LIFE SERIES FUND - First Investors

FIRST CHOICEAn Individual Flexible PremiumDeferred Variable Annuity ContractOffered byFirst Investors Life Insurance CompanyThis booklet contains two prospectuses. The first prospectus is for theFirst Investors Life Variable Annuity Fund C (Separate Account C)Contract, which we call First Choice. The second prospectus is forthe Life Series Funds, which provides the underlying investmentoptions for the individual flexible premium deferred variableannuity contract offered through Separate Account C.May 1, 2014

First ChoiceAn Individual Flexible Premium Deferred Variable Annuity ContractOffered by First Investors Life Insurance Company through First InvestorsSeparate Account CFirst Investors Life Insurance Company40 Wall Street, New York, New York 10005 / 1(800) 832-7783This prospectus describes an individual flexible premium deferred variable annuity contract(the “Contract”) offered by First Investors Life Insurance Company (“First Investors Life”, “We”,“Us” or “Our”). The Contract provides You with the opportunity to accumulate capital, on atax-deferred basis, for retirement or other long-term purposes and thereafter, if You so elect, toreceive annuity payments for a lifetime based upon the Contract’s Accumulation Value.When You purchase a Contract, You allocate Your purchase payments (less certain applicablecharges) to one or more “Subaccounts” of Separate Account C or to the Fixed Account. Each ofthe Subaccounts invests in a corresponding “Fund” of the First Investors Life Series Funds (“LifeSeries Funds”). A copy of the prospectus for the Life Series Funds is attached. The Contractrequires a minimum initial investment of $5,000.The amount You accumulate in the Subaccounts depends upon the performance of theSubaccounts in which You invest. You bear all of the investment risk, which means that Youcould lose money invested in the Subaccounts. We credit interest to amounts You allocate to theFixed Account.Please read this prospectus and keep it for future reference. It contains important informationthat You should know before buying or taking action under a Contract, including all materialbenefits, features, rights, and obligations under a Contract. We filed a Statement of AdditionalInformation (“SAI”), dated May 1, 2014 with the Securities and Exchange Commission (“SEC”).We incorporate the SAI by reference into this prospectus. See the SAI Table of Contents at theend of this prospectus. You can get a free SAI by contacting Us at Raritan Plaza 1, Edison, NewJersey 08837, by calling the telephone number shown above or by visiting Our websitewww.firstinvestors.com. You also can obtain electronic copies of Our documents, includingreports and SAIs, from the EDGAR database on the SEC’s website at http://www.sec.gov.The SEC has not approved or disapproved these securities or passed judgment on the adequacyof this prospectus. Any representation to the contrary is a criminal offense.The date of this prospectus is May 1, 2014.

CONTENTSFEES AND EXPENSES ...................................................................................................... 1HISTORICAL ACCUMULATION UNIT INFORMATION ....................................................... 3OVERVIEW OF THE CONTRACT ...................................................................................... 6Summary of Risks and Rewards of the Contract ........................................................ 6How the Contract Works ........................................................................................... 7Who We Are and How to Contact Us .......................................................................... 8THE CONTRACT IN DETAIL .......................................................................................... 11Application and Purchase Payments ........................................................................ 11Allocation of Purchase Payments ............................................................................. 11Reallocations Among Subaccounts .......................................................................... 11What Are Our Policies on Frequent Reallocations Among Subaccounts? ................. 12What Are the Risks to Contractowners of Frequent Reallocations? .......................... 12The Accumulation Phase ......................................................................................... 13The Annuity Income Period ..................................................................................... 18Your Right To Cancel The Contract ......................................................................... 21FINANCIAL INFORMATION ........................................................................................... 22Calculating Values ................................................................................................... 22Contract Expenses ................................................................................................... 22Other Charges.......................................................................................................... 23Federal Tax Information .......................................................................................... 23OTHER INFORMATION ................................................................................................. 27Voting Rights ........................................................................................................... 27Processing Transactions .......................................................................................... 27Reservation of Rights ............................................................................................... 28State Variations ........................................................................................................ 28Distribution of the Contract ..................................................................................... 28Reports .................................................................................................................... 28Financial Statements ................................................................................................ 29TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION .............. 30First Investors Life does not guarantee the performance of the Subaccounts. The Contract is nota deposit or obligation of, or guaranteed or endorsed by, any bank or depository institution, noris it federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Bankor any other agency. The Contract involves risk, including possible loss of the principal amountinvested.The Contract may not be available in all states and jurisdictions. This prospectus does notconstitute an offering in any state or jurisdiction in which such offering may not lawfully bemade. First Investors Life does not authorize any information or representations regarding theContract other than as described in this prospectus, the attached Life Series Funds prospectusor any supplements thereto, or in any supplemental sales material We authorize.

GLOSSARY OF SPECIAL TERMSAccumulation Phase – The period betweenthe Effective Date of a Contract and theearlier of the Maturity Date or the death ofeither the Annuitant or Contractowner.Accumulation Unit – A unit that measuresthe value of a Contractowner’s interest in aSubaccount of Separate Account C before theMaturity Date. Accumulation Units areestablished for each Subaccount. TheAccumulation Unit value increases ordecreases based on the investmentperformance of the Subaccount’scorresponding Fund.Accumulation Value – The AccumulationValue is equal to the sum of the SubaccountAccumulation Value in each of theSubaccounts to which You have allocatedvalue under the Contract plus the FixedAccount Accumulation Value.Annuitant (and Joint Annuitant, if any) –The person(s) whose life (or lives) is (are)the measure for determining the amount andduration of annuity payments. Unlessotherwise specified, references to“Annuitant” refer to any Joint Annuitant aswell.Annuity Unit – A unit that determines theamount of each Variable Annuity Paymentafter the first Variable Annuity Payment.Annuity Units are established for eachSubaccount. The Annuity Unit value increasesor decreases based on the investmentperformance of the Subaccount’scorresponding Fund.Beneficiary – The person or entity that isdesignated to receive any benefits under aContract upon the death of the Annuitant orthe Contractowner.Contract – An individual flexible premiumdeferred variable annuity contract offered bythis prospectus.Contractowner (and Joint Contractowner,if any) – The person or entity with legalrights of ownership of the Contract. Unlessotherwise specified, the term also includesany Joint Contractowners.Contract Anniversary – The same monthand day each subsequent year from theContract’s Effective Date.Contract Year (and Contract Month andContract Quarter) – A one-year period oftime initially as measured from theContract’s Effective Date and then asmeasured from the Contract’s Anniversaryafter the first Contract Year. A ContractMonth or a Contract Quarter is a month orquarter, respectively, of a Contract Year.Effective Date – The date the Contract isissued by First Investors Life.Fixed Account Accumulation Value – TheFixed Account Accumulation Value at anytime is equal to the amount determined asdescribed below under the heading “THECONTRACT IN DETAIL: THE ACCUMULATIONPHASE – Fixed Account AccumulationValue.”Fixed Annuity Payment – Annuity paymentsthat remain fixed as to dollar amount.General Account – All assets of FirstInvestors Life other than those allocated toSeparate Account C and other segregatedinvestment accounts of First Investors Life.Good Order – Notice from someoneauthorized to initiate a transaction under aContract, received in a format satisfactory toUs at Our administrative office or other officeWe may designate (“Administrative Office”)that contains all information required by Usto process the transaction.Internal Revenue Code – The InternalRevenue Code of 1986, as amended.Investment in the Contract – The PurchasePayments You made, less any amounts Youpreviously surrendered that were nottaxable.Maturity Date – The date on which annuitypayments begin.Net Accumulation Value – TheAccumulation Value less any applicablepremium taxes not previously deducted.

Payee – The person designated as the“Payee” in the Contract, and who is entitledto receive annuity payments under theContract. The Contractowner will be thePayee unless another person is named as thePayee.Purchase Payment – A payment madeinitially to purchase a Contract or as anadditional contribution to a Contract (lessany charges).Separate Account C – The segregatedinvestment account entitled “First InvestorsLife Variable Annuity Fund C”, established byFirst Investors Life pursuant to applicablelaw and registered as a unit investment trustunder the Investment Company Act of 1940(“1940 Act”).Subaccount – A segregated investmentsubaccount under Separate Account C thatcorresponds to a Fund of the Life SeriesFunds. The assets of a Subaccount areinvested in shares of the corresponding Fundof the Life Series Funds.Subaccount Accumulation Value – TheSubaccount Accumulation Value in eachSubaccount at any time is equal to thenumber of Accumulation Units this Contracthas in that Subaccount, multiplied by thatSubaccount’s Accumulation Unit value.Valuation Date – Any date on which the NewYork Stock Exchange is open for trading.Valuation Period – The period beginning atthe end of any Valuation Date and extendingto the end of the next Valuation Date.Variable Annuity Payment – Annuitypayments that vary in dollar amountthroughout the annuity income period basedon the net investment experience of theSubaccounts.We (Us and Our) – First Investors Life.You (and Your) – An actual or prospectiveContractowner who is reading thisprospectus.

FEES AND EXPENSESThe following tables below show the fees and expenses that You will incur when You buy, ownand surrender a Contract.The first table describes the fees and expenses that You will pay if You surrender the Contract.Contractowner Transaction ExpensesMaximum Surrender Charge(as a percentage of Purchase Payment surrendered)* 8.00%* The surrender charge percentage that applies to a Purchase Payment decreases one percentage point each yearafter receipt of the Purchase Payment so that there is no surrender charge after eight years. Each year You maysurrender up to 10% of total Purchase Payments without a surrender charge. For purposes of computing thesurrender charge, Accumulation Units are considered to be in the order in which they were purchased (i.e. firstin,first-out). For more information concerning surrender charges, see “FINANCIAL INFORMATION: CONTRACTEXPENSES – Surrender Charges.”The next table describes the maximum fees and expenses that You will pay periodically duringthe time You own the Contract, not including Fund fees and expenses.Maximum Annual Contract Charge $50.00**Separate Account Annual Expenses(as a percentage of average daily account value)Mortality and Expense Risk Charge 1.00%** The annual contract charge is made during the Accumulation Phase only. The maximum annual contract chargethat We may deduct from the Accumulation Value in any Contract Year is $50. The current annual contract chargethat We deduct from the Accumulation Value is $35, which is guaranteed for the first 10 Contract Years. For morecomplete descriptions of the charges and expenses shown, please refer to “FINANCIAL INFORMATION: CONTRACTEXPENSES – Surrender Charge, Mortality and Expense Risk Charge, and Other Charges.”The next table shows the Funds’ minimum and maximum total annual operating expenses thatYou may pay indirectly during the time that You own the Contract. These expenses may behigher or lower in the future. More detail concerning each Fund’s fees and expenses iscontained in the attached prospectus for the Funds.Total Annual Fund Operating ExpensesRange of expenses that are deducted from Fund assets,including management fees and other expenses.Minimum Maximum 10.79% 1.54%1. The maximum total annual fund operating expenses have been restated to reflect current operating expenses.The following examples are intended to help You compare the cost of investing in the Contractwith the cost of investing in other variable annuity contracts. These costs include Contractownertransaction expenses, Contract charges, Separate Account annual expenses, and operatingexpenses of the Funds. The examples assume that You invest $10,000 in the Contract for thetime periods indicated. The examples also assume that Your investment has a 5% return eachyear and assumes the maximum fees and expenses of any of the Funds. Although Your actualcosts may be higher or lower, based on these assumptions, Your costs would be:1

If You surrender Your Contract at the end of the applicable time period:1 year 3 years 5 years 10 yearsMaximum Cost $882 $1,224 $1,593 $2,817Minimum Cost $863 $1,166 $1,495 $2,616If You annuitize or do not surrender Your Contract at the end of the applicable time period:1 year 3 years 5 years 10 yearsMaximum Cost $252 $774 $1,323 $2,817Minimum Cost $233 $716 $1,225 $2,616You should not consider the expenses in the example as a representation of past or futureexpenses. Actual expenses in future years may be more or less than those shown.2

HISTORICAL ACCUMULATION UNIT INFORMATIONThis table shows the Accumulation Unit values and the number of Accumulation Unitsoutstanding for each Subaccount of Separate Account C for the last 11 fiscal years (or the life ofthe Subaccount, if less). For years 2010 and later, the number of Accumulation Units shownbelow pertain to Contracts offered under this prospectus.SubaccountAtAccumulationUnit Value ($)Number ofAccumulationUnitsCashManagementSubaccountEquity IncomeSubaccountFund For IncomeSubaccountGovernmentSubaccountDecember 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 201314.68514.64114.85015.34315.89316.05415.92115.76315.60615.45015.29615.58317.95618.85922.67322.29915.58518.67521.13821.24823.39230.22929.63032.25132.06134.84234.86025.58934.24038.54740.32245.31347.94718.80019.28719.57920.12121.22522.47123.19924.07525.12525.35924.485331,160.4241,012.6182,146.8193,491.2518,520.1376,675.7303,014.850,542.9121,321.9154,725.967,975.12,109,425.11,972,594.11,899,062.71,710,351.11,577,727.61,377,531.81,184,140.424,116.175,548.0157,712.6212,248.1733,776.6683,685.6631,781.4535,648.1482,188.2413,012.8374,655.512,844.363,567.2127,803.2207,329.5767,494.4635,482.9585,087.8529,973.1514,817.5514,512.9493,703.624,193.163,946.3138,962.0165,716.73

SubaccountAtAccumulationUnit Value ($)Number ofAccumulationUnitsGrowth & IncomeSubaccountInternationalSubaccountInvestmentGradeSubaccountOpportunitySubaccount*Select GrowthSubaccountDecember 31, 2002December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2012December 31, 2013December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 201331.72640.57544.49847.22753.46853.98534.62543.89450.49351.17359.50681.33523.36126.49928.65436.25243.42524.98330.48234.23834.11540.81643.14620.52121.13721.20121.82822.80319.95723.89625.84927.18529.93829.40310.05613.9357.6508.0188.3789.08010.0165.8046.3157.5727.8908.85111.6672,829,687.02,578,414.02,306,271.92,079,072.71,821,672.01,626,474.01,401,403.11,216,234.817,550.9104,387.5188,541.7235,599.11,521,685.81,353,502.71,207,617.01,081,518.61,010,952.9888,496.3782,978.89,986.956,696.9101,766.8152,054.41,047,192.3938,241.9880,520.1758,876.0738,222.8655,153.9618,028.320,550.999,796.7208,916.0278,719.20.0219,904.0509,518.5428,049.7368,155.3303,144.2271,525.5326,913.1320,182.630,458.8197,598.1365,865.1482,101.14

SubaccountAtAccumulationUnit Value ($)Number ofAccumulationUnitsSpecial SituationsSubaccountTarget Maturity2015 SubaccountTotal ReturnSubaccount*December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2003December 31, 2004December 31, 2005December 31, 2006December 31, 2007December 31, 2008December 31, 2009December 31, 2010December 31, 2011December 31, 2012December 31, 2013December 31, 2012December 31, 201334.98239.06040.65849.31452.05534.40144.53755.81056.49461.52979.72814.62315.70416.23116.36717.77620.16219.51820.98222.25622.21921.9559.92611.5001,406,523.11,233,285.01,098,894.8960,282.3856,791.0732,305.6653,636.49,350.954,747.6100,498.6121,559.2362,596.9333,577.9328,561.4326,719.7376,024.8361,598.5330,511.97,036.625,749.342,260.445,379.00.0211,595.9*The inception date for the Opportunity Subaccount and the Total Return Subaccount was December 17, 2012. TheAccumulation Unit values for each of these Subaccounts initially was set at $10.00 on December 17, 2012.5

OVERVIEW OF THE CONTRACTThis overview highlights some basicinformation about the Contract offered byFirst Investors Life in this prospectus. Youwill find more information about theContract in “THE CONTRACT IN DETAIL”section of this prospectus.SUMMARY OF RISKS AND REWARDSOF THE CONTRACTThe benefits of the Contract are, amongother things:Investment Diversification There aretwelve Subaccounts available under theContract, each with different investmentobjectives, policies and risks allowing forinvestment diversification. Each Subaccountinvests in a corresponding Fund of the LifeSeries Funds.Income Tax Deferral You defer paymentof income taxes on any income and gainsuntil You access Your money throughsurrenders or one of Our annuity pay-outoptions. This gives Your money thepotential to grow faster.Asset Reallocation You can also reallocateYour accumulated assets among theSubaccounts and the Fixed Account, asYour circumstances change, withoutincurring current income taxes.No Income or Contribution LimitationsThere are no income or contribution limits– such as those that exist on individualretirement accounts (“IRAs”) or 401(k)s –that restrict the amount that You can invest.You control how much You invest for Yourretirement so long as You meet Ourminimum investment requirements andwhen and how often You wish to add toYour Contract.Minimum Guaranteed Death Benefit Weguarantee a minimum death benefit if theAnnuitant dies during the AccumulationPhase, which protects Your principal frommarket declines if You die.Guaranteed Annuity Income You canreceive an annuity pay-out providing astream of income to suit Your needs for therest of Your life.There are several risk factors that Youshould consider:Investment Risk You bear all of theinvestment risk of the Funds thatcorrespond to the Subaccounts You select,which means You could lose money.Fees and Charges An investment in aContract is not a direct investment in amutual fund. There are additional chargesfor the death benefit and other features ofthe Contract that are not associated with amutual fund.Internal Revenue Service (“IRS”)Penalty Because a 10% federal tax penaltyis generally imposed on the taxable portionof surrenders prior to age 59½, You shouldnot invest in the Contract if You have shortterminvestment objectives that wouldrequire You to liquidate all or a portion ofthe Contract prior to reaching age 59½.Holding Period A minimum holdingperiod is often necessary before the taxbenefits of tax deferral are likely tooutweigh the often higher fees imposed onvariable annuities relative to alternativeinvestments.Be Careful With Your IRA A tax-deferredaccrual feature is already provided by anytax-qualified arrangement such as an IRA.Therefore, You should have reasons otherthan tax deferral, such as the additionalbenefits described in this prospectus, forpurchasing a Contract within an IRA orother arrangement that receives tax deferralthrough the Internal Revenue Code.Surrender Charges There is a maximum8% surrender charge that decreasesannually during the eight years followingreceipt of a Purchase Payment. You should6

therefore invest in a Contract only if Youhave a long-term investment horizon.Taxation of Surrenders A partial or totalsurrender of a Contract is taxed for federalincome tax purposes as ordinary income tothe extent that the Accumulation Valueexceeds Your Investment in the Contract(i.e., on an “income first” basis).Taxation of Death Benefits Under currenttax laws the death benefit paid to theBeneficiary of a Contract is taxed asordinary income to the Beneficiary at theBeneficiary’s tax rate to the extent that thedeath benefit exceeds the Contractowner’sInvestment in the Contract. Thus, if Yourprimary objective is to pass wealth on toYour heirs, a life insurance policy may bemore appropriate for You for federalincome tax purposes. The amount of thedeath benefit on a life insurance policypasses income-tax free (though notnecessarily estate tax free) to theBeneficiary; an annuity death benefit doesnot.General Account Risk The assets of theGeneral Account support Our insuranceobligations and are subject to generalliabilities from Our business operations andto claims by Our general creditors.Amounts allocated to the Fixed Account,and any guarantees under Your Contractthat exceed Your Contract Value (such asthose that may be associated with the deathbenefit), are paid from the GeneralAccount. Any such amounts that We areobligated to pay in excess of Your ContractValue are subject to Our financial strengthand claims-paying ability.HOW THE CONTRACT WORKSThe Contract has two phases: anAccumulation Phase and an annuity incomeperiod. During the Accumulation Phase,earnings on Your investment accumulate ona tax-deferred basis. The annuity incomeperiod begins when You convert from theAccumulation Phase by agreeing that thePayee will start receiving regular annuitypayments after the Accumulation Value hasbeen applied to one of the annuity optionsin accordance with the annuity rates in theContract. You can select one of severalannuity income payment options.The Contract is a “variable” annuitybecause Your Subaccount AccumulationValues during the Accumulation Phase andthe amount of Your Variable AnnuityPayments during the annuity income periodfluctuate based on the performance of theFunds underlying the Subaccounts You haveselected. As a result, the SubaccountAccumulation Values in Your Contract andYour Variable Annuity Payments mayincrease or decrease. You are permitted toallocate Your Purchase Payments to 12available Subaccounts We offer under theContract, as long as each allocation is atleast 1% of the Purchase Payment. You alsomay allocate Purchase Payments to theFixed Account, as described below. Subjectto certain limitations, You may reallocateYour Accumulation Value or, after thecommencement of Variable AnnuityPayments, the value allocated to theSubaccounts upon which the amount of theVariable Annuity Payments are based.The Contract provides a guaranteed deathbenefit that is payable to the Beneficiary ifthe Annuitant dies during the AccumulationPhase. The Contract guarantees that theBeneficiary will receive upon the death ofthe Annuitant the greater of (i) the total ofall Purchase Payments reducedproportionately by any surrenders, or (ii)the Accumulation Value. Upon the death ofa Contractowner who is not also theAnnuitant, We will pay only theAccumulation Value to the Beneficiary. Wepay the death benefit when We receive bothproof of death and appropriate instructionsfor payment. The death benefit is reducedby the amount of any surrenders, see “TheAccumulation Phase: Death Benefits BeforeCommencement of Annuity Payments” fordetails. You may surrender a portion or allof the Accumulation Value during theAccumulation Phase.7

WHO WE ARE AND HOW TOCONTACT USFirst Investors LifeFirst Investors Life Insurance Company,with its home office at 40 Wall Street, NewYork, New York 10005, is a stock lifeinsurance company incorporated under thelaws of the State of New York in 1962. Wewrite life insurance and annuities.First Investors Life is part of First InvestorsConsolidated Corporation (“FICC”), aholding company, which owns all of thevoting common stock of First Investors Life.Other affiliates of First Investors Lifeinclude: First Investors Corporation(“FIC”), the distributor of the Contracts;First Investors Management Company, Inc.(“FIMCO”), the investment adviser of theLife Series Funds; and Administrative DataManagement Corp., the transfer agent forthe Life Series Funds.For information or service concerning aContract, You can contact Us in writing atOur Administrative Office located at RaritanPlaza 1, Edison, New Jersey 08837. You canalso call Us at 1 800-832-7783 between thehours of 9:00 A.M. and 6:00 P.M., EasternTime, or fax Us at 1 732-855-5935.You should send any Purchase Payments,notices, elections, or requests that Youmake, as well as any other documentationthat We require for any purpose inconnection with Your Contract, to OurAdministrative Office. No such payment,notice, election, request or documentationwill be treated as having been “received” byUs until We have received it, as well as anyrelated items that We require, all incomplete and Good Order (i.e., in formand substance acceptable to Us) at OurAdministrative Office. To meet Ourrequirements for processing transactions,We may require that You use Our forms.We will notify You and provide You with anaddress if We designate another office forreceipt of information, payments anddocuments.Separate Account CFirst Investors Life Variable Annuity Fund Cwas established on December 21, 1989under New York Insurance Law. SeparateAccount C is registered with the SEC as aunit investment trust under the 1940 Act.We segregate the assets of Separate AccountC from Our other assets in Our GeneralAccount. These assets fall into twocategories: (1) assets equal to Our reservesand other liabilities under the Contract and(2) additional assets derived from expensesthat We charge to Separate Account C. Theassets equal to Our reserves and liabilitiessupport the Contract. We cannot use theseassets to satisfy any of Our otherobligations. The assets We derive fromContract charges do not support theContract, and We can transfer these assetsin cash to Our General Account. Beforemaking a transfer, We will consider anypossible adverse impact that the transfermay have on Separate Account C. We creditto, or charge against, the Subaccounts ofSeparate Account C realized and unrealizedincome, gains and losses without regard toOur other income, gains and losses. Theobligations under the Contract are Ourobligations.Each Subaccount invests its assets in acorresponding Fund of the Life SeriesFunds at net asset value. Therefore, We ownthe shares of the underlying Funds, notYou. The value of Your investment in aSubaccount is determined by the value ofthe underlying Fund. Each Subaccountreinvests any distribution received from aFund in the distributing Fund at net assetvalue. So, none of the Subaccounts makecash distributions to Contractowners. EachSubaccount may make deductions forcharges and expenses by redeeming thenumber of equivalent Fund shares at netasset value.The Fixed AccountThe Fixed Account is not part of SeparateAccount C. It is part of Our GeneralAccount. The General Account consists ofall assets owned by Us, other than those in8

Separate Account C or in any other legallysegregated separate accounts We own. Theassets of the General Account support Ourinsurance obligations and are subject togeneral liabilities from Our businessoperations and to claims by Our generalcreditors. The assets of the General Accountcan be invested as We choose, subject tocertain legal requirements. We guaranteethat any assets You choose to allocate to theFixed Account will earn interest at theannual Minimum Guaranteed Interest Rate(currently 1.00% for contracts issued since2013). This rate is subject toredetermination annually as describedbelow.On each Contract Anniversary, the FixedAccount Minimum Guaranteed Interest Rateis redetermined as (a) – (b) where (a) isthe average of the daily five-year ConstantMaturity Treasury rates for the month ofOctober in the calendar year prior to theContract Anniversary (rounded to thenearest 1/20 th of 1%) and (b) is 1.25%. Inno case, however, will the annual FixedAccount Minimum Guaranteed Interest Ratebe greater than 3.00% or less than 1.00%.We may, but are not required to, declareinterest in excess of the annual MinimumGuaranteed Interest Rate (“excessinterest”). If We declare excess interest, Weare not required to guarantee that it willremain in effect for any specific period oftime. Therefore, We may reduce oreliminate such excess interest at any timewithout prior notice to You. However, anyexcess interest already credited to Youraccount is non-forfeitable.You do not share in any gains or losses thatWe experience in the Fixed Account or OurGeneral Account. We bear the entire riskthat the investments in Our General Accountmay not achieve the annual minimumguaranteed or declared rates of return.Amounts allocated to the Fixed Account,and any guarantees under Your Contractthat exceed Your Accumulation Value (suchas those that may be associated with thedeath benefit), are paid from the General9Account. Any such amounts that We areobligated to pay in excess of YourAccumulation Value are subject to Ourfinancial strength and claims-paying ability.The Fixed Account is not registered underthe Securities Act of 1933. Moreover,neither the Fixed Account nor the GeneralAccount is registered as an investmentcompany under the 1940 Act. The staff ofthe SEC has therefore not reviewed thedisclosures in this prospectus that relate tothe Fixed Account.The Life Series FundsThe Life Series Funds is an open-endmanagement investment companyregistered with the SEC under the 1940 Act.The Life Series Funds consists of 12separate Funds, all of which are available toContractowners. Each of the Fundscurrently offers its shares only through thepurchase of a Contract or another variablelife or variable annuity contract issued byFirst Investors Life or by other insurancecompanies. Each of the Funds reserves theright to offer its shares to other separateaccounts or directly to Us. Although someof the Funds have similar names, the sameportfolio manager and the same investmentobjectives as other publicly availablemutual funds, they are separate and distinctfrom these mutual funds. The Funds willhave different portfolio holdings and fees sotheir performances will vary from the othermutual funds.FIMCO, the investment adviser of the LifeSeries Funds, is a New York corporationlocated at 40 Wall Street, New York, NewYork 10005. FIMCO and the Life SeriesFunds have retained Smith AssetManagement Group, L.P., 100 CrescentCourt, Suite 1150, Dallas, TX 75201, toserve as the subadviser of the Select GrowthFund, Vontobel Asset Management, Inc.,1540 Broadway, New York, New York10036 to serve as the subadviser of theInternational Fund and Muzinich & Co.,Inc., 450 Park Avenue, New York, NewYork 10022 to serve as subadviser for theFund For Income Fund.

