FIRST INVESTORS SERIES FUND
497, 1999-02-24
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TOTAL RETURN FUND


      The Securities  and Exchange  Commission has not approved or disapproved
these  securities  or  passed  upon  the  adequacy  of  this  prospectus.  Any
representation to the contrary is a criminal offense.

               The date of this prospectus is February 19, 1999


<PAGE>


                                   CONTENTS

OVERVIEW OF THE TOTAL RETURN FUND

o     What is the Total Return Fund?
      oo  Objective
      oo  Primary Investment Strategies
      oo  Primary Risks
o     Who should consider buying the Total Return Fund?
o     How has the Total Return Fund performed?
o     What are the fees and expenses of the Total Return Fund?

THE TOTAL RETURN FUND IN DETAIL

o     What  are  the  Total  Return  Fund's  objective,  principal    investment
      strategies and principal risks?
o     Who manages the Total Return Fund?

BUYING AND SELLING SHARES

o     How and when does the Fund price its shares?
o     How do I buy shares?
o     Which class of shares is best for me?
o     How do I sell shares?
o     Can I exchange my shares for the shares of other First Investors Funds?

ACCOUNT POLICIES

o     What about dividends and capital gain distributions?
o     What about taxes?
o     How  do  I  obtain  a  complete  explanation of all account privileges and
      policies?

FINANCIAL HIGHLIGHTS




                                       2
<PAGE>



                      OVERVIEW OF THE TOTAL RETURN FUND

                        What is the Total Return Fund?

Objective      The Fund seeks high, long-term total investment return consistent
               with moderate investment risk.

Primary
Investment
Strategies     The  Fund  allocates  its  assets among  stocks,  bonds and money
               market instruments based upon its views on market conditions, the
               relative values of these asset classes,  and economic trends. The
               percentage  of assets  allocated  to each asset class is flexible
               rather  than  fixed.  On a regular  basis,  the Fund  reviews and
               determines whether to adjust the asset  allocations.  Because the
               Fund's focus is on high,  "long term" total return, a significant
               portion of the Fund's assets has  historically  been allocated to
               stocks.  Once the target  allocation for stocks has been set, the
               Fund uses  fundamental  research and analysis to determine  which
               particular  stocks to purchase or sell.  The Fund  decides how to
               invest the assets  allocated  to bonds by first  considering  the
               outlook for the economy and  interest  rates and  thereafter  the
               financial strength of particular issuers.

Primary
Risks          While  a  diversified   portfolio  of  stocks,  bonds  and  money
               market instruments is generally regarded as having less risk than
               a portfolio  invested  exclusively in stocks,  it is nevertheless
               subject to market risk.  Both stocks and bonds fluctuate not only
               as a result of company-specific developments but also with market
               conditions,  economic  cycles,  and interest rates.  The Fund may
               invest in below  investment  grade bonds  ("high  yield" or "junk
               bonds").  These bonds provide a higher yield but  fluctuate  more
               than investment grade bonds because of their  speculative  nature
               and their  potential lack of liquidity.  There are times when the
               value of bonds and stocks  may  decline  simultaneously,  such as
               when  interest  rates  rise.  The Fund may,  at times,  engage in
               short-term  trading,  which could produce higher  brokerage costs
               and taxable  distributions and may result in a lower total return
               for the Fund.  Accordingly,  the value of your  investment in the
               Fund will go up and down, which means that you could lose money.

               AN  INVESTMENT  IN THE  FUND  IS NOT A  BANK  DEPOSIT  AND IS NOT
               INSURED  OR   GUARANTEED   BY  THE  FEDERAL   DEPOSIT   INSURANCE
               CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

                       Who should consider buying the Total Return Fund?

               The  Total  Return  Fund  may be  used  as a core  holding  of an
               investment  portfolio.  While every investor  should  consider an
               asset  allocation  strategy that meets his or her own needs,  the
               Fund can be used as a  stand-alone  investment by an investor who
               does not want to make his or her own asset allocation  decisions.
               It may be appropriate for you if you:

               .     Are seeking total return,
               .     Are  willing  to  accept   a  moderate  degree  of   market
                     volatility, and 
               .     Have a  long-term investment  horizon  and are able to ride
                     out market cycles.


                                       3
<PAGE>

                   How has the Total Return Fund performed?

The bar chart and table  below  show you how the Fund's  performance  has varied
from year to year and in comparison with a broad-based  index.  This information
gives you some indication of the risks of investing in the Fund.

The Fund has two classes of shares,  Class A shares and Class B shares.  The bar
chart shows changes in the performance of the Fund's Class A shares from year to
year over the life of the Fund.  The  performance of Class B shares differs from
the performance of Class A shares shown in the bar chart only to the extent that
it does not have the same expenses. The bar chart does not reflect sales charges
that you may pay upon  purchase  or  redemption  of Fund  shares.  If they  were
included, the returns would be less than those shown.

