FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS LIFE SERIES FUNDS
SUBADVISORY AGREEMENT
Agreement made as of the ___ day of April, 2009, by and among FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the
"Adviser"), MUZINICH & CO., INC., a Delaware corporation (the
"Subadviser"), and FIRST INVESTORS INCOME FUNDS and FIRST INVESTORS LIFE
SERIES FUNDS (each a "Trust" and collectively, the "Trusts"), each a
Delaware statutory trust.
W I T N E S S E T H:
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated January 27th, 2006 (the "Advisory Agreement") with each Trust,
pursuant to which the Adviser acts as investment adviser of each Series
of the Trust (the "Series"); and
WHEREAS, the Adviser and each Trust desire to retain the Subadviser to
provide investment advisory services to the First Investors Fund For
Income, a series of First Investors Income Funds and the High Yield
Fund, a series of First Investors Life Series Funds, and the Subadviser
is willing to render such investment advisory services (hereinafter,
"Series" shall refer to the Series of each Trust which is subject to
this Agreement).
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. Subadviser's Duties.
(a) Portfolio Management. Subject to supervision by the Adviser and
the Trusts' Board of Trustees (the "Board"), the Subadviser shall manage
the investment operations and such portion of the assets of the Series
that is allocated to it by the Adviser, in accordance with the Series'
investment objectives, policies and restrictions, and subject to the
following understandings:
(i) Investment Decisions. The Subadviser shall determine from time
to time what investments and securities will be purchased, retained, sold
or loaned by the Series, and what portion of such assets will be invested
or held uninvested as cash.
(ii) Investment Limits. In the performance of its duties and obligations
under this Agreement, the Subadviser shall act in conformity with
applicable limits and requirements, as amended from time to time, as set
forth in (A) each Trust's Trust Instrument, as amended and restated from
time to time, By-Laws, and the Prospectus and Statement of Additional
Information applicable to the Series, (B) instructions and directions of
the Adviser and of the Board, (C) the Trusts' compliance procedures and
other policies, procedures or guidelines as the Board or the Adviser may
establish from time to time, and (D) requirements of the Investment
Company Act of 1940, as amended (the "1940 Act") and Investment Advisers
Act of 1940, as amended, and the rules under each, the Internal Revenue
Code of 1986, as amended, as applicable to the Series, and all other
applicable federal and state laws and regulations.
(iii) Portfolio Transactions.
(A) With respect to the securities and other investments to
be purchased or sold for the Series, the Subadviser shall place orders
with or through such persons, brokers, dealers or futures commission
merchants selected by the Subadviser, provided, however, that such orders
shall (1) be consistent with the brokerage policy set forth in the
Prospectus and Statement of Additional Information applicable to the
Series, or approved by the Board, (2) conform with federal securities
laws, and (3) be consistent with securing the most favorable price
and efficient execution. Within the framework of this policy, the
Subadviser may consider the research, investment information and other
services provided by, and the financial responsibility of, brokers,
dealers or futures commission merchants who may effect, or be a party
to, any such transaction or other transactions to which the Subadviser's
other clients may be a party.
(B) Subject to the foregoing requirements, the Adviser shall
have the right to request that transactions giving rise to brokerage
commissions, in an amount to be agreed upon by the Adviser and the
Subadviser, shall be executed by brokers and dealers that provide
brokerage or research services to the Adviser, or as to which an
on-going relationship will be of value to the Series in the management
of their assets, which services and relationship may, but need not, be
of direct benefit to the Series.
(C) On occasions when the Subadviser deems the purchase or
sale of a security or futures contract to be in the best interest of the
Series as well as other clients of the Subadviser, the Subadviser, to the
extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities or futures contracts to
be sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation
of the securities or futures contracts so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the Subadviser
in the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Trusts and to such other
clients.
(iv) Records, Reports and Personnel. The Subadviser shall maintain such
books and records required by Rule 31a-1 under the 1940 Act as shall be
agreed upon from time to time by the parties hereto, and, at its expense,
shall render to the Board such periodic and special reports as the Board
may reasonably request. The Subadviser, at its expense, will make
available to the Board and the Adviser, at reasonable times, its
portfolio managers and other appropriate personnel to review the
investment policies of the Series and to consult with the Board and the
Adviser regarding the investment affairs of the Series, including
economic, statistical and investment matters relevant to the Subadviser's
duties hereunder.
(v) Transaction Reports. The Subadviser shall provide the custodian
of the Series on each business day with information relating to all
transactions concerning the Series' assets and shall provide the Adviser
with such information upon the Adviser's request.
(vi) Trust Policies. The Subadviser will comply with all policies and
procedures of the Trusts, including the portfolio holdings information
policy.