The following table includes the investmentobjective for each available Fund. There isno assurance that any of the Funds willachieve its stated objective(s). There is aSubaccount with the same name as itscorresponding underlying Fund. Thedegree of investment risk You assume willdepend on the Subaccounts You select. Youshould consider Your allocations carefully.The investment objective, principalinvestment strategies, principal risks andmanagement of the Funds are described inthe attached Life Series Funds prospectus,which You should read carefully beforeinvesting.FundInvestment ObjectiveCash Management FundEquity Income FundFund For IncomeGovernment FundGrowth & Income FundInternational FundInvestment Grade FundOpportunity FundSelect Growth FundSpecial Situations FundTarget Maturity 2015 FundTotal Return FundHigh rate of current income consistent with the preservation of capital andmaintenance of liquidity.Total return.High current income.A significant level of current income which is consistent with security andliquidity of principal.Long-term growth of capital and current income.Long-term capital growth.A maximum level of income consistent with investment in investment gradedebt securities.Long-term capital growth.Long-term growth of capital.Long-term growth of capital.A predictable compounded investment return for investors who hold theirFund shares until the Fund’s maturity, consistent with preservation of capital.High, long-term total investment return consistent with moderate investmentrisk.10

THE CONTRACT IN DETAILAPPLICATION AND PURCHASE PAYMENTSWe will process Your application on the day We receive it at Our Administrative Office in GoodOrder. If Your application is incomplete or incorrect, We have five business days to complete itand process the transaction. Otherwise, We will return the Purchase Payment to You at the endof the five-day period. However, We can try to reach You to explain the reasons for the delay increditing the money and get Your consent to keep the money until the problem is solved.Your initial Purchase Payment must be at least $5,000. You may make additional PurchasePayments of at least $200 each at any time after Contract issuance. We will not accept for apurchase of a First Choice Variable Contract the proceeds from a surrender of one of Our othervariable annuities. We do not limit the maximum amount of Purchase Payments under aContract. However, initial Purchase Payments of $500,000 or more, and subsequent PurchasePayments of $250,000 or more, will be subject to additional review by First Investors Life. Wereserve the right to reject such payments.Your Purchase Payments allocated to the Subaccounts buy Accumulation Units of theSubaccounts and not shares of the Funds in which the Subaccounts invest. We allocatePurchase Payments to the appropriate Subaccount(s) based on the next computed value of anAccumulation Unit following receipt of Your Purchase Payments at Our Administrative Office inGood Order. We value Accumulation Units at the end of each Valuation Date (generally 4:00P.M., Eastern Time). If We receive a Purchase Payment prior to the end of a Valuation Date inGood Order, We will process the payment based upon that day’s Accumulation Unit values. If Wereceive a payment after the end of the Valuation Date, We will process the Purchase Paymentbased upon the next Valuation Date’s values.ALLOCATION OF PURCHASE PAYMENTSWhen You purchase a Contract You select the percentage allocation of Your Purchase Paymentto the Subaccounts and the Fixed Account. Your allocations are subject to the followingconstraints:1. Allocation percentages must be in whole numbers;2. Allocation percentages must add to 100%; and3. The allocation percentage for the Fixed Account may not exceed 50%.On the Effective Date of Your Contract, the portion of the initial Purchase Payment Youdesignated for the Subaccounts will be allocated to the Cash Management Subaccount for 20days. On the 21st day, the Subaccount Accumulation Value in the Cash Management Subaccountwill be reallocated to the Subaccounts You designated on the application. This reallocation willoccur as of the end of the 20th day following the Effective Date. If that day is not a business day,then the reallocation will occur as of the end of the next business day. The portion of the initialPurchase Payment You designated for the Fixed Account will be allocated to the Fixed Accountupon issuance of the Contract.A change in the allocation percentages for future additional Purchase Payments will affectreallocations occurring under the Automated Subaccount Reallocation Option. See thedescription under “THE CONTRACT IN DETAIL: THE ACCUMULATION PHASE – AutomatedSubaccount Reallocation Option” for additional information.REALLOCATIONS AMONG SUBACCOUNTSSubject to the restrictions discussed below, You may change the allocation of YourAccumulation Value among the Subaccounts, or among the Subaccounts and the Fixed Account,11

through a transfer of Accumulation Value by written notice, telephone, participation in OurSystematic Transfer Option, or participation in Our Automated Subaccount Reallocation Option.Only the Automated Subaccount Reallocation Option or the Systematic Transfer Option, but notboth, may be in effect at the same time.WHAT ARE OUR POLICIES ON FREQUENT REALLOCATIONS AMONGSUBACCOUNTS?The Contract is designed for long-term investment purposes. It is not intended to provide avehicle for frequent trading or market timing. As described in the Life Series Funds prospectus,the Board of Trustees of the Life Series Funds has adopted policies and procedures to detectand prevent frequent trading in the shares of each of the Life Series Funds, other than the CashManagement Fund, and to reject, without any prior notice, any purchase or exchangetransaction if the Funds believe that the transaction is part of a market timing strategy.In order to protect Contractowners and to comply with the underlying Funds’ policies, We haveagreed to honor instructions from the Funds to restrict or prohibit further purchases ortransfers of shares by any Contractowner that has been identified by the Funds as having violatedits market timing policies. Accordingly, We may be required to reject any reallocation request,without any prior notice, that is determined by the Funds to be part of a market timing strategy.We also reserve the right to limit or conditionally transfer privileges in any manner that Webelieve is necessary or appropriate to (1) protect participants in a Fund from adverseconsequences of “market timing” or overly frequent transactions; or (2) conform SeparateAccount C’s policies and practices in this regard to those of a Fund in one or more respects.Without limitation, We reserve the right to impose on You any charge that Your transfer causes aFund to assess against Us or Separate Account C.In order to enforce Our policy against market timing, We monitor reallocation requests usingcriteria such as (a) the number of reallocation transactions that occur within a specified periodof time and (b) the dollar amount of reallocations that occur within a specified period of time.Moreover, We will only accept a transaction request that is in writing or made by telephone, andcomplies with Our requirements. We will not accept transaction requests by facsimile or e-mail.We cannot guarantee that Our monitoring efforts will be effective in identifying or preventing allmarket timing or frequent trading activity in the Subaccounts.WHAT ARE THE RISKS TO CONTRACTOWNERS OF FREQUENT REALLOCATIONS?To the extent that Our policies are not successful in detecting and preventing frequent trading inthe Subaccounts, frequent trading may: (a) interfere with the efficient management of theunderlying Funds by, among other things, causing the underlying Funds to hold extra cash or tosell securities to meet redemptions; (b) increase portfolio turnover, brokerage expenses, andadministrative costs; and (c) harm the performance of the Funds, particularly for long-termshareholders who do not engage in frequent trading. These risks may in turn adversely affectContractowners who invest in the Funds through Our Subaccounts.In the case of the Subaccounts that invest indirectly in high yield bonds and stocks of small-sizeand/or mid-size companies, the risk of frequent trading includes the risk that investors mayattempt to take advantage of the fact that these securities may trade infrequently and thereforetheir prices may be slow to react to information. This could cause dilution in the value of theshares held by other shareholders. In the case of the Subaccounts that invest indirectly inforeign securities, the risks of frequent trading include the risk of time zone arbitrage. Timezone arbitrage occurs when shareholders attempt to take advantage of the fact that the valuationof foreign securities held by a Fund may not reflect information or events that have occurredafter the close of the foreign markets on which such securities principally trade but before the12

close of the NYSE. This could cause dilution in the value of the shares held by othershareholders.THE ACCUMULATION PHASEDetermining Your Accumulation ValueThe Accumulation Value You have in Your Contract varies daily depending on, among otherthings, the investment experience of the Subaccounts You have selected and the proportion ofYour Accumulation Value that You have allocated to the Fixed Account.Fixed Account Accumulation ValueOn the Contract’s Effective Date, the Fixed Account Accumulation Value is equal to the portion ofthe initial Purchase Payment You allocate to the Fixed Account. The Fixed AccountAccumulation Value on any succeeding day is equal to the Fixed Account Accumulation Value onthe previous day, plus the sum of the values of the following transactions that have occurredsince the previous day:1. any additional Purchase Payments allocated to the Fixed Account;2. any transfers into the Fixed Account; and3. interest accrued on the Fixed Account Accumulation Value;less the sum of the values of the following transactions that have occurred since the previous day;1. any transfers out of the Fixed Account;2. any partial surrenders allocated to the Fixed Account; and3. if due subsequent to the previous day, the portion of the annual Contract charge for thecurrent Contract Year allocated to the Fixed Account.Subaccount Accumulation ValueThe Subaccount Accumulation Value in each Subaccount at any time is equal to the number ofAccumulation Units the Contract has in the Subaccount, multiplied by the Subaccount’sAccumulation Unit value. Amounts You allocate to or transfer into a Subaccount are used topurchase Accumulation Units in the Subaccount. We redeem Accumulation Units when amountsare deducted, transferred, or surrendered from a Subaccount. These purchases andredemptions of Accumulation Units are referred to as “Contract Transactions.” The number ofAccumulation Units a Contract has in a Subaccount at any time is equal to the number ofAccumulation Units purchased minus the number of Accumulation Units redeemed in theSubaccount up until that time. The number of Accumulation Units purchased or redeemed as aresult of a Contract Transaction is equal to the dollar amount of the Contract Transactiondivided by the value of the Subaccount’s Accumulation Units on the date of the ContractTransaction.Accumulation Unit values are determined as of the end of each Valuation Date. TheAccumulation Unit values that apply to a Contract Transaction made on a Valuation Date are theunit values as of the end of that day. If We receive Your request or other documentation for atransaction after the end of a Valuation Date, it is processed based on the value of AccumulationUnits as of the end of the next Valuation Date. The value of an Accumulation Unit of aSubaccount on any Valuation Date is equal to the value of the Accumulation Unit on the previousValuation Date, multiplied by the net investment factor for that Valuation Date. The netinvestment factor for a Subaccount on any Valuation Date is equal to (a) divided by (b), less (c)where13

(a) is the net asset value per share of the Fund in which the Subaccount invests at the end ofthe Valuation Date, plus the per share amount of any dividend or capital gain distributionfrom the Fund since the previous Valuation Date, less the per share amount of any taxescharged by Us;(b) is the net asset value per share of the Fund on the previous Valuation Date; and(c) is the total of the daily mortality and expense risk charges since the previous ValuationDate.Transfer of Accumulation ValueYou may transfer the Accumulation Value between any two or more of the Subaccounts, orbetween one or more Subaccounts and the Fixed Account, by providing Us with written notice ofYour request, or by calling 1(800) 832-7783. There is a limit of six transfers between two ormore Subaccounts in any 12-month period. Only one transfer either to or from the FixedAccount is allowed in any 12-month period. The minimum transfer amount You may request is$100. Each transfer from the Fixed Account is limited to the greatest of:1. 25% of the Fixed Account Accumulation Value;2. The amount of the most recent transfer out of the Fixed Account during the prior 15months; or3. $1,000.Transfers to the Fixed Account may not be more than the amount that would cause the ratio ofthe Fixed Account Accumulation Value to the Accumulation Value to exceed the Maximum FixedAccount Allocation Percentage specified in the Contract schedule. Transfer requests that do notcomply with these limitations will be rejected.A Transfer of Accumulation Value made while the Automated Subaccount Reallocation Option isin effect automatically cancels the Automated Subaccount Reallocation Option. Requests fortransfers are processed as of the Valuation Date We receive them in Good Order. We may defertransfers from the Fixed Account for up to six months. If We do so, We will notify You when thetransfer will be made, the reason for the delay, and the value of the transfer on the date Wereceived Your request.Telephone Transfer OptionYou may make transfers of Accumulation Value as described above by telephone by calling1(800) 832-7783. You will be required to provide certain information for identificationpurposes when requesting a transaction by telephone and We may record Your telephone call.We may also require written confirmation of Your request.We will not be liable for losses resulting from telephone requests that We believe are genuine.We reserve the right to revoke or limit Your telephone transaction privileges at any time withoutrevoking or limiting all owners’ telephone transaction privileges. Telephone privileges may bedenied to market timers and frequent or disruptive traders.We cannot guarantee that telephone transactions will always be available. For example, theremay be interruptions in service beyond Our control such as weather-related emergencies.Systematic Transfer OptionYou may request that a specified dollar amount of Subaccount Accumulation Value betransferred from any one or more Subaccounts (the “originating accounts(s)”) to any one ormore other Subaccounts (the “receiving account(s)”) at monthly or quarterly intervals, as14

selected. The first such systematic transfer will occur on the first Valuation Date of the ContractMonth or Contract Quarter that next follows the date We receive Your request. Transfers underthis option may not be designated either to or from the Fixed Account.The minimum amount that may be transferred either from or to any one Subaccount is $100.The Systematic Transfer Option will terminate if and when the Subaccount Accumulation Valueremaining in all of the originating accounts is depleted. Currently, transfers made under thisoption are not subject to any fee and are not included in the yearly transfer count. We mayterminate this option or modify Our rules governing this option at Our discretion by giving You31 days written notice.Automated Subaccount Reallocation OptionIf You request, We will automatically reallocate the Subaccount Accumulation Values atquarterly intervals according to the most recent Purchase Payment allocation on file with Us.The first such reallocation will occur on the first Valuation Date of the Contract Quarter thatnext follows the date on which We receive Your request.Upon reallocation, the amount of Subaccount Accumulation Value allocated to each Subaccountis equal to (a) multiplied by (b), where:(a) is equal to:1. the allocation percentage You have specified for the Subaccount; divided by2. the sum of the allocation percentages for all such Subaccounts; and,(b) is equal to the sum of the Subaccount Accumulation Values in all of the Subaccounts at thetime of the reallocation.Any requested changes in Your Purchase Payment allocation percentages are reflected in thenext quarterly reallocation following the change. The reallocation will only affect the allocationof Subaccount Accumulation Values among the Subaccounts. It will not affect the Fixed AccountAccumulation Value. Transfers of Subaccount Accumulation Values made under this option arenot subject to the minimum transfer amount described above. Currently, transfers made underthis option are not subject to any fee and are not included in the yearly transfer count. A transferof Subaccount Accumulation Value made while this Automated Subaccount Reallocation Optionis in effect automatically cancels the option. You may subsequently re-elect this option bymaking a request in the manner described above. We may terminate this option or modify Ourrules governing this option at Our discretion by giving You 31 days written notice.Death Benefits Before Commencement of Annuity PaymentsIf You die before the Maturity Date, We pay a death benefit to the Beneficiary You havedesignated. We generally make this payment within seven days of receiving in Good Order (a) adeath certificate or similar proof of the death of the Annuitant or Contractowner (“Due Proof ofDeath”) and (b) a claimant’s statement form that includes payment instructions with theBeneficiary’s election to receive payment in either a single sum settlement or an annuity option.We will pay the death benefit: (a) in a single sum and the Contract will terminate, (b) byapplying it to one of the annuity options, or (c) as We otherwise permit.Generally, the amount of the death benefit payable to the Beneficiary, upon the death of theContractowner who is also the Annuitant, is the greater of (a) the total Purchase Paymentsreduced proportionally by any partial surrenders or (b) the Accumulation Value on the date Wereceive Due Proof of Death. We calculate the proportional reduction in Your total PurchasePayments in two steps. First, We calculate the percentage that any surrender represents of Your15

Accumulation Value. Then We reduce Your Accumulation Value and Purchase Payments by thatpercentage.Upon the death of the Contractowner who is not also the Annuitant, the amount of the deathbenefit will be equal to the Accumulation Value. We also will pay a death benefit in an amountequal to the Accumulation Value upon the death of the first Joint Contractowner (if any) to die,even if that deceased Joint Contractowner also is the Annuitant. We determine the AccumulationValue for the death benefit as of the next computed value of the Accumulation Value followingOur receipt at Our Administrative Office of Due Proof of Death in Good Order. The decision onhow We pay the death benefit is at the Contractowner’s election before the Annuitant’s death andthe Beneficiary’s election after the Annuitant’s death.The following example demonstrates how the death benefit, payable on the death of theContractowner who is also the Annuitant, is determined for a Contract in the AccumulationPhase.EffectiveDateDeath BenefitYour Initial Purchase Payment and Death Benefit is $100,000End ofFirst ContractYearAssume Your Accumulation Value grows to:Your Death Benefit is the greater of Your Purchase Payment($100,000) or Your Accumulation Value ($104,340) and is equal to:$104,340$104,340SeventhContractAnniversaryAssume Your Accumulation Value grows to:Your Death Benefit is the greater of Your Purchase Payment($100,000) or Your Accumulation Value ($132,023) and is equal to:$132,023$132,023End of TenthContract YearAssume Your Accumulation Value declines to:You then decide to partially surrender:The proportion Your partial surrender represents of theAccumulation Value, which is the partial surrender amount ($25,000)Divided by the Accumulation Value ($71,643) which is:Your Accumulation Value and Purchase Payment(s) are bothreduced by 34.90%Thus, after the surrender:Your Accumulation Value is:Your Purchase Payment is:Your Death Benefit is equal to the greater of these amounts:$71,643$25,00034.90%$46,643$65,100$65,100End ofEleventhContract YearAssume Your Accumulation Value declines to:Your Death Benefit is equal to the greater of Your PurchasePayment ($65,100) or Your Accumulation Value ($51,483):$51,483$65,100This example assumes that a partial surrender is taken during the tenth Contract year but doesnot account for any tax consequences.16

Special Requirements for Payment ofDeath BenefitIf the Contractowner dies before We havedistributed the entire interest in theContract, We must distribute the value ofthe Contract to the Beneficiary as providedbelow. Otherwise, the Contract will notqualify as an annuity under Section 72 ofthe Internal Revenue Code.Generally, if the Contractowner dies beforethe Maturity Date, the death benefit may betaken immediately, after which theContract will terminate, or the Beneficiarymay become the Contractowner and theContract will continue, subject to thefollowing conditions:If the Beneficiary elects to continue theContract and is not the deceasedContractowner’s spouse, he or she maynot make additional Purchase Payments,and the entire interest in the Contract mustbe distributed to the Beneficiary (a) withinfive years, or (b) beginning within oneyear of death, under an annuity option thatprovides that We will make annuitypayments over a period not longer thanthe life or life expectancy of theBeneficiary.If the Beneficiary is the deceasedContractowner’s spouse, he or she maycontinue the Contract and name a newBeneficiary, subject to additionalconditions in the Contract.If the Beneficiary wishes to take the deathbenefit as an annuity payout, then theBeneficiary must make such election andpayments must begin within 60 days of theContractowner’s death. This is necessaryto receive federal tax treatment of annuitypayments rather than the federal deathbenefit being treated for tax purposes as alump sum distribution in the year of thedeath.Partial and Full Surrenders During theAccumulation PhaseYou may make a partial or full surrenderof Your Contract at any time during the17Accumulation Phase, provided that anypartial surrenders must be for at least$500. You will be entitled to receive theAccumulation Value less any surrendercharge or, in the case of a partialsurrender, the portion surrendered, lessany surrender charge. Your request iseffective on the date it is received inwriting on Our form in Good Order at OurAdministrative Office. Your AccumulationValue less the requested amount will bedetermined based on the next computedvalue of Accumulation Units.We may defer payment of amountssurrendered from a Subaccount for nomore than seven days, except that We maydefer payment of amounts surrendered forany period during which:• the NYSE is closed for trading ortrading is restricted on the NYSE;• an emergency exists as a result ofwhich disposal of securities held inSeparate Account C is not reasonablypracticable or it is not reasonablypracticable to determine the value ofSeparate Account C’s net assets; or• the SEC by order permits Us to deferpayments for the protection ofContractowners.In addition, We may defer for up to sixmonths the payment of any full or partialsurrender of amounts allocated to theFixed Account. If We postpone thepayment of any full or partial surrenderfor more than ten days, We will pay Youinterest on the amounts surrendered, asspecified in the Contract. In the case of apartial surrender, unless You direct Usotherwise, the amount You request will bededucted from Your Subaccounts and/orthe Fixed Account in the same proportionas the Subaccount Accumulation Value ineach Subaccount and/or the Fixed AccountAccumulation Value bears to theAccumulation Value. Your AccumulationValue must be at least $5,000 after anypartial surrender.

THE ANNUITY INCOME PERIODThe Maturity DateAnnuity payments begin on the MaturityDate You select when You buy theContract. You may advance or defer theMaturity Date by notifying Us in writing atleast 30 days before the previouslyspecified Maturity Date. However, theMaturity Date may not be within the firstContract Year or after the date on whichthe Annuitant attains age 90. If no MaturityDate is chosen, We will commence annuitypayments on the first of the calendarmonth after the Annuitant attains age 90.The Amounts of Your Annuity PaymentsSeven days before the Maturity Date (the“Initial Determination Date”), anypremium taxes not yet deducted will bededucted from the Accumulation Value todetermine the “Net Accumulation Value.”Depending on Your election, this valuewill then be applied to determine eitherthe initial Variable Annuity Payment and/orthe initial Fixed Annuity Payment asdescribed further below. You can makeor change this election in writing to Us atOur Administrative Office at any time priorto the Initial Determination Date. In theabsence of Your election, We will makemonthly annuity payments on a fixed basis,beginning on the Maturity Date underAnnuity Option 3 with PaymentsGuaranteed for 10 Years.After the Maturity Date, We allow nosurrenders or changes among annuitypayment options; in the case of a variablebasis payment option, however, You retainthe right to change Your Subaccountallocations subject to the limits describedbelow under “THE CONTRACT IN DETAIL:THE ANNUITY INCOME PERIOD – Transferof Annuity Value.” If the Net AccumulationValue applied on the Maturity Date is lessthan that required to purchase a minimuminitial annuity payment of $20, the entireNet Accumulation Value will be paid in alump sum.18The material factors that determine thelevel of Your annuity benefits are:• Your Accumulation Value as of theinitial determination date;• the annuity payment option Youselect;• the frequency and duration of annuitypayments;• the sex and adjusted age (as definedin the Contract) of the Annuitant andany Joint Annuitant at the MaturityDate; and• in the case of a Variable AnnuityPayment, the investment performanceof the Subaccounts You select andthe Assumed Investment Return(“AIR”) that You select.Variable Annuity PaymentsVariable Annuity Payments vary as todollar amount through the annuity incomeperiod based on the investment results ofthe Subaccounts You select and the AIRthat You choose. The effective annual AIRchosen can be 0%, 3% or 5%, if allowedby applicable law or regulation. The firstVariable Annuity Payment is based on theAIR. Subsequent Variable AnnuityPayments fluctuate based on theinvestment performance of theSubaccounts You have chosen ascompared to the AIR. As a result, if theactual net investment return of theSubaccounts equals the AIR, the VariableAnnuity Payments will be level. If theactual net investment return of theSubaccounts is greater than the AIR,subsequent Variable Annuity Payments willbe higher than the initial payment. If it isless than the AIR, subsequent VariableAnnuity Payments will be lower.Once an AIR is chosen, it cannot bechanged. If no AIR is chosen, 3% will beused as the AIR. In general, if You select ahigher AIR the initial Variable AnnuityPayment will be larger than if a lower AIRhad been selected, but any increases in the

Variable Annuity Payment will be smallerand less frequent, and any decreases inthe Variable Annuity Payment will belarger and more frequent. On the InitialDetermination Date, We apply the portionof the Net Accumulation Value You havedesignated to purchase Variable AnnuityPayments to the proper Variable AnnuityPayment Option Table shown in theContract (or more favorable rates if Weoffer them) to determine the amount ofthe initial Variable Annuity Payment.Subsequent Variable Annuity Payments aredetermined based on the value of theAnnuity Units We credit to each of theSubaccounts You have selected, asdescribed below.We determine the amount of Annuity Unitsof each Subaccount to purchase by usingthe most recent Subaccount allocationinstructions and dividing the amount ofthe initial Variable Annuity Payment that isallocated to each Subaccount by thatSubaccount’s Annuity Unit value on theInitial Determination Date. Each VariableAnnuity Payment after the first isdetermined by multiplying the Annuity Unitvalue for each Subaccount on the dateseven days prior to the date on which thepayment is due by the number of AnnuityUnits in that Subaccount. The resultingpayment may be less than or greater thanthe preceding Variable Annuity Payment.Annuity Unit ValueThe value of an Annuity Unit for anySubaccount is initially set at $10.00. Thevalue for any subsequent Valuation Periodis obtained by first multiplying the AnnuityUnit value for the immediately precedingValuation Period by the net investmentfactor (as defined in “THE CONTRACT INDETAIL: THE ACCUMULATION PHASE –Subaccount Accumulation Value”) for thecurrent Valuation Period and then dividingthe result by the “assumed net investmentfactor” for the current Valuation Period.The “assumed net investment factor” isequal to one plus the AIR calculated forthe number of days in the currentValuation Period.Transfer of Annuity ValueTwice each year, after a Variable AnnuityPayment option has commenced, You maytransfer all or a portion of the value in aSubaccount to any other Subaccount (“thereceiving Subaccount”), which We will useto purchase Annuity Units in the receivingSubaccount. The value in a Subaccount isequal to the value of Annuity Units in theSubaccount multiplied by the number ofAnnuity Units this Contract owns in theSubaccount. The number of Annuity Unitscredited to the receiving Subaccount willbe equal to the dollar amount of the valuethat is being transferred as of the transferdate divided by the value of an AnnuityUnit on that same date in the receivingSubaccount. Your request for transfer maybe in writing, received in Our offices inGood Order or by telephone. We will notaccept a request for transfer of annuityvalue by facsimile or email. We mustreceive Your request at least 15 daysbefore the due date of the annuity paymentto which the transfer will apply.Fixed Annuity PaymentsFixed Annuity Payments are a constantdollar amount throughout the annuityincome period. On the InitialDetermination Date, the portion of the NetAccumulation Value You have designatedto purchase Fixed Annuity Payments willbe applied to the proper Fixed AnnuityPayout Option Table shown in the Contract(or more favorable rates if We offer them)to determine the amount of the initialFixed Annuity Payment.Annuity Payment OptionsThe Contract provides for the annuityoptions described below. The AnnuityPayment Options available on a variablebasis are Options 1, 2a and 3. All AnnuityPayment Options shown are available on afixed basis. Payments can be received ona monthly, quarterly, semi-annual orannual basis.19

Option 1–Single Life Annuity. (Availableon either a variable or a fixed basis orboth). An annuity payable monthly duringthe Annuitant’s lifetime, ceasing with thelast payment due before the Annuitant’sdeath. If You elect this option, annuitypayments terminate automatically andimmediately on the death of the Annuitantwithout regard to the number or totalamount of payments received.Option 2a–Joint and Survivor LifeAnnuity. (Available on either a variableor a fixed basis or both). An annuitypayable during the joint lifetime of theAnnuitant and the Joint Annuitant andcontinuing thereafter during the lifetime ofthe survivor, ceasing with the last paymentdue before the death of the survivor.Option 2b–Joint and Two-Thirds toSurvivor Life Annuity. (Available on afixed basis only). An annuity payableduring the joint lifetime of the Annuitantand the Joint Annuitant and continuingthereafter during the lifetime of thesurvivor at an amount equal to two-thirdsof the joint annuity payment, ceasing withthe last payment due before the death ofthe survivor.Option 2c–Joint and One-Half toSurvivor Life Annuity. (Available on afixed basis only). An annuity payableduring the joint lifetime of the Annuitantand the Joint Annuitant and continuingthereafter during the lifetime of thesurvivor at an amount equal to one-half ofthe joint annuity payment, ceasing with thelast payment due before the death of thesurvivor.Under annuity options 2a, 2b and 2c,annuity payments terminate automaticallyand immediately on the deaths of both theAnnuitant and the Joint Annuitant withoutregard to the number or total amount ofpayments received.Option 3–Life Annuity with PaymentsGuaranteed for 10 or 20 Years.(Available on either a variable or a fixedbasis or both). An annuity payable duringthe lifetime of the Annuitant, with theguarantee that if, at his or her death,payments have been made for less than 10or 20 years, as elected, We will continueto pay to the Beneficiary any guaranteedpayments during the remainder of theselected period and, if the Beneficiary diesafter the Annuitant, We will continue topay the Beneficiary’s estate the remainingguaranteed payments.Option 4–Refund Life Annuity.(Available on a fixed basis only). Anannuity payable during the lifetime of theAnnuitant, with the guarantee that if, at hisor her death, the cumulative paymentsmade have been less than the NetAccumulation Value applied on the InitialDetermination Date, payments willcontinue to the Beneficiary until the totalof all payments made equal suchAccumulation Value.Death after Commencement of AnnuityPaymentsIf the death of any Contractowner, anyAnnuitant, or any Payee occurs on or afterthe Maturity Date but before all proceedspayable under the Contract have beendistributed, We will distribute the entireinterest in the Contract at least as rapidlyas under the annuity option in effect onthe date of death.Death of ContractownerIf any Contractowner who is not theAnnuitant dies and there is no survivingContractowner, the Beneficiary willbecome the Contractowner. If there is asurviving Contractowner, the survivingContractowner will retain ownership of theContract. The remaining annuitypayments, if any, will continue to be paidto the Payee. If the Payee is the deceasedContractowner, any remaining annuitypayments will be made to the survivingContractowner, if any, or to theBeneficiary.20

Death of AnnuitantIf the Annuitant dies and there is asurviving Annuitant, the remaining annuitypayments, if any, will continue to be paidto the Payee. If the Payee is the deceasedAnnuitant, annuity payments will be madeto any surviving Annuitant. If the deceasedAnnuitant is also the Contractowner, andthere is no surviving Contractowner, thesurviving Annuitant will assume all rightsof ownership under the Contract. If theAnnuitant dies and there is no survivingAnnuitant, the Beneficiary will assume allrights to ownership, and the previouslydesignated Contractowner will no longerhave any rights under the Contract. Anyremaining annuity payments will be paidto the Beneficiary.YOUR RIGHT TO CANCEL THECONTRACTYou may elect to cancel Your Contract (a)within ten days from the date YourContract is delivered to You (or thirty daysif a replacement Contract) or (b) longeras applicable state law requires. We willcancel the Contract after We receive fromYou at Our Administrative Office in GoodOrder (a) the Contract and (b) a writtenrequest for cancellation. (We will pay Youat least an amount equal to the sum of thePurchase Payments plus any premiumtaxes that You were charged, subject tostate law.)21