[BAR CHART OF CHANGES IN PERFORMANCE  OF CLASS A SHARES FROM 1990 TO 1998,  WITH
FOLLOWING PLOT POINTS:

     1991                21.51%
     1992                -1.00%
     1993                 7.18%
     1994                -3.45%
     1995                26.71%
     1996                10.62%
     1997                18.08%
     1998                16.20%

During the  periods  shown,  the  highest  quarterly  return was 11.79% (for the
quarter ended June 30, 1997) and the lowest quarterly return was -4.95% (for the
quarter ended March 31, 1994).  THE FUND'S PAST PERFORMANCE DOES NOT NECESSARILY
INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

The  following  table shows how the  average  annual  total  returns for Class A
shares  and  Class B  shares  compare  to  those of the  Standard  & Poor's  500
Composite   Stock  Price  Index  ("S&P  500  Index")  and  the  Lehman  Brothers
Government/Corporate Bond Index  ("Government/Corporate Bond Index"). This table
assumes that the maximum sales charge or CDSC was paid.  The S&P 500 Index is an
unmanaged  index  generally  representative  of the  market  for the  stocks  of
large-sized  U.S.  companies.  The  Government/Corporate  Bond Index is an index
which  includes  Treasury  obligations,   obligations  of  U.S.  agencies,   and
investment  grade corporate bonds. The indices do not take into account fees and
expenses that an investor  would incur in holding the securities in the indices.
If they did so, the returns would be lower than those shown.



                                       4
<PAGE>




                                                 Inception        Inception
                                                 Class A Shares   Class B Shares
                          1 Year*   5 Years*     (4/24/90)        (1/12/95)

Class A Shares             8.90%    11.73%        9.98%            N/A
Class B Shares            11.33     N/A           N/A              16.58%
S&P 500 Index             28.34     24.55        19.53             30.41
Government/Corporate
  Bond Index               9.47      7.30         9.13**           10.19***
*   The annual returns are based upon calendar years.
**  The  average  annual  total  return  shown  is  for the  period  4/30/90  to
12/31/98.
*** The  average  annual  total  return  shown  is f or  the  period  1/1/95  to
12/31/98.

           What are the fees and expenses of the Total Return Fund?

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

                                                  Class A         Class B
                                                  Shares          Shares
                                                  -------         -------
SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
    (as a percentage of offering price)..........  6.25%           None
Maximum deferred sales charge (load)
    (as a percentage of the lower of purchase
    price or redemption price)...................  None*           4%**

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

 <TABLE>
<CAPTION>
<S>                               <C>             <C>              <C>          <C>              <C>               <C>

                                                  DISTRIBUTION                     TOTAL
                                                  AND SERVICE                   ANNUAL FUND
                                  MANAGEMENT        (12B-1)         OTHER        OPERATING          FEE               NET 
                                    FEES (1)        FEES (2)       EXPENSES     EXPENSES (3)     WAIVER (1)        EXPENSES (3)
                                  ----------      ------------     --------     ------------     ----------        ------------

Class  A  Shares  ...........       1.00%             0.30%         0.35%          1.65%            0.25%             1.40%
Class  B  Shares  ...........       1.00              1.00          0.35           2.35             0.25              2.10

</TABLE>

*A  contingent  deferred  sales  charge of 1.00%  will be  assessed  on  certain
redemptions of Class A shares that are purchased without a sales charge.
**4% in the first year;  declining  to 0% after the sixth  year.  Class B shares
convert to Class A shares after 8 years.
(1) For the fiscal year ended September 30, 1998, the Adviser waived  Management
    Fees in excess of 0.75% for the Fund. The Adviser has  contractually  agreed
    with the Fund to waive  Management  Fees in  excess of 0.75% for a period of
    twelve months commencing on February 1, 1999.
(2) Because the Fund pays Rule 12b-1 fees, long-term shareholders could pay more
    than the economic equivalent of the maximum front-end sales charge permitted
    by the National Association of Securities Dealers, Inc.
(3) The Fund has an  expense  offset  arrangement  that may  reduce  the  Fund's
    custodian  fee based on the amount of cash  maintained  by the Fund with its
    custodian. Any such fee reductions are not reflected under Total Annual Fund
    Operating Expenses or Net Expenses.



