FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
497, 1995-10-30
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FIRST INVESTORS LIFE
VARIABLE ANNUITY
FUND C

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


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


Prospectus

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

May 1, 1995

[LOGO]  First Investors


<PAGE>


FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST  INVESTORS  LIFE  INSURANCE  COMPANY 
95 Wall Street, New York, New York 10005/(212) 858-8200

     This Prospectus  describes the Variable Annuity Contracts (the "Contracts")
offered by First Investors Life Insurance  Company ("First  Investors Life") for
(a) nonqualified retirement programs and deferred compensation plans and (b) the
following  retirement  plans  qualified  for  special  tax  treatment  under the
Internal Revenue Code of 1986, as amended:  (1) individual  retirement annuities
and (2) qualified  corporate  employee  pension and  profit-sharing  plans.  The
Contracts  offered are deferred  annuity  contracts under which annuity payments
will  begin on a  selected  future  date.  A PENALTY  MAY BE  ASSESSED  ON EARLY
WITHDRAWALS  (SEE "FEDERAL INCOME TAX STATUS").  THE CONTRACTS  CONTAIN A 10-DAY
REVOCATION RIGHT (SEE "VARIABLE ANNUITY  CONTRACTS--TEN-DAY  REVOCATION RIGHT").
The  Contracts  provide  for the  accumulation  of values on a  variable  basis.
Payment of annuity benefits will be on a variable basis, unless a fixed basis or
a  combination  of variable  and fixed  bases is selected by the  Contractowner.
Unless otherwise stated, this Prospectus  describes only the variable aspects of
the Contracts. The Contracts contain information on the fixed aspects.

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

     This Prospectus sets forth the information  about Separate Account C that a
prospective  investor should know before investing and should be kept for future
reference.  A Statement of Additional  Information,  dated May 1, 1995, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference  in its  entirety.  (See page 20 of this  Prospectus  for the Table of
Contents  of  the  Statement  of  Additional   Information.)  The  Statement  of
Additional Information is available at no charge upon request to First Investors
Life at the address or telephone number indicated above.

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

          THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
                 PROSPECTUS OF FIRST INVESTORS LIFE SERIES FUND.

                   The date of this Prospectus is May 1, 1995


<PAGE>


                            GLOSSARY OF SPECIAL TERMS


     ACCUMULATED VALUE - The value of all the Accumulation Units credited to the
Contract.

     ACCUMULATION  PERIOD - The period  between  the date of issue of a Contract
and the Annuity Commencement Date.

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

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

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

     ANNUITY  COMMENCEMENT  DATE - The date on  which  annuity  payments  are to
commence.

     ANNUITY UNIT - A unit used to determine the amount of each annuity  payment
after the first.

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

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

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

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

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

     JOINT  ANNUITANT - The  designated  second  person under joint and survivor
life annuity.

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

     SINGLE PAYMENT - A one-time  purchase  payment made to First Investors Life
to purchase an annuity.

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

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

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

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


                                        2


<PAGE>


                                    FEE TABLE


     The   following   table  has  been  prepared  to  assist  the  investor  in
understanding  the various costs and expenses a  Contractowner  will directly or
indirectly  bear. The table reflects  expenses of Separate  Account C as well as
the Fund. The Fee Table has been amended to reflect Fund expenses expected to be
incurred in 1995.

CONTRACTOWNER TRANSACTION EXPENSES

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

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Fees............................ 1.00%

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

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

                                                                      TOTAL FUND
                                         MANAGEMENT      OTHER         OPERATING
                                           FEES(1)     EXPENSES(2)   EXPENSES(3)
                                           -------     -----------   -----------
Blue Chip Series.......................     0.75%         0.13%         0.88%
Cash Management Series.................     0.35+*        0.20+         0.55+
Discovery Series.......................     0.75          0.13          0.88
Government Series......................     0.75          0.15          0.90
Growth Series..........................     0.75          0.15          0.90
High Yield Series......................     0.75          0.13          0.88
International Securities Series........     0.75          0.20+         0.95+
Investment Grade Series................     0.75          0.17          0.92
Target Maturity Series.................     0.75          0.20+         0.95+
Utilities Income Series................     0.75          0.20          0.95


+ Net of waiver and/or reimbursement

(1)  Management Fees have been restated for CASH MANAGEMENT  SERIES,  GOVERNMENT
     SERIES, INVESTMENT GRADE SERIES and UTILITIES INCOME SERIES. Otherwise, the
     maximum Management Fees that may be incurred by those Series for the fiscal
     year ending December 31, 1995 would be 0.75%.  The Adviser will waive 0.40%
     in Management Fees for CASH  MANAGEMENT  SERIES for a minimum period ending
     December 31, 1995.

(2)  Because  of  its  limited  operating  history,  Other  Expenses  have  been
     estimated for TARGET  MATURITY  SERIES.  The Adviser will  reimburse  Other
     Expenses  for the TARGET  MATURITY  SERIES in excess of 0.20% for a minimum
     period ending December 31, 1995. If not reimbursed,  Other Expenses for the
     TARGET MATURITY SERIES would be  approximately  0.25%.  Other Expenses have
     been  restated  for  the  CASH  MANAGEMENT  SERIES  and  the  INTERNATIONAL
     SECURITIES  SERIES.  If not,  Other  Expenses would have been 0.29% for the
     CASH MANAGEMENT SERIES and 0.28% for INTERNATIONAL SECURITIES SERIES.

(3)  If certain Management Fees or Other Expenses were not waived or reimbursed,
     Total Fund Operating  Expenses would be 1.04% for CASH  MANAGEMENT  SERIES,
     1.03% for  INTERNATIONAL  SECURITIES  SERIES  and  approximately  1.00% for
     TARGET MATURITY SERIES.


                                       3


<PAGE>


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

EXAMPLE

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

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

                                    1 YEAR    3 YEARS     5 YEARS      10 YEARS
                                    ------    -------     -------      --------
Blue Chip Series.................     $88       $125        $164         $275
Cash Management Series...........      85        116         149          242
Discovery Series.................      88        125         164          275
Government Series................      88        126         165          277
Growth Series....................      88        126         165          277
High Yield Series................      88        125         164          275
International Securities Series..      88        127         168          282
Investment Grade Series..........      88        120         166          279
Target Maturity Series...........      88        127         N/A          N/A
Utilities Income Series..........      88        127         168          282
                                                                  
     THE EXPENSES IN THE EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF
PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES IN FUTURE YEARS MAY BE GREATER OR LESS
THAN THOSE SHOWN.

                         CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUES

     The  following  shows  the  accumulation  unit  values  and the  number  of
accumulation  units  outstanding for each Subaccount of Separate Account C as of
the dates  indicated  from the dates when the  accumulation  unit value for each
Subaccount was initially set at $10.00*:

<TABLE>
<CAPTION>
                                                                                                                       NUMBER OF
                                                                                                 ACCUMULATION        ACCUMULATION
       SUBACCOUNT                                                          AS OF                  UNIT VALUE             UNITS
       ----------                                                    -----------------           -----------         -----------
<S>                                                                  <C>                         <C>                 <C>
Blue Chip Subaccount ..........................................      December 31, 1990           10.74931759           144,049.8
                                                                     December 31, 1991           13.42731580           561,758.4
                                                                     December 31, 1992           14.18287684         1,085,254.0
                                                                     December 31, 1993           15.23373431         1,529,348.1
                                                                     December 31, 1994           14.86290782         1,959,841.2

Cash Management Subaccount ....................................      December 31, 1990           10.07542807           571,856.9
                                                                     December 31, 1991           10.52748985           571,891.0
                                                                     December 31, 1992           10.73770189           437,185.0
                                                                     December 31, 1993           10.91847727           253,743.1
                                                                     December 31, 1994           11.21833852           235,919.5
</TABLE>


                                       4


<PAGE>


<TABLE>
<CAPTION>
<S>                                                                  <C>                         <C>                 <C>
Discovery Subaccount ..........................................      December 31, 1990           10.91349031             8,362.1
                                                                     December 31, 1991           16.53848277           130,585.7
                                                                     December 31, 1992           18.93150000           307,107.8
                                                                     December 31, 1993           22.89932001           563,070.0
                                                                     December 31, 1994           22.07727850           867,303.8

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

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

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

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

Investment Grade Subaccount ...................................      December 31, 1992           10.77845214           395,839.5
                                                                     December 31, 1993           11.82065978           784,651.0
                                                                     December 31, 1994           11.28602521           923,445.3

Utilities Income Subaccount ...................................      December 31, 1993            9.92774964            45,091.7
                                                                     December 31, 1994            9.11659215           473,447.1
</TABLE>

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


                               GENERAL DESCRIPTION

     FIRST  INVESTORS LIFE  INSURANCE  COMPANY.  First  Investors Life Insurance
Company,  95 Wall Street,  New York, New York 10005 ("First  Investors Life"), a
stock life  insurance  company  incorporated  under the laws of the State of New
York  in  1962,  writes  life  insurance,  annuities  and  accident  and  health
insurance.  First Investors  Consolidated  Corporation  ("FICC") owns all of the
voting common stock of First  Investors  Management  Company,  Inc.  ("FIMCO" or
"Adviser")  and all of the  outstanding  stock  of First  Investors  Corporation
("FIC" or "Underwriter")  and the Transfer Agent. Mr. Glenn O. Head (and members
of his family) and Mrs.  Julie W.  Grayson  (as  executrix  of the estate of her


                                        5


<PAGE>


deceased  husband,  David D.  Grayson)  are  controlling  persons  of FICC  and,
therefore, jointly control the Adviser.

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

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

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

     Any and all distributions  received from a Series will be paid in shares of
the  distributing  Series or if in cash,  will be  reinvested  in shares of that
Series at net asset value for the corresponding Subaccount. Accordingly, no cash
distributions  will be made to  Contractowners.  Deductions and redemptions from
any Subaccount of Separate  Account C may be effected by redeeming the number of
applicable Series shares, at net asset value, necessary to satisfy the amount to
be deducted or redeemed.  Shares of the Series in the Subaccounts will be valued
at their net asset values.

