FIRST INVESTORS SERIES FUND II INC
497, 1999-03-22
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[FIRST INVESTORS LOGO]



FOCUSED EQUITY FUND



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

                  The date of this prospectus is March 8, 1999.



<PAGE>


                                    Contents

OVERVIEW OF THE FOCUSED EQUITY FUND

/ /       What is the Focused Equity Fund?
          / / / /       Objective
          / / / /       Primary Investment Strategies
          / / / /       Primary Risks
/ /       Who should consider buying the Focused Equity Fund?
/ /       What about performance?
/ /       What are the fees and expenses of the Focused Equity Fund?

THE FOCUSED EQUITY FUND IN DETAIL

/ /       What are the Focused Equity Fund's objective, principal investment 
          strategies and principal risks?
/ /       Who manages the Focused Equity Fund?


BUYING AND SELLING SHARES

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

ACCOUNT POLICIES

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

APPENDIX


                                       2
<PAGE>


                       OVERVIEW OF THE FOCUSED EQUITY FUND

                        What is the Focused Equity Fund?



Objective:  The Fund seeks capital appreciation.

Primary
Investment
Strategies: The Fund seeks to achieve its  objective by focusing its investments
            in the  common  stocks  of  approximately  20 to 30 U.S.  companies.
            Generally,  not more than 12% of the Fund's  assets will be invested
            in the securities of a single issuer.  The Fund uses an event-driven
            approach in selecting  investments.  In making investment decisions,
            the Fund looks for companies that appear to be  undervalued  because
            they are undergoing  corporate or other events that appear likely to
            result in significant growth in the companies' valuations.  The Fund
            seeks to identify  companies with proven  management,  superior cash
            flow and outstanding  franchise values. The Fund usually will sell a
            stock when it shows deteriorating  fundamentals,  reaches its target
            value,  constitutes 12% or more of the total portfolio,  or when the
            Fund identifies better investment opportunities.

Primary
Risks:      While there are substantial potential long-term rewards of investing
            in a  concentrated  portfolio  of  securities  that  are  considered
            undervalued,  there are also substantial risks.  First, the value of
            the  portfolio   will   fluctuate  with  movements  in  the  overall
            securities  markets,  general  economic  conditions,  and changes in
            interest rates or investor  sentiment.  Second,  because the Fund is
            non-diversified  and concentrates its investments in the stocks of a
            small number of issuers, the Fund's performance may be substantially
            impacted by the change in value of a single holding. Third, there is
            a risk that the event  that led the Fund to make an  investment  may
            occur later than  anticipated or not at all. This may disappoint the
            market  and  cause  a  decline  in  the  value  of  the  investment.
            Accordingly, the value of your investment in the Fund will go up and
            down, which means that you could lose money.

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

               Who should consider buying the Focused Equity Fund?

            The Focused  Equity  Fund can be used to "round  out" an  investment
            portfolio which already contains a core stock fund holding,  such as
            a blue chip fund or a growth and income fund. It may be  appropriate
            for you if you:

            o  Are seeking significant growth of capital,
            o  Understand and are willing to accept significant stock market 
               volatility,


                                       3
<PAGE>

            o  Are willing to take high risk on the money you invest in the 
               Fund, and 
            o  Have a long-term investment horizon and are able to ride out 
               market cycles.

            You  should  keep in mind  that  the  Focused  Equity  Fund is not a
            complete investment program. For most investors,  a complete program
            should  include not only stock funds but also bond and money  market
            funds. While stocks have historically  outperformed other categories
            of  investments  over long  periods of time,  they  generally  carry
            higher  risks.  There have also been extended  periods  during which
            bonds and money market  instruments  have  outperformed  stocks.  By
            allocating  your  assets  among  different  types of funds,  you can
            reduce the overall risk of your portfolio and benefit when bonds and
            money  market  instruments  outperform  stocks.  Of  course,  even a
            diversified investment program can result in a loss.

                             What about performance?

Because the Fund was new when this  prospectus  was printed,  it has no previous
operating history. However, the Fund has investment objectives and policies that
are  substantially  similar  to those of  another  fund  managed  by the  Fund's
investment   subadviser,   Arnhold   and  S.   Bleichroeder,   Inc.   ("ASB"  or
"Subadviser").  The other fund is an  unregistered,  offshore  fund named  First
Eagle Fund N.V. See the Appendix for  information  about the performance of this
similar fund.

