FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
497, 1997-04-29
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FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C

INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST INVESTORS LIFE INSURANCE COMPANY

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


      This Prospectus describes the Variable Annuity Contracts (the "Contracts")
offered by First Investors Life Insurance Company ("First Investors Life").  The
Contracts are designed for individual investors who desire to accumulate capital
on a  tax-deferred  basis  for  retirement  or  other  long-term  purposes.  The
Contracts may be purchased on a  nonqualified  basis.  The Contracts may also be
purchased through (1) qualified individual retirement accounts and (2) qualified
corporate employee pension and  profit-sharing  plans. The Contracts offered are
flexible premium deferred variable annuity contracts ("Deferred Variable Annuity
Contracts") under which annuity payments will begin on a selected future date. A
PENALTY MAY BE ASSESSED ON EARLY  WITHDRAWALS (SEE "FEDERAL INCOME TAX STATUS").
THE  CONTRACTS   CONTAIN  A  10-DAY  REVOCATION  RIGHT  (SEE  "VARIABLE  ANNUITY
CONTRACTS--TEN-DAY   REVOCATION   RIGHT").   The   Contracts   provide  for  the
accumulation of values on a variable basis.  Payment of annuity benefits will be
on a variable basis, unless a fixed basis or a combination of variable and fixed
bases is selected by the Contractowner. Unless otherwise stated, this Prospectus
describes  only the variable  aspects of the  Contracts.  The Contracts  contain
information on the fixed aspects.


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


      This Prospectus sets forth the information about Separate Account C that a
prospective  investor should know before investing and should be kept for future
reference. A Statement of Additional Information, dated April 30, 1997, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference  in its  entirety.  (See page 23 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.  Additional information
about  Separate  Account  C has been  filed  with the  Securities  and  Exchange
Commission.


             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                    BY THE SECURITIES AND EXCHANGE COMMISSION
            OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
         OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
             ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.
           THIS PROSPECTUS IS VALID ONLY WHEN ATTACHED TO THE CURRENT
                 PROSPECTUS OF FIRST INVESTORS LIFE SERIES FUND.


                  The date of this Prospectus is April 30, 1997



<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 and other  segregated  investment  accounts of
First Investors Life.


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

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

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

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


      VALUATION DATE - Any date on which the New York Stock Exchange ("NYSE") is
open for regular  trading.  Each  Valuation Date ends as of the close of regular
trading on the NYSE  (normally  4:00 P.M.,  Eastern  Time).  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.

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

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



                                       2
<PAGE>

                                    FEE TABLE

      The  following   table  has  been  prepared  to  assist  the  investor  in
understanding  the various costs and expenses a  Contractowner  will directly or
indirectly  bear. The table reflects  expenses of Separate  Account C as well as
the series (each a "Fund" and collectively "Funds") of the Life Series Fund. The
Fee Table reflects expenses expected to be incurred in 1997.

CONTRACTOWNER TRANSACTION EXPENSES

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

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

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

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


FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)
                                                                    TOTAL FUND
                                     MANAGEMENT         OTHER       OPERATING
                                        FEES(1)      EXPENSES(2)    EXPENSES(3)
Blue Chip Fund...................      0.75%           0.09%         0.84%
Cash Management Fund.............      0.60+           0.10+         0.70+
Discovery Fund...................      0.75            0.10          0.85
Government Fund..................      0.60+           -0-+          0.60+
Growth Fund......................      0.75            0.10          0.85
High Yield Fund..................      0.75            0.10          0.85
International Securities Fund....      0.75            0.37          1.12
Investment Grade Fund............      0.60+           -0-+          0.60+
Target Maturity 2007 Fund........      0.60+           -0-+          0.60+
Target Maturity 2010 Fund........      0.60+           -0-+          0.60+
Utilities Income Fund............      0.60+           0.11          0.71+

+  Net of waiver and/or reimbursement

(1)     For the  fiscal  year  ended  December  31,  1996,  the  Adviser  waived
        Management Fees in excess of 0.60% for Cash Management Fund,  Government
        Fund,  Investment Grade Fund, Target Maturity 2007 Fund, Target Maturity
        2010 Fund and Utilities Income Fund. Absent the waiver,  Management Fees
        would have been 0.75% for each of these Funds. The Adviser will continue
        to waive such fees for a minimum period ending December 31, 1997.

(2)     Other Expenses have been restated for Cash Management Fund and Utilities
        Income Fund to reflect  current  expenses.  The Adviser  will  reimburse
        Government Fund,  Investment  Grade Fund,  Target Maturity 2007 Fund and
        Target  Maturity  2010 Fund for all Other  Expenses and Cash  Management
        Fund for Other  Expenses in excess of 0.10% for a minimum  period ending
        December 31, 1997.  Otherwise,  other Expenses would have been 0.36% for
        Cash Management  Fund,  0.19% for Government  Fund, 0.13% for Investment
        Grade Fund, and 0.07% Target  Maturity 2007 Fund and are estimated to be
        0.23% for Target Maturity 2010 Fund.



                                       3
<PAGE>


(3)   If certain fees and  expenses  were not waived or  reimbursed,  Total Fund
      Operating  Expenses would have been 1.11% for Cash Management  Fund, 0.94%
      for Government  Fund,  0.88% for Investment  Grade Fund,  0.82% for Target
      Maturity 2007 Fund,  0.86% for Utilities  Income Fund and are estimated to
      be  0.91%  for  Target   Maturity  2010  Fund.   Each  Fund,   other  than
      International  Securities Fund, has an expense offset arrangement that may
      reduce the Fund's  custodian fee based on the amount of cash maintained by
      the Fund with its  custodian.  Any such fee  reductions  are not reflected
      under Total Fund Operating Expenses.


      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  Variable 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 Fund.................   $87         $124          $163        $271
Cash Management Fund...........    86          120           156         267
Discovery Fund.................    87          124           163         272
Government Fund................    85          117           151         247
Growth Fund....................    87          124           163         272
High Yield Fund................    87          124           163         272
International Securities Fund..    81          127           127         197
Investment Grade Fund..........    85          117           151         247
Target Maturity 2007 Fund......    85          117           151         247
Target Maturity 2010 Fund......    85          117           N/A         N/A
Utilities Income Fund..........    86          120           156         258

      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.



                                       4
<PAGE>

                         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
                                             December 31, 1995           19.71773603       2,413,509.3
                                             December 31, 1996           23.72148089       3,116,839.9

Cash Management Subaccount................   December 31, 1990           10.07542807         571,856.9
                                             December 31, 1991           10.52748985         571,891.0
                                             December 31, 1992           10.73770189         437,185.0
                                             December 31, 1993           10.91847727         253,743.1
                                             December 31, 1994           11.21833852         235,919.5
                                             December 31, 1995           11.71983145         252,407.7
                                             December 31, 1996           12.18484038         246,553.2

Discovery Subaccount......................   December 31, 1990           10.91349031           8,362.1
                                             December 31, 1991           16.53848277         130,585.7
                                             December 31, 1992           18.93150000         307,107.8
                                             December 31, 1993           22.89932001         563,070.0
                                             December 31, 1994           22.07727850         867,303.8
                                             December 31, 1995           27.37355380       1,203,507.8
                                             December 31, 1996           30.48354883       1,523,777.2

Government Subaccount.....................   December 31, 1992           10.87670909         437,095.3
                                             December 31, 1993           11.44920392         674,512.1
                                             December 31, 1994           10.85941183         672,797.1
                                             December 31, 1995           12.43183229         705,348.4
                                             December 31, 1996           12.74903390         643,378.3

Growth Subaccount.........................   December 31, 1990           10.75804081          24,176.8
                                             December 31, 1991           14.34498476         204,821.5
                                             December 31, 1992           15.59155937         567,241.7
                                             December 31, 1993           16.35977780         958,529.1
                                             December 31, 1994           15.73131059       1,347,003.7
                                             December 31, 1995           19.48689883        1,729,637.
                                             December 31, 1996           24.01011967       2,241,867.6
</TABLE>



                                       5
<PAGE>

<TABLE>

<CAPTION>
                                                                                             NUMBER OF
                                                                        ACCUMULATION       ACCUMULATION
     SUBACCOUNT                                    AS OF                UNIT VALUE($)          UNITS
<S>                                          <C>                        <C>                <C>
High Yield Subaccount.....................   December 31, 1990           10.00101048          69,585.9
                                             December 31, 1991           13.25243640         220,366.3
                                             December 31, 1992           14.86894995         279,777.4
                                             December 31, 1993           17.38280181         391,036.8
                                             December 31, 1994           16.93482626         513,297.7
                                             December 31, 1995           20.09026188         671,849.9
                                             December 31, 1996           22.38760536         799,626.6

International Securities Subaccount.......   December 31, 1990           10.26630533         118,091.2
                                             December 31, 1991           11.73276972         269,273.6
                                             December 31, 1992           11.46589494         463,523.6
                                             December 31, 1993           13.86795475         792,294.1
                                             December 31, 1994           13.55233761       1,383,676.5
                                             December 31, 1995           15.92618862       1,502,998.2
                                             December 31, 1996           18.16949900       1,956,014.4

Investment Grade Subaccount...............   December 31, 1992           10.77845214         395,839.5
                                             December 31, 1993           11.82065978         784,651.0
                                             December 31, 1994           11.28602521         923,445.3
                                             December 31, 1995           13.37384783       1,076,644.3
                                             December 31, 1996           13.61638687       1,050,200.1

Target Maturity 2007 Subaccount...........   December 31, 1995           11.90553994         775,738.1
                                             December 31, 1996           11.53266965       1,252,102.1

Target Maturity 2010 Subaccount              December 31, 1996           10.81913243         170,708.7

Utilities Income Subaccount...............   December 31, 1993            9.92774964          45,091.7
                                             December 31, 1994            9.11659215         473,447.1
                                             December 31, 1995           11.75759954       1,129,455.9
                                             December 31, 1996           12.75464824       1,689,626.3
</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 the  Utilities  Income  Subaccount  was set on
   November 16, 1993. The  accumulation  unit value for the Target Maturity 2007
   Subaccount  was set on April 24, 1995.  The  accumulation  unit value for the
   Target Maturity 2010 Subaccount was set on April 29, 1996.

                               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"), a holding company,
owns all of the voting common stock of First Investors Management Company,  Inc.
("FIMCO" or "Adviser") and all of the outstanding stock of First Investors Life,
First Investors



                                       6
<PAGE>


   Corporation  ("FIC" or  "Underwriter")  and  Administrative  Data  Management
Corp., the transfer agent for the Life Series Fund. Mr. Glenn O. Head,  Chairman
of FICC, controls FICC and, therefore,  controls the Adviser and First Investors
Life.

   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 segregated  from the assets of First Investors
Life, and that portion of such assets having a value equal to, or  approximately
equal to, the reserves  and contract  liabilities  under the  Contracts  are not
chargeable with liabilities arising out of any other business of First Investors
Life.  Separate  Account  C is  registered  with  the  Securities  and  Exchange
Commission  ("Commission")  as a unit  investment  trust  under  the  Investment
Company Act of 1940, as amended  ("1940 Act"),  but such  registration  does not
involve any  supervision  by the  Commission  of the  management  or  investment
practices or policies of Separate Account C.


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

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

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

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

SEPARATE ACCOUNT C SUBACCOUNT                    FUND
- -----------------------------                    ----
Blue Chip Subaccount                             Blue Chip Fund
Cash Management Subaccount                       Cash Management Fund
Discovery Subaccount                             Discovery Fund
Government Subaccount                            Government Fund
Growth Subaccount                                Growth Fund
High Yield Subaccount                            High Yield Fund
International Securities Subaccount              International Securities Fund
Investment Grade Subaccount                      Investment Grade Fund
Target Maturity 2007 Subaccount                  Target Maturity 2007 Fund
Target Maturity 2010 Subaccount                  Target Maturity 2010 Fund
Utilities Income Subaccount                      Utilities Income Fund



                                       7
<PAGE>

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


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

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

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

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

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


   YOUR CHOICE OF INVESTMENT OBJECTIVE.  When you purchase a Contract you decide
to place your purchase  payment (less  deductions)  and any additional  purchase
payments  (less  deductions)  into at least  one but not more  than  five of the
Subaccounts of Separate Account C, provided the allocation to any one Subaccount
is not less than 10% of the purchase payment (less deductions).  Each Subaccount
corresponds to a Fund of the Life Series Fund. The investment objectives of each
Fund of the Life Series Fund are set forth below. There is no assurance that the
investment  objective  of any Fund of the Life  Series  Fund  will be  realized.
Because  each Fund of the Life  Series  Fund is  intended  to serve a  different
investment objective, each is subject to varying degrees of financial and market
risks.  In addition,  total operating  expenses vary by Fund.  Twice (or six (6)
times in certain  states) during any Contract year, you may transfer part or all
of your cash value from the Subaccounts you are in to other Subaccounts provided
the cash  value is not  allocated  to more  than  five of the  Subaccounts,  and
provided the  allocation to any one  Subaccount is not less than 10% of the cash
value of the  Contract.  The cash value of the Contract may increase or decrease
depending on the  investment  performance  of the  Subaccounts  selected.  First
Investors Life reserves the right to adjust allocations to eliminate  fractional
percentages.

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



                                       8
<PAGE>

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


   BLUE CHIP FUND.  The  investment  objective of Blue Chip Fund is to seek high
total investment return  consistent with the preservation of capital.  This goal
will be sought by investing, under normal market conditions, primarily in equity
securities of "Blue Chip" companies that the Fund's investment  adviser believes
have potential earnings growth that is greater than the average company included
in the Standard and Poor's 500 Composite Stock Price Index.


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

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


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


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


   HIGH YIELD FUND. The primary  objective of High Yield 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.  Investments in high
yield,  high risk securities,  commonly  referred to as "junk bonds," may entail
risks that are different or more  pronounced than those involved in higher-rated
securities. See "High Yield Securities--Risk Factors" in the Fund's Prospectus.


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


   INVESTMENT  GRADE FUND. The investment  objective of Investment Grade Fund is
to seek a maximum level of income consistent with investment in investment grade
debt securities. The Fund seeks to achieve its objective primarily by investing,
under normal market  conditions,  in debt  



                                       9
<PAGE>


securities  of U.S.  issuers  that are rated in one of the four  highest  rating
categories by Moody's Investors Service, Inc. or Standard & Poor's Ratings Group
or, if unrated,  are deemed to be of comparable quality by the Fund's investment
adviser.


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

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

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

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


   For more complete  information  about each of the Funds  underlying  Separate
Account C, including management fees and other expenses,  see Life Series Fund's
Prospectus.  The Prospectus  details each Fund's  investment  goals,  management
strategies,  investment  restrictions,  portfolio  turnover rate, the market and
financial  risks of an investment in the Fund's  shares,  as well as the risk of
investing in a fund that sells its shares to other separate accounts,  including
variable life insurance company separate accounts.  Because the Life Series Fund
sells its shares to more than one separate account,  the possibility arises that
violation of the federal tax laws by another separate account  investing in Life
Series Fund could cause the Contracts  funded through Separate Account C to lose
their tax-deferred status, unless remedial action were taken. It is important to
read the Prospectus carefully before your decide to invest. Additional copies of
Life Series  Fund's  Prospectus,  which is attached  hereto,  may be obtained by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005 or by calling (212)  858-8200.  There can be no assurance that any of
the objectives of the Funds will be achieved.


   ADVISER.  First  Investors  Management  Company,  Inc.  (the  "Adviser"),  an
affiliate of First Investors  Life, is the investment  adviser of each Fund. The
Adviser  supervises  and manages the  investments  and  operations of each Fund,
except for  International  Securities Fund and Growth Fund. The Adviser is a New
York corporation located at 95 Wall Street, New York, NY 10005.

   SUBADVISER.  Wellington  Management  Company ("WMC" or "Subadviser") has been
retained by the Adviser and the Life  Series  Fund,  on behalf of  International
Securities Fund and Growth Fund, as each of those Funds' investment  subadviser.
The Adviser has delegated discretionary trading authority to WMC with respect to
all the assets of International Securities Fund and


                                       10
<PAGE>

   Growth Fund,  subject to the  continuing  oversight  and  supervision  of the
Adviser and the Life Series Fund's Board of Trustees.  As  compensation  for its
services,  WMC is paid by the  Adviser,  and not by either  Fund, a fee which is
computed daily and paid monthly.


    WMC,  located  at 75 State  Street,  Boston,  MA 02109,  is a  Massachusetts
limited liability  partnership of which Robert W. Doran, Duncan M. McFarland and
John R. Ryan are Managing Partners. WMC is a professional  investment counseling
firm which  provides  investment  services  to  investment  companies,  employee
benefit  plans,   endowment  funds,   foundations  and  other  institutions  and
individuals.  As of December 31, 1996, WMC held investment  management authority
with respect to approximately  $133 billion of assets. Of that amount, WMC acted
as investment  adviser or subadviser to approximately  84 registered  investment
companies  or series of such  companies,  with net assets of  approximately  $90
billion as of December 31, 1996. WMC is not  affiliated  with the Adviser or any
of its affiliates.


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


   VOTING RIGHTS.  First Investors Life will vote the shares of any Fund held in
a corresponding  Subaccount or directly,  at any Fund shareholders  meeting,  in
accordance  with its view of present  law.  It will vote Fund shares held in any
corresponding  Subaccount as follows:  shares attributable to Contractowners for
which it receives  instructions,  in accordance  with the  instructions;  shares
attributable to Contractowners  for which it does not receive  instructions,  in
the same  proportion  that it votes shares held in the  Subaccount  for which it
receives  instructions;  and shares not attributable to  Contractowners,  in the
same   proportion  that  it  votes  shares  held  in  the  Subaccount  that  are
attributable to Contractowners and for which it receives  instructions.  It will
vote Fund shares held directly in the same  proportion that it votes shares held
in any corresponding subaccounts that are attributable to Contractowners and for
which it  receives  instructions,  except that where there are no shares held in
any subaccount it will vote its own shares as it deems  appropriate.  All of the
shares of any Fund held by First Investors Life through a Subaccount or directly
will be presented at any Fund shareholders meeting for purposes of determining a
quorum.

   Prior to the Annuity  Commencement  Date, the number of Fund shares held in a
corresponding   Subaccount  that  is  attributable  to  each   Contractowner  is
determined by dividing the Subaccount's Accumulated Value by the net asset value
of one Fund  share.  After the  Annuity  Commencement  Date,  the number of Fund
shares  held  in  a  corresponding  Subaccount  that  is  attributable  to  each
Contractowner  is determined by dividing the reserve held in the  Subaccount for
the variable  annuity  payment  under the Contract by the net asset value of one
Fund share.  As this reserve  fluctuates,  the number of votes  fluctuates.  The
number of votes that a Contractowner has the right to cast will be determined as
of the record date established by Life Series Fund.

   Voting  instructions will be solicited by written  communication prior to the
date of the meeting at which votes are to be cast. Each  Contractowner  having a
voting  interest  in a  Subaccount  will be sent  meeting  and  other  materials
relating to the Fund.

   First  Investors  Life  reserves the right to proceed other than as described
above,  including the right to vote shares of any Fund in its own right,  to the
extent permitted by law.