(vii) Valuation. In accordance with procedures and methods established
by the Board, which may be amended from time to time, the Subadviser will
provide assistance to the Adviser in determining the fair value of all
securities and other investments owned by the Series, and use reasonable
efforts to arrange for the provision of valuation information or prices
from parties independent of the Subadviser with respect to the securities
or other investments owned by the Series for which market prices are not
readily available. The Subadviser will monitor the securities and other
investments owned by the Series for potential significant events that
could affect their values and notify the Adviser when, in its opinion, a
significant event has occurred that may not be reflected in the market
values of such securities.
(ix) Compliance Matters. The Subadviser, at its expense, will provide
the Adviser with such compliance reports and certifications relating to
its duties under this Agreement and the federal securities laws as may be
agreed upon by such parties from time to time. The Subadviser also shall:
(i) cooperate with and provide reasonable assistance to the Adviser, the
Trusts' administrator, custodian, transfer agent and pricing agents and
all other agents and representatives of the Series, the Trust and the
Adviser; (ii) keep all such persons fully informed as to such matters
as they may reasonably deem necessary to the performance of their
obligations to the Series, the Trust and the Adviser; (iii) provide
prompt responses to reasonable requests made by such persons; and (iv)
maintain any appropriate interfaces with each so as to promote the
efficient exchange of information.
(ix) Proxy Voting. The Subadviser will vote all proxies solicited by
or with respect to the issuers of securities in which assets of the Series
may be invested from time to time in accordance with the Subadviser's
proxy voting policies and procedures, as approved by the Board.
(b) Subadviser's Directors, Officers and Employees. Services
to be furnished by the Subadviser under this Agreement may be furnished
through any of its directors, officers or employees. The Subadviser will
notify the Adviser and the Trusts of any change of control of the
Subadviser and any changes in the key personnel who are either the
portfolio manager(s) of the Funds or senior management of the Subadviser,
in each case prior to or immediately after such change.
(c) Maintenance of Records. The Subadviser shall timely
furnish to the Adviser all information relating to the Subadviser's
services hereunder which are needed by the Adviser to maintain the books
and records of the Series required by Rule 31a-1 under the 1940 Act. The
Subadviser agrees that all records that it maintains for the Series are
the property of the Trusts and the Subadviser will surrender promptly to
the Trusts any of such records upon the Trusts' request; provided,
however, that the Subadviser may retain a copy of such records. The
Subadviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
(d) Fidelity Bond, Errors & Omissions Policy, and Compliance
Program. The Subadviser will provide the Trusts with reasonable evidence
that, with respect to its activities on behalf of the Series, the
Subadviser is (i) maintaining adequate fidelity bond and errors &
omissions insurance, (ii) has adopted a compliance program that meets
the requirements of the federal securities laws, including all required
codes of ethics, and (iii) has designated a Chief Compliance Officer in
accordance with the requirements of the federal securities laws. The
Subadviser shall also make such compliance reports and certifications as
are required by the Trusts' compliance program.
2. Adviser's Duties. The Adviser shall continue to have
responsibility for all other services to be provided to the Trusts and
the Series pursuant to the Advisory Agreement and shall oversee and
review the Subadviser's performance of its duties under this Agreement.
3. Documents Provided to the Subadviser. The Adviser has or will
deliver to the Subadviser current copies and supplements thereto of each
of the following documents, and will deliver to it all future amendments
and supplements, if any:
(a) the Trust Instrument of each Trust, as filed with the
Delaware Secretary of State;
(b) the By-Laws of the Trusts;
(c) certified resolutions of the Board authorizing the appointment
of the Adviser and the Subadviser and approving the form of this
Agreement;
(d) each Trust's Registration Statement on Form N-1A under the
1940 Act and the Securities Act of 1933, as amended ("1933 Act"),
pertaining to the Series, as filed with the Securities and Exchange
Commission; and
(e) the Prospectus and Statement of Additional Information
pertaining to the Series.
4. Compensation of the Subadviser. For the services provided and
the expenses assumed pursuant to this Agreement, the Adviser will pay to
the Subadviser, effective from the date of this Agreement, a fee which is
computed daily and paid monthly from the Series' assets at the annual
rates set forth in the attached Schedule A. If this Agreement becomes
effective or terminates before the end of any month, the fee for the
period from the effective date to the end of the month or from the
beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion that such month bears to
the full month in which such effectiveness or termination occurs.