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

SEPARATE ACCOUNT C SUBACCOUNT              FUND SERIES
- -----------------------------              -----------

Blue Chip Subaccount                       Blue Chip Series
Cash Management Subaccount                 Cash Management Series
Discovery Subaccount                       Discovery Series
Government Subaccount                      Government Series
Growth Subaccount                          Growth Series
High Yield Subaccount                      High Yield Series
International Securities Subaccount        International Securities Series
Investment Grade Subaccount                Investment Grade Series
Target Maturity 2007 Subaccount            Target Maturity 2007 Series
Utilities Income Subaccount                Utilities Income Series
                                     
     Each  Contractowner  designates the Subaccount in which his or her purchase
payment (less  deductions) will be invested.  That Subaccount in turn invests in
the corresponding Series of the Fund as set forth above.


                                       6


<PAGE>


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

     YOUR  CHOICE OF  INVESTMENT  OBJECTIVE.  When you  purchase a Contract  you
decide to place your  purchase  payment  (less  deductions)  and any  additional
purchase  payments (less deductions) into at least one but not more than five of
the  Subaccounts  of Separate  Account C,  provided  the  allocation  to any one
Subaccount is not less than 10% of the purchase payment (less deductions).  Each
Subaccount  corresponds to a Series of the Fund.  The  investment  objectives of
each  Series  of the Fund is set forth  below.  There is no  assurance  that the
investment  objective of any Series of the Fund will be  realized.  Because each
Series of the Fund is intended to serve a different investment  objective,  each
is subject to varying  degrees of financial and market  risks.  Twice during any
Contract  year,  you may  transfer  part  or all of your  cash  value  from  the
Subaccounts  you are in to other  Subaccounts  provided  the  cash  value is not
allocated to more than five of the  Subaccounts,  and provided the allocation to
any one  Subaccount is not less than 10% of the cash value of the Contract.  The
cash value of the Contract may increase or decrease  depending on the investment
performance of the Subaccounts selected.

     THE FUND.  First  Investors  Life  Series  Fund is a  diversified  open-end
management  investment  company registered under the 1940 Act. The Fund consists
of nine separate  Series.  The shares of the Series are not sold directly to the
general  public  but are  available  only  through  the  purchase  of an annuity
contract or a variable life insurance policy issued by First Investors Life.

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

     BLUE CHIP SERIES.  The investment  objective of Blue Chip Series is to seek
high total investment return  consistent with the preservation of capital.  This
goal will be sought by investing,  under normal market conditions,  primarily in
equity  securities of larger,  well-capitalized  companies  with high  potential
earnings growth that have shown a history of dividend  payments,  commonly known
as "Blue Chip" companies.

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

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

     GOVERNMENT SERIES. The investment objective of Government Series is to seek
to  achieve a  significant  level of current  income  which is  consistent  with
security  and  liquidity  of  principal  by   investing,   under  normal  market
conditions,  primarily in  obligations  issued or guaranteed as to principal and


                                        7


<PAGE>


interest by the U.S. Government,  its agencies or  instrumentalities,  including
mortgage-related securities.

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

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

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

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

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

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

     For more  complete  information  about  the  Fund  and each of the  Series,
including management fees and other expenses,  see the Fund's Prospectus,  which
is attached to this Prospectus. It is important to read the Prospectus carefully
before  you  decide  to  invest.  No offer  will be made of a  variable  annuity
contract  funded by the underlying  mutual fund unless a current Fund Prospectus
has been delivered.

     ADVISER.  First Investors  Management Company,  Inc., an affiliate of First
Investors Life, supervises and manages each Series' investments,  supervises all
aspects of each  Series  operations  and,  except for  INTERNATIONAL  SECURITIES
SERIES and GROWTH SERIES,  determines each Series' portfolio  transactions.  The
Adviser is a New York corporation located at 95 Wall Street, New York, NY 10005.


                                        8


<PAGE>


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

     WMC,  located at 75 State  Street,  Boston,  MA 02109,  is a  Massachusetts
general  partnership  of which Robert W. Doran,  Duncan M. McFarland and John B.
Neff are Managing  Partners.  WMC is a professional  investment  counseling firm
which provides  investment  services to investment  companies,  employee benefit
plans, endowment funds,  foundations and other institutions and individuals.  As
of December 31, 1994, WMC held discretionary  investment  authority with respect
to  approximately  $80.0  billion  of  assets.  Of that  amount,  WMC  acted  as
investment  adviser or subadviser to  approximately  110  registered  investment
companies or series of such companies,  with net assets of  approximately  $58.3
billion as of December 31, 1994. WMC is not  affiliated  with the Adviser or any
of its affiliates.

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

     VOTING RIGHTS. In accordance with its view of present applicable law, First
Investors  Life will  vote the  Series  shares  held in the  Subaccounts  at any
Special  Meeting of  Shareholders  of the Fund in accordance  with  instructions
received from persons having the voting interest in the Subaccount.  However, if
the 1940 Act or any  regulation  thereunder  should be amended or if the present
interpretation  thereof  should  change,  and as a result First  Investors  Life
determines  that it is permitted to vote the Series shares in its own right,  it
may  elect  to do so.  The  person  having  the  voting  interest  shall  be the
Contractowner.

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


                                        9


<PAGE>


                   PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES

     PURCHASE  PAYMENTS.  Investors  in  Separate  Account C will be  purchasing
Accumulation Units of a particular  Subaccount only and not shares of the Series
in which the Subaccount invests.

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

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

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

                                 DEDUCTION TABLE

                                      SALES CHARGE AS % OF
                                   ---------------------------   CONCESSION TO
                                    OFFERING       NET AMOUNT   DEALERS AS % OF
     AMOUNT OF INVESTMENT             PRICE         INVESTED     OFFERING PRICE
- -------------------------------    ----------      -----------  ----------------
Less than $25,000 ................    7.00%            7.53%         5.75%
$25,000 but under $50,000 ........    6.25             6.67          5.17
$50,000 but under $100,000 .......    4.75             4.99          3.93
$100,000 but under $250,000 ......    3.50             3.63          2.90
$250,000 but under $500,000 ......    2.50             2.56          2.19
$500,000 but under $1,000,000 ....    2.00             2.04          1.67
$1,000,000 or over ...............    1.50             1.52          1.24

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

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

     EXCHANGE PRIVILEGE. Contractowners of First Investors Life Variable Annuity
Fund A ("Separate  Account A") may exchange their  Separate  Account A Contracts
for Separate Account C Contracts.  The Accumulated Value of the Separate Account
A Contract  will be invested at net asset  value in one or more  Subaccounts  of
Separate   Account  C.   Although   there  is  no  charge  for  this   exchange,


                                       10


<PAGE>

Contractowners  will be required to execute a change of contract form which,  in
part, states that First Investors Life deducts a daily charge equal to an annual
rate of 1.00% of the daily net asset  value of the  Subaccounts  as a charge for
mortality  and  expense  risk.  This  exchange  privilege  may  be  modified  or
terminated at any time by First Investors Life.

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

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

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

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

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

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

                                       11


<PAGE>


     EXPENSES.  The total  expenses  of  Separate  Account C for the fiscal year
ended  December  31,  1994  amounted to  $1,077,119  or 1.02% of its average net
assets.  There are  deductions  from and expenses  paid out of the assets of the
Series that are described in the Fund's Prospectus.

                           VARIABLE ANNUITY CONTRACTS

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

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

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

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

DEFERRED VARIABLE ANNUITIES--ACCUMULATION PERIOD

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

                                       12


<PAGE>


ANNUITY PERIOD

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

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

     ASSUMED  INVESTMENT RATE. A 3.5% assumed  investment rate is built into the
Annuity Tables in the Contract.  This is based on First Investors Life's opinion
that it is the average  result to be expected  from a  diversified  portfolio of
common stocks during a relatively stable economy. A higher assumption would mean
a higher  initial  payment  but more  slowly  rising  and more  rapidly  falling
subsequent variable annuity payments. A lower assumption would have the opposite
effect. If the actual net investment rate of the respective Subaccount is at the
annual rate of 3.5%, the variable annuity payments will be level.

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

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

     The Contracts provide for the six Annuity Options described below:

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

     Option 2a - JOINT AND SURVIVOR  LIFE ANNUITY - An annuity  payable  monthly
during  the  joint  lifetime  of the  Annuitant  and  the  Joint  Annuitant  and
continuing thereafter during the lifetime of the survivor, ceasing with the last
payment due prior to the death of the survivor.

     Option 2b - JOINT AND  TWO-THIRDS  TO  SURVIVOR  LIFE  ANNUITY - An annuity
payable monthly during the lifetime of the Annuitant and the Joint Annuitant and


                                       13


<PAGE>


continuing  thereafter during the lifetime of the survivor at an amount equal to
two-thirds  of the joint  annuity  payment,  ceasing with the first  payment due
prior to the death of the survivor.

     Option  2c - JOINT AND  ONE-HALF  TO  SURVIVOR  LIFE  ANNUITY - An  annuity
payable  monthly  during  the  joint  lifetime  of the  Annuitant  and the Joint
Annuitant and  continuing  thereafter  during the lifetime of the survivor at an
amount  equal to one-half of the joint  annuity  payment,  ceasing with the last
payment due prior to the death of the survivor.