                                       11
<PAGE>

                   PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES


   PURCHASE  PAYMENTS.   Purchase   payments,   after  certain  deductions  (see
"Deductions from Purchase Payments"), are used to purchase Accumulation Units of
one or more  Subaccounts  and not  shares  of the Fund or  Funds  in  which  the
Subaccount or Subaccounts invest. The minimum initial 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.

   Initial purchase  payments will be credited to a  Contractowner's  Account on
the  Valuation  Date they are received by First  Investors  Life,  provided that
First  Investors  Life has  received a duly  completed  application.  Additional
payments will be credited to a  Contractowner's  Account on the  Valuation  Date
they are received by First  Investors  Life. In the event First  Investors  Life
receives an incomplete  application,  all required information shall be provided
not later than five business days  following the receipt of such  application or
the  purchase  payment  will be  returned  to the  applicant  at the end of such
five-day period.

   Purchase  payments,  after  deductions  for sales expenses and any applicable
Premium taxes (see  "Deductions from Purchase  Payments"),  will be allocated to
the appropriate  Subaccount or Subaccounts based upon the next computed value of
an Accumulation  Unit following receipt by First Investors Life at its Executive
Office or other designated  office.  Accumulation Units are valued at the end of
each  Valuation  Date  (i.e.,  as of the close of  regular  trading on the NYSE,
normally 4:00 P.M., Eastern Time).


   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  Variable  Annuity  Contract is subject to the
sales charge applicable to the total amount of all purchase payments  previously
made plus the amount of the  Additional  Payment being made. The sales charge is
intended to cover all expenses relating to the sale of the Contracts,  including
commissions paid to persons distributing the Contracts.

                                 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.


                                       12
<PAGE>

   EXCHANGE  PRIVILEGE.  Contractowners of First Investors Life Variable Annuity
Fund A ("Separate  Account A") may exchange their  Separate  Account A Contracts
for Separate Account C Contracts.  The Accumulated Value of the Separate Account
A Contract  will be invested at net asset  value in one or more  Subaccounts  of
Separate   Account  C.   Although   there  is  no  charge  for  this   exchange,
Contractowners  will be required to execute a change of contract form which,  in
part, states that First Investors Life deducts a daily charge equal to an annual
rate of 1.00% of the daily net asset  value of the  Subaccounts  as a charge for
mortality  and  expense  risks.  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.  First Investors
Life  also  assumes  mortality  risk as a result of its  guarantee  of a minimum
payment in the event the Annuitant dies prior to the Annuity Commencement Date.


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

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

   ADMINISTRATIVE  CHARGE.  An  administrative  charge of $7.50 may be  deducted
annually by First Investors Life from the Accumulated Value of Deferred Variable
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 


                                       13
<PAGE>

Value of the Contract at the time of  surrender,  upon death of the annuitant or
when annuity payments begin. First Investors Life,  however,  reserves the right
to deduct Premium taxes when incurred. See Appendix I for premium tax table.


   EXPENSES.  The total expenses of Separate Account C for the fiscal year ended
December 31, 1996 amounted to  $2,461,210 or 1.00% of average net assets.  There
are  deductions  from and expenses  paid out of the assets of the Funds that are
described in the Prospectus for the Funds.


                           VARIABLE ANNUITY CONTRACTS

   This Prospectus offers  individual  Deferred Variable Annuity Contracts under
which annuity  payments will begin on a selected  future date.  First  Investors
Life is offering the Contracts in states where it has the authority to issue the
Contracts.  The individual  Deferred  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  surrendered  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 plan.


   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  Variable  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  based upon the next computed
value of an Accumulation Unit following receipt of the purchase payment by First
Investors Life at its Executive Office or other designated  office. The value of
the  Contractowner's  Individual  Account varies with the value of the assets of
the Subaccounts.  The investment  performance of the  Subaccounts,  expenses and
deduction of certain charges affect the value of an Accumulation  Unit. There is
no assurance that the value of a Contractowner's  Individual  Account will equal
or exceed purchase payments. The value of a



                                       14
<PAGE>

Contractowner's  Individual  Account for a Valuation Period can be determined by
multiplying the total number of  Accumulation  Units credited to the account for
the Subaccount by the value of an  Accumulation  Unit for the Subaccount for the
Valuation Period.

ANNUITY PERIOD


   COMMENCEMENT  DATE.  Annuity payments will begin on the Annuity  Commencement
Date selected by the Contractowner.  Not later than 30 days prior to the Annuity
Commencement  Date, the  Contractowner  may elect in writing to advance or defer
the Annuity Commencement Date. The Annuity Commencement Date may not be deferred
beyond  the first day of the  calendar  month  following  the  Annuitant's  85th
birthday, or 90th birthday, where such later date is permitted. If no other date
is elected,  annuity  payments  will  commence on the first day of the  calendar
month  following the  Annuitant's  85th birthday,  or 90th birthday,  where such
later date is permitted.


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

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

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

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

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

   The Contracts provide for the six Annuity Options described below:

   Option 1 - LIFE ANNUITY - An annuity  payable  monthly during the lifetime of
the  Annuitant,  ceasing  with the last  payment  due  prior to the death of the
Annuitant.  If this Option is elected,  


                                       15
<PAGE>

annuity  payments  terminate  automatically  and immediately on the death of the
Annuitant without regard to the number or total amount of payments received.


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


   Option  2b - JOINT AND  TWO-THIRDS  TO  SURVIVOR  LIFE  ANNUITY - An  annuity
payable monthly during the lifetime of the Annuitant and the Joint Annuitant and
continuing  thereafter during the lifetime of the survivor at an amount equal to
two-thirds of the joint annuity payment, ceasing with the last 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.)


                                       16
<PAGE>

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

DEATH BENEFIT DURING THE ACCUMULATION PERIOD

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

   If payment of the Death  Benefit  under one of the  Annuity  Options  was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death  Benefit  paid in a single  sum or applied to provide an
annuity  under one of the Annuity  Options or as  otherwise  permitted  by First
Investors Life. If a single sum settlement is requested, the amount of the Death
Benefit plus any interest at the current  settlement  option rate then in effect
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 Net 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.  For  any  partial  or full
surrender,  the  deduction  will be based  upon the  next  computed  value of an
Accumulation  Unit following  receipt of the request 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  seven  days.  However,  First
Investors  Life may postpone such payment  during any period when (a) trading on
the NYSE is restricted as determined by the Commission or the NYSE is closed for
other than weekends and holidays, (b) the Commission has by order permitted such
suspension  or (c) an  emergency,  as  defined  by the rules of the  Commission,
exists  during which time the sale of portfolio  securities  or  calculation  of
securities is



                                       17
<PAGE>

not  reasonably  practicable.  For  information  as to Federal tax  consequences
resulting from  surrenders,  see "Federal Income Tax Status." For information as
to State premium tax consequences, see "Other Charges" and "Appendix I."


   MATURITY DATE EXCHANGE  PRIVILEGE.  If this Contract is liquidated during the
one-year period preceding its maturity date ("Annuity  Commencement  Date"), the
proceeds can be used to purchase Class A shares of First Investors  mutual funds
without incurring a sales charge.


DEATH OF CONTRACTOWNER

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

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

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

TEN-DAY REVOCATION RIGHT

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

                            FEDERAL INCOME TAX STATUS


   The  Contracts are designed for use by  individuals  who desire to accumulate
capital on a tax-deferred basis for retirement or other long-term purposes.  The
Contracts  may be purchased  on a  nonqualified  basis or through the  following
retirement  plans  qualified  for  special  tax  treatment  under  the  Code (1)
individual  retirement accounts and (2) qualified corporate employee pension and
profit-sharing plans.



                                       18
<PAGE>

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

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

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


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


   In order that the  Contracts be treated as annuities  for Federal  income tax
purposes,  other than Contracts  issued in connection with retirement plans that
are  qualified  under  the  Code,   Separate  Account  C  must  satisfy  certain
diversification  requirements that are generally  applicable to variable annuity
contract segregated asset accounts under Subchapter L of the Code.  Ownership by
the  Subaccounts  of  shares  of the  Funds  will not  fail the  diversification
requirements  provided that each 


                                       19
<PAGE>

Fund is taxed as a regulated  investment company under Subchapter M of the Code,
and that each Fund meets such  diversification  requirements,  and all shares of
the Funds are owned  only by the  Subaccounts  (and  similar  accounts  of First
Investors  Life or  other  insurance  companies),  and  access  to the  Funds is
available exclusively through the purchase of Contracts (and additional variable
annuity or life insurance  products of First  Investors Life or other  insurance
companies). Fund shares also may be held by the Adviser provided such shares are
being held in  connection  with the  creation or  management  of such Fund.  The
Adviser  does not intend to sell any Fund shares it owns to the general  public.
It is  expected  that the  Adviser  will  cause  the  assets  of the Funds to be
invested in a manner that complies with the asset diversification requirements.


   The tax law does not currently  provide guidance as to circumstances in which
a Contractowner may be said to have "control" over Separate Account C assets and
thus be subject to current  taxation on income  credited to the  Contractowner's
Contract.  The Treasury Department has said that it may provide such guidance by
a ruling or  regulation.  It is not clear what this  additional  guidance  would
provide, nor whether it would be applied on a retroactive basis. First Investors
Life reserves the right to amend the Contracts in any  appropriate  way and take
other action necessary to avoid such current taxation.

   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  the  Contract's
Accumulated Value exceeds the investment in the Contract,  (ii) a loan under, or
an assignment or pledge of an annuity contract is treated as a distribution, and
(iii) a 10 percent penalty will be assessed,  subject to certain exceptions,  on
the taxable  portion of withdrawals  made prior to the taxpayer's  attainment of
age 59 1/2.

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


   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 


                                       20
<PAGE>

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
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


                                       21
<PAGE>

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  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.


                                       22
<PAGE>

                                TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                   INFORMATION

       Item                                                       Page
       ----                                                       ----
    General Description........................................     2
    Services...................................................     2
    Annuity Payments...........................................     4
    Other Information..........................................     5
    Performance Information....................................     6
    Relevance of Financial Statements..........................    10
    Appendices.................................................    11
    Financial Statements.......................................    16


                                   APPENDIX I

                             STATE AND LOCAL TAXES*

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


                                       23

<PAGE>

First Investors Life
Variable Annuity
Fund C

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

Prospectus

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

April 30, 1997


First Investors Logo

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

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

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


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

Glossary of Special Terms..........................  2
Fee Table..........................................  3
Condensed Financial Information....................  5
General Description................................  6
Purchases, Deductions, Charges and Expenses........ 12
Variable Annuity Contracts......................... 14
Federal Income Tax Status.......................... 18
Performance Information............................ 21
Table of Contents of the
 Statement of Additional Information............... 23
Appendix I - State and Local Taxes................. 23


LIFE 327

<PAGE>

FIRST INVESTORS LIFE SERIES FUND

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

         This is a Prospectus for FIRST INVESTORS LIFE SERIES FUND ("Life Series
Fund"), an open-end,  diversified management investment company. The Fund offers
eleven  separate  investment  series,  each of which  has  different  investment
objectives and policies: FIRST INVESTORS LIFE BLUE CHIP FUND ("BLUE CHIP FUND"),
FIRST  INVESTORS  LIFE CASH  MANAGEMENT  FUND ("CASH  MANAGEMENT  FUND"),  FIRST
INVESTORS  LIFE  DISCOVERY  FUND  ("DISCOVERY   FUND"),   FIRST  INVESTORS  LIFE
GOVERNMENT FUND ("GOVERNMENT  FUND"),  FIRST INVESTORS LIFE GROWTH FUND ("GROWTH
FUND"),  FIRST  INVESTORS  LIFE HIGH  YIELD  FUND  ("HIGH  YIELD  FUND"),  FIRST
INVESTORS LIFE INTERNATIONAL SECURITIES FUND ("INTERNATIONAL  SECURITIES FUND"),
FIRST  INVESTORS LIFE INVESTMENT  GRADE FUND  ("INVESTMENT  GRADE FUND"),  FIRST
INVESTORS LIFE TARGET  MATURITY 2007 FUND ("TARGET  MATURITY 2007 FUND"),  FIRST
INVESTORS LIFE TARGET MATURITY 2010 FUND ("TARGET MATURITY 2010 FUND") and FIRST
INVESTORS LIFE UTILITIES  INCOME FUND  ("UTILITIES  INCOME FUND") (each, a Fund,
and collectively,  "Funds"). Each Fund's investment objectives are listed on the
inside cover.

         Investments in a Fund are only available through purchases of the Level
Premium Variable Life Insurance Policies ("Policies") or the Individual Variable
Annuity  Contracts  ("Contracts")  offered  by First  Investors  Life  Insurance
Company ("First Investors Life"). Policy premiums,  net of certain expenses, are
paid into a unit  investment  trust,  First  Investors  Life  Insurance  Company
Separate Account B ("Separate  Account B"). Purchase payments for the Contracts,
net of  certain  expenses,  are also paid into a unit  investment  trust,  First
Investors Life Variable Annuity Fund C ("Separate  Account C"). Separate Account
B and Separate  Account C ("Separate  Accounts") pool these proceeds to purchase
shares  of a Fund  designated  by  purchasers  of  the  Policies  or  Contracts.
Investments  in a Fund  are  used  to  fund  benefits  under  the  Policies  and
Contracts.  TARGET  MATURITY  2007 FUND and TARGET  MATURITY  2010 FUND are only
offered to Contractowners of Separate Account C.

         AN INVESTMENT IN LIFE SERIES FUND,  INCLUDING CASH MANAGEMENT  FUND, IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE
THAT THE CASH  MANAGEMENT FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE. INVESTMENTS BY THE HIGH YIELD FUND IN HIGH-YIELD,  HIGH RISK
SECURITIES,  COMMONLY  REFERRED TO AS "JUNK  BONDS,"  MAY ENTAIL  RISKS THAT ARE
DIFFERENT OR MORE  PRONOUNCED  THAN THOSE THAT WOULD RESULT FROM  INVESTMENT  IN
HIGHER-RATED SECURITIES. SEE "HIGH YIELD SECURITIES--RISK FACTORS."


         This Prospectus  sets forth  concisely the information  about the Funds
that a prospective  investor should know before investing and should be retained
for future  reference.  First Investors  Management  Company,  Inc.  ("FIMCO" or
"Adviser") serves as investment  adviser to the Funds. A Statement of Additional
Information  ("SAI"),  dated April 30, 1997 (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.


         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.

  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.


                  The date of this Prospectus is April 30, 1997



<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 "Blue Chip"  companies  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.


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

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

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

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

         HIGH YIELD FUND. The primary objective of the Fund is to seek to earn a
high level of current  income.  The Fund actively seeks to achieve its secondary
objective  of capital  appreciation  to the extent  consistent  with its primary
objective. The Fund seeks to attain its objectives primarily through investments
in lower-grade,  high-yielding,  high risk debt securities, commonly referred to
as "junk bonds" ("High Yield Securities").  Investments in High Yield Securities
may entail risks that are different or more  pronounced  than those  involved in
higher-rated securities. See "High Yield Securities--Risk Factors."

         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.


                                       2
<PAGE>


         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.  The Fund seeks to achieve its  objective  primarily  by  investing,
under normal market  conditions,  in debt  securities  of U.S.  issuers that are
rated in one of the four highest rating categories by Moody's Investors Service,
Inc. or  Standard & Poor's  Ratings  Group or, if  unrated,  are deemed to be of
comparable quality by the Adviser.


         TARGET  MATURITY 2007 FUND. The investment  objective of the Fund is to
seek a  predictable  compounded  investment  return for investors who hold their
Fund shares until the Fund's maturity,  consistent with preservation of capital.
The Fund intends to terminate in the year 2007.

         TARGET  MATURITY 2010 FUND. The investment  objective of the Fund is to
seek a  predictable  compounded  investment  return for investors who hold their
Fund shares until the Fund's maturity,  consistent with preservation of capital.
The Fund intends to terminate in the year 2010.

         TARGET  MATURITY 2007 FUND and TARGET MATURITY 2010 FUND each will seek
its objective by investing,  under normal market conditions, at least 65% of its
total assets in zero coupon securities which are issued by the U.S.  Government,
its agencies or  instrumentalities  or created by third parties using securities
issued by the U.S. Government, its agencies or instrumentalities.

         AS A RESULT  OF THE  VOLATILE  NATURE  OF THE  MARKET  FOR ZERO  COUPON
SECURITIES, THE VALUE OF SHARES OF TARGET MATURITY 2007 FUND AND TARGET MATURITY
2010 FUND PRIOR TO EACH FUND'S  MATURITY MAY FLUCTUATE  SIGNIFICANTLY.  THUS, TO
ACHIEVE A PREDICTABLE RETURN,  INVESTORS SHOULD HOLD THEIR INVESTMENTS IN EITHER
OF THESE TWO FUNDS  UNTIL THE FUND  LIQUIDATES  SINCE THE FUND'S  VALUE  CHANGES
DAILY WITH MARKET CONDITIONS.  ACCORDINGLY,  ANY INVESTOR WHO REDEEMS HIS OR HER
SHARES  PRIOR TO A FUND'S  MATURITY IS LIKELY TO ACHIEVE A DIFFERENT  INVESTMENT
RESULT THAN THE RETURN THAT WAS PREDICTED ON THE DATE THE  INVESTMENT  WAS MADE,
AND MAY EVEN SUFFER A SIGNIFICANT LOSS.

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

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


                                       3
<PAGE>

         Life  Series  Fund  offers  shares  of each Fund to  insurance  company
separate  accounts that fund Policies and  Contracts.  Due to differences in tax
treatment or other considerations,  the interests of various Contract owners and
Policy  owners  might at some point be in conflict.  Life Series Fund  currently
does not foresee any such  conflict.  If such a conflict  were to occur,  one or
more Policies or Contracts  offered by First Investors Life might be required to
withdraw its  investments in one or more Funds.  This might force a Fund to sell
securities at disadvantageous prices.



