FIRST INVESTORS EQUITY FUNDS
FIRST INVESTORS LIFE SERIES FUNDS
SUBADVISORY AGREEMENT
Agreement made as of the 27th day of January 2006, by and among FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the "Adviser"),
WELLINGTON MANAGEMENT COMPANY LLP (previously known as WELLINGTON MANAGEMENT
COMPANY), a Massachusetts limited liability partnership (the "Subadviser"),
FIRST INVESTORS EQUITY FUNDS and FIRST INVESTORS LIFE SERIES FUNDS
(collectively, the "Trusts"), each a Delaware business trust.
WITNESSETH:
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated January 27, 2006 (the "Advisory Agreement") with each Trust, pursuant
to which the Adviser acts as investment adviser of each Series of each Trust
(the "Series"); and
WHEREAS, the Adviser and each Trust desire to retain the Subadviser to
provide investment advisory services to certain Series of each Trust as
listed in Schedule A in connection with the management of that Series and
the Subadviser is willing to render such investment advisory services
(hereinafter, "Series" shall refer to each 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 each
Trust's Board of Trustees (the "Board"), the Subadviser shall manage the
investment operations and the composition of that portion of assets of a
particular Series as the Adviser and each Trust shall agree upon from time
to time, as set forth in Schedule A hereto (as such Schedule may be amended
from time to time), which is allocated to it fiom time to time by the
Adviser (which portion can include any or all of that Series' assets),
including the purchase, retention and disposition thereof, in accordance
with that 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 each 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 each (A) Trust's Declaration of Trust, as amended and restated
from time to time, By-Laws, Prospectus and Statement of Additional
Information applicable to a Series, (B) instructions and directions of the
Adviser and of the Board, and (C) requirements of the Investment Company Act
of 1940, as amended ("1940 Act"), 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. With respect to the securities and
other investments to be purchased or sold for each Series, the Subadviser
shall place orders with or through such persons, brokers, dealers or futures
commission merchants (including, but not limited to, broker-dealers which
are affiliated with the Adviser) selected by the Subadviser, provided,
however, that such orders shall (A) be consistent with the brokerage policy
set forth in the Prospectus and Statement of Additional Information
applicable to that Series, or approved by the Board, (B) conform with
federal securities laws, and (C) 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.
On occasions when the Subadviser deems the purchase or sale of a security or
futures contract to be in the best interest of a 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 htures 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 a Trust and to such other clients.
(iv) Records and Reports. 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 shall render to the Board
such periodic and special reports as the Board may reasonably request.
(v) Transaction Reports. The Subadviser shall provide the custodian
of each Series on each business day with information relating to all
transactions concerning that Series' assets and shall provide the Adviser
with such information upon the Adviser's request.
(b) Subadviser's Partners. Officers and Employees. The Subadviser shall
authorize and permit any of its partners, officers and employees who may be
elected as trustees or officers of a Trust to serve in the capacities in
which they are elected. Services to be furnished by the Subadviser under
this Agreement may be furnished through any such partners, officers or
employees. In addition, the Subadviser shall notify the other parties to
this Agreement of any change in the Subadviser's partnership membership
within a reasonable time 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 3 la-1 under the 1940 Act. The Subadviser agrees
that all records which it maintains for the Series are the property of the
applicable Trust and the Subadviser will surrender promptly to that Trust
any of such records upon the Trust's 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 and Code of Ethics. The Subadviser will provide each Trust
with reasonable evidence that, with respect to its activities on behalf of a
Trust andlor each Series, the Subadviser is maintaining (i) adequate fidelity
bond insurance, and (ii) an appropriate Code of Ethics and related reporting
procedures.
2. Adviser's Duties. The Adviser shall continue to have responsibility for
all other services to be provided to each Trust and its respective Series
pursuant to the Advisory Agreement and shall oversee and review the
Subadviser's performance of its duties under this Agreement. The Adviser
shall also retain direct portfolio management responsibility with respect to
any assets of the Series which are not allocated by it to the portfolio
management of the Subadviser as provided in paragraph I (a) hereof.
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 Certificate of Trust of each Trust;
(b) the By-Laws of each Trust;
(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 a
Series, as filed with the Securities and Exchange Commission; and
(e) the Prospectus and Statement of Additional Information pertaining to
that 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 each Series' assets at the annual rates
as a percentage of that Series' average daily net assets as set forth
in the attached Schedule A, which Schedule can be modified from time to
time to reflect changes in annual rates or the addition or deletion of a
Series from the terms of this Agreement, subject to appropriate approvals
required by the 1940 Act. If this Agreement becomes effective or terminates
with respect to any Series 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.
5. Liabily of the Subadviser. The Subadviser agrees to perform faithfully
the services required to be rendered to each Trust and each 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
a Trust 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 a Trust, 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 which it may have under the 1933 Act or the
1940 Act.
6. Duration and Termination. This Agreement shall become effective upon
the date hereinabove written, provided that, with respect to a Series, this
Agreement shall not take effect until approved by the Board of Trustees of
the relevant Trust and shareholders of the relevant Series, but only to the
extent such approval is required by the 1940 Act and any rules, exemptive
orders and/or no-action letters, thereunder. Unless sooner terminated as
provided herein, this Agreement shall continue in effect for a period of
more than two years 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 with respect to any Series, 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 such 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. Termination of this Agreement
with respect to a given Series shall not affect the continued validity of
this Agreement or the performance thereunder with respect to any other
Series.
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 who may also be a Trustee, officer or employee of a Trust 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.
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, prior to use thereof and not to use such material if the Subadviser
reasonably objects in writing five business days (or such other time as may
be mutually agreed upon) after receipt thereof. Sales literature may be
furnished to the Subadviser hereunder by first-class or overnight mail,
facsimile transmission equipment or hand delivery.
9. Amendments. This Agreement may be amended with respect to a given Series
by mutual consent, subject to approval by the Board and such 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
COMPANY. INC.,
Attest:
/S/ XXXXX XXXXXX XXXXX By: /S/ XXXXXXX X. HEAD
Xxxxx Xxxxxx Xxxxx Xxxxxxx S. Head, President
Secretary
WELLINGTON MANAGEMENT
COMPANY, LLP
Attest:
/S/ XXXX XXXXX By: /S/ XXXXXXX X. XXXXXX
Xxxx Xxxxx Xxxxxxx X. Xxxxxx
Vice President & Counsel Director of Global Equity
Portfolio Management
FIRST INVESTORS EQUITY FUNDS
FIRST INVESTORS LIFE SERIES FUNDS
Attest:
/S/ XXXXX XXXXXX XXXXX By: /S/ XXXXXXX X. HEAD
Xxxxx Xxxxxx Xxxxx Xxxxxxx S. Head, President
Assistant Secretary