                                       5
<PAGE>



EXAMPLE

This  example  helps you to compare the costs of  investing in the Fund with the
cost of investing in other mutual funds. The example assumes that (1) you invest
$10,000 in the Fund for the time periods indicated; (2) your investment has a 5%
return each year; and 3) the Fund's operating  expenses remain the same,  except
for year one which is net of fees  waived.  Although  your  actual  costs may be
higher or lower, under these assumptions your costs would be:

                                   ONE YEAR  THREE YEARS   FIVE YEARS  TEN YEARS
                                   --------  -----------   ----------  ---------
If you redeem your shares:
Class A shares                     $759       $1,090       $1,444      $2,438
Class B shares                      613        1,010        1,433       2,492*

If you do not redeem your shares:
Class A shares                     $759       $1,090       $1,444      $2,438
Class B shares                      213          710        1,233       2,492*

*Assumes conversion to Class A shares eight years after purchase.

                       THE TOTAL RETURN FUND IN DETAIL

     What  are  the  Total  Return  Fund's   objective,   principal   investment
strategies, and risks?

OBJECTIVE:  The Fund seeks high,  long-term total investment  return  consistent
with moderate investment risk.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  allocates its assets among stocks,
bonds,  and money market  instruments.  The  percentage of the portfolio that is
allocated to any one class of assets is flexible rather than fixed. On a regular
basis, the Fund reviews and determines  whether to adjust its asset  allocations
based  upon its views on market  conditions,  the  relative  values of the asset
classes and economic  trends.  The Fund may allocate up to 25% of its net assets
to high yield bonds. These are bonds that are below investment grade. Investment
grade bonds are those that are rated among the four highest  ratings  categories
by Moody's Investors Service,  Inc. or Standard & Poor's Ratings Group.  Because
the Fund's focus is on high,  "long-term" total return, a significant portion of
the  Fund's  assets  has  historically  been  allocated  to  stocks.  The  stock
allocation typically has been 50% or more of the Fund's portfolio.

Once the asset  allocation  for stocks has been set,  the Fund uses  fundamental
research and analysis to determine which particular  stocks to purchase or sell.
In  selecting  stocks,  the Fund looks for  companies  that have a mix of strong
management,   solid  financial  condition,  and  above-average  earnings  growth
potential.

Once the target  allocation for bonds has been set, the Fund determines how this
percentage  should be allocated  among  different  types of bonds based upon the
outlook for the economy and  interest  rates.  If the outlook for the economy is
positive, the Fund would normally allocate more to high yield,  below-investment
grade bonds to secure additional income and potential capital  appreciation.  If
the outlook for the economy is negative,  the Fund would normally  allocate more
to investment  grade or Treasury bonds.  The duration of the bond portion of the
portfolio  would be  determined  by the  interest  rate  outlook.  Duration is a
measurement of a bond's sensitivity to changes in interest rates that takes into
consideration not only the maturity of the bond but also the time value of money
that will be received from the bond over its life. In selecting  bonds, the Fund
considers a variety of factors,  including  the issuer's  earnings and cash flow
generating capabilities, asset quality, debt levels, and management strength.





                                       6
<PAGE>

While the Fund  invests  primarily  in domestic  companies,  it also  invests in
securities of issuers  domiciled in foreign  countries.  These  securities  will
generally be dollar-denominated and traded in the U.S.

The Fund sells a security  if its  fundamentals  have  deteriorated  or if it is
necessary  to  rebalance  the  portfolio.   Information  on  the  Fund's  recent
strategies  and holdings can be found in the most recent annual report (see back
cover).

PRINCIPAL  RISKS:  Any  investment  carries  with it some  level of  risk.  In
general,  the greater the potential reward of the investment,  the greater the
risk.  Here are the principal risks of owning the Total Return Fund:

MARKET RISK:  The Fund's  portfolio  is subject to market risk.  Stock prices in
general  may decline  over short or even  extended  periods not only  because of
company-specific  developments but also due to an economic downturn, a change in
interest rates, or a change in investor sentiment,  regardless of the success or
failure of an  individual  company's  operations.  Stock  markets tend to run in
cycles with periods when prices  generally go up, known as "bull"  markets,  and
periods when stock prices generally go down, referred to as "bear" markets.

Similarly,  bond prices  fluctuate in value with changes in interest rates,  the
economy  and in the  case  of  corporate  bonds,  the  financial  conditions  of
companies  that issue them.  In general,  bonds  decline in value when  interest
rates  rise.  High yield  bonds  behave  like bonds at times and like  stocks at
times. Like other bonds, high yield bonds tend to decline in value when interest
rates rise. Like stocks,  however,  high yield bonds generally  decline in value
when the economy deteriorates.

While stocks and bonds may react  differently  to economic  events,  and thereby
provide a more balanced  return,  there are times when stocks and bonds both may
decline in value  simultaneously.  Accordingly,  the value of your investment in
the Fund will go up and down, which means that you could lose money.

ASSET ALLOCATION RISK: The Fund may allocate assets to investment  classes which
underperform other classes.  For example, the Fund may be overweighted in stocks
when the stock market is falling and the bond market is rising.