                                       4
<PAGE>

                              FINANCIAL HIGHLIGHTS

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


                                       5
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                            PER SHARE DATA
                         -------------------------------------------------------------------------------------------

                                                                                LESS DISTRIBUTIONS
                                         INCOME FROM INVESTMENT OPERATIONS             FROM
                                         ---------------------------------      ------------------
                                                   NET REALIZED                                                     
                            NET ASSET                       AND                                                     
                            ---------                UNREALIZED                                
                                VALUE        NET    GAIN (LOSS)    TOTAL FROM         NET        NET    
                            BEGINNING  INVESTMENT           ON     INVESTMENT  INVESTMENT   REALIZED           TOTAL
                            OF PERIOD     INCOME   INVESTMENTS     OPERATIONS      INCOME      GAINS   DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>             <C>         <C>          <C>        <C>


BLUE CHIP
3/8/90* to 12/31/90  . .    $ 10.00        $ .07        $ (.02)       $   .05       $  --       $  --      $  --
1991 . . . . . . . . . .      10.05          .12          2.50           2.62         .05          --        .05
1992 . . . . . . . . . .      12.62          .16           .67            .83         .21          --        .21
1993 . . . . . . . . . .      13.24          .15           .97           1.12         .15          --        .15
1994 . . . . . . . . . .      14.21          .18          (.39)         (.21)         .08         .17        .25
1995   . . . . . . . . .      13.75          .26          4.11           4.37         .19         .95       1.14
1996 . . . . . . . . . .      16.98          .22          3.31           3.53         .25         .49        .74

CASH MANAGEMENT **
1988 . . . . . . . . . .       1.00         .048             --          .048        .048          --       .048
1989 . . . . . . . . . .       1.00         .075             --          .075        .075          --       .075
1990 . . . . . . . . . .       1.00         .072             --          .072        .072          --       .072
1991 . . . . . . . . . .       1.00         .054             --          .054        .054          --       .054
1992 . . . . . . . . . .       1.00         .029             --          .029        .029          --       .029
1993 . . . . . . . . . .       1.00         .027             --          .027        .027          --       .027
1994 . . . . . . . . . .       1.00         .037             --          .037        .037          --       .037
1995 . . . . . . . . . .       1.00         .054             --          .054        .054          --       .054
1996 . . . . . . . . . .       1.00         .049             --          .049        .049          --       .049

DISCOVERY
1988 . . . . . . . . . .      10.02          .26           .10            .36          --          --         --
1989 . . . . . . . . . .      10.38          .19          2.19           2.38         .27         .09        .36
1990 . . . . . . . . . .      12.40          .14          (.78)         (.64)         .15         .90       1.05
1991 . . . . . . . . . .      10.71          .07          5.42           5.49         .18          --        .18
1992 . . . . . . . . . .      16.02           --          2.51           2.51         .03         .15        .18
1993 . . . . . . . . . .      18.35           --          3.92           3.92          --         .91        .91
1994 . . . . . . . . . .      21.36          .06          (.62)         (.56)          --         .94        .94
1995 . . . . . . . . . .      19.86          .11          4.62           4.73         .06        1.26       1.32
1996 . . . . . . . . . .      23.27          .13          2.66           2.79         .11         .89       1.00

</TABLE>

*     Commencement of operations
**    Adjusted to reflect ten-for-one stock split on May 1, 1991.
+     Some or all expenses have been waived or assumed by the investment adviser
      from commencement of operations through December 31, 1996.
++    The effect of fees and charges  incurred at the separate account level are
      not reflected in these  performance +++ figures.  Average  commission rate
      (per share of  security)  as required by amended  disclosure  requirements
      effective for
(a)   fiscal years beginning on or after September 1, 1995. Annualized



                                       6
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                      RATIOS / SUPPLEMENTAL DATA
                    ------------------------------------------------------------------------------------------------

                                                                  RATIO TO AVERAGE NET
                                                                      ASSETS BEFORE
                                             RATIO TO AVERAGE      EXPENSES WAIVED OR
                                               NET ASSETS +              ASSUMED
                                             ----------------      ------------------
    NET ASSET                  NET ASSETS                                                
        VALUE                      END OF                      NET                    NET
    ---------    TOTAL             PERIOD               INVESTMENT             INVESTMENT  PORTFOLIO         AVERAGE
          END   RETURN **             (IN    EXPENSES       INCOME  EXPENSES       INCOME   TURNOVER      COMMISSION
    OF PERIOD      (%)         THOUSANDS)         (%)          (%)       (%)          (%)   RATE (%)          RATE++
- --------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>        <C>         <C>        <C>         <C>             <C>


     $10.05        .61(a)      $   3,656          --      2.95(a)      1.92(a)     1.03(a)      15          $  N/A
      12.62      26.17            13,142        1.00      1.88         1.55        1.34         21             N/A
      13.24       6.67            23,765         .79      1.66          .86        1.60         40             N/A
      14.21       8.51            34,030         .88      1.27          N/A         N/A         37             N/A
      13.75      (1.45)           41,424         .88      1.49          N/A         N/A         82             N/A
      16.98      34.00            66,900         .86      1.91          N/A         N/A         26             N/A
      19.77      21.52           100,078         .84      1.39          N/A         N/A         45           .0692


       1.00       4.94                33          --      4.99         7.68       (2.69)       N/A             N/A
       1.00       7.79             2,210          --      7.84         1.35        6.49        N/A             N/A
       1.00       7.49             8,203         .39      6.90         1.15        6.15        N/A             N/A
       1.00       5.71             9,719         .57      5.39          .93        5.03        N/A             N/A
       1.00       3.02             8,341         .79      2.99          .98        2.81        N/A             N/A
       1.00       2.70             4,243         .60      2.67         1.05        2.22        N/A             N/A
       1.00       3.77             3,929         .60      3.69         1.04        3.25        N/A             N/A
       1.00       5.51             4,162         .60      5.36         1.10        4.87        N/A             N/A
       1.00       5.00             4,297         .60      4.89         1.11        4.38        N/A             N/A


      10.38       3.59               125         --       3.80         3.10         .70        158             N/A
      12.40      23.62               283         --       2.43         4.78       (2.35)       231             N/A
      10.71      (5.47)              960         --       2.97         2.68         .28        104             N/A
      16.02      51.73             4,661         .70       .48         1.49        (.31)        93             N/A
      18.35      15.74            10,527         .91       .02         1.05        (.12)        91             N/A
      21.36      22.20            21,221         .87      (.03)         N/A         N/A         69             N/A
      19.86      (2.53)           30,244         .88       .36          N/A         N/A         53             N/A
      23.27      25.23            50,900         .87       .63          N/A         N/A         78             N/A
      25.06      12.48            70,899         .85       .63          N/A         N/A         98           .0689

</TABLE>



                                       7
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                            PER SHARE DATA
                         -------------------------------------------------------------------------------------------

                                                                                LESS DISTRIBUTIONS
                                         INCOME FROM INVESTMENT OPERATIONS             FROM
                                         ---------------------------------      ------------------
                                                   NET REALIZED                                                     
                            NET ASSET                       AND                                                     
                            ---------                UNREALIZED                                
                                VALUE        NET    GAIN (LOSS)    TOTAL FROM         NET        NET    
                            BEGINNING  INVESTMENT           ON     INVESTMENT  INVESTMENT   REALIZED           TOTAL
                            OF PERIOD     INCOME   INVESTMENTS     OPERATIONS      INCOME      GAINS   DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>             <C>         <C>          <C>        <C>

GOVERNMENT
1/7/92* to 12/31/92  . .     $10.00      $   .47       $   .51        $   .98     $   .33       $  --    $   .33
1993 . . . . . . . . . .      10.65          .64           .02            .66         .70         .19        .89
1994 . . . . . . . . . .      10.42          .79         (1.21)          (.42)        .25         .05        .30
1995   . . . . . . . . .       9.70          .66           .78           1.44         .62          --        .62
1996 . . . . . . . . . .      10.52          .68          (.33)           .35         .68          --        .68

GROWTH
1988 . . . . . . . . . .      10.02          .26           .51            .77          --          --         --
1989 . . . . . . . . . .      10.79          .02          2.51           2.53         .18         .12        .30
1990 . . . . . . . . . .      13.02          .16          (.55)          (.39)        .06          --        .06
1991 . . . . . . . . . .      12.57          .17          4.15           4.32         .18          --        .18
1992 . . . . . . . . . .      16.71          .08          1.41           1.49         .18        1.38       1.56
1993 . . . . . . . . . .      16.64          .07           .93           1.00         .09         .10        .19
1994 . . . . . . . . . .      17.45          .09          (.60)          (.51)         --         .21        .21
1995 . . . . . . . . . .      16.73          .18          3.94           4.12         .09         .29        .38
1996 . . . . . . . . . .      20.47          .18          4.68           4.86         .18         .59        .77

HIGH YIELD
1988 . . . . . . . . . .      10.00          .74           .82           1.56          --          --         --
1989 . . . . . . . . . .      11.56          .74          (.92)          (.18)        .56         .11        .67
1990 . . . . . . . . . .      10.71         1.08         (1.79)          (.71)        .83          --        .83
1991 . . . . . . . . . .       9.17         1.16          1.66           2.82        1.18          --       1.18
1992 . . . . . . . . . .      10.81         1.11           .21           1.32        1.69          --       1.69
1993 . . . . . . . . . .      10.44          .96           .88           1.84        1.12          --       1.12
1994 . . . . . . . . . .      11.16          .87         (1.14)          (.27)        .31          --        .31
1995 . . . . . . . . . .      10.58         1.00           .95           1.95         .96          --        .96
1996 . . . . . . . . . .      10.57         1.02           .35           1.37        1.01          --       1.01
</TABLE>

*     Commencement of operations
+     Some or all expenses have been waived or assumed by the investment adviser
      from commencement of operations through
++    December 31, 1996.
+++   The effect of fees and charges  incurred at the separate account level are
      not reflected in the performance figures.
(a)   Average  commission  rate (per share of  security)  as required by amended
      disclosure  requirements  effective for fiscal years beginning on or after
      September 1, 1995. Annualized



                                       8
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                      RATIOS / SUPPLEMENTAL DATA
                    ------------------------------------------------------------------------------------------------

                                                                  RATIO TO AVERAGE NET
                                                                      ASSETS BEFORE
                                             RATIO TO AVERAGE      EXPENSES WAIVED OR
                                               NET ASSETS +              ASSUMED
                                             ----------------      ------------------
    NET ASSET                  NET ASSETS                                                
        VALUE                      END OF                      NET                    NET
    ---------    TOTAL             PERIOD               INVESTMENT             INVESTMENT  PORTFOLIO         AVERAGE
          END   RETURN **             (IN    EXPENSES       INCOME  EXPENSES       INCOME   TURNOVER      COMMISSION
    OF PERIOD      (%)         THOUSANDS)         (%)          (%)       (%)          (%)   RATE (%)          RATE++
- --------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>        <C>         <C>        <C>         <C>             <C>

     $10.65      9.95(a)       $   5,064         .03(a)   6.64(a)     .89(a)     5.79(a)        301          $  N/A
      10.42      6.35              8,234         .35      6.60        .84        6.11           525             N/A
       9.70     (4.10)             7,878         .35      6.74        .90        6.19           457             N/A
      10.52     15.63              9,500         .40      6.79        .93        6.26           198             N/A
      10.19      3.59              9,024         .60      6.75        .94        6.41           199             N/A


      10.79      7.68                 38         --       3.20       8.70       (5.50)           31             N/A
      13.02     24.00                570         --       2.91       5.21       (2.30)           24             N/A
      12.57     (2.99)             2,366         --       3.03       1.64        1.40            28             N/A
      16.71     34.68              7,743         .69      1.21       1.34         .55           148             N/A
      16.64      9.78             16,385         .76       .75       1.20         .30            45             N/A
      17.45      6.00             25,658         .91       .43        N/A         N/A            51             N/A
      16.73     (2.87)            32,797         .90       .60        N/A         N/A            40             N/A
      20.47     25.12             51,171         .88      1.11        N/A         N/A            64             N/A
      24.56     24.45             78,806         .85       .92        N/A         N/A            49           .0485
                                                               

      11.56     15.60              4,565         --      13.22       1.32       11.90            46             N/A
      10.71     (1.76)            14,354         --      12.05        .88       11.17            22             N/A
       9.71     (5.77)            18,331         --      13.21        .91       12.30            35             N/A
      10.81     33.96             23,634         .53     11.95        .89       11.60            40             N/A
      10.44     13.15             24,540         .91     10.48        .96       10.43            84             N/A
      11.16     18.16             30,593         .91      9.49        N/A         N/A            96             N/A
      10.58     (1.56)            32,285         .88      9.43        N/A         N/A            50             N/A
      11.57     19.82             41,894         .87      9.86        N/A         N/A            57             N/A
      11.93     12.56             49,474         .85      9.43        N/A         N/A            34             N/A
                                                               
</TABLE>



                                       9
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                            PER SHARE DATA
                         -------------------------------------------------------------------------------------------

                                                                                LESS DISTRIBUTIONS
                                         INCOME FROM INVESTMENT OPERATIONS             FROM
                                         ---------------------------------      ------------------
                                                   NET REALIZED                                                     
                            NET ASSET                       AND                                                     
                            ---------                UNREALIZED                                
                                VALUE        NET    GAIN (LOSS)    TOTAL FROM         NET        NET    
                            BEGINNING  INVESTMENT           ON     INVESTMENT  INVESTMENT   REALIZED           TOTAL
                            OF PERIOD     INCOME   INVESTMENTS     OPERATIONS      INCOME      GAINS   DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>             <C>         <C>          <C>        <C>

INTERNATIONAL SECURITIES
4/16/90* to 12/31/90  . .    $10.00       $  .03       $   .34        $   .37       $  --       $  --      $  --
1991 . . . . . . . . . .      10.37          .09          1.49           1.58         .03         .05        .08
1992 . . . . . . . . . .      11.87          .15          (.28)         (.13)         .15         .22        .37
1993 . . . . . . . . . .      11.37          .10          2.41           2.51         .14          --        .14
1994 . . . . . . . . . .      13.74          .14          (.32)         (.18)         .05          --        .05
1995   . . . . . . . . .      13.51          .19          2.25           2.44         .12         .25        .37
1996 . . . . . . . . . .      15.58          .18          2.12           2.30         .19         .50        .69

INVESTMENT GRADE
1/7/92* to 12/31/92   . .     10.00          .43           .44            .87         .34          --        .34
1993 . . . . . . . . . .      10.53          .65           .49           1.14         .71         .01        .72
1994 . . . . . . . . . .      10.95          .67         (1.06)         (.39)         .16         .09        .25
1995 . . . . . . . . . .      10.31          .67          1.28           1.95         .53          --        .53
1996 . . . . . . . . . .      11.73          .72          (.42)           .30         .67          --        .67

TARGET MATURITY 2007
4/26/95* to 12/31/95  . .     10.00          .26          2.00           2.26          --          --         --
1996 . . . . . . . . . .      12.26          .56          (.83)         (.27)         .23         .05        .28

TARGET MATURITY 2010
4/30/96* to 12/31/96 . .      10.00          .26           .90           1.16          --          --         --

UTILITIES INCOME
11/15/93* to 12/31/93  .      10.00          .01          (.07)         (.06)          --          --         --
1994 . . . . . . . . . .       9.94          .24          (.96)         (.72)         .03          --        .03
1995 . . . . . . . . . .       9.19          .28          2.46           2.74         .19          --        .19
1996 . . . . . . . . . .      11.74          .32           .78           1.10         .27          --        .27

</TABLE>



*     Commencement of operations
+     Some or all expenses have been waived or assumed by the investment adviser
      from commencement of operations through
++    December 31, 1996.
+++   The effect of fees and charges  incurred at the separate account level are
      not reflected in the performance figures.
(a)   Average  commission  rate (per share of  security)  as required by amended
      disclosure  requirements  effective for fiscal years beginning on or after
      September 1, 1995. Annualized


                                       10
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                      RATIOS / SUPPLEMENTAL DATA
                    ------------------------------------------------------------------------------------------------

                                                                  RATIO TO AVERAGE NET
                                                                      ASSETS BEFORE
                                             RATIO TO AVERAGE      EXPENSES WAIVED OR
                                               NET ASSETS +              ASSUMED
                                             ----------------      ------------------
    NET ASSET                  NET ASSETS                                                
        VALUE                      END OF                      NET                    NET
    ---------    TOTAL             PERIOD               INVESTMENT             INVESTMENT  PORTFOLIO         AVERAGE
          END   RETURN **             (IN    EXPENSES       INCOME  EXPENSES       INCOME   TURNOVER      COMMISSION
    OF PERIOD      (%)         THOUSANDS)         (%)          (%)       (%)          (%)   RATE (%)          RATE++
- --------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>        <C>         <C>        <C>         <C>             <C>


     $10.37       5.21(a)      $  3,946          --        .99(a)    3.43(a)    (2.43)(a)       29          $  N/A
      11.87      15.24            8,653        1.70        .75       2.27         .18           70             N/A
      11.37      (1.13)          12,246        1.03       1.55       1.38        1.20           36             N/A
      13.74      22.17           21,009        1.14        .97       N/A          N/A           37             N/A
      13.51      (1.29)          31,308        1.03       1.22       N/A          N/A           36             N/A
      15.58      18.70           41,012        1.02       1.42       N/A          N/A           45             N/A
      17.19      15.23           57,955        1.12       1.25       N/A          N/A           67           .0093


      10.53       8.91(a)         4,707         .23(a)    6.16(a)     .93(a)     5.46(a)        72             N/A
      10.95      10.93           10,210         .35       6.32        .85        5.82           64             N/A
      10.31      (3.53)          11,602         .37       6.61        .92        6.06           15             N/A
      11.73      19.69           16,262         .51       6.80        .91        6.40           26             N/A
      11.36       2.84           16,390         .60       6.47        .88        6.19           19             N/A


      12.26      22.60            9,860         .04(a)    6.25(a)     .87(a)     5.42(a)        28             N/A
      11.71      (2.16)          14,647         .60       6.05        .82        5.83           13             N/A


      11.16      11.60            2,195         .60(a)    6.05(a)     .98(a)     5.67(a)         0             N/A


       9.94      (4.66)(a)          494      --           1.46(a)    3.99(a)    (2.52)(a)        0             N/A
       9.19      (7.24)           4,720         .17       4.13        .95        3.35           31             N/A
      11.74      30.26           14,698         .41       4.23        .91        3.73           17             N/A
      12.57       9.57           24,108         .60       3.48        .86        3.22           45           .0707
</TABLE>



                                       11
<PAGE>

                       INVESTMENT OBJECTIVES AND POLICIES

BLUE CHIP FUND

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


     The Fund defines Blue Chip  companies as those  companies that are included
in the  S&P  500.  S&P  500  companies  tend  to be the  companies  with  larger
capitalizations  and histories of payment of dividends.  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
Microsoft Corp., General Electric Co., Pepsico Inc. and Bristol-Myers Squibb Co.


     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 or interest by the U.S.  Government,  its agencies or
instrumentalities  ("U.S. Government  Obligations")  (including  mortgage-backed
securities)  and  corporate  debt  securities.  However,  no more than 5% of the
Fund's net assets may be invested in corporate debt  securities  rated below Baa
by Moody's  Investors  Service,  Inc.  ("Moody's")  or BBB by  Standard & Poor's
Ratings  Group  ("S&P").  The Fund may borrow  money for  temporary or emergency
purposes  in amounts not  exceeding  5% of its total  assets.  The Fund may also
invest up to 10% 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.


                                       12
<PAGE>

      CASH  MANAGEMENT  FUND invests  primarily  in (1) high quality  marketable
securities  issued  or  guaranteed  as to  principal  and  interest  by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances,  time deposits and other short-term  obligations issued by
banks and (3) prime commercial paper and high quality,  U.S. dollar  denominated
short-term  corporate bonds and notes. The U.S.  Government  securities in which
the Fund may invest include a variety of U.S. Treasury securities that differ in
their  interest  rates,  maturities  and  dates of issue.  Securities  issued or
guaranteed  by  agencies  or  instrumentalities  of the U.S.  Government  may be
supported  by the full faith and credit of the United  States or by the right of
the  issuer  to  borrow  from  the  U.S.  Treasury.  See the SAI for  additional
information on U.S. Government securities.  The Fund may invest in domestic bank
certificates of deposit  (insured up to $100,000) and bankers'  acceptances (not
insured) issued by domestic banks and savings  institutions which are insured by
the Federal Deposit  Insurance  Corporation  ("FDIC") and that have total assets
exceeding  $500  million.  The Fund also may invest in  certificates  of deposit
issued by London branches of domestic or foreign banks  ("Eurodollar  CDs"). The
Fund may invest in time  deposits and other  short-term  obligations,  including
uninsured,  direct  obligations  bearing  fixed,  floating or variable  interest
rates,  issued by domestic banks,  foreign  branches of domestic banks,  foreign
subsidiaries  of domestic  banks and  domestic  and foreign  branches of foreign
banks.  See Appendix A to the SAI for a description of commercial  paper ratings
and Appendix B to the SAI for a description of municipal note ratings.  The Fund
also may invest in  repurchase  agreements  with  banks that are  members of the
Federal  Reserve  System or  securities  dealers  that are members of a national
securities exchange or are market makers in U.S. Government securities,  and, in
either case, only where the debt instrument subject to the repurchase  agreement
is a U.S. Treasury or agency obligation.  Repurchase agreements maturing in over
7 days are deemed  illiquid  securities,  and can constitute no more than 10% of
the Fund's net assets.

