FIRST INVESTORS EQUITY FUNDS
FIRST INVESTORS LIFE SERIES FUNDS
SUBADVISORY AGREEMENT
Agreement made as of the 8th day of June, 2006, by and among FIRST INVESTORS
MANAGEMENT COMPANY, INC., a New York corporation (the "Adviser"), VONTOBEL
ASSET MANAGEMENT, INC., a New York corporation (the "Subadviser"), FIRST
INVESTORS EQUITY FUNDS and FIRST INVESTORS LIFE SERIES FUNDS (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 each Trust
(the "Series"); and
WHEREAS, the Adviser and each Trust desire to retain the Subadviser to provide
investment advisory services to First Investors International Fund, a series of
First Investors Equity Funds, and First Investors Life Series International
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 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 Subadviser shall manage the investment operations
and such portion of the assets of a particular Series that is allocated to it by
the Adviser, 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 (A) each Trust's
Declaration of Trust, as amended and restated from time to time, By-Laws, and
the Prospectus and Statement of Additional Information applicable to a Series,
(B) instructions and directions of the Adviser and of the Board of Trustees of
the Trusts, and (C) requirements of the 1940 Act, the Internal Revenue Code of
1986, as amended, as applicable to each 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 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 each Series, or approved by
the Trusts' Board of Trustees, (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 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 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 Trusts' Board of Trustees
such periodic and special reports as the Board of Trustees of the Trusts 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 a 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) Significant Events. The Subadviser will monitor the securities owned
by the Series for potential significant events that could affect their values
and notify the Trusts when, in its opinion, a significant event has occurred
that may not be reflected in the market values of such securities.
(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 shall notify the other
parties to this Agreement of any change in the Subadviser's management or
ownership 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 each Series
required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all
records that it maintains for each 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 each 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 each 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 Declaration of Trust of each Trust, as filed with the Delaware
Secretary of State;
(b) the By-Laws of each Trust;
(c) certified resolutions of the Board of Trustees of each Trust
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 each
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 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.
5. Liability of the Subadviser. The Subadviser agrees to perform
faithfully the services required to be rendered to the Trusts 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 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 of Trustees of each Trust or by vote of a majority
of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of a 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 ▇▇▇▇ ▇▇▇) or upon the termination of the Advisory Agreement.
Termination of this Agreement with respect to a given Trust shall not affect
the continued validity of this Agreement or the performance thereunder with
respect to the other Trust.
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.
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 each Series or the public, which refer to the Subadviser or its clients in
any way.
9. Exclusivity. The Subadviser agrees not to manage the assets of any
non-affiliated third party investment company that has investment objectives
and policies substantially similar to the investment objectives and policies
employed by either Series, except as agreed upon in writing between the Adviser
and the Subadviser, which agreement will not be unreasonably withheld by
the Adviser.
10. Amendments. This Agreement may be amended by mutual consent, subject
to approval by the Trusts' Board of Trustees and each Series' shareholders to
the extent required by the 1940 Act.
11. Governing Law. This Agreement shall be governed by the laws of the
State of New York.
12. 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.
13. 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.
14. 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.
15. 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.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. Head
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ S. Head
Secretary Chairman & President
FIRST INVESTORS EQUITY FUNDS, on behalf
of First Investors International Fund
Attest:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. Head
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ S. Head
Assistant Secretary President
FIRST INVESTORS LIFE SERIES FUNDS, on
behalf of First Investors Life Series International
Fund
Attest:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. Head
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ S. Head
Assistant Secretary President
VONTOBEL ASSET MANAGEMENT, INC.
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
First Vice President President & Chief Executive Officer
& Chief Compliance Officer
SCHEDULE A
The fee paid to the Subadviser under this Agreement for managing that portion
of the assets of First Investors International Fund allocated to it by the
Adviser shall be computed in the following manner.
1. The daily net assets of First Investors International Fund shall be
aggregated with the net assets (if any) of First Investors Life Series
International Fund that are being managed by Vontobel;
2. An aggregate fee shall then be computed on the sum as if the two Series
were combined using the following schedule:
a. 0.50% of the first $100 million;
b. 0.35% of the next $100 million; and
c. 0.30% of the next $800 million; and
d. 0.25% on the balance over $1 billion.
3. The fee payable under this Agreement with respect to First Investors
International Fund shall then be computed by multiplying the aggregate fee by
the ratio of the net assets of First Investors International Fund to the sum of
the net assets of both Series that are being managed by Vontobel.
The fee paid to the Subadviser under this Agreement for managing that
portion of the assets of First Investors Life Series International Fund
allocated to it by the Adviser shall be computed in the following manner.
1. The daily net assets of First Investors Life Series
International Fund shall be aggregated with the net assets (if any) of First
Investors International Fund that are being managed by Vontobel;
2. An aggregate fee shall then be computed on the sum as if the two
Series were combined using the following schedule:
a. 0.50% of the first $100 million;
b. 0.35% of the next $100 million; and
c. 0.30% of the next $800 million; and
d. 0.25% on the balance over $1 billion.
3. The fee payable under this Agreement with respect to First Investors Life
Series International Fund shall then be computed by multiplying the aggregate
fee by the ratio of the net assets of First Investors Life Series International
Fund to the sum of the net assets of both Series that are being managed by
Vontobel.