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

     Option 3 - LIFE ANNUITY WITH 60, 120 OR 240 MONTHLY  PAYMENTS  GUARANTEED -
An  annuity  payable  monthly  during the  lifetime  of the  Annuitant  with the
guarantee that if, upon the death of the Annuitant,  payments have been made for
less than 60, 120 or 240 monthly periods,  as elected,  payments will be made as
follows:

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

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

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

     ALLOCATION  OF  ANNUITY.  The  Contractowner  may  elect  to  have  the Net
Accumulated  Value applied at the Annuity  Commencement  Date to provide a Fixed
Annuity,  a Variable  Annuity,  or any  combination  thereof.  After the Annuity
Commencement Date, no transfers or redemptions are allowed.  Such elections must
be made in  writing to First  Investors  Life at its  Executive  Office or other
designated  office, at least 30 days prior to the Annuity  Commencement Date. In
the absence of an election,  annuity  payments will be made on a variable  basis


                                       14


<PAGE>


only under  Annuity  Option 3 above,  Life  Annuity  with 120  monthly  payments
guaranteed, which is the Basic Annuity.

DEATH BENEFIT DURING THE ACCUMULATION PERIOD

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

     If payment of the Death  Benefit  under one of the Annuity  Options was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death  Benefit  paid in a single  sum or applied to provide an
annuity  under one of the Annuity  Options or as  otherwise  permitted  by First
Investors  Life. If a single sum  settlement is requested,  the proceeds will be
paid within seven days of receipt of such election and due proof of death. If an
Annuity  Option is desired,  election  may be made by the  Beneficiary  during a
ninety-day  period commencing with the date of receipt of notification of death.
If such an election  is not made,  a single sum  settlement  will be made to the
Beneficiary  at the end of such  ninety-day  period.  If any  Annuity  Option is
elected,  the  Annuity  Commencement  Date  shall be the date  specified  in the
election but no later than ninety days after receipt by First  Investors Life of
notification of death.

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

SURRENDER AND TERMINATION (REDEMPTION) DURING THE ACCUMULATION PERIOD

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


                                       15


<PAGE>


DEATH OF CONTRACTOWNER

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

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

     If the death of the Contractowner  occurs prior to the Annuity Commencement
Date,  the  entire  interest  in the  Contract  will be (1)  distributed  to the
Beneficiary  within  five  years,  or (2)  distributed  under an Annuity  Option
beginning within one year which provides that annuity payments will be made over
a period not longer than the life or life expectancy of the Beneficiary.  If the
Contract  is payable to (or for the benefit  of) the  Contractowner's  surviving
spouse, no distributions will be required and the Contract may be continued with
the surviving spouse as the new Contractowner.  If the Contractowner is also the
Annuitant,  such spouse shall have the right to become the  Annuitant  under the
Contract. Likewise, if the Annuitant dies and the Contractowner is not a natural
person,  the  Annuitant's  surviving  spouse  shall have the right to become the
Contractowner and the Annuitant.

TEN-DAY REVOCATION RIGHT

     A  Contractowner  may,  within  ten days  from the  date  the  Contract  is
delivered to the  Contractowner,  elect to cancel the Contract.  First Investors
Life will,  upon surrender of the Contract,  together with a written request for
cancellation,  at  the  Executive  Office  of  First  Investors  Life  or  other
designated  office,  pay to the Contractowner an amount equal to the Accumulated
Value of the  Contract  on the date of  surrender  plus the  amount of any sales
charges  deducted  from the initial  purchase  payment.  The amount  refunded to
Contractowners may be more or less than their initial purchase payment depending
on the investment results of the designated Subaccount(s).

                            FEDERAL INCOME TAX STATUS

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


                                       16


<PAGE>


an immediate annuity (as defined in Section 72(u)(4) of the Code).

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

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

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

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


                                       17


<PAGE>


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

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

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

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

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

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

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

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


                                       18


<PAGE>


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

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

                             PERFORMANCE INFORMATION

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

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

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

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


                                       19


<PAGE>


                                TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                   INFORMATION
  Item                                                                    Page
- --------                                                                  ----
General Description......................................................   2
Services.................................................................   2
Purchase of Securities...................................................   4
Deduction Table..........................................................   4
Annuity Payments.........................................................   5
Other Information........................................................   6
Performance Information..................................................   6
Relevance of Financial Statements........................................  10
Appendices...............................................................  11
Financial Statements.....................................................  16


                                   APPENDIX I

                             STATE AND LOCAL TAXES*

Alabama ...............................................................  1.00%
Alaska ................................................................   --
Arizona ...............................................................   --
Arkansas ..............................................................   --
California ............................................................  2.35
Colorado ..............................................................   --
Connecticut ...........................................................   --
Delaware ..............................................................   --
District of Columbia ..................................................  2.25
Florida ...............................................................   --
Georgia ...............................................................   --
Illinois ..............................................................   --
Indiana ...............................................................   --
Iowa ..................................................................   --
Kentucky ..............................................................  2.00
Louisiana .............................................................   --
Maryland ..............................................................   --
Massachusetts .........................................................   --
Michigan ..............................................................   --
Minnesota .............................................................   --
Mississippi ...........................................................  2.00
Missouri ..............................................................   --
Nebraska ..............................................................   --
New Jersey ............................................................   --
New Mexico ............................................................   --
New York ..............................................................   --
North Carolina ........................................................  1.875
Ohio ..................................................................   --
Oklahoma ..............................................................   --
Oregon ................................................................   --
Pennsylvania ..........................................................  2.00
Rhode Island ..........................................................   --
South Carolina ........................................................   --
Tennessee .............................................................   --
Texas .................................................................   --
Utah ..................................................................   --
Virginia ..............................................................   --
Washington ............................................................   --
West Virginia .........................................................  1.00
Wyoming ...............................................................  1.00

- ----------

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

      * Includes local annuity premium taxation.


                                       20


<PAGE>



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

Glossary of Special Terms .................................................    2
Fee Table .................................................................    3
Condensed Financial Information ...........................................    4
General Description .......................................................    5
Purchases, Deductions, Charges and Expenses ...............................   10
Variable Annuity Contracts ................................................   12
Federal Income Tax Status .................................................   16
Performance Information ...................................................   19
Table of Contents of the
   Statement of Additional Information ....................................   20
Appendix I - State and Local Taxes ........................................   20




                                                                        LIFE 327


<PAGE>


FIRST INVESTORS 
LIFE SERIES FUND
- --------------------------------------------------------------------------------




Blue Chip Series
Cash Management Series
Discovery Series
Government Series
Growth Series
High Yield Series
International Securities Series
Investment Grade Series
Target Maturity 2007 Series
Utilities Income Series




Prospectus
- --------------------------------------------------------------------------------


May 1, 1995




[LOGO] First Investors


<PAGE>

First Investors Life Series Fund

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

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

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

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

   
         This Prospectus  sets forth  concisely the information  about the Funds
that a prospective  investor should know before investing and should be retained
for future  reference.  First Investors  Management  Company,  Inc.  ("FIMCO" or
"Adviser") serves as investment  adviser to the Funds. A Statement of Additional
Information ("SAI"),  dated October 13, 1995 (which is incorporated by reference
herein), has been filed with the Securities and Exchange Commission.  The SAI is
available  at no charge upon  request to the Funds at the  address or  telephone
number indicated above.
    

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

         An investment in these securities is not a deposit or obligation of, or
guaranteed or endorsed by, any bank and is not federally insured or protected by
the Federal  Deposit  Insurance  Corporation,  the Federal  Reserve Board or any
other governmental agency.


   
                 The date of this Prospectus is October 13, 1995
    


<PAGE>


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

         Blue Chip Fund.  The  investment  objective of the Fund is to seek high
total investment return  consistent with the preservation of capital.  This goal
will be sought by investing, under normal market conditions, primarily in equity
securities of larger,  well-capitalized  companies with high potential  earnings
growth that have shown a history of dividend  payments,  commonly known as "Blue
Chip" companies.

         Cash  Management  Fund.  The objective of the Fund is to seek to earn a
high rate of current  income  consistent  with the  preservation  of capital and
maintenance of liquidity.  The Cash  Management Fund will invest in money market
obligations,  including high quality securities issued or guaranteed by the U.S.
Government  or its agencies and  instrumentalities,  bank  obligations  and high
grade corporate instruments.

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

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

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

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

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

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

         Target  Maturity 2007 Fund. The investment  objective of the Fund is to
seek a  predictable  compounded  investment  return for investors who hold their
Fund shares until the Fund's maturity,  consistent with preservation of capital.
The Fund will seek its objective by investing,  under normal market  conditions,
at least 65% of its total assets in zero coupon  securities  which are issued by
the U.S.  Government,  its  agencies  or  instrumentalities  or created by third
parties  using  securities  issued  by the  U.S.  Government,  its  agencies  or
instrumentalities. The  Fund intends to terminate in the year 2007.  As a result


                                        2


<PAGE>


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

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

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


                                        3


<PAGE>


                              FINANCIAL HIGHLIGHTS

      The following  table sets forth the per share operating  performance  data
for a share of beneficial interest outstanding,  total return, ratios to average
net assets and other  supplemental  data for each  period  indicated.  The table
below has been derived from  financial  statements  which have been  examined by
Tait, Weller & Baker,  independent  certified public  accountants,  whose report
thereon  appears  in the  Statement  of  Additional  Information  ("SAI").  This
information  should be read in  conjunction  with the Financial  Statements  and
Notes thereto, which also appear in the SAI, available at no charge upon request
to the Funds.


