  investing.  The
services,  privileges and fees  referenced in this manual are subject to change.
You should call our Shareholder  Services  Department at 1 (800) 423-4026 before
initiating any transaction.

This manual must be preceded or  accompanied  by a First  Investors  mutual fund
prospectus. For more complete information on any First Investors Fund, including
charges and expenses,  refer to the  prospectus.  Read the prospectus  carefully
before you invest or send money.


                             (FIRST INVESTORS LOGO)


        PRINCIPAL UNDERWRITER                         TRANSFER AGENT
     First Investors Corporation           Administrative Data Management Corp.
           95 Wall Street                             581 Main Street
         New York, NY 10005                        Woodbridge, NJ 07095
           1-212-858-8000                             1-800-423-4026





<PAGE>


                               TABLE OF CONTENTS

HOW TO BUY SHARES

To Open an Account.......................................................... 1
To Open a Retirement Account................................................ 2
Minimum Initial Investment.................................................. 2
Additional Investments...................................................... 2
Acceptable Forms of Payment................................................. 2
Share Classes............................................................... 2
Share Class Specification................................................... 3
Class A Shares.............................................................. 3
Class B Shares.............................................................. 5
How to Pay.................................................................. 6

HOW TO SELL SHARES

Written Redemptions......................................................... 9
Telephone Redemptions....................................................... 9
Electronic Funds Transfer................................................... 9
Systematic Withdrawal Plans................................................ 10
Expedited Wire Redemptions................................................. 10

HOW TO EXCHANGE SHARES

Exchange Methods........................................................... 11
Exchange Conditions........................................................ 12
Exchanging Funds with Automatic Investments or 
Systematic Withdrawals..................................................... 12

WHEN AND HOW
FUND SHARES ARE PRICED..................................................... 13

HOW PURCHASE, REDEMPTION AND EXCHANGE ORDERS 
ARE PROCESSED AND PRICED................................................... 13

SPECIAL RULES FOR MONEY MARKET FUNDS....................................... 14

RIGHT TO REJECT PURCHASE OR EXCHANGE ORDERS................................ 15

SIGNATURE GUARANTEE POLICY................................................. 15

TELEPHONE SERVICES

Telephone Exchanges and Redemptions........................................ 16
Shareholder Services....................................................... 17

OTHER SERVICES............................................................. 18

ACCOUNT STATEMENTS

Transaction Confirmation Statements........................................ 20
Master Account Statements.................................................. 20
Annual and Semi-Annual Reports............................................. 20

DIVIDENDS AND DISTRIBUTIONS

Dividends and Distributions................................................ 21
Buying a Dividend.......................................................... 21

TAX FORMS.................................................................. 22

THE OUTLOOK................................................................ 22


<PAGE>






                      (THIS PAGE INTENTIONALLY LEFT BLANK)






<PAGE>

HOW TO BUY SHARES

First  Investors  offers a wide variety of mutual  funds to meet your  financial
needs ("FI Funds").  Your registered  representative  will review your financial
objectives and risk tolerance,  explain our product line and services,  and help
you select the right investments.  Call our Shareholder Services Department at 1
(800)  423-4026  or  visit  us  on-line  at   www.firstinvestors.com   for  more
information.

o TO OPEN AN ACCOUNT

Before  investing,  you must  establish an account with your  broker-dealer.  At
First  Investors  Corporation  ("FI") you do this by  completing  and  signing a
Master Account  Agreement  ("MAA").  After you determine the fund(s) you want to
purchase,  deliver  your  completed  MAA and your check,  made  payable to First
Investors Corporation,  to your registered  representative.  New client accounts
must be established through your registered representative.

You need to tell us how you want your shares registered when you open a new Fund
account. Please keep the following information in mind:

JOINT  ACCOUNTS.  For any account with two or more owners,  all owners must sign
requests  to process  transactions.  Telephone  privileges  allow any one of the
owners to process transactions independently.

GIFTS AND TRANSFERS TO MINORS. Custodial accounts for a minor may be established
under your state's Uniform Gifts/Transfers to Minors Act. Custodial accounts are
registered under the minor's social security number.

TRUSTS.  A trust  account may be opened only if you have a valid  written  trust
document.

TRANSFER ON DEATH  (TOD).  TOD  registrations,  available on all FI Funds in all
states,  allow  individual  and  joint  account  owners  to  name  one  or  more
beneficiaries. The ownership of the account passes to the named beneficiaries in
the event of the death of all account owners.

DIVIDENDS AND CAPITAL GAINS. Fund distributions will be automatically reinvested
in your account unless you request otherwise.



SOME REGISTRATIONS REQUIRE ADDITIONAL PAPERWORK.

- --------------------------------------------------------------------------------
TYPE OF ACCOUNT     ADDITIONAL DOCUMENTS REQUIRED
- --------------------------------------------------------------------------------

Corporations        First Investors Certificate of Authority
Partnership
& Trusts

Transfer On Death   First Investors TOD Registration Request Form
(TOD)

Estates             Original or Certified Copy of Death Certificate
                    Certified Copy of Letters Testamentary/Administration
                    First Investors Executor's Certification & Indemnification
                     Form

Conservatorships    Certified copy of court document appointing Conservator/
& Guardianships     Guardian
- --------------------------------------------------------------------------------

                                       1

<PAGE>

o TO OPEN A RETIREMENT ACCOUNT

Before  opening a retirement  account,  you must  establish an account with your
broker-dealer.  Fund  shares may be  purchased  for your  retirement  account by
completing the appropriate  retirement plan application.  First Investors offers
retirement plans for both individuals and employers as follows:

INDIVIDUAL RETIREMENT ACCOUNTS including Roth, Traditional, and Rollover IRAs.

SIMPLE IRAS offered by employers.

SEP-IRAS (SIMPLIFIED EMPLOYEE PENSION PLANS) for small business owners or people
with income from self-employment, including SARSEP-IRAs.

403(b)(7)  accounts for employees of eligible  tax-exempt  organizations such as
schools, hospitals and charitable organizations.

401(k) plans for employers.

MONEY  PURCHASE  PENSION  &  PROFIT  SHARING  plans  for  sole  proprietors  and
partnerships.

For more information  about these plans call your registered  representative  or
our Shareholder Services Department at
1 (800) 423-4026.

o MINIMUM INITIAL INVESTMENT

You can  open a  non-retirement  account  with a check  made  payable  to  First
Investors Corporation for as little as $1,000. The minimum is waived if you open
an account through one of our Automatic  Investment Programs (see How to Pay) or
through a full  exchange  from another FI Fund.  You can open a First  Investors
Traditional IRA or Roth IRA with as little as $500.  Other  retirement  accounts
may have lower initial investment requirements at the Fund's discretion.

o ADDITIONAL INVESTMENTS

Once you have established an account,  you can add to it through your registered
representative  or  by  sending  us  a  check  directly.  There  is  no  minimum
requirement on additional  purchases  into existing fund  accounts.  Remember to
include  your FI Fund  account  number  on your  check  made  payable  to  First
Investors Corporation.

Mail checks to:
First Investors Corporation
Attn: Dept. CP
581 Main Street
Woodbridge, NJ 07095-1198

o ACCEPTABLE FORMS OF PAYMENT

The following forms of payment are acceptable:

- -checks made payable to First Investors Corporation.

- -Money Line and Automatic Payroll Investment electronic funds transfers.

- -Federal Funds wire transfers.

For your protection,  never give your registered  representative cash or a check
made payable to your registered representative.

We DO NOT accept:

- -Third party checks.
- -Traveler's checks.
- -Checks drawn on non-US banks.
- -Money orders.
- -Cash.

o SHARE  CLASSES

All FI Funds are available in Class A and Class B shares.  Direct purchases into
Class B share money market accounts are not accepted.  Class B money market fund
shares may only be  acquired  through an  exchange  from  another  Class B share
account or through Class B share dividend cross-reinvestment.