INTEREST  RATE  RISK:  The  market  value of a bond is  affected  by  changes in
interest  rates.  When interest rates rise, the market value of a bond declines,
when interest rates  decline,  the market value of a bond  increases.  The price
volatility of a bond also depends on its maturity and duration.  Generally,  the
longer the  maturity  and  duration of a bond,  the greater its  sensitivity  to
interest rates. To compensate  investors for this higher risk, bonds with longer
maturities and durations  generally  offer higher yields than bonds with shorter
maturities and durations.

CREDIT  RISK:  This is the risk that an  issuer  of bonds  will be unable to pay
interest or  principal  when due. The prices of bonds are affected by the credit
quality of the issuer.  High yield bonds are subject to greater credit risk than
higher  quality  bonds  because  the  companies  that  issue  them  are  not  as
financially  strong as companies with investment  grade ratings.  Changes in the
financial condition of an issuer,  changes in general economic  conditions,  and
changes in specific economic  conditions that affect a particular type of issuer
can impact the credit quality of an issuer.  Such changes may weaken an issuer's
ability to make  payments of principal or interest,  or cause an issuer of bonds
to fail to make timely  payments of interest or  principal.  Lower quality bonds
generally  tend to be more sensitive to these changes than higher quality bonds,
but BBB-rated bonds may have speculative  characteristics  as well. While credit
ratings may be available to assist in  evaluating  an issuer's  credit  quality,
they may not accurately  predict an issuer's  ability to make timely payments of
principal and interest.

LIQUIDITY:  High yield bonds tend to be less liquid than higher  quality  bonds,
meaning that it may be difficult to sell high yield bonds at a reasonable price,
particularly  if there is a  deterioration  in the  economy or in the  financial
prospects of their issuers.  As a result,  the prices of high yield bonds may be
subject to wide price fluctuations due to liquidity concerns.




                                       7
<PAGE>

FOREIGN  ISSUERS:   Foreign  investments  involve  additional  risks,  including
political  instability,  government  regulation  and  differences  in  financial
reporting standards.

FREQUENT TRADING:  The Fund may, at times, engage in short-term  trading,  which
could produce higher brokerage costs and taxable distributions and may result in
a lower total return for the Fund.

YEAR 2000 RISKS:  The values of  securities  owned by the Fund may be negatively
affected  by Year 2000  problems.  Many  computer  systems  are not  designed to
process correctly date-related information after January 1, 2000. The issuers of
securities  held by the Fund  may  incur  substantial  costs  in  ensuring  that
computer  systems on which  they rely are Year 2000 ready and may face  business
and legal problems if these systems are not ready.  If computer  systems used by
exchanges,  broker-dealers,  and  other  market  participants  are not Year 2000
ready,  valuing and trading securities could be difficult.  These problems could
have a negative effect on the Fund's investments and returns.

ALTERNATIVE  STRATEGIES:  At times the Fund may judge that  market,  economic or
political conditions make pursuing the Fund's investment strategies inconsistent
with the best interests of its  shareholders.  The Fund then may temporarily use
alternative strategies that are mainly designed to limit the Fund's losses.

                      Who manages the Total Return Fund?

First Investors Management Company,  Inc. ("FIMCO") is the investment adviser to
the Fund. Its address is 95 Wall Street, New York, NY 10005. It currently serves
as  investment  adviser  to 51 mutual  funds or series of funds  with  total net
assets of approximately  $5 billion.  FIMCO supervises all aspects of the Fund's
operations and determines the Fund's portfolio transactions. For the fiscal year
ended  September 30, 1998,  FIMCO received  advisory fees of 0.75% of the Fund's
average daily net assets, net of waiver.

The Fund is managed by a team of portfolio  managers who  collectively  make the
initial allocation  decisions among stocks,  bonds and money market instruments:
Patricia D. Poitra, Nancy W. Jones and Clark D. Wagner. Ms. Poitra,  Director of
Equities,  manages the equity  portion of the Fund;  Ms. Jones manages the fixed
income  corporate  securities  portion  of the  Fund;  Mr.  Wagner  manages  the
government  securities and money market portion of the Fund.  Each member of the
team is also  responsible  for the  management of certain other First  Investors
Funds.  Ms. Poitra joined FIMCO in 1985 as a Senior  Equity  Analyst.  Ms. Jones
joined FIMCO in 1983 as Director of Research in the High Yield  Department.  Mr.
Wagner has been Chief Investment Officer of FIMCO since 1992.