<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                           PER SHARE DATA
                       -------------------------------------------------------------------------------------------------------------
                                         Income from Investment Operations    Less Distributions from
                                       -------------------------------------- -----------------------
                                                    Net Realized
                       Net Asset Value     Net     and Unrealized  Total from       Net        Net
                         Beginning of  Investment    Gain(Loss)    Investment   Investment   Realized     Total      Net Asset Value
                           Period        Income    on Investments  Operations     Income      Gains   Distributions    End of Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>          <C>          <C>          <C>          <C>        <C>            <C>    
Blue Chip                                                                                                            
- ---------                                                                                                            
3/8/90* to 12/31/90 .....  $ 10.00        $ .07        $ (.02)      $  .05       $  --        $ --       $  --          $ 10.05
1991 ....................    10.05          .12          2.50         2.62         .05          --         .05            12.62
1992 ....................    12.62          .16           .67          .83         .21          --         .21            13.24
1993 ....................    13.24          .15           .97         1.12         .15          --         .15            14.21
1994 ....................    14.21          .18          (.39)        (.21)        .08         .17         .25            13.75
1/1/95 to 6/30/95 .......    13.75          .13          2.20         2.33         .19         .95        1.14            14.94
Cash Management                                                                                                        
- ---------------                                                                                                        
1990 ....................     1.00          .072         --            .072        .072         --         .072            1.00
1991 ....................     1.00          .054         --            .054        .054         --         .054            1.00
1992 ....................     1.00          .029         --            .029        .029         --         .029            1.00
1993 ....................     1.00          .027         --            .027        .027         --         .027            1.00
1994 ....................     1.00          .037         --            .037        .037         --         .037            1.00
1/1/95 to 6/30/95 .......     1.00          .027         --            .027        .027         --         .027            1.00
Discovery                                                                                                              
- ---------                                                                                                              
1990 ....................    12.40          .14          (.78)        (.64)        .15         .90         1.05           10.71
1991 ....................    10.71          .07          5.42         5.49         .18          --          .18           16.02
1992 ....................    16.02           --          2.51         2.51         .03         .15          .18           18.35
1993 ....................    18.35           --          3.92         3.92          --         .91          .91           21.36
1994 ....................    21.36          .06          (.62)        (.56)         --         .94          .94           19.86
1/1/95 to 6/30/95 .......    19.86          .05          2.78         2.83         .06        1.26         1.32           21.37
Government                                                                                                             
- ----------                                                                                                             
1/7/92* to 12/31/92 .....    10.00          .47           .51          .98         .33          --          .33           10.65
1993 ....................    10.65          .64          (.02)         .66         .70         .19          .89           10.42
1994 ....................    10.42          .79         (1.21)        (.42)        .25         .05          .30            9.70
1/1/95 to 6/30/95 .......     9.70          .32           .57          .89         .62          --          .62            9.97
</TABLE>
    

- ----------------
*    Commencement of operations
+    Some or all expenses have been waived or assumed by the investment  adviser
     from commencement of operations through June 30, 1995.
++   The effect of fees and charges  incurred at the separate  account level are
     not reflected in these performance figures.
(a)  Annualized


                                        4


<PAGE>


<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                      RATIOS/SUPPLEMENTAL DATA
                       -------------------------------------------------------------------------------------------------------------
                                                                                          Ratio to Average Net Assets
                                                         Ratio to Average Net Assets+   Before Expenses Waived or Assumed
                                          Net Assets     ----------------------------   ---------------------------------  Portfolio
                           Total        End of Period                  Net Investment                   Net Investment     Turnover
                         Return++(%)    (in thousands)     Expenses+(%)   Income(%)       Expenses(%)       Income(%)       Rate(%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>              <C>             <C>             <C>              <C>             <C>
Blue Chip          
- ---------          
3/8/90* to 12/31/90 .....    .61(a)        $  3,656           --            2.95(a)         1.92(a)          1.03(a)          15
1991 ....................  26.17             13,142         1.00            1.88            1.55             1.34             21
1992 ....................   6.67             23,765          .79            1.66             .86             1.60             40
1993 ....................   8.51             34,030          .88            1.27             N/A              N/A             37
1994 ....................  (1.45)            41,424          .88            1.49             N/A              N/A             82
1/1/95 to 6/30/95 .......  17.90             52,232          .85(a)         2.10(a)          N/A              N/A             10
Cash Management                                                                                                            
- ---------------                                                                                                            
1990 ....................   7.49              8,203          .39            6.90            1.15             6.15             N/A
1991 ....................   5.71              9,719          .57            5.39             .93             5.03             N/A
1992 ....................   3.02              8,341          .79            2.99             .98             2.81             N/A
1993 ....................   2.70              4,243          .60            2.67            1.05             2.22             N/A
1994 ....................   3.77              3,929          .60            3.69            1.04             3.25             N/A
1/1/95 to 6/30/95 .......   2.73              4,082          .59(a)         5.40(a)         1.04(a)          4.95(a)          N/A
Discovery                                                                                                                  
- ---------                                                                                                                  
1990 ....................  (5.47)               960           --            2.97            2.68              .28            104
1991 ....................  51.73              4,661          .70             .48            1.49             (.31)            93
1992 ....................  15.74             10,527          .91             .02            1.05             (.12)            91
1993 ....................  22.20             21,221          .87            (.03)            N/A              N/A             69
1994 ....................  (2.53)            30,244          .88             .36             N/A              N/A             53
1/1/95 to 6/30/95 .......  15.01             39,099          .85(a)          .62(a)          N/A              N/A             31
Government                                                                                                                 
- ----------                                                                                                                 
1/7/92* to 12/31/92 .....   9.95(a)           5,064          .03(a)         6.64(a)          .89(a)          5.79(a)         301
1993 ....................   6.35              8,234          .35            6.60             .84             6.11            525
1994 ....................  (4.10)             7,878          .35            6.74             .90             6.19            457
1/1/95 to 6/30/95 .......   9.58              9,121          .35(a)         6.98(a)          .91(a)          6.42(a)         106
</TABLE>
    


                                                      5

<PAGE>


<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                              PER SHARE DATA
                         -----------------------------------------------------------------------------------------------------------
                                          Income from Investment Operations    Less Distributions from
                                          ---------------------------------    -----------------------
                                                    Net Realized
                         Net Asset Value   Net     and Unrealized   Total from       Net         Net
                          Beginning of  Investment   Gain(Loss)     Investment    Investment  Realized     Total        Asset Value
                            Period       Income    on Investments   Operations     Income       Gains   Distributions  End of Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>         <C>             <C>           <C>         <C>       <C>             <C>   
Growth                                                                                                                  
- ------                                                                                                                  
1990......................  $13.02        $.16        $(.55)          $(.39)        $.06        $ --      $ .06           $12.57
1991......................   12.57         .17         4.15            4.32          .18          --        .18            16.71
1992......................   16.71         .08         1.41            1.49          .18        1.38       1.56            16.64
1993......................   16.64         .07          .93            1.00          .09         .10        .19            17.45
1994......................   17.45         .09         (.60)           (.51)          --         .21        .21            16.73
1/1/95 to 6/30/95.........   16.73         .09         2.45            2.54          .09         .29        .38            18.89
High Yield                                                                                                              
- ----------                                                                                                              
1990......................   10.71        1.08        (1.79)           (.71)         .83          --        .83             9.17
1991......................    9.17        1.16         1.66            2.82         1.18          --       1.18            10.81
1992......................   10.81        1.11          .21            1.32         1.69          --       1.69            10.44
1993......................   10.44         .96          .88            1.84         1.12          --       1.12            11.16
1994......................   11.16         .87        (1.14)           (.27)         .31          --        .31            10.58
1/1/95 to 6/30/95.........   10.58         .50          .64            1.14          .96          --        .96            10.76
International Securities                                                                                                
- ------------------------                                                                                                
4/16/90* to 12/31/90......   10.00         .03          .34             .37           --          --         --            10.37
1991......................   10.37         .09         1.49            1.58          .03         .05        .08            11.87
1992......................   11.87         .15         (.28)           (.13)         .15         .22        .37            11.37
1993......................   11.37         .10         2.41            2.51          .14          --        .14            13.74
1994......................   13.74         .14         (.32)           (.18)         .05          --        .05            13.51
1/1/95 to 6/30/95.........   13.51         .14          .88            1.02          .12         .25        .37            14.16
Investment Grade                                                                                                        
- ----------------                                                                                                        
1/7/92* to 12/31/92.......   10.00         .43          .44             .87          .34          --        .34            10.53
1993......................   10.53         .65          .49            1.14          .71         .01        .72            10.95
1994......................   10.95         .67        (1.06)           (.39)         .16         .09        .25            10.31
1/1/95 to 6/30/95.........   10.31         .34          .86            1.20          .53          --        .53            10.98
Utilities Income                                                                                                        
- ----------------                                                                                                        
11/15/93* to 12/31/93.....   10.00         .01         (.07)           (.06)          --          --         --             9.94
1994......................    9.94         .24         (.96)           (.72)         .03          --        .03             9.19
1/1/95 to 6/30/95.........    9.19         .14         0.89            1.03          .19          --        .19            10.03
</TABLE>
    

- ----------------
*    Commencement of operations
+    Some or all expenses have been waived or assumed by the investment  adviser
     from commencement of operations through June 30, 1995.
++   The effect of fees and charges  incurred at the separate  account level are
     not reflected in these performance figures.
(a)  Annualized


                                        6

<PAGE>


                                              