                                       2
<PAGE>


Each class of shares has its own cost structure. As a result,  different classes
of shares in the same fund generally have different prices.  Class A shares have
a front-end  sales charge.  Class B shares may have a contingent  deferred sales
charge  ("CDSC").  While both  classes have a Rule 12b-1 fee, the fee on Class B
shares is generally higher. The principal  advantages of Class A shares are that
they have lower overall  expenses,  the  availability  of quantity  discounts on
sales charges,  and certain  account  privileges that are not offered on Class B
shares. The principal  advantage of Class B shares is that all your money is put
to work from the  outset.  Your  registered  representative  can help you decide
which class of shares is best for you.

o SHARE CLASS SPECIFICATION

It's very  important to specify  which class of shares you wish to purchase when
you open a new account. All First Investors account applications have a place to
designate your preference.  If you do not specify which class of shares you want
to purchase, Class A shares will automatically be purchased.

o CLASS A SHARES

When you buy Class A shares, you pay the offering price - the net asset value of
the fund plus a front-end sales charge. The front-end sales charge declines with
larger investments.

- --------------------------------------------------------------------------------
           CLASS A SALES CHARGES
  ----------------------------------------------------------------------------
                                 AS A % OF        AS A % OF YOUR
          YOUR INVESTMENT     OFFERING PRICE        INVESTMENT

          up to  $24,999           6.25%               6.67%
          $25,000 - $49,999        5.75%               6.10%
          $50,000 - $99,999        5.50%               5.82%
          $100,000 - $249,999      4.50%               4.71%
          $250,000 - $499,999      3.50%               3.63%
          $500,000 - $999,999      2.50%               2.56%

     Investments of $1 million or more will only be made in Class A shares at
     the Fund's net asset value.

     Generally, you should consider purchasing  Class A shares if you plan to
     invest $250,000 or more either initially or over time.
- --------------------------------------------------------------------------------

SALES CHARGE WAIVERS & REDUCTIONS ON CLASS A SHARES:

If you qualify for one of the sales  charge  reductions  or waivers,  it is very
important  to let us know at the time you place  your  order.  Include a written
statement with your check  explaining  which  privilege  applies.  If you do not
include this  statement we cannot  guarantee that you will receive the reduction
or waiver.

CLASS A SHARES MAY BE PURCHASED WITHOUT A SALES CHARGE:

1: By an officer, trustee, director, or employee of the Fund, the Fund's adviser
or subadviser, First Investors Corporation, or any affiliates of First Investors
Corporation, or by his/her spouse, child (under age 21) or grandchild (under age
21).

2: By a former  officer,  trustee,  director,  or  employee  of the Fund,  First
Investors  Corporation,  or their affiliates  provided the person worked for the
company  for at least 5 years  and  retired  or  terminated  employment  in good
standing.


                                       3
<PAGE>


3: By a FI  registered  representative  or an authorized  dealer,  or by his/her
spouse, child (under age 21) or grandchild (under age 21).

4: When fund distributions are reinvested in Class A shares.

5: When  Systematic  Withdrawal  Plan payments are  reinvested in Class A shares
(except for certain  payments from money market accounts which may be subject to
a sales charge).

6: When  qualified  retirement  plan loan  repayments  are reinvested in Class A
shares.

7: With the liquidation  proceeds from a First  Investors Life Variable  Annuity
Fund A, C, or D contract within one year of the contract's maturity date.

8: When  dividends (at least $50 a year) from a First  Investors  Life Insurance
Company policy are invested into an EXISTING account.

9: When a group  qualified  plan (401(k) plans,  money  purchase  pension plans,
profit  sharing  plans and 403(b) plans that are subject to Title I of ERISA) is
reinvesting  redemption  proceeds  from  another fund on which a sales charge or
CDSC was paid.

10: With  distribution  proceeds from a First  Investors  group  qualified  plan
account into an IRA.

11: By  participant  directed  group  qualified  plans with 100 or more eligible
employees or $1,000,000 or more in assets.

12: In amounts of $1 million or more.

13: By individuals under a Letter of Intent or Cumulative  Purchase Privilege of
$1 million or more.

FOR ITEMS 9 THROUGH  13 ABOVE:  A CDSC OF 1.00% WILL BE  DEDUCTED  IF SHARES ARE
REDEEMED WITHIN 2 YEARS OF PURCHASE.

SALES CHARGES ON CLASS A SHARES MAY BE REDUCED FOR:

1:  Participant  directed  group  qualified  retirement  plans  with 99 or fewer
eligible employees. The initial sales charge is reduced to 3.00% of the offering
price.

2: Certain  unit trust  holders  ("unitholders")  who elect to invest the entire
amount of principal,  interest,  and/or capital gains  distributions  from their
unit investment  trusts in Class A shares.  Unitholders of various series of New
York  Insured  Municipals-Income  Trust  sponsored by Van Kampen  Merrit,  Inc.,
unitholders of various  series of the  Multistate Tax Exempt Trust  sponsored by
Advest Inc., and unitholders of various series of the Insured  Municipal Insured
National  Trust,  J.C.  Bradford & Co. as agent,  may buy Class A shares of a FI
Fund with unit trust distributions at the net asset value plus a sales charge of
1.5%.  Unitholders of various tax-exempt trusts,  other than the New York Trust,
sponsored by Van Kampen  Merritt Inc. may buy Class A shares of a FI Fund at the
net asset value plus a sales charge of 1.0%.

Unitholders may make additional  purchases,  other than those made by unit trust
distributions, at the Fund's regular offering price.

+ CUMULATIVE PURCHASE PRIVILEGE

The Cumulative Purchase Privilege lets you add the value of all your existing FI
Fund  accounts  (Class A and Class B shares)  to the amount of your next Class A
share investment to reach sales charge discount breakpoints. For example, if the
combined current value of your existing FI Fund accounts is $25,000 (measured by
offering price), your next purchase will be eligible for a sales charge discount
at the $25,000 level.  Cumulative Purchase discounts are applied to purchases as
indicated in the first column of the Class A Sales Charge table.

All your accounts registered with the same social security number will be linked
together under the Cumulative  Purchase  Privilege.  Your spouse's  accounts and
custodial  accounts  held for minor  children  residing at your home can also be
linked to your accounts upon request.


                                       4
<PAGE>




- -Conservator accounts are linked to the social security number of the ward,  not
 the conservator.

- -Sole proprietorship accounts are linked to personal/family accounts only if the
 account  is  registered  with  a  social  security  number,  not  an  employer
 identification number ("EIN").

- -Testamentary  trusts  and  living  trusts  may  be  linked  to  other  accounts
 registered  under the same trust EIN, but not to the personal  accounts of the
 trustee(s).

- -Estate accounts may only be linked to other accounts registered under the same
 EIN of the estate or social security number of the decedent.

 -Church and religious organizations may link accounts to others registered with
  the same EIN but not to the personal accounts of any member.

+ LETTER OF INTENT

A Letter of Intent ("LOI") lets you purchase at a discounted  sales charge level
even  though you do not yet have  sufficient  investments  to  qualify  for that
discount  level.  An LOI is a  commitment  by you to invest a  specified  dollar
amount during a 13 month period.  The amount you agree to invest  determines the
sales charge you pay.  Under an LOI, you can reduce the initial  sales charge on
Class A share  purchases  based on the total  amount you agree to invest in both
Class A and Class B shares  during the 13 month period.  Purchases  made 90 days
before the date of the LOI may be  included,  in which case the 13 month  period
begins on the date of the first  purchase.  Your LOI can be amended in two ways.
First,  you may file an amended LOI to raise or lower the LOI amount  during the
13 month period.  Second,  your LOI will be automatically  amended if you invest
more  than  your LOI  amount  during  the 13 month  period  and  qualify  for an
additional sales charge reduction.

By purchasing under an LOI, you acknowledge and agree to the following:

- -You authorize First  Investors to reserve 5% of your total intended  investment
 in shares held in escrow in your name until the LOI is completed.

- -First  Investors  is  authorized  to sell any or all of the  escrow  shares  to
 satisfy any additional  sales charges owed in the event you do not fulfill the
 LOI.