           What are the fees and expenses of the Focused Equity Fund?

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

                                                       CLASS A     CLASS B
                                                       SHARES      SHARES
                                                       -------     -------

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
 (as a percentage of offering price).............      6.25%       None

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



                                       4
<PAGE>


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

<TABLE>
<CAPTION>

                                                                        TOTAL
                                        DISTRIBUTION                    ANNUAL
                                         AND SERVICE                    FUND
                         MANAGEMENT        (12B-1)       OTHER          OPERATING     EXPENSE        NET
                            FEES           FEES(1)   EXPENSES(2),(3)    EXPENSES    ASSUMPTION(3)    EXPENSES
                            ----           -------   ---------------    ---------   -------------    --------
<S>                         <C>             <C>           <C>              <C>         <C>             <C>
Class A
Shares .........            0.75%           0.30%         0.95%            2.00%       0.25%           1.75%
Class B
Shares..........            0.75            1.00          0.95             2.70        0.25            2.45
</TABLE>


*   A  contingent  deferred  sales  charge of 1.00% will be  assessed on certain
    redemptions of Class A shares that are purchased without a sales charge.
**  4% in the first year;  declining to 0% after the sixth year.  Class B shares
    convert to Class A shares after 8 years.
(1) Because the Fund pays Rule 12b-1 fees, long-term shareholders could pay more
    than the economic equivalent of the maximum front-end sales charge permitted
    by the National Association of Securities Dealers, Inc.
(2) Because the Fund had no operating history when this  prospectus was printed,
    these expenses are based on estimated amounts for the current fiscal year.
(3) The Adviser has contractually  agreed with the Fund to assume Other Expenses
    in excess of .70% during the Fund's first fiscal year (ending  September 30,
    1999),  provided that the Adviser may recover such assumed  expenses  within
    the following  three years as long as the total  expenses of the Fund do not
    exceed 1.75% of the average  daily net assets on Class A shares and 2.45% of
    the  average  daily  net  assets  on Class B  shares  or any  lower  expense
    limitation   to  which  the   Adviser   agrees.   Other   Expenses   include
    organizational expenses.

EXAMPLE

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


                                       5
<PAGE>


                                        ONE YEAR       THREE YEARS
                                        --------       -----------

If you redeem your shares:
Class A shares                            $792            $1,191
Class B Shares                             648             1,115

If you do not redeem your shares:

Class A shares                            $792            $1,191
Class B Shares                             248               815


                        THE FOCUSED EQUITY FUND IN DETAIL

What are the Focused Equity Fund's objective,  principal investment  strategies,
and principal risks?

OBJECTIVE: The Fund seeks capital appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund seeks to achieve its  objective  by
focusing its  investments  in the common stocks of  approximately  20 to 30 U.S.
companies.  The Fund is a  non-diversified  investment  company.  The Fund  will
usually  concentrate  80% of its  portfolio  in its  top 15  holdings.  It  will
frequently  have  more  than 10% of its  assets  in the  securities  of a single
issuer.  Although the Fund is not required to limit the amount of any investment
in the securities of any one issuer,  it generally will not invest more than 12%
of its assets in the  securities of a single issuer.  The Fund's  strategy is to
remain relatively fully invested,  but at times the Fund may have cash positions
of 10% or more if the Fund cannot identify qualified investment opportunities or
it has a negative or "bearish" view of the stock market.  However,  under normal
market  conditions,  at least 65% of the Fund's total assets will be invested in
equity  securities  (including not only common stocks,  but preferred stocks and
securities convertible into common and preferred stocks).

The Fund uses an event-driven approach in selecting investments.  The Fund looks
for companies  that appear to be undervalued  because they are  undergoing  some
corporate or other event that the Fund believes can result in significant growth
in the  companies'  valuations.  Examples  of these  events  include:  announced
mergers,  acquisitions and divestitures;  financial  restructurings;  management
reorganizations;  stock buy-back programs; or industry  transformations that can
affect   competitiveness.   The  Fund  then  identifies  companies  with  proven
management teams which maintain significant financial interest in the companies,
superior cash flows in excess of internal  growth  requirements  and outstanding
franchise values.  The Fund generally invests with a time horizon of two to five
years and seeks  investments  which offer the potential of appreciating at least
50% within the first two years of the investment.

