FIRST INVESTORS SERIES FUND II, INC.
Supplement dated May 22, 1998
to Prospectus dated December 31, 1997
1. Since early January 1998, the Utilities Income Fund has been managed by Mr.
Jack B. Wolfman. Mr. Wolfman is also the portfolio manager for the Utilities
Income Fund of First Investors Life Series Fund. Mr. Wolfman was an Analyst with
the New York City Housing Authority, Office of Administrative Methods & Analysis
from 1996 to 1998, a private investor from 1993 to 1995 and Senior Energy
Economist, North American Director with Wharton Econometric Forecasting
Associates, Inc. from 1992 to 1993.
2. The following replaces the last sentence under "Types of Securities and Their
Risks-American Depository Receipts and Global Depository Receipts" on page 11:
GDRs are considered to be foreign securities by the Funds for purposes of Fund
policies limiting investments in foreign issuers.
3. The following replaces the fourth sentence under "How to Buy Shares-Minimum
Investment" on page 16:
You may open a Fund account with $500 for individual retirement accounts
("IRAs") or, at the Fund's discretion, a lesser amount for Simplified Employee
Pension Plans ("SEPs"), salary reduction SEPs ("SARSEPs"), SIMPLE-IRAs and
qualified or other retirement plans.
4. The following should be added to the end of the second paragraph under "How
to Buy Shares-Class A Shares" on page 17:
The CDSC will be waived for any purchase of $1 million or more on which the
Dealer agrees to receive its concession in installments paid over a 24-month
period.
5. The following should be added to "How to Buy Shares-Waivers of Class A Sales
Charges" on page 18:
Sales charges on Class A shares do not apply to any purchase made during the
period November 15, 1998 to February 28, 1999 with the proceeds from a
redemption made after November 14, 1998 from the 3rdt Fund of First Investors
U.S. Government Plus Fund.
6. The following replaces the first sentence under "How to Buy Shares-Retirement
Plans" on page 19:
You may invest in shares of a Fund through a traditional, Roth or Education IRA,
SEP, SARSEP, SIMPLE-IRA or any other retirement plan.
7. The following should be added to "How to Buy Shares-Systematic Investing" on
page 20:
The systematic investment privilege is not available for the purchase of Fund
shares in an Education IRA account.
8. The following replaces the second sentence under "How to Buy Shares-Transfer
of Shares" on page 20:
Because the Funds do not offer their shares other than through a broker or
dealer, if the party to whom the shares are to be transferred does not have a
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broker or dealer of record and does not wish to complete the paperwork necessary
to become a client of First Investors, the Fund reserves the right to liquidate
the shares and forward the proceeds to the new accountholder rather than to make
the transfer.
9. The following replaces the last paragraph under "Dividends and Other
Distributions" on page 28:
A dividend or other distribution paid on a class of shares of a Fund will
be paid in additional shares of that class and not in cash if either of the
following events occurs: (1) the total amount of the distribution is under $5 or
(2) the Fund has received notice of your death on an individual account (until
written alternate payment instructions and other necessary documents are
provided by your legal representative). Dividend or distribution checks returned
to the Transfer Agent marked as being undeliverable by the U.S. Postal Service
after two consecutive mailings will be held by the Transfer Agent in a
non-interest bearing account until the Transfer Agent is either provided with a
current address and any required supporting documentation or is required to
escheat the funds to the appropriate state treasury. Any subsequent dividend or
other distribution will be reinvested in additional shares of the distributing
class at net asset value until the Fund receives new instructions.
10. The following should be added to the end of "General Information" on page
30:
Year 2000. Like other mutual funds, the Funds could be adversely affected
if the computer and other information processing systems used by the Adviser,
Transfer Agent and other service providers are not properly programmed to
process date-related information on and after January 1, 2000. Such systems
typically have been programmed to use a two-digit number to represent the year
for any date. As a result, computer systems could incorrectly misidentify "00"
as 1900, rather than 2000, and make mistakes when performing operations. The
Adviser and Transfer Agent are taking steps that they believe are reasonably
designed to address the Year 2000 problem for computer and other systems used by
them and are obtaining assurances that comparable steps are being taken by the
Funds' other service providers. However, there can be no assurance that these
steps will be sufficient to avoid any adverse impact on the Funds. Nor can the
Funds estimate the extent of any impact.
FISFP598
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FIRST INVESTORS SERIES FUND II, INC.
