TRANSFER AGENT AGREEMENT
------------------------
This Agreement, dated as of the 27th day of January 2006, made by each
FIRST INVESTORS investment company listed on Schedule A, as amended from time to
time ("Fund"), and ADMINISTRATIVE DATA MANAGEMENT CORP., a corporation duly
organized and existing under the laws of the State of New York ("ADM").
WITNESSETH THAT:
----------------
WHEREAS, ADM represents that it is currently registered and licensed with
the appropriate authorities to provide services as a transfer agent of mutual
funds, and will remain so registered for the duration of the Agreement; and
WHEREAS, the Fund desires to employ ADM to provide transfer agency and
related services under the terms and conditions described in this Agreement and
ADM is willing to provide such services;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
1. APPOINTMENT. The Fund hereby appoints ADM as its registrar, transfer
agent, dividend disbursing agent, shareholder servicing agent and administrator
of its dividend reinvestment, share accumulation, systematic withdrawal and
automated payment programs (collectively its "Transfer Agent") and ADM accepts
such appointment and agrees to act in such capacity upon the terms set forth in
this Agreement.
2. DEFINITIONS. As used in this Agreement capitalized terms have the
meanings specified below:
A) "Fund" means any of the Funds set forth in Schedule A existing now
or in the future that becomes a party to this Agreement, and;
B) "Shares" means the issued and outstanding shares of beneficial
interest, and any fractions thereof, of the Fund;
C) "Shareholder" means the registered owner of Shares or the beneficial
owner of Shares if the name of the beneficial owner is recorded on
the master security holder files;
D) "Account" means a separate record established on ADM's books for
each Shareholder in the Fund which identifies the legal registration
and number of Shares owned.
-1-
3. RESPONSIBILITIES OF ADM. ADM in its capacity as Transfer Agent will
perform the usual duties and functions of a stock transfer agent for the Fund.
Among other things, it will:
A) maintain stock registry and record thereon the Shares and fractions
thereof of both issued and unissued Shares for each Shareholder's
Account;
B) open, maintain, service and close Accounts of Shareholders;
C) issue, redeem, exchange and transfer Shares in Accounts established
on its books and records;
D) process initial and subsequent payments on each day the Fund is open
for trading;
E) maintain a record of sales of Shares for use by the Fund in
complying with state and federal registration requirements;
F) deliver to the underwriter all payments received by ADM;
G) calculate the amounts of Shares to be issued, the amounts of
commissions owed to dealers, and the amounts to be paid to the
underwriter;
H) answer telephone and written inquiries from Shareholders, securities
brokers and others;
I) calculate the amount of, and reinvest dividends and distributions
declared upon Shares into Shareholder Accounts or, upon Shareholder
election, pay such dividends and distributions in cash;
J) furnish to Shareholders monthly or quarterly statements,
confirmations of transactions in Shares, prospectuses, and such
other communications as may be requested by the Fund;
K) deduct and pay the Internal Revenue Service and other payees the
required amounts of tax withholdings in accordance with applicable
laws, rules and regulations;
L) mail to Shareholders such tax forms, notices, and other information
relating to purchases, redemptions, dividends and distributions, as
required by applicable laws, rules and regulations;
M) prepare, maintain and file with the Internal Revenue Service and
other appropriate taxing authorities reports relating to purchases,
redemptions, dividends and distributions, as required by applicable
laws, rules and regulations;
-2-
N) mail annual and semi-annual reports and prospectuses prepared by or
on behalf of the Fund to Shareholders;
O) mail notices of Shareholder meetings, proxies, proxy statements and
other related materials upon request by the Fund;
P) maintain a disaster recovery site for emergency use and a separate
off-site storage facility for backup computer files and data;
Q) maintain all records required to be kept by applicable laws, rules
and regulations relating to the services to be performed under this
Agreement; and,
R) comply with all other laws, rules and regulations that apply to ADM
as the result of the services that it is required to perform under
this Agreement.