- -Although you may exchange all your shares,  you may not sell the reserve shares
 held in escrow until you fulfill the LOI or pay the higher sales charge.

o CLASS B SHARES

Class B shares are sold without an initial sales charge,  putting all your money
to work for you  immediately.  If you  redeem  Class B shares  within 6 years of
purchase,  a CDSC will be imposed. The CDSC declines from 4% to 0% over a 6-year
period, as shown in the chart below.  Class B share money market fund shares are
not sold  directly.  They can only be acquired  through an exchange from another
Class B fund account or through  cross  reinvestment  of dividends  from another
Class B share account.  Class B shares, and the dividend and distribution shares
they  earn,  automatically  convert  to Class A shares  after 8 years,  reducing
future annual expenses.

Generally, you should consider purchasing Class B shares if you intend to invest
less than  $250,000 and you would  rather pay higher  ongoing  expenses  than an
initial sales charge.



                              CLASS B SALES CHARGES

            THE CDSC DECLINES OVER TIME AS SHOWN IN THE TABLE BELOW:
            --------------------------------------------------------
                Year  1     2     3     4     5     6     7+
            --------------------------------------------------------
                CDSC  4%    4%    3%    3%    2%    1%    0%
            --------------------------------------------------------


                                       5
<PAGE>


If shares  redeemed are subject to a CDSC,  the CDSC will be based on the lesser
of the original purchase price or redemption  price.  There is no CDSC on shares
acquired  through dividend and capital gains  reinvestment.  We call these "free
shares."

Anytime you sell shares, your shares will be redeemed in the following manner to
ensure that you pay the lowest possible CDSC:

FIRST-Class  B shares  representing  dividends  and  capital  gains that are not
subject to a CDSC.

SECOND-Class B shares held more than six years which are not subject to a CDSC.

THIRD-Class B shares held longest which will result in the lowest CDSC.

For purposes of  calculating  the CDSC,  all purchases  made during the calendar
month are deemed to have been made on the first business day of the month at the
average cost of the shares purchased during that period.

SALES CHARGE WAIVERS ON CLASS B SHARES:

The CDSC on Class B shares does not apply to:

1:  Appreciation  on redeemed  shares above their  original  purchase  price and
shares acquired through dividend or capital gains distributions.

2: Redemptions due to death or disability (as defined in section 72(m)(7) of the
Internal  Revenue  Code)  requested   within  one  year  of  death.   Additional
documentation is required.

3: Distributions from employee benefit plans due to plan termination.

4:  Redemptions  to  remove  an  excess  contribution  from an IRA or  qualified
retirement plan.

5:  Distributions  upon reaching  required  minimum age 70 1/2 provided you have
held the shares for at least three years.

6:  Annual  redemptions  of up  to 8% of  your  account's  value  redeemed  by a
Systematic  Withdrawal  Plan. Free shares not subject to a CDSC will be redeemed
first and will count towards the 8% limit.

7:  Shares  redeemed  from  advisory  accounts  managed by or held by the Fund's
investment advisor or any of its affiliates.

8: Tax-free returns of excess contributions from employee benefit plans.

9: Redemptions of non-retirement shares purchased with proceeds from the sale of
shares of another fund group  between  April 29, 1996 and June 30, 1996 that did
not pay a sales charge (other than money market fund accounts or retirement plan
accounts).

10: Redemptions by the Fund when the account falls below the minimum.

11: Redemptions to pay account fees.

Include a  written  statement  with your  redemption  request  explaining  which
exemption applies. If you do not include this statement we cannot guarantee that
you will receive the waiver.

o HOW  TO  PAY

You can invest using one or more of the following options:

+ CHECK:

You can buy shares by writing a check payable to First Investors Corporation. If
you are opening a new fund account,  your check must meet the fund minimum. When
making purchases to an existing  account,  remember to include your fund account
number on your check.

AUTOMATIC INVESTMENTS:

We offer several automatic investment programs to simplify investing.

+ MONEY LINE:

With our Money Line  program,  you can open an  account  with as little as $50 a
month  or  $600  each  year  in  a  FI  Fund  account  by   transferring   funds
electronically  from your bank  account.  You can  invest up to  $10,000 a month
through Money Line.


                                       6
<PAGE>


Money Line allows you to select the payment  amount and  frequency  that is best
for you. You can make automatic investments  bi-weekly,  semi-monthly,  monthly,
quarterly, semi-annually, or annually.

The date you  select as your  Money  Line  investment  date is the date on which
shares will be  purchased.  THE PROCEEDS  MUST BE AVAILABLE IN YOUR BANK ACCOUNT
TWO BUSINESS DAYS PRIOR TO THE INVESTMENT DATE.

HOW TO APPLY:

1: Complete the Electronic  Funds Transfer ("EFT") section of the application to
provide complete bank information and authorize EFT fund share purchases. Attach
a voided  check.  A signature  guarantee  of all  shareholders  and bank account
owners  is  required.  PLEASE  ALLOW  AT  LEAST 10  BUSINESS  DAYS  FOR  INITIAL
PROCESSING.

2:  Complete  the Money Line section of the  application  to specify the amount,
frequency and date of the investment.

3: Submit the paperwork to your registered representative or send it to:

ADMINISTRATIVE DATA MANAGEMENT CORP.
581 MAIN STREET
WOODBRIDGE, NJ 07095-1198.

HOW TO CHANGE:

Provided you have telephone  privileges,  you may call Shareholder Services at 
1 (800) 423-4026 to:

- -Increase the payment up to $999.99.

- -Decrease the payment.

- -Discontinue the service.

To change investment  amounts,  reallocate or cancel Money Line, you must notify
us at least 3 business days prior to the investment date.

You must send a signature  guaranteed  written  request to  Administrative  Data
Management Corp. to:

- -Increase the payment to $1,000 or more.

- -Change  bank  information  (a new Money Line  Application  and voided  check is
 required).

A medallion  signature guarantee (see Signature Guarantee Policy) is required to
increase a Money Line payment to $2,500 or more.  Changing banks or bank account
numbers  requires 10 days notice.  Money Line  service  will be  suspended  upon
notification that all account owners are deceased.

+ AUTOMATIC PAYROLL INVESTMENT:

With our Automatic  Payroll  Investment  service ("API") you can  systematically
purchase shares by salary  reduction.  To participate,  your employer must offer
direct  deposit  and  permit  you to  electronically  transfer a portion of your
salary.  Contact  your  company  payroll  department  to  authorize  the  salary
reductions. If not available, you may consider our Money Line program.

Shares purchased through API are purchased on the day the electronic transfer is
received by the Fund.

HOW TO APPLY:

1: Complete an API  Application.  If you are receiving a government  payment and
wish to participate  in the API Program you must also complete the  government's
Direct Deposit Sign-up Form. Call  Shareholder  Services at 1 (800) 423-4026 for
more information.

2: Complete an API Authorization Form.

3: Submit the paperwork to your registered representative or send it to:

ADMINISTRATIVE DATA MANAGEMENT CORP.
581 MAIN STREET
WOODBRIDGE, NJ 07095-1198.

+ WIRE  TRANSFERS:

You may purchase shares via a Federal Funds wire transfer from your bank account
into your EXISTING First Investors account.  Federal Fund wire transfer proceeds
are not subject to a holding  period and are available to you  immediately  upon
receipt, as long as we have been notified properly.


                                       7
<PAGE>


If we receive a wire transfer for a purchase  prior to 12:00 p.m.,  Eastern Time
("ET")  and you  have  previously  notified  us that  the wire is on the way (by
calling 1 (800) 423-4026) the funds for the purchase will be deemed to have been
received on that same day. Your notification must include the Federal Funds wire
transfer  confirmation  number,  the  amount of the wire,  and the fund  account
number to receive same day credit. There are special rules for money market fund
accounts.

To wire Federal Funds to an existing First  Investors  account (other than money
markets), instruct your bank to wire your investment to:

FIRST FINANCIAL SAVINGS BANK, S.L.A.
ABA # 221272604
ACCOUNT # 0306142
YOUR NAME
YOUR FIRST INVESTORS FUND ACCOUNT #


+ DISTRIBUTION CROSS-INVESTMENT:

You can invest the dividends and capital gains from one fund account,  excluding
the money market  funds,  into another fund account in the same class of shares.
The shares will be  purchased at the net asset value on the day after the record
date of the distribution.