      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.  When
market conditions warrant, the Fund may purchase short-term,  high quality fixed
and variable rate instruments  issued by state and municipal  governments and by
public  authorities  ("Municipal  Instruments").  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 any 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,  or  unrated  securities  that the  Adviser  determines  are of
comparable  quality.  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  



                                       13
<PAGE>


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).


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.


                                       14
<PAGE>


The Fund may  invest up to 15% 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."


      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). The Fund has no fixed policy
with  respect to the  duration  of U.S.  Government  Obligations  it  purchases.
Securities  issued or  guaranteed  as to principal  and interest (but not market
value) 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.


                                       15
<PAGE>

      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.

GROWTH FUND

      The investment objective of GROWTH FUND is long-term capital appreciation.
Current  income  through the receipt of interest or dividends  from  investments
will merely be incidental to the Fund's  efforts in pursuing its goal. It is the
policy of the Fund to invest,  under  normal  market  conditions,  primarily  in
common stocks and it is  anticipated  that the Fund will usually be so invested.
It also may invest to a limited degree in  convertible  securities and preferred
stocks.  At  least  75% of the  value  of the  Fund's  total  assets  (excluding
securities  held for  defensive  purposes)  shall be invested in  securities  of
companies  in  industries  in  which  the  Adviser,  or  the  Fund's  investment
subadviser, Wellington Management Company, LLP ("Subadviser" or "WMC"), believes
opportunities  for capital growth exist. The Fund does not intend to concentrate
its  investments  in a particular  industry,  but it may invest up to 25% of the
value of its assets in a  particular  industry.  The Fund may invest up to 5% of
its  total  assets  in  common  stocks  issued  by  foreign  companies  that are
denominated  in U.S.  currency;  provided,  however,  that the  Fund may  invest
without limit in U.S. dollar  denominated  foreign  securities listed on the New
York  Stock  Exchange  ("NYSE").  The Fund may also  invest  in ADRs and  Global
Depository  Receipts ("GDRs"),  purchase  securities on a when-issued or delayed
delivery basis and make loans of portfolio securities. The Fund may borrow money
for  temporary  or emergency  purposes in amounts not  exceeding 5% of its total
assets. For temporary defensive purposes,  the Fund may invest all of its assets
in U.S. Government Obligations,  investment grade bonds, prime commercial paper,
certificates  of  deposit,  bankers'  acceptances,   repurchase  agreements  and
participation interests. See the SAI for a description of these securities.

HIGH YIELD FUND

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


                                       16
<PAGE>

reorganization ("Deep Discount Securities"); and any securities convertible into
any of the  foregoing.  See  "High  Yield  Securities--Risk  Factors"  and "Deep
Discount Securities."

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

      The Fund may invest up to 35% of its total assets in securities other than
High Yield  Securities,  including:  dividend-paying  common stocks;  securities
convertible  into, or exchangeable  for, common stock;  debt  obligations of all
types  (including  bonds,  debentures and notes) rated A or better by Moody's or
S&P;  U.S.  Government  Obligations;  warrants;  and  money  market  instruments
consisting  of prime  commercial  paper,  certificates  of deposit  of  domestic
branches of U.S.  banks,  bankers'  acceptances and repurchase  agreements.  The
Adviser  continually  monitors  the  investments  in the  Fund's  portfolio  and
carefully  calculates on a case-by-case  basis whether to dispose of or retain a
debt obligation that has been downgraded.

      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.


                                       17
<PAGE>

      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  (based on  ratings  by
Moody's) of all bonds held by the Fund during the 1996 fiscal year,  computed on
a monthly  basis,  is set forth  below.  This  information  reflects the average
composition  of the  Fund's  assets  during  the  1996  fiscal  year  and is not
necessarily  representative  of the Fund as of the end of its 1996 fiscal  year,
the current fiscal year or at any other time in the future.

                                                   COMPARABLE QUALITY OF
                                                   UNRATED SECURITIES TO
                    RATED BY MOODY'S              BONDS RATED BY MOODY'S
      Ba                  9.94%                           0.0%
      B                  73.88                            0.16
      Caa                 0.46                            1.96
                       -------                          ------
      Total              84.28%                           2.12%



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 Board, 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 


                                       18
<PAGE>

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.
In addition, the Fund can engage in hedging and options strategies.  See the SAI
for further information concerning these securities.

INVESTMENT GRADE FUND

      INVESTMENT  GRADE  FUND  seeks to  generate  a  maximum  level  of  income
consistent with investment in investment grade debt  securities.  The Fund seeks
to achieve its objective by investing,  under normal market conditions, at least
65% of its total assets in debt securities of U.S. issuers that are rated in the
four highest rated  categories by Moody's or S&P, or in unrated  securities that
are  deemed  to be of  comparable  quality  by the  Adviser  ("investment  grade
securities").  The  Fund  may  invest  up to 35% of its  total  assets  in  U.S.
Government Obligations (including  mortgage-backed  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  


                                       19
<PAGE>

securities  that  have  been  downgraded),  or,  if  unrated,  deemed  to  be of
comparable quality by the Adviser,  or in any equity securities of any issuer if
a majority  of the debt  securities  of such  issuer are rated lower than Baa by
Moody's  or BBB  by  S&P.  Securities  rated  BBB  or  Baa  by  S&P or  Moody's,
respectively,  are  considered  to be  speculative  with respect to the issuer's
ability  to make  principal  and  interest  payments.  The  Adviser  continually
monitors the  investments in the Fund's  portfolio and carefully  evaluates on a
case-by-case  basis  whether to dispose of or retain a debt  security  which has
been   downgraded  to  a  rating  lower  than   investment   grade.   See  "Debt
Securities--Risk  Factors" and Appendix A for a  description  of corporate  bond
ratings.

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

TARGET MATURITY 2007 FUND
TARGET MATURITY 2010 FUND

      TARGET  MATURITY  2007  FUND  seeks to  provide a  predictable  compounded
investment  return for  investors  who hold their Fund  shares  until the Fund's
maturity, consistent with preservation of capital.

      TARGET  MATURITY  2010  FUND  seeks to  provide a  predictable  compounded
investment  return for  investors  who hold their Fund  shares  until the Fund's
maturity consistent with the preservation of capital.

      Each  Fund will seek its  objective  by  investing,  under  normal  market
conditions, at least 65% of its total assets in zero coupon securities which are
issued by the U.S. Government and its agencies and  instrumentalities or created
by third parties using securities issued by the U.S. Government and its agencies
and  instrumentalities.  With  respect  to  TARGET  MATURITY  2007  FUND,  these
investments  will mature no later than  December  31, 2007 and,  with respect to
TARGET MATURITY 2010 FUND, these  investments will mature no later than December
31,  2010.  December  31, 2007 and  December  31,  2010 are herein  collectively
referred to as the  "Maturity  Date." On the  Maturity  Date,  each Fund will be
converted to cash and  distributed  or reinvested in another Fund of Life Series
Fund at the investor's choice.

      Each Fund seeks to provide  investors  with a positive total return at the
Maturity  Date  which,  together  with the  reinvestment  of all  dividends  and
distributions,  exceeds  their  original  investment  in a Fund by a  relatively
predictable  amount.  While the risk of fluctuation in the values of zero coupon
securities is greater when the period to maturity is longer,  that risk tends to
diminish as the Maturity Date approaches. Although an investor can redeem shares
at the current net asset value at any time,  any investor who redeems his or her
shares  prior to the Maturity  Date is likely to achieve a different  investment
result than the return that was predicted on the date the  investment  was made,
and may even suffer a significant loss.

      Zero coupon securities are debt obligations that do not entitle the holder
to any periodic  payment of interest  prior to maturity or a specified date when
the securities  begin paying current  interest.  They are issued and traded at a
discount from their face amount or par value.  This 


                                       20
<PAGE>

discount  varies  depending on the time  remaining  until  maturity,  prevailing
interest  rates,  liquidity of the security and the perceived  credit quality of
the issuer. When held to maturity,  the entire return of a zero coupon security,
which  consists of the  accretion  of the  discount,  comes from the  difference
between its issue price and its maturity value.  This difference is known at the
time of purchase,  so investors  holding zero coupon  securities  until maturity
know the amount of their investment return at the time of their investment.  The
market values are subject to greater market  fluctuations from changing interest
rates  prior to  maturity  than the  values of debt  obligations  of  comparable
maturities  that  bear  interest  currently.  See "Zero  Coupon  Securities-Risk
Factors."

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

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

      Each  Fund may  invest  up to 35% of its  total  assets  in the  following
instruments: interest- bearing obligations issued by the U.S. Government and its
agencies and instrumentalities (see "U.S. Government  Obligations"),  including,
for TARGET MATURITY 2007 FUND, zero coupon securities maturing beyond 2007, and,
for TARGET  MATURITY 2010 FUND,  zero coupon  securities  maturing  beyond 2010;
corporate  debt  securities,   including   corporate  zero  coupon   securities;
repurchase  agreements;   and  money  market  instruments  consisting  of  prime
commercial paper, certificates of deposit of domestic branches of U.S. banks and
bankers'  acceptances.  Each Fund may only invest in debt securities  rated A or
better by  Moody's  or S&P or in  unrated  securities  that are  deemed to be of
comparable quality by the Adviser. Debt obligations rated A or better by Moody's
or S&P comprise what are known as high-grade  bonds and are regarded as having a
strong  capacity to repay principal and make interest  payments.  See Appendix A
for a  description  of  corporate  bond  ratings.  Each Fund may also  invest in
restricted  and  illiquid  securities,  make loans of portfolio  securities  and
purchase  securities on a when-issued  basis.  See the SAI for more  information
regarding these types of investments.


                                       21
<PAGE>

UTILITIES INCOME FUND

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

      The  utility  companies  in  which  the  Fund  invests  include  companies
primarily  engaged in the ownership or operation of  facilities  used to provide
electricity,  gas, water or telecommunications  (including telephone,  telegraph
and  satellite,  but not  companies  engaged  in  public  broadcasting  or cable
television).  For these purposes,  "primarily  engaged" means that (1) more than
50% of the company's  assets are devoted to the ownership or operation of one or
more  facilities  as  described  above,  or (2) more  than 50% of the  company's
operating  revenues are derived from the business or  combination  of any of the
businesses  described  above. It should be noted that based on this  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  (including
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 10% 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



                                       22
<PAGE>

by having all of its assets  invested in short-term  fixed income  securities or
retained in cash or cash  equivalents.  See the SAI for a  description  of these
securities.

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

DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS

      AMERICAN  DEPOSITORY  RECEIPTS AND GLOBAL DEPOSITORY  RECEIPTS.  BLUE CHIP
FUND,  INTERNATIONAL  SECURITIES  FUND,  GROWTH FUND,  UTILITIES INCOME FUND and
DISCOVERY FUND may invest in sponsored and  unsponsored  ADRs. ADRs are receipts
typically  issued by a U.S.  bank or trust company  evidencing  ownership of the
underlying securities of foreign issuers, and other forms of depository receipts
for  securities of foreign  issuers.  Generally,  ADRs, in registered  form, are
denominated  in U.S.  dollars and are  designed  for use in the U.S.  securities
markets.  Thus, these securities are not denominated in the same currency as the
securities  into which they may be  converted.  In addition,  the issuers of the
securities  underlying  unsponsored ADRs are not obligated to disclose  material
information in the United States and,  therefore,  there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value to the ADRs.  INTERNATIONAL SECURITIES FUND and
GROWTH FUND may also invest in sponsored and  unsponsored  GDRs. GDRs are issued
globally  and  evidence a similar  ownership  arrangement.  Generally,  GDRs are
designed  for  trading  in  non-U.S.  securities  markets.  ADRs  and  GDRs  are
considered to be foreign securities by each of the above Funds, as appropriate.

      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


                                       23
<PAGE>

maturity at the time of issuance not exceeding nine months, exclusive of days of
grace or any renewal  thereof.  See Appendix A to the SAI for a  description  of
commercial paper ratings.

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

      DEBT  SECURITIES--RISK  FACTORS.  The market value of debt  securities  is
influenced  primarily by changes in the level of interest rates.  Generally,  as
interest rates rise, the market value of debt securities decreases.  Conversely,
as interest rates fall, the market value of debt securities  increases.  Factors
which  could  result in a rise in interest  rates,  and a decrease in the market
value  of debt  securities,  include  an  increase  in  inflation  or  inflation
expectations,  an increase in the rate of U.S.  economic growth, an expansion in
the Federal budget  deficit or an increase in the price of  commodities  such as
oil.  In  addition,  the  market  value  of debt  securities  is  influenced  by
perceptions of the credit risks associated with such securities.  Credit risk is
the risk that  adverse  changes in  economic  conditions  can affect an issuer's
ability to pay principal and interest. 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 attempt to 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."


                                       24
<PAGE>

      EURODOLLAR  CERTIFICATES  OF DEPOSIT.  CASH  MANAGEMENT FUND may invest in
Eurodollar  CDs,  which are issued by London  branches  of  domestic  or foreign
banks.  Such securities  involve risks that differ from  certificates of deposit
issued by domestic branches of U.S. banks.  These risks include future political
and economic developments, the possible imposition of United Kingdom withholding
taxes on interest income payable on the securities,  the possible  establishment
of  exchange  controls,  the  possible  seizure  or  nationalization  of foreign
deposits or the adoption of other foreign  governmental  restrictions that might
adversely affect the payment of principal and interest on such securities.

      FOREIGN  SECURITIES--RISK  FACTORS.  INTERNATIONAL  SECURITIES  FUND, HIGH
YIELD  FUND and  DISCOVERY  FUND may sell a  security  denominated  in a foreign
currency  and retain the  proceeds in that  foreign  currency to use at a future
date (to purchase other  securities  denominated in that currency) or a Fund may
buy foreign currency outright to purchase securities denominated in that foreign
currency at a future date.  Investing in foreign  securities  involves more risk
than  investing in  securities  of U.S.  companies.  Because none of these Funds
intend to hedge their foreign investments,  the Fund will be affected by changes
in exchange  control  regulations  and  fluctuations  in the  relative  rates of
exchange between the currencies of different nations, as well as by economic and
political  developments.  GROWTH FUND may invest in securities issued by foreign
companies  that are  denominated  in U.S.  currency.  Risks  involved in foreign
securities  include  the  following:   there  may  be  less  publicly  available
information about foreign  companies  comparable to the reports and ratings that
are published  about companies in the United States;  foreign  companies are not
generally  subject to  uniform  accounting,  auditing  and  financial  reporting
standards and  requirements  comparable to those  applicable to U.S.  companies;
some foreign stock markets have substantially less volume than U.S. markets, and
securities  of some foreign  companies  are less liquid and more  volatile  than
securities  of  comparable  U.S.   companies;   there  may  be  less  government
supervision  and  regulation  of foreign  stock  exchanges,  brokers  and listed
companies than exist in the United States;  and there may be the  possibility of
expropriation  or  confiscatory  taxation,  political or social  instability  or
diplomatic  developments  which  could  affect  assets of a Fund held in foreign
countries.

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

      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 


                                       25
<PAGE>

value. A strong  economic  downturn or a substantial  period of rising  interest
rates  could  severely  affect the market  for High Yield  Securities.  In these
circumstances,  highly  leveraged  companies  might have greater  difficulty  in
making principal and interest  payments,  meeting projected  business goals, and
obtaining  additional  financing.  Thus,  there could be a higher  incidence  of
default.  This would affect the value of such  securities  and thus a Fund's net
asset value. Further, if the issuer of a security owned by a Fund defaults, that
Fund might incur additional expenses to seek recovery.

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

           THE HIGH YIELD  SECURITIES  MARKET.  The market for below  investment
grade bonds  expanded  rapidly in recent years and its growth  paralleled a long
economic expansion.  In the past, the prices of many lower-rated debt securities
declined  substantially,  reflecting  an  expectation  that many issuers of such
securities might experience financial  difficulties.  As a result, the yields on
lower-rated debt securities rose dramatically.  However,  such higher yields did
not  reflect the value of the income  streams  that  holders of such  securities
expected,  but rather  the risk that  holders  of such  securities  could lose a
substantial  portion  of  their  value  as a result  of the  issuers'  financial
restructuring  or default.  There can be no assurance  that such declines in the
below investment grade market will not reoccur.  The market for below investment
grade bonds  generally  is thinner and less active than that for higher  quality
bonds, which may limit a Fund's ability to sell such securities at fair value in
response to changes in the economy or the financial  markets.  Adverse publicity
and investor perceptions, whether or not based on fundamental analysis, may also
decrease the values and  liquidity of lower rated  securities,  especially  in a
thinly traded market.

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


                                       26
<PAGE>

the investments in a Fund's portfolio and carefully evaluates whether to dispose
of or retain High Yield  Securities  whose  credit  ratings  have  changed.  See
Appendix A for a description of corporate bond ratings.

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

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

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

      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.


                                       27
<PAGE>

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

           STRIPPED MORTGAGE-BACKED SECURITIES. GOVERNMENT FUND, TARGET MATURITY
2007 FUND and TARGET  MATURITY 2010 FUND may invest in stripped  mortgage-backed
securities ("SMBS"),  which are derivative multiclass mortgage securities.  SMBS
are usually  structured with two classes that receive  different  proportions of
the interest  and  principal  distributions  from a pool of mortgage  assets.  A
common type of SMBS will have one class  receiving  most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest while the other class will receive all of the principal.  If the
underlying  Mortgage Assets experience  greater than anticipated  prepayments of
principal,  the Fund may fail to fully  recoup its initial  investment  in these
securities.  The market value of the class  consisting  primarily or entirely of
principal  payments  generally is  unusually  volatile in response to changes in
interest rates.

           RISKS OF MORTGAGE-BACKED  SECURITIES.  Investments in mortgage-backed
securities  entail both market and prepayment risk.  Fixed-rate  mortgage-backed
securities  are priced to reflect,  among other  things,  current and  perceived
interest rate conditions. As conditions change, market values will fluctuate. In
addition, the mortgages underlying  mortgage-backed  securities generally may be
prepaid in whole or in part at the option of the individual  buyer.  Prepayments
of the underlying  mortgages can affect the yield to maturity on mortgage-backed
securities  and, if interest rates decline,  the prepayment may only be invested
at the then  prevailing  lower  interest  rate.  Changes  in market  conditions,
particularly during periods of rapid or unanticipated changes in market interest
rates,  may result in  volatility  and reduced  liquidity of the market value of
certain  mortgage-backed  securities.  CMOs  and  SMBS  involve  similar  risks,
although they may be more volatile and even less liquid.