The Subadviser agrees: (1) that the blended fee rate in basis
points charged to each Series will not exceed the blended fee rate in
basis points charged to an account with a substantially similar style
having the same or lower average daily net assets over a one-month period;
and (2) that the actual dollar fee paid by any other client with a
substantially similar style having the same or higher average daily net
assets over a one-month period for whom the Subadviser provides
investment advisory services will not be less than the actual dollar
fee paid by each Series. In the event that the fee charged to a Series
exceeds the fee charged to an account described in (1) or (2) above, the
fee charged to that Series shall automatically be reduced to match the
fee charged to such other account from the time such fee is charged to
such other account.
5. Liability of the Subadviser. The Subadviser agrees to perform
faithfully the services required to be rendered to the Trusts and the
Series under this Agreement, but nothing herein contained shall make the
Subadviser or any of its officers, partners or employees liable for any
loss sustained by the Trusts or its officers, Trustees or shareholders or
any other person on account of the services which the Subadviser may
render or fail to render under this Agreement; provided however, that
nothing herein shall protect the Subadviser against liability to the
Trusts, or to any of the Series' shareholders, to which the Subadviser
would otherwise be subject, by reason of its willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason
of its reckless disregard of its obligations and duties under this
Agreement. Nothing in this Agreement shall protect the Subadviser from
any liabilities that it may have under the 1933 Act or the 1940 Act.
6. Duration and Termination. Unless sooner terminated as provided
herein, this Agreement shall continue in effect for a period of more
than two years from the date written above only so long as such
continuance is specifically approved at least annually in conformity
with the requirements of the 1940 Act; provided, however, that this
Agreement may be terminated at any time, without the payment of any
penalty, by the Board or by vote of a majority of the outstanding voting
securities (as defined in the 0000 Xxx) of the Series, or by the
Subadviser at any time, without the payment of any penalty, on not more
than 60 days' nor less than 30 days' written notice to the other parties.
This Agreement shall terminate automatically in the event of its
assignment (as defined in the 0000 Xxx) or upon the termination of the
Advisory Agreement.
7. Subadviser's Services are Not Exclusive. Nothing in this
Agreement shall limit or restrict the right of any of the Subadviser's
partners, officers or employees to engage in any other business or to
devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or a dissimilar nature, or
limit or restrict the Subadviser's right to engage in any other business
or to render services of any kind to any other corporation, firm,
individual or association. The Subadviser agrees not to manage the
assets of any non-affiliated third party U.S. domiciled investment
company that has investment objectives and policies substantially
similar to the investment objectives and policies employed by the Series
without first providing written notice of such activity to the Adviser.
8. References to the Subadviser. During the term of this Agreement,
the Adviser agrees to furnish to the Subadviser at its principal office
all prospectuses, proxy statements, reports to shareholders, sales
literature or other material prepared for distribution to sales personnel,
shareholders of the Series or the public, which refer to the Subadviser
or its clients in any way.
9. Amendments. This Agreement may be amended by mutual consent,
subject to approval by the Board and the Series' shareholders to the
extent required by the 1940 Act.
10. Governing Law. This Agreement shall be governed by the laws of
the State of New York.
11. Entire Agreement. This Agreement embodies the entire agreement
and understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
12. Severability. Should any part of this Agreement be held invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors.
13. The 1940 Act. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is altered by a rule,
regulation or order of the Securities and Exchange Commission, whether of
special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
14. Headings. The headings in this Agreement are intended solely as
a convenience, and are not intended to modify any other provision herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
FIRST INVESTORS MANAGEMENT
Attest: COMPANY, INC., a New York corporation
By:
Xxxxxxx X. Head
Chairman & President
FIRST INVESTORS INCOME FUNDS, on behalf
First Investors Fund For Income and FIRST
INVESTORS LIFE SERIES FUNDS, on behalf of
First Investors Life Series High Yield Fund
Attest:
By:
Xxxxxxx X. Head
President
MUZINICH & CO., INC., a Delaware corporation
Attest:
By: ____________________
[ ]
SCHEDULE A
The fee paid to the Subadviser under this Agreement for managing portions
of the assets of the First Investors Fund For Income, a series of First
Investors Income Funds, and First Investors Life Series High Yield Fund,
a series of First Investors Life Series Funds, allocated to it by the
Adviser shall be calculated daily and paid monthly. The fee shall be
computed in the following manner.
1. The average daily net assets of First Investors Fund For Income
shall be aggregated with the average net assets (if any) of First
Investors Life Series High Yield Fund that are being managed by Muzinich
& Co., Inc.;
2. A blended fee shall then be computed on the sum as if the two
Series were combined using the following schedule:
a. 0.25% on the first $250 million;
b. 0.225% on the next $250 million; and
c. 0.20% on all balances over $500 million.
3. The fee payable under this Agreement with respect to each Series
shall then be computed by multiplying the blended fee by the ratio of the
average daily net assets of each Series to the sum of the average daily
net assets of both Series that are being managed by Muzinich & Co., Inc.
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