- -You must invest at least $50 a month or $600 a year into a NEW  account.

- -A  signature  guarantee is required if the  ownership  on both  accounts is not
 identical.

You may establish a  Distribution  Cross-Investment  service by contacting  your
registered representative or calling Shareholder Services at 1 (800) 423-4026.

+ SYSTEMATIC WITHDRAWAL PLAN PAYMENT INVESTMENTS:

You can invest Systematic Withdrawal Plan payments (see How to Sell Shares) from
one fund  account in shares of another  fund  account.  

- -Payments are invested without a sales charge.

- -A  signature  guarantee is required if the  ownership  on both  accounts is not
 identical.  

- -Both accounts must be in the same class of shares. 

- -You must invest at least $600 a year if into a new account.

- -You can invest on a monthly, quarterly, semi-annual, or annual basis.

Redemptions  are  suspended  upon  notification  that  all  account  owners  are
deceased.  Service will recommence upon receipt of written  alternative  payment
instructions   and  other  required   documents   from  the   decedent's   legal
representative.

                               HOW TO SELL SHARES

You can sell your shares on any day the New York Stock Exchange ("NYSE") is open
for regular  trading.  In the mutual fund  industry,  a sale is referred to as a
"redemption." Payment of redemption proceeds generally will be made within seven
days.  If the  shares  being  redeemed  were  recently  purchased  by  check  or
electronic  funds  transfer,  payment may be delayed to verify that the check or
electronic  funds  transfer has been honored,  which may take up to 15 days from
the date of  purchase.  Shareholders  may not  redeem  shares  by  telephone  or
electronic  funds  transfer  unless the  shares  have been owned for at least 15
days.

Redemptions of shares are not subject to the 15 day  verification  period if the
shares were purchased via:

- -Automatic Payroll Investment.

- -FIC registered representative payroll checks.

- -First Investors Life Insurance Company checks.

- -Federal funds wire payments.

For trusts, estates,  attorneys-in-fact,  corporations,  partnerships, and other
entities,  additional  documents are required to redeem shares. Call Shareholder
Services at 1 (800) 423-4026 for more information.


                                       8
<PAGE>


o WRITTEN REDEMPTIONS

You can write a letter of instruction or contact your registered  representative
for a liquidation request form. A written liquidation request in good order must
include:

1: The name of the fund;

2: Your account number;

3: The dollar amount,  number of shares or percentage of the account you want to
redeem;

4: Share certificates (if they were issued to you);

5: Original signatures of all owners exactly as your account is registered; and

6: Signature guarantees, if required (see Signature Guarantee Policy).

For  your  protection,  the  Fund  reserves  the  right  to  require  additional
supporting legal documentation.

Written redemption requests should be mailed to:

ADMINISTRATIVE DATA MANAGEMENT CORP.
581 MAIN STREET
WOODBRIDGE, NJ 07095-1198.

If your redemption  request is not in good order or information is missing,  the
Transfer Agent will seek  additional  information  and process the redemption on
the day it receives such information.


o TELEPHONE REDEMPTIONS

You, or any person we believe is  authorized  to act on your behalf,  may redeem
non-retirement  shares which have been owned for at least 15 days by calling our
Special Services Department at 1 (800) 342-6221 from 9:00 a.m. to 5:00 p.m., ET,
provided:

- -Telephone  privileges are available for your account  registration and you have
 not declined telephone privileges (see Telephone Privileges);

- -You do not hold share certificates (issued shares);

- -The   redemption   check  is  made  payable  to  the  registered   owner(s)  or
pre-designated  bank; 

- -The redemption check is mailed to your address of record or predesignated  bank
account;

- -Your address of record has not changed within the past 60 days; 

- -The redemption amount is $50,000 or less; AND

- -The redemption  amount,  combined with the amount of all telephone  redemptions
 made within the previous 30 days does not exceed $100,000.

o ELECTRONIC FUNDS TRANSFER

The Electronic  Funds Transfer  ("EFT")  service allows you to redeem shares and
electronically transfer proceeds to your bank account.

YOU MUST ENROLL IN THE ELECTRONIC  FUNDS TRANSFER  SERVICE AND PROVIDE  COMPLETE
BANK ACCOUNT INFORMATION BEFORE USING THE PRIVILEGE. Signature guarantees of all
shareholders and all bank account owners are required.  Please allow at least 10
business  days for  initial  processing.  We will send any  proceeds  during the
processing period to your address of record. Call your registered representative
or Shareholder Services at 1 (800) 423-4026 for an application.

You may call Shareholder Services or send written instructions to Administrative
Data  Management  Corp.  to request an EFT  redemption of shares which have been
held at least 15 days. Each EFT redemption:

1: Must be electronically transferred to your pre-designated bank account;

2: Must be at least $500;

3: Cannot exceed $50,000; and

4: Cannot exceed  $100,000 when added to the total amount of all EFT redemptions
made within the previous 30 days.

If your  redemption  does not qualify  for an EFT  redemption,  your  redemption
proceeds will be mailed to your address of record.

                                       9
<PAGE>


The Electronic  Funds Transfer  service may also be used to purchase shares (see
Money  Line)  and  transfer  systematic   withdrawal  payments  (see  Systematic
Withdrawal Plans) and dividend  distributions  (see Other Services) to your bank
account.

o SYSTEMATIC WITDRAWAL PLANS

Our Systematic  Withdrawal  Plan allows you to redeem a specific  dollar amount,
number of shares,  or  percentage  from your  account on a regular  basis.  Your
payments can be mailed to you or a pre-authorized payee by check, transferred to
your bank account  electronically  (if you have  enrolled in the EFT service) or
invested  in shares of another FI fund in the same class of shares  through  our
Systematic Withdrawal Plan Payment investment service (see How to Buy Shares).

You can receive payments on a monthly, quarterly,  semi-annual, or annual basis.
Your  account must have a value of at least  $5,000 in  non-certificated  shares
("unissued  shares").  The $5,000 minimum account balance is waived for required
minimum distributions from retirement plan accounts, payments to First Investors
Life Insurance  Company,  and systematic  investments into another eligible fund
account.  The  minimum  Systematic  Withdrawal  Plan  payment is $25 (waived for
Required Minimum Distributions on retirement accounts or FIL premium payments).

Once  you  establish  the  Systematic  Withdrawal  Plan,  you  should  not  make
additional  investments  into this account  (except money market funds).  Buying
shares during the same period as you are selling shares is not  advantageous  to
you because of sales charges.

If you own Class B shares,  you may establish a Systematic  Withdrawal  Plan and
redeem up to 8% of the value of your account annually without a CDSC.

If you own Class B shares of a  retirement  account and you are  receiving  your
Required Minimum Distribution through a Systematic  Withdrawal Plan, up to 8% of
the value of your account may be redeemed annually without a CDSC.  However,  if
your Required  Minimum  Distribution  exceeds the 8% limit,  the applicable CDSC
will be charged  if the  additional  shares  were held less than 3 years and you
have not reached age 701/2.

To establish a Systematic  Withdrawal Plan,  complete the appropriate section of
the  account  application  or contact  your  registered  representative  or call
Shareholder Services at 1 (800) 423-4026.

o EXPEDITED WIRE REDEMPTIONS (MONEY MARKET FUNDS ONLY)

Enroll in our Expedited  Redemption  service to wire proceeds from your FI money
market  account  to your bank  account.  Call  Shareholder  Services  at 1 (800)
423-4026 for an application or to discuss specific requirements.

Requests for  redemptions  by wire out of money market funds must be received in
writing  or by  phone  prior  to  12:00  p.m.,  ET on a day the NYSE is open for
trading.  These days are  referred to as  "Trading  Days" in this  manual.  Wire
Redemption  orders received after 12:00 p.m., ET but before the close of regular
trading on the NYSE, will be processed on the following day.