FINANCIAL INFORMATIONCALCULATING VALUESTo calculate the Accumulation Unit orAnnuity Unit values, We must firstdetermine the current value of the units ineach Subaccount. We do this for each daythe values are calculated by determiningthe change in investment performance(including Fund-related charges and anydividends and distributions made by theFund) from the last Valuation Date foreach of the Funds. Then, daily charges areapplied to Separate Account C for each daysince the last Valuation Date. Finally, Wemultiply the previous unit value by thisresult.CONTRACT EXPENSESSurrender ChargesWe assess a surrender charge when Yousurrender the Contract, in full or in part,except as described below. The surrendercharge is equal to a maximum of 8% ofPurchase Payments surrendered, anddecreases each year as shown in thefollowing table:Number of Yearsfrom Receipt ofPurchase Paymentto Date ofSurrenderPercentageLess than 1 8%1 7%2 6%3 5%4 4%5 3%6 2%7 1%8+ 0%The length of time from when We receive aPurchase Payment to the time of full orpartial surrender of that Purchase22Payment determines the percentage of thesurrender charge. You will not be chargeda surrender charge on partial surrendersduring any Contract year up to the annualFree Surrender amount (discussed below)of 10% of purchase payments. You will besubject to a surrender charge on anyexcess over this amount at the applicablesurrender charge percentage in the table.In calculating such a surrender charge, wewill assume that the excess amount whichyou are withdrawing is coming first frompurchase payments (which are subject tothe applicable surrender charge) and thenfrom any Accumulation Value other thanpurchase payments (which is not subjectto any surrender charge). If you havemade purchase payments at differenttimes, your purchase payments will betreated as being withdrawn in the orderthat we have received them (i.e., first-in,first-out).Each Contract Year, You may, withoutpaying a surrender charge, surrender amaximum of 10% of Purchase Paymentsnot previously surrendered as of thebeginning of that Contract Year (“FreeSurrenders”). This privilege is notcumulative, which means that any FreeSurrenders not taken during a givenContract Year may not be taken as a FreeSurrender in a later Contract Year. Inaddition, We do not impose a surrendercharge if the Accumulation Value isapplied to an annuity option or on thepayment of any death benefit.Mortality and Expense Risk ChargeWe impose a mortality and expense riskcharge. The mortality risk that We assumearises from Our obligation to continue tomake annuity payments to each Annuitant(assuming for purposes of this discussiononly that the Annuitant is also the Payee)regardless of (a) how long that personlives and (b) how long all annuitants as agroup live. We also assume a riskassociated with the guaranteed death

enefit that We would pay in the event ofdeath of the Annuitant during theAccumulation Phase. In addition, Weassume the risk that the annual Contractcharge (discussed below) may not beadequate to cover Our administrativeexpenses. In consideration for assumingthese mortality and expense risks, Wededuct an amount equal on an annualbasis to 1.00% of the daily AccumulationUnit value of the Subaccounts.We guarantee that We will not increase themortality and expense risk charge after aContract is issued. If the charge isinsufficient to cover the actual cost of themortality and expense risks, the loss willfall on Us. Conversely, if the deductionsprove more than sufficient, the excess willbe a profit to Us. We can use any profitsresulting to Us for any business purpose,including the payment of expenses ofdistributing the Contract.OTHER CHARGESAnnual Contract ChargeWe currently deduct a $35.00 annualContract charge from the AccumulationValue on (a) the last Valuation Date ofeach Contract Year or (b) the date ofsurrender of the Contract, if earlier. Thesedeductions are made during theAccumulation Phase only. The amount ofthis charge is guaranteed for the first 10Contract Years, after which it may increaseto no more than $50.00. We make thecharge against the Accumulation Value byproportionally reducing the number ofAccumulation Units held in each of YourSubaccounts. We will not assess thischarge in any state that does not permit it.Premium Tax ChargeSome states and municipalities assesspremium taxes at the time You makePurchase Payments, surrender, or beginreceiving annuity payments.We currently pay any premium taxes thatare assessed. However, We reserve theright to deduct such premium taxes inaccordance with the terms of Your23Contract. These taxes currently range up to3.5% of Purchase Payments received byUs.Fund ExpensesThe Funds also take deductions from, andpay expenses out of, their own assets.Further information about these charges isavailable in the attached prospectus forthe Life Series Funds.FEDERAL TAX INFORMATIONThis section provides a general summaryof the federal tax law as it pertains to theContract. We believe that the Contract willqualify as a tax deferred annuity contractfor federal income tax purposes, and thefollowing summary assumes so. We do notdiscuss state or local taxes, except asnoted. The law described herein couldchange, possibly retroactively. We have theright to modify the Contract in response tochanges in the law that affect the favorabletax treatment for annuity owners. We donot offer this summary as tax advice, forwhich You should consult a qualified taxadviser.Taxation of a Contract will depend, in part,on whether the Contract is purchased aspart of a qualified retirement plan or anIRA. The following discussion does notapply to a Contract that has beenpurchased as part of an IRA or qualifiedretirement plan (a “qualified Contract”). Ifa qualified Contract is purchased, the taxtreatment of Purchase Payments, annuitypayments, surrenders and death benefitswill be governed by the tax law applicableto IRAs and qualified plans. However,generally, deductible or “before-tax”Purchase Payments for qualified Contractswill be taxed when distributed from theContract; the Contract is not forfeitable;and Contract ownership may not betransferred. Purchase Payments to aContract purchased outside of a qualifiedplan or IRA (a “non-qualified Contract”)are on an “after-tax” basis, so You onlypay federal income taxes on Your earningsand gains. Generally, these earnings and

gains are taxed when You receive themfrom the Contract. The IRS has notreviewed the Contract for qualification asan appropriate investment in an IRA.When a non-natural person owns a nonqualifiedContract, the annuity generallywill not be treated as an annuity forfederal tax purposes and thus will lose thebenefit of tax deferral. However, anannuity owned by a non-natural person asan agent for an individual will be treatedas an annuity for tax purposes. Thissummary assumes that the Contractowneris a natural person who is a U.S. citizen orU.S. resident. The federal tax lawapplicable to corporate taxpayers, non-U.S. citizens, and non-U.S. residents maybe different.Purchase PaymentsYour Purchase Payments are notdeductible from Your gross income for taxpurposes.Increases in Accumulation ValueGenerally, You pay no income tax onincreases in Your Contract’s AccumulationValue until there is a distribution from theContract. A distribution occurs when thereis a partial or full surrender or annuitypayments begin.Annuity PaymentsOnce annuity payments begin, Yougenerally will be taxed only on theinvestment income and gains You haveearned and not on the amount of YourPurchase Payments. As a result, a portionof each payment will be taxable asordinary income. The remaining portionwill be a nontaxable recovery of YourInvestment in the Contract. Generally, YourInvestment in the Contract equals thePurchase Payments You made, less anyamounts You previously surrendered thatwere not taxable.For Fixed Annuity Payments, the tax-freeportion of each payment is determined by:• dividing Your Investment in theContract by the total amount You expect toreceive out of the Contract, and• multiplying the result by the amountof the payment.For Variable Annuity Payments, the taxfreeportion of each payment is (a) YourInvestment in the Contract divided by (b)the number of expected payments.The remaining portion of each payment,and all of the payments You receive afterYou recover Your Investment in theContract, are fully taxable. If paymentsunder a life annuity stop because theAnnuitant dies, there is an income taxdeduction for any unrecovered Investmentin the Contract.SurrendersBefore annuity payments begin,surrenders are taxed as follows:• a partial or total surrender is taxed inthe year of receipt to the extent that theContract’s Accumulation Value exceeds theInvestment in the Contract (that is, on an“income first” basis); and• a federal tax penalty equal to 10% ofthe taxable distribution applies todistributions before the taxpayer reachesage 59½ subject to certain exceptions.The 10% federal tax penalty is generallynot imposed on surrenders that are:• made on or after the death of aContractowner;• attributable to the taxpayer’sbecoming disabled; or• made as part of a series ofsubstantially equal periodic payments notless frequently than annually for the life orlife expectancy of the taxpayer or for thejoint lives or joint life expectancies of thetaxpayer and his or her designatedbeneficiary. If You receive systematicpayments that You intend to qualify for thesubstantially equal periodic payment24

exception, changes (other than by reasonof death or disability) to Your systematicpayments before You reach age 591/2orwithin five years (after You reach that age)after beginning Your systematic paymentswill result in the retroactive imposition ofthe 10% tax penalty with interest. Otherexceptions may apply under certaincircumstances. Special rules may alsoapply to the exceptions noted above.If the Contract was purchased as aninvestment for profit, subject to certainrules, You may deduct any loss uponsurrender of the Contract as an ordinaryloss. For purposes of surrenders, theInternal Revenue Code treats all Contractsthat We issue to You in the same calendaryear as a single Contract.Death BenefitsUnlike the death benefit on a lifeinsurance policy, the death benefit paid onan annuity contract does not pass to theBeneficiary free of income taxes.Generally, a death benefit is included inthe recipient’s income as follows:• if distributed in a lump sum, it istaxed in the same manner as a surrenderof the Contract;• if distributed under an annuity payoutoption, it is taxed in the same manner asannuity payments.The death benefit paid to a Beneficiary ona Contract is ordinary income to theBeneficiary to the extent it exceeds theContractowner’s Investment in theContract. The Beneficiary must pay taxeson this amount at the Beneficiary’s taxrate. Moreover, the amount of the deathbenefit may also be taxed in theContractowner’s estate unless theBeneficiary is the spouse. If theBeneficiary is not the spouse, theBeneficiary may be eligible for a specialincome tax deduction for a portion of theestate tax attributable to the death benefit.Transfers, Assignments and ContractExchangesTransferring or assigning ownership of aContract, changing the Maturity Date orexchanging a Contract (unless theexchange qualifies as a tax-free exchangeunder Section 1035 of the InternalRevenue Code) may result in certain taxconsequences, such as income and gifttaxes, not explained in this prospectus.Please consult Your tax adviser regardingthese consequences.Tax Withholding and ReportingThe Internal Revenue Code generallyrequires Us to withhold income tax fromany Contract distribution, including apartial surrender or total surrender or anannuity payment. The amount ofwithholding depends, in part, on whetherthe payment is “periodic” or “nonperiodic.”For periodic payments (e.g., annuitypayments), We withhold from the taxableportion of each payment as if it were apayment of wages, based on a payrollwithholding schedule that assumes amarried recipient claiming threewithholding exemptions. If You want Us towithhold on a different basis, You must filean appropriate withholding certificate withUs. For non-periodic payments (e.g.,distributions such as partial surrenders),We generally withhold 10% of the taxableportion of each payment.You may elect not to have the withholdingrules apply. For periodic payments, Yourelection is effective for the calendar yearfor which You file it with Us and for eachsubsequent year until You amend orrevoke it. For non-periodic payments, anelection is effective when You file it withUs, but only for the payment to which it isapplicable. We have to notify Yourrecipients of Your right to elect not to havetaxes withheld. The Internal RevenueCode generally requires Us to report allpayments to the IRS.25

Other Tax IssuesWe are taxed as a “life insurancecompany” under the Internal RevenueCode. We do not expect to incur anyfederal income tax as a result of theearnings or realized capital gainsattributable to Separate Account C. Basedupon this expectation, no charge iscurrently assessed against SeparateAccount C for such taxes. If We incur suchtaxes in the future, We may assess acharge for such taxes against SeparateAccount C. We may incur state and localtaxes (in addition to premium taxes)attributable to the Separate Account inseveral states. At present, these taxes arenot significant and We do not impose anycharge for such taxes against the SeparateAccount. We may assess the SeparateAccount for such taxes in the future. If anycharges for federal, state or local taxes areassessed against the Separate Account inthe future, they could reduce the netinvestment performances of theSubaccounts.In order for the Contract to be treated asan annuity contract for federal income taxpurposes, the investments of eachSubaccount of Separate Account C must be“adequately diversified” in accordancewith the Internal Revenue Code andTreasury Department regulations. Theinvestment adviser of the Life Series Fundsmonitors their investment portfolios toensure that the diversificationrequirements are met. If any Subaccountin which You invested failed to satisfythese requirements, You would be taxedon the earnings and gains of theSubaccount unless Your Contract was heldin an IRA or qualified plan. The tax wouldapply from the first quarter of the failure,until We corrected the failure inconformity with a Treasury Departmentprocedure. This is a risk that is commonto all variable annuity contracts.Each of the Life Series Funds that isavailable under the Contract sells itsshares not only to Separate Account C but26also to other separate accounts that fundvariable life insurance policies andvariable annuity contracts. We do notanticipate any disadvantage resulting fromthis arrangement. However, it is possiblethat a material conflict of interest couldarise between the interests ofPolicyowners and Contractowners thatinvest in the same Fund. If such a conflictwere to arise, We would take whateversteps were necessary to protect theinterests of Policyowners andContractowners, including potentiallysubstituting a different fund for the Fund.Under certain circumstances, aContractowner’s control of the investmentsof Separate Account C could cause theContractowner, rather than Us, to betreated as the owner of the assets inSeparate Account C for tax purposes,which would result in the current taxationof the income and gains on those assets tothe Contractowner. Based upon existingIRS guidance, We do not believe that theownership rights of a Contractownerunder the Contract would result in theContractowner’s being treated as theowner of the assets of the Contract.However, We do not know whetheradditional guidance will be provided bythe IRS on this issue and what standardsmay be contained in such guidance.Therefore, We reserve the right to modifythe Contract as necessary to attempt toprevent a Contractowner from beingconsidered the owner of a pro rata shareof the assets of the Contract.

OTHER INFORMATIONVOTING RIGHTSBecause the Life Series Funds is not requiredto have annual shareholder meetings,Contractowners generally will not have anoccasion to vote on matters that pertain tothe Life Series Funds. In certaincircumstances, one or more of the Fundsmay be required to hold a shareholdersmeeting or may choose to hold onevoluntarily. For example, a Fund may notchange fundamental investment policieswithout the approval of a majority vote ofthat Fund’s shareholders in accordance withthe 1940 Act.If a Fund holds a meeting at whichshareholders are entitled to vote,Contractowners would have an opportunityto provide voting instructions for shares ofthe Fund held by a Subaccount in which theirContract invests. We would vote the shares ofany Fund held in a correspondingSubaccount or directly at any Fundshareholders meeting as follows:• shares attributable to Contractownersfor which We received instructions would bevoted in accordance with the instructions;• shares attributable to Contractownersfor which We did not receive instructionswould be voted in the same proportion thatWe voted shares held in the Subaccount forwhich We received instructions; and• shares not attributable toContractowners would be voted in the sameproportion that We voted shares held in theSubaccount attributable to Contractownersfor which We received instructions.We will vote Fund shares that We holddirectly in the same proportion that We voteshares held in any correspondingSubaccounts that are attributable toContractowners and for which We receiveinstructions. However, We will vote Our ownshares as We deem appropriate where thereare no shares held in any Subaccount. Wewill present all the shares of any Fund thatWe held through a Subaccount or directly atany Fund shareholders meeting for purposesof determining a quorum. We will determinethe number of Fund shares held in acorresponding Subaccount that isattributable to each Contractowner asfollows:• in the Accumulation Phase, We dividethe Subaccount’s Accumulation Value by thenet asset value of one Fund share, and• in the annuity income period, We dividethe reserve held in the Subaccount for theVariable Annuity Payments under theContract by the net asset value of one Fundshare. As this reserve fluctuates, the numberof votes fluctuates.We will determine the number of votes that aContractowner has the right to cast as of therecord date established by the Life SeriesFunds. We will solicit instructions by writtencommunication before the date of themeeting at which votes will be cast. We willsend meeting information and othermaterials relating to the Fund to eachContractowner having a voting interest in aSubaccount. The voting rights that Wedescribe in this prospectus are createdunder applicable laws. If the laws eliminatethe necessity to submit such matters forapproval by persons having voting rights inseparate accounts of insurance companiesor restrict such voting rights, We reserve theright to proceed in accordance with any suchchanged laws or regulations. Specifically, Wereserve the right to vote shares of any Fundin Our own right, to the extent the lawpermits.PROCESSING TRANSACTIONSGenerally, Your transaction requests will beprocessed as of the Valuation Date on whichWe receive them, if We receive them in GoodOrder before the closing of business(generally 4:00 P.M. Eastern Time).Otherwise, they will be processed as of Ournext Valuation Date. To meet Our27

equirements for processing transactions,We may require that You use Our forms.RESERVATION OF RIGHTSWe also reserve the right to make certainchanges to the Contract, Separate Account Cor the Funds if We believe they would (a)best serve the interests of the Contractownersand Payees or (b) be appropriate in carryingout the purposes of the Contract. We willmake a change only as the law permits.When required, We will (a) obtain thenecessary Contractowner or regulatoryapproval for any change and (b) notifyContractowners before making a change.For example, We may:• operate Separate Account C in any formpermitted by law;• add, delete, combine, or modifySubaccounts of Separate Account C;• add, delete, or substitute for the Fundshares held in any Subaccount the shares ofany investment company or series thereof, orany investment permitted by law;• amend or obtain and continue anyexemptions under the Contract if required tocomply with the Internal Revenue Code orany other applicable federal or state law; or• make any necessary technical changesin the Contract in order to conform with anyof the above actions.STATE VARIATIONSWhere required by state law, there may bevariations in the Contract covered by aspecial form of the Contract for Your State.As a result, Your Contract may differ fromthis prospectus. Your actual Contract, withany endorsements, amendments and riders,is the controlling document. We have theright to change the Contract to meetapplicable state laws or regulations.We offer the Contract in most states. Checkwith Your registered representative foravailability in Your state. The Contract isoffered continuously. Although We do notanticipate discontinuing the offer of theContract, We reserve the right to do so at anytime.DISTRIBUTION OF THE CONTRACTThe Contract is distributed through FirstInvestors Corporation (“FIC”), which is oneof Our affiliates. FIC is a registered brokerdealerunder the Securities Exchange Act of1934, and a member of the FinancialIndustry Regulatory Authority (“FINRA”).FIC’s executive offices are located at 40 WallStreet, New York, NY 10005.The Contract is offered to the public throughregistered representatives of FIC and throughother broker-dealers (“Selling Firms”) thatare licensed under the federal securities lawsand applicable state insurance laws and thathave entered into written selling agreementswith FIC as the underwriter. These SellingFirms may be affiliated with Us. We pay FIC acommission of 5.868% of the PurchasePayments made under the Contract. FIC payscommissions to the Selling Firms for theirsales of the Contract according to one ormore schedules. The amount and timing ofcommissions may vary depending on theselling agreement. A representative of aSelling Firm who sells You the Policytypically receives a percentage of thecompensation FIC pays to his or her SellingFirm, depending on the agreement betweenthe Selling Firm and its representative, andthe Selling Firm’s compensation program.Ask Your representative for furtherinformation about the compensation Yourrepresentative, and the Selling Firm thatemploys Your representative, may receive inconnection with Your purchase of a Policy.We reserve the right to sell the Contractsdirectly or to enter into selling agreementswith other qualified affiliated or unaffiliatedregistered broker-dealers.In addition, in an effort to promote the saleof Our products, We and FIC may enter intocompensation arrangements with certainbroker-dealer firms, some of which may beaffiliated with Us with respect to certain orall registered representatives of such firmsunder which such firms may receive separate28

compensation or reimbursement for, amongother things, training of sales personnel,marketing, administrative services and/orother services they provide to Us or Ouraffiliates. These services may include, butare not limited to: educating customers onOur product features; conducting duediligence and analysis; providing officeaccess, operations and systems support; andholding seminars intended to educateregistered representatives and make themmore knowledgeable about Our products.We and FIC also may compensate third-partyvendors for services that such vendorsrender to broker-dealer firms. To the extentpermitted by the FINRA rules and otherapplicable laws and regulations, We and FICmay pay or allow other promotionalincentives or payments in the forms of noncashcompensation (e.g., gifts, occasionalmeals and entertainment, sponsorship oftraining and due diligence events). Thesearrangements may not be offered to all firmsand the terms of such arrangements maydiffer between firms. In addition, Ouraffiliates may provide such compensation,payments and/or incentives to firms arisingout of the marketing, sale and/or servicing ofvariable annuities or life insurance offeredby Us.REPORTSOur variable annuities are offered throughbroker-dealers that are registered with theSEC and are members of FINRA. At leasttwice each year, We will send a report to Youthat contains financial information about theFunds as required by applicable law. Inaddition, transaction confirmations are sentby Us on behalf of the broker-dealersthrough which variable annuity transactionsare processed and, at least once each year,We will send a statement that gives Youfinancial information about Your Contract.If several members of the same householdeach own a Contract, We may send only onesuch report or prospectus to that address,unless You instruct Us otherwise. You mayreceive additional copies by calling orwriting Us.29FINANCIAL STATEMENTSThe Financial Statements of First InvestorsLife and for Separate Account C are in theSAI.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATIONItemPageGeneral Description ...................................................................................................................... 2Services ......................................................................................................................................... 4Valuation ....................................................................................................................................... 4Other Information ......................................................................................................................... 6Relevance of Financial Statements ................................................................................................ 7Appendices .................................................................................................................................... 8Financial Statements ................................................................................................................... 12SEC file numbers:Separate Account C: 033-33419/811-0613030

To: First Investors Life Insurance CompanyRaritan Plaza 1Edison, New Jersey 08837Request for Statement ofAdditional InformationI would like to receive a current copy of the following:(check all appropriate boxes below)The Statement of Additional Information for First Investors LifeVariable Annuity Fund C (Separate Account C).The Statement of Additional Information for First Investors LifeSeries Funds.From:(name)Contract number:Address:Phone number:Check if this is a change of address.31

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Life Series FundsTICKER SYMBOLSCash Management - -Equity Income - -Fund For Income - -Government - -Growth & Income - -International - -Investment Grade - -Opportunity - -Select Growth - -Special Situations - -Target Maturity 2015 - -Total Return - -This prospectus should be read in conjunction with the prospectus for thevariable annuity contract and/or life insurance policy that you purchase. Theshares of the Funds described above are available and are being marketedexclusively as a pooled funding vehicle for life insurance companies writing alltypes of variable annuity contracts and life insurance policies.The Securities and Exchange Commission has not approved or disapprovedthese securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.THE DATE OF THIS PROSPECTUS IS MAY 1, 2014

TABLE OF CONTENTSTHE FUNDS SUMMARY SECTION .............................................................................................. 1Cash Management Fund ..................................................................................................... 1Equity Income Fund ........................................................................................................... 4Fund For Income ............................................................................................................... 8Government Fund ............................................................................................................. 12Growth & Income Fund .................................................................................................... 16International Fund ........................................................................................................... 19Investment Grade Fund .................................................................................................... 23Opportunity Fund ............................................................................................................. 27Select Growth Fund .......................................................................................................... 30Special Situations Fund .................................................................................................... 34Target Maturity 2015 Fund .............................................................................................. 37Total Return Fund ............................................................................................................ 41Other Important Information ........................................................................................... 45THE FUNDS IN GREATER DETAIL ........................................................................................... 46Cash Management Fund ................................................................................................... 47Equity Income Fund ......................................................................................................... 49Fund For Income ............................................................................................................. 51Government Fund ............................................................................................................. 54Growth & Income Fund .................................................................................................... 57International Fund ........................................................................................................... 59Investment Grade Fund .................................................................................................... 62Opportunity Fund ............................................................................................................. 65Select Growth Fund .......................................................................................................... 67Special Situations Fund .................................................................................................... 69Target Maturity 2015 Fund .............................................................................................. 71Total Return Fund ............................................................................................................ 73FUND MANAGEMENT IN GREATER DETAIL ............................................................................ 76SHAREHOLDER INFORMATION .............................................................................................. 80How and when do the Funds price their shares? ............................................................. 80How do I buy and sell shares? .......................................................................................... 81Do the Funds pay compensation to intermediaries? ........................................................ 81Can I exchange my shares for the shares of other Funds? ............................................... 82What are the Funds’ policies on frequent trading in the shares of the Funds? ................. 82

What about dividends and other distributions?................................................................ 84What about taxes? ............................................................................................................ 84FINANCIAL HIGHLIGHTS ......................................................................................................... 85Cash Management FundEquity Income FundFund For IncomeGovernment FundGrowth & Income FundInternational FundInvestment Grade FundOpportunity FundSelect Growth FundSpecial Situations FundTarget Maturity 2015 FundTotal Return Fund

THE FUNDS SUMMARY SECTIONCASH MANAGEMENT FUNDInvestment Objective: The Fund seeks to earn a high rate of current income consistent with thepreservation of capital and maintenance of liquidity.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.24%Total Annual Fund Operating Expenses 0.99%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsCash Management Fund $101 $315 $547 $1,2131

Principal Investment Strategies: The Fundinvests primarily in high-quality money marketinstruments that are determined by the Fund’sAdviser to present minimal credit risk,including but not limited to commercial paper,short-term corporate bonds and notes, floatingand variable rate notes, U.S. Treasurysecurities and short-term obligations of U.S.Government-sponsored enterprises (some ofwhich are not backed by the full faith andcredit of the U.S. Government).The Fund’s portfolio is managed to meetregulatory requirements that permit the Fundto maintain a stable net asset value (“NAV”) of$1.00 per share. These include requirementsrelating to the credit quality, maturity, liquidityand diversification of the Fund’s investments.In buying and selling securities, the Fund willconsider its own credit analysis as well asratings assigned by ratings services.Principal Risks: Although the Fund tries tomaintain a $1.00 share price, it may not beable to do so. It is therefore possible to losemoney by investing in the Fund. Here are theprincipal risks of investing in the Fund:Credit Risk. There is a risk that the value of amoney market instrument will decline if thereis a default by or a deterioration in the creditquality of the issuer or a provider of a creditenhancement or demand feature. This couldcause the Fund’s NAV to decline below $1.00per share.Credit risk also applies to securities issued bythe U.S. Government and by U.S. Governmentsponsoredenterprises that are not backed bythe full faith and credit of the U.S. Government.The securities issued by U.S. Governmentsponsoredenterprises are supported only bythe credit of the issuing agency, instrumentalityor corporation.Interest Rate Risk. Like the values of otherdebt instruments, the market values of moneymarket instruments are affected by changes ininterest rates. When interest rates rise, themarket values of money market instrumentsgenerally decline. The Fund may be subject toa greater risk of rising interest rates duringperiods of historically low interest rates. Thiscould cause the Fund’s NAV to decline below$1.00 per share.Liquidity Risk. The Fund may be unable tosell a security promptly and at an acceptableprice, which could have the effect ofdecreasing the overall level of the Fund’sliquidity. Market developments may cause theFund’s investments to become less liquid andsubject to erratic price movements, which mayhave an adverse effect on the Fund’s ability tomaintain a $1.00 share price.Market Risk. The prices of, and the incomegenerated by, the money market instrumentsheld by the Fund may decline in response tocertain events, such as general economic andmarket conditions, regional or globaleconomic instability, interest rate fluctuations,and those events directly involving the issuers.Adverse market events may lead to increasedredemptions, which could cause the Fund toexperience a loss when selling securities tomeet redemption requests by shareholders.Yield Risk. The yields received by the Fund onits investments will generally decline asinterest rates decline.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency. Althoughthe Fund seeks to preserve the value of yourinvestment at $1.00 per share, it is possibleto lose money by investing in the Fund.2

Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows the Fund’s averageannual returns for 1, 5, and 10 years. TheFund’s past performance is not necessarily anindication of how the Fund will perform in thefuture.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.Total Annual Returns For Calendar Years Ended December 316544.35%4.62%32102.44%2.03%0.71%0.17% 0.00% 0.00% 0.00% 0.00%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 1.16% (for the quarter ended September 30, 2006) and thelowest quarterly return was 0.00% (for each quarter ended since December 31, 2009).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsCash Management Fund 0.00% 0.44% 1.41%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.3

EQUITY INCOME FUNDInvestment Objective: The Fund seeks total return.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchases(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofpurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.07%Total Annual Fund Operating Expenses 0.82%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsEquity Income Fund $84 $262 $455 $1,014N/AN/A4