<TABLE>
<CAPTION>
   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                      RATIOS/SUPPLEMENTAL DATA
                       -------------------------------------------------------------------------------------------------------------
                                                                                          Ratio to Average Net Assets
                                                         Ratio to Average Net Assets+   Before Expenses Waived or Assumed
                                          Net Assets     ----------------------------   ---------------------------------  Portfolio
                           Total        End of Period                  Net Investment                   Net Investment     Turnover
                         Return++(%)    (in thousands)     Expenses+(%)   Income(%)       Expenses(%)       Income(%)       Rate(%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>             <C>             <C>             <C>              <C>             <C>
Growth                                  
- ------                                  
1990...................... (2.99)           2,366            --            3.03            1.64             1.40             28
1991...................... 34.68            7,743           .69            1.21            1.34              .55            148
1992......................  9.78           16,385           .76             .75            1.20              .30             45
1993......................  6.00           25,658           .91             .43             N/A              N/A             51
1994...................... (2.87)          32,797           .90             .60             N/A              N/A             40
1/1/95 to 6/30/95......... 15.46           41,232           .89(a)         1.09(a)          N/A              N/A             30
High Yield                              
- ----------                              
1990...................... (5.77)          18,331            --           13.21             .91            12.30             35
1991...................... 33.96           23,634           .53           11.95             .89            11.60             40
1992...................... 13.15           24,540           .91           10.48             .96            10.43             84
1993...................... 18.16           30,593           .91            9.49             N/A              N/A             96
1994...................... (1.56)          32,285           .88            9.43             N/A              N/A             50
1/1/95 to 6/30/95......... 11.44           37,132           .85(a)        10.12(a)          N/A              N/A             34
International Securities                
- ------------------------                
4/16/90* to 12/31/90......  5.21(a)         3,946            --             .99(a)         3.43(a)         (2.43)(a)         29
1991...................... 15.24            8,653          1.70             .75            2.27              .18             70
1992...................... (1.13)          12,246          1.03            1.55            1.38             1.20             36
1993...................... 22.17           21,009          1.14             .97             N/A              N/A             37
1994...................... (1.29)          31,308          1.03            1.22             N/A              N/A             36
1/1/95 to 6/30/95.........  7.88           34,358          1.01(a)         2.09(a)          N/A              N/A             20
Investment Grade                        
- ----------------                        
1/7/92* to 12/31/92.......  8.91(a)         4,707           .23(a)         6.16(a)          .93(a)          5.46(a)          72
1993...................... 10.93           10,210           .35            6.32             .85             5.82             64
1994...................... (3.53)          11,602           .37            6.61             .92             6.06             15
1/1/95 to 6/30/95......... 12.04           13,543           .50(a)         6.78(a)          .90(a)          6.38(a)          19
Utilities Income                        
- ----------------                        
11/15/93* to 12/31/93..... (4.66)(a)          494            --            1.46(a)         3.99(a)         (2.52)(a)          0
1994...................... (7.24)           4,720           .17            4.13             .95             3.35             31
1/1/95 to 6/30/95......... 11.29            8,647           .34(a)         4.50(a)          .85(a)          3.99(a)           9
</TABLE>
    


                                        7


<PAGE>


                            Target Maturity 2007 Fund
                        April 25, 1995 to August 31, 1995
                                   (Unaudited)


Per Share Data

Net Asset Value, Beginning of Period ........................      $   10.00
                                                                   ---------

Income from Investment Operations
    Net investment income ...................................            .09
    Net realized and unrealized gain on investments .........            .92
                                                                   ---------

       Total from Investment Operations .....................           1.01
                                                                   ---------

Net Asset Value, End of Period ..............................      $   11.01
                                                                   =========


Total Return++ ..............................................          28.80%(a)

Ratio/Supplemental Data

Net Assets, End of Period (in thousands) ....................      $   5,467

Ratios to Average Net Assets:
    Expenses ................................................             --
    Net Investment Income ...................................           5.39(a)

Ratio to Average Net Assets Before
    Expenses Waived
    Expenses ................................................            .75%(a)
    Net Investment Income ...................................           4.64%(a)

Portfolio Turnover Rate .....................................              5%



+     All expenses  have been waived or assumed by the  investment  adviser from
      commencement of operations through August 31, 1995.
++    The effect of fees and charges  incurred at the separate account level are
      not reflected in these performance figures.
(a)   Annualized


                                        8


<PAGE>


                       INVESTMENT OBJECTIVES AND POLICIES

Blue Chip Fund

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

      The Fund defines Blue Chip companies as those companies that have a market
capitalization of at least $300 million, are dividend paying and are included in
the S&P 500.  Market  capitalization  is the total  market  value of a company's
outstanding common stock. Blue Chip companies are considered to be of relatively
high quality and generally exhibit superior fundamental  characteristics,  which
may  include:   potential  for  consistent   earnings   growth,   a  history  of
profitability and payment of dividends,  leadership position in their industries
and markets,  proprietary  products or services,  experienced  management,  high
return on equity and a strong balance sheet. Blue Chip companies usually exhibit
less investment risk and share price  volatility than smaller,  less established
companies.  Examples of Blue Chip companies are American  Telephone & Telegraph,
General Electric, Pepsico Inc. and Bristol-Myers Squibb.

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

Cash Management Fund

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

      Cash  Management  Fund invests primarily  in (1) high  quality  marketable
securities  issued  or  guaranteed  as to  principal  and  interest  by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances, time deposits  and other short-term  obligations issued by


                                        9


<PAGE>


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

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

      Cash  Management Fund may purchase only  obligations  that (1) the Adviser
determines  present  minimal  credit risks based on  procedures  adopted by Life
Series Fund's Board of Trustees,  and (2) are either (a) rated in one of the top
two rating categories by at least two nationally recognized  statistical ratings
organizations ("NRSROs") (or one, if only one rated the security) or (b) unrated
securities  that the Adviser  determines are of comparable  quality.  Securities
qualify as being in the top rating  category  ("First  Tier  Securities")  if at
least two  NRSROs  (or one,  if only one rated the  security)  have given it the
highest rating.  If only one NRSRO has rated a security,  or it is unrated,  the
acquisition  of that security must be approved or ratified by Life Series Fund's
Board of Trustees. The Fund's purchases of commercial paper are limited to First
Tier  Securities.  The Fund may not invest  more than 5% of its total  assets in
securities   rated  in  the  second  highest  rating   category   ("Second  Tier
Securities").  Investments  in Second  Tier  Securities  of any one  issuer  are
limited to the greater of 1% of the Fund's total assets or $1 million.  The Fund
generally may invest no more than 5% of its total assets in the  securities of a
single issuer (other than securities issued by the U.S. Government, its agencies
or instrumentalities).


                                       10


<PAGE>


Discovery Fund

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

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

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

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

      The Fund may invest up to 10% of its total assets in common  stocks issued
by  foreign  companies  which are  traded on a  recognized  domestic  or foreign
securities  exchange.  In addition to the fundamental  analysis of companies and
their industries which it performs for U.S.  issuers,  the Adviser evaluates the
economic  and  political  climate of the country in which the company is located
and the  principal  securities  markets in which  such  securities  are  traded.
Although the foreign stocks in which the Fund invests are primarily  denominated
in foreign  currencies,  the Fund also may invest in ADRs.  The Adviser does not
attempt to time actively either short-term market trends or short-term  currency
trends in any market.  See  "Foreign  Securities--Risk  Factors"  and  "American
Depository Receipts and Global Depository Receipts."


                                       11


<PAGE>


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

Government Fund

   
      Government  Fund seeks to achieve a  significant  level of current  income
which is consistent with security and liquidity of principal by investing, under
normal  market  conditions,  at  least  65% of its  assets  in  U.S.  Government
Obligations,   including  mortgage-backed   securities.   Securities  issued  or
guaranteed as to principal and interest by the U.S. Government include a variety
of Treasury  securities,  which differ only in their interest rates,  maturities
and times of  issuance.  Although  the payment of interest  and  principal  on a
portfolio  security  may be  guaranteed  by the  U.S.  Government  or one of its
agencies or instrumentalities,  shares of the Fund are not insured or guaranteed
by the U.S. Government or any agency or instrumentality.  The net asset value of
shares of the Fund generally will fluctuate in response to interest rate levels.
When interest rates rise, prices of fixed income securities  generally  decline;
when interest rates decline,  prices of fixed income securities  generally rise.
See "U.S. Government Obligations" and "Debt Securities-Risk Factors," below.

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

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

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


                                       12


<PAGE>


Growth Fund

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

High Yield Fund

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

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

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


                                       13


<PAGE>


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

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

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

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

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

      The dollar  weighted  average  of credit  ratings of all bonds held by the
Fund during the 1994 fiscal  year,  computed  on a monthly  basis,  is set forth
below.  This information  reflects the average  composition of the Fund's assets
during the 1994 fiscal year and is not necessarily representative of the Fund as
of the end of its 1994 fiscal year, the current fiscal year or at any other time
in the future.


                                       14


<PAGE>


                                                         Comparable Quality of
                                                         Unrated Securities to
                          Rated by Moody's              Bonds Rated by Moody's
                          ----------------              ----------------------
        Baa                     1.07%                                  0%
        Ba                     12.74                                1.72
        B                      67.88                                2.31
        Caa                     4.82                                0.98
        Ca                      0.10                                   0
                               -----                                ----
        Total                  86.61%                               5.01%


International Securities Fund

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

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

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

Investment Grade Fund

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



                                       15


<PAGE>


are  deemed  to be of  comparable  quality  by the  Adviser  ("investment  grade
securities").  The  Fund  may  invest  up to 35% of its  total  assets  in  U.S.
Government Obligations,  including mortgage-related securities,  dividend-paying
common  and  preferred  stocks,  obligations  convertible  into  common  stocks,
repurchase  agreements,  debt securities  rated below investment grade and money
market instruments.  The Fund may invest up to 5% of its net assets in corporate
or  government  debt  securities  of  foreign  issuers  which  are  U.S.  dollar
denominated  and  traded in U.S.  markets.  The Fund may also  borrow  money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
The Fund may purchase securities on a when-issued basis, make loans of portfolio
securities and invest in zero coupon or pay-in-kind securities. See "Description
of Certain  Securities,  Other Investment Policies and Risk Factors," below, and
the SAI for additional information concerning these securities.

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

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

Target Maturity 2007 Fund

      Target  Maturity  2007  Fund  seeks to  provide a  predictable  compounded
investment  for investors who hold their Fund shares until the Fund's  maturity,
consistent  with  preservation  of capital.  The Fund will seek its objective by
investing,  under normal market conditions,  at least 65% of its total assets in
zero coupon securities which are issued by the U.S.  Government and its agencies
and instrumentalities or created by third parties using securities issued by the
U.S. Government and its agencies and  instrumentalities.  These investments will
mature no later than December 31, 2007 (the  "Maturity  Date").  On the Maturity
Date,  the Fund will be  converted  to cash and  distributed  or  reinvested  in
another Fund of Life Series Fund at the investor's choice.