The Fund  actively  monitors the  companies  in its  portfolio  through  regular
meetings and  teleconference  calls with senior  management and personal visits.
The Fund also actively  monitors the industries and competitors of the companies
within its portfolio  and checks  whether the original  investment  thesis still
holds  true.  The Fund  usually  will sell a stock  when it shows  deteriorating


                                       6
<PAGE>

fundamentals,  reaches its target  value,  constitutes  12% or more of the total
portfolio, or when the Fund identifies better investment opportunities.

The  Fund may  purchase  and sell  futures  contracts  and  options  on  futures
contracts  for  hedging  purposes.   The  Fund  anticipates   engaging  in  such
transactions  relatively infrequently and over relatively short periods of time.
Any  hedging  strategy  that the Fund may  decide to employ  will  generally  be
effected by buying puts on the overall  market or an index,  such as puts on the
Standard & Poor's 500 Composite Stock Price Index.

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

MARKET  RISK:  Because the Fund  primarily  invests in stocks,  it is subject to
market risk.  Stock  prices in general may decline  over short or even  extended
periods  not  only  due to  company  specific  developments  but  also due to an
economic  downturn,  a  change  in  interest  rates,  or a  change  in  investor
sentiment,  regardless  of the  success or failure  of an  individual  company's
operations.  Stock  markets  tend to run in  cycles  with  periods  when  prices
generally  go up,  known as  "bull"  markets,  and  periods  when  stock  prices
generally go down, referred to as "bear" markets.  Fluctuations in the prices of
stocks can be sudden and substantial.  Accordingly, the value of your investment
in the Fund will go up and down, which means that you could lose money.

NON-DIVERSIFICATION RISK: The Fund is a non-diversified  investment company and,
as such, its assets may be invested in a limited  number of issuers.  This means
that the Fund's performance may be substantially impacted by the change in value
of even a single  holding.  The  price of a share of the Fund can  therefore  be
expected to fluctuate more than a comparable  diversified  fund.  Moreover,  the
Fund's  share price may  decline  even when the  overall  market is  increasing.
Accordingly,  an  investment  in the  Fund  may  entail  greater  risks  than an
investment in a diversified investment company.

EVENT-DRIVEN STYLE RISK: The event-driven  investment  approach used by the Fund
carries  the  additional  risk that the event  anticipated  may occur later than
expected or not at all or may not have the desired effect on the market price of
the security.

FUTURES AND OPTIONS RISKS: The Fund could suffer a loss if it fails to hedge its
portfolio  prior to a market decline.  Moreover,  if the Fund engages in hedging
transactions using futures or options, the Fund could nevertheless suffer a loss
if the  hedging is based  upon an  inaccurate  prediction  of  movements  in the
direction of the securities and interest rate markets or the hedging  instrument
does not  accurately  reflect  the  Fund's  portfolio.  The Fund may  experience
adverse  consequences  that leave it in a worse position than if such strategies
were not used. As a result, the Fund may not achieve its investment objective.

YEAR 2000 RISKS:  The values of  securities  owned by the Fund may be negatively
affected  by Year 2000  problems.  Many  computer  systems  are not  designed to
process correctly date-related information after January 1, 2000. The issuers of
securities  held by the Fund  may  incur  substantial  costs  in  ensuring  that


                                       7
<PAGE>

computer  systems on which  they rely are Year 2000 ready and may face  business
and legal problems if these systems are not ready.  If computer  systems used by
exchanges,  broker-dealers,  and  other  market  participants  are not Year 2000
ready,  valuing and trading securities could be difficult.  These problems could
have a negative effect on the Fund's investments and returns.

ALTERNATIVE  STRATEGIES:  At times the Fund may judge that  market,  economic or
political conditions make pursuing the Fund's investment strategies inconsistent
with the best interests of its  shareholders.  The Fund then may temporarily use
alternative strategies that are mainly designed to limit its losses by investing
up to 100% of its assets in  short-term  money market  instruments.  If the Fund
does so, it may not achieve its investment objective.

                      Who manages the Focused Equity Fund?