In addition to the investment  risks of the Year 2000 which are discussed above,
the  ability of FIMCO and its  affiliates  to price the Fund's  shares,  process
purchase and  redemption  orders,  and render other  services could be adversely
affected if the  computers or other  systems on which they rely are not properly
programmed to operate after January 1, 2000. Additionally,  because the services
provided by FIMCO and its affiliates depend on the interaction of their computer
systems with the  computer  systems of brokers,  information  services and other
parties,  any failure on the part of such third party  computer  systems to deal
with the Year 2000 may have a negative  effect on the  services  provided to the
Fund. FIMCO and its affiliates are taking steps that they believe are reasonably
designed to address the Year 2000 problem for computer and other systems used by
them and are obtaining  assurances that comparable  steps are being taken by the
Fund's other service  providers.  However,  there can be no assurance that these
steps will be  sufficient to avoid any adverse  impact on the Fund.  Nor can the
Fund estimate the extent of any impact.




                                       8
<PAGE>



                          BUYING AND SELLING SHARES

                 How and when does the Fund price its shares?

The share price  (which is called "net asset  value" or "NAV" per share) for the
Fund is calculated once each day as of 4 p.m., Eastern Standard Time ("E.S.T."),
on each day the New York Stock Exchange ("NYSE") is open for regular trading. In
the event that the NYSE closes  early,  the share price will be determined as of
the time of the closing.

To calculate the NAV, the Fund's assets are valued and totaled,  liabilities are
subtracted,  and the  balance,  called net  assets,  is divided by the number of
shares outstanding. The prices or NAVs of Class A shares and Class B shares will
generally differ because they have different expenses.

In valuing its assets,  the Fund uses the market value of  securities  for which
market  quotations  or last sale prices are readily  available.  If there are no
readily  available  quotations  or last sale  prices  for an  investment  or the
available  quotations are considered to be  unreliable,  the securities  will be
valued at their fair value as  determined  in good faith  pursuant to procedures
adopted by the Board of Directors of the Fund.

                             How do I buy shares?

You  may  buy  shares  of  the  Fund  through  a  First   Investors   registered
representative   or  through  a  registered   representative  of  an  authorized
broker-dealer ("Representative"). Your Representative will help you complete and
submit an application. Your initial investment must be at least $1,000. However,
we offer automatic  investment  plans that allow you to open a Fund account with
as little as $50. You also may open certain  retirement  plan  accounts  with as
little as $500 even without an automatic investment plan.
Subsequent investments may be made in any amount.

If we receive  your  application  or order in our  Woodbridge,  N.J.  offices in
correct  form,  as described in the  Shareholder  Manual,  prior to the close of
regular trading on the NYSE, your  transaction will be priced at that day's NAV.
If you place your order with your  Representative  prior to the close of regular
trading  on the NYSE,  your  transaction  will also be priced at that  day's NAV
provided  that your  Representative  transmits the order to our  Woodbridge,  NJ
office by 5 p.m., E.S.T. Orders placed after the close of regular trading on the
NYSE  will be  priced  at the  next  business  day's  NAV.  The  procedures  for
processing  transactions are explained in more detail in our Shareholder  Manual
which is available upon request.

You can arrange to make  systematic  investments  electronically  from your bank
account or through  payroll  deduction.  All the various ways you can buy shares
are  explained  in  the  Shareholder  Manual.  For  further  information  on the
procedures  for  buying  shares,  please  contact  your  Representative  or call
Shareholder Services at 1-800-423-4026.

The Fund  reserves  the  right to  refuse  any  order to buy  shares if the Fund
determines  that  doing so would  be in the best  interests  of the Fund and its
shareholders.

                    Which class of shares is best for me?

The Fund has two  classes  of  shares,  Class A and Class B.  While  each  class
invests in the same  portfolio of  securities,  the classes have separate  sales
charge and expense structures. Because of the different expense structures, each
class of shares generally will have different NAVs and dividends.

The principal  advantages of Class A shares are the lower overall expenses,  the
availability  of quantity  discounts  on volume  purchases  and certain  account
privileges that are available only on Class A shares. The principal advantage of
Class B shares is that all of your money is put to work from the outset.


                                       9
<PAGE>

Class A shares of the Fund are sold at the public  offering price which includes
a  front-end  sales  load.  The  sales  charge  declines  with  the size of your
purchase, as illustrated below.

                          Class A Shares

Your investment           Sales Charge as a percentage of
                          -------------------------------
                      offering price        net amount invested

Less than $25,000            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
$1,000,000 or more              0*                       0*

*If you  invest  $1,000,000  or  more in  Class A  shares,  you  will  not pay a
front-end  sales charge.  However,  if you make such an investment and then sell
your shares  within 24 months of purchase,  you will pay a  contingent  deferred
sales charge ("CDSC") of 1.00%.