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


                                       28
<PAGE>

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

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

      Under  current  guidelines  of the  staff  of the SEC,  interest-only  and
principal-only  classes  of  fixed-rate   mortgage-backed  securities  in  which
GOVERNMENT  FUND may invest are considered  illiquid.  However,  such securities
issued by the U.S. Government or one of its agencies or  instrumentalities  will
not be considered  illiquid if the Adviser has  determined  that they are liquid
pursuant to  guidelines  established  by Life Series  Fund's  Board of Trustees.
GOVERNMENT FUND, TARGET MATURITY 2007 FUND and TARGET MATURITY 2010 FUND may not
be able to sell illiquid  securities when the Adviser  considers it desirable to
do so or may  have to sell  such  securities  at a price  lower  than  could  be
obtained  if they were more  liquid.  Also the sale of illiquid  securities  may
require more time and may result in higher  dealer  discounts  and other selling
expenses  than  does the sale of  securities  that  are not  illiquid.  Illiquid
securities may be more difficult to value due to the  unavailability of reliable
market quotations for such securities, and investment in illiquid securities may
have an adverse impact on these Fund's net asset value.

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

      U.S.  GOVERNMENT  OBLIGATIONS.  Securities  issued  or  guaranteed  as  to
principal  or  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


                                       29
<PAGE>

      Administration  and the  Maritime  Administration  and certain  securities
issued by the Farmers Home Administration and the Small Business Administration.
The range of maturities of U.S.  Government  Obligations is usually three months
to thirty years.

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

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

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

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

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

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


                                       30
<PAGE>

      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 and  TARGET  MATURITY  2010 FUND may
fluctuate  over a greater  range than shares of the other Funds or mutual  funds
that invest in debt obligations  having similar maturities but that make current
distributions of interest.

      Zero  coupon  securities  can be  sold  prior  to  their  due  date in the
secondary market at their then prevailing market value,  which depends primarily
on the time remaining to maturity,  prevailing  levels of interest rates and the
perceived credit quality of the issuer.  The prevailing market value may be more
or less than the securities' value at the time of purchase.  While the objective
of both the TARGET MATURITY 2007 FUND and TARGET MATURITY 2010 FUND is to seek a
predictable  compounded  investment  return  for  investors  who hold their Fund
shares until that Fund's maturity,  a Fund cannot assure that it will be able to
achieve a certain  level of return due to the  possible  necessity  of having to
sell  certain  zero coupon  securities  to pay  expenses,  dividends  or to meet
redemptions  at  times  and  at  prices  that  might  be   disadvantageous   or,
alternatively,  the  need to  invest  assets  received  from  new  purchases  at
prevailing  interest rates,  which would expose a Fund to reinvestment  risk. In
addition,  no  assurance  can be given as to the  liquidity  of the  market  for
certain  of  these  securities.  Determination  as  to  the  liquidity  of  such
securities will be made in accordance with guidelines established by Life Series
Fund's Board of Trustees.  In accordance with such guidelines,  the Adviser will
monitor each Fund's  investments in such securities  with  particular  regard to
trading activity,  availability of reliable price information and other relevant
information.


                                       31
<PAGE>

OTHER INVESTMENT POLICIES -- PORTFOLIO TURNOVER


      The increase in interest  rates during 1996 caused the  GOVERNMENT  FUND'S
portfolio to be restructured  during the year. In particular,  increasing  rates
decreased prepayments on mortgage-backed securities,  causing their durations to
increase.  In order to offset the  increase in  duration,  the  GOVERNMENT  FUND
adjusted  its  holdings  in  mortgage-backed  securities.  This  resulted  in  a
portfolio  turnover rate for the fiscal year ended  December 31, 1996 of 199%. A
high rate of portfolio turnover  generally leads to increased  transaction costs
and may result in a greater number of taxable  transactions.  See "Allocation of
Portfolio  Brokerage" in the SAI. The TARGET  MATURITY 2010 FUND  currently does
not expect its annual rate of portfolio turnover to exceed 100%. See the SAI for
the other Funds'  portfolio  turnover rate and for more information on portfolio
turnover.


                                HOW TO BUY SHARES


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


                              HOW TO REDEEM SHARES

      Shares of a Fund may be  redeemed  at the  direction  of  Policyowners  or
Contractowners,  in  accordance  with the terms of the  Policies  or  Contracts.
Redemptions  will  be  made  at the  next  determined  net  asset  value  of the
respective  Fund upon receipt of a proper  request for redemption or repurchase.
Payment  will be made by check as soon as possible  but within  seven days after
presentation.  However,  Life Series  Fund's  Board of Trustees  may suspend the
right of redemption  or postpone the date of payment  during any period when (a)
trading on the NYSE is restricted as determined by the  Securities  and Exchange
Commission  ("SEC") or the NYSE is closed for other than  weekends and holidays,
(b) the SEC has by order  permitted  such  suspension,  or (c) an emergency,  as
defined by rules of the SEC,  exists  during which time the sale or valuation of
portfolio securities held by a Fund is not reasonably practicable.

                                   MANAGEMENT

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

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


                                       32
<PAGE>

Investors Consolidated  Corporation ("FICC") owns all of the voting common stock
of the Adviser and all of the outstanding  stock of First Investors  Corporation
and the Transfer Agent. Mr. Glenn O. Head controls FICC and, therefore, controls
the Adviser.


      As compensation for its services,  the Adviser receives an annual fee from
each Fund,  which is payable  monthly.  For the fiscal year ended  December  31,
1996,  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, 0.60% of average daily net assets,  net of waiver,  for each of
CASH MANAGEMENT FUND,  GOVERNMENT FUND,  INVESTMENT GRADE FUND,  TARGET MATURITY
2007 FUND and  UTILITIES  INCOME FUND and 0.40% of average  daily net assets for
TARGET MATURITY 2010 FUND.


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


      WMC,  located at 75 State Street,  Boston,  MA 02109,  is a  Massachusetts
limited liability  partnership of which Robert W. Doran, Duncan M. McFarland and
John R. Ryan are Managing Partners. WMC is a professional  investment counseling
firm which  provides  investment  services  to  investment  companies,  employee
benefit  plans,   endowment  funds,   foundations  and  other  institutions  and
individuals.  As of December 31, 1996, WMC held investment  management authority
with respect to approximately  $133 billion of assets. Of that amount, WMC acted
as investment  adviser or subadviser to approximately  84 registered  investment
companies  or series of such  companies,  with net assets of  approximately  $90
billion as of December 31, 1996. WMC is not  affiliated  with the Adviser or any
of its affiliates.

      For the  fiscal  year ended  December  31,  1996,  the  Subadviser's  fees
amounted  to 0.31% of  GROWTH  FUND's  average  daily  net  assets  and 0.40% of
INTERNATIONAL  SECURITIES FUND's average daily net assets, all of which was paid
by the Adviser and not by the Funds.


      PORTFOLIO  MANAGERS.  Patricia D. Poitra,  Director of Equities,  has been
primarily  responsible for the day-to-day management of the DISCOVERY FUND since
1988.  Since February 1997, the BLUE CHIP FUND has been co-managed by Ms. Poitra
and Dennis T.  Fitzpatrick.  From October 1994 to February  1997, Ms. Poitra had
primary  responsibility for the day-to-day management of the BLUE CHIP FUND. Ms.
Poitra  and Mr.  Fitzpatrick  also  co-manage  the Blue Chip  Fund of  Executive
Investors  Trust and the Blue  Chip Fund of First  Investors  Series  Fund.  Ms.
Poitra also is responsible for the management of the Special Situations Fund and
the equity portion of the Total Return Fund,  series of First  Investors  Series
Fund, and the U.S.A. Mid-Cap Opportunity Fund of First Investors Series Fund II,
Inc. Ms. Poitra joined FIMCO in 1985 as a Senior Equity Analyst. Mr. Fitzpatrick
joined FIMCO in October  1995 as a Large Cap Analyst.  From July 1995 to October
1995, Mr.  Fitzpatrick was a Regional Surety Manager at United States Fidelity &
Guaranty Co. and from 1988 to 1995 he was Northeast  Surety  Manager at American
International Group.


                                       33
<PAGE>

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

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

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

      Since October 1995, Clark D. Wagner has been primarily responsible for the
day-to-day  management of the GOVERNMENT FUND and the TARGET MATURITY 2007 FUND.
Mr. Wagner has also been primarily  responsible for the day-to-day management of
TARGET MATURITY 2010 FUND since its inception in 1996.  Since he joined FIMCO in
1991,  Mr.  Wagner has been  Portfolio  Manager  for all of the First  Investors
municipal  bond  funds.  Mr.  Wagner  also is  responsible  for  the  day-to-day
management of First  Investors  Government  Fund, Inc. Mr. Wagner has been Chief
Investment Officer of FIMCO since 1992.

      Since April 1, 1994,  INTERNATIONAL  SECURITIES  FUND has been  managed by
WMC's Global Equity  Strategy  Group, a group of global  portfolio  managers and
senior investment professionals headed by Trond Skramstad.  Prior to joining WMC
as a portfolio  manager in 1993, Mr. Skramstad was a global portfolio manager at
Scudder, Stevens & Clark since 1990.

                        DETERMINATION OF NET ASSET VALUE

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


                                       34
<PAGE>

      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

      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. 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  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  intends to  continue to qualify  for  treatment  as a regulated
investment  company ("RIC") under  Subchapter M of the Internal  Revenue Code of
1986, as amended ("Code"),  so that it will be relieved of Federal income tax on
that part of its investment company taxable income (consisting  generally of net
investment income, net short-term capital gain and, for INTERNATIONAL SECURITIES
FUND and HIGH YIELD FUND, net gains from certain foreign currency  transactions)
and net capital gain that is distributed to its shareholders.

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

      Each  Fund  intends  to  continue  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 Funds 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


                                       35
<PAGE>

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 eleven separate and distinct series. Life
Series Fund does not hold annual shareholder  meetings. If requested to do so by
the holders of at least 10% of Life Series Fund's outstanding  shares, the Board
of  Trustees  will call a  special  meeting  of  shareholders  for any  purpose,
including the removal of Trustees.

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

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

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

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

      ANNUAL AND SEMI-ANNUAL  REPORTS TO SHAREHOLDERS.  It is Life Series Fund's
practice  to mail only one copy of its  annual  and  semi-annual  reports to any
address at which more than one shareholder with the same last name has indicated
that mail is to be delivered. Additional copies of the reports will be mailed if
requested in writing or by telephone by any shareholder.


                                       36
<PAGE>

                                   APPENDIX A
                      DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS GROUP

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

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

      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.


                                       37
<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.


                                       38
<PAGE>

MOODY'S INVESTORS SERVICE, INC.

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

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

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

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

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

      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.


                                       39
<PAGE>

                                TABLE OF CONTENTS


Financial Highlights......................................................   4
Investment Objectives and Policies........................................  11
How to Buy Shares.........................................................  31
How to Redeem Shares......................................................  31
Management................................................................  31
Determination of Net Asset Value..........................................  33
Dividends and Other Distributions.........................................  34
Taxes.....................................................................  34
General Information.......................................................  35
Appendix A................................................................  36



INVESTMENT ADVISER                        CUSTODIANS
First Investors Management                The Bank of New York
  Company, Inc.                           48 Wall Street
95 Wall Street                            New York, NY  10286
New York, NY  10005
                                          Brown Brothers
SUBADVISER                                   Harriman & Co.
Wellington Management                     40 Water Street
  Company, LLP                            Boston, MA  02109
75 State Street
Boston, MA  02109                         AUDITORS
                                          Tait, Weller & Baker
TRANSFER AGENT                            Two Penn Center Plaza
Administrative Data                       Philadelphia, PA  19102-1707
  Management Corp.
581 Main Street                           LEGAL COUNSEL
Woodbridge, NJ  07095-1198                Kirkpatrick & Lockhart LLP
                                          1800 Massachusetts Avenue, N.W.
                                          Washington, D.C.  20036



This  Prospectus  is intended to constitute an offer by Life Series Fund only of
the  securities  of which it is the issuer and is not intended to  constitute an
offer by any Fund of the securities of any other Fund whose  securities are also
offered by this Prospectus. No Fund intends to make any representation as to the
accuracy or completeness  of the disclosure in this  Prospectus  relating to any
other Fund. No dealer,  salesman or any other person has been authorized to give
any  information or to make any  representations  other than those  contained in
this  Prospectus  or the Statement of  Additional  Information,  and if given or
made, such information and representation must not be relied upon as having been
authorized by Life Series Fund,  First Investors  Corporation,  or any affiliate
thereof.  This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the shares  offered  hereby in any state to any person
to whom it is unlawful to make such offer in such state.

<PAGE>


First Investors
Life Series Fund
- -----------------------
Blue Chip Fund
Cash Management Fund
Discovery Fund
Government Fund
Growth Fund
High Yield Fund
International Securities Fund
Investment Grade Fund
Target Maturity 2007 Fund
Target Maturity 2010 Fund
Utilities Income Fund


Prospectus

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

April 30, 1997


First Investors Logo


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

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

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

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

The following language appears on the lefthand side.


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

First Investors Logo (as described above)
A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK


LIFE325

<PAGE>


                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C

                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS

                                   OFFERED BY

                     FIRST INVESTORS LIFE INSURANCE COMPANY


            STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 1997


         This Statement of Additional Information is not a Prospectus and should
be read in conjunction  with the  Prospectus  for First  Investors Life Variable
Annuity  Fund C,  dated  April 30,  1997,  which may be  obtained  at no cost by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005, or by telephoning (212) 858-8200.






                                TABLE OF CONTENTS

                                                                          Page


         General Description............................................     2
         Services.......................................................     2
         Annuity Payments...............................................     4
         Other Information..............................................     5
         Performance Information........................................     6
         Relevance of Financial Statements..............................    10
         Appendices.....................................................    11
         Financial Statements...........................................    16




                                       1
<PAGE>

                               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"), a holding company,
owns all of the voting common stock of First Investors Management Company,  Inc.
("FIMCO" or "Adviser") and all of the outstanding stock of First Investors Life,
First Investors  Corporation ("FIC" or "Underwriter")  and  Administrative  Data
Management Corp., the transfer agent for First Investors Life Series Fund ("Life
Series  Fund").  Mr.  Glenn O.  Head,  Chairman  of  FICC,  controls  FICC  and,
therefore, controls the Adviser and First Investors Life.

         SEPARATE  ACCOUNT C.  First  Investors  Life  Variable  Annuity  Fund C
("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 segregated
from the assets of First  Investors Life, and that portion of such assets having
a value  equal  to,  or  approximately  equal  to,  the  reserves  and  contract
liabilities under the Contracts are not chargeable with liabilities  arising out
of any other business of First Investors Life.  Separate Account C is registered
with the Securities and Exchange Commission  ("Commission") as a unit investment
trust under the Investment Company Act of 1940, as amended (the "1940 Act"), but
such  registration  does not involve any  supervision  by the  Commission of the
management or investment practices or policies of Separate Account C.


         The assets of  Separate  Account C are  invested  at net asset value in
shares of the corresponding  series (each a "Fund" and collectively  "Funds") of
Life Series Fund. For example, the Blue Chip Subaccount invests in the Blue Chip
Fund, the Government  Subaccount  invests in the Government Fund, and so on. The
Life Series Fund's Prospectus  describes the risks attendant to an investment in
each Fund of Life  Series  Fund.  The eleven  Funds of Life  Series  Fund may be
referred to as: First  Investors Life Blue Chip Fund,  First Investors Life Cash
Management  Fund,  First  Investors Life Discovery  Fund,  First  Investors Life
Government  Fund,  First  Investors Life Growth Fund,  First Investors Life High
Yield Fund, First Investors Life International  Securities Fund, First Investors
Life  Investment  Grade Fund,  First  Investors Life Target  Maturity 2007 Fund,
First  Investors  Life  Target  Maturity  2010  Fund and  First  Investors  Life
Utilities Income Fund.

                                    SERVICES

         CUSTODIAN.  First  Investors  Life,  subject  to  applicable  laws  and
regulations,  is the custodian of the securities of the  Subaccounts of Separate
Account  C. The  assets of the  Subaccounts  of  Separate  Account C are held by
United States Trust Company of New York, 114 W. 47th Street,  New York, New York
10036  under  a  safekeeping  arrangement.  Under  the  terms  of a  Safekeeping
Agreement dated December 13, 1979 between First Investors Life and United States
Trust Company of New York, securities and similar investments of the Subaccounts
of Separate  Account C shall be deposited in the  safekeeping  of United  States
Trust Company of New York.  First  Investors Life is responsible for the payment
of all expenses of, and compensation to, United States Trust Company of New York
in such amounts as may be agreed upon from time to time.


         INDEPENDENT PUBLIC  ACCOUNTANTS.  Tait, Weller & Baker, Two Penn Center
Plaza,  Philadelphia,  PA 19102,  independent certified public accountants,  has
been  selected as the  independent  accountants  for  Separate  Account C. First
Investors  Life pays Tait,  Weller & Baker a fee for serving as the  independent
accountants  for Separate  Account C which is set by the Audit  Committee of the
Board of Directors of First Investors Life.

         ADVISER.  Investment  advisory  services  to each Fund are  provided by
First Investors  Management  Company,  Inc., 95 Wall Street,  New York, NY 10005
pursuant to an Investment  Advisory Agreement dated June 13, 1994 (the "Advisory
Agreement").  The Advisory Agreement was approved, with respect to each Fund, by
Life Series  Fund's Board of Trustees,  including a majority of the Trustees who
are not parties to the Advisory Agreement or "interested persons" (as defined in
the 1940 Act) of 



                                       2
<PAGE>

any such  party,  in person  at a meeting  called  for such  purpose  and by the
shareholders of each Fund.

         Pursuant to the Advisory  Agreement,  FIMCO shall  supervise and manage
each  Fund's  investments,  determine  each  Fund's,  other than Growth Fund and
International  Securities Fund, portfolio transactions and supervise all aspects
of each Fund's operations, subject to review by Life Series Fund's Trustees. The
Advisory  Agreement  also provides that FIMCO shall provide Life Series Fund and
each Fund with certain executive,  administrative and clerical personnel, office
facilities  and  supplies,  conduct the business and details of the operation of
each Fund and  assume  certain  expenses  thereof,  other  than  obligations  or
liabilities  of a  Fund,  such  as  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.

         Under the Advisory Agreement, each Fund pays the Adviser an annual fee,
paid monthly, according to the following schedule:
                                                                 Annual
Average Daily Net Assets                                          Rate

Up to $250 million................................................0.75%
In excess of $250 million up to $500 million..................... 0.72
In excess of $500 million up to $750 million..................... 0.69
Over $750 million................................................ 0.66

This fee is calculated separately for each Fund.


      For the fiscal  years ended  December 31,  1994,  1995 and 1996,  the Life
Series  Fund  paid  the  Adviser   $1,221,680,   $1,679,095,   and   $2,613,738,
respectively, in advisory fees.


      SUBADVISER.  Investment  subadvisory  services are provided to Growth Fund
and  International  Securities Fund by Wellington  Management  Company ("WMC" or
"Subadviser")  pursuant  to a  Subadvisory  Agreement  dated June 13,  1994 (the
"Subadvisory  Agreement").  The Subadvisory Agreement was approved, with respect
to each Fund, by Life Series  Fund's Board of Trustees,  including a majority of
the Trustees  who are not parties to the  Subadvisory  Agreement or  "interested
persons" (as defined in the 1940 Act) of any such party,  in person at a meeting
called for such purpose and by the shareholders of Growth Fund and International
Securities  Fund. The Subadvisory  Agreement  provides that WMC shall manage the
investment  operations of each Fund subject to the oversight and  supervision of
the Adviser and the Board of Trustees.