First  Investors  Management  Company,   Inc.  ("FIMCO"  or  "Adviser")  is  the
investment  adviser to the Fund.  Its address is 95 Wall  Street,  New York,  NY
10005. It currently  serves as investment  adviser to 52 mutual funds with total
net assets of  approximately  $5 billion.  FIMCO  supervises  all aspects of the
Fund's operations,  except that the investment  subadviser determines the Fund's
portfolio transactions. For its services, FIMCO receives a fee at an annual rate
of 0.75% of the average  daily net assets of the Fund up to and  including  $300
million;  0.72% of the average  daily net assets in excess of $300 million up to
and including  $500 million;  0.69% of the average daily net assets in excess of
$500 million up to and including  $750  million;  and 0.66% of the average daily
net assets over $750 million. This fee will be computed daily and paid monthly.

FIMCO and the Fund have retained Arnhold and S. Bleichroeder, Inc. as the Fund's
investment subadviser.  Subject to continuing oversight and supervision by FIMCO
and the Board of Directors,  ASB has discretionary trading authority over all of
the Fund's assets.  ASB is located at 1345 Avenue of the Americas,  New York, NY
10105. ASB and its affiliates  currently provide investment advisory services to
investment companies, institutions and private clients. As of December 31, 1998,
ASB and its affiliates held investment management authority with respect to more
than $3  billion of  domestic  and  international  assets.  For its  subadvisory
services, FIMCO will pay ASB an annualized fee.

The Fund is managed by Colin G.  Morris,  Senior Vice  President of ASB, who has
been  responsible  for the management of various ASB clients since January 1993.
Prior to joining ASB in 1992, Mr. Morris was a partner at Mabon Securities, with
responsibility over arbitrage investments from 1988 to 1992.

In addition to the investment  risks of the Year 2000 which are discussed above,
the  ability of FIMCO,  ASB and their  affiliates  to price the  Fund's  shares,
process  purchase and  redemption  orders,  and render other  services  could be
adversely  affected if the computers or other systems on which they rely are not
properly programmed to operate after January 1, 2000. Additionally,  because the
services  provided by FIMCO, ASB and their affiliates  depend on the interaction
of their  computer  systems  with the computer  systems of brokers,  information
services and other parties, any failure on the part of such third party computer
systems  to deal with the Year 2000 may have a negative  effect on the  services
provided  to the Fund.  FIMCO and its  affiliates  are  taking  steps  that they


                                       8
<PAGE>

believe are  reasonably  designed to address the Year 2000  problem for computer
and other  systems used by them and are  obtaining  assurances  that  comparable
steps are being taken by the Fund's other service providers.  However, there can
be no assurance  that these steps will be sufficient to avoid any adverse impact
on the Fund. Nor can the Fund estimate the extent of any impact.

                            BUYING AND SELLING SHARES

                  How and when does the Fund price its shares?

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

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

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

                              How do I buy shares?

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

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

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


                                       9
<PAGE>

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

                      Which class of shares is best for me?

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

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

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

                                      Class A Shares

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

Less than $25,000            6.25%                6.67%
$25,000-$49,999              5.75                 6.10
$50,000-$99,999              5.50                 5.82
$100,000-$249,999            4.50                 4.71
$250,000-$499,999            3.50                 3.63
$500,000-$999,999            2.50                 2.56
$1,000,000 or more           0*                   0*

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

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


                                       10
<PAGE>

                                       Class B Shares

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

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

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

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

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

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

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

                              How do I sell shares?

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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

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

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

The Fund  reserves the right to reject any  exchange  request that appears to be
part of a market timing  strategy  based upon the holding  period of the initial
investment,  the amount of the investment being  exchanged,  the funds involved,
and the background of the shareholder or dealer  involved.  The Fund is designed
for long-term investment  purposes.  It is not intended to provide a vehicle for
short-term market timing.


                                       12
<PAGE>

                                ACCOUNT POLICIES

              What about dividends and capital gain distributions?

To the extent that it has net investment income and capital gains, the Fund will
declare  and pay  dividends  from its net  investment  income  and any  realized
capital  gains on an annual  basis,  usually at the end of its fiscal year.  The
Fund may make an  additional  distribution  in any year if  necessary to avoid a
federal excise tax on certain undistributed income and capital gain.

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

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

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

                                What about taxes?