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 31% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundinvests, under normal market conditions,primarily in dividend-paying stocks ofcompanies that the Fund believes areundervalued in the market relative to theirlong term potential. Under normalcircumstances, the Fund will invest at least80% of its net assets (including anyborrowings for investment purposes) inequities. For purposes of this 80% test,equities may include common stock, preferredstock, equity-based ETFs and otherinstruments that are convertible into commonstock, or other instruments that represent anequity position in an issuer. The Fundnormally will diversify its assets amongdividend-paying stocks of large-, mid- andsmall-size companies. The Fund may alsoinvest in stocks of companies of any size thatdo not pay dividends, but have the potential ofpaying dividends in the future if they appear tobe undervalued.The Fund generally uses a “bottom-up”approach in attempting to identify stocks thatare undervalued. This means that the Fundgenerally identifies potential investmentsthrough fundamental research and analysiswhich includes, among other things, analyzinga company’s balance sheet, cash flowstatements and competition within acompany’s industry. The Fund also assesses acompany’s corporate strategy and whether thecompany is operating in the interests ofshareholders, as well as, analyzing economictrends, interest rates, and industrydiversification.The Fund may sell a security if it becomes fullyvalued, its fundamentals have deteriorated oralternative investment opportunities becomemore attractive.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Market Risk. Stock prices may decline overshort or even extended periods not onlybecause of company-specific developments,but also due to an economic downturn,adverse political or regulatory developments, achange in interest rates or a change in investorsentiment. While dividend-paying stocks aregenerally considered less volatile than otherstocks, there can be no guarantee that theFund’s overall portfolio will be less volatilethan the general stock market.Undervalued Securities Risk. The Fund seeksto invest in stocks that are undervalued andthat will rise in value due to anticipated eventsor changes in investor perceptions. If theseevents do not occur or investor perceptionsabout the securities do not improve, themarket price of these securities may not riseas expected or may fall.Mid-Size and Small-Size Company Risk. Themarket risk associated with stocks of mid- andsmall-size companies is generally greater thanthat associated with stocks of larger, moreestablished companies because stocks of midandsmall-size companies tend to experiencesharper price fluctuations. At times, it may bedifficult for the Fund to sell mid-to-small-sizecompany stocks at reasonable prices.Dividend Risk. At times, the Fund may not beable to identify dividend-paying stocks that areattractive investments. The income received bythe Fund will also fluctuate due to the amountof dividends that companies elect to pay. TheFund may not have sufficient income to pay itsshareholders regular dividends.5

Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.Total Annual Returns For Calendar Years Ended December 31403020100-10-20-30-4030.53%16.39%21.43%21.03%14.32%11.20%6.09%1.53%-0.66%-29.41%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 14.39% (for the quarter ended September 30, 2009) and thelowest quarterly return was -19.03% (for the quarter ended December 31, 2008).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsEquity Income Fund 30.53% 15.32% 7.93%S&P 500 Index(reflects no deduction for fees, expenses or taxes)32.38% 17.91% 7.39%6

Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Sean Reidy has served asPortfolio Manager of the Fund since 2011.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.7

FUND FOR INCOMEInvestment Objective: The Fund seeks high current income.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.13%Total Annual Fund Operating Expenses 0.88%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsFund For Income $90 $281 $488 $1,0848

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 56% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundprimarily invests in high yield, belowinvestment grade corporate bonds (commonlyknown as “high yield” or “junk bonds”). Highyield bonds include both bonds that are ratedbelow Baa3 by Moody’s Investors Service, Inc.or below BBB- by Standard & Poor’s RatingsServices as well as unrated bonds that aredetermined by the Fund to be of equivalentquality. High yield bonds generally providehigher income than investment grade bonds tocompensate investors for their higher risk ofdefault (i.e., failure to make required interestor principal payments). The Fund may alsoinvest in other high yield debt securities, suchas assignments of syndicated bank loans.Although the Fund will consider ratingsassigned by ratings agencies in selecting highyield bonds, it relies principally on its ownresearch and investment analysis. The Fundmay sell a bond when it shows deterioratingfundamentals or it falls short of the portfoliomanager’s expectations. It may also decide tocontinue to hold a bond (or related securities)after its issuer defaults or is subject to abankruptcy.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:High Yield Securities Risk. High yield bondsand other types of high yield debt securitieshave greater credit risk than higher qualitydebt securities because the companies thatissue them are not as financially strong ascompanies with investment grade ratings.High yield securities, commonly referred to as9junk bonds, are considered to be inherentlyspeculative due to the risk associated with theissuer’s continuing ability to make principaland interest payments. During times ofeconomic downturn, issuers of high yield debtsecurities may not have the ability to access thecredit markets to refinance their bonds ormeet other credit obligations.Credit Risk. This is the risk that an issuer ofbonds and other debt securities, includingsyndicated bank loans, will be unable to payinterest or principal when due.Market Risk. The prices of, and the incomegenerated by, the bonds held by the Fund maydecline in response to certain events, such asgeneral economic and market conditions,regional or global economic instability,interest rate fluctuations, and those eventsdirectly involving the issuers. The entire highyield bond market can experience sharp priceswings due to a variety of factors, includingchanges in economic forecasts, stock marketvolatility, large sustained sales of high yieldbonds by major investors, high-profile defaultsor the market’s psychology. Volatility in thehigh yield market is usually associated morewith stocks than bonds. Adverse marketevents may lead to increased redemptions,which could cause the Fund to experience aloss when selling securities to meetredemption requests by shareholders.Interest Rate Risk. In general, when interestrates rise, the market value of a debt securitydeclines, and when interest rates decline, themarket value of a debt security increases. TheFund may be subject to a greater risk of risinginterest rates during periods of historically lowinterest rates. Securities with longermaturities are generally more sensitive tointerest rate changes as are securities withhigher credit ratings.Liquidity Risk. High yield debt securities tendto be less liquid than higher quality debtsecurities, meaning that it may be difficult tosell high yield debt securities at a reasonableprice or at a particular time. Assignments ofsyndicated bank loans may be less liquid at

times, because of potential delays in thesettlement process or restrictions on resale.Syndicated Bank Loans Risk. Syndicatedbank loans are also subject to the risk that thevalue of the collateral, if any, securing a loanmay decline, be insufficient to meet theobligations of the borrower, or be difficult toliquidate. In the event of a default, the Fundmay have difficulty collecting on any collateral.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future. Inaddition, on April 24, 2009, Muzinich & Co.,Inc. (“Muzinich”) became the Fund’ssubadviser.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.Total Annual Returns For Calendar Years Ended December 314035.15%30201009.94%0.41%9.77%1.06%13.71%13.51%5.66% 6.88%-10-20-30-25.86%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 15.22% (for the quarter ended June 30, 2009) and the lowestquarterly return was -19.03% (for the quarter ended December 31, 2008).10

Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsFund For Income 6.88% 14.52% 5.99%BofA Merrill Lynch BB-B US Cash Pay High Yield ConstrainedIndex (reflects no deduction for fees, expenses or taxes)6.29% 16.44% 7.73%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser and Muzinich serves as theFund’s subadviser.Portfolio Manager: The Fund has beenmanaged by Muzinich since 2009 by a team ofinvestment professionals who have active rolesin managing the Fund. Clinton Comeaux andDennis V. Dowden have served as PortfolioManagers of the Fund since 2009 and BryanPetermann has served as Portfolio Manager ofthe Fund since 2010.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.11

GOVERNMENT FUNDInvestment Objective: The Fund seeks to achieve a significant level of current income which isconsistent with security and liquidity of principal.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.16%Total Annual Fund Operating Expenses 0.91%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsGovernment Fund $93 $290 $504 $1,12012

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 118% of the average value ofits whole portfolio.Principal Investment Strategies: Undernormal circumstances, the Fund invests atleast 80% of its net assets (plus anyborrowings for investment purposes) insecurities issued or guaranteed as to paymentof principal and interest by the U.S.Government, its agencies or instrumentalities(“U.S. Government Securities”).The Fund invests in all types of U.S.Government Securities, which may include (a)U.S. Treasury obligations, (b) securities thatare issued or guaranteed by U.S. Governmentagencies or instrumentalities that are backedby the full faith and credit of the U.S.Government, such as mortgage-backedsecurities that are guaranteed by theGovernment National Mortgage Association(“GNMA”), and (c) securities that are issuedor guaranteed by agencies or instrumentalitiesthat are sponsored by Congress but whosesecurities are not guaranteed by the U.S.Government and are backed solely by thecredit of the issuing agency or instrumentalityand the right to borrow from the U.S.Treasury, such as mortgage-backed securitiesissued by the Federal National MortgageAssociation (“Fannie Mae”) and Federal HomeLoan Mortgage Corporation (“Freddie Mac”).The Fund may also invest in U.S. Treasuryfutures and options on U.S. Treasury futures tohedge against changes in interest rates.The Fund uses a “top down” approach inmaking investment decisions based on itsassessment of interest rates, economic andmarket conditions, and the relative values ofdifferent types of U.S. Government securities.In selecting investments, the Fund considers,13among other factors, maturity, yield, relativevalue and, in the case of mortgage-backedsecurities, coupon and weighted averagematurity. The Fund will usually sell aninvestment when there are changes in theinterest rate environment that are adverse tothe investment.Principal Risks: You can lose money byinvesting in the Fund. While the Fund investsin securities that are issued or guaranteed bythe U.S. Government, its agencies orinstrumentalities, your investment in the Fundis not insured or guaranteed by the U.S.Government. Here are the principal risks ofinvesting in the Fund:Interest Rate Risk. In general, when interestrates rise, the market value of a debt securitydeclines, and when interest rates decline, themarket value of a debt security increases. TheFund may be subject to a greater risk of risinginterest rates during periods of historically lowinterest rates. Securities with longermaturities are generally more sensitive tointerest rate changes.Prepayment and Extension Risk. The Fundis subject to prepayment and extension risksince it invests in mortgage-backed securities.When interest rates decline, borrowers tend torefinance their mortgages. When this occurs,the mortgages that back these securities suffera higher rate of prepayment. This could causea decrease in the Fund’s income and shareprice. Extension risk is the flip side ofprepayment risk. When interest rates rise, theFund’s average maturity may lengthen due to adrop in prepayments. This will generallyincrease both the Fund’s sensitivity to interestrates and its potential for price declines.Credit Risk. This is the risk that an issuer ofbonds will be unable to pay interest orprincipal when due. The prices of bonds areaffected by the credit quality of the issuer and,in the case of mortgage-backed securities, thecredit quality of the underlying mortgages.Credit risk applies to securities issued by theU.S. Government and by U.S. Governmentsponsoredenterprises (such as Fannie Mae

and Freddie Mac mortgage-backed securities)that are not backed by the full faith and creditof the U.S. Government. The securities issuedby U.S. Government-sponsored enterprises aresupported only by the credit of the issuingagency, instrumentality or corporation.Derivatives Risk. Investments in U.S.Treasury futures and options on U.S. Treasuryfutures to hedge against changes in interestrates involve risks, such as potential losses ifinterest rates do not move as expected and thepotential for greater losses than if thesetechniques had not been used. Investments inderivatives can increase the volatility of theFund’s share price and may expose the Fundto significant additional costs. Derivatives maybe difficult to sell, unwind, or value.Market Risk. The prices of, and the incomegenerated by, the securities held by the Fundmay decline in response to certain events,such as general economic and marketconditions, regional or global economicinstability, interest rate fluctuations, and thoseevents directly involving the issuers. Adversemarket events may lead to increasedredemptions, which could cause the Fund toexperience a loss when selling securities tomeet redemption requests by shareholders.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.14

Total Annual Returns For Calendar Years Ended December 311053.62%2.54%3.80%6.55%6.93%4.28%4.82%5.41%1.95%0-5-2.47%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 3.83% (for the quarter ended December 31, 2008) and thelowest quarterly return was -2.27% (for the quarter ended June 30, 2013).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsGovernment Fund -2.47% 2.75% 3.71%Citigroup U.S. Government/Mortgage Index(reflects no deduction for fees, expenses or taxes)-2.11% 2.98% 4.41%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Clark D. Wagner,Director of Fixed Income, serves as Co-Portfolio Manager of the Fund and has servedas Portfolio Manager or Co-Portfolio Managerof the Fund since 1995.Rodwell Chadehumbe has served as Co-Portfolio Manager of the Fund since December2012.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.15

GROWTH & INCOME FUNDInvestment Objective: The Fund seeks long-term growth of capital and current income.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.04%Total Annual Fund Operating Expenses 0.79%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsGrowth & Income Fund $81 $252 $439 $97816

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 23% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundprimarily invests in common stocks that offerthe potential for capital growth, currentincome or both. The Fund primarily seeks toinvest in common stocks of large-, mid-, andsmall-size companies that have a history ofpaying dividends. When the Fund cannotidentify dividend-paying stocks that it findsattractive, it may invest in non-dividend-payingstocks.The Fund generally uses a “bottom-up”approach to selecting investments. This meansthat the Fund generally identifies potentialinvestments through fundamental research andanalysis and thereafter focuses on other issues,such as economic trends, interest rates,industry diversification and marketcapitalization. In deciding whether to buy orsell securities, the Fund considers, amongother things, the issuer’s financial strength,management, earnings growth or potentialearnings growth and history (if any) of payingdividends.The Fund may sell a security if it becomes fullyvalued, its fundamentals have deteriorated oralternative investments become moreattractive.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Market Risk. Stock prices may decline overshort or even extended periods not onlybecause of company-specific developments,but also due to an economic downturn,adverse political or regulatory developments, achange in interest rates or a change in investorsentiment. While dividend-paying stocks aregenerally considered less volatile than otherstocks, there can be no guarantee that theFund’s overall portfolio will be less volatilethan the general stock market.Mid-Size and Small-Size Company Risk. Themarket risk associated with stocks of mid- andsmall-size companies is generally greater thanthat associated with stocks of larger, moreestablished companies because stocks of midandsmall-size companies tend to experiencesharper price fluctuations. At times, it may bedifficult for the Fund to sell mid-to-small-sizecompany stocks at reasonable prices.Dividend Risk. At times, the Fund may not beable to identify dividend-paying stocks that areattractive investments. The income received bythe Fund will also fluctuate due to the amountof dividends that companies elect to pay. TheFund may not have sufficient income to pay itsshareholders regular dividends.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future. Inaddition, prior to October 18, 2006, the Fundwas known as the Growth Fund and wasmanaged pursuant to a different strategy.17

The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.Total Annual Returns For Calendar Years Ended December 3150403020100-10-20-30-40-5038.06%10.77% 7.20%28.05%14.35%16.19% 17.45%1.98%2.37%-35.22%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 17.42% (for the quarter ended June 30, 2009) and the lowestquarterly return was -22.33% (for the quarter ended December 31, 2008).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsGrowth & Income Fund 38.06% 19.82% 8.28%S&P 500 Index(reflects no deduction for fees, expenses or taxes)32.38% 17.91% 7.39%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Edwin D. Miska, Directorof Equities, has served as Portfolio Manager ofthe Fund since 2006.Douglas R. Waage has served as AssistantPortfolio Manager of the Fund since 2013.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.18

INTERNATIONAL FUNDInvestment Objective: The Fund primarily seeks long-term capital growth.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.17%Total Annual Fund Operating Expenses 0.92%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsInternational Fund $94 $293 $509 $1,13119

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 35% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundprimarily invests in a portfolio of commonstocks and other equity securities ofcompanies that are located outside of theUnited States. To a limited degree, the Fundmay also invest in companies based in theUnited States.The Fund typically invests in the securities ofmedium to large size companies, but will alsoinvest in smaller companies. The Fund’sholdings may be limited to the securities of 40to 60 different issuers and may focus itsinvestments in companies located in or tiedeconomically to particular countries orregions. The Fund generally invests insecurities that are traded in the foreignsecurities markets, though it may investsignificantly in emerging or developingmarkets.The subadviser selects investments byscreening a universe of stocks that meet its“quality growth” criteria, which include highreturn on equity and low to moderate leverage,among others. It then further narrows thatuniverse by using a bottom-up stock andbusiness analysis approach to identifycompanies whose businesses are highlyprofitable, have consistent operating historiesand financial performance and enjoy possiblelong-term economic prospects. Thesubadviser also seeks to generate greaterreturns by investing in securities at a pricebelow the company’s intrinsic worth.In making sell decisions, the subadviserconsiders, among other things, whether asecurity’s price target has been met, whether20there has been an overvaluation of the issuerby the market, whether there has been a cleardeterioration of future earnings power andwhether, in the subadviser’s opinion, there hasbeen a loss of long-term competitiveadvantage.The Fund may enter into spot currency trades(i.e., for cash at the spot rate prevailing in theforeign currency market) in connection withthe settlement of transactions in securitiestraded in foreign currency.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Market Risk. Stock prices may decline overshort or even extended periods not onlybecause of company-specific developments,but also due to an economic downturn,adverse political or regulatory developments, achange in interest rates or a change in investorsentiment.Foreign Securities Risk. There are specialrisk factors associated with investing in foreignsecurities, including the risks of fluctuations inthe exchange rates between the U.S. dollar andforeign currencies, potential political andeconomic instability, differing accounting andfinancial reporting standards or inability toobtain reliable financial information regardinga company’s financial condition, less stringentregulation and supervision of foreignsecurities markets, custodians and securitiesdepositories, and potential restrictions in theflow of capital. The use of spot transactionsdoes not reduce or eliminate these risks. Tothe extent the Fund invests a significant portionof its assets in securities of a single country orregion, it is more likely to be affected by eventsor conditions of that country or region. As aresult, it may be more volatile than a moregeographically diversified fund.Emerging Markets Risk. The risks ofinvesting in foreign securities are heightenedwhen investing in emerging or developingmarkets. The economies and politicalenvironments of emerging or developing

countries tend to be more unstable than thoseof developed countries, resulting in morevolatile rates of returns than the developedmarkets and substantially greater risk toinvestors.Liquidity Risk. The Fund is also susceptibleto the risk that certain securities may bedifficult or impossible to sell at the time andthe price that the Fund would like. This risk isparticularly acute in the case of foreignsecurities that are traded in smaller, lessdevelopedor emerging markets.Mid-Size and Small-Size Company Risk. Themarket risk associated with the securities ofmid- and small-size companies is generallygreater than that associated with securities oflarger companies because such securities tendto experience sharper price fluctuations thanthose of larger companies. At times, it may bedifficult for the Fund to sell mid-to-small-sizecompany stocks at reasonable prices.Limited Holdings Risk. The Fund’s assetsmay be invested in a limited number ofissuers. This means that the Fund’sperformance may be substantially impacted bythe change in value of even a single holding.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future. Inaddition, on June 27, 2006, the Fund changedsubadvisers and its investment objectives andstrategies.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.21

Total Annual Returns For Calendar Years Ended December 3140302010014.58%9.22%27.79%20.99%23.24%13.45%0.64%20.85%6.77%-10-20-30-40-50-41.89%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 19.05% (for the quarter ended June 30, 2009) and the lowestquarterly return was -19.25% (for the quarter ended September 30, 2008).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsInternational Fund 6.77% 12.67% 7.40%MSCI EAFE Index (Gross)23.29% 12.96% 7.39%(reflects no deduction for fees, expenses or taxes)MSCI EAFE Index (Net)(reflects the deduction of foreign withholding taxes ondividends)22.78% 12.44% 6.91%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser and Vontobel AssetManagement, Inc. (“Vontobel”) serves as thesubadviser of the Fund.Portfolio Manager: Rajiv Jain, ManagingDirector and Portfolio Manager –International Equities for Vontobel, has servedas Portfolio Manager of the Fund since 2006.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.22

INVESTMENT GRADE FUNDInvestment Objective: The Fund seeks to generate a maximum level of income consistent withinvestment in investment grade debt securities.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.10%Total Annual Fund Operating Expenses 0.85%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsInvestment Grade Fund $87 $271 $471 $1,04923

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 39% of the average value ofits whole portfolio.Principal Investment Strategies: Undernormal circumstances, the Fund will invest atleast 80% of its net assets (plus anyborrowings for investment purposes) ininvestment grade debt securities. The Funddefines investment grade debt securities asthose that are rated within the four highestratings categories by Moody’s InvestorsService, Inc. (“Moody’s”) or Standard &Poor’s Ratings Services (“S&P”) or that areunrated but determined by the Fund’s Adviserto be of quality equivalent to those within thefour highest ratings of Moody’s or S&P.The Fund may invest in a variety of differenttypes of investment grade securities, includingcorporate bonds, securities issued orguaranteed by the U.S. Government or U.S.Government-sponsored enterprises (some ofwhich are not backed by the full faith andcredit of the U.S. Government), and mortgagebackedand other asset-backed securities. TheFund may also invest in U.S. Treasury futuresand options on U.S. Treasury futures to hedgeagainst changes in interest rates.In making investment decisions, the Fundconsiders the outlook for interest rates,economic forecasts and market conditions,credit ratings, and its own analysis of anissuer’s financial condition. The Fund will notnecessarily sell an investment if its rating isreduced and it may hold securities that havebeen downgraded below investment grade(commonly known as “high yield” or “junk”bonds).Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Interest Rate Risk. In general, when interestrates rise, the market value of a debt securitydeclines, and when interest rates decline, themarket value of a debt security increases. TheFund may be subject to a greater risk of risinginterest rates during periods of historically lowinterest rates. Securities with longermaturities are generally more sensitive tointerest rate changes.Credit Risk. This is the risk that an issuer ofbonds and other debt securities will be unableto pay interest or principal when due. Theprices of bonds and other debt securities areaffected by the credit quality of the issuer and,in the case of asset-backed securities, thecredit quality of the underlying loans. Creditrisk also applies to securities issued by theU.S. Government and by U.S. Governmentsponsoredenterprises that are not backed bythe full faith and credit of the U.S. Government.The securities issued by U.S. Governmentsponsoredenterprises are supported only bythe credit of the issuing agency, instrumentalityor corporation.Prepayment and Extension Risk. The Fundis subject to prepayment and extension risksince it invests in mortgage-backed and otherasset-backed securities. When interest ratesdecline, borrowers tend to refinance theirloans. When this occurs, the loans that backthese securities suffer a higher rate ofprepayment. This could cause a decrease inthe Fund’s income and share price. Extensionrisk is the flip side of prepayment risk. Wheninterest rates rise, the Fund’s average maturitymay lengthen due to a drop in prepayments.This will generally increase both the Fund’ssensitivity to interest rates and its potential forprice declines.24

Liquidity Risk. High yield debt securities tendto be less liquid than higher quality debtsecurities, meaning that it may be difficult tosell high yield debt securities at reasonableprices.Derivatives Risk. Investments in U.S.Treasury futures and options on U.S. Treasuryfutures to hedge against changes in interestrates involve risks, such as potential losses ifinterest rates do not move as expected and thepotential for greater losses than if thesetechniques had not been used. Investments inderivatives can increase the volatility of theFund’s share price and may expose the Fundto significant additional costs. Derivatives maybe difficult to sell, unwind, or value.Market Risk. The prices of, and the incomegenerated by, the debt securities held by theFund may decline in response to certainevents, such as general economic and marketconditions, regional or global economicinstability, interest rate fluctuations, and thoseevents directly involving the issuers. Adversemarket events may lead to increasedredemptions, which could cause the Fund toexperience a loss when selling securities tomeet redemption requests by shareholders.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.25

Total Annual Returns For Calendar Years Ended December 312520151050-5-10-1520.94%9.26%11.23%4.04% 3.99%5.52%6.23%1.31%-0.80%-11.60%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 10.24% (for the quarter ended June 30, 2009) and the lowestquarterly return was -9.82% (for the quarter ended September 30, 2008).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsInvestment Grade Fund -0.80% 9.15% 4.70%BofA Merrill Lynch U.S. Corporate Master Index(reflects no deduction for fees, expenses or taxes)-1.46% 8.92% 5.31%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Clark D. Wagner,Director of Fixed Income, serves as Co-Portfolio Manager of the Fund and has servedas Portfolio Manager or Co-Portfolio Managerof the Fund since 2007.Rajeev Sharma has served as Co-PortfolioManager of the Fund since 2009.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.26

OPPORTUNITY FUNDInvestment Objective: The Fund seeks long-term capital growth.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 1 0.79%Total Annual Fund Operating Expenses 1.54%1. Expenses have been restated to reflect current operating expenses expected to be incurred for the fiscal year endingDecember 31, 2014.ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsOpportunity Fund $157 $486 $839 $1,83427

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 32% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundinvests primarily in mid- and small-sizecompanies that the Fund’s Adviser believesoffer strong growth opportunities. The Fundmay continue to hold stocks of companies thatgrow into larger companies and may alsoinvest opportunistically in larger companies.The Fund uses a “bottom-up” approach toselecting investments. The Fund usesfundamental research to search for companiesthat have one or more of the following: astrong balance sheet; experiencedmanagement; above-average earnings growthpotential; and stocks that are attractivelypriced. The Fund attempts to stay broadlydiversified, but it may emphasize certainindustry sectors based upon economic andmarket conditions.The Fund may sell a stock if it becomes fullyvalued, its fundamentals have deteriorated oralternative investments become moreattractive. The Fund may also sell a stock if itgrows into a large, well-established company,although it may also continue to hold such astock irrespective of its size.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Market Risk. Stock prices may decline overshort or even extended periods not onlybecause of company-specific developments,but also due to an economic downturn,adverse political or regulatory developments, achange in interest rates or a change in investorsentiment.Mid-Size and Small-Size Company Risk. Themarket risk associated with stocks of mid- andsmall-size companies is generally greater thanthat associated with stocks of larger, moreestablished companies because stocks of midandsmall-size companies tend to experiencesharper price fluctuations. At times, it may bedifficult for the Fund to sell mid-to-small-sizecompany stocks at reasonable prices.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart shows theFund’s performance for the past calendar year.The table shows how the Fund’s averageannual returns for the past calendar yearended December 31 compare to those of abroad measure of market performance. TheFund’s past performance is not necessarily anindication of how the Fund will perform in thefuture.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.28

Total Annual Returns For Calendar Years Ended December 31504039.96%30201002013During the periods shown, the highest quarterly return was 11.93% (for the quarter ended March 31, 2013) and the lowestquarterly return was 3.46% (for the quarter ended June 30, 2013).Average Annual Total Returns For Periods Ended December 31, 20131 Year Life ofFundOpportunity Fund 39.96% 39.03%S&P Mid-Cap 400 Index(reflects no deduction for fees, expenses or taxes)33.46% 33.27%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Edwin D. Miska, Directorof Equities, has served as Co-PortfolioManager since the Fund’s inception in 2012.Steven S. Hill has served as Co-PortfolioManager since the Fund’s inception in 2012.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.29

SELECT GROWTH FUNDInvestment Objective: The Fund seeks long-term growth of capital.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchasesN/A(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofN/Apurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.10%Total Annual Fund Operating Expenses 0.85%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsSelect Growth Fund $87 $271 $471 $1,04930

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 64% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundinvests in a portfolio of approximately 40-45common stocks that the Fund’s subadviser,Smith Asset Management Group, L.P.(“Smith”), believes offers the best potential forearnings growth with the lowest risk ofnegative earnings surprises.Smith employs quantitative and qualitativeanalysis to identify high quality companies thatit believes have the ability to accelerateearnings growth and exceed investorexpectations. Beginning with a universe ofstocks that includes large-, mid- and small-sizecompanies, Smith’s investment team uses riskcontrol and valuation screens primarily basedon valuation, financial quality, stock volatilityand corporate governance, to eliminate stocksthat are highly volatile or are more likely tounderperform the market.Stocks that pass the initial screens are thenevaluated using a proprietary methodology andfundamental analysis to produce a list of 80-100 eligible companies with a high probabilityof earnings growth that exceeds investorexpectations. The analysis includes anevaluation of changes in Wall Street opinions,individual analysts’ historical accuracy,earnings quality analysis and corporategovernance practices. Smith then constructsthe Fund’s portfolio based on a traditionalfundamental analysis of the companiesidentified on the list to understand theirbusiness prospects, earnings potential,strength of management and competitivepositioning.Stocks may be sold if they exhibit negativeinvestment or performance characteristics,including: a negative earnings forecast orreport, valuation concerns, company officials’downward guidance on company performanceor earnings or announcement of a buyout.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Market Risk. Stock prices may decline overshort or even extended periods not onlybecause of company-specific developments,but also due to an economic downturn,adverse political or regulatory developments, achange in interest rates or a change in investorsentiment.Mid-Size and Small-Size Company Risk. Themarket risk associated with stocks of mid- andsmall-size companies is generally greater thanthat associated with stocks of larger, moreestablished companies because stocks of midandsmall-size companies tend to experiencesharper price fluctuations. At times, it may bedifficult for the Fund to sell mid-to-small-sizecompany stocks at reasonable prices.Growth Stock Risk. The Fund’s focus ongrowth stocks increases the potential volatilityof its share price. If expectations are not met,the prices of these stocks may declinesignificantly.Limited Holdings Risk. Because the Fundgenerally invests in a limited portfolio of only40 to 45 stocks, it may be more volatile thanother funds whose portfolios may contain alarger number of securities.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.31

Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future. Inaddition, prior to July 26, 2007, the Fund wasknown as the Focused Equity Fund, wasmanaged by a different subadviser, andemployed different strategies.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.Total Annual Returns For Calendar Years Ended December 31403020100-10-20-30-40-5033.15%21.10%11.42%13.30%5.87%9.47%9.90%5.55%5.25%-41.47%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 15.08% (for the quarter ended March 31, 2012) and the lowestquarterly return was -24.25% (for the quarter ended December 31, 2008).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsSelect Growth Fund 33.15% 16.14% 5.36%Russell 3000 Growth Index(reflects no deduction for fees, expenses or taxes)34.23% 20.53% 7.95%32

Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser and Smith AssetManagement Group, L.P. (“Smith”) serves assubadviser of the Fund.Portfolio Manager: The Fund is managed bySmith by a team of investment professionalswho have an equal role in managing the Fund,which includes the following: Stephen S.Smith, CFA, Chief Executive Officer and ChiefInvestment Officer; John D. Brim, CFA,Portfolio Manager; and Eivind Olsen, CFA,Portfolio Manager. Each investmentprofessional has served as a Portfolio Managerof the Fund since 2007, except for Mr. Olsen,who has served as a Portfolio Manager since2009.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.33

SPECIAL SITUATIONS FUNDInvestment Objective: The Fund seeks long-term growth of capital.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchases(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofpurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.07%Total Annual Fund Operating Expenses 0.82%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsSpecial Situations Fund $84 $262 $455 $1,014N/AN/A34

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 108% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundinvests primarily in common stocks of smallsizecompanies that the Fund’s adviser believesare undervalued, and generally invests incompanies that are experiencing a “specialsituation” that makes them undervaluedrelative to their long-term potential.Developments creating special situations mayinclude mergers, spin-offs, litigationresolution, new products, or managementchanges. The Fund may also invest in stocksof mid-size or large companies.The Fund uses a “bottom-up” approach toselecting investments. The Fund usesfundamental research to search for companiesthat have one or more of the following: astrong balance sheet; experiencedmanagement; above-average earnings growthpotential; and stocks that are attractivelypriced.The Fund may sell a stock if it becomes fullyvalued, it appreciates in value to the point thatit is no longer a small-size company stock, itsfundamentals have deteriorated or alternativeinvestments become more attractive.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Market Risk. Stock prices may decline overshort or even extended periods not onlybecause of company-specific developments,but also due to an economic downturn,adverse political or regulatory developments, achange in interest rates or a change in investorsentiment.Small-Size and Mid-Size Company Risk. Themarket risk associated with stocks of smallandmid-size companies is generally greaterthan that associated with stocks of larger,more established companies because stocks ofsmall- and mid-size companies tend toexperience sharper price fluctuations. Attimes, it may be difficult for the Fund to sellsmall-to-mid-size company stocks atreasonable prices.Undervalued Security Risk. The Fund seeksto invest in stocks that are undervalued andthat will rise in value due to anticipated eventsor changes in investor perceptions. If theseevents do not occur, or investor perceptionsabout the securities do not improve, themarket price of these securities may not riseas expected or may fall.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future. Inaddition, prior to September 23, 2013, theFund was managed by a subadviser.35

The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.Total Annual Returns For Calendar Years Ended December 31403020100-10-20-30-40-5012.78%5.14%22.51%6.62%-33.25%30.77%26.57%10.01%2.24%30.88%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 17.19% (for the quarter ended June 30, 2009) and the lowestquarterly return was -24.00% (for the quarter ended December 31, 2008).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsSpecial Situations Fund 30.88% 19.50% 9.68%Russell 2000 Index(reflects no deduction for fees, expenses or taxes)38.82% 20.05% 9.07%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Steven S. Hill has servedas Portfolio Manager of the Fund sinceSeptember 2013.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.36

TARGET MATURITY 2015 FUNDInvestment Objective: The Fund seeks a predictable compounded investment return for investorswho hold their Fund shares until the Fund’s maturity, consistent with preservation of capital.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchases(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofpurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 0.15%Total Annual Fund Operating Expenses 0.90%ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsTarget Maturity 2015 Fund $92 $287 $498 $1,108N/AN/A37

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 0% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundinvests at least 65% of its total assets in zerocoupon securities. The vast majority of theFund’s investments consist of non-callablezero coupon bonds issued by the U.S.Government, its agencies or instrumentalities,that mature on or around the maturity date ofthe Fund (December 31, 2015). Zero couponsecurities are debt obligations that do notentitle holders to any periodic payments ofinterest prior to maturity and therefore areissued and traded at discounts from their facevalues.The Fund may also invest in securities issuedby U.S. Government-sponsored enterprisessuch as Federal National Mortgage Association(“Fannie Mae”) and the Federal Home LoanMortgage Corporation (“Freddie Mac”).Although such U.S. Government-sponsoredenterprises are chartered and sponsored byActs of Congress, their securities are notbacked by the full faith and credit of the U.S.Government.The Fund seeks zero coupon bonds that willmature on or about the Fund’s maturity date.As the Fund’s zero coupon bonds mature, theproceeds will be invested in short term U.S.government securities. On the Fund’s maturitydate, the Fund’s assets will be converted tocash and distributed, and the Fund will beliquidated.Although the Fund generally follows a buy andhold strategy, the Fund may sell an investmentwhen the Fund identifies an opportunity toincrease its yield or it needs cash to meetredemptions.38Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Interest Rate Risk. In general, when interestrates rise, the market value of a bond declines,and when interest rates decline, the marketvalue of a bond increases. The Fund may besubject to a greater risk of rising interest ratesduring periods of historically low interestrates. The market prices of zero couponsecurities are generally more volatile than themarket prices of securities paying interestperiodically and, accordingly, will fluctuate farmore in response to changes in interest ratesthan those of non-zero coupon securitieshaving similar maturities and yields. Securitieswith longer maturities are generally moresensitive to interest rate changes.Credit Risk. This is the risk that an issuer ofbonds will be unable to pay interest orprincipal when due. The prices of bonds areaffected by the credit quality of the issuer.Credit risk applies to securities issued by theU.S. Government and by U.S. Governmentsponsoredenterprises (such as Fannie Maeand Freddie Mac securities), which are notsupported by the full faith and credit of theU.S. Government. The securities issued by U.S.Government-sponsored enterprises aresupported only by the credit of the issuingagency, instrumentality or corporation.Market Risk. The prices of, and the incomegenerated by, the securities held by the Fundmay decline in response to certain events,such as general economic and marketconditions, regional or global economicinstability, interest rate fluctuations, and thoseevents directly involving the issuers. Adversemarket events may lead to increasedredemptions, which could cause the Fund toexperience a loss when selling securities tomeet redemption requests by shareholders.

Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.3025Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart showschanges in the Fund’s performance from yearto year. The table shows how the Fund’saverage annual returns for 1, 5, and 10 yearscompare to those of a broad measure ofmarket performance. The Fund’s pastperformance is not necessarily an indication ofhow the Fund will perform in the future.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.Total Annual Returns For Calendar Years Ended December 3120151050-514.56%8.47%9.70%8.58%7.14%4.39%1.85%0.84%-2.22%-0.20%2004 2005 2006 2007 2008 2009 2010 2011 2012 2013During the periods shown, the highest quarterly return was 9.14% (for the quarter ended December 31, 2008) and thelowest quarterly return was -6.24% (for the quarter ended June 30, 2004).Average Annual Total Returns For Periods Ended December 31, 20131 Year 5 Years 10 YearsTarget Maturity 2015 Fund -0.20% 2.74% 5.19%Citigroup Treasury/Government Sponsored Index(reflects no deduction for fees, expenses or taxes)-2.51% 2.23% 4.19%39

Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Clark D. Wagner,Director of Fixed Income, serves as Co-Portfolio Manager of the Fund and has servedas Portfolio Manager or Co-Portfolio Managerof the Fund since 1999.Rodwell Chadehumbe has served as Co-Portfolio Manager of the Fund since December2012.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.40

TOTAL RETURN FUNDInvestment Objective: The Fund seeks high, long-term total investment return consistent withmoderate investment risk.Fees and Expenses of the Fund: This table describes the fees and expenses that you may pay if youbuy and hold shares of the Fund. Investments in the Fund can only be made through a variableannuity contract or life insurance policy offered by a participating insurance company. This tabledoes not reflect the fees and expenses that are or may be imposed by a variable annuity contract orlife insurance policy for which the Fund is an investment option. For information regarding thosefees and expenses, please refer to the applicable variable annuity contract or life insurance policyprospectus. If those fees and expenses were included, the overall fees and expenses shown in thetable would be higher.Shareholder Fees (fees paid directly from your investment)Maximum sales charge (load) imposed on purchases(as a percentage of offering price)Maximum deferred sales charge (load) (as a percentage of the lower ofpurchase price or redemption price)Annual Fund Operating Expenses (expenses that you pay each year as apercentage of the value of your investment)Management Fees 0.75%Distribution and Service (12b-1) FeesNoneOther Expenses 1 0.51%Total Annual Fund Operating Expenses 1.26%1. Expenses have been restated to reflect current operating expenses expected to be incurred for the fiscal year endingDecember 31, 2014.ExampleThe Example is intended to help you compare the cost of investing in the Fund with the cost ofinvesting in other mutual funds. The Example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at the end of those periods. The Examplealso assumes that your investment has a 5% return each year and that the Fund’s operating expensesremain the same. The table below does not include the fees or expenses that are or may beimposed by a variable annuity contract or life insurance policy for which the Fund is an investmentoption. If they were included, the expenses shown in the table below would be higher. Althoughyour actual costs may be higher or lower, based on these assumptions your costs would be:1 year 3 years 5 years 10 yearsTotal Return Fund $128 $400 $692 $1,523N/AN/A41

Portfolio Turnover: The Fund paystransaction costs, such as commissions, whenit buys and sells securities (or “turns over” itsportfolio). A higher portfolio turnover mayindicate higher transaction costs. These costs,which are not reflected in annual fundoperating expenses or in the example, affectthe Fund’s performance. During the mostrecent fiscal year, the Fund’s portfolioturnover rate was 14% of the average value ofits whole portfolio.Principal Investment Strategies: The Fundallocates its assets among stocks, bonds andmoney market instruments. While thepercentage of assets allocated to each assetclass is flexible rather than fixed, the Fundnormally invests at least 50% of its net assetsin stocks and at least 35% in bonds, cash andmoney market instruments. The percentagesmay change due to, among other things,market fluctuations or reallocation decisionsby the Fund’s portfolio managers.Once the asset allocation for stocks, bondsand money market instruments has been set,the Fund uses fundamental research andanalysis to determine which particularinvestments to purchase or sell.The Fund’s investments in stocks are normallydiversified among common stocks of large-,mid- and small-size companies that offer thepotential for capital growth, current income,or both. In selecting stocks, the Fundconsiders, among other things, the issuer’sfinancial strength, management, earningsgrowth potential and history (if any) of payingdividends.The Fund’s investments in bonds are normallydiversified among different types of bonds andother debt securities, including corporatebonds, U.S. Government securities andmortgage-backed securities. The Fund selectsbonds by first considering the outlook for theeconomy and interest rates, and thereafter, aparticular security’s characteristics. The Fundmay also invest in U.S. Treasury futures andoptions on U.S. Treasury futures to hedgeagainst changes in interest rates.42The Fund may sell a security if it becomes fullyvalued, its fundamentals have deteriorated,alternative investments become more attractiveor if it is necessary to rebalance the portfolio.Principal Risks: You can lose money byinvesting in the Fund. Here are the principalrisks of investing in the Fund:Market Risk. Stock prices may decline overshort or even extended periods not onlybecause of company-specific developments,but also due to an economic downturn,adverse political or regulatory developments, achange in interest rates or a change in investorsentiment. Similarly, the prices of, and theincome generated by, the bonds held by theFund may decline in response to certainevents, such as general economic and marketconditions, regional or global economicinstability, interest rate fluctuations, and thoseevents directly involving the issuers. Whilestocks and bonds may react differently toeconomic events, there are times when stocksand bonds both may decline in valuesimultaneously. Adverse market events maylead to increased redemptions, which couldcause the Fund to experience a loss whenselling securities to meet redemption requestsby shareholders.Mid-Size and Small-Size Company Risk. Themarket risk associated with stocks of mid- andsmall-size companies is generally greater thanthat associated with stocks of larger, moreestablished companies because stocks of midandsmall-size companies tend to experiencesharper price fluctuations. At times, it may bedifficult for the Fund to sell mid-to-small-sizecompany stocks at reasonable prices.Interest Rate Risk. In general, when interestrates rise, the market value of a debt securitydeclines, and when interest rates decline, themarket value of a debt security increases. TheFund may be subject to a greater risk of risinginterest rates during periods of historically lowinterest rates. Securities with longermaturities are generally more sensitive tointerest rate changes.

Credit Risk. This is the risk that an issuer ofbonds and other debt securities will be unableto pay interest or principal when due. Theprices of bonds and other debt securities areaffected by the credit quality of the issuer and,in the case of mortgage-backed securities, thecredit quality of the underlying mortgages.Credit risk also applies to securities issued orguaranteed by U.S. Government-sponsoredenterprises that are not backed by the full faithand credit of the U.S. Government. Thesecurities issued by U.S. Governmentsponsoredenterprises are supported only bythe credit of the issuing agency, instrumentalityor corporation.Prepayment and Extension Risk. The Fundis subject to prepayment and extension risksince it invests in mortgage-backed securities.When interest rates decline, borrowers tend torefinance their mortgages. When this occurs,the mortgages that back these securities suffera higher rate of prepayment. This could causea decrease in the Fund’s income and shareprice. Extension risk is the flip side ofprepayment risk. When interest rates rise, theFund’s average maturity may lengthen due to adrop in prepayments. This will generallyincrease both the Fund’s sensitivity to risinginterest rates and its potential for pricedeclines.Allocation Risk. The Fund may allocate assetsto investment classes that underperform otherclasses. For example, the Fund may beoverweighted in stocks when the stock marketis falling and the bond market is rising.Derivatives Risk. Investments in U.S.Treasury futures and options on U.S. Treasuryfutures to hedge against changes in interestrates involve risks, such as potential losses ifinterest rates do not move as expected and thepotential for greater losses than if thesetechniques had not been used. Investments inderivatives can increase the volatility of theFund’s share price and may expose the Fundto significant additional costs. Derivatives maybe difficult to sell, unwind, or value.Security Selection Risk. Securities selectedby the portfolio manager may performdifferently than the overall market or may notmeet the portfolio manager’s expectations.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Performance: The following bar chart andtable provide some indication of the risks ofinvesting in the Fund. The bar chart shows theFund’s performance for the past calendar year.The table shows how the Fund’s averageannual returns for the past calendar yearended December 31 compare to those of abroad measure of market performance. TheFund’s past performance is not necessarily anindication of how the Fund will perform in thefuture.The bar chart and table do not reflect fees andexpenses that may be deducted by the variableannuity contract or variable life insurancepolicy through which you invest. If they wereincluded, the returns would be less than thoseshown.43

Total Annual Returns For Calendar Years Ended December 312017.02%1510502013During the periods shown, the highest quarterly return was 6.04% (for the quarter ended March 31, 2013) and the lowestquarterly return was 0.48% (for the quarter ended June 30, 2013).Average Annual Total Returns For Periods Ended December 31, 20131 Year Life ofFundTotal Return Fund 17.02% 15.56%S&P 500 Index32.38% 30.74%(reflects no deduction for fees, expenses or taxes)BofA Merrill Lynch U.S. Corporate, Government & MortgageIndex (reflects no deduction for fees, expenses or taxes)-2.34% -2.05%Investment Adviser: First InvestorsManagement Company, Inc. is the Fund’sinvestment adviser.Portfolio Manager: Clark D. Wagner,Director of Fixed Income, has served asPortfolio Manager since the Fund’s inceptionin 2012.Edwin D. Miska, Director of Equities, hasserved as Portfolio Manager since the Fund’sinception in 2012.Other Important Information About TheFund: For important information about thePurchase and Sale of Fund Shares, TaxInformation and Payments To InsuranceCompanies and Other FinancialIntermediaries, please refer to the section“Other Important Information” on page 45 ofthis prospectus.44

Other Important InformationPurchase and Sale of Fund Shares:Investments in the Funds can only be madethrough a purchase of a variable annuitycontract or variable life insurance policy forwhich the Funds are an investment option.You may wish to contact the issuing insurancecompany and/or refer to the applicablecontract or policy prospectus for informationon how to purchase and sell shares of theFunds.Tax Information: You will not be subject tofederal income tax as the result of purchasesor sales of Fund shares, Fund dividends, orother distributions by the Funds. However,there may be tax consequences associated withinvesting in the variable annuity contracts andlife insurance policies. For informationconcerning federal income tax consequencesfor accountholders of such contracts orpolicies, accountholders should consult withthe issuing insurance company and refer to theapplicable contract or policy prospectus.Payments To Insurance Companies andOther Financial Intermediaries: The Fundsand their related companies may makepayments to an issuing insurance company, itsaffiliates, or other financial intermediaries fordistribution and/or other services. Thesepayments may be a factor that an insurancecompany considers in including the Funds asunderlying investment options for a variableannuity contract or life insurance policy.These payments may create a conflict ofinterest by influencing your financialrepresentative or the insurance company orother financial intermediary to recommend aFund over another investment. You maycontact your financial representative or visityour insurance company’s or financialintermediary’s website for more information.45

THE FUNDS IN GREATER DETAILThis section describes the First Investors Life Series Funds in more detail. Each individual Funddescription in this section provides more information about the Fund’s objective, principalinvestment strategies and risks. These Funds are used solely as the underlying investment optionsfor variable annuity contracts or variable life insurance policies. This means that you cannotpurchase shares of the Funds directly, but only through such a contract or policy. The Fund orFunds that are available to you depend upon which contract or policy you have purchased.The investment objective of each Fund is non-fundamental, which means that the Board of Trusteesmay change the investment objective of each Fund without shareholder approval. The Board maytake such action when it believes that a change in the objective is necessary or appropriate in lightof market circumstances or other events.46

CASH MANAGEMENT FUNDWhat are the Cash Management Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks to earn a high rate of currentincome consistent with the preservation ofcapital and maintenance of liquidity.Principal Investment Strategies:The Fund invests primarily in high-qualitymoney market instruments that aredetermined by the Fund’s Adviser to presentminimal credit risk. The Fund’s investmentsmay include prime commercial paper; shorttermcorporate bonds and notes, includingfloating and variable rate notes; U.S. Treasurysecurities; short-term obligations of U.S.Government-sponsored enterprises (some ofwhich are not backed by the full faith andcredit of the U.S. Government); bankers’acceptances, which are credit instrumentsguaranteed by a bank; and negotiablecertificates of deposit, which are issued bybanks in large denominations.The Fund’s portfolio is managed to meetregulatory requirements that permit the Fundto maintain a stable net asset value (“NAV”) of$1.00 per share. These include requirementsrelating to the credit quality, maturity, liquidityand diversification of the Fund’s investments.In buying and selling securities, the Fund willconsider its own credit analysis as well asratings assigned by ratings services. The Fundconsiders, among other things, the issuer’searnings and cash flow generating capabilities,the security’s yield and relative value, and theoutlook for interest rates and the economy. Inthe case of instruments with demand featuresor credit enhancements, the Fund may alsoconsider the financial strength of the partyproviding the demand feature or creditenhancement, including any ratings assignedto such party.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:While money market funds are designed to berelatively low-risk investments, they are notentirely free of risk. Any investment carrieswith it some level of risk. Although the Fundtries to maintain a $1.00 share price, it maynot be able to do so. It is therefore possible tolose money by investing in the Fund. Here arethe principal risks of investing in the Fund:Credit Risk:The value of a money market instrument willdecline if there is a default by or adeterioration in the credit quality of the issueror a provider of a credit enhancement ordemand feature. This could cause the Fund’sNAV to decline below $1.00 per share.Credit risk also applies to securities issued bythe U.S. Government and by U.S. Governmentsponsoredenterprises that are not backed bythe full faith and credit of the U.S. Government.47

The securities issued by U.S. Governmentsponsoredenterprises are supported only bythe credit of the issuing agency, instrumentalityor corporation. For example, securities issuedby the Federal National Mortgage Association(“Fannie Mae”) and the Federal Home LoanMortgage Corporation (“Freddie Mac”) arenot backed by the full faith and credit of theU.S. Government.In September 2008, the U.S. Treasury placedFannie Mae and Freddie Mac underconservatorship and appointed the FederalHousing Finance Agency (“FHFA”) to managetheir daily operations. While the U.S. Treasuryalso entered into arrangements to supportFannie Mae and Freddie Mac, there is noguarantee that these arrangements will ensurethat these entities will be able to honor theirobligations. Moreover, these arrangements donot alter the fact that the securities issued byFannie Mae and Freddie Mac are notguaranteed by the U.S. Treasury and are notbacked by the full faith and credit of the U.S.Government. Congress may continue toconsider legislation that would alter theactivities or operations of Fannie Mae andFreddie Mac. The resulting reform legislation,if enacted, may impact the credit riskassociated with Fannie Mae and Freddie Macsecurities.Interest Rate Risk:The Fund’s NAV could decline below $1.00 pershare because of a change in interest rates.Like the values of other debt instruments, themarket values of money market instrumentsare affected by changes in interest rates. Wheninterest rates rise, the market values of moneymarket instruments generally decline; andwhen interest rates decline, the market valuesof money market instruments generallyincrease. The Fund may be subject to agreater risk of rising interest rates duringperiods of historically low interest rates. Theprice volatility of money market instrumentsalso depends on their maturities anddurations. Generally, the shorter the maturityand duration of a money market instrument,the lesser its sensitivity to interest rates.48Liquidity Risk:The Fund may be unable to sell a securitypromptly and at an acceptable price, whichcould have the effect of decreasing the overalllevel of the Fund’s liquidity. Marketdevelopments may cause the Fund’sinvestments to become less liquid and subjectto erratic price movements, which may havean adverse effect on the Fund’s ability tomaintain a $1.00 share price. The Fund couldlose money if it cannot sell a security at thetime and price that would be beneficial to theFund.Market Risk:The prices of, and the income generated by,the money market instruments held by theFund may decline in response to certainevents, such as general economic and marketconditions, regional or global economicinstability, interest rate fluctuations, and thoseevents directly involving the issuers. Theseevents may lead to periods of volatility, whichmay be exacerbated by changes in bondmarket size and structure. In addition,adverse market events may lead to increasedredemptions, which could cause the Fund toexperience a loss when selling securities tomeet redemption requests by shareholders.The risk of loss increases if the redemptionrequests are unusually large or frequent.Yield Risk:The yields received by the Fund on itsinvestments will generally decline as interestrates decline.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency. Althoughthe Fund seeks to preserve the value of yourinvestment at $1.00 per share, it is possibleto lose money by investing in the Fund.

EQUITY INCOME FUNDWhat are the Equity Income Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks total return.Principal Investment Strategies:The Fund invests, under normal marketconditions, primarily in dividend-paying stocksof companies that the Fund believes areundervalued in the market relative to theirlong term potential. The Fund may also investin stocks of companies of any size that do notpay dividends, but have the potential of payingdividends in the future if they appear to beundervalued.In selecting stocks, the Fund typically beginsby identifying companies that pay dividends.The Fund then analyzes companies that appearto be undervalued. Under normalcircumstances, the Fund will invest at least80% of its net assets (including anyborrowings for investment purposes) inequities. For purposes of this 80% test,equities may include common stock, preferredstock, equity-based ETFs and otherinstruments that are convertible into commonstock, or other instruments that represent anequity position in an issuer. The Fund willprovide shareholders with at least 60 daysnotice before changing this 80% policy.The Fund generally uses a “bottom-up”approach to selecting investments. This meansthat the Fund generally identifies potentialinvestments through fundamental research andanalysis which includes, among other things,analyzing a company’s balance sheet, cashflow statements and competition within acompany’s industry.The Fund assesses whether management isimplementing a reasonable corporate strategyand is operating in the interests ofshareholders. Other considerations include49analysis of economic trends, interest rates andindustry diversification.The Fund normally will diversify its assetsamong dividend-paying stocks of large-, midandsmall-size companies. Marketcapitalization is not an initial factor during thesecurity selection process, but it is consideredin assembling the total portfolio.The Fund may sell a security if it becomes fullyvalued, its fundamentals have deteriorated oralternative investment opportunities becomemore attractive. The Fund reserves the right totake temporary defensive positions that areinconsistent with the Fund’s principalinvestment strategies in attempting to respondto adverse market, economic, political orother conditions. If it does so, it may notachieve its investment objective. The Fundmay also choose not to take defensivepositions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.

Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:Market Risk:Because the Fund primarily invests in commonstocks, it is subject to market risk. Stockprices may decline over short or evenextended periods not only because ofcompany-specific developments, but also dueto an economic downturn, adverse political orregulatory developments, a change in interestrates or a change in investor sentiment. Stockmarkets tend to run in cycles with periodswhen prices generally go up, known as “bull”markets, and periods when stock pricesgenerally go down, referred to as “bear”markets.While dividend-paying stocks are generallyconsidered less volatile than other stocks,there can be no guarantee that the Fund’soverall portfolio will be less volatile than thegeneral stock market. Depending uponmarket conditions, the income from dividendpayingstocks and other investments may notbe sufficient to provide a cushion againstgeneral market downturns.Undervalued Securities Risk:The Fund seeks to invest in stocks that areundervalued and that will rise in value due toanticipated events or changes in investorperceptions. If these events do not occur, aredelayed or investor perceptions about thesecurities do not improve, the market price ofthese securities may not rise as expected ormay fall. Moreover, value stocks may fall outof favor with investors and decline in price asa class.Mid-Size and Small-Size Company Risk:The market risk associated with stocks of midandsmall-size companies is generally greaterthan that associated with stocks of larger,more established companies because stocks of50mid- and small-size companies tend toexperience sharper price fluctuations. Theadditional volatility associated with mid-tosmall-sizecompany stocks is attributable to anumber of factors, including the fact that theearnings of such companies tend to be lesspredictable than those of larger, moreestablished companies. Mid-to-small-sizecompany stocks are also not as broadly tradedas stocks of larger companies. At times, it maybe difficult for the Fund to sell mid-to-smallsizecompany stocks at reasonable prices.Dividend Risk:At times, the Fund may not be able to identifydividend-paying stocks that are attractiveinvestments. The income received by the Fundwill also fluctuate due to the amount ofdividends that companies elect to pay.Depending upon market conditions, the Fundmay not have sufficient income to pay itsshareholders regular dividends.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.

FUND FOR INCOMEWhat are the Fund For Income’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks high current income.Principal Investment Strategies:The Fund primarily invests in high yield, belowinvestment grade corporate bonds (commonlyknown as “high yield” or “junk bonds”). Highyield bonds include both bonds that are ratedbelow Baa3 by Moody’s Investors Service, Inc.or below BBB- by Standard & Poor’s RatingsServices as well as unrated bonds that aredetermined by the Fund to be of equivalentquality. High yield bonds generally providehigher income than investment grade bonds tocompensate investors for their higher risk ofdefault (i.e., failure to make required interestor principal payments). High yield bondissuers include small or relatively newcompanies lacking the history or capital tomerit investment grade status, former bluechip companies downgraded because offinancial problems, special purpose entitiesthat are used to finance capital investment,sales or leases of equipment, loans or otherprograms and firms with heavy debt loads.High yield securities may be backed byreceivables or other assets. The Fund mayalso invest in other high yield debt securities,such as assignments of syndicated bank loans.The Fund seeks to reduce the risk of a defaultby selecting bonds through careful creditresearch and analysis. The Fund seeks toreduce the impact of a potential default bydiversifying its investments among bonds ofmany different companies and industries. TheFund attempts to invest in bonds that havestable to improving credit quality and potentialfor capital appreciation because of a creditrating upgrade or an improvement in theoutlook for a particular company, industry orthe economy as a whole.Although the Fund will consider ratingsassigned by ratings agencies in selecting highyield bonds, it relies principally on its ownresearch and investment analysis. The Fundconsiders a variety of factors, including theoverall economic outlook, the issuer’scompetitive position, the outlook of itsindustry, its managerial strength, anticipatedcash flow, debt maturity schedules, borrowingrequirements, interest or dividend coverage,asset coverage and earnings prospects. TheFund may sell a bond when it showsdeteriorating fundamentals or it falls short ofthe portfolio manager’s expectations. It mayalso decide to continue to hold a bond (orrelated securities, such as stocks or warrants)after its issuer defaults or is subject to abankruptcy.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).51

The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:High Yield Securities Risk:High yield bonds and other types of high yielddebt securities have greater credit risk thanhigher quality debt securities because thecompanies that issue them are not asfinancially strong as companies withinvestment grade ratings. High yieldsecurities, commonly referred to as junkbonds, are considered to be inherentlyspeculative due to the risk associated with theissuer’s continuing ability to make principaland interest payments. Lower quality debtsecurities generally tend to be more sensitiveto these changes than higher quality debtsecurities. While credit ratings may beavailable to assist in evaluating an issuer’scredit quality, they may not accurately predictan issuer’s ability to make timely payment ofprincipal and interest. During times ofeconomic downturn, issuers of high yield debtsecurities may not have the ability to access thecredit markets to refinance their bonds ormeet other credit obligations.Credit Risk:This is the risk that an issuer of bonds andother debt securities will be unable to payinterest or principal when due. The prices ofbonds and other debt securities are affected bythe credit quality of the issuer. Changes in thefinancial condition of an issuer, generaleconomic conditions and specific economicconditions that affect a particular type of issuercan impact the credit quality of an issuer.Such changes may weaken an issuer’s ability tomake payments of principal or interest or52cause an issuer to fail to make timely paymentsof interest or principal. The same risks ofdefault apply to borrowers of assignments ofsyndicated bank loans.Market Risk:The prices of, and the income generated by,the bonds held by the Fund may decline inresponse to certain events, such as generaleconomic and market conditions, regional orglobal economic instability, interest ratefluctuations, and those events directly involvingthe issuers. The entire high yield bond marketcan experience sharp price swings due to avariety of factors, including changes ineconomic forecasts, stock market volatility,large sustained sales of high yield bonds bymajor investors, high-profile defaults or themarket’s psychology. These events may lead toperiods of volatility, which may be exacerbatedby changes in bond market size and structure.Volatility in the high yield market is usuallyassociated more with stocks than bonds. Theprices of high yield bonds and other high yieldsecurities held by the Fund could decline notonly due to a deterioration in the financialcondition of the issuers of such bonds, butalso due to overall movements in the high yieldmarket. Adverse market events may lead toincreased redemptions, which could cause theFund to experience a loss when sellingsecurities to meet redemption requests byshareholders. The risk of loss increases if theredemption requests are unusually large orfrequent.Interest Rate Risk:The market values of high yield bonds andother debt securities are affected by changes ininterest rates. In general, when interest ratesrise, the market value of a debt securitydeclines, and when interest rates decline, themarket value of a debt security increases. TheFund may be subject to a greater risk of risinginterest rates during periods of historically lowinterest rates. Generally, the longer thematurity and duration of a debt security, andthe higher its credit rating, the greater itssensitivity to interest rates.