Class B shares are sold at net asset value,  without any initial  sales  charge.
However,  you may pay a CDSC when you sell your  shares.  The CDSC  declines the
longer you hold your shares,  as  illustrated  below.  Class B shares convert to
Class A shares after eight years.

                             Class B Shares

             Year of Redemption
             ---------------                    CDSC as a Percentage of Purchase
                                                   Price or NAV at Redemption
                                                   --------------------------

             Within the 1st or 2nd year..........                4%
             Within the 3rd or 4th year..........                3
             In the 5th year.....................                2
             In the 6th year.....................                1
             Within the 7th year and 8th year....                0

There is no CDSC on Class B shares which are acquired  through  reinvestment  of
dividends  or  distributions.  The CDSC is imposed on the lower of the  original
purchase  price or the net asset value of the shares being sold. For purposes of
determining  the CDSC, all purchases made during a calendar month are counted as
having  been  made on the  first day of that  month at the  average  cost of all
purchases made during that month.

To keep your  CDSC as low as  possible,  each  time you place a request  to sell
shares,  we will first sell any shares in your  account  that carry no CDSC.  If
there is an insufficient number of these shares to meet your request in full, we
will then sell those shares that have the lowest CDSC.

Sales charges and CDSCs may be reduced or waived under certain circumstances and
for  certain  groups.  Consult  your  Representative  or  call  us  directly  at
1-800-423-4026 for details.

The Fund has  adopted a plan  pursuant to Rule 12b-1 that allows the Fund to pay
distribution  fees for the sale and  distribution  of its shares.  Each class of
shares pays Rule 12b-1 fees for the  marketing  of fund shares and for  services
provided to shareholders.  The plans provide for payments at annual rates (based
on average  daily net assets) of up to .30% on Class A shares and 1.00% on Class
B shares.  No more than .25% of these  payments may be for service  fees.  These
fees are paid monthly in arrears.  Because these fees are paid out of the Fund's
assets on an ongoing basis, the higher fees for Class B shares will increase the
cost of your  investment and over time may cost you more than paying the initial
sales charge for Class A shares.




                                       10
<PAGE>

FOR ACTUAL PAST EXPENSES OF CLASS A AND CLASS B SHARES, SEE THE SECTION ENTITLED
"WHAT ARE THE FEES AND EXPENSES OF THE FUND?" IN THIS PROSPECTUS.

Because of the lower overall  expenses on Class A shares,  we recommend  Class A
shares for  purchases in excess of $250,000.  If you are  investing in excess of
$1,000,000,  we will  only  sell  Class A shares  to you.  For  purchases  below
$250,000,  the class that is best for you generally  depends upon the amount you
invest,  your time  horizon,  and your  preference  for paying the sales  charge
initially  or later.  If you fail to tell us what Class of shares  you want,  we
will purchase Class A shares for you.

                            How do I sell shares?

You may redeem your Fund shares on any day the Fund is open for business by:

     .     Contacting your Representative who will place a redemption  order for
           you;

     .     Sending  a  written   redemption   request  to  Administrative   Data
           Management  Corp.,  ("ADM")  at  581  Main  Street,   Woodbridge,  NJ
           07095-1198;

     .     Telephoning the Special Services  Department of ADM at 1-800-342-6221
           (if you have elected to have telephone privileges); or

     .     Instructing us to make an electronic transfer to a predesignated bank
           (if you have completed an application authorizing such transfers).

Your  redemption  request will be processed at the price next computed  after we
receive the request in good order, as described in the Shareholder Manual.
For all requests, have your account number available.

Payment of redemption  proceeds generally will be made within 7 days. If you are
redeeming shares which you recently  purchased by check,  payment may be delayed
to verify that your check has cleared. This may take up to 15 days from the date
of your  purchase.  You may not redeem  shares by telephone or  Electronic  Fund
Transfer unless you have owned the shares for at least 15 days.

If your  account  falls below the minimum  account  balance for any reason other
than market  fluctuation,  the Fund  reserves  the right to redeem your  account
without your  consent or to impose a low balance  account fee of $15 annually on
60 days prior  notice.  The Fund may also  redeem  your  account or impose a low
balance  account fee if you have  established  your  account  under a systematic
investment  program  and  discontinue  the  program  before you meet the minimum
account  balance.  You may avoid redemption or imposition of a fee by purchasing
additional  Fund shares during this 60-day period to bring your account  balance
to the required  minimum.  If you own Class B shares,  you will not be charged a
CDSC on a low balance redemption.

The Fund  reserves  the right to make  in-kind  redemptions.  This means that it
could  respond  to a  redemption  request by  distributing  shares of the Fund's
underlying investments rather than distributing cash.

   Can I exchange my shares for the shares of other First Investors Funds?