      Under the Subadvisory Agreement,  the Adviser will pay to the Subadviser a
fee at an annual  rate of 0.400% of the  average  daily net  assets of each Fund
allocated to WMC up to and including  $50 million;  0.275% of such average daily
net assets in excess of $50 million up to and including $150 million;  0.225% of
such average daily net assets in excess of $150 million up to and including $500
million;  and 0.200% of such average daily net assets in excess of $500 million.
This fee is calculated separately for each Fund.


      UNDERWRITER. First Investors Life and Separate Account C have entered into
an Underwriting Agreement with First Investors Corporation. FIC, an affiliate of
First Investors Life, and of the Adviser has its principal  business  address at
95 Wall Street,  New York, New York 10005.  For the fiscal years ending December
31,  1994,  1995 and 1996,  FIC received  fees of  $2,609,538,  $3,768,771,  and
$4,512,351,  respectively,  in connection with the distribution of the Contracts
in a continuous offering.


      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.


                                       3
<PAGE>



                                ANNUITY PAYMENTS

         VALUE OF AN ACCUMULATION  UNIT. For each Subaccount of Separate Account
C, the value of an Accumulation  Unit was  arbitrarily  initially set at $10.00.
The  value  of an  Accumulation  Unit for any  subsequent  Valuation  Period  is
determined by multiplying the value of an Accumulation  Unit for the immediately
preceding Valuation Period by the Net Investment Factor for the Valuation Period
for which the  Accumulation  Unit Value is being  calculated  (see  Appendix  I,
Example B). The investment  performance of each Fund, expenses and deductions of
certain charges affect the Accumulation Unit Value. The value of an Accumulation
Unit for the  Subaccounts  may  increase or decrease  from  Valuation  Period to
Valuation Period.

      NET INVESTMENT  FACTOR.  The Net Investment Factor for each Subaccount for
any Valuation  Period is determined by dividing (a) by (b) and  subtracting  (c)
from the result, where:

(a)      is the net result of:

         (1)      the  net  asset  value  per  share  of  the  applicable   Fund
                  determined at the end of the current Valuation Period, plus

         (2)      the  per  share  amount  of  any  dividend  or  capital  gains
                  distributions made by the applicable Fund if the "ex-dividend"
                  date occurs during the current Valuation Period.

(b)      is the net asset value per share of the applicable  Fund  determined as
         of the end of the immediately preceding Valuation Period.

(c)      is a factor representing the charges deducted for mortality and expense
         risks.  Such  factor is equal on an annual  basis to 1.00% of the daily
         net  asset  value  of  the  applicable   Subaccount.   This  percentage
         represents approximately 0.6% charge for the mortality risk assumed and
         0.4% charge for the expense risk assumed.

         The Net  Investment  Factor  may be  greater  or  less  than  one,  and
therefore,  the value of an Accumulation Unit for any Subaccount may increase or
decrease. (For an illustration of this calculation, see Appendix I, Example A.)

         VALUE OF AN ANNUITY UNIT.  For each  Subaccount of Separate  Account C,
the value of an Annuity Unit was arbitrarily  initially set at $10.00. The value
of an  Annuity  Unit  for any  subsequent  Valuation  Period  is  determined  by
multiplying  the  Annuity  Unit Value for the  immediately  preceding  Valuation
Period by the Net  Investment  Factor  for the  Valuation  Period  for which the
Annuity  Unit  Value is being  calculated,  and  multiplying  the  result  by an
interest factor to offset the effect of an investment  earnings rate of 3.5% per
annum, which is assumed in the Annuity Tables contained in the Contract. (For an
illustration of this calculation, see Appendix III, Example A.)

         AMOUNT OF ANNUITY PAYMENTS.  When annuity payments are to commence, the
Accumulated  Value to be applied to a variable annuity option will be determined
by multiplying  the value of an  Accumulation  Unit for the Valuation Date on or
immediately  preceding the seventh day before the Annuity  Commencement  Date by
the number of Accumulation  Units owned. This seven day period is used to permit
calculation  of amounts of annuity  payments and mailing of checks in advance of
the due date. At that time any applicable Premium taxes not previously  deducted
will be deducted from the  Accumulated  Value to determine  the Net  Accumulated
Value.  The resultant  value is then applied to the Annuity  Tables set forth in
the Contract to determine the amount of the first monthly annuity  payment.  The
Contract  contains  Annuity Tables setting forth the amount of the first monthly
installment for each $1,000 of Accumulated  Value applied.  These Annuity Tables
vary according to the Annuity Option selected by the Contractowner and according
to the sex and  adjusted  age of the  Annuitant  and any Joint  Annuitant at the
Annuity  Commencement  Date. The Contract contains a formula for determining the
adjusted age, and the Annuity Tables are determined from the Progressive Annuity
Table with interest at 3.5% per year and assumes births prior to 1900,  adjusted
by a  setback  of 


                                       4
<PAGE>

four years of age for persons born 1900 and later and an  additional  setback of
one year of age for each  completed  5 years by which the year of birth is later
than 1900.  Annuity  Tables used by other  insurers may provide  greater or less
benefits to the Annuitant.

         The dollar amount of the first monthly Variable  Payment,  based on the
Subaccount  determined as above,  is divided by the value of an Annuity Unit for
the Subaccount  for the Valuation  Date on or immediately  preceding the seventh
day before the  Annuity  Commencement  Date to  establish  the number of Annuity
Units  representing  each monthly payment under the  Subaccount.  This seven day
period is used to permit  calculation of amounts of annuity payments and mailing
of checks in advance of the due date. This number of Annuity Units remains fixed
for  all  variable  annuity  payments.  The  dollar  amount  of the  second  and
subsequent  variable  annuity  payments is determined by  multiplying  the fixed
number of Annuity Units for the Subaccount by the applicable value of an Annuity
Value for the Valuation Date on or immediately  preceding the seventh day before
the due date of the  payment.  The value of an  Annuity  Unit will vary with the
investment  performance of the corresponding  Fund, and,  therefore,  the dollar
amount of the second and subsequent  variable  annuity  payments may change from
month to  month.  (For an  illustration  of the  calculation  of the  first  and
subsequent Variable Payments, see Appendix III, Examples B, C and D.)

         A fixed annuity is an annuity with annuity  payments which remain fixed
as to dollar  amount  throughout  the payment  period and is based on an assumed
interest rate of 3.5% per year built into the Annuity Tables in the Contract.

                                OTHER INFORMATION

         TIME OF PAYMENTS.  All payments due under the Contracts will ordinarily
be made within seven days of the payment due date or within seven days after the
date of receipt of a request  for partial  surrender  or  termination.  However,
First  Investors  Life reserves the right to suspend or postpone the date of any
payment due under the  Contracts  (1) for any period  during  which the New York
Stock  Exchange  ("NYSE") is closed  (other than  customary  weekend and holiday
closings) or during which trading on the NYSE, as determined by the  Commission,
is  restricted;  (2) for any period during which an emergency,  as determined by
the  Commission,  exists as a result of which disposal of securities held by the
Fund are not reasonably practical or it is not reasonably practical to determine
the  value of the  Fund's  net  assets;  or (3) for such  other  periods  as the
Commission may by order permit for the protection of security  holders or as may
be permitted under the 1940 Act.

         REPORTS  TO  CONTRACTOWNERS.  First  Investors  Life  will mail to each
Contractowner,  at the last known  address of record at the Home Office of First
Investors Life, at least annually,  a report  containing such information as may
be  required  by  any  applicable  law  or  regulation  and a  statement  of the
Accumulation  Units  credited  to the  Contract  for  each  Subaccount  and  the
Accumulation Unit Values.  In addition,  latest available reports of Life Series
Fund will be mailed to each Contractowner.

         ASSIGNMENT.  Any  amounts  payable  under  the  Contracts  may  not  be
commuted,  alienated,  assigned or otherwise  encumbered before they are due. To
the extent permitted by law, no such payments shall be subject in any way to any
legal  process to subject them to payment of any claims  against any  Annuitant,
Joint Annuitant or Beneficiary. The Contracts may be assigned.



                                       5
<PAGE>

                             PERFORMANCE INFORMATION

         Separate  Account C may advertise the performance of the Subaccounts in
various ways.

         The yield for a Subaccount  (other than Cash Management  Subaccount) is
presented for a specified thirty-day period (the "base period").  Yield is based
on the  amount  determined  by  (i)  calculating  the  aggregate  amount  of net
investment  income  earned by the Fund  during  the base  period  less  expenses
accrued for that period (net of reimbursement), and (ii) dividing that amount by
the  product  of (A) the  average  daily  number  of  Accumulation  Units of the
Subaccount  outstanding  during  the  base  period  and (B) the  maximum  public
offering  price per  Accumulation  Unit on the last day of the base period.  The
result is annualized  by  compounding  on a  semi-annual  basis to determine the
Subaccount's  yield. For this  calculation,  interest earned on debt obligations
held by the underlying Fund is generally  calculated using the yield to maturity
(or first expected call date) of such  obligations  based on their market values
(or,  in the case of  receivables-backed  securities  such as  GNMA's,  based on
cost).  Dividends  on equity  securities  are accrued  daily at their  estimated
stated dividend rates.

         A Subaccount's "average annual total return" ("T") is an average annual
compounded  rate of return.  The  calculation  produces an average  annual total
return  for the  number of years  measured.  It is the rate of  return  based on
factors which include a  hypothetical  initial  investment of $1,000 ("P" in the
formula  below)  over a number of years  ("n") with an Ending  Redeemable  Value
("ERV") of that investment, according to the following formula:

                  T=[(ERV/P)1/n]-1

         The "total return" uses the same factors, but does not average the rate
of return on an annual basis. Total return is determined as follows:

                  [ERV-P]/P  = TOTAL RETURN

         In providing such  performance  data,  each  Subaccount will assume the
payment of the maximum  sales charge of 7.00% (as a  percentage  of the purchase
payment) on the initial  investment and the payment of the Mortality and Expense
Risk Fee of 1.00%  ("P").  Each  Subaccount  will  assume that during the period
covered all dividends and capital gain distributions are paid at net asset value
per  Accumulation  Unit,  and that the  investment is redeemed at the end of the
period.


         Average  annual total return and total return  computed at the offering
price for the periods ended December 31, 1996 for each  Subaccount are set forth
in the tables below:




                                       6
<PAGE>

AVERAGE ANNUAL TOTAL RETURN1


                                                                  Life of
                                        One Year   Five Years   Subaccount1
Blue Chip Subaccount                     11.86%      10.41%        13.55%
Discovery Subaccount                      3.57       11.35         18.22
Government Subaccount                    (4.60)       N/A           3.47
Growth Subaccount                        14.57        9.22         13.76
High Yield Subaccount                     3.63        9.43         12.50
International Securities  Subaccount      6.13        7.60          8.77
Investment Grade Subaccount              (5.26)       N/A           4.83
Target Maturity 2007 Subaccount          (9.92)       N/A           5.64
Target Maturity 2010 Subaccount           N/A         N/A           3.14
Utilities Income Subaccount                .88        N/A           5.61


TOTAL RETURN1


                                                                  Life of
                                        One Year    Five Years  Subaccount2
Blue Chip Subaccount                     11.86%        64.08%     120.19%
Discovery Subaccount                      3.57         71.20      182.94
Government Subaccount                    (4.60)        N/A         18.55
Growth Subaccount                        14.57         55.45      122.79
High Yield Subaccount                     3.63         56.95      107.84
International Securities  Subaccount      6.13         44.23       68.59
Investment Grade Subaccount              (5.26)        N/A         26.49
Target Maturity 2007 Subaccount          (9.92)        N/A          9.68
Target Maturity 2010 Subaccount            N/A         N/A          3.14
Utilities Income Subaccount                .88         N/A         18.62

      Average  annual  total  return  and  total  return  may  also be  based on
investment at reduced  sales charge levels or at net asset value.  Any quotation
of return not  reflecting  the maximum  sales charge will be greater than if the
maximum sales charge were used.  Average annual return and total return computed
at net asset value for the periods ended  December 31, 1996 for each  Subaccount
are set forth in the tables below:

- --------
1     The return figures assume the current maximum sales charge of 7.00%. Prior
      to December 30, 1991, the maximum sales charge for Separate  Account C was
      7.25%.  Some of the  expenses  for the  underlying  Funds  were  waived or
      reimbursed  from  commencement  of operations  through  December 31, 1996.
      Accordingly, return figures for the Subaccounts are higher than they would
      have been had such expenses not been waived or reimbursed.

2     The  inception  dates  for  the  Subaccounts  are as  follows:  Blue  Chip
      Subaccount,  Cash  Management  Subaccount,  Discovery  Subaccount,  Growth
      Subaccount,  High Yield Subaccount and International Securities Subaccount
      - October 16, 1990;  Government Subaccount and Investment Grade Subaccount
      - January 7, 1992; Utilities Income Subaccount - November 16, 1993; Target
      Maturity 2007 Subaccount - April 24, 1995; Target Maturity 2010 Subaccount
      - April 29, 1996.




                                       7
<PAGE>

AVERAGE ANNUAL TOTAL RETURN1


                                                                       Life of
                                          One Year    Five Years     Subaccount2
Blue Chip Subaccount                       20.29%       12.03%          14.88%
Discovery Subaccount                       11.36        12.98           19.61
Government Subaccount                       2.57          N/A            4.98
Growth Subaccount                          23.19        10.82           15.10
High Yield Subaccount                      11.43        11.03           13.82
International Securities  Subaccount       14.10         9.17           10.05
Investment Grade Subaccount                 1.84          N/A            6.36
Target Maturity 2007 Subaccount            (3.16)         N/A           10.27
Target Maturity 2010 Subaccount              N/A          N/A           10.90
Utilities Income Subaccount                 8.44          N/A            8.08


TOTAL RETURN1



                                                                       Life of
                                          One Year    Five Years     Subaccount2
Blue Chip Subaccount                       20.92%       76.43%         136.71%
Discovery Subaccount                       11.36        84.12          204.19
Government Subaccount                       2.57          N/A           27.44
Growth Subaccount                          23.19        67.17          139.60
High Yield Subaccount                      11.43        68.72          123.51
International Securities  Subaccount       14.10        55.05           81.30
Investment Grade Subaccount                 1.84          N/A           35.97
Target Maturity 2007 Subaccount            (3.16)         N/A           17.91
Target Maturity 2010 Subaccount              N/A          N/A           10.90
Utilities Income Subaccount                 8.44          N/A           27.52


      Return  information may be useful to investors in reviewing a Subaccount's
performance.  However,  the total  return and average  annual  total return will
fluctuate  over time and the return  figures for any given past period is not an
indication or  representation by Separate Account C of future rates of return of
any Subaccount.

      At times,  the Adviser may reduce its compensation or assume expenses of a
Fund in order to reduce such Fund's  expenses.  Any such waiver or reimbursement
would increase the corresponding  Subacount's total return, average annual total
return and yield during the period of the waiver or reimbursement.

         Each  Subaccount may include in  advertisements  and sales  literature,
examples,  information  and  statistics  that  illustrate  the effect of taxable
versus tax-deferred  compounding income at a fixed 

- --------
1     The return figures assume the current maximum sales charge of 7.00%. Prior
      to December 30, 1991, the maximum sales charge for Separate  Account C was
      7.25%.  Some of the  expenses  for the  underlying  Funds  were  waived or
      reimbursed  from  commencement  of operations  through  December 31, 1996.
      Accordingly, return figures for the Subaccounts are higher than they would
      have been had such expenses not been waived or reimbursed.

2     The  inception  dates  for  the  Subaccounts  are as  follows:  Blue  Chip
      Subaccount,  Cash  Management  Subaccount,  Discovery  Subaccount,  Growth
      Subaccount,  High Yield Subaccount and International Securities Subaccount
      - October 16, 1990;  Government Subaccount and Investment Grade Subaccount
      - January 7, 1992; Utilities Income Subaccount - November 16, 1993; Target
      Maturity 2007 Subaccount - April 24, 1995; Target Maturity 2010 Subaccount
      - April 29, 1996.


                                       8
<PAGE>

rate of return to demonstrate  the growth of an investment  over a stated period
of time resulting from the payment of dividends and capital gains  distributions
in additional  Accumulation Units. The examples may include hypothetical returns
comparing  taxable  versus  tax-deferred  growth which would  pertain to an IRA,
Section 403(b)(7) Custodial Account or other qualified  retirement program.  The
examples used will be for illustrative purposes only and are not representations
by any Subaccount of past or future yield or return of any of the Subaccounts.

         From time to time,  in reports  and  promotional  literature,  Separate
Account  C may  compare  the  performance  of its  Subaccounts  to,  or cite the
historical  performance of, other variable annuities.  The performance  rankings
and ratings of variable  annuities reported in L-VIPPAS,  a monthly  publication
for  insurance  companies  and money  managers  published  by Lipper  Analytical
Services,  Inc. and in Morningstar  Variable Annuity  Performance Report, also a
monthly publication published by Morningstar,  Inc., may be used.  Additionally,
performance  rankings and ratings  reported  periodically in national  financial
publications such as MONEY, FORBES,  BUSINESS WEEK,  BARRON'S,  FINANCIAL TIMES,
CHANGING  TIMES,  FORTUNE,  NATIONAL  UNDERWRITER,   etc.,  may  also  be  used.
Quotations from articles  appearing in daily newspaper  publications such as THE
NEW YORK  TIMES,  THE WALL  STREET  JOURNAL  and THE NEW YORK  DAILY NEWS may be
cited.

         DETERMINATION  OF  CURRENT  AND  EFFECTIVE  YIELD.  Separate  Account C
provides  current yield  quotations for the Cash Management  Subaccount based on
the underlying  Fund's daily dividends.  The underlying Fund declares  dividends
from net investment income daily and pays them monthly.

         For purposes of current yield  quotations,  dividends per  Accumulation
Unit for a  seven-day  period are  annualized  (using a 365-day  year basis) and
divided by the average value of an Accumulation Unit for the seven-day period.

         The current yield quoted will be for a recent seven day period. Current
yields will fluctuate from time to time and are not  necessarily  representative
of future results.  The investor should remember that yield is a function of the
type and quality of the  instruments  in the portfolio,  portfolio  maturity and
operating  expenses.  Current yield  information is useful in reviewing the Cash
Management  Subaccount's  performance but, because current yield will fluctuate,
such  information  may not provide a basis for comparison  with bank deposits or
other  investments  which may pay a fixed yield for a stated  period of time, or
other  investment  companies,  which may use a different  method of  calculating
yield.

         In addition to providing current yield  quotations,  Separate Account C
provides  effective yield  quotations for the Cash  Management  Subaccount for a
base period return of seven days. An effective  yield quotation is determined by
a formula which requires the compounding of the unannualized base period return.
Compounding  is computed  by adding 1 to the  unannualized  base period  return,
raising the sum to a power equal to 365 divided by 7 and  subtracting 1 from the
result.



                                       9
<PAGE>


         The following is an example,  for purposes of illustration only, of the
current and effective yield  calculation for the seven day period ended December
31, 1996.