Liquidity Risk:High yield debt securities tend to be less liquidthan higher quality debt securities, meaningthat it may be difficult to sell high yield debtsecurities at a reasonable price or at aparticular time, particularly if there is adeterioration in the economy or in thefinancial prospects of their issuers.Assignments of syndicated bank loans may beless liquid at times, because of potential delaysin the settlement process or restrictions onresale. As a result, the prices of high yielddebt securities may be subject to wide pricefluctuations due to liquidity concerns.Syndicated Bank Loans Risk:Syndicated bank loans are also subject to therisk that the value of the collateral, if any,securing a loan may decline, be insufficient tomeet the obligations of the borrower, or bedifficult to liquidate. In the event of a default,the Fund may have difficulty collecting on anycollateral and would not have the ability tocollect on any collateral for anuncollateralized loan.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.53

GOVERNMENT FUNDWhat are the Government Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks to achieve a significant level ofcurrent income which is consistent withsecurity and liquidity of principal.Principal Investment Strategies:Under normal circumstances, the Fund investsat least 80% of its net assets (plus anyborrowings for investment purposes) insecurities issued or guaranteed as to paymentof principal and interest by the U.S.Government, its agencies or instrumentalities(“U.S. Government Securities”). The Fund willnotify shareholders at least 60 days beforemaking any change to this 80% policy.The Fund invests in all types of U.S.Government Securities, which may include (a)U.S. Treasury obligations, (b) securities issuedor guaranteed by U.S. Government agencies orinstrumentalities that are backed by the fullfaith and credit of the U.S. Government, and(c) securities issued or guaranteed byagencies or instrumentalities that aresponsored or chartered by the U.S.Government but whose securities are backedsolely by the credit of the issuing agency orinstrumentality or the right of the issuer toborrow from the U.S. Treasury. U.S.Government Securities may include mortgagebackedsecurities that are guaranteed by theGovernment National Mortgage Association(“GNMA”), commonly known as Ginnie Maes,which are backed by the full faith and credit ofthe U.S. Government and mortgage-backedsecurities issued or guaranteed by U.S.Government-sponsored enterprises, such asthe Federal National Mortgage Association(“Fannie Mae”) and Federal Home LoanMortgage Corporation (“Freddie Mac”), whichare not backed by the full faith and credit ofthe U.S. Government. The Fund may alsoinvest in U.S. Treasury futures and options on54U.S. Treasury futures to hedge against changesin interest rates.The Fund uses a “top-down” approach inmaking investment decisions based on itsassessment of interest rates, economic andmarket conditions, and the relative values ofdifferent types of U.S. Government Securities.In selecting investments, the Fund considers,among other factors, maturity, yield, relativevalue and, in the case of mortgaged-backedsecurities, coupon and weighted averagematurity. The Fund will usually sell aninvestment when there are changes in theinterest rate environment that are adverse tothe investment.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).

The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. While the Fund invests in securities thatare issued or guaranteed by the U.S.Government, its agencies or instrumentalities,your investment in the Fund is not insured orguaranteed by the U.S. Government. Here arethe principal risks of investing in the Fund:Interest Rate Risk:Because the Fund invests primarily in fixedincome securities, it is subject to interest raterisk. In general, when interest rates rise, themarket value of a debt security declines, andwhen interest rates decline, the market valueof a debt security increases. The Fund may besubject to a greater risk of rising interest ratesduring periods of historically low interestrates. Securities with longer maturities andlower coupons tend to be more sensitive tointerest rate changes than those with shortermaturities and higher coupons.Prepayment and Extension Risk:The Fund is subject to prepayment andextension risk since it invests in mortgagebackedsecurities. When interest ratesdecline, borrowers tend to refinance theirmortgages. When this occurs, the mortgagesthat back these securities suffer a higher rateof prepayment. This could cause a decrease inthe Fund’s income and share price. Extensionrisk is the flip side of prepayment risk. Wheninterest rates rise, the Fund’s average maturitymay lengthen due to a drop in prepayments.This will generally increase both the Fund’ssensitivity to interest rates and its potential forprice declines.55Credit Risk:This is the risk that an issuer of bonds will beunable to pay interest or principal when due.The prices of bonds are affected by the creditquality of the issuer and in the case ofmortgage-backed securities, the credit qualityof the underlying mortgages. Credit riskapplies to securities issued by the U.S.Government and by U.S. Governmentsponsoredenterprises (such as Fannie Maeand Freddie Mac mortgage-backed securities)that are not backed by the full faith and creditof the U.S. Government. In the event that theU.S. Government sponsored enterprises wereto default on their obligations, the Fund wouldbe forced to rely on the underlying mortgagesbacking the securities.In September 2008, the U.S. Treasury placedFannie Mae and Freddie Mac underconservatorship and appointed the FederalHousing Finance Agency (“FHFA”) to managetheir daily operations. While the U.S. Treasuryalso entered into arrangements to supportFannie Mae and Freddie Mac, there is noguarantee that these arrangements will ensurethat these entities will be able to honor theirobligations. Moreover, these arrangements donot alter the fact that the securities issued byFannie Mae and Freddie Mac are notguaranteed by the U.S. Treasury and are notbacked by the full faith and credit of the U.S.Government. Congress may continue toconsider legislation that would alter theactivities or operations of Fannie Mae andFreddie Mac. The resulting reform legislation,if enacted, may impact the credit riskassociated with Fannie Mae and Freddie Macsecurities.Derivatives Risk:Investments in U.S. Treasury futures andoptions on U.S. Treasury futures to hedgeagainst changes in interest rates involve risks,such as potential losses if interest rates do notmove as expected and the potential for greaterlosses than if these techniques had not beenused. The use of derivatives for hedgingpurposes may limit any potential gain that

might result from an increase in the value ofthe hedged position. These investments canalso increase the volatility of the Fund’s shareprice and may expose the Fund to significantadditional costs. Moreover, derivatives may bedifficult or impossible to sell, unwind, or valuedue to lack of a secondary trading market.Market Risk:The prices of, and the income generated by,the securities held by the Fund may decline inresponse to certain events, such as generaleconomic and market conditions, regional orglobal economic instability, interest ratefluctuations, and those events directly involvingthe issuers. These events may lead to periodsof volatility, which may be exacerbated bychanges in bond market size and structure. Inaddition, adverse market events may lead toincreased redemptions, which could cause theFund to experience a loss when sellingsecurities to meet redemption requests byshareholders. The risk of loss increases if theredemption requests are unusually large orfrequent.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.56

GROWTH & INCOME FUNDWhat are the Growth & Income Fund’s objectives, principalinvestment strategies and principal risks?Objectives:The Fund seeks long-term growth of capitaland current income.Principal Investment Strategies:The Fund primarily invests in common stocksthat offer the potential for capital growth,current income or both. The Fund primarilyseeks to invest in common stocks ofcompanies that have a history of payingdividends. When the Fund cannot identifydividend-paying stocks that it finds attractive, itmay invest in non-dividend paying stocks. TheFund will normally diversify its stock holdingsamong stocks of large-, mid-, and small-sizecompanies.The Fund generally uses a “bottom-up”approach to selecting investments. This meansthat the Fund generally identifies potentialinvestments through fundamental research andanalysis and thereafter focuses on other issues,such as economic trends, interest rates,industry diversification and marketcapitalization. In deciding whether to buy orsell securities, the Fund considers, amongother things, the issuer’s financial strength,management, earnings growth or potentialearnings growth and history (if any) of payingdividends.The Fund may sell a security if it becomes fullyvalued, its fundamentals have deteriorated oralternative investments become moreattractive.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjectives. The Fund may also choose not totake defensive positions.57Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:Market Risk:Because the Fund primarily invests in commonstocks, it is subject to market risk. Stockprices may decline over short or evenextended periods not only because ofcompany-specific developments, but also dueto an economic downturn, adverse political orregulatory developments, a change in interestrates or a change in investor sentiment. Stockmarkets tend to run in cycles with periodswhen prices generally go up, known as “bull”markets, and periods when stock pricesgenerally go down, referred to as “bear”markets.

While dividend-paying stocks are generallyconsidered less volatile than other stocks,there can be no guarantee that the Fund’soverall portfolio will be less volatile than thegeneral stock market. Depending uponmarket conditions, the income from dividendpayingstocks and other investments may notbe sufficient to provide a cushion againstgeneral market downturns. Moreover, if theFund cannot identify dividend-paying stocksthat it believes have sufficient growth potential,it may have a substantial portion of itsportfolio in non-dividend paying stocks.financial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.Mid-Size and Small-Size Company Risk:The market risk associated with stocks of midandsmall-size companies is generally greaterthan that associated with stocks of larger,more established companies because stocks ofmid- and small-size companies tend toexperience sharper price fluctuations. Theadditional volatility associated with mid-tosmall-sizecompany stocks is attributable to anumber of factors, including the fact that theearnings of such companies tend to be lesspredictable than those of larger, moreestablished companies. Mid-to-small-sizecompany stocks are also not as broadly tradedas stocks of larger companies. At times, it maybe difficult for the Fund to sell mid-to-smallsizecompany stocks at reasonable prices.Dividend Risk:At times, the Fund may not be able to identifydividend-paying stocks that are attractiveinvestments. The income received by the Fundwill also fluctuate due to the amount ofdividends that companies elect to pay.Depending upon market conditions, the Fundmay not have sufficient income to pay itsshareholders regular dividends.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’s58

INTERNATIONAL FUNDWhat are the International Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund primarily seeks long-term capitalgrowth.Principal Investment Strategies:The Fund primarily invests in a portfolio ofcommon stocks and other equity securities ofcompanies that are located outside of theUnited States. To a limited degree, the Fundmay also invest in companies based in theUnited States.The Fund typically invests in the securities ofmedium to large size companies, but will alsoinvest in smaller companies. The Fund’sholdings may be limited to the securities of 40to 60 different issuers. The Fund may investsignificantly in emerging or developingmarkets such as India and Brazil, and mayfocus its investments in companies located inor tied economically to particular countries orregions.The subadviser selects investments for theFund generally by screening a universe ofstocks that meet its “quality growth” criteria,which include high return on equity and low tomoderate leverage, among others. Thesubadviser then further narrows that universeby using a bottom-up stock and businessanalysis approach. The subadviser makes itsassessments by examining companies one at atime, regardless of size, country oforganization, place of principal businessactivity or other similar selection criteria.The subadviser seeks to invest in companieswhose businesses are highly profitable, haveconsistent operating histories and financialperformance and enjoy possible long-termeconomic prospects. The subadviser’sinvestment process also considers acompany’s intrinsic value relative to itsearnings power and market price. The59subadviser believes that investing in thesesecurities at a price that is below their intrinsicworth may generate greater returns for theFund than those obtained by paying premiumprices for companies currently in marketfavor.In determining which portfolio securities tosell, the subadviser focuses on the operatingresults of the companies, and not pricequotations, to measure the potential success ofan investment. In making sell decisions, thesubadviser considers, among other things,whether a security’s price target has been met,whether there has been an overvaluation of theissuer by the market, whether there has been aclear deterioration of future earnings powerand whether, in the subadviser’s opinion,there has been a loss of long-term competitiveadvantage.The Fund may enter into spot currency trades(i.e., for cash at the spot rate prevailing in theforeign currency market) in connection withthe settlement of transactions in securitiestraded in foreign currency.The Fund reserves the right to take temporarydefensive positions that are inconsistent withits principal investment strategies in attemptingto respond to adverse market, economic,political or other conditions. If it does so, itmay not achieve its investment objective. TheFund may also choose not to take defensivepositions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policies

and procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:Market Risk:Because the Fund primarily invests in commonstocks, it is subject to market risk. Stockprices may decline over short or evenextended periods not only because ofcompany-specific developments, but also dueto an economic downturn, adverse political orregulatory developments, a change in interestrates or a change in investor sentiment. Stockmarkets tend to run in cycles with periodswhen prices generally go up, known as “bull”markets, and periods when stock pricesgenerally go down, referred to as “bear”markets.Foreign Securities Risk:There are special risk factors associated withinvesting in foreign securities. Some of thesefactors are also present when investing in theUnited States but are heightened wheninvesting in non-U.S. markets, especially insmaller, less-developed or emerging markets.For example, fluctuations in the exchangerates between the U.S. dollar and foreigncurrencies may have a negative impact oninvestments denominated in foreign currenciesby eroding or reversing gains or wideninglosses from those investments. The risks ofinvesting in foreign securities also includepotential political and economic instability,differing accounting and financial reportingstandards or inability to obtain reliable60financial information regarding a company’sbalance sheet and operations and lessstringent regulation and supervision of foreignsecurities markets, custodians and securitiesdepositories. Funds that invest in foreignsecurities are also subject to highercommission rates on portfolio transactions,potentially adverse changes in tax andexchange control regulations and potentialrestrictions on the flow of international capital.The use of spot transactions does not reduceor eliminate these risks. Many foreigncountries impose withholding taxes on incomeand gains from investments in securities ofissuers located in such countries, which theFund may not recover. To the extent the Fundinvests a significant portion of its assets insecurities of a single country or region at anytime, it is more likely to be affected by eventsor conditions of that country or region. As aresult, it may be more volatile than a moregeographically diversified fund.Emerging Markets Risk:The risks of investing in foreign securities areheightened when the securities are traded inemerging or developing markets. Theeconomies and political environments ofemerging or developing countries tend to bemore unstable than those of developedcountries, resulting in more volatile rates ofreturns than the developed markets andsubstantially greater risk to investors.Liquidity Risk:The Fund is also susceptible to the risk thatcertain securities may be difficult orimpossible to sell at the time and the price thatthe Fund would like. As a result, the Fund mayhave to lower the price on certain securitiesthat it is trying to sell, sell other securitiesinstead or forego an investment opportunity,any of which could have a negative effect onFund management or performance. This riskis particularly acute in the case of foreignsecurities that are traded in smaller, lessdevelopedor emerging markets.

Mid-Size and Small-Size Company Risk:The market risk associated with stocks of midandsmall-size companies is generally greaterthan that associated with stocks of larger,more established companies because stocks ofmid- and small-size companies tend toexperience sharper price fluctuations. Theadditional volatility associated with mid-tosmall-sizecompany stocks is attributable to anumber of factors, including the fact that theearnings of such companies tend to be lesspredictable than those of larger, moreestablished companies. Mid-to-small-sizecompany stocks are also not as broadly tradedas stocks of larger companies. At times, it maybe difficult for the Fund to sell mid-to-smallsizecompany stocks at reasonable prices.Limited Holdings Risk:The Fund’s assets may be invested in a limitednumber of issuers. This means that the Fund’sperformance may be substantially impacted bythe change in value of even a single holding.The price of a share of the Fund can thereforebe expected to fluctuate more than a fund thatinvests in substantially more companies.Moreover, the Fund’s share price may declineeven when the overall market is increasing.Accordingly, an investment in the Fund maytherefore entail greater risks.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.61

INVESTMENT GRADE FUNDWhat are the Investment Grade Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks to generate a maximum levelof income consistent with investment ininvestment grade debt securities.Principal Investment Strategies:The Fund primarily invests in investment gradesecurities. Under normal circumstances, theFund will invest at least 80% of its net assets(plus any borrowings for investmentpurposes) in investment grade debt securities.The Fund will provide shareholders with atleast 60 days notice before changing this 80%policy. The Fund defines investment gradedebt securities as those that are rated withinthe four highest ratings categories by Moody’sInvestors Service, Inc. (“Moody’s”) orStandard & Poor’s Ratings Services (“S&P”) orthat are unrated but determined by the Fund’sAdviser to be of quality equivalent to thosewithin the four highest ratings of Moody’s orS&P.The Fund may invest in a variety of differenttypes of investment grade securities, includingcorporate bonds, securities issued orguaranteed by the U.S. Government or U.S.Government-sponsored enterprises (some ofwhich are not backed by the full faith andcredit of the U.S. Government) and mortgagebackedand other asset-backed securities. TheFund may also invest in U.S. Treasury futuresand options on U.S. Treasury futures to hedgeagainst changes in interest rates.The Fund attempts to stay broadly diversified,but it may emphasize certain industries basedon the outlook for interest rates, economicforecasts and market conditions. In selectinginvestments, the Fund considers, among otherthings, the issuer’s earnings and cash flowgenerating capabilities, asset quality, debtlevels, industry characteristics and62management strength. The Fund alsoconsiders ratings assigned by ratings servicesin addition to its own research and investmentanalysis.The Fund may adjust the average weightedmaturity of the securities in its portfolio basedon its interest rate outlook. If it believes thatinterest rates are likely to fall, it may attempt tobuy securities with longer maturities. Bycontrast, if it believes interest rates are likelyto rise, it may attempt to buy securities withshorter maturities or sell securities with longermaturities.The Fund will not necessarily sell aninvestment if its rating is reduced. The Fundusually will sell a security when it showsdeteriorating fundamentals, it falls short of theportfolio manager’s expectations, or a moreattractive investment is available. However, itmay hold securities that have beendowngraded below investment grade(commonly known as “high yield” or “junk”bonds).The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policies

and procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:Interest Rate Risk:The market values of bonds and other debtsecurities are affected by changes in interestrates. In general, when interest rates rise, themarket value of a debt security declines, andwhen interest rates decline, the market valueof a debt security increases. The Fund may besubject to a greater risk of rising interest ratesduring periods of historically low interestrates. Generally, the longer the maturity andduration of a debt security, the greater itssensitivity to interest rates.Credit Risk:This is the risk that an issuer of bonds andother debt securities will be unable to payinterest or principal when due. The prices ofbonds and other debt securities are affected bythe credit quality of the issuer and in the caseof asset-backed securities, the credit quality ofthe underlying loans. High yield debtsecurities have greater credit risk than higherquality debt securities because the companiesthat issue them are not as financially strong ascompanies with investment grade ratings.Changes in the financial condition of an issuer,general economic conditions and specificeconomic conditions that affect a particulartype of issuer can impact the credit quality ofan issuer. Such changes may weaken anissuer’s ability to make payments of principalor interest, or cause an issuer to fail to make63timely payments of interest or principal.Lower quality debt securities generally tend tobe more sensitive to these changes than higherquality debt securities, but the lowest ratingcategory of investment grade securities mayhave speculative characteristics as well. Whilecredit ratings may be available to assist inevaluating an issuer’s credit quality, they maynot accurately predict an issuer’s ability tomake timely payment of principal and interest.During times of economic downturn, issuersof high yield debt securities may not have theability to access the credit markets torefinance their bonds or meet other creditobligations.Credit risk also applies to securities issued bythe U.S. Government and by U.S. Governmentsponsoredenterprises that are not backed bythe full faith and credit of the U.S. Government.The securities issued by U.S. Governmentsponsoredenterprises are supported only bythe credit of the issuing agency, instrumentalityor corporation. For example, securities issuedby the Federal National Mortgage Association(“Fannie Mae”) and the Federal Home LoanMortgage Corporation (“Freddie Mac”) arenot backed by the full faith and credit of theU.S. Government.In September 2008, the U.S. Treasury placedFannie Mae and Freddie Mac underconservatorship and appointed the FederalHousing Finance Agency (“FHFA”) to managetheir daily operations. While the U.S. Treasuryalso entered into arrangements to supportFannie Mae and Freddie Mac, there is noguarantee that these arrangements will ensurethat these entities will be able to honor theirobligations. Moreover, these arrangements donot alter the fact that the securities issued byFannie Mae and Freddie Mac are notguaranteed by the U.S. Treasury and are notbacked by the full faith and credit of the U.S.Government. Congress may continue toconsider legislation that would alter theactivities or operations of Fannie Mae andFreddie Mac. The resulting reform legislation,if enacted, may impact the credit risk

associated with Fannie Mae and Freddie Macsecurities.Prepayment and Extension Risk:The Fund is subject to prepayment andextension risk since it invests in mortgagebackedand other asset-backed securities.When interest rates decline, borrowers tend torefinance their loans. When this occurs, theloans that back these securities suffer a higherrate of prepayment. This could cause adecrease in the Fund’s income and shareprice. Extension risk is the flip side ofprepayment risk. When interest rates rise, theFund’s average maturity may lengthen due to adrop in prepayments. This will generallyincrease both the Fund’s sensitivity to interestrates and its potential for price declines.Liquidity Risk:High yield debt securities tend to be less liquidthan higher quality debt securities, meaningthat it may be difficult to sell high yield debtsecurities at reasonable prices, particularly ifthere is a deterioration in the economy or inthe financial prospects of their issuers. As aresult, the prices of high yield debt securitiesmay be subject to wide price fluctuations dueto liquidity concerns.Derivatives Risk:Investments in U.S. Treasury futures andoptions on U.S. Treasury futures to hedgeagainst changes in interest rates involve risks,such as potential losses if interest rates do notmove as expected and the potential for greaterlosses than if these techniques had not beenused. The use of derivatives for hedgingpurposes may limit any potential gain thatmight result from an increase in the value ofthe hedged position. These investments canalso increase the volatility of the Fund’s shareprice and may expose the Fund to significantadditional costs. Moreover, derivatives may bedifficult or impossible to sell, unwind, or valuedue to lack of a secondary trading market.Market Risk:The prices of, and the income generated by,the debt securities held by the Fund maydecline in response to certain events, such asgeneral economic and market conditions,regional or global economic instability,interest rate fluctuations, and those eventsdirectly involving the issuers. These eventsmay lead to periods of volatility, which may beexacerbated by changes in bond market sizeand structure. In addition, adverse marketevents may lead to increased redemptions,which could cause the Fund to experience aloss when selling securities to meetredemption requests by shareholders. Therisk of loss increases if the redemptionrequests are unusually large or frequent.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.64

OPPORTUNITY FUNDWhat are the Opportunity Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks long-term capital growth.Principal Investment Strategies:The Fund invests primarily in mid- and smallsizecompanies that the Fund’s Adviser believesoffer strong growth opportunities. The Fundmay continue to hold stocks of mid- andsmall-size companies that grow into largecompanies and may also investopportunistically in stocks of largercompanies.The Fund uses a “bottom-up” approach toselecting investments. The Fund usesfundamental research to search for companiesthat have one or more of the following: astrong balance sheet; experiencedmanagement; above-average earnings growthpotential; and stocks that are attractivelypriced. The Fund attempts to stay broadlydiversified, but it may emphasize certainindustry sectors based upon economic andmarket conditions.The Fund may sell a stock if it becomes fullyvalued, its fundamentals have deteriorated oralternative investments become moreattractive. The Fund may also sell a stock if itgrows into a large, well-established company,although it may also continue to hold such astock irrespective of its size.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:Market Risk:Because the Fund primarily invests in commonstocks, it is subject to market risk. Stockprices may decline over short or evenextended periods not only because ofcompany-specific developments, but also dueto an economic downturn, adverse political orregulatory developments, a change in interestrates or a change in investor sentiment. Stockmarkets tend to run in cycles with periodswhen prices generally go up, known as “bull”markets, and periods when stock pricesgenerally go down, referred to as “bear”markets.65

Mid-Size and Small-Size Company Risk:The market risk associated with stocks of midandsmall-size companies is generally greaterthan that associated with stocks of larger,more established companies because stocks ofmid- and small-size companies tend toexperience sharper price fluctuations. Theadditional volatility associated with mid-tosmall-sizecompany stocks is attributable to anumber of factors, including the fact that theearnings of such companies tend to be lesspredictable than those of larger, moreestablished companies. Mid-to-small-sizecompany stocks are also not as broadly tradedas stocks of larger companies. At times, it maybe difficult for the Fund to sell mid-to-smallsizecompany stocks at reasonable prices.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.66

SELECT GROWTH FUNDWhat are the Select Growth Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks long-term growth of capital.Principal Investment Strategies:The Fund invests in a portfolio ofapproximately 40-45 common stocks that theFund’s subadviser, Smith Asset ManagementGroup, L.P. (“Smith”), believes offers the bestpotential for earnings growth with the lowestrisk of negative earnings surprises. The Fundis managed by an investment team.When selecting investments for the Fund,Smith employs quantitative and qualitativeanalysis to identify high quality companies thatit believes have the ability to accelerateearnings growth and exceed investorexpectations. The security selection processconsists of three steps. Beginning with auniverse of stocks that includes large-, midandsmall-size companies, Smith’s investmentteam first conducts a series of risk control andvaluation screens designed to eliminate thosestocks that are highly volatile or are morelikely to underperform the market. Smithconsiders four primary factors whenconducting the risk control and valuationscreens. Those factors are: valuation, financialquality, stock volatility and corporategovernance.Stocks that pass the initial screens are thenevaluated using a proprietary methodology thatattempts to identify stocks with the highestprobability of producing an earnings growthrate that exceeds investor expectations. Inother words, the investment team seeks toidentify stocks that are well positioned tobenefit from a positive earnings surprise. Theprocess incorporates the followingconsiderations: changes in Wall Streetopinions, individual analysts’ historicalaccuracy, earnings quality analysis andcorporate governance practices.The screening steps produce a list ofapproximately 80-100 eligible companies thatare subjected to traditional fundamentalanalysis to further understand each company’sbusiness prospects, earnings potential,strength of management and competitivepositioning. The investment team uses theresults of this analysis to construct a portfolioof approximately 40-45 stocks that arebelieved to have the best growth and riskcharacteristics.Holdings in the portfolio become candidatesfor sale if the investment team identifies whatthey believe to be negative investment orperformance characteristics. Reasons to sell astock may include: a negative earnings forecastor report, valuation concerns, companyofficials’ downward guidance on companyperformance or earnings or announcement ofa buyout. When a stock is eliminated from theportfolio, it is generally replaced with thestock that the investment team considers to bethe next best stock that has been identified bySmith’s screening process.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions.67

Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:Market Risk:Because the Fund primarily invests in commonstocks, it is subject to market risk. Stockprices may decline over short or evenextended periods not only because ofcompany-specific developments, but also dueto an economic downturn, adverse political orregulatory developments, a change in interestrates or a change in investor sentiment. Stockmarkets tend to run in cycles, with periodswhen prices generally go up, known as “bull”markets, and periods when stock pricesgenerally go down, referred to as “bear”markets.Mid-Size and Small-Size Company Risk:The market risk associated with stocks of midandsmall-size companies is generally greaterthan that associated with stocks of larger,more established companies because stocks ofmid- and small-size companies tend toexperience sharper price fluctuations. Theadditional volatility associated with mid-tosmall-sizecompany stocks is attributable to anumber of factors, including the fact that theearnings of such companies tend to be lesspredictable than those of larger, moreestablished companies. Mid-to-small-sizecompany stocks are also not as broadly tradedas stocks of larger companies. At times, it maybe difficult for the Fund to sell mid-to-smallsizecompany stocks at reasonable prices.Growth Stock Risk:The Fund’s focus on growth stocks increasesthe potential volatility of its share price.Growth stocks are stocks of companies whichare expected to increase their revenues orearnings at above average rates. Ifexpectations are not met, the prices of thesestocks may decline significantly.Limited Holdings Risk:Because the Fund generally invests in a limitedportfolio of only 40 to 45 stocks, it may bemore volatile than other funds whoseportfolios may contain a larger number ofsecurities. The performance of any one of theFund’s stocks could significantly impact theFund’s performance.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.68