4. DUTY OF CARE. ADM shall exercise due care and diligence, act in good
faith, and comply with the terms and conditions contained in the Fund's
prospectuses, statements of additional information, shareholder applications and
all applicable laws, rules and regulations in performing the services required
under this Agreement.
5. LIMITATIONS ON LIABILITY. ADM shall not be liable for any losses,
claims or damages (collectively, "Damages") arising out of or in connection with
ADM's performance or failure to perform its duties under this Agreement except
to the extent that such Damages arise out of its negligence, reckless disregard
of its duties, bad faith or willful misfeasance.
Without limiting the generality of the foregoing, ADM shall not be liable
for:
A) any Damages caused by delays, errors, or loss of data occurring by
reason of circumstances beyond ADM's control, including but not
limited to acts of civil or military authorities, national
emergencies, labor difficulties, acts of God, insurrections, wars,
riots or failures of the mails, transportation providers,
communications providers or power suppliers; or,
B) any taxes, assessments or governmental charges which may be levied
or assessed on any basis whatsoever in connection with the services
performed under this Agreement, except for taxes assessed against
ADM in its corporate capacity based upon its compensation hereunder.
6. INDEMNIFICATION.
A) The Fund shall indemnify and hold ADM harmless against any Damages
or expenses (including reasonable attorneys fees) incurred in any
action, suit or proceeding brought against it by any person other
than the Fund, including a Shareholder, based upon ADM's services
for the Fund or its Shareholders, if the Damages sought did not
-3-
result from ADM's negligence, reckless disregard for its duties, bad
faith or willful misfeasance.
B) The Transfer Agent shall not pay or settle any claim, demand,
expense or liability to which it may seek indemnity pursuant to
paragraph (A) above (an "Indemnifiable Claim") without the express
written consent of the Fund. The Transfer Agent shall notify the
Fund promptly of receipt of notification of an Indemnifiable Claim.
Unless the Fund notifies the Transfer Agent within 30 days of
receipt of Written Notice of such Indemnifiable Claim that the Fund
does not intend to defend such Indemnifiable Claim, the Fund shall
defend the Transfer Agent for such Indemnifiable Claim. The Fund
shall have the right to defend any Indemnifiable Claim at its own
expense, such defense to be conducted by counsel selected by the
Fund. Further, the Transfer Agent may join the Fund in such defense
at the Transfer Agent's own expense, but to the extent that it shall
so desire the Fund shall direct such defense. If the Fund shall fail
or refuse to defend, pay or settle an Indemnifiable Claim, the
Transfer Agent, at the Fund's expense, consistent with the
limitation concerning attorney's fees expressed in (A) above, may
provide its own defense.
7. DELEGATION OF DUTIES. ADM may from time to time in its sole discretion
delegate some or all of its duties hereunder to any affiliate or entity, which
shall perform such functions as the agent of ADM; provided, however, that the
delegation of any of ADM's duties under this Agreement shall not relieve ADM of
any of its responsibilities or liabilities under this Agreement.
8. INSURANCE. ADM shall maintain insurance of the types and in the amounts
deemed by it to be appropriate for the services that it provides to the Fund. To
the extent that policies of insurance may provide for coverage of claims for
liability or indemnity by the parties set forth in this Agreement, the contracts
of insurance shall take precedence, and no provision of the Agreement shall be
construed to relieve an insurer of any obligation to pay claims to the Fund, ADM
or any other insured party which could otherwise be a covered claim in the
absence of any provision of this Agreement.
9. BOOKS AND RECORDS. The books and records pertaining to the Fund which
are in the possession of the Transfer Agent shall be the property of the Fund
and shall be returned to the Fund or its designee upon request. Such books and
records shall be prepared and maintained as required by applicable laws, rules,
and regulations. The Fund, or its authorized representatives, shall have access
to such books and records at all times during the Transfer Agent's normal
business hours. Upon request of the Fund, copies of any such books and records
shall be provided by the Transfer Agent to the Fund or the Fund's authorized
representative or designee at the Fund's expense.