Supplement dated May 22, 1998
to Statement of Additional Information dated December 31, 1997
1. The following replaces the first two paragraphs under "Determination of Net
Asset Value" on page 29:
Except as provided herein, a security listed or traded on an exchange
or the Nasdaq Stock Market is valued at its last sale price on the exchange or
market where the security is principally traded, and lacking any sales on a
particular day, the security is valued at the mean between the closing bid and
asked prices. Securities traded in the OTC market (including securities listed
on exchanges whose primary market is believed to be OTC) are valued at the mean
between the last bid and asked prices prior to the time when assets are valued
based upon quotes furnished by market makers for such securities. However, a
Fund may determine the value of debt securities based upon prices furnished by
outside pricing services. Interactive Data Corporation provides pricing services
for corporate debt securities and foreign equity securities. The pricing service
uses quotations obtained from investment dealers or brokers for the particular
securities being evaluated, information with respect to market transactions in
comparable securities and considers security type, rating, market condition,
yield data and other available information in determining value. Short-term debt
securities that mature in 60 days or less are valued at amortized cost.
Securities for which market quotations are not readily available are valued on
at fair value as determined in good faith by or under the supervision of the
Series Fund II's officers in a manner specifically authorized by the Board of
Directors.
With respect Investment Grade Fund, "when-issued securities" are
reflected in the assets of the Fund as of the date the securities are purchased.
Such investments are valued thereafter at the mean between the most recent bid
and asked prices obtained from recognized dealers in such securities or by the
pricing service. For valuation purposes, with respect to Growth & Income Fund,
quotations of foreign securities in foreign currencies are converted into U.S.
dollar equivalents using the foreign exchange equivalents in effect.
2. The following replaces the first two sentences under "Systematic
Investing-First Investors Money Line" on page 33:
This service allows you to invest in a Fund through automatic deductions from
your bank checking account, provided you have Electronic Fund Transfers
privileges. See "Electronic Fund Transfers," below. Scheduled investments in the
minimum amount of $50 per month or $600 per year may be made bi-weekly,
semi-monthly, monthly, quarterly, semi-annually or annually. In order to invest
$2,500 or more through First Investors Money Line, a Medallion signature
guarantee is required. See "Signature Guarantees."
3. The following replaces the second sentence under "Systematic
Investing-Systematic Withdrawal Plan" on page 33:
If you have a Fund account with a value of at least $5,000 and you have
dividends and other distributions reinvested, you may elect to receive monthly,
quarterly, semi-annual or annual checks for any designated amount (minimum $25).
4. The following replaces "Electronic Fund Transfer" on page 34:
Electronic Fund Transfer. Shareholders may apply for the privilege of
making Electronic Fund Transfers ("EFT") between Fund accounts and a
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predesignated bank account by completing an application and having all
shareholders' signatures guaranteed. If the bank account registration is not
identical to the Fund account, a signature guarantee of every bank account
holder who is not an owner of the Fund account is required. Shareholders may
choose EFT privileges for Money Line purchases, redemptions, dividend
distributions and Systematic Withdrawal Plan payments. The minimum EFT
redemption amount is $500 and the maximum is $50,000. Each Fund has the right,
at its sole discretion, to limit or terminate your ability to exercise the EFT
privileges at any time. Shareholders may not use EFT to redeem shares unless
they have been owned for at least 15 days.
5. The following replaces the paragraphs 2(a) and (b) under "Emergency Pricing
Procedures" on page 37:
(a) In the case of a mail order the order will be considered received
by a Fund when the postal service has delivered it to FIC's offices in
Woodbridge, New Jersey prior to the close of regular trading on the NYSE, or at
such other time as may be prescribed in its prospectus; and
(b) In the case of a wire order, including a Fund/SERV order, the order
will be considered received when it is received in good form by a FIC branch
office or an authorized dealer prior to the close of regular trading on the
NYSE, or such other time as may be prescribed in its prospectus.
6. The following replaces the first two paragraphs under "Retirement
Plans-Profit-Sharing/Money Purchase Pension/401(k) Plans" on page 38:
Profit-Sharing/Money Purchase Pension/401(k) Plans. FIC offers
prototype 401(k) Retirement Plans approved by the IRS for corporations, sole
proprietorships and partnerships and Profit-Sharing and Money Purchase Pension
Plans for owner-only sole proprietorships and owner-only partnerships
("Retirement Plans"). Keogh Plans are available only to sole proprietors or
partnerships. Custodial Agreements can be utilized for such Retirement Plans
that provide that First Financial Savings Bank, S.L.A. ("First Financial
Savings"), an affiliate of FIC, will furnish all required custodial services,
except for the 401(k) flexible.
7. The following should be added to "General Information-Transfer Agent" on page
46:
The Transfer Agent may deduct the costs of its efforts to locate a shareholder
from the shareholder's account. These costs may include a percentage of the
account if a search company charges such a fee in exchange for its location
services.
8. The following replaces the second sentence under "General Information-Trading
by Portfolio Managers and Other Access Persons" on page 46:
Among other things, such persons, except the Directors: (a) must have all
non-exempt trades pre-cleared; (b) are restricted from short-term trading; (c)
must provide duplicate statements and transactions confirmations to a compliance
officer; and (d) are prohibited from purchasing securities of initial public
offerings.
SFSAI598
