ADMINISTRATION AGREEMENT
This Agreement, dated as of the 7th of July, 1986, made by and between
FIRST INVESTORS LIFE SERIES FUND (the Fund), a Massachusetts business trust;
FIRST INVESTORS MANAGEMENT COMPANY, INC. (FIMCO), a corporation duly organized
and existing under the laws of the State of New York; FIRST INVESTORS
CORPORATION (FIC), a corporation duly organized and existing under the laws of
the State of New York; ADMINISTRATIVE DATA MANAGEMENT CORP. (ADM), a corporation
duly organized and existing under the laws of the State of New York.
WITNESSETH THAT:
WHEREAS, FIMCO and FIC are the national distributors of the
shares of the Fund; and
WHEREAS, ADM has agreed to act as transfer agent of the Fund, as its
dividend disbursing agent, and as administrator of the Dividend Reinvestment,
Share Accumulation and Systematic Withdrawal Accounts of the Fund, and ADM also
agreed to act for the Fund in other respects as hereinafter stated; and
WHEREAS, the parties hereto desire to set forth certain terms relating
to the activities of ADM under this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
THE TRANSFER AGENCY
Section 1. The Fund hereby appoints ADM as its transfer agent, and ADM
accepts such appointment and agrees to act in such capacity upon the terms set
forth in this Agreement.
Section 2. ADM will maintain stock registry records in the usual form
in which it will note the issuance and redemption of Shares and the issuance and
transfer of Share Certificates, and is also authorized to maintain an account
entitled Unissued Share Certificate Account in which it will record the Shares
and fractions issued and outstanding from time to time for which issuance of
Share Certificates is deferred. ADM is also authorized to keep records, which
will be part of the stock transfer records, as well as its records of the Plans,
in which it will note the names and registered addresses of Planholders, and the
number of shares and fractions from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder or Planholder whether he
holds one or more Share Certificates or owns Shares held under one or more
Plans, or
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whether he holds or owns Shares by both methods, will be assigned a single
account number.
Section 3. Whenever Shares are purchased for Planholders, the Fund
authorizes ADM to dispense with the issuance and countersignature of Share
Certificates. In such case ADM, as transfer agent, shall merely note on its
stock registry records the issuance of the Shares and fractions, (if any), shall
credit the Unissued Share Certificate Account with the Shares and fractions to
the respective Planholders. Likewise, whenever ADM has occasion to surrender for
redemption Shares and fractions owned by Planholders, it shall be unnecessary to
issue Share Certificates for redemption purposes. The Fund authorizes ADM in
such cases to process the transactions by appropriate entries in its stock
transfer records, and debiting of the Unissued Share Certificate Account and the
record of issued Shares outstanding. Whenever Planholders are entitled to the
issuance of Share Certificates for Shares held under Plans, the Fund authorizes
ADM as transfer agent, to countersign Share Certificates for issuance and
delivery, and to debit the Unissued Certificate Account.
Section 4. ADM in its capacity as transfer agent will, in addition to
the duties and functions above-mentioned, perform the usual duties and functions
of a stock transfer agent for a corporation. It will countersign for issuance or
reissuance of Share Certificates representing original issue or reissued
treasury Shares as directed by the Written Instructions of the Fund, and will
transfer Share Certificates registered in the name of Shareholders from one
Shareholder to another in the usual manner. ADM may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned,
or executed by a duly authorized person or persons, or upon the instructions of
any Officer of the Fund, or upon the advice of counsel for the Fund or for ADM.
ADM may record any transfer of Share Certificates which is believed by it in
good faith to have been duly authorized or may refuse to record any transfer of
Share Certificates if in good faith ADM in its capacity as transfer agent deems
such refusal necessary in order to avoid any liability either to the Fund or
ADM. The Fund agrees to indemnify and hold harmless ADM from and against any and
all losses, costs, claims and liability which it may suffer or incur by reason
of so relying or acting or refusing to act in good faith.
THE DIVIDEND DISBURSEMENT AGENCY
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