- -Each wire under $5,000 is subject to a $15 fee.

- -Two wires of $5,000 or more are  permitted  without  charge  each  month.  Each
 additional wire is $15.00.

- -Wires must be directed to your pre-designated bank account.


                                       10
<PAGE>


HOW TO EXCHANGE SHARES

The exchange  privilege gives you the flexibility to change  investments as your
goals  change   without   incurring  a  sales  charge.   Since  an  exchange  of
non-retirement fund shares is a redemption and a purchase,  it creates a gain or
loss which is reportable  for tax purposes.  You should consult your tax advisor
before  requesting  an  exchange.  Read  the  prospectus  of the FI Fund you are
purchasing  carefully.  Review the  differences in objectives,  policies,  risk,
privileges and restrictions.

o EXCHANGE METHODS

<TABLE>

<CAPTION>
     METHOD                        STEPS TO FOLLOW
     -------------------------------------------------------------------------------------------------
<S>                               <C>
     Through Your
     Registered Representative     Call your registered representative.
     -------------------------------------------------------------------------------------------------

     By Phone                      Call Special Services from 9:00 a.m. to 5:00 p.m., ET
     1(800) 342-6221               Orders received after the close of the NYSE, usually 4:00 p.m., ET, 
                                   are processed the following business day.

                                   1. You must have telephone privileges. 
                                      (see Telephone Transactions.)

                                   2. Certificate shares cannot be exchanged by phone.

                                   3. For  trusts,  estates,  attorneys-in-fact,  
                                      corporations, partnerships,  and other entities,
                                      additional documents are required and must be
                                      on file.

     -------------------------------------------------------------------------------------------------
     By Mail to:                   1. Send us written instructions signed by all account owners
     A D M                            exactly as the account is registered.
     581 MAIN STREET
     WOODBRIDGE, NJ  07095-1198    2. Include the name and account number of your fund.

                                   3.  Indicate  either the dollar amount,  number of shares or
                                       percent of the source account you want to exchange.

                                   4. Specify the existing account number or the name of the 
                                      new Fund you want to exchange into.

                                   5. Include any outstanding share certificates for shares you 
                                      want to exchange.  A signature guarantee is required.

                                   6. For  trusts,  estates,  attorneys-in-fact,  corporations,
                                      partnerships,  and other  entities,  additional  documents 
                                      are  required.  Call Shareholder Services at 1 (800) 423-4026.
     -------------------------------------------------------------------------------------------------
</TABLE>


                                       11



<PAGE>


o EXCHANGE CONDITIONS

1: You may only exchange shares within the same class.

2: Exchanges can only be made into identically owned accounts.

3: Partial  exchanges  into a new fund account must meet the new fund's  minimum
initial investment.

4: The fund you are exchanging into must be eligible for sale in your state.

5: If your request  does not clearly  indicate the amount to be exchanged or the
accounts involved, no shares will be exchanged.

6: Amounts  exchanged from a non-money market fund to a money market fund may be
exchanged  back at net asset  value.  Dividends  earned  from money  market fund
shares will be subject to a sales charge.

7: If you are exchanging from a money market fund to a fund with a sales charge,
there will be a sales charge on any shares that were not previously subject to a
sales  charge.  Your  request  must  be  in  writing  and  include  a  statement
acknowledging that a sales charge will be paid.

8: If you exchange Class B shares of a fund for shares of a Class B money market
fund,  the CDSC will not be imposed but the CDSC and the holding  period used to
calculate the CDSC will carry over to the acquired shares.

9: FI Funds reserve the right to reject any exchange  order which in the opinion
of the Fund is part of a market timing  strategy.  In the event that an exchange
is rejected,  neither the  redemption nor the purchase side of the exchange will
be processed.

10: If your exchange request is not in good order or information is missing, the
Transfer Agent will seek additional  information and process the exchange on the
day it receives such information.

o EXCHANGING FUNDS WITH AUTOMATIC INVESTMENTS OR SYSTEMATIC WITHDRAWALS

Let us know if you want to continue automatic investments into the original fund
or the fund you are exchanging into ("receiving  fund") or if you want to change
the amount or allocation. Also inform us if you wish to continue,  terminate, or
change a preauthorized systematic withdrawal.  Without specific instructions, we
will amend account privileges as outlined below:


- --------------------------------------------------------------------------------
                                                            EXCHANGE A
                   EXCHANGE             EXCHANGE            PORTION OF
                   ALL SHARES TO        ALL SHARES TO       SHARES TO ONE
                   ONE FUND             MULTIPLE FUNDS      OR MULTIPLE FUNDS
- --------------------------------------------------------------------------------

MONEY LINE         ML moves to          ML stays with       ML stays with
(ML)               Receiving Fund       Original Fund       Original Fund


AUTOMATIC PAYROLL  API moves to         API Stays with      API stays with
INVESTMENT (API)   Receiving Fund       Original Fund       Original Fund


SYSTEMATIC         SWP moves to         SWP                 SWP stays
WITHDRAWALS        Receiving Fund       Canceled            with Original Fund
(SWP)
- --------------------------------------------------------------------------------


                                       12

<PAGE>


WHEN AND HOW FUND SHARES ARE PRICED

Each FI Fund prices its shares each day that the NYSE is open for  trading.  The
share price is calculated as of the close of trading on the NYSE (generally 4:00
p.m., ET).

Each Fund calculates the net asset value of each class of its shares  separately
by taking the total  value of class  assets,  subtracting  class  expenses,  and
dividing the  difference  by the total number of shares in the class.  The price
that you will pay for a share  is the NAV plus any  applicable  front-end  sales
charge.  You receive the NAV price if you redeem or exchange  your shares,  less
any applicable CDSC.

Fund prices are on our website (www.firstinvestors.com) the next day. The prices
for our larger funds are also  reported in many  newspapers,  including The Wall
Street Journal and The New York Times.  Special pricing  procedures are employed
during emergencies.  For a description of these procedures you can request, free
of charge, a copy of a Statement of Additional Information.

     HOW PURCHASE, REDEMPTION AND EXCHANGE ORDERS ARE PROCESSED AND PRICED

The processing and price for a purchase, redemption or exchange depends upon how
your order is placed.  As indicated below, in certain  instances,  special rules
apply to money  market  transactions.  Special  rules also  apply for  emergency
conditions. These are described in the Statement of Additional Information.

+ PURCHASES:

Purchases that are made by written  application or order are processed when they
are received in "good order" by our Woodbridge,  NJ office. To be in good order,
all required paperwork must be completed and payment received.  If your order is
received  prior to the close of trading on the NYSE,  it will receive that day's
price  (except in the case of money  market  funds  which are  discussed  in the
section  below called  Special  Rules for Money Market  Funds).  This  procedure
applies whether your purchase order is given to your  registered  representative
or mailed directly by you to our Woodbridge, NJ office.

As described  previously in "How to Buy Shares",  certain types of purchases can
only be placed by written application. For example, purchases in connection with
the  opening of  retirement  accounts  may only be made by written  application.
Furthermore,  rollovers of retirement  accounts  will be processed  only when we
have received both written  application and the proceeds of the rollover.  Thus,
for example,  if it takes 30 days for another fund group to send us the proceeds
of a retirement  account,  your purchase of First Investors funds will not occur
until we receive the proceeds.

Some types of purchases may be phoned or  electronically  transmitted  to us via
Fund/SERV  by  your  broker-dealer.  If you  give  your  order  to a  registered
representative  before  the close of trading on the NYSE and the order is phoned


                                       13

<PAGE>

to our  Woodbridge,  NJ office  prior to 5:00  p.m.,  ET,  your  shares  will be
purchased  at that day's price  (except in the case of money  market funds which
are discussed in the section below called Special Rules for Money Market Funds).
If you are buying a First  Investors  Fund  through a  broker-dealer  other than
First Investors,  other requirements may apply.  Consult with your broker-dealer
about its requirements.  Payment is due within three business days of placing an
order by phone or  electronic  means or the  trade  may be  cancelled.  (In such
event,  you will be liable for any loss  resulting  from the  cancellation.)  To
avoid  cancellation  of your  orders,  you may  arrange  to open a money  market
account and use it to pay for subsequent purchases.