      The Fund seeks to provide investors  with a positive  total  return at the
Maturity  Date  which,  together  with the  reinvestment  of all  dividends  and
distributions,  exceeds  their  original  investment in the Fund by a relatively
predictable  amount.  While the risk of fluctuation in the values of zero coupon
securities is greater when the period to maturity is longer,  that risk tends to
diminish as the Maturity Date approaches. Although an investor can redeem shares


                                       16


<PAGE>


at the current net asset value at any time,  any investor who redeems his or her
shares  prior to the Maturity  Date is likely to achieve a different  investment
result than the return that was predicted on the date the  investment  was made,
and may even suffer a significant loss.

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

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

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

   
      The  Fund  may  invest up to 35%  of its  total  assets  in the  following
instruments:  interest-bearing obligations issued by the U.S. Government and its
agencies and instrumentalities  (see "U.S. Government  Obligations"),  including
zero  coupon  securities  maturing  beyond  2007;   corporate  debt  securities,
including  corporate zero coupon securities;  repurchase  agreements;  and money
market instruments consisting of prime commercial paper, certificates of deposit
of domestic branches of U.S. banks and bankers'  acceptances.  The Fund may only
invest in debt  securities  rated A or better by  Moody's  or S&P or in  unrated
securities  that are deemed to be of  comparable  quality by the  Adviser.  Debt
obligations  rated A or  better by  Moody's  or S&P  comprise  what are known as
high-grade  bonds and are regarded as having a strong  capacity to pay principal
and interest.  See Appendix A for a description of corporate  bond ratings.  The
Fund may also  invest in  restricted  and  illiquid  securities,  make  loans of

    


                                       17


<PAGE>


portfolio securities and purchase securities on a when-issued basis. See the SAI
for more information regarding these types of investments.

Utilities Income Fund

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

      The  utility  companies  in which the Fund will invest  include  companies
primarily  engaged in the ownership or operation of  facilities  used to provide
electricity,  gas, water or telecommunications  (including telephone,  telegraph
and  satellite,  but not  companies  engaged  in  public  broadcasting  or cable
television).  For these purposes,  "primarily  engaged" means that (1) more than
50% of the company's  assets are devoted to the ownership or operation of one or
more  facilities  as  described  above,  or (2) more  than 50% of the  company's
operating  revenues are derived from the business or  combination  of any of the
businesses  described  above. It should be noted that based on this  definition,
the Fund may invest in companies which are also involved to a significant degree
in non-public utilities activities.

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

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


                                       18


<PAGE>


retained in cash or cash  equivalents.  See the SAI for a  description  of these
securities.

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

Description of Certain Securities, Other Investment Policies and Risk Factors

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

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

      Certificates  of  Deposit.  Each Fund may invest in bank  certificates  of
deposit ("CDs").  The FDIC is an agency of the U.S. Government which insures the
deposits of certain banks and savings and loan  associations  up to $100,000 per
deposit.  The  interest  on such  deposits  may not be  insured if this limit is
exceeded.  Current Federal  regulations  also permit such  institutions to issue
insured  negotiable  CDs in amounts of $100,000 or more,  without  regard to the
interest  rate  ceilings  on other  deposits.  To remain  fully  insured,  these
investments  currently  must be limited to $100,000  per insured bank or savings
and loan association.

      Commercial  Paper.  Commercial  paper  is a promissory  note  issued  by a
corporation to finance  short-term credit needs which may either be unsecured or
backed by a letter of credit. Commercial paper includes notes, drafts or similar
instruments payable on  demand or having a  maturity at the time of issuance not


                                       19


<PAGE>


exceeding nine months,  exclusive of days of grace or any renewal  thereof.  See
Appendix A to the SAI for a description of commercial paper ratings.

      Convertible Securities. A convertible security is a bond, debenture, note,
preferred  stock or other security that may be converted into or exchanged for a
prescribed  amount of common  stock of the same or a different  issuer  within a
particular  period  of time at a  specified  price  or  formula.  A  convertible
security  entitles  the  holder to receive  interest  paid or accrued on debt or
dividends paid on preferred stock until the convertible  security  matures or is
redeemed, converted or exchanged.  Convertible securities have unique investment
characteristics  in that they  generally  (1) have  higher  yields  than  common
stocks,  but lower yields than comparable  non-convertible  securities,  (2) are
less subject to fluctuation in value than the underlying stock because they have
fixed  income  characteristics,  and  (3)  provide  the  potential  for  capital
appreciation if the market price of the underlying  common stock increases.  See
the SAI for more information on convertible securities.

      Debt  Securities--Risk  Factors.  The market value of debt  securities  is
influenced  primarily by changes in the level of interest rates.  Generally,  as
interest rates rise, the market value of debt securities decreases.  Conversely,
as interest rates fall, the market value of debt securities  increases.  Factors
which  could  result in a rise in interest  rates,  and a decrease in the market
value  of debt  securities,  include  an  increase  in  inflation  or  inflation
expectations,  an increase in the rate of U.S.  economic growth, an expansion in
the Federal budget  deficit or an increase in the price of  commodities  such as
oil.  In  addition,  the  market  value  of debt  securities  is  influenced  by
perceptions of the credit risks  associated with such  securities.  Sale of debt
securities  prior to maturity may result in a loss and the  inability to replace
the sold securities with debt securities with a similar yield.  Debt obligations
rated  lower than Baa by Moody's or BBB by S&P,  commonly  referred  to as "junk
bonds," are speculative and generally involve a higher risk of loss of principal
and  income  than  higher-rated  securities.  See "High  Yield  Securities--Risk
Factors" and Appendix A for a description of corporate bond ratings.

      Deep  Discount  Securities.  High  Yield  Fund may invest up to 15% of its
total  assets in  securities  of companies  that are  financially  troubled,  in
default or undergoing bankruptcy or reorganization.  Such securities are usually
available at a deep  discount  from the face value of the  instrument.  The Fund
will invest in Deep  Discount  Securities  when the Adviser  believes that there
exist  factors  that are likely to restore  the  company to a healthy  financial
condition.  Such factors include a restructuring  of debt,  management  changes,
existence of adequate assets or other unusual  circumstances.  Debt  instruments
purchased at deep discounts may pay very high effective yields. In addition,  if
the financial  condition of the issuer  improves,  the  underlying  value of the
security may increase,  resulting in a capital gain. If the company  defaults on
its  obligations  or remains in  default,  or if the plan of  reorganization  is
insufficient  for  debtholders,  the Deep  Discount  Securities  may stop paying
interest  and lose value or become  worthless.  The  Adviser  will  balance  the
benefits of Deep  Discount  Securities  with their  risks.  While a  diversified
portfolio may reduce the overall  impact of a Deep Discount  Security that is in
default or loses its  value,  the risk  cannot be  eliminated.  See "High  Yield
Securities--Risk Factors."

      Eurodollar  Certificates  of Deposit.  Cash  Management Fund may invest in
Eurodollar  CDs,  which are issued by London  branches  of  domestic  or foreign
banks.  Such securities  involve risks that differ from  certificates of deposit
issued by domestic branches of U.S. banks.  These risks include future political
and economic developments, the possible imposition of United Kingdom withholding
taxes on interest income payable on the securities,  the possible  establishment



                                       20


<PAGE>


of  exchange  controls,  the  possible  seizure  or  nationalization  of foreign
deposits or the adoption of other foreign  governmental  restrictions that might
adversely affect the payment of principal and interest on such securities.

      Foreign  Securities--Risk  Factors.  International Securities Fund, Growth
Fund and Discovery Fund may sell a security  denominated  in a foreign  currency
and retain the  proceeds  in that  foreign  currency to use at a future date (to
purchase  other  securities  denominated  in that  currency)  or a Fund  may buy
foreign  currency  outright to purchase  securities  denominated in that foreign
currency at a future date. Because a Fund does not intend to hedge their foreign
investments,   the  Fund  will  be  affected  by  changes  in  exchange  control
regulations  and  fluctuations  in the  relative  rates of exchange  between the
currencies  of  different  nations,   as  well  as  by  economic  and  political
developments.  Other risks involved in foreign securities include the following:
there  may be  less  publicly  available  information  about  foreign  companies
comparable to the reports and ratings that are published  about companies in the
United  States;   foreign   companies  are  not  generally  subject  to  uniform
accounting,   auditing  and  financial   reporting  standards  and  requirements
comparable  to those  applicable to U.S.  companies;  some foreign stock markets
have substantially less volume than U.S. markets, and securities of some foreign
companies are less liquid and more volatile than  securities of comparable  U.S.
companies;  there may be less  government  supervision and regulation of foreign
stock  exchanges,  brokers and listed companies than exist in the United States;
and there may be the  possibility of  expropriation  or  confiscatory  taxation,
political or social  instability or diplomatic  developments  which could affect
assets of a Fund held in foreign countries.

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

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

           Effect of Interest Rate and Economic  Changes.  High Yield Securities
rated  lower than Baa by Moody's or BBB by S&P,  commonly  referred  to as "junk
bonds" are speculative and generally  involve a higher risk or loss of principal
and income than  higher-rated  securities.  The prices of High Yield  Securities
tend  to  be  less   sensitive  to  interest  rate  changes  than   higher-rated
investments, but may be more sensitive to adverse economic changes or individual
corporate  developments.  Periods of economic  uncertainty and changes generally
result in  increased  volatility  in the market  prices and yields of High Yield
Securities and thus in a Fund's net asset value. A strong economic downturn or a
substantial period of rising interest rates could severely affect the market for
High Yield Securities. In these circumstances,  highly leveraged companies might
have greater  difficulty  in making  principal  and interest  payments,  meeting
projected business goals, and obtaining additional financing.  Thus, there could
be a higher incidence of default. This would affect the value of such securities
and thus a Fund's net asset value. Further, if the issuer of a security owned by
a Fund defaults, that Fund might incur additional expenses to seek recovery.