SPECIAL SITUATIONS FUNDWhat are the Special Situations Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks long-term growth of capital.Principal Investment Strategies:The Fund invests primarily in common stocksof small-size companies that the Fund’s adviserbelieves are undervalued, and generally investsin companies that are experiencing a “specialsituation” that makes them undervaluedrelative to their long-term potential.Developments creating special situations mayinclude mergers, spin-offs, litigationresolution, new products, or managementchanges. Although the Fund normally investsin stocks of smaller size companies, the Fundmay also invest in stocks of mid-size or largecompanies.The Fund uses a “bottom-up” approach toselecting investments. The Fund usesfundamental research to search for companiesthat have one or more of the following: astrong balance sheet; experiencedmanagement; above-average earnings growthpotential; and stocks that are attractivelypriced.The Fund may sell a stock if it becomes fullyvalued, it appreciates in value to the point thatit is no longer a small-size company stock, itsfundamentals have deteriorated or alternativeinvestments become more attractive.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions. The Fund may, attimes, engage in short-term trading, whichcould produce higher transaction costs andmay result in a lower total return for the Fund.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:Market Risk:Because the Fund primarily invests in commonstocks, it is subject to market risk. Stockprices may decline over short or evenextended periods not only because ofcompany-specific developments, but also dueto an economic downturn, adverse political orregulatory developments, a change in interestrates or a change in investor sentiment. Stockmarkets tend to run in cycles with periodswhen prices generally go up, known as “bull”markets, and periods when stock pricesgenerally go down, referred to as “bear”markets.69

Small-Size and Mid-Size Company Risk:The market risk associated with stocks ofsmall- and mid-size companies is generallygreater than that associated with stocks oflarger, more established companies becausestocks of small- and mid-size companies tendto experience sharper price fluctuations. Theadditional volatility associated with small-tomid-sizecompany stocks is attributable to anumber of factors, including the fact that theearnings of such companies tend to be lesspredictable than those of larger, moreestablished companies. Small-to-mid-sizecompany stocks are also not as broadly tradedas stocks of larger companies. At times, it maybe difficult for the Fund to sell small-to-midsizecompany stocks at reasonable prices.Undervalued Security Risk:The Fund seeks to invest in stocks that areundervalued and that will rise in value due toanticipated events or changes in investorperceptions. If these events do not occur, aredelayed or investor perceptions about thesecurities do not improve, the market price ofthese securities may not rise as expected ormay fall. Moreover, value stocks may fall outof favor with investors and decline in price asa class.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.70

TARGET MATURITY 2015 FUNDWhat are the Target Maturity 2015 Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks a predictable compoundedinvestment return for investors who hold theirFund shares until the Fund’s maturity,consistent with the preservation of capital.Principal Investment Strategies:The Fund invests at least 65% of its total assetsin zero coupon securities. The vast majority ofthe Fund’s investments consist of non-callablezero coupon bonds issued by the U.S.Government, its agencies or instrumentalities,that mature on or around the maturity date ofthe Fund (December 31, 2015). Zero couponsecurities are debt obligations that do notentitle holders to any periodic payments ofinterest prior to maturity and therefore areissued and traded at discounts from their facevalues.The Fund may also invest in securities issuedby U.S. Government-sponsored enterprisessuch as Federal National Mortgage Association(“Fannie Mae”) and the Federal Home LoanMortgage Corporation (“Freddie Mac”).Although such U.S. Government-sponsoredenterprises are chartered and sponsored byActs of Congress, their securities are notbacked by the full faith and credit of the U.S.Government.The Fund seeks zero coupon bonds that willmature on or about the Fund’s maturity date.As the Fund’s zero coupon bonds mature, theproceeds will be invested in short term U.S.government securities. The Fund generallyfollows a buy and hold strategy consistent withattempting to provide a predictablecompounded investment return for investorswho hold their Fund shares until the Fund’smaturity. On the Fund’s maturity date, theFund’s assets will be converted to cash anddistributed, and the Fund will be liquidated.Although the Fund generally follows a buy andhold strategy, the Fund may sell an investmentwhen the Fund identifies an opportunity toincrease its yield or it needs cash to meetredemptions.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:71

Interest Rate Risk:The market value of a bond is affected bychanges in interest rates. In general, interestrates rise, the market value of a bond declines,and when interest rates decline, the marketvalue of a bond increases. The Fund may besubject to a greater risk of rising interest ratesduring periods of historically low interestrates. The price volatility of a bond alsodepends on its maturity and duration.Generally, the longer the maturity and durationof a bond, the greater its sensitivity to interestrates.The market prices of zero coupon securitiesare generally more volatile than the marketprices of securities paying interest periodicallyand, accordingly, will fluctuate far more inresponse to changes in interest rates thanthose of non-zero coupon securities havingsimilar maturities and yields. As a result, thenet asset value of shares of the Fund mayfluctuate over a greater range than shares ofother funds that invest in securities that havesimilar maturities and yields but that makecurrent distributions of interest.Credit Risk:This is the risk that an issuer of bonds will beunable to pay interest or principal when due.The prices of bonds are affected by the creditquality of the issuer and, in the case ofmortgage-backed securities, the credit qualityof the underlying mortgages. Credit risk alsoapplies to securities issued by the U.S.Government and by U.S. Governmentsponsoredenterprises (such as Fannie Maeand Freddie Mac securities), which are notsupported by the full faith and credit of theU.S. Government. In the event that the U.S.Government sponsored enterprises were todefault on their obligations, the Fund would beforced to rely on the underlying mortgagesbacking the securities.In September 2008, the U.S. Treasury placedFannie Mae and Freddie Mac underconservatorship and appointed the FederalHousing Finance Agency (“FHFA”) to managetheir daily operations. While the U.S. Treasuryalso entered into arrangements to supportFannie Mae and Freddie Mac, there is noguarantee that these arrangements will ensurethat these entities will be able to honor theirobligations. Moreover, these arrangements donot alter the fact that the securities issued byFannie Mae and Freddie Mac are notguaranteed by the U.S. Treasury and are notbacked by the full faith and credit of the U.S.Government. Congress may continue toconsider legislation that would alter theactivities or operations of Fannie Mae andFreddie Mac. The resulting reform legislation,if enacted, may impact the credit riskassociated with Fannie Mae and Freddie Macsecurities.Market Risk:The prices of, and the income generated by,the securities held by the Fund may decline inresponse to certain events, such as generaleconomic and market conditions, regional orglobal economic instability, interest ratefluctuations, and those events directly involvingthe issuers. Adverse market events may lead toincreased redemptions, which could cause theFund to experience a loss when sellingsecurities to meet redemption requests byshareholders. The risk of loss increases if theredemption requests are unusually large orfrequent.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.72

TOTAL RETURN FUNDWhat are the Total Return Fund’s objective, principalinvestment strategies and principal risks?Objective:The Fund seeks high, long-term totalinvestment return consistent with moderateinvestment risk.Principal Investment Strategies:The Fund allocates its assets among stocks,bonds and money market instruments. Whilethe percentage of assets allocated to each assetclass is flexible rather than fixed, the Fundnormally invests at least 50% of its net assetsin stocks and at least 35% in bonds, cash, andmoney market instruments. The percentagesmay change due to, among other things,market fluctuations or reallocation decisionsby the Fund’s portfolio managers.Once the Fund’s investments in stocks, bonds,and money market instruments have been set,the Fund uses fundamental research andanalysis to determine which particularsecurities to purchase or sell. The Fundselects investments in common stocks basedon their potential for capital growth, currentincome or both. The Fund considers, amongother things, the issuer’s financial strength,management, earnings growth potential andhistory (if any) of paying dividends. The Fundwill normally diversify its stock holdingsamong stocks of large-, mid- and small-sizecompanies.The Fund selects individual investments inbonds by first considering the outlook for theeconomy and interest rates, and thereafter, aparticular security’s characteristics. The Fundwill typically diversify its bond holdings amongdifferent types of bonds and other debtsecurities, including corporate bonds, U.S.Government securities and mortgage-backedsecurities. The Fund may also invest in U.S.Treasury futures and options on U.S. Treasuryfutures to hedge against changes in interestrates.The Fund may sell a security if it becomes fullyvalued, its fundamentals have deteriorated,alternative investments become more attractiveor if it is necessary to rebalance the portfolio.The Fund reserves the right to take temporarydefensive positions that are inconsistent withthe Fund’s principal investment strategies inattempting to respond to adverse market,economic, political or other conditions. If itdoes so, it may not achieve its investmentobjective. The Fund may also choose not totake defensive positions.Information on the Fund’s holdings can befound in the most recent annual report, andinformation concerning the Fund’s policiesand procedures with respect to disclosure ofthe Fund’s portfolio holdings is available in theFund’s Statement of Additional Information(see back cover).The Statement of Additional Information alsodescribes non-principal investment strategiesthat the Fund may use, including investing inother types of securities that are not describedin this prospectus.Principal Risks:You can lose money by investing in the Fund.Any investment carries with it some level ofrisk. Here are the principal risks of investingin the Fund:73

Market Risk:Because the Fund primarily invests in commonstocks, it is subject to market risk. Stockprices may decline over short or evenextended periods not only because ofcompany-specific developments, but also dueto an economic downturn, adverse political orregulatory developments, a change in interestrates or a change in investor sentiment. Stockmarkets tend to run in cycles with periodswhen prices generally go up, known as “bull”markets, and periods when stock pricesgenerally go down, referred to as “bear”markets.Similarly, the prices of, and the incomegenerated by, the bonds held by the Fund maydecline in response to certain events, such asgeneral economic and market conditions,regional or global economic instability,interest rate fluctuations, and those eventsdirectly involving the issuers. These eventsmay lead to periods of volatility, which may beexacerbated by changes in bond market sizeand structure. While stocks and bonds mayreact differently to economic events, there aretimes when stocks and bonds both maydecline in value simultaneously. Adversemarket events may lead to increasedredemptions, which could cause the Fund toexperience a loss when selling securities tomeet redemption requests by shareholders.The risk of loss increases if the redemptionrequests are unusually large or frequent.Mid-Size and Small-Size Company Risk:The market risk associated with stocks of midandsmall-size companies is generally greaterthan that associated with stocks of larger,more established companies because stocks ofmid- and small-size companies tend toexperience sharper price fluctuations. Theadditional volatility associated with mid-tosmall-sizecompany stocks is attributable to anumber of factors, including the fact that theearnings of such companies tend to be lesspredictable than those of larger, moreestablished companies. Mid-to-small-sizecompany stocks are also not as broadly traded74as stocks of larger companies. At times, it maybe difficult for the Fund to sell mid-to-smallsizecompany stocks at reasonable prices.Interest Rate Risk:The market values of bonds and other debtsecurities are affected by changes in interestrates. In general, when interest rates rise, themarket value of a debt security declines, andwhen interest rates decline, the market valueof a debt security increases. The Fund may besubject to a greater risk of rising interest ratesduring periods of historically low interestrates. Generally, the longer the maturity andduration of a debt security, the greater itssensitivity to interest rates.Credit Risk:This is the risk that an issuer of bonds andother debt securities will be unable to payinterest or principal when due. The prices ofbonds and other debt securities are affected bythe credit quality of the issuer and, in the caseof mortgage-backed securities, the creditquality of the underlying mortgages. Changesin the financial condition of an issuer, generaleconomic conditions and specific economicconditions that affect a particular type of issuercan impact the credit quality of an issuer.Such changes may weaken an issuer’s ability tomake payments of principal or interest, orcause an issuer to fail to make timely paymentsof interest or principal. Lower quality debtsecurities generally tend to be more sensitiveto these changes than higher quality debtsecurities. The lowest rating category ofinvestment grade debt securities may havespeculative characteristics. While creditratings may be available to assist in evaluatingan issuer’s credit quality, they may notaccurately predict an issuer’s ability to maketimely payments of principal and interest.Credit risk also applies to securities issued byU.S. Government-sponsored enterprises thatare not backed by the full faith and credit ofthe U.S. Government. These securities aresupported only by the credit of the issuingagency, instrumentality or corporation. For

example, securities issued by the FederalNational Mortgage Association (“Fannie Mae”)and the Federal Home Loan MortgageCorporation (“Freddie Mac”), are not backedby the full faith and credit of the U.S.Government. In the event that the U.S.Government sponsored enterprises were todefault on their obligations, the Fund would beforced to rely on the underlying mortgagesbacking the securities.In September 2008, the U.S. Treasury placedFannie Mae and Freddie Mac underconservatorship and appointed the FederalHousing Finance Agency (“FHFA”) to managetheir daily operations. While the U.S. Treasuryalso entered into arrangements to supportFannie Mae and Freddie Mac, there is noguarantee that these arrangements will ensurethat these entities will be able to honor theirobligations. Moreover, these arrangements donot alter the fact that the securities issued byFannie Mae and Freddie Mac are notguaranteed by the U.S. Treasury and are notbacked by the full faith and credit of the U.S.Government. Congress may continue toconsider legislation that would alter theactivities or operations of Fannie Mae andFreddie Mac. The resulting reform legislation,if enacted, may impact the credit riskassociated with Fannie Mae and Freddie Macsecurities.Prepayment and Extension Risk:The Fund is subject to prepayment andextension risk since it invests in mortgagebackedsecurities. When interest ratesdecline, borrowers tend to refinance theirmortgages. When this occurs, the mortgagesthat back these securities suffer a higher rateof prepayment. This could cause a decrease inthe Fund’s income and share price. Extensionrisk is the flip side of prepayment risk. Wheninterest rates rise, the Fund’s average maturitymay lengthen due to a drop in mortgageprepayments. This will generally increase boththe Fund’s sensitivity to rising interest ratesand its potential for price declines.Allocation Risk:The Fund may allocate assets to investmentclasses that underperform other classes. Forexample, the Fund may be overweighted instocks when the stock market is falling and thebond market is rising.Derivatives Risk:Investments in U.S. Treasury futures andoptions on U.S. Treasury futures to hedgeagainst changes in interest rates involve risks,such as potential losses if interest rates do notmove as expected and the potential for greaterlosses than if these techniques had not beenused. The use of derivatives for hedgingpurposes may limit any potential gain thatmight result from an increase in the value ofthe hedged position. These investments canalso increase the volatility of the Fund’s shareprice and may expose the Fund to significantadditional costs. Moreover, derivatives may bedifficult or impossible to sell, unwind, or valuedue to the lack of a secondary trading market.Security Selection Risk:Securities selected by the portfolio managermay perform differently than the overallmarket or may not meet the portfoliomanager’s expectations. This may be a resultof specific factors relating to the issuer’sfinancial condition or operations or changesin the economy, governmental actions orinactions, or changes in investor perceptionsregarding the issuer.An investment in the Fund is not a bankdeposit and is not insured or guaranteed bythe Federal Deposit Insurance Corporationor any other government agency.75

FUND MANAGEMENT IN GREATER DETAILThe Adviser.First Investors Management Company, Inc.(“FIMCO” or “Adviser”) is the investmentadviser to each Fund. FIMCO has been theinvestment adviser to the First Investors Familyof Funds since 1965. Its address is 40 WallStreet, New York, NY 10005. As of December31, 2013, FIMCO served as investment adviserto 41 mutual funds or series of funds with totalnet assets of approximately $9.7 billion.FIMCO supervises all aspects of each Fund’soperations.For the fiscal year ended December 31, 2013,FIMCO received advisory fees, net of waiver (ifany), as follows: 0.75% of average daily netassets for Equity Income Fund; 0.75% ofaverage daily net assets for Fund For Income;0.60% of average daily net assets forGovernment Fund; 0.75% of average daily netassets for Growth & Income Fund; 0.75% ofaverage daily net assets for International Fund;0.60% of average daily net assets forInvestment Grade Fund; 0.75% of average dailynet assets for Opportunity Fund; 0.75% ofaverage daily net assets for Select GrowthFund; 0.75% of average daily net assets forSpecial Situations Fund; 0.60% of average dailynet assets for Target Maturity 2015 Fund; and0.75% of average daily net assets for TotalReturn Fund. FIMCO did not receive anyadvisory fees from the Cash Management Fund.The gross advisory fees (fees before anyapplicable waivers) are set forth in theSeparate Account prospectus.During the fiscal year ended December 31,2013, the Adviser waived advisory fees for the:Cash Management Fund in the amount of0.75%; Government Fund in the amount of0.15%; Investment Grade Fund in the amountof 0.15%; and Target Maturity 2015 Fund inthe amount of 0.15%. These waivers are notreflected in the Annual Fund OperatingExpenses tables, which are located in “TheFunds Summary Section” of this prospectus.During the fiscal year ended December 31,2013, the Adviser also reimbursed other76expenses for the Cash Management Fund toprevent a negative yield on the Fund’s shares.There is no guarantee that the CashManagement Fund will maintain a positive netyield. The above fee waivers and/or expensereimbursements are voluntary and may bediscontinued by FIMCO at any time withoutnotice.Descriptions of the factors considered by theBoard of Trustees in considering the approvalof the Advisory and Subadvisory Agreementsare available in the Funds’ Semi-Annual Reportfor the period ending June 30, 2013.Descriptions of the factors considered by theBoard of Trustees in considering the approvalof the Advisory Agreement for the Life SeriesOpportunity Fund and Life Series Total ReturnFund are available in the Funds’ Annual Reportfor the fiscal year ending December 31, 2012.Clark D. Wagner has served as Director ofFixed Income since 2001 and serves as Co-Portfolio Manager of the Government Fund,Investment Grade Fund, and Target Maturity2015 Fund. He has served as PortfolioManager or Co-Portfolio Manager of theGovernment Fund since 1995, the InvestmentGrade Fund since 2007, and the TargetMaturity 2015 Fund since 1999. Mr. Wagneralso serves as a Portfolio Manager and Co-Portfolio Manager for other First InvestorsFunds and has been a Portfolio Manager withFIMCO since 1991.Edwin D. Miska has served as Director ofEquities since 2002 and has served asPortfolio Manager of the Growth & IncomeFund since 2006 and Co-Portfolio Manager ofthe Opportunity Fund since its inception in2012. He also serves as a Portfolio Managerand Co-Portfolio Manager for other FirstInvestors Funds, and joined FIMCO in 2002 asa Portfolio Manager.The Total Return Fund is managed by Edwin D.Miska and Clark D. Wagner. They jointlydecide what portion of the Fund’s assetsshould be allocated to stocks, bonds and cash.

Mr. Miska is primarily responsible formanaging the Fund’s investments in stocks andMr. Wagner is primarily responsible formanaging the Fund’s investments in bonds andcash. Mr. Miska has served as PortfolioManager of the Fund since its inception in2012 and Mr. Wagner has served as PortfolioManager of the Fund since its inception in2012.Rajeev Sharma has served as the Co-PortfolioManager of the Investment Grade Fund since2009 and also serves as a Co-PortfolioManager of another First Investors Fund. Mr.Sharma joined FIMCO in 2009 and prior tojoining FIMCO, Mr. Sharma was a Vice-President and Senior Corporate Credit Analystat Lazard Asset Management, LLC (2005-2009).Sean Reidy has served as Portfolio Manager ofthe Equity Income Fund since 2011 and alsoserves as Portfolio Manager of another FirstInvestors Fund. Prior to joining FIMCO in2010, Mr. Reidy was a proprietary trader atFirst New York Securities (2008-2010) andserved as Co-Portfolio Manager and ResearchDirector at Olstein Capital Management (1996-2007).Rodwell Chadehumbe has served as Co-Portfolio Manager of the Government Fundand Target Maturity 2015 Fund sinceDecember 2012 and serves as Co-PortfolioManager of another First Investors Fund.Prior to joining FIMCO in 2012, Mr.Chadehumbe served as Portfolio Manager atClear Arc Capital, Inc. (f/k/a Fifth Third AssetManagement, Inc.) (2008-2012).Steven S. Hill has served as Co-Portfolio of theOpportunity Fund since its inception in 2012and has served as Portfolio Manager of theSpecial Situations Fund since September 2013.Mr. Hill also serves as Portfolio Manager andCo-Portfolio Manager for other First InvestorsFunds and joined FIMCO in 2002 as an equityanalyst.77Douglas R. Waage has worked with Mr. Miskaas the Assistant Portfolio Manager of theGrowth & Income Fund since January 2013and also serves as an Assistant PortfolioManager of another First Investors Fund. Mr.Waage joined FIMCO in 2005 as an equityanalyst.The Subadvisers.Vontobel Asset Management, Inc.(“Vontobel”) serves as the investmentsubadviser of the International Fund. Vontobelhas discretionary trading authority over all ofthe Fund’s assets, subject to continuingoversight and supervision by FIMCO and theFund’s Board of Trustees. Vontobel is locatedat 1540 Broadway, New York, NY 10036.Vontobel is a wholly-owned and controlledsubsidiary of Vontobel Holding AG, a Swissbank holding company, having its registeredoffices in Zurich, Switzerland. Vontobel actsas the subadviser to five series of aLuxembourg investment fund that acceptsinvestments from non-U.S. investors only andthat was organized by an affiliate of Vontobel.Vontobel has provided investment advisoryservices to mutual fund clients since 1990. Asof December 31, 2013, Vontobel managedapproximately $43.9 billion in assets.Rajiv Jain, Managing Director and PortfolioManager – International Equities for Vontobel,has served as Portfolio Manager of theInternational Fund since 2006 and also servesas a Portfolio Manager for another FirstInvestors Fund. Mr. Jain joined Vontobel in1994 as an equity analyst and associatemanager of its international equity portfolios.Smith Asset Management Group, L.P.(“Smith”) serves as the investment subadviserof the Select Growth Fund. Smith hasdiscretionary trading authority over all of theFund’s assets, subject to continuing oversightand supervision by FIMCO and the Fund’sBoard of Trustees. Smith is located at 100Crescent Court, Suite 1150, Dallas, TX 75201.Smith is an investment management firm thatprovides investment services to a diverse list ofclients including public funds, endowments,

foundations, corporate pension and multiemployerplans. As of December 31, 2013,Smith held investment management authoritywith respect to approximately $2.7 billion inassets.The Select Growth Fund is managed by a teamof investment professionals who have an equalrole in managing the Fund, including thefollowing: Stephen S. Smith, CFA, ChiefExecutive Officer and Chief Investment Officerof Smith (1995 to present); John D. Brim,CFA, a Portfolio Manager of Smith (1998 topresent); and Eivind Olsen, CFA, a PortfolioManager of Smith (2008 to present). Eachinvestment professional has served as aPortfolio Manager of the Fund since 2007,except for Mr. Olsen, who has served as aPortfolio Manager of the Fund since 2009.The same team of investment professionalsalso manage another First Investors Fund.Muzinich & Co., Inc. (“Muzinich”) serves asthe investment subadviser of the Fund ForIncome. Muzinich has discretionary tradingauthority over all of the Fund’s assets, subjectto continuing oversight and supervision byFIMCO and the Fund’s Board of Trustees.Muzinich is located at 450 Park Avenue, NewYork, NY 10022. Muzinich is an institutionalasset manager specializing in high yield bondportfolio and other credit-oriented strategies.As of December 31, 2013, Muzinich managedapproximately $26.7 billion in assets.The Fund For Income is managed by a team ofinvestment professionals who have active rolesin managing the Fund, including the following:Clinton Comeaux, Portfolio Manager, whojoined Muzinich in 2006; Dennis V. Dowden,Portfolio Manager, who joined Muzinich in2001; and Bryan Petermann, PortfolioManager, who joined Muzinich in 2010 andprior thereto served as Managing Director,Head of High Yield, at Pinebridge Investments(f/k/a AIG Investments), for the last 5 years ofhis tenure (2000-2010). Each investmentprofessional has been a Portfolio Manager ofthe Fund since 2009, except for Mr.Petermann who has served as PortfolioManager of the Fund since 2010. Each of78these investment professionals also managesone or more other First Investors Fund(s).Other Information.Except for the Cash Management Fund, theStatement of Additional Information providesadditional information about each portfoliomanager’s compensation, other accountsmanaged by the portfolio manager, and theportfolio manager’s ownership of securities ina Fund.The Funds have received an exemptive orderfrom the Securities and Exchange Commission(“SEC”), which permits FIMCO to enter intonew or modified subadvisory agreements withexisting or new subadvisers without approvalof the Funds’ shareholders but subject to theapproval of the Funds’ Board of Trustees andcertain other conditions. FIMCO has ultimateresponsibility, subject to oversight by theFunds’ Board of Trustees, to oversee thesubadvisers and recommend their hiring,termination and replacement. In the event thata subadviser is added or modified, theprospectus will be supplemented.The Adviser is registered as an investmentadviser under the Investment Advisers Act of1940. First Investors Life Series Funds, onbehalf of each of the respective Funds, hasclaimed an exemption from registration withthe Commodity Futures Trading Commission(“CFTC”) as a commodity pool operator underthe Commodity Exchange Act (“CEA”) and theAdviser is exempt from registration as acommodity trading advisor under CFTCRegulation 4.14(a)(8).The following is information about the indicesthat are used by the Funds in the AverageAnnual Total Returns tables which are locatedin “The Funds Summary Section” of thisprospectus:• The Citigroup U.S. Government/MortgageIndex is an unmanaged index that is acombination of the Citigroup U.S. GovernmentIndex and the Citigroup Mortgage Index. TheCitigroup U.S. Government Index tracks the

performance of the U.S. Treasury and U.S.Government-sponsored indices within theCitigroup U.S. Broad Investment Grade BondIndex. The Citigroup Mortgage Index tracksthe performance of the mortgage componentof the Citigroup U.S. Broad Investment GradeBond Index, which is comprised of 30- and -15 year GNMA, FNMA and FHLMC passthroughsand FNMA and FHLMC balloonmortgages.• The BofA Merrill Lynch U.S. CorporateMaster Index includes publicly-issued, fixedrate,nonconvertible investment grade dollardenominated,SEC-registered corporate debthaving at least one year to maturity and anoutstanding par value of at least $250 million.• The BofA Merrill Lynch BB-B US Cash PayHigh Yield Constrained Index contains allsecurities in the BofA Merrill Lynch US CashPay High Yield Index rated BB1 through B3,based on a formula comprised of Moody’sInvestment Service, Inc., Standard & Poor’sRatings Services and Fitch Ratings, but capsissuer exposure at 2%.• The S&P 500 Index is an unmanagedcapitalization-weighted index of 500 stocksdesigned to measure the performance of thebroad domestic economy through changes inthe aggregate market value of such stocks,which represent all major industries.• The Russell 3000 Growth Index is anunmanaged index that measures theperformance of those Russell 3000 Indexcompanies with higher price-to-book ratiosand higher forecasted growth values. (TheRussell 3000 Index is an unmanaged indexthat measures the performance of the 3,000largest U.S. companies based on total marketcapitalization).• The MSCI EAFE Index (Gross) and theMSCI EAFE Index (Net) are free float-adjustedmarket capitalization indices that measuredeveloped foreign market equity performance,excluding the U.S. and Canada. The Indicesconsist of 22 developed market countryindices. The MSCI EAFE Index (Gross) iscalculated on a total-return basis withmaximum possible dividend reinvestment(before taxes). The MSCI EAFE Index (Net) iscalculated on a total-return basis with theminimum possible dividend reinvestment(after taxes). These indices are unmanagedand not available for direct investment.• The Citigroup Treasury/GovernmentSponsored Index is a market capitalizationweightedindex that consists of debt issued bythe U.S. Treasury and U.S. Governmentsponsored agencies.• The S&P Mid-Cap 400 Index is anunmanaged capitalization-weighted index of400 stocks designed to measure theperformance of the mid-range sector of theU.S. stock market.• The BofA Merrill Lynch U.S. Corporate,Government & Mortgage Index tracks theperformance of U.S. dollar-denominatedinvestment grade debt publicly issued in theU.S. domestic market, including U.S. Treasuryquasi-government, corporate and residentialmortgage pass-through securities.• The Russell 2000 Index is an unmanagedindex that measures the performance of thesmall-cap segment of the U.S. equity universe.The Index consists of the smallest 2,000companies in the Russell 3000 Index (whichrepresents approximately 98% of theinvestable U.S. equity market).79