         Dividends  per  accumulation  unit from net  investment  
         income  (seven calendar days ended December 31, 1996) 
         (Base Period).........................................      $.000943756

         Annualized (365 day basis)*...........................      $.049210134
         Average value per accumulation unit for the
         seven calendar days ended December 31, 1996...........            $1.00
         Annualized historical yield per accumulation unit for the
         seven calendar days ended December 31, 1996...........            4.92%
         Effective Yield**.....................................            5.03%
         Weighted average life to maturity of the
         portfolio on December 31, 1996 was 42 days


         The  figures in the above  example do not  include  the  maximum  sales
charge of 7.00%.  Accordingly,  all yield  quotations are higher than they would
have been had such expense been included.

         Separate Account C's Prospectus and Statement of Additional Information
may be in use for a full year and,  accordingly,  it can be expected that yields
will fluctuate substantially from the example shown above.

                        RELEVANCE OF FINANCIAL STATEMENTS

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

- ----------
*     This  represents  the  average of  annualized  net  investment  income per
      accumulation unit for the seven calendar days ended December 31, 1996.
**    Effective Yield = [(Base Period Return + 1) 365/7] - 1

                                       10
<PAGE>

                                   APPENDICES




                                       11
<PAGE>

                                   APPENDIX I


                                    EXAMPLE A
                    FORMULA AND ILLUSTRATION FOR DETERMINING
                    THE NET INVESTMENT FACTOR OF A SUBACCOUNT
                              OF SEPARATE ACCOUNT C



Net Investment Factor=   A + B
                         ----- -D
                           C

Where:

A =  The  Net  Asset  Value  of a  Fund  share  as of the  end of the  current
     Valuation Period.
     Assume................................................... =     $8.51000000
B =  The per share amount of any dividend or capital gains distribution
     since the end of the immediately preceding Valuation Period.
     Assume................................................... =              0
C =  The Net Asset Value of a Fund share as of the end of the immediately
     preceding Valuation Period.
     Assume................................................... =     $8.39000000
D =  The daily deduction for mortality and expense risks, which totals 1.0%
     on an annual basis.
     On a daily basis......................................... =       .00002740

Then, the Net Investment Factor = 8.51000000 + 0 - .00002740.. =      1.01427534
                                  --------------
                                    8.39000000


                                    EXAMPLE B
                    FORMULA AND ILLUSTRATION FOR DETERMINING
                     ACCUMULATION UNIT VALUE OF A SUBACCOUNT
                              OF SEPARATE ACCOUNT C

Accumulation Unit Value = A x B Where:

A = The  Accumulation  Unit Value for the immediately  preceding  Valuation
    Period.
    Assume.................................................... =     $1.46328760
B = The Net Investment Factor for the current Valuation Period.
    Assume.................................................... =      1.01427534

Then, the Accumulation Unit Value = $1.46328760 x 1.01427534.. =      1.48417653




                                       12
<PAGE>

                                   APPENDIX II

                                    EXAMPLE A
                    FORMULA AND ILLUSTRATION FOR DETERMINING
                           DEATH BENEFIT PAYABLE UNDER
                    ANNUITY OPTION 4-UNIT REFUND LIFE ANNUITY


Upon the death of the Annuitant,  the designated  Beneficiary  under this option
will  receive  under a  Separate  Account a lump sum death  benefit  of the then
dollar value of a number of Annuity Units computed using the following formula:

                          A               A
Annuity Units Payable =  ---  -(CxD), if --- is greater than CxD
                          B               B

Where:              

A = The Net Accumulated  Value applied on the Annuity  Commencement Date
    to purchase the Variable Annuity.
    Assume.................................................... =      $20,000.00

B = The Annuity Unit Value at the Annuity Commencement Date.
    Assume.................................................... =     $1.08353012

C = The number of Annuity Units represented by each payment made.
    Assume.................................................... =    116.61488844

D = The total number of monthly  Variable Annuity Payments made prior to
    the Annuitant's death.
    Assume.................................................... =              30

Then the number of Annuity Units Payable:

                      $20,000.00   -  (116.61488844 x 30)
                     -----------
                     $1.08353012

                 =   18,458.18554633  -  3,498.44665320

                 =   14,959.73889313


If the value of an Annuity Unit on the date of receipt of  notification of death
was $1.12173107  then the amount of the death benefit under the Separate Account
would be:

        14, 959.73889313 x $1.12173107 = $16,780.80




                                       13
<PAGE>

                                  APPENDIX III

                                    EXAMPLE A

                    FORMULA AND ILLUSTRATION FOR DETERMINING
                              ANNUITY UNIT VALUE OF
                               SEPARATE ACCOUNT C


Annuity Unit Value = A x B x C

Where:

A = Annuity Unit Value of the immediately preceding Valuation Period.
    Assume................................................. =        $1.10071211

B = Net Investment Factor for the Valuation Period for which the Annuity
    Unit is being calculated.
    Assume................................................. =         1.00083530

C = A factor to  neutralize  the assumed  interest  rate of 3 1/2% built
    into the Annuity Tables used.
    Daily factor equals.................................... =         0.99990575

Then, the Annuity Value is:

        $1.10071211 x 1.00083530 x 0.99990575 = $1.10152771


                                    EXAMPLE B

                    FORMULA AND ILLUSTRATION FOR DETERMINING
              AMOUNT OF FIRST MONTHLY VARIABLE ANNUITY PAYMENT FROM
                               SEPARATE ACCOUNT C

First Monthly Variable Annuity Payment =   A      x B
                                         ----
                                        $1,000

Where:

A = The Net Accumulated  Value  allocated to Separate  Account C for the
    Valuation Date on or immediately  preceding the seventh day before the
    Annuity Commencement Date.
    Assume................................................  =         $20,000.00

B = The Annuity purchase rate per $1,000 based upon the option selected,
    the sex and  adjusted  age of the  Annuitant  according to the Annuity
    Tables contained in the Contract.
    Assume................................................  =              $6.40

Then, the first Monthly Variable Payment = $20,000 x $6.40 = $128.00
                                            -----
                                            $1,000




                                       14
<PAGE>

                                    EXAMPLE C

                    FORMULA AND ILLUSTRATION FOR DETERMINING
               THE NUMBER OF ANNUITY UNITS FOR SEPARATE ACCOUNT C
              REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

                            A
Number of Annuity Units =   -
                            B

Where:
A = The dollar amount of the first monthly Variable Annuity Payment.
    Assume................................................. =            $128.00

B = The  Annuity  Unit Value for the  Valuation  Date on or  immediately
    preceding the seventh day before the Annuity Commencement Date.
    Assume................................................. =        $1.09763000

Then, the number of Annuity Units =    $128.00    = 116.61488844
                                     -----------
                                     $1.09763000


                                    EXAMPLE D

                    FORMULA AND ILLUSTRATION FOR DETERMINING
              THE AMOUNT OF SECOND AND SUBSEQUENT MONTHLY VARIABLE
                    ANNUITY PAYMENTS FROM SEPARATE ACCOUNT C

Second Monthly Variable Annuity Payment = A x B

Where:

A = The Number of Annuity  Units  represented  by each monthly  Variable
    Annuity Payment.
    Assume................................................. =       116.61488844

B = The  Annuity  Unit Value for the  Valuation  Date on or  immediately
    preceding  the  seventh  day  before  the date on which the second (or
    subsequent) Variable Annuity Payment is due.
    Assume................................................. =        $1.11834234

Then, the second monthly 
     Variable Annuity Payment = 116.61488844 x $1.11834234 = $130.42

The above  example was based upon the  assumption  of an increase in the Annuity
Unit  Value  since  the  initial  Variable  Annuity  Payment  due  to  favorable
investment  results of the  Separate  Account  and the Fund.  If the  investment
results  were less  favorable,  a decrease in the Annuity  Unit Value and in the
second  monthly  Variable  Annuity  Payment  could  result.  Assume B above  was
$1.08103230.

Then, the second monthly 
     Variable Annuity Payment = 116.61488844 x $1.08103230 = $126.06



                                       15
<PAGE>

                           Financial Statements as of
                                December 31, 1996


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


      We have audited the  accompanying  balance sheets of First  Investors Life
Insurance  Company as of December 31, 1996 and 1995, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1996.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Insurance  Company as of  December  31,  1996 and 1995,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996, in conformity with generally accepted accounting principles.


                                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 24, 1997


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                          DECEMBER 31, 1996       DECEMBER 31,1995
<S>                                                       <C>                   <C>
Investments (note 2):
  Available-for-sale securities.........................  $114,011,891          $ 113,815,086
  Held-to-maturity securities...........................     5,549,214              5,942,604
  Short term investments................................     7,667,491              5,160,201
  Policy loans..........................................    18,865,648             17,016,692
                                                          ------------           ------------

     Total investments..................................   146,094,244            141,934,583

Cash ...................................................       901,980              1,189,030
Premiums and other receivables, net of allowances of
  $30,000 in 1996 and 1995..............................     3,998,210              4,334,595
Accrued investment income...............................     2,903,566              2,833,561
Deferred policy acquisition costs (note 6)..............    17,547,129             17,318,214
Deferred Federal income taxes (note 7)     .............       934,000                 12,000
Furniture, fixtures and equipment, at cost, less 
  accumulated depreciation of $925,736 in 1996 and 
   $800,593 in 1995.....................................       146,078                236,736
Other assets............................................       136,302                123,509
Separate account assets.................................   465,456,848            344,568,486
                                                          ------------           ------------

     Total assets.......................................  $638,118,357           $512,550,714
                                                          ============           ============


                      LIABILITIES AND STOCKHOLDER'S EQUITY
<CAPTION>

LIABILITIES:
Policyholder account balances (note 6)..................  $113,295,474           $113,374,173
Claims and other contract liabilities...................    12,190,281             11,289,108
Accounts payable and accrued liabilities................     3,730,943              4,150,250
Separate account liabilities............................   464,852,507            343,956,938
                                                         -------------           ------------

     Total liabilities..................................   594,069,205            472,770,469
                                                         -------------           ------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares.................     2,538,163              2,538,163
Additional paid in capital..............................     6,496,180              6,496,180
Unrealized holding gains (losses) on available-for-sale
  securities (note 2)...................................       644,000              1,878,000
Retained earnings ......................................    34,370,809             28,867,902
                                                         -------------           ------------

     Total stockholder's equity.........................    44,049,152             39,780,245
                                                         -------------           ------------

     Total liabilities and stockholder's equity......... $ 638,118,357           $512,550,714
                                                         =============           ============

</TABLE>


See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                               YEAR ENDED          YEAR ENDED         YEAR ENDED
                                                        DECEMBER 31, 1996    DECEMBER 31,1995   DECEMBER 31,1994
                                                        -----------------    ----------------   ----------------
<S>                                                     <C>                  <C>                <C>
REVENUES
  Policyholder fees...................................     $   22,955,165     $   19,958,420        $16,433,269
  Premiums............................................          6,725,329          7,293,719          7,630,182
  Investment income (note 2)..........................          9,771,389          9,363,212          8,835,356
  Realized gain (loss) on investments.................           (221,025)           373,582           (259,987)
  Other income........................................            704,678            835,703            701,355
                                                           --------------     --------------     --------------

     Total income.....................................         39,935,536         37,824,636         33,340,175
                                                           --------------     --------------     --------------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......         12,912,810         13,027,516         14,297,499
  Dividends to policyholders..........................            964,913            954,384            910,754
  Amortization of deferred acquisition costs (note 6).          1,454,408          1,672,429          1,573,216
  Commissions and general expenses....................         16,287,498         15,773,968         13,513,644
                                                           --------------     --------------     --------------

     Total benefits and expenses......................         31,619,629         31,428,297         30,295,113
                                                           --------------     --------------     --------------

Income before Federal income tax .....................          8,315,907          6,396,339          3,045,062

Federal income tax (note 7):
  Current.............................................          3,099,000          2,553,000            838,000
  Deferred............................................           (286,000)          (376,000)          (352,000)
                                                           --------------     --------------     --------------

                                                                2,813,000          2,177,000            486,000
                                                           --------------     --------------     --------------


Net Income............................................     $    5,502,907     $    4,219,339       $  2,559,062
                                                           ==============     ==============       ============

Income per share, based on 534,350 shares outstanding
                                                                 $10.30                $7.90              $4.79
                                                         ===============    =================   ===============

</TABLE>

See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>

                                                               YEAR ENDED           YEAR ENDED          YEAR ENDED
                                                         DECEMBER 31,1996     DECEMBER 31,1995   DECEMBER 31, 1994
                                                         ----------------     ----------------   -----------------
<S>                                                      <C>                  <C>                <C>
Balance at beginning of year..............................   $ 39,780,245         $ 31,196,906      $ 34,173,844
Net income................................................      5,502,907            4,219,339         2,559,062
Increase (decrease) in unrealized holding gains on
  available-for-sale securities...........................     (1,234,000)           4,364,000        (5,536,000)
                                                             ------------        -------------      ------------
Balance at end of year....................................   $ 44,049,152         $ 39,780,245      $ 31,196,906
                                                             ============        =============      ============


                            STATEMENTS OF CASH FLOWS

                                                               YEAR ENDED           YEAR ENDED          YEAR ENDED
                                                         DECEMBER 31,1996     DECEMBER 31,1995   DECEMBER 31, 1994
                                                         ----------------     ----------------   -----------------
<S>                                                      <C>                  <C>                <C>
Increase (decrease) in cash: 
  Cash flows from operating activities:
     Policyholder fees received..........................  $ 22,925,131       $  19,374,522       $  16,433,269
     Premiums received...................................     6,413,009           6,895,096           7,366,276
     Amounts received on policyholder accounts...........   105,489,481          87,156,662          63,526,544
     Investment income received..........................     9,964,169           9,360,894           8,886,847
     Other receipts......................................        55,779              69,621              46,581
     Benefits and contract liabilities paid..............  (117,321,389)       (101,642,156)        (75,131,594)
     Commissions and general expenses paid...............   (20,857,687)        (18,176,870)        (15,252,935)
                                                           ------------       -------------       -------------

     Net cash provided by (used for) operating
        activities.......................................     6,668,493           3,037,769           5,874,988
                                                           ------------       -------------       -------------

  Cash flows from investing activities:
     Proceeds from sale of investment securities.........    39,062,702          58,755,827          36,751,082
     Purchase of investment securities...................   (44,134,604)        (58,622,646)        (42,164,770)
     Purchase of furniture, equipment and other
        assets...........................................       (34,485)           (128,442)            (67,121)
     Net increase in policy loans........................    (1,848,956)         (2,330,591)         (1,801,780)
     Investment in Separate Account .....................          (200)           (500,000)                 --
                                                           ------------       -------------       -------------

     Net cash provided by (used for) investing
        activities.......................................    (6,955,543)         (2,825,852)         (7,282,589)
                                                           ------------       -------------       -------------

     Net increase (decrease) in cash.....................      (287,050)            211,917          (1,407,601)

Cash
  Beginning of year .....................................     1,189,030             977,113           2,384,714
                                                           ------------       -------------       -------------
  End of year............................................  $    901,980       $   1,189,030       $     977,113
                                                           ============       =============       =============
</TABLE>


The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal  income tax of $3,243,000 in 1996,  $2,125,000 in 1995 and $1,368,000 in
1994.

See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                    YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                                   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                                                       1996           1995           1994
                                                                                   ------------   ------------   ------------
<S>                                                                                <C>            <C>            <C>

Reconciliation  of net  income  to net cash  
  provided  by (used  for)  operating activities:

         Net income ............................................................   $ 5,502,907    $ 4,219,339    $ 2,559,062

         Adjustments to reconcile  net income to net cash provided by (used for)
              operating activities:
            Depreciation and amortization ......................................       130,924        141,121        122,199
            Amortization of deferred policy
               acquisition costs ...............................................     1,454,408      1,672,429      1,573,216
Realized investment (gains) losses .............................................       221,025       (373,582)       259,987
            Amortization of premiums and discounts on
              investments ......................................................       262,785        237,472        287,340
            Deferred Federal income taxes ......................................      (286,000)      (376,000)      (352,000)
            Other items not requiring cash - net ...............................         6,794       (112,268)          (149)

         (Increase) decrease in:
            Premiums and other receivables, net ................................       336,385       (433,106)    (1,055,910)
            Accrued investment income ..........................................       (70,005)      (239,790)      (235,849)
            Deferred policy acquisition costs, exclusive
              of amortization ..................................................    (1,275,323)    (1,117,752)    (1,138,988)
            Other assets .......................................................       (18,574)        64,490        (30,882)

         Increase (decrease) in:
            Policyholder account balances ......................................       (78,699)    (1,882,591)     2,719,458
            Claims and other contract liabilities ..............................       901,173        551,392        503,025
            Accounts payable and accrued liabilities ...........................      (419,307)       686,615        664,479
                                                                                   -----------    -----------    -----------

                                                                                   $ 6,668,493    $ 3,037,769    $ 5,874,988
                                                                                   ===========    ===========    ===========
</TABLE>


See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

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

(a)   policy  reserves are  computed  according  to the  Company's  estimates of
      mortality, investment yields, withdrawals and other benefits and expenses,
      rather than on the statutory valuation basis;
(b)   certain expenditures,  principally for furniture and equipment and agents'
      debit  balances,  are recognized as assets rather than being  non-admitted
      and therefore charged to retained earnings;
(c)   commissions  and other costs of acquiring  new business are  recognized as
      deferred  acquisition  costs and are  amortized  over the  premium  paying
      period  of  policies  and  contracts,   rather  than  charged  to  current
      operations when incurred;
(d)   income tax effects of temporary differences,  relating primarily to policy
      reserves and acquisition costs, are provided;
(e)   the  statutory  asset  valuation  and  interest  maintenance  reserves are
      reported as retained earnings rather than as liabilities;

Note 2 -- Other Significant Accounting Practices

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

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

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

    HELD-TO-MATURITY SECURITIES
      Debt securities the Company has the positive intent and ability to hold to
      maturity are recorded at amortized cost.

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

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

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

<PAGE>

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

<TABLE>
<CAPTION>

                                                             YEAR ENDED          YEAR ENDED           YEAR ENDED
                                                       DECEMBER 31,1996   DECEMBER 31, 1995     DECEMBER 31,1994
<S>                                                    <C>                <C>                   <C>               <C>    

Interest on fixed maturities......................        $  8,559,429        $  8,243,748        $  8,091,627
Interest on short term investments................             410,930             451,475             225,682
Interest on policy loans..........................           1,151,681             973,242             886,465
Dividends on equity securities....................              43,756              58,305              10,220
                                                          ------------        ------------        ------------

     Total investment income......................          10,165,796           9,726,770           9,213,994
     Investment expense...........................             394,407             363,558             378,638
                                                          ------------        ------------        ------------

Net investment income.............................        $  9,771,389        $  9,363,212        $  8,835,356
                                                          ============        ============        ============



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

      The  amortized  cost and  estimated  market  values of  investments  at December  31, 1996 and 1995 are as
follows:

                                                              GROSS         GROSS         ESTIMATED
                                               AMORTIZED    UNREALIZED    UNREALIZED        MARKET
                                                 COST         GAINS        LOSSES           VALUE
<S>                                            <C>          <C>           <C>             <C>

Available-For-Sale Securities
December 31, 1996
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ..........................   $ 41,254,552   $  569,803   $    157,020   $ 41,667,335
  Debt Securities issued by
   States of the U.S. ....................      5,525,022           --        172,264      5,352,758
  Corporate Debt Securities ..............     56,013,590    1,217,747        297,752     56,933,585
  Other Debt Securities ..................      9,952,727      133,266         27,780     10,058,213
                                             ------------   ----------   ------------   ------------
                                             $112,745,891   $1,920,816   $    654,816   $114,011,891
                                             ============   ==========   ============   ============


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


<PAGE>


   At December 31, 1996 and 1995,  the Company  recognized  "Unrealized  Holding
Gains (Losses) on Available-For-Sale Securities" of $644,000 and $1,878,000, net
of applicable  deferred income taxes and  amortization  of deferred  acquisition
costs.  The change in the Unrealized  Holding Gains  (Losses) of  ($1,234,000) ,
$4,364,000 and ($5,536,000) for 1996, 1995 and 1994, respectively is reported as
a separate component of stockholders' equity.