                                       21


<PAGE>


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

   
           The High Yield  Securities  Market.  The market for below  investment
grade bonds  expanded  rapidly in the 1980's,  and its growth  paralleled a long
economic  expansion.  During that period,  the yields on below  investment grade
bonds were very high. Such higher yields did not reflect the value of the income
stream that holders of such bonds expected,  but rather the risk that holders of
such bonds  could lose a  substantial  portion of their value as a result of the
issuers' financial restructuring or default. In fact, from 1989 to 1991 during a
period of economic  recession,  the percentage of lower quality  securities that
defaulted rose significantly,  although the default rate decreased in subsequent
years.  There can be no  assurance  that such  declines in the below  investment
grade  market  will not  reoccur.  The market for below  investment  grade bonds
generally is thinner and less active than that for higher quality  bonds,  which
may limit a Fund's ability to sell such  securities at fair value in response to
changes in the economy or the financial markets.  Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the
values and  liquidity of lower rated  securities,  especially in a thinly traded
market.
    

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

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


                                       22


<PAGE>


trades at favorable prices during unsettled market conditions.

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

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

   
      Mortgage-Backed Securities

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

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

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


                                       23


<PAGE>


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

   
      Risks  of  Mortgage-Backed  Securities.   Investments  in  mortgage-backed
securities  entail both market and prepayment risk.  Fixed-rate  mortgage-backed
securities  are priced to reflect,  among other  things,  current and  perceived
interest rate conditions. As conditions change, market values will fluctuate. In
addition, the mortgages underlying  mortgage-backed  securities generally may be
prepaid in whole or in part at the option of the individual  buyer.  Prepayments
of the underlying  mortgages can affect the yield to maturity on mortgage-backed
securities  and, if interest rates decline,  the prepayment may only be invested
at the then  prevailing  lower  interest  rate.  Changes  in market  conditions,
particularly during periods of rapid or unanticipated changes in market interest
rates,  may result in  volatility  and reduced  liquidity of the market value of
certain  mortgage-backed  securities.  CMOs  and  SMBS  involve  similar  risks,
although they may be more volatile. In addition, because SMBS were only recently
introduced,  established  trading  markets  for  these  securities  have not yet
developed,  although the securities are traded among institutional investors and
investment banking firms.
    

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

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

       Under  current  guidelines  of the  staff of the  SEC, interest-only  and
principal-only  classes  of  fixed-rate   mortgage-backed  securities  in  which
Government  Fund may invest are considered  illiquid.  However,  such securities
issued by the U.S. Government or one of its agencies or  instrumentalities  will
not be considered  illiquid if the Adviser has  determined  that they are liquid
pursuant to  guidelines  established  by Life Series  Fund's  Board of Trustees.
Government  Fund may  not be able  to sell illiquid  securities when the Adviser


                                       24


<PAGE>


considers it desirable to do so or may have to sell such  securities  at a price
lower than could be obtained if they were more liquid. Also the sale of illiquid
securities  may require more time and may result in higher dealer  discounts and
other selling  expenses than does the sale of securities  that are not illiquid.
Illiquid  securities may be more difficult to value due to the unavailability of
reliable  market  quotations  for such  securities,  and  investment in illiquid
securities may have an adverse impact on net asset value.

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

      U.S.  Government  Obligations.  Securities  issued  or  guaranteed  as  to
principal  and  interest  by the  U.S.  Government  include  (1)  U.S.  Treasury
obligations  which differ only in their interest rates,  maturities and times of
issuance as follows:  U.S. Treasury bills (maturities of one year or less), U.S.
Treasury  notes  (maturities  of one to ten  years),  and  U.S.  Treasury  bonds
(generally  maturities of greater than ten years); and (2) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities  that are backed by
the full faith and credit of the United States, such as securities issued by the
Federal  Housing  Administration,  GNMA,  the  Department  of Housing  and Urban
Development, the Export-Import Bank, the General Services Administration and the
Maritime  Administration  and  certain  securities  issued by the  Farmers  Home
Administration and the Small Business Administration. The range of maturities of
U.S. Government Obligations is usually three months to thirty years.

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

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

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


                                       25


<PAGE>


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

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

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

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

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

      Zero  coupon  securities  can be  sold  prior  to  their  due  date in the
secondary market at their then prevailing market value,  which depends primarily
on the time remaining to maturity,  prevailing  levels of interest rates and the
perceived credit quality of the issuer.  The prevailing market value may be more


                                       26


<PAGE>


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

   
      Portfolio Turnover.  The decline in interest rates in 1993 and 1994 had an
impact  on the  mortgage-backed  securities  market,  where  a large  volume  of
prepayments of mortgages occurred. As a result of these prepayments, among other
things,   Government   Fund   liquidated   many  of  its  positions  in  premium
mortgage-backed  securities.  This resulted in a portfolio turnover rate for the
fiscal years ended 1993 and 1994 of 525% and 457%, respectively.  A high rate of
portfolio turnover generally leads to increased transaction costs and may result
in a greater  number of  taxable  transactions.  See  "Allocation  of  Portfolio
Brokerage" in the SAI. The Target  Maturity 2007 Fund  currently does not expect
its annual rate of portfolio  turnover to exceed 100%. See the SAI for the other
Funds' portfolio turnover rate and for more information on portfolio turnover.
    

                                HOW TO BUY SHARES

      Investments  in a Fund are made  through  purchases of the Policies or the
Contracts  offered by First  Investors  Life.  Policy  premiums,  net of certain
expenses,  are paid into a unit investment  trust,  Separate Account B. Purchase
payments for the Contracts,  net of certain expenses,  are also paid into a unit
investment trust,  Separate Account C. The Separate Accounts pool these proceeds
to  purchase  shares of a Fund  designated  by  purchasers  of the  Policies  or
Contracts. Orders for the purchase of Fund shares received prior to the close of
regular  trading on the New York Stock  Exchange  ("NYSE"),  generally 4:00 P.M.
(New York City time), on any business day the NYSE is open for trading,  will be
processed and shares will be purchased at the net asset value  determined at the
close of regular  trading  on the NYSE on that day.  Orders  received  after the
close of regular  trading on the NYSE will be  processed  at the net asset value
determined at the close of regular  trading on the NYSE on the next trading day.
See "Determination of Net Asset Value."

                              HOW TO REDEEM SHARES

      Shares  of a Fund may be  redeemed  at the  direction  of Policyowners  or
Contractowners,  in  accordance  with the terms of the  Policies  or  Contracts.
Redemptions  will  be  made  at the  next  determined  net  asset  value  of the
respective  Fund upon receipt of a proper  request for redemption or repurchase.
Payment  will be made by check as soon as possible  but within  seven days after
presentation.  However,  Life Series  Fund's  Board of Trustees  may suspend the
right of redemption  or postpone the date of payment  during any period when (a)
trading on the NYSE is restricted as determined by the  Securities  and Exchange
Commission  ("SEC") or the NYSE is closed for other than  weekends and holidays,
(b) the SEC has by order  permitted  such  suspension,  or (c) an emergency,  as



                                       27


<PAGE>


defined by rules of the SEC,  exists  during which time the sale or valuation of
portfolio securities held by a Fund is not reasonably practicable.

                                   MANAGEMENT

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

      Adviser.  First Investors Management Company,  Inc. supervises and manages
each Fund's  investments,  supervises all aspects of each Fund's operations and,
except for International Securities Fund and Growth Fund, determines each Fund's
portfolio transactions. The Adviser is a New York corporation located at 95 Wall
Street, New York, NY 10005. First Investors  Consolidated  Corporation  ("FICC")
owns all of the voting  common  stock of the Adviser and all of the  outstanding
stock of First Investors  Corporation and the Transfer Agent.  Mr. Glenn O. Head
(or members of his family) and Mrs. Julie W. Grayson (as executrix of the estate
of her deceased  husband,  David D.  Grayson)  each control more than 25% of the
voting stock of FICC and, therefore, jointly control the Adviser.

      As compensation for its services,  the Adviser receives an annual fee from
each Fund,  which is payable  monthly.  For the fiscal year ended  December  31,
1994,  the advisory fees were 0.75% of average daily net assets for each of Blue
Chip Fund,  Discovery  Fund,  Growth  Fund,  High  Yield Fund and  International
Securities Fund, 0.35% of average daily net assets,  net of waiver,  for each of
Government  Fund and Investment  Grade Fund,  0.31% of average daily net assets,
net of waiver,  for Cash Management Fund and 0.17% average daily net assets, net
of waiver,  for Utilities  Income Fund. As  compensation  for its services,  the
Adviser  receives a fee from Target  Maturity  2007 Fund at the rate of 0.75% of
the average daily net assets of that Fund.

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

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

   
      WMC,  located at 75 State Street,  Boston,  MA 02109,  is a  Massachusetts
general  partnership  of which Robert W. Doran,  Duncan M. McFarland and John B.
Neff are Managing  Partners.  WMC is a professional  investment  counseling firm
which provides  investment  services to investment  companies,  employee benefit
plans, endowment funds,  foundations and other institutions and individuals.  As
of June 30,  1995,  WMC held  investment  management  authority  with respect to
approximately  $96.0 billion of assets. Of that amount,  WMC acted as investment

    


                                       28


<PAGE>


   
adviser or subadviser to approximately  110 registered  investment  companies or
series of such companies,  with net assets of approximately  $67.2 billion as of
June 30, 1995. WMC is not affiliated with the Adviser or any of its affiliates.
    

      Portfolio  Managers.  Patricia D. Poitra,  Director of Equities,  has been
primarily  responsible for the day-to-day management of the Blue Chip Fund since
October 1994 and Discovery  Fund since 1988. Ms. Poitra is assisted by a team of
portfolio  analysts.  Ms. Poitra has been  responsible for the management of the
Special  Situations  Series,  the Blue Chip  Fund and the  small  capitalization
equity  portion of Total Return  Series,  all series of First  Investors  Series
Fund. Ms. Poitra also is responsible for the management of the Blue Chip Fund of
Executive  Investors  Trust and the Made In The U.S.A.  Fund of First  Investors
Series Fund II, Inc. Ms. Poitra joined FIMCO in 1985 as a Senior Equity Analyst.