SHAREHOLDER INFORMATIONHow and when do the Fundsprice their shares?The share price (which is called “net assetvalue” or “NAV” per share) for each Fund iscalculated as of the close of regular trading onthe New York Stock Exchange (“NYSE”)(normally 4:00 p.m. Eastern Time) each daythat the NYSE is open (“Business Day”).Shares of each Fund will not be priced on thedays on which the NYSE is closed for trading,such as most national holidays and GoodFriday. In the event that the NYSE closes early,the share price will be determined as of thetime of the closing. To calculate the NAV, eachFund first values its assets, subtracts itsliabilities, and then divides the balance, callednet assets, by the number of sharesoutstanding. Each Fund, except for the CashManagement Fund, generally values itsinvestments based upon their last reportedsale prices, market quotations, or estimates ofvalue provided by a pricing service as of theclose of trading on the NYSE (collectively,“current market values”). Debt obligationswith maturities of 60 days or less are valued atamortized cost.If current market values for investments arenot readily available, are deemed to beunreliable, or do not appear to reflectsignificant events that have occurred prior tothe close of trading on the NYSE, theinvestments may be valued at fair value pricesas determined by the investment adviser of theFunds under procedures that have beenapproved by the Board of Trustees of theFunds. The Funds may fair value a securitydue to, among other things, the fact that: (a) apricing service does not offer a current marketvalue for the security; (b) a current marketvalue furnished by a pricing service is believedto be stale; (c) the security does not open fortrading or stops trading and does not resumetrading before the close of trading on theNYSE, pending some corporate announcementor development; or (d) the security is illiquidor trades infrequently and its market value is80therefore slow to react to information. In suchcases, the Fund’s investment adviser will pricethe security based upon its estimate of thesecurity’s market value using some or all ofthe following factors: the information that isavailable as of the close of trading on theNYSE, including issuer-specific news; generalmarket movements; sector movements; ormovements of similar securities.Foreign securities are generally priced basedupon their market values as of the close offoreign markets in which they principally trade(“closing foreign market prices”). Foreignsecurities may be priced based upon fair valueestimates (rather than closing foreign marketprices) provided by a pricing service whenprice movements in the U.S. subsequent to theclosing of foreign markets have exceeded apre-determined threshold, when foreignmarkets are closed regardless of movementsin the U.S. markets, or when a particularsecurity is not trading at the close of theapplicable foreign market. The pricingservice, its methodology or threshold maychange from time to time. Foreign securitiesmay also be valued at fair value prices asdetermined by the investment adviser in theevent that current market values or fair valueestimates from a pricing service are notavailable.In the event that a security, domestic orforeign, is priced using fair value pricing, aFund’s value for that security is likely to bedifferent than the security’s last reportedmarket sale price or quotation. Moreover, fairvalue pricing is based upon opinions orpredictions on how events or information mayaffect market prices. Thus, differentinvestment advisers may, in good faith andusing reasonable procedures, conclude thatthe same security has a different fair value.Finally, the use of fair value pricing for one ormore securities held by a Fund could cause a

Fund’s net asset value to be materially differentthan if the Fund had employed market valuesin pricing its securities.Because foreign markets may be open fortrading on days that the U.S. markets areclosed, the values of securities held by theFunds that trade in markets outside the UnitedStates may fluctuate on days that Funds are notopen for business and may result in a Fund’sportfolio investment being affected on dayswhen shareholders are unable to purchase orredeem shares.The Cash Management Fund values its assetsusing the amortized cost method which isintended to permit the Fund to maintain astable $1.00 per share. The NAV of the CashManagement Fund could nevertheless declinebelow $1.00 per share. The Cash ManagementFund may also suspend redemptions tofacilitate orderly liquidation of the Fund aspermitted by applicable law.How do I buy and sellshares?You cannot invest directly in the Funds.Investments in each of the Funds may only bemade through a purchase of a variable annuitycontract (“contract”) or variable lifeinsurance policy (“policy"). The Funds offertheir shares, without a sales charge, only forpurchase by insurance companies forallocation to their separate accounts (the“Separate Accounts”). Shares of each Fundare purchased by a Separate Account at eachFund’s NAV next computed after an insurancecompany receives the premium payment. TheFunds continuously offer their shares at aprice equal to the Fund’s NAV per share.Initial and subsequent payments allocated tothe Funds are subject to the limits applicableto an insurance company’s variable annuitycontracts and life insurance policies.Insurance companies redeem shares of theFunds to make benefits and surrenderpayments under the terms of the variableannuity contracts and life insurance policies.Redemptions are processed on each BusinessDay and are effected at each Fund’s NAV nextcomputed after the insurance companyreceives a surrender request in acceptableform and in good order. Payment forredeemed shares will be made promptly, butin no event later than seven days after theFund’s receipt of a redemption request that isin good order. The Funds reserve the right tosuspend or postpone redemptions aspermitted by applicable law.The Fund or Funds that are available to youdepend upon which contract or policy youhave purchased. For additional informationabout how to buy or sell a contract and/orpolicy and the Funds that are available for thecontract or policy you own or are considering,please refer to the prospectus used inconnection with the issuance of the contract orpolicy.Do the Funds paycompensation tointermediaries?FIMCO and/or its affiliates (collectively,“FIMCO”) may make payments for marketingand promotional services by insurancecompanies or their affiliates or other financialintermediaries that offer the Funds as anunderlying investment options for theirvariable annuity contracts or life insurancepolicies. In addition, FIMCO and the Fundsmay make payments to these insurancecompanies and their affiliates and otherfinancial intermediaries for administrative,shareholder and related services. Paymentsthat may be made by FIMCO are often referredto as “revenue sharing payments.” The level ofsuch payments may be based on factors thatinclude, without limitation, differing levels ortypes of services, the expected level of assetsor sales of shares, and other factors. Revenuesharing payments are paid by FIMCO from itsown resources. Because revenue sharingpayments are paid by FIMCO, and not theFunds, the amount of any revenue sharingpayments is determined by FIMCO.81

Payments may be based on current or pastsales of shares of the Funds through thevariable annuity contracts and life insurancepolicies offering the Funds as an investmentoption, current or historical Fund assets, or aflat fee for specific services provided. In somecircumstances, such payments may create anincentive for an insurance company or itsaffiliates to recommend a particular variableannuity contract or life insurance policy forwhich the Funds are an underlying investmentoption, rather than recommend anotherinvestment option offered under a particularcontract or policy. You may contact yourinsurance provider for details about revenuesharing payments it may pay or receive.Can I exchange my sharesfor the shares of otherFunds?An exchange involves the redemption of sharesof a Fund and the purchase of shares ofanother mutual fund that is an investmentoption under your variable annuity contract orlife insurance policy. Please consult theprospectus for your variable annuity contractor life insurance policy for more informationregarding exchange privileges.What are the Funds’ policieson frequent trading in theshares of the Funds?With the exception of the Cash ManagementFund, each Fund is designed for long-terminvestment purposes and it is not intended toprovide a vehicle for frequent trading. TheBoard of Trustees of the Funds has adoptedpolicies and procedures to detect and preventfrequent trading in the shares of each of theFunds, other than the Cash Management Fund.These policies and procedures apply uniformlyto all accounts. However, the ability of theFunds to detect and prevent frequent trading incertain accounts, such as omnibus accounts, islimited.It is the policy of each Fund to decline toaccept any new account that the Fund hasreason to believe will be used for markettiming purposes, based upon the amountinvested, the Fund or Funds involved, and thebackground of the shareholder or brokerdealerinvolved. Alternatively, a Fund mayallow such an account to be opened if it isprovided with written assurances that theaccount will not be used for market timing.It is the policy of the Funds to monitor activityin existing accounts to detect market-timingactivity. The criteria used for monitoring differdepending upon the type of account involved.It is the policy of the Funds to reject, withoutany prior notice, any purchase or exchangetransaction if the Funds believe that thetransaction is part of a market timing strategy.The Funds also reserve the right to rejectexchanges that in the Funds’ view areexcessive, even if the activity does notconstitute market timing.Exchange privileges among underlyinginvestment options are governed by the termsof a variable annuity contract or life insurancepolicy. A variable annuity contract or lifeinsurance policy may not limit the number ofexchanges among the available underlyinginvestment options that a contract or policyowner may make. The terms of thesecontracts and policies, the presence ofinsurance companies as intermediariesbetween the Funds and a contract or policyowner, the utilization of separate accounts byinsurance companies and other factors, suchas state insurance laws, may limit the Funds’ability to detect and deter market timing.If the Funds reject an exchange because it isbelieved to be part of a market timing strategyor otherwise, neither the redemption nor thepurchase side of the exchange will beprocessed. Alternatively, the Funds mayrestrict exchange activity that is believed to bepart of a market timing strategy or refuse toaccept exchange requests via telephone, or anyother electronic means.82

FIMCO expects all insurance companies thatoffer the Funds as an investment option undertheir variable contracts and/or policies tomake reasonable efforts to identify and restrictthe frequent trading activities of variablecontract and/or policy owners indirectlyinvesting in the Funds. FIMCO will seek fullcooperation from an insurance companyoffering the Funds as investment options underits variable contracts or policies to identify anyunderlying contract or policy owner suspectedof market timing.In certain circumstances, the Funds may relyupon the policy of an insurance company todeter frequent or excessive trading if FIMCObelieves that the policy of such insurancecompany is reasonably designed to detect anddeter transactions that are not in the Funds’best interest. An insurance company's policyrelating to frequent or excessive trading maybe more or less restrictive than the Funds'policies, may permit certain transactions notpermitted by the Funds' policies, or prohibittransactions not subject to the Funds' policies.FIMCO may accept undertakings from aninsurance company to enforce frequent orexcessive trading policies on behalf of theFunds provided they offer a substantiallysimilar level of protection for the Fundsagainst such transactions.There is no assurance that the Funds’ or aninsurance company’s policies and procedureswill be effective in limiting frequent andexcessive trading in all cases. For example,FIMCO may not be able to effectively monitor,detect or limit frequent or excessive trading byunderlying contract or policy owners thatoccurs through insurance company separateaccounts. If FIMCO has reason to suspect thatfrequent or excessive trading is occurring atthe Separate Account level, FIMCO will contactthe insurance company to request underlyingcontract holder activity. If frequent orexcessive trading is identified, FIMCO will takeappropriate action.In the case of all the Funds, to the extent thatthe policies of the Funds are not successful indetecting and preventing frequent trading in83the shares of the Funds, frequent trading may:(a) interfere with the efficient management ofthe Funds by, among other things, causing theFunds to hold extra cash or to sell securities tomeet redemptions; (b) increase portfolioturnover, brokerage expenses, andadministrative costs; and (c) harm theperformance of the Funds, particularly forlong-term shareholders who do not engage infrequent trading.In the case of the Funds that invest in highyield bonds, the risk of frequent tradingincludes the risk that investors may attempt totake advantage of the fact that high yield bondsgenerally trade infrequently and therefore theirprices are slow to react to information. To theextent that these policies are not successful inpreventing a shareholder from engaging inmarket timing, it may cause dilution in thevalue of the shares held by other shareholders.In the case of the Funds that invest in stocks ofsmall-size and/or mid-size companies, the riskof frequent trading includes the risk thatinvestors may attempt to take advantage of thefact that stocks of small-size and/or mid-sizecompanies may trade infrequently and thustheir prices may be slow to react toinformation. To the extent that these policiesare not successful in preventing a shareholderfrom engaging in market timing, it may causedilution in the value of the shares held byother shareholders.In the case of the Funds that invest in foreignsecurities, the risks of frequent trading includethe risk of time zone arbitrage. Time zonearbitrage occurs when shareholders attempt totake advantage of the fact that the valuation offoreign securities held by a Fund may notreflect information or events that haveoccurred after the close of the foreign marketson which such securities principally trade butbefore the close of the NYSE. To the extentthat these policies are not successful inpreventing a shareholder from engaging intime zone arbitrage, it may cause dilution inthe value of the shares held by othershareholders.

The Funds’ policies on frequent trading areseparate from any insurance company’spolicies and procedures applicable to variableannuity contract or life insurance policy ownertransactions. The variable annuity contract orlife insurance policy prospectus may contain adescription of the insurance company’spolicies and procedures with respect toexcessive or frequent trading. You may wishto contact the insurance company todetermine the policies applicable to youraccount.What about taxes?You will not be subject to federal income taxas the result of purchases or sales of Fundshares by a Separate Account, or Funddividends, or other distributions. However,there may be tax consequences associated withinvesting in the variable annuity contracts andvariable life insurance policies for which theFunds are investment options. Please see theapplicable prospectus provided in connectionwith the issuance of the contract or policy.What about dividends andother distributions?The Separate Accounts, which own the sharesof the Funds, will receive all dividends andother distributions by them. As described inthe applicable Separate Account prospectus,all dividends and other distributions arereinvested by the appropriate SeparateAccount in additional shares of the distributingFund.Except for the Cash Management Fund, to theextent that a Fund has net investment income,it will declare and pay, on an annual basis,dividends from net investment income. To theextent that the Cash Management Fund has netinvestment income, it will declare daily andpay monthly dividends from net investmentincome. Each Fund will declare and distributeany net realized capital gains on an annualbasis, usually after the end of its taxable year.The Cash Management Fund does not expect torealize any long-term capital gains.All distributions by a Fund will be reinvested inshares of the Fund unless we are informed byan insurance company that they should bepaid out in cash.84

FINANCIAL HIGHLIGHTSThe financial highlights tables are intended tohelp you understand the financial performanceof each Fund for the years indicated. Thefollowing tables set forth the per share data foreach fiscal year ended December 31, except asotherwise indicated. Certain informationreflects financial results for a single Fundshare. The total returns in the tables representthe rates that an investor would have earned(or lost) on an investment in each Fund(assuming reinvestment of all dividends andother distributions). The information hasbeen audited by Tait, Weller & Baker LLP, anindependent registered public accountingfirm, whose report, along with the Funds’financial statements, is included in the Funds’Statement of Additional Information, which isavailable for free upon request and on ourwebsite at www.firstinvestors.com.85

FIRST INVESTORS LIFE SERIES FUNDSPer Share DataNet AssetValue atBeginningof YearIncome fromInvestment OperationsNetInvestmentIncomeNet RealizedandUnrealizedGain (Loss)onInvestmentsTotal fromInvestmentOperationsLess DistributionsfromNetInvestmentIncomeNetRealizedGainsTotalDistributionsCash Management2009 $1.00 $.002 __ $.002 $.002 __ $.0022010 1.00 __ __ __ __ __ __2011 1.00 __ __ __ __ __ __2012 1.00 __ __ __ __ __ __2013 1.00 __ __ __ __ __ __Equity Income*2009 $11.57 $.29 $1.96 $2.25 $.36 __ $.362010 13.46 .31 1.58 1.89 .29 __ .292011 15.06 .30 (.06) .24 .31 __ .312012 14.99 .38 1.29 1.67 .30 __ .302013 16.36 .36 4.55 4.91 .38 __ .38* Prior to September 4, 2012, the Fund was known as the Value Fund.† The effect of fees and charges incurred at the separate account level are not reflected in theseperformance figures. If they were included, the performance figures would be less than shown.†† Net of expenses waived or assumed by the Adviser.a The ratios do not include a reduction of expenses from cash balances that may be maintained with theBank of New York Mellon or from brokerage service arrangements.b FIMCO voluntarily waived advisory fees to limit the Fund's overall expense ratio to .70% for the periodJanuary 1, 2009 to January 31, 2009 and .60% for the period February 1, 2009 to December 31, 2013.Also, during the period January 1, 2009 to December 31, 2013, FIMCO waived additional advisory fees andassumed other expenses to prevent a negative yield on the Fund’s shares.86

TotalReturnRatios/Supplemental DataNetAssetValue atEnd ofYearTotalReturn†(%)NetAssets atEnd ofYear(inMillions)Ratio to AverageNet Assets††Expenses NetBefore InvestmentFee IncomeCredits a (%)(%)Ratio to AverageNet AssetsBefore ExpensesWaived or AssumedExpenses Net(%) InvestmentLoss (%)PortfolioTurnoverRate (%)Cash Management$1.00 .17 $11 .56 b .18 .98 (.24) N/A1.00 .00 12 .23 b .00 1.04 (.81) N/A1.00 .00 12 .13 b .00 .99 (.86) N/A1.00 .00 12 .12 b .00 .99 (.87) N/A1.00 .00 11 .10 b .00 .99 (.89) N/AEquity Income$13.46 21.03 $66 .88 2.45 N/A N/A 1115.06 14.32 71 .86 2.25 N/A N/A 2114.99 1.53 69 .87 1.94 N/A N/A 3216.36 11.20 74 .87 2.37 N/A N/A 3920.89 30.53 99 .82 1.97 N/A N/A 3187

FIRST INVESTORS LIFE SERIES FUNDSPer Share DataNet AssetValue atBeginningof YearIncome fromInvestment OperationsNetInvestmentIncomeNet RealizedandUnrealizedGain (Loss) onInvestmentsTotal fromInvestmentOperationsLess DistributionsfromNetInvestmentIncomeNetRealizedGainsTotalDistributionsFund For Income*2009 $5.19 $.51 $1.12 $1.63 $.58 __ $.582010 6.24 .48 .31 .79 .49 __ .492011 6.54 .43 (.07) .36 .48 __ .482012 6.42 .41 .42 .83 .44 __ .442013 6.81 .36 .09 .45 .42 __ .42Government2009 $10.30 $.42 $__ $.42 $.43 __ $.432010 10.29 .32 .16 .48 .42 __ .422011 10.35 .28 .26 .54 .36 __ .362012 10.53 .20 __ .20 .31 __ .312013 10.42 .18 (.43) (.25) .27 __ .27* Prior to December 17, 2012, the Fund was known as the High Yield Fund.† The effect of fees and charges incurred at the separate account level are not reflected in these performancefigures. If they were included, the performance figures would be less than shown.†† Net of expenses waived or assumed by the Adviser.a The ratios do not include a reduction of expenses from cash balances that may be maintained with the Bankof New York Mellon or from brokerage service arrangements.88

TotalReturnRatios/Supplemental DataNetAssetValue atEnd ofYearTotalReturn†(%)NetAssets atEnd ofYear(inMillions)Ratio to AverageNet Assets††Expenses NetBefore InvestmentFee IncomeCredits a (%)(%)Ratio to AverageNet AssetsBefore ExpensesWaived or AssumedExpenses Net(%) InvestmentIncome (%)PortfolioTurnoverRate (%)Fund For Income$6.24 35.15 $66 .90 8.66 N/A N/A 1026.54 13.71 71 .87 7.43 N/A N/A 716.42 5.66 74 .88 6.68 N/A N/A 636.81 13.51 84 .88 6.11 N/A N/A 616.84 6.88 95 .88 5.37 N/A N/A 56Government$10.29 4.28 $26 .80 3.87 .95 3.72 5110.35 4.82 28 .78 3.11 .93 2.96 5410.53 5.41 29 .81 2.70 .96 2.55 3310.42 1.95 32 .75 2.10 .90 1.95 469.90 (2.47) 30 .76 1.76 .91 1.61 11889

FIRST INVESTORS LIFE SERIES FUNDSPer Share DataNet AssetValue atBeginningof YearIncome fromInvestment OperationsNetInvestmentIncomeNet RealizedandUnrealizedGain (Loss) onInvestmentsTotal fromInvestmentOperationsLess DistributionsfromNetInvestmentIncomeNetRealizedGainsTotalDistributionsGrowth & Income2009 $19.76 $.27 $5.06 $5.33 $.40 __ $.402010 24.69 .50 3.45 3.95 .27 __ .272011 28.37 .44 .25 .69 .50 __ .502012 28.56 .61 4.35 4.96 .44 __ .442013 33.08 .53 11.89 12.42 .61 __ .61International2009 $12.63 $.65 $2.03 $2.68 $.59 __ $.592010 14.72 .34 1.64 1.98 __ __ __2011 16.70 .39 (.29) .10 .36 __ .362012 16.44 .28 3.12 3.40 .27 __ .272013 19.57 .24 1.08 1.32 .27 __ .27† The effect of fees and charges incurred at the separate account level are not reflected in theseperformance figures. If they were included, the performance figures would be less than shown.a The ratios do not include a reduction of expenses from cash balances that may be maintained with theBank of New York Mellon or from brokerage service arrangements.90

TotalReturnRatios/Supplemental DataNetAssetValue atEnd ofYearTotalReturn†(%)NetAssets atEnd ofYear(inMillions)Ratio to AverageNet AssetsExpenses NetBefore InvestmentFee IncomeCredits a (%)(%)Ratio to AverageNet AssetsBefore ExpensesWaived or AssumedExpenses Net(%) InvestmentIncome (%)PortfolioTurnoverRate (%)Growth & Income$24.69 28.05 $187 .84 1.27 N/A N/A 2528.37 16.19 207 .82 1.91 N/A N/A 2728.56 2.37 321 .81 1.51 N/A N/A 2633.08 17.45 357 .80 1.87 N/A N/A 2144.89 38.06 474 .79 1.34 N/A N/A 23International$14.72 23.24 $101 1.01 2.30 N/A N/A 5316.70 13.45 109 .99 2.15 N/A N/A 3516.44 .64 106 .96 2.26 N/A N/A 3219.57 20.85 122 .94 1.53 N/A N/A 4120.62 6.77 128 .92 1.21 N/A N/A 3591

FIRST INVESTORS LIFE SERIES FUNDSPer Share DataNet AssetValue atBeginningof YearIncome fromInvestment OperationsNetInvestmentIncome(Loss)Net RealizedandUnrealizedGain (Loss) onInvestmentsTotal fromInvestmentOperationsLess DistributionsfromNetInvestmentIncomeNetRealizedGainsTotalDistributionsInvestment Grade2009 $9.16 $.69 $1.10 $1.79 $.60 __ $.602010 10.35 .51 .41 .92 .53 __ .532011 10.74 .47 .17 .64 .52 __ .522012 10.86 .43 .76 1.19 .48 __ .482013 11.57 .42 (.51) (.09) .45 __ .45Opportunity*2012 $10.00 $(.05) $.11 $.06 __ __ __2013 10.06 (.04) 4.06 4.02 __ __ __* The Opportunity Fund commenced operations on December 17, 2012.† The effect of fees and charges incurred at the separate account level are not reflected in these performancefigures. If they were included, the performance figures would be less than shown.†† Net of expenses waived or assumed by the Adviser.a The ratios do not include a reduction of expenses from cash balances that may be maintained with theBank of New York Mellon or from brokerage service arrangements.b Not annualized.c Annualized.92

TotalReturnRatios/Supplemental DataNetAssetValue atEnd ofYearTotalReturn†(%)NetAssets atEnd ofYear(inMillions)Ratio to AverageNet Assets††Expenses NetBefore InvestmentFee IncomeCredits a (Loss) (%)(%)Ratio to AverageNet AssetsBefore ExpensesWaived or AssumedExpenses Net(%) InvestmentIncome (%)PortfolioTurnoverRate (%)Investment Grade$10.35 20.94 $39 .76 5.38 .91 5.23 7910.74 9.26 43 .73 4.62 .88 4.47 5510.86 6.23 47 .71 4.17 .86 4.02 2911.57 11.23 57 .70 3.73 .85 3.58 2811.03 (.80) 59 .70 3.49 .85 3.34 39Opportunity$10.06 .60 b $1 16.84 c (13.27) c N/A N/A 0 b14.08 39.96 14 2.28 (.79) N/A N/A 3293

FIRST INVESTORS LIFE SERIES FUNDSPer Share DataNet AssetValue atBeginningof YearIncome fromInvestment OperationsNetInvestmentIncomeNet RealizedandUnrealizedGain onInvestmentsTotal fromInvestmentOperationsLess DistributionsfromNetInvestmentIncomeNetRealizedGainsTotalDistributionsSelect Growth2009 $6.06 $.01 $.59 $.60 $__ __ $__2010 6.66 .01 1.39 1.40 .01 __ .012011 8.05 .01 .41 .42 .01 __ .012012 8.46 .05 1.08 1.13 .01 __ .012013 9.58 .04 3.12 3.16 .05 __ .05Special Situations*2009 $19.44 $.22 $5.63 $5.85 $.27 $__ $.272010 25.02 .16 6.43 6.59 .22 __ .222011 31.39 .20 .51 .71 .16 __ .162012 31.94 .34 2.88 3.22 .20 3.39 3.592013 31.57 .19 9.11 9.30 .34 1.56 1.90* Prior to December 17, 2012, the Fund was known as the Discovery Fund.† The effect of fees and charges incurred at the separate account level are not reflected in these performancefigures. If they were included, the performance figures would be less than shown.a The ratios do not include a reduction of expenses from cash balances that may be maintained with theBank of New York Mellon or from brokerage service arrangements.94

TotalReturnRatios/Supplemental DataNetAssetValue atEnd ofYearTotalReturn†(%)NetAssets atEnd ofYear(inMillions)Ratio to AverageNet AssetsExpenses NetBefore InvestmentFee IncomeCredits a (%)(%)Ratio to AverageNet AssetsBefore ExpensesWaived or AssumedExpenses Net(%) InvestmentIncome (%)PortfolioTurnoverRate (%)Select Growth$6.66 9.90 $10 1.00 .22 N/A N/A 1028.05 21.10 14 .98 .20 N/A N/A 878.46 5.25 18 .90 .07 N/A N/A 619.58 13.30 24 .87 .61 N/A N/A 5212.69 33.15 35 .85 .43 N/A N/A 64Special Situations$25.02 30.77 $127 .84 1.03 N/A N/A 6631.39 26.57 152 .83 .59 N/A N/A 6431.94 2.24 150 .81 .61 N/A N/A 5931.57 10.01 160 .81 1.07 N/A N/A 6138.97 30.88 201 .82 .53 N/A N/A 10895

FIRST INVESTORS LIFE SERIES FUNDSPer Share DataNet AssetValue atBeginningof YearIncome fromInvestment OperationsNetInvestmentIncome(Loss)Net RealizedandUnrealizedGain (Loss) onInvestmentsTotal fromInvestmentOperationsLess DistributionsfromNetInvestmentIncomeNetRealizedGainsTotalDistributionsTarget Maturity 20152009 $16.48 $.62 $(1.00) $(.38) $.63 $.02 $.652010 15.45 .63 .66 1.29 .64 .08 .722011 16.02 .65 .44 1.09 .62 .22 .842012 16.27 .66 (.53) .13 .66 .16 .822013 15.58 .70 (.72) (.02) .68 .22 .90Total Return*2012 $10.00 $(.05) $(.02) $(.07) $__ $__ $__2013 9.93 __ 1.69 1.69 __ __ __* The Total Return Fund commenced operations on December 17, 2012.† The effect of fees and charges incurred at the separate account level are not reflected in these performancefigures. If they were included, the performance figures would be less than shown.†† Net of expenses waived or assumed by the Adviser.a The ratios do not include a reduction of expenses from cash balances that may be maintained with theBank of New York Mellon or from brokerage service arrangements.b Not annualized.c Annualized.96

TotalReturnRatios/Supplemental DataNetAssetValue atEnd ofYearTotalReturn†(%)NetAssets atEnd ofYear(inMillions)Ratio to AverageNet Assets††Expenses NetBefore InvestmentFee IncomeCredits a (Loss) (%)(%)Ratio to AverageNet AssetsBefore ExpensesWaived or AssumedExpenses Net(%) InvestmentIncome (%)PortfolioTurnoverRate (%)Target Maturity 2015$15.45 (2.22) $27 .71 3.91 .86 3.76 016.02 8.58 28 .71 3.87 .86 3.72 416.27 7.14 26 .72 3.87 .87 3.72 015.58 .84 24 .73 4.00 .88 3.85 014.66 (.20) 21 .75 4.28 .90 4.13 0Total Return$9.93 (.70) b $1 16.99 c (14.84) c N/A N/A 64 b11.62 17.02 13 1.93 .16 N/A N/A 1497

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LIFE SERIES FUNDSCash ManagementEquity IncomeFund For IncomeGovernmentGrowth & IncomeInternationalInvestment GradeOpportunitySelect GrowthSpecial SituationsTarget Maturity 2015Total ReturnFor more information about the Funds, thefollowing documents are available for freeupon request:Annual/Semi-Annual Reports (Reports):Additional information about each Fund’sinvestments is available in the Fund’s annualand semi-annual reports to shareholders.These Reports include the portfolioholdings of each Fund, as well as, adiscussion of the market conditions andinvestment strategies that significantlyaffected the Fund’s performance during theperiod.Statement of Additional Information(SAI):The SAI provides more detailed informationabout the Funds and is incorporated byreference into this prospectus.To obtain free copies of the Reports and theSAI or to obtain other information, you mayvisit our website at: www.firstinvestors.comor contact the Funds at:Administrative Data Management Corp.Raritan Plaza IEdison, NJ 08837-3620Telephone: 1 (800) 423-4026You can review and copy Fund documents(including the Reports and the SAI) at thePublic Reference Room of the SEC inWashington, D.C. You can also obtaincopies of Fund documents after paying aduplicating fee (i) by writing to the PublicReference Section of the SEC, Washington,D.C. 20549-1520 or (ii) by electronicrequest at publicinfo@sec.gov. To find outmore, call the SEC at 1 (202) 551-8090.Text-only versions of Fund documents canbe viewed online or downloaded from theEDGAR database on the SEC’s Internetwebsite at http://www.sec.gov.(Investment Company Act File No. 811-04325)

First Investors Life Insurance Company40 Wall StreetNew York, New York 10005212-858-8200LIFE333