Held-To-Maturity Securities
December 31,1996

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
 and Agencies ...........   $3,439,214   $36,945   $   10,944   $3,465,215
Corporate Debt Securities    2,000,000        --       66,200    1,933,800
Other Debt Securities ...      110,000        --           --      110,000
                            ----------   -------   ----------   ----------
                            $5,549,214   $36,945   $   77,144   $5,509,015
                            ==========   =======   ==========   ==========

December 31,1995

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


<PAGE>



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


      The  amortized  cost and  estimated  market  value of debt  securities  at
December 31, 1996, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.


<TABLE>
<CAPTION>

                                                      HELD TO MATURITY                   AVAILABLE FOR SALE
                                                 AMORTIZED        ESTIMATED        AMORTIZED         ESTIMATED
                                                   COST          MARKET VALUE        COST          MARKET VALUE
<S>                                             <C>              <C>            <C>               <C>

Due in one year or less.......................  $  100,000       $  100,000      $  2,359,443     $  2,368,650
Due after one year through five years.........     267,660          265,400        36,423,615       36,855,145
Due after five years through ten years........   3,181,554        3,209,815        48,199,575       49,009,561
Due after ten years...........................   2,000,000        1,933,800        25,763,258       25,778,535
                                                ----------       ----------      ------------     ------------
                                                $5,549,214       $5,509,015      $112,745,891     $114,011,891
                                                ==========       ==========      ============     ============
</TABLE>


      Proceeds from sales of investments in fixed  maturities were  $39,046,422,
$56,949,635 and $36,701,082 in 1996, 1995 and 1994, respectively. Gross gains of
$185,708  and gross  losses of  $406,733  were  realized on those sales in 1996.
Gross gains of $578,810  and gross  losses of  $205,228  were  realized on those
sales in 1995. Gross gains of $85,827 and gross losses of $345,814 were realized
on those sales in 1994.

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

           TRADITIONAL ORDINARY LIFE AND HEALTH

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

           UNIVERSAL LIFE AND VARIABLE LIFE
           Revenues from  universal  life and variable  life policies  represent
           amounts assessed against policyholders.  Included in such assessments
           are mortality  charges,  surrender  charges and policy  service fees.
           Policyholder  account  balances  on  universal  life  consist  of the
           premiums   received  plus   credited   interest,   less   accumulated
           policyholder  assessments.  Amounts  included  in  expense  represent
           benefits in excess of  policyholder  account  balances.  The value of
           policyholder  accounts  on  variable  life are  included  in separate
           account  liabilities  as discussed  below.  ANNUITIES  Revenues  from
           annuity contracts represent amounts assessed against contractholders.
           Such assessments are principally sales charges,  administrative fees,
           and in the case of variable  annuities,  mortality  and expense  risk
           charges.  The carrying  value and fair value of fixed  annuities  are
           equal to the policyholder  account balances,  which represent the net
           premiums received plus accumulated interest.

      (e)  Separate   Accounts.   Separate   account   assets  and  the  related
liabilities,  both of which are valued at market,  represent segregated variable
annuity and variable  life  contracts  maintained  in accounts  with  individual
investment  objectives.  All  investment  income  (gains  and  losses  of  these
accounts) accrues directly to the  contractholders and therefore does not affect
net income of the Company.
      (f)  Reclassifications.  Certain  reclassifications  have been made to the
1994 and 1995 Financial Statements in order to conform to the 1996 presentation.

<PAGE>

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


Note 3 -- Fair Value of Financial Instruments

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

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

Note 4 -- Retirement Plans
      The Company participates in a non-contributory profit sharing plan for the
benefit of its employees  and those of other  wholly-owned  subsidiaries  of its
parent. The Plan provides for retirement  benefits based upon earnings.  Vesting
of  benefits is based upon years of service.  For the years ended  December  31,
1996,  1995 and 1994, the Company  charged  operations  approximately  $100,000,
$40,000 and $ 0, respectively for its portion of the contribution.

      The Company also has a non-contributory retirement plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$414,000 in 1996,  $375,000 in 1995 and $312,000 in 1994. The accrued  liability
of  approximately  $2,858,000 in 1996 and  $2,621,000 in 1995 was  sufficient to
cover the value of benefits provided by the plan.

      In addition,  the Company  participates  in a 401(k) savings plan covering
all of its eligible  employees and those of other  wholly-owned  subsidiaries of
its parent whereby  employees may  voluntarily  contribute a percentage of their
compensation with the Company matching a portion of the contributions of certain
employees.  The  amount  contributed  by the  Company  in 1996  and 1995 was not
material.

Note 5 -- Commitments and Contingent Liabilities
      The Company has agreements with affiliates and non-affiliates as follows:
      (a) The  Company's  maximum  retention  on any one life is  $100,000.  The
Company  reinsures  a portion of its risk with  other  insurance  companies  and
reserves are reduced by the amount of reserves  for such  reinsured  risks.  The
Company is liable  for any  obligations  which any  reinsurance  company  may be
unable to meet.  The Company  had  reinsured  approximately  10% of its net life
insurance  in force at December 31,  1996,  1995 and 1994.  The Company also had
assumed reinsurance  amounting to approximately 21%, 20% and 21% of its net life
insurance in force at the respective year ends. None of these  transactions  had
any material effect on the Company's operating results.

      (b) The Company and certain affiliates share office space, data processing
facilities and management  personnel.  Charges for these services are based upon
space  occupied,  usage of data  processing  facilities  and time  allocated  to
management. During the years ended December 31, 1996, 1995 and 1994, the Company
paid  approximately  $1,222,000,  $1,282,000 and $1,099,000,  respectively,  for
these services. In addition,  the Company reimbursed an affiliate  approximately
$9,709,000 in 1996,  $8,739,000 in 1995,and  $6,651,000 in 1994 for  commissions
relating to the sale of its products.

           The   Company   maintains  a  checking   account   with  a  financial
institution,  which is also a wholly-owned subsidiary of its parent. The balance
in this account was approximately $ 326,000 at December 31, 1996 and $343,000 at
December 31, 1995.

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

<PAGE>

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

Note 6 -- Adjustments Made to Statutory Accounting Practices

   Note 1 describes some of the common differences  between statutory  practices
and generally accepted accounting  principles.  The effects of these differences
for the years ended December 31, 1996,  1995 and 1994 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
                                                     NET INCOME                 CAPITAL SHARES AND SURPLUS
                                                YEAR ENDED DECEMBER 31                AT DECEMBER 31
                                               -----------------------      ------------------------
                                           1996        1995        1994         1996       1995          1994
                                           ----        ----        ----         ----       ----          ----
<S>                                     <C>        <C>         <C>         <C>          <C>          <C>

Reported on a statutory basis.......... $5,002,533 $3,705,334  $2,205,814  $26,580,877  $21,600,537  $18,020,531
                                        ---------- ----------  ----------  -----------  -----------  -----------

Adjustments:
   Deferred policy acquisition costs (b)  (179,085)  (554,677)   (434,228)  17,547,129  17,318,214    19,321,891
   Future policy benefits (a)..........    514,086    422,387     727,849   (2,398,397) (2,912,483)   (3,334,870)
   Deferred income taxes...............    286,000    376,000     352,000      934,000      12,000     1,884,000
   Premiums due and deferred (e).......     85,461     80,133      70,968   (1,359,107) (1,444,568)   (1,524,702)
   Cost of colletion and other statutory
     liabilities.......................    (12,283)   (16,318)    (32,454)      36,984      49,267        65,585
   Non-admitted assets.................         --         --          --      298,731     395,758       385,500
Asset valuation reserve................         --         --          --    1,136,664   1,016,830       901,041
   Interest maintenance reserve........    (48,542)   (40,804)     71,048)       6,271     200,690        (5,070)
   Gross unrealized holding gains (losses) on
     available-for-sale securities...           --         --          --    1,266,000   3,544,000    (4,517,000)
   Net realized capital gains (losses).   (221,025)   373,582    (259,987)         --          --            --
   Other...............................     75,762    126,298)        148          --          --            --
                                        ---------- ----------  ----------  -----------  -----------  -----------
                                           500,374    514,005     353,248   17,468,275  18,179,708    13,176,375
                                        ---------- ----------  ----------  -----------  -----------  -----------

In accordance with generally accepted
   accounting principles............... $5,502,907 $4,219,339  $2,559,062  $44,049,152 $39,780,245   $31,196,906
                                       
Per share, based on 534,350 shares
   outstanding.........................     $10.30      $7.90       $4.79       $82.44      $74.45        $58.38
                                            ======      =====       =====       ======     =======        ======
</TABLE>


<PAGE>

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

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

<TABLE>
<CAPTION>

             DISTRIBUTION OF LIABILITIES*                 BASIS OF ASSUMPTIONS
                                 YEARS
       1996         1995        OF ISSUE        INTEREST               MORTALITY TABLE                WITHDRAWAL
      -----         ----        --------        --------               ---------------                ----------
<S>             <C>           <C>               <C>           <C>                                     <C>
Non-par:
 $ 1,655,040    $ 1,722,604   1962-1967          4 1/2%       1955-60 Basic Select plus Ultimate      Linton B
   5,814,885      5,668,858   1968-1988          5 1/2%       1955-60 Basic Select plus Ultimate      Linton B
   2,546,702      2,574,079   1984-1988          7 1/2%       85% of 1965-70 Basic Select             Modified
                                                                plus Ultimate                         Linton B
      86,508         74,055   1989-Present       7 1/2%       1975-80 Basic Select plus Ultimate      Linton B
     113,117        109,919   1989-Present       7 1/2%       1975-80 Basic Select plus Ultimate      Actual
      34,185         39,885   1989-Present       8%           1975-80 Basic Select plus Ultimate      Actual
  31,902,122     31,896,847   1985-Present       6%           Accumulation of Funds                   --
Par:                                                       
     223,500        224,307   1966-1967          4 1/2%       1955-60 Basic Select plus Ultimate      Linton A
  13,357,249     13,557,033   1968-1988          5 1/2%       1955-60 Basic Select plus Ultimate      Linton A
     975,132        988,555   1981-1984          7 1/4%       90% of 1965-70 Basic Select
                                                                plus Ultimate                         Linton B
   4,772,595      4,713,069   1983-1988          9 1/2%       80% of 1965-70 Basic Select
                                                                plus Ultimate                         Linton B
  14,031,404     12,459,045   1990-Present       8%           66% of 1975-80 Basic Select
                                                                plus Ultimate                         Linton B
Annuities:                                                 
  21,779,771     25,202,605   1976-Present       5 1/2%       Accumulation of Funds                   --
Miscellaneous:                                           
  16,939,829     15,161,153   1962-Present       2 1/2%-3 1/2%   1958-CSO                             None
</TABLE>


- ----------
*     The above amounts are before deduction of deferred premiums of $936,565 in
      1996 and $1,017,841 in 1995.

      (b) The costs of  acquiring  new  business,  principally  commissions  and
related agency expenses, and certain costs of issuing policies,  such as medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions  which  were  used  for  computing  liabilities  for  future  policy
benefits.  Amortization of $1,454,408 in 1996, $1,672,429 in 1995 and $1,573,216
in 1994 was charged to operations.

      (c) Participating  business  represented 9.8% and 11.1% of individual life
insurance in force at December 31, 1996 and 1995, respectively.

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

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

      (d) New York State  insurance  law  prohibits  the payment of dividends to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was  $16,796,135,  $11,815,645 and $8,235,339 at December
31, 1996, 1995 and 1994, respectively.

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


<PAGE>



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

Note 7 -- Federal Income Taxes

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

      Retained  earnings at December 31, 1996  included  approximately  $146,000
which is  defined  as  "policyholders'  surplus"  and may be  subject to Federal
income  tax  at  ordinary  corporate  rates  under  certain  future  conditions,
including distributions to stockholders.


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

                                                       1996            1995
                                                       ----            ----
Policyholder dividend provision .................  $  (332,719)   $  (323,612)
Non-qualified agents' pension plan reserve ......   (1,127,384)    (1,044,728)
Deferred policy acquisition costs ...............    2,507,526      2,968,214
Future policy benefits ..........................   (2,346,908)    (2,639,345)
Bond discount ...................................       28,677         27,842
Unrealized holding gains (losses) on 
     Available-For-Sale Securities                     331,000        967,000
Other ...........................................        5,808         32,629
                                                   -----------    -----------
                                                   $  (934,000)   $   (12,000)
                                                   ===========    ===========


      The currently  payable Federal Income tax provision of $3,099,000 for 1996
is net of a $75,000 Federal tax benefit  resulting from a capital loss carryback
of $221,025 and the  $838,000 for 1994 is net of a $102,000  Federal tax benefit
resulting from a capital loss carry back of $259,987.

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

                                                           1996    1995    1994
                                                           ----    ----    ----
Application of statutory tax rate........................   34%     34%     34%
Special tax deduction for life insurance companies.......   --      --     (18)
                                                           ---     ---     --- 
  .......................................................   34%     34%     16%
                                                            ===    ===     ===


<PAGE>

                              FINANCIAL STATEMENTS


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


         We have  audited  the  statement  of assets  and  liabilities  of First
Investors Life Variable  Annuity Fund C (a separate  account of First  Investors
Life  Insurance  Company,  registered  as a  unit  investment  trust  under  the
Investment  Company  Act of 1940),  as of  December  31,  1996,  and the related
statements of  operations  for the year then ended and changes in net assets for
each of the two years in the period then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of First Investors Life
Variable  Annuity  Fund C as of  December  31,  1996,  and  the  results  of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.

                                                           TAIT, WELLER & BAKER



Philadelphia, Pennsylvania
February 24, 1997

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND C

                       STATEMENT OF ASSETS AND LIABILITIES

                                DECEMBER 31, 1996


ASSETS
Investments at net asset value (Note 3):
  First Investors Life Series Fund ............................  $291,886,988
Cash ..........................................................       637,548
                                                                 ------------
     Total Assets..............................................  $292,524,536
                                                                 ------------

LIABILITIES
Payable to First Investors Life Insurance Company..............       867,027
Other Liabilities..............................................       637,548
                                                                 ------------
Total Liabilities..............................................     1,504,575
                                                                 ------------

NET ASSETS.....................................................  $291,019,961
                                                                 ============

Net assets represented by Contracts in accumulation period.....  $291,019,961
                                                                 ============

See notes to financial statements.

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND C

                             STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1996


INVESTMENT INCOME
 Income:
  Dividends....................................................   $ 9,283,437
                                                                  -----------

     Total income..............................................     9,283,437
                                                                  -----------

Expenses:
  Mortality and expense risks (Note 4).........................     2,461,210
                                                                  -----------

     Total expenses............................................     2,461,210
                                                                  -----------

NET INVESTMENT INCOME..........................................     6,822,227
                                                                  -----------

UNREALIZED APPRECIATION ON INVESTMENTS
 Beginning of year.............................................    32,339,209
 End of year...................................................    57,942,932
                                                                  -----------

Change in unrealized appreciation on investments...............    25,603,723
                                                                  -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........   $32,425,950
                                                                  ===========


See notes to financial statements.

<PAGE>

                                           FIRST INVESTORS LIFE
                                          VARIABLE ANNUITY FUND C

                                    STATEMENTS OF CHANGES IN NET ASSETS

                                         YEARS ENDED DECEMBER 31,

                                                          1996          1995
                                                          ----          ----
Increase (Decrease) in Net Assets
  From Operations
     Net investment income........................   $  6,822,227  $  5,314,713
     Change in unrealized appreciation on 
       investments................................     25,603,723    27,072,631
                                                     ------------  ------------
                                                                   
     Net increase in net assets resulting from                     
       operations.................................     32,425,950    32,387,344
                                                     ------------  ------------
From Unit Transactions
     Net insurance premiums.......................     83,169,069    66,836,279
     Contract payments............................    (24,966,045)  (20,435,656)
                                                     ------------  ------------
     Increase in net assets derived from unit                      
       transactions...............................     58,203,024    46,400,623
                                                     ------------  ------------
       Net increase in net assets.................     90,628,974    78,787,967
                                                                   
Net Assets                                                         
  Beginning of year...............................    200,390,987   121,603,020
                                                     ------------  ------------
  End of year.....................................   $291,019,961  $200,390,987
                                                     ------------  ------------


See notes to financial statements.

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND C
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

Note 1 -- Organization
    First  Investors Life Variable  Annuity Fund C (Separate  Account C), a unit
investment trust  registered under the Investment  Company Act of 1940 (the 1940
Act), is a segregated  investment  account  established by First  Investors Life
Insurance Company (FIL). Assets of Separate Account C have been used to purchase
shares of First Investors Life Series Fund (the Fund),  an open-end  diversified
management  investment  company  registered  under  the  1940  Act.  

Note  2 -- Significant Accounting Practices

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

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

Note 3 -- Investments
    Investments consist of the following:
                                                    NET ASSET       MARKET
                             SHARES      VALUE        VALUE          COST
                             ------      -----      ---------       ------
First Investors 
Life Series Fund        

Cash Management ........   3,067,534    $ 1.00    $ 3,067,534    $ 3,067,534
High Yield .............   1,502,067     11.93     17,934,220     16,022,797
Growth .................   2,193,460     24.56     53,871,469     39,451,605
Discovery ..............   1,855,330     25.06     46,493,268     37,747,746
Blue Chip ..............   3,743,650     19.77     74,007,376     53,748,771
International Securities   2,069,898     17.19     35,577,727     28,108,298
Government .............     805,564     10.19      8,210,704      8,230,383
Investment Grade .......   1,259,895     11.36     14,309,372     13,444,082
Utilities Income .......   1,715,923     12.57     21,573,883     18,008,169
Target Maturity 2007 ...   1,251,027     11.71     14,646,660     13,957,508
Target Maturity 2010 ...     196,734     11.16      2,194,775      2,053,021
                                                 ------------   ------------
                                                 $291,886,988   $233,839,914
                                                 ============   ============

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

      As of December  31, 1996 FIL held  shares in the Cash  Management,  Target
Maturity 2007 and Target Maturity 2010 Series in the amount of $604,241.

Note 4 -- Mortality and Expense Risks and Deductions
      In  consideration  for its  assumption  of the mortality and expense risks
connected with the Variable Annuity Contracts, FIL deducts an amount equal on an
annual  basis to 1.00% of the daily net asset value of  Separate  Account C. The
deduction  for the year ended  December 31, 1996 was  $2,461,210.  An additional
administrative  charge  of  $7.50  may be  deducted  annually  by FIL  from  the
Accumulated  Value of Deferred Annuity Contracts which have an Accumulated Value
of less than $1,500 due to partial surrenders. There was no deduction under this
provision during 1996.



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