      George V.  Ganter  has been  Portfolio  Manager  for High Yield Fund since
1989.  Mr. Ganter joined FIMCO in 1985 as a Senior  Analyst.  In 1986, he became
Portfolio Manager for First Investors Special Bond Fund, Inc. In 1989, he became
Portfolio  Manager for First  Investors  High Yield  Fund,  Inc.  and  Executive
Investors High Yield Fund.

      Margaret R. Haggerty is Portfolio  Manager for Utilities  Income Fund. Ms.
Haggerty joined FIMCO in 1990 as an analyst for several First  Investors  equity
funds.  In addition,  she  monitored the  management of several First  Investors
funds for which WMC was the  subadviser.  In early  1993,  she became  Portfolio
Manager for First Investors Utilities Income Fund of First Investors Series Fund
II, Inc.

      Nancy Jones has been Portfolio Manager for Investment Grade Fund since its
inception in 1992 and Cash Management Fund since 1989. Ms. Jones joined FIMCO in
1983 as Director of Research in the High Yield  Department.  In 1989, she became
Portfolio  Manager for First Investors Fund For Income,  Inc. Ms. Jones has been
Portfolio Manager for Investment Grade Fund of First Investors Series Fund since
its  inception  in 1991 and has managed the fixed  income  corporate  securities
portion of Total Return Series of First Investors Series Fund since 1992.

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

      Since April 1995,  John Tomasulo has been  primarily  responsible  for the
day-to-day  management of the Government Fund and the Target Maturity 2007 Fund.
Mr.  Tomasulo is also  responsible  for the  management  of the First  Investors
Government Fund, Inc. and for the U.S. Government and mortgage-backed securities
portion of the Total Return  Series of First  Investors  Series  Fund.  Prior to
joining FIMCO,  Mr. Tomasulo was affiliated with Seligman & Co. since 1987 where
he assisted in the management of a U.S.  government fund and individual accounts
and had primary responsibility for three money market funds.

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


                                       29


<PAGE>


                        DETERMINATION OF NET ASSET VALUE

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

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

                        DIVIDENDS AND OTHER DISTRIBUTIONS

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

                                      TAXES

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

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


                                       30


<PAGE>


      Each Fund intends to comply with the diversification  requirements imposed
by  section  817(h)  of  the  Code  and  the   regulations   thereunder.   These
requirements,  which are in addition to the diversification requirements imposed
on the Fund by the Investment Company Act of 1940, as amended,  and Subchapter M
of the Code, place certain  limitations on the assets of Separate Accounts B and
C -- and of a Fund,  because  section  817(h)  and those  regulations  treat the
assets of a Fund as assets of Separate  Accounts B and C -- that may be invested
in securities of a single issuer.  Specifically,  the regulations  provide that,
except as permitted by the "safe harbor"  described below, as of the end of each
calendar  quarter  (or within 30 days  thereafter)  no more than 55% of a Fund's
total assets may be represented by any one  investment,  no more than 70% by any
two investments,  no more than 80% by any three investments and no more than 90%
by any four investments. For this purpose, all securities of the same issuer are
considered  a single  investment,  and while  each U.S.  Government  agency  and
instrumentality is considered a separate issuer, a particular foreign government
and its agencies,  instrumentalities  and political  subdivisions are considered
the same issuer.  Section  817(h)  provides,  as a safe harbor,  that a separate
account will be treated as being adequately  diversified if the  diversification
requirements  under Subchapter M are satisfied and no more than 55% of the value
of the account's total assets are cash and cash items, government securities and
securities  of other  RICs.  Failure of a Fund to  satisfy  the  section  817(h)
requirements  would result in taxation of First  Investors Life and treatment of
the  Contract  holders  and   Policyowners   other  than  as  described  in  the
Prospectuses of Separate Accounts B and C.

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

                               GENERAL INFORMATION

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

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

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

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


                                       31


<PAGE>


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

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


                                   APPENDIX A
                      DESCRIPTION OF CORPORATE BOND RATINGS

   
STANDARD & POOR'S
    

      The ratings are based on current  information  furnished  by the issuer or
obtained by S&P from other sources it considers  reliable.  S&P does not perform
any audit in connection with any rating and may, on occasion,  rely on unaudited
financial information.  The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information,  or based on other
circumstances.

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

     1.   Likelihood of  default-capacity  and  willingness of the obligor
          as  to  the  timely   payment  of  interest  and   repayment  of
          principal  in accordance with the terms of the obligation;

     2.   Nature of and provisions of the obligation;

     3.   Protection afforded by, and relative position of, the obligation
          in the event of bankruptcy, reorganization, or other arrangement
          under the laws of bankruptcy and other laws affecting creditors'
          rights.

      AAA Debt rated "AAA" has the highest rating  assigned by S&P.  Capacity to
pay interest and repay principal is extremely strong.

      AA Debt rated "AA" has a very strong  capacity to pay  interest  and repay
principal and differs from the higher rated issues only in small degree.

      A Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

      BBB Debt rated "BBB" is  regarded  as having an  adequate  capacity to pay
interest and repay principal.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.


                                       32


<PAGE>


      BB, B, CCC,  CC, C Debt rated "BB," "B," "CCC," "CC" and "C" is  regarded,
on  balance,  as  predominantly  speculative  with  respect to  capacity  to pay
interest and repay principal. "BB" indicates the least degree of speculation and
"C" the highest.  While such debt will likely have some  quality and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

      BB Debt rated "BB" has less near-term  vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest and principal  payments.  The "BB"
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied "BBB-" rating.

      B Debt rated "B" has a greater  vulnerability to default but currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

      CCC Debt rated "CCC" has a currently identifiable vulnerability to default
and is dependent upon favorable business,  financial, and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

      CC The rating "CC"  typically  is applied to debt  subordinated  to senior
debt that is assigned an actual or implied "CCC" rating.

      C The rating "C" typically is applied to debt  subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy  petition has been filed,  but debt
service payments are continued.

      CI The rating  "CI" is reserved  for income  bonds on which no interest is
being paid.

      D Debt rated "D" is in payment  default.  The "D" rating  category is used
when interest  payments or principal  payments are not made on the date due even
if the  applicable  grace period has not expired,  unless S&P believes that such
payments will be made during such grace period. The "D" rating also will be used
upon  the  filing  of  a  bankruptcy  petition  if  debt  service  payments  are
jeopardized.

      Plus (+) or Minus (-):  The ratings  from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative  standing within the major
categories.


   
MOODY'S INVESTORS SERVICE, INC.
    

     Aaa Bonds which are rated "Aaa" are judged to be of the best quality.  They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edged." Interest payments are protected by a large or exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the

                                       33


<PAGE>


fundamentally strong position of such issues.

      Aa Bonds  which are rated  "Aa" are  judged to be of high  quality  by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa  securities,  fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risk appear somewhat greater than the Aaa securities.

      A Bonds which are rated "A" possess many favorable  investment  attributes
and are to be  considered  as  upper-medium-grade  obligations.  Factors  giving
security to principal and interest are considered adequate,  but elements may be
present which suggest a susceptibility to impairment some time in the future.

      Baa Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal  security appear adequate for the present,  but certain protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

      Ba Bonds  which are rated  "Ba" are judged to have  speculative  elements;
their future  cannot be  considered  as  well-assured.  Often the  protection of
interest  and  principal  payments  may be very  moderate,  and thereby not well
safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

      B  Bonds  which  are  rated  "B"  generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

      Caa Bonds which are rated "Caa" are of poor  standing.  Such issues may be
in default or there may be present  elements of danger with respect to principal
or interest.

      Ca Bonds which are rated "Ca" represent  obligations which are speculative
in a high  degree.  Such  issues  are  often in  default  or have  other  marked
shortcomings.

      C Bonds  which are  rated "C" are the  lowest  rated  class of bonds,  and
issues so rated can be  regarded  as having  extremely  poor  prospects  of ever
attaining any real investment standing.

      Moody's  applies  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.


                                       34


<PAGE>


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

Financial Highlights ......................................................    4
Investment Objectives and Policies ........................................    9
How to Buy Shares .........................................................   27
How to Redeem Shares ......................................................   27
Management ................................................................   28
Determination of Net Asset Value ..........................................   30
Dividends and Other Distributions .........................................   30
Taxes .....................................................................   30
General Information .......................................................   31
Appendix A ................................................................   32



Investment Adviser                                Custodians
First Investors Management                        The Bank of New York
  Company, Inc.                                   48 Wall Street
95 Wall Street                                    New York, NY  10286
New York, NY  10005
                                                  Brown Brothers
Subadviser                                           Harriman & Co.
Wellington Management                             40 Water Street
  Company                                         Boston, MA  02109
75 State Street
Boston, MA  02109                                 Auditors
                                                  Tait, Weller & Baker
Transfer Agent                                    Two Penn Center Plaza
Administrative Data                               Philadelphia, PA  19102-1707
  Management Corp.
581 Main Street                                   Legal Counsel
Woodbridge, NJ  07095-1198                        Kirkpatrick & Lockhart LLP
                                                  1800 M Street, N.W.
                                                  Washington, D.C.  20036








No  dealer,  salesman  or any  other  person  has  been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus  or the Statement of  Additional  Information,  and if given or made,
such  information  and  representation  must not be relied  upon as having  been
authorized  by the  Fund or any  affiliate  thereof.  This  Prospectus  does not
constitute  an  offer  to sell or a  solicitation  of an offer to buy any of the
shares  offered hereby in any state to any person to whom it is unlawful to make
such offer in such state.


<PAGE>

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




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