Purchases  made pursuant to our Automatic  Investment  Programs are processed as
follows:

- -Money Line purchases are processed on the date you select on your application.

- -Automatic  Payroll  Investment Service purchases are processed on the date that
we receive funds from your employer.

+ REDEMPTIONS:

As described  previously in "How To Sell Shares",  certain redemption orders may
only be made by written  instructions or  application.  Unless you have declined
Telephone  Privileges,  most  non-retirement  account redemptions can be made by
phone by you or your registered representative.

Written  redemption  orders will be processed when received in good order in our
Woodbridge,  NJ office.  Phone redemption orders will be processed when received
in good order in our Woodbridge, NJ office prior to 4:00 p.m., ET.

If your redemption  order is received prior to the close of trading on the NYSE,
you will receive that day's price. If you redeem through a  broker-dealer  other
than  First  Investors,   other  requirements  may  apply.   Consult  with  your
broker-dealer about its requirements.

+ EXCHANGES:

Unless you have declined telephone  privileges,  you or your  representative may
exchange  shares by phone.  Exchanges can also be made by written  instructions.
Exchange  orders  are  processed  when we  receive  them in  good  order  in our
Woodbridge, NJ office.

Exchange orders received in good order prior to the close of trading on the NYSE
will be processed at that day's prices.

+ ORDERS PLACED VIA FIRST INVESTORS REGISTERED REPRESENTATIVES:

All orders placed through a First Investors  registered  representative  must be
reviewed and approved by a principal  officer of the branch  office before being
mailed or transmitted to the Woodbridge, NJ office.

+ ORDERS PLACED VIA DEALERS:

It is the responsibility of the Dealer to forward or transmit orders to the Fund
promptly and  accurately.  A fund will not be liable for any change in the price
per share due to the  failure  of the  Dealer to place or pay for the order in a
timely fashion. Any such disputes must be settled between you and the Dealer.

SPECIAL RULES FOR MONEY MARKET FUNDS

Money market fund shares will not be purchased  until the Fund receives  Federal
Funds for the  purchase.  Federal  Funds for a purchase  will  generally  not be
received  until the morning of the next Trading Day following the Trading Day on
which  your  purchase  check  or  other  form  of  payment  is  received  in our
Woodbridge, NJ office. If a check is received in our Woodbridge, NJ office after
the close of regular  trading on the NYSE,  the Federal  Funds for the  purchase
will generally not be received until the morning of the second following Trading
Day.


                                       14
<PAGE>

If we receive a wire  transfer  for a purchase  prior to 12:00 p.m.,  ET and you
have  previously  notified  us that the wire is on the way (by  calling  1 (800)
423-4026)  the funds for the  purchase  will be deemed to have been  received on
that same day.  Your  notification  must include the Federal Funds wire transfer
confirmation  number,  the amount of the wire, and the money market fund account
number  to  receive  same  day  credit.  If we  fail  to  receive  such  advance
notification,  the  funds  for your  purchase  will not be  deemed  to have been
received  until the  morning of the next  Trading Day  following  receipt of the
Federal Wire and your account information.

To wire funds to an existing First Investors money market account, instruct your
bank to wire your investment, as applicable, to:

CASH MANAGEMENT FUND          
BANK OF NEW YORK             
ABA #021000018
ACCOUNT 8900005696                  
YOUR NAME
YOUR FIRST INVESTORS ACCOUNT #

TAX-EXEMPT MONEY MARKET FUND        
BANK OF NEW YORK             
ABA #021000018
ACCOUNT 8900023198                  
YOUR NAME
YOUR FIRST INVESTORS ACCOUNT #

Requests for  redemptions by wire out of the money market funds must be received
in  writing  or by phone  prior to 12:00  p.m.,  ET,  on a  Trading  Day,  to be
processed the same day. Wire redemption  requests received after 12:00 p.m., ET,
but before  the close of regular  trading  on the NYSE,  will be  processed  the
following Trading Day.

There is no sales charge on Class A share money market fund purchases.  However,
anytime  you make a  redemption  from a Class A share money  market  account and
subsequently  invest the proceeds in another  eligible  Class A share fund,  the
purchase will incur a sales charge unless one has already been paid.

RIGHT TO REJECT PURCHASE OR EXCHANGE ORDERS

A fund  reserves  the right to reject  or  restrict  any  specific  purchase  or
exchange request if the fund determines that doing so is in the best interest of
the fund and its shareholders.  Investments in a fund are designed for long-term
purposes and are not intended to provide a vehicle for short-term market timing.
The funds  also  reserve  the right to reject  any  exchange  that in the funds'
opinion is part of a market timing strategy. In the event that a fund rejects an
exchange  request,  neither the redemption nor the purchase side of the exchange
will be processed.

SIGNATURE GUARANTEE POLICY

A signature  guarantee protects you from the risk of a fraudulent  signature and
is  generally  required  for  non-standard  and  large  dollar  transactions.  A
signature  guarantee  may  be  obtained  from  eligible  guarantor  institutions
including banks, savings  associations,  credit unions and brokerage firms which
are members of the Securities  Transfer Agents Medallion Program ("STAMP"),  the
New York  Stock  Exchange  Medallion  Signature  Program  ("MSP"),  or the Stock
Exchanges Medallion Program ("SEMP").  Please note that a notary public stamp or
seal is not acceptable.

+ SIGNATURE GUARANTEES ARE REQUIRED:

1: For redemptions over $50,000.

2: For redemption checks made payable to any person(s) other than the registered
shareholder(s)  or any entity other than a major  financial  institution for the
benefit of the registered shareholder(s).

3: For redemption  checks mailed to an address other than the address of record,
pre-authorized bank account, or a major financial institution on your behalf.


                                       15

<PAGE>

4: For redemptions  when the address of record has changed within 60 days of the
request.

5: When a stock  certificate  is mailed to an address  other than the address of
record or the dealer on the account.

6: When shares are transferred to a new registration.

7: When certificated (issued) shares are redeemed or exchanged.

8: To establish any EFT service.

9: For  requests to change the address of record to a P.O. box or a "c/o" street
address.  

10: If multiple account owners of one account give inconsistent instructions.

11: When a transaction requires additional legal documentation.

12: When the authority of a representative of a corporation, partnership, trust,
or other entity has not been satisfactorily established.

13: When an address is updated on an account  which has been coded "Do Not Mail"
because mail has been returned as undeliverable.

14: Any other  instance  whereby a fund or its transfer agent deems it necessary
as a matter of prudence.


TELEPHONE SERVICES

o TELEPHONE EXCHANGES AND REDEMPTIONS
  1 (800) 342-6221

You automatically  receive telephone  privileges when you open a First Investors
individual,  joint,  or custodial  account unless you decline the option on your
account application or send the Fund written instructions.  For trusts, estates,
attorneys-in-fact,  corporations,  partnerships,  and other entities,  telephone
privileges  are  not  automatically   granted.   You  must  complete  additional
documentation. Call Shareholder Services at 1 (800) 423-4026 for assistance.

Telephone  privileges allow you to exchange or redeem shares and authorize other
transactions with a simple phone call. Your registered  representative  may also
use telephone privileges to execute your transactions.

+ SECURITY MEASURES:

For your protection, the following security measures are taken:

1: Telephone requests are recorded to verify accuracy.

2: Some or all of the following information is obtained:

- -Account number.

- -Address.

- -Social security number.

- -Other information as deemed necessary.

3: A written confirmation of each transaction is mailed to you.

We will not be liable for following  instructions  if we reasonably  believe the
instructions are genuine based on our verification procedures.

+ ELIGIBILITY:

NON-RETIREMENT ACCOUNTS:

You can exchange or redeem shares of any non-retirement account by phone. Shares
must be owned for 15 days for telephone redemption. See "How To Sell Shares" for
additional information.

Telephone  exchanges  and  redemptions  are not  available on  guardianship  and
conservatorship accounts.