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


                                       13
<PAGE>

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

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


                                       14
<PAGE>



                                                                        APPENDIX
                                                                        --------




                PERFORMANCE OF SIMILAR FUND MANAGED BY SUBADVISER


At the time this  prospectus  was printed,  the Fund had no  operating  history.
However, the Fund has an investment objective,  policies and strategies that are
substantially similar to those of another fund managed by the Fund's Subadviser,
the First Eagle Fund N.V. ("First Eagle"). First Eagle is organized in a foreign
jurisdiction  and offered  outside of the United  States.  ASB has managed First
Eagle since its inception in 1967.

Set forth below is information  regarding the prior  performance of First Eagle,
not the performance of the Fund. This information  reflects the total returns of
First  Eagle  during  the  periods  indicated.  Since  First  Eagle does not pay
dividends or make other distributions to its shareholders, the returns are based
upon changes in the value of an  investment  in First Eagle over given  periods.
Total  return  is based  on past  results  and is not an  indication  of  future
performance. The performance information is provided in two ways: (1) net of all
advisory fees and other expenses,  and (2) net of all advisory fees and expenses
except for performance  fees. The methodology for calculating the performance of
First Eagle  differs from that  required to be employed by mutual funds that are
offered in the United States.

Although First Eagle has an investment objective,  policies, and strategies that
are  substantially  similar to those of the Fund,  First Eagle's shares are sold
through  different  distribution  channels,  it  has a  different  purchase  and
redemption cycle (monthly rather than daily), and it has different expenses.  In
nine of the ten  years  for  which the  performance  history  of First  Eagle is
provided,  the total fees paid by First Eagle exceeded  those  projected for the
Fund. In 1994,  the expenses of First Eagle were 1.66%.  First Eagle also is not
subject  to  restrictions  imposed by the  Investment  Company  Act of 1940,  as
amended, or the Internal Revenue Code of 1986, as amended. These differences may
adversely  affect the  performance  of the Fund and cause it to differ  from the
future  performance of First Eagle. The Fund's future performance may be greater
or less  than the  performance  of  First  Eagle  due to,  among  other  things,
differences  in the sales charges,  expenses,  asset sizes and cash flows of the
Fund and First Eagle.

Moreover,  past  performance is no guarantee of future  results.  You should not
interpret  First  Eagle's  historical  performance  as  indicative of its future
performance or that of the Fund.


                                       15
<PAGE>



                          Ten Year Performance History
                          ----------------------------

                      First Eagle Fund Classes A, B and C*
                      ------------------------------------

                                        Annual Return          Standard & Poor's
              Annual Return (Net of    (without deducting         500 Index
    Year     all fees and expenses)    performance fee**)       (with dividends)
    ----     ----------------------    ------------------      -----------------

12/31/89            28.82%                  30.91%                  31.65%
12/31/90           -11.72%                 -11.72%                  -3.14%
12/31/91            18.72%                  19.69%                  30.48%
12/31/92            18.66%                  19.62%                   7.64%
12/31/93            23.07%                  24.52%                  10.05%
12/31/94            -0.38%                  -0.38%                   1.27%
12/31/95            30.69%                  32.98%                  37.53%
12/31/96            24.37%                  25.96%                  22.99%
12/31/97            27.84%                  30.93%                  33.35%
12/31/98            38.86%                  43.18%                  28.57%

*Classes A, B and C have the same expense ratio and performance.

**This  column  shows  performance  net of all  fees  and  expenses  except  for
performance  fees. Prior to 1997, the management fee was 1.60% of net assets. In
1997 and 1998,  the  management  fee was  1.50%.  First  Eagle  Fund also pays a
performance fee which differs according to the class of shares. For Classes A, B
and C, First Eagle Fund has paid a  performance  fee in the amount of 10% of the
annual capital  appreciation of the First Eagle Fund's share price since October
31, 1996. Prior to that date, the performance fee for Classes A, B and C was 10%
of the annual capital appreciation above a threshold of 10%.


                                       16
<PAGE>


[FIRST INVESTORS LOGO]



FOCUSED EQUITY FUND

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

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

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

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

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

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

                                               (Investment Company Act File No.:
                                   First Investors Focused Equity Fund 811-6618)



















                                                                         FIFEPRO


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