-4-
10. RESPONSIBILITIES OF THE FUND. The Fund is responsible for:
A) providing ADM on an ongoing basis with its current prospectuses,
statements of additional information, shareholder manuals, annual
and semi-annual reports, proxy notices and proxy statements;
B) notifying ADM upon declaration of each dividend and distribution of
the date of its declaration, the amount payable per Share, the
record date, the payment date, the reinvestment date, and the price;
C) transferring, or causing the Fund's Custodian or Custodians to
transfer, to ADM by each payment date, the total amount of the
dividend or distribution currently payable in cash; and
D) providing ADM with its net asset value on each day the Fund is open
for business and the prices which are applicable to Shareholders who
are entitled to purchase Shares at reduced offering prices.
11. COMPENSATION. The Fund agrees to pay ADM compensation for its services
and to reimburse it for expenses as set forth in Schedule B attached hereto, or
as shall be set forth in amendments to such schedule approved by the parties to
this Agreement.
12. ADDITIONAL SERVICES AND COMPENSATION. The Fund may with the consent of
ADM decide to employ ADM to perform additional services and special projects
which are not covered by this Agreement, such as proxy solicitation, proxy
tabulation or special research. In such circumstances, the terms and conditions
under which ADM will perform such services and the compensation it will receive
will be set by mutual agreement.
13. HOLIDAYS. Nothing contained in this Agreement is intended to or shall
require ADM in any capacity hereunder to perform any functions or duties on any
holiday or other day of special observances on which the Fund and ADM are
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which both the Fund
and ADM are open.
14. COOPERATION WITH ACCOUNTANTS. The Transfer Agent shall cooperate with
the Fund's independent public accountants and shall take all reasonable action
in the performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion as such may be required by the Fund from time to time.
15. CONFIDENTIALITY. The Transfer Agent agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present or potential Shareholders and relative to the
Fund's investment advisers, subadvisers or underwriters and their present or
potential customers; provided, however that the Transfer Agent may disclose
-5-
information in response to a lawful subpoena, request from a governmental
authority, or other legal process or with the consent of the Fund.
16. ENFORCEMENT OF AGREEMENT. Notwithstanding any provision of the law to
the contrary, ADM hereby waives any right to enforce this Agreement against the
individual and separate assets of any Shareholder of the Fund. With respect to
any obligations of the Fund arising out of this Agreement, ADM shall look for
payment or satisfaction of any obligation solely to the assets and property of
the Fund.
17. ASSIGNMENT. This Agreement shall extend to, and shall be binding upon,
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by any party without the
written consent of the other. In the case of the Fund, any consent to an
assignment must be approved by the Board of Directors/Trustees of the Fund.
18. TERMINATION. This Agreement may be terminated by any party to this
Agreement on at least sixty (60) days advance written notice. If ADM fails at
any time to maintain the necessary registrations or licenses required to act
lawfully as the Fund's Transfer Agent, the Fund may terminate this Agreement
upon five days written notice. In the event that ADM shall terminate this
Agreement, it shall continue to perform the services required under this
Agreement at the request of the Fund until a replacement is appointed. In such
case, ADM shall be entitled to receive all the payments and reimbursements to
which it is entitled under this Agreement. Termination of this Agreement with
respect to a given Fund shall not affect the continued validity of this
Agreement or the performance thereunder with respect to any other Fund.
19. AMENDMENT. This Agreement may only be amended by a written instrument
approved by both parties.
20. NON-EXCLUSIVITY. The parties understand and agree that ADM may offer
services, including the types of services covered by this Agreement, to other
parties including non-affiliated mutual funds, provided that such activities do
not adversely affect ADM's ability to perform the services to the Fund that are
required by this Agreement.
21. MISCELLANEOUS. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed to be original, but
such counterparts shall together constitute but one and the same instrument.
This Agreement shall be construed in accordance with the laws of the State of
New York.
-6-
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
signed by their duly authorized officers and their seals hereunto duly affixed
and attested as of the day and the year first above written.