RETIREMENT ACCOUNTS:

You can exchange  between  shares of any  participant  directed  IRA,  403(b) or
401(k)  Simplifier Plan where First Financial Savings Bank, S.L.A. is Custodian.
You may also  exchange  shares from an  individually  registered  non-retirement


                                       16
<PAGE>


account  to an  IRA  account  registered  to the  same  owner  (provided  an IRA
application is on file).  Telephone  exchanges are permitted on 401(k)  Flexible
plans,  money  purchase  pension  plans  and  profit  sharing  plans  if a First
Investors  Qualified  Retirement  Plan  Application  is on file  with the  fund.
Contact your registered  representative or call Shareholder  Services at 1 (800)
423-4026  to  obtain  a  Qualified   Retirement  Plan   Application.   Telephone
redemptions are not permitted on First Investors retirement accounts.

During times of drastic  economic or market  changes,  telephone  redemptions or
exchanges may be difficult to implement.  If you experience difficulty in making
a telephone exchange or redemption, you may send us a written request by regular
or express mail.  The written  request will be processed at the next  determined
net asset value, less any applicable CDSC, when received in good order.

________________________________________________________________________________


o SHAREHOLDER SERVICES
  1 (800) 423-4026

PROVIDED  YOU HAVE NOT  DECLINED  TELEPHONE  PRIVILEGES,  CALL US TO  UPDATE  OR
CORRECT:

- -Your address or phone number.  For security  purposes,  the Fund will not honor
 telephone requests to change an address to a P.O. Box or "c/o" street address.

- -Your birth date (important for retirement distributions).

- -Your  distribution  option  to  reinvest  or  pay in  cash  or  initiate  cross
 reinvestment of dividends (non-retirement accounts only).

- -The amount of your Money Line up to $999.99 per payment.

- -The allocation of your Money Line or Automatic Payroll Investment  payment.

- -The amount of your Systematic Withdrawal payment on non-retirement accounts.

TO REQUEST:

- -A history of your  account  (the fee can be  debited  from your  non-retirement
 account).

- -A share  certificate  to be mailed to your  address  of record  (non-retirement
 accounts only).

- -Cancellation of your Systematic Withdrawal Plan (non-retirement accounts only).

- -Money market  fund draft  checks  (non-retirement  accounts  only).  Additional
 written documentation may be required for certain registrations.

- -A stop payment on a dividend, redemption or money market draft check.

- -Reactivation of your Money Line (provided an application and voided check is on
 file).

- -Suspension (up to six months) or cancellation of Money Line.

- -A duplicate copy of a statement or tax form.

- -Cancellation of cross-reinvestment of dividends.


                                       17
<PAGE>


OTHER SERVICES

+ REINSTATEMENT PRIVILEGE:

If you sell some or all of your Class A or Class B shares,  you may be  entitled
to invest all or a portion of the  proceeds  in the same class of shares of a FI
fund within six months of the redemption without a sales charge.

If you invest proceeds into a new fund account, you must meet the fund's minimum
initial investment requirement.

If you  invest all the  proceeds  from a Class B share  redemption,  you will be
credited, in additional shares, for the full amount of the CDSC. If you invest a
portion of a Class B share  redemption,  you will be  credited  with a pro-rated
percentage of the CDSC.

The  reinstatement  privilege does not apply to automated  purchases,  automated
redemptions, or reinstatements in Class B shares of less than $1,000.

Please notify us if you qualify for this privilege.  For more information,  call
Shareholder Services at 1 (800) 423-4026.

+ CERTIFICATE SHARES:

Every time you make a purchase of Class A shares,  we will credit shares to your
fund account. We do not issue share certificates unless you specifically request
them.  Certificates  are not issued on any Class B shares,  Class A money market
shares, or any shares in retirement accounts.

Having us credit shares on your behalf eliminates the expense of replacing lost,
stolen, or destroyed certificates. If a certificate is lost, stolen, or damaged,
you may be charged a  replacement  fee of the greater of 2% of the current value
of the certificated shares or $25.

In addition,  certificated shares cannot be redeemed,  exchanged, or transferred
until they are returned with your  transaction  request.  The share  certificate
must be properly endorsed and signature guaranteed.

+ MONEY MARKET FUND DRAFT CHECKS:

Free  draft  check  writing  privileges  are  available  when  you  open a First
Investors Cash Management Fund or a First Investors Tax Exempt Money Market Fund
account.  Checks may be  written  for a minimum  of $500.  Draft  checks are not
available for Class B share accounts,  retirement  accounts,  guardianships  and
conservatorships. Complete the Money Market Fund Check Redemption section of the
account  application to apply for draft checks. To order additional checks, call
Shareholder Services at 1 (800) 423-4026.

Additional  documentation is required to establish check writing  privileges for
trusts, corporations, partnerships and other entities. Call Shareholder Services
at 1 (800) 423-4026 for further information.

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

+ FEE TABLE:

Call Shareholder Services at 1 (800) 423-4026 or send your request to FIC, Attn:
Correspondence  Dept., 581 Main Street,  Woodbridge,  NJ 07095-1198 to request a
copy of the following records:


ACCOUNT HISTORY STATEMENTS:                   CANCELLED CHECKS:
                                              
1974 - 1982*   ....  $10 per year fee         There is a $10 fee for a copy of
                                              a cancelled dividend, liquidation,
1983 - present ....  $5 total fee for         or investment check requested.
                     all years                There is a $15 fee for a copy of
                                              a cancelled money market draft 
Current &                                     check.
Two Prior Years .... Free                     
                                              DUPLICATE TAX FORMS:
*ACCOUNT HISTORIES ARE NOT                    
AVAILABLE PRIOR TO 1974.                      
                                              Current Year ....  Free

                                              Prior Year(s) .... $7.50 per 
                                              tax form per year

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

                                       18

<PAGE>


+ RETURN MAIL:

If mail is returned to the fund marked  undeliverable by the U.S. Postal Service
after  two  consecutive  mailings,  and the fund is  unable  to obtain a current
shareholder  address,  the  account  status  will be changed to "Do Not Mail" to
discontinue  future  mailings and prevent  unauthorized  persons from  obtaining
account information.

You can remove the "Do Not Mail"  status on your account by  submitting  written
instructions  including your current address signed by all  shareholders  with a
signature  guarantee (see Signature Guarantee Policy).  Additional  requirements
may apply for certain  accounts.  Call Shareholder  Services at 1 (800) 423-4026
for more information.

Returned dividend checks and other  distributions will be reinvested in the fund
when an account's  status has been changed to "Do Not Mail". No interest will be
paid on outstanding checks prior to reinvestment. All future dividends and other
distributions will be reinvested in additional shares until new instructions are
provided.  If you cannot be  located  within a period of time  mandated  by your
state of  residence  your fund shares may be  escheated  to your state (in other
words turned over) in accordance with state laws governing abandoned property.

Prior to  turning  over  assets  to your  state,  the fund will seek to obtain a
current   shareholder   address  in  accordance  with  Securities  and  Exchange
Commission  rules. A search company may be employed to locate a current address.
The fund may deduct the costs associated with the search from your account.

+ TRANSFERRING SHARES:

A transfer is a change of share  ownership from one customer to another.  Unlike
an exchange,  transfers occur within the same fund. You can transfer your shares
at any  time.  Partial  transfers  must  meet  the  minimum  initial  investment
requirement of the new fund.

To transfer shares, submit a letter of instruction including:

- -Your account number.

- -Dollar amount, percentage, or number of shares to be transferred.

- -Existing account number receiving the shares (if any).

- -The name(S),  registration,  and taxpayer identification number of the customer
 receiving the shares.

- -The  signature of each account owner  requesting  the transfer  with  signature
 guarantee(S).

If First  Investors is your  broker-dealer,  we will request that the transferee
complete a Master Account  Agreement to establish a brokerage account with First
Investors  Corporation  and validate his or her social  security number to avoid
back-up  withholding.  If  the  transferee  declines  to  complete  a  MAA,  all
transactions in the account must be on an unsolicited basis and the account will
be so coded.