You may exchange  shares of the Fund for shares of other First  Investors  Funds
without paying any  additional  sales charge.  You can only exchange  within the
same class of shares (i.e., Class A to Class A). Consult your  Representative or
call ADM at 1-800-423-4026 for details.

The Fund  reserves the right to reject any  exchange  request that appears to be
part of a market timing  strategy  based upon the holding  period of the initial
investment,  the amount of the investment being  exchanged,  the funds involved,


                                       11
<PAGE>


and the background of the shareholder or dealer  involved.  The Fund is designed
for long-term investment  purposes.  It is not intended to provide a vehicle for
short-term market timing.

                               ACCOUNT POLICIES

             What about dividends and capital gain distributions?

To the extent that it has net investment  income,  the Fund will declare and pay
dividends  from net  investment  income on a quarterly  basis.  Any net realized
capital gains will be declared and distributed on an annual basis, usually after
the end of the Fund's fiscal year. The Fund may make an additional  distribution
in any year if necessary to avoid a Federal excise tax on certain  undistributed
income and capital gain.

Dividends and other  distributions paid on both classes of the Fund's shares are
calculated at the same time and in the same manner.  Dividends on Class B shares
of the Fund are  expected to be lower than those for its Class A shares  because
of the higher  distribution fees borne by the Class B shares.  Dividends on each
class  also  might  be  affected   differently   by  the   allocation  of  other
class-specific  expenses. In order to be eligible to receive a dividend or other
distribution, you must own Fund shares as of the close of business on the record
date of the distribution.

You may choose to  reinvest  all  dividends  and other  distributions  at NAV in
additional shares of the same class of the Fund or certain other First Investors
Funds, or receive all dividends and other  distributions  in cash. If you do not
select  an  option  when  you  open  your  account,   all  dividends  and  other
distributions will be reinvested in additional shares of the Fund. If you do not
cash a  distribution  check and do not notify ADM to issue a new check within 12
months,  the distribution  may be reinvested in the Fund. If any  correspondence
sent  by  the  Fund  is  returned  as   "undeliverable,"   dividends  and  other
distributions  automatically will be reinvested in the Fund. No interest will be
paid to you while a distribution remains uninvested.

A dividend or other  distribution  will only be paid in additional shares of the
distributing  class if the total amount of the  distribution  is under $5 or the
Fund  has  received  notice  of your  death  (until  written  alternate  payment
instructions   and  other  necessary   documents  are  provided  by  your  legal
representative).

                              What about taxes?

Any dividends or capital gains distributions paid by the Fund are taxable to you
unless you hold your shares in an individual retirement account ("IRA"),  403(b)
account, or 401(k) account, or other tax-deferred account.  Dividends (including
distributions  of net  short-term  capital gains) are taxable to you as ordinary
income. Capital gain distributions (essentially,  distributions of net long-term
capital  gains)  by  the  Fund  are  taxed  to you as  long-term  capital  gain,
regardless  of how long you owned  your Fund  shares.  You are taxed in the same
manner whether you receive your dividends and capital gain distributions in cash
or reinvest them in additional Fund shares. Your sale or exchange of Fund shares
may be a taxable  event for you.  Depending on the  purchase  price and the sale
price of the shares you sell or  exchange,  you may have a gain or a loss on the
transaction.  You are  responsible  for any tax  liabilities  generated  by your
transactions.

How do I obtain a complete explanation of all account privileges and policies?

The Fund offers a full range of special privileges, including special investment
programs for group retirement plans,  systematic investment programs,  automatic
payroll investment programs, telephone privileges, check writing privileges, and
expedited  redemptions by wire order or Automated  Clearing House transfer.  The
full range of  privileges,  and related  policies,  are  described  in a special
Shareholder Manual, which you may obtain on request. For more information on the
full range of services available, please contact us directly at 1-800-423-4026.


                                       12
<PAGE>


                             FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance  for the past five years.  Certain  information  reflects
financial  results  for a single  Fund  share.  The total  returns in the tables
represent the rate that an investor would have earned (or lost) on an investment
in the Fund  (assuming  reinvestment  of all dividends and  distributions).  The
information has been audited by Tait, Weller & Baker,  whose report,  along with
the Fund's  financial  statements,  are included in the SAI,  which is available
upon request.