ATTEST: FIRST INVESTORS FUNDS
BY:
-------------------------------- -----------------------------------
Xxxxx Xxxxxx Xxxxx, Assistant Xxxxxxx X. Head, President
Secretary
ATTEST: ADMINISTRATIVE DATA
MANAGEMENT CORP.
BY:
-------------------------------- -----------------------------------
Xxxxx X. Xxxxxx, Assistant Xxxxxxx X. Head, President
Secretary
-7-
TRANSFER AGENT AGREEMENT
SCHEDULE A
CURRENT LIST OF FUNDS
First Investors Equity Funds
First Investors Global Fund
First Investors Blue Chip Fund
First Investors Special Situations Fund
First Investors Total Return Fund
First Investors All-Cap Growth Fund
First Investors Focused Equity Fund
First Investors Growth & Income Fund
First Investors Mid-Cap Opportunity Fund
First Investors Value Fund
First Investors Income Funds
First Investors Cash Management Fund
First Investors Fund For Income
First Investors Government Fund
First Investors Investment Grade Fund
First Investors Tax Exempt Funds
First Investors Insured Tax Exempt Fund II
First Investors Insured Tax Exempt Fund
First Investors Arizona Insured Tax Free Fund
First Investors California Insured Tax Free Fund
First Investors Colorado Insured Tax Free Fund
First Investors Connecticut Insured Tax Free Fund
First Investors Florida Insured Tax Free Fund
First Investors Georgia Insured Tax Free Fund
First Investors Maryland Insured Tax Free Fund
First Investors Massachusetts Insured Tax Free Fund
First Investors Michigan Insured Tax Free Fund
First Investors Minnesota Insured Tax Free Fund
First Investors Missouri Insured Tax Free Fund
First Investors New Jersey Insured Tax Free Fund
First Investors North Carolina Insured Tax Free Fund
First Investors Ohio Insured Tax Free Fund
First Investors Oregon Insured Tax Free Fund
First Investors Pennsylvania Insured Tax Free Fund
First Investors Virginia Insured Tax Free Fund
First Investors Insured Intermediate Tax Exempt Fund
First Investors Tax-Exempt Money Market Fund
First Investors New York Insured Tax Free Fund
-8-
First Investors Life Series Funds
First Investors Blue Chip Fund
First Investors Cash Management Fund
First Investors Discovery Fund
First Investors Focused Equity Fund
First Investors Government Fund
First Investors Growth Fund
First Investors High Yield Fund
First Investors International Securities Fund
First Investors Investment Grade Fund
First Investors Target Maturity 2007 Fund
First Investors Target Maturity 2010 Fund
First Investors Target Maturity 2015 Fund
First Investors Value Fund
First Investors Special Bond Fund
-9-
TRANSFER AGENT AGREEMENT
SCHEDULE B
COMPENSATION
------------
Fees and Charges:
-----------------
The Fund shall pay the following fees and charges of Administrative Data
Management Corp. for its services under the Transfer Agent Agreement.
For all Funds except First Investors Cash Management Fund and First Investors
Tax-Exempt Money Market Fund:
Monthly Account Maintenance $1.20 per account
New Accounts $12.00 per account
Liquidations and Withdrawals $12.00 per transaction
Exchanges into Existing Accounts $5.00 per transaction
Transfers $15.00 per transaction
Certificates Issued $10.00 per certificate
Dividend Processing $0.25 per dividend
Reports Requested by a Government Agency $1.00 per account
First Investors Cash Management Fund and First Investors Tax-Exempt Money
Market Fund:
Monthly Account Maintenance $2.00 per account
Reports Requested by a Government Agency $1.00 per account
Expenses:
---------
In addition to the above fees and charges, the Fund shall reimburse
Administrative Data Management Corp. for all out-of-pocket costs including, but
not limited to, the costs of postage, insurance, forms, envelopes, telephone
lines and other similar items, counsel fees, including fees for the preparation
of the Transfer Agent Agreement and review of the Fund's registration statements
and application forms.
-10-