Depending  upon  your  account  registration,  additional  documentation  may be
required to transfer shares. Transfers due to the death of a shareholder require
additional  documentation.  Please call our Shareholder  Services  Department at
1(800)423-4026 for specific transfer requirements before initiating a request.

A transfer is a change of ownership and may trigger a taxable event.  You should
consult your tax advisor before initiating a transfer.


                                       19

<PAGE>


ACCOUNT STATEMENTS

o TRANSACTION CONFIRMATION STATEMENTS

You will receive a confirmation  statement  immediately after most transactions.
These include:

- -dealer purchases.

- -check investments.

- -Federal Funds wire purchases.

- -redemptions.

- -exchanges.

- -transfers.

- -systematic withdrawals.

Money Line and Automatic Payroll Investment purchases are not confirmed for each
transaction.  They will  appear  on your next  regularly  scheduled  monthly  or
quarterly statement (see Dividend Schedule under "Dividends and Distributions").

A separate confirmation statement is generated for each fund account you own. It
provides:

- -Your fund account number.

- -The date of the transaction.

- -A description of the transaction (PURCHASE, REDEMPTION, ETC.).

- -The number of shares bought or sold for the transaction.

- -The dollar amount of the transaction.

- -The dollar amount of the dividend payment (IF APPLICABLE).

- -The total share balance in the account.

- -The dollar amount of any dividends or capital gains paid.

- -The number of shares held by you, held for you (INCLUDING  ESCROW SHARES),  and
 the total number of shares you own.

The  confirmation  statement also may provide a perforated  Investment Stub with
your  preprinted  name,  registration,   and  fund  account  number  for  future
investments.

o MASTER ACCOUNT STATEMENTS

If First Investors Corporation is your broker, you will receive a Master Account
Statement for all your  identically  owned First  Investors  fund accounts on at
least a quarterly basis. The Master Account  Statement will also include a recap
of any First Investors Life Insurance and Executive Investors Trust accounts you
may own. Joint accounts  registered  under your taxpayer  identification  number
will appear on a separate Master Account Statement but may be mailed in the same
envelope upon request.

The Master Account Statement  provides the following  information for each First
Investors fund you own:

- -fund name.

- -fund's current market value.

- -total distributions paid year-to-date.

- -total number of shares owned.

o ANNUAL AND SEMI-ANNUAL REPORTS

You will also  receive  an Annual  and a  Semi-Annual  Report.  These  financial
reports show the assets,  liabilities,  revenues,  expenses, and earnings of the
fund as well as a  detailed  accounting  of all  portfolio  holdings.  You  will
receive one report per household.


                                       20
<PAGE>


DIVIDENDS AND DISTRIBUTIONS

o DIVIDENDS AND DISTRIBUTIONS

For funds that declare daily  dividends,  except money market  funds,  you start
earning  dividends  on the day your  purchase is made.  For FI money market fund
purchases,  including Money Line and API purchases,  you start earning dividends
on the day Federal Funds are credited to your fund account.  For exchanges  into
the money market  funds,  you start  earning  dividends on the day following the
Trading  Day on which an  exchange  is  processed.  No  dividends  are earned on
exchanges  out of the money market funds on the Trading Day on which an exchange
is  processed.  The funds  declare  dividends  from net  investment  income  and
distribute the accrued earnings to shareholders as noted below:


<TABLE>
- ------------------------------------------------------------------------------------
<CAPTION>
DIVIDEND PAYMENT SCHEDULE
- ------------------------------------------------------------------------------------

MONTHLY:                           QUARTERLY:               ANNUALLY (IF ANY):

<S>                               <C>                      <C>
Cash Management Fund               Blue Chip Fund           Focused Equity Fund
Fund for Income                    Growth & Income Fund     Global Fund
Government Fund                    Total Return Fund        Mid-Cap Opportunity Fund
High Yield Fund                    Utilities Income Fund    Special Situations Fund
Insured Intermediate Tax-Exempt
Insured Tax Exempt Fund
Investment Grade Fund
Multi-State Insured Tax Free Fund
New York Insured Tax Free Fund
Tax-Exempt Money Market Fund
- ------------------------------------------------------------------------------------
</TABLE>

Capital gains distributions,  if any, are paid annually, usually near the end of
the fund's  fiscal year. On occasion,  more than one capital gains  distribution
may be paid during one year.

Dividend  and  capital  gains  distributions  are  automatically  reinvested  to
purchase additional fund shares unless otherwise  instructed.  Dividend payments
of less than $5.00 are  automatically  reinvested  to purchase  additional  fund
shares.

o BUYING A DIVIDEND

If you buy shares  shortly  before the record date of the  dividend,  the entire
dividend  you receive may be taxable even though a part of the  distribution  is
actually a return of your purchase price. This is called "buying a dividend."

There is no advantage to buying a dividend  because a fund's net asset value per
share is reduced by the amount of the dividend.


                                       21
<PAGE>


TAX FORMS
<TABLE>

<CAPTION>
TAX FORM                   DESCRIPTION                                      MAILED BY

<S>            <C>                                                          <C>
- --------------------------------------------------------------------------------------
1099-DIV       Consolidated report lists all taxable dividend and           January 31
               capital  gains distributions for all of the 
               shareholder's accounts. Also includes  foreign 
               taxes paid and any federal income tax withheld due
               to backup withholding.

- --------------------------------------------------------------------------------------
1099-B         Lists proceeds from all redemptions including                January 31
               systematic withdrawals  and exchanges.  A separate
               form is issued for each fund account.  Includes  
               amount of  federal  income tax  withheld  due to
               backup withholding.

- --------------------------------------------------------------------------------------
1099-R         Lists taxable  distributions  from a retirement              January 31
               account. A separate form is issued for each fund 
               account.  Includes  federal income tax withheld due
               to IRS withholding requirements.

- --------------------------------------------------------------------------------------
5498           Provided to shareholders  who made an annual IRA                 May 31
               contribution or rollover purchase.  Also provides
               the account's fair market value as of the last
               business day of the previous year. A separate form
               is issued for each fund account.

- --------------------------------------------------------------------------------------
1042-S         Provided to  non-resident  alien  shareholders                 March 15
               to report the amount of fund  dividends  paid 
               and the  amount of  federal  taxes  withheld.
               A separate form is issued for each fund account.

- --------------------------------------------------------------------------------------
Cost Basis     Uses the  "average  cost-single  category" method            January 31
Statement      to show the cost basis of any shares  sold or  
               exchanged.  Information  is provided to assist
               shareholders  in calculating  capital gains or losses.
               A separate  statement,  included with Form 1099-B,
               is issued for each fund account. This statement is
               not reported to the IRS and does not include money
               market funds or retirement accounts.

- --------------------------------------------------------------------------------------
Tax Savings    Consolidated report lists all amounts not subject to         January 31
Report for     federal, state and local income tax for all the
Non-Taxable    shareholder's  accounts.  Also includes any amounts
Income         subject to alternative minimum tax.

- --------------------------------------------------------------------------------------
Tax Savings    Provides the percentage of income paid by each fund          January 31
Summary        that may  be exempt from state income tax.
- --------------------------------------------------------------------------------------
</TABLE>


THE OUTLOOK

Today's  strategies for tomorrow's  goals are brought into focus in the OUTLOOK,
the  quarterly  newsletter  for  clients of First  Investors  Corporation.  This
informative  tool  discusses the products and services we offer to help you take
advantage  of current  market  conditions  and tax law  changes.  The  OUTLOOK'S
straight  forward approach and timely articles make it a valuable  resource.  As
always,  your  registered  representative  is  available  to  provide  you  with
additional  information and assistance.  Material  contained in this publication
should not be considered legal, financial, or other professional advice.


                                       22

<PAGE>







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<PAGE>














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        PRINCIPAL UNDERWRITER                         TRANSFER AGENT
     First Investors Corporation           Administrative Data Management Corp.
           95 Wall Street                             581 Main Street
         New York, NY 10005                        Woodbridge, NJ 07095
           1-212-858-8000                             1-800-423-4026


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