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

                                  INCOME FROM INVESTMENT OPERATIONS                           LESS DISTRIBUTIONS FROM
                                  ---------------------------------                           -----------------------

                                                  
                                                  
                       NET ASSET                  
                        VALUE                        NET REALIZED                   
                       ---------         NET         AND UNREALIZED   TOTAL FROM         NET          NET                         
                       BEGINNING     INVESTMENT     GAIN (LOSS) ON   INVESTMENT     INVESTMENT     REALIZED
                       OF PERIOD       INCOME         INVESTMENTS    OPERATIONS       INCOME        GAINS     TOTAL DISTRIBTUIONS
- --------------------- ------------- ------------- ---------------- -------------- -------------- ----------- ---------------------

TOTAL RETURN FUND
- -----------------
CLASS A
- -------
1/1/94 - 12/31/94......    $11.88        $.21           $(.62)          $(.41)           $.19        $.39          $.58
1/1/95 - 12/31/95......     10.89         .39            2.50            2.89             .37         .44           .81
1/1/96 - 12/31/96......     12.97         .39             .97            1.36             .41        1.12          1.53
1/1/97 - 12/31/97......     12.80         .26            2.04            2.30             .28        1.08          1.36
1/1/98 - 09/30/98......     13.74         .23             .43             .66             .13          --           .13

CLASS B
- -------
1/12/95* - 12/31/95....     10.90         .25            2.54            2.79             .33         .44           .77
1/1/96 - 12/31/96......     12.92         .32             .94            1.26             .34        1.12          1.46
1/1/97 - 12/31/97......     12.72         .21            1.97            2.18             .19        1.08          1.27
1/1/98 - 09/30/98......     13.63         .17             .41             .58             .08          --           .08

   * Date Class B shares were first offered.
  ** Calculated without sales charges.
   + Annualized.
  ++ Net of expenses waived or assumed.

</TABLE>
                                                                13



<PAGE>


<TABLE>
<CAPTION>
     <S>             <C>          <C>          <C>          <C>        <C>         <C>          <C>
  --------------------------------------------------------------------------------------------------------------------

                                          R A T I O S / S U P P L E M E N T A L D A T A
  --------------------------------------------------------------------------------------------------------------------

                                                     RATIO TO AVERAGE NET
                                                        ASSETS BEFORE
                                 RATIO TO AVERAGE    EXPENSES WAIVED OR
                                  NET ASSETS ++            ASSUMED
                                 ----------------    --------------------


   NET ASSET                                                 NET                     NET      PORTFOLIO
      VALUE        TOTAL       NET ASSETS                 INVESTMENT             INVESTMENT   TURNOVER
      END        RETURN**     END OF PERIOD   EXPENSES      INCOME     EXPENSES    INCOME       RATE
   OF PERIOD        (%)       (IN MILLIONS)      (%)         (%)         (%)         (%)         (%)
  --------------------------------------------------------------------------------------------------------------------

      $10.89         (3.45)       $ 51         1.63        1.91        1.88        1.66         124
       12.97         26.71          55         1.58        3.08        1.83        2.83         135
       12.80         10.62          57         1.53        2.93        1.78        2.68         146
       13.74         18.08          67         1.49        1.94        1.74        1.69         149
       14.27          4.76          73         1.42+       2.15+       1.65+       1.92+        111


                                                                                      
       12.92         25.74           0.3       2.41+       2.24+       2.67+       1.98+        135
       12.72          9.86           1         2.32        2.14        2.49        1.97         146
       13.63         17.24           3         2.19        1.24        2.44         .99         149
       14.13          4.25           4         2.12+       1.45+       2.35+       1.22+        111
</TABLE>




  
  

                                       14

<PAGE>


 [FIRST INVESTORS LOGO]

TOTAL RETURN FUND

For investors who want more information about the Fund, the following  documents
are available free upon request:

ANNUAL/SEMI-ANNUAL  REPORTS: Additional information about the Fund's investments
is available in the Fund's annual and semi-annual  reports to  shareholders.  In
the Fund's annual  report,  you will find a discussion of the market  conditions
and investment  strategies that  significantly  affected the Fund's  performance
during its last fiscal year.

STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information   about  the  Fund  and  is  incorporated  by  reference  into  this
prospectus.

SHAREHOLDER  MANUAL: The Shareholder  Manual provides more detailed  information
about the purchase, redemption and sale of Fund shares.

You can get free copies of reports, the SAI and the Shareholder Manual,  request
other  information  and discuss your questions  about the Fund by contacting the
Fund at:

Administrative Data Management Corp.
581 Main Street
Woodbridge, NJ 07095-1198
Telephone:  1-800-423-4026

You can  review and copy  information  about the Fund for a fee  (including  the
Fund's reports,  Shareholder Manual and SAI) at the Public Reference Room of the
Securities and Exchange Commission ("SEC") in Washington, D.C. You can also send
your  request and a  duplicating  fee to the Public  Reference  Room of the SEC,
Washington,  DC 20549-6009.  You can obtain  information on the operation of the
Public  Reference  Room by calling  1-800-SEC-0330.  Text-only  versions of Fund
documents can be viewed online or downloaded from the SEC's Internet  website at
http://www.sec.gov.

                                     (Investment Company Act File No:
                                     First Investors Total Return Fund 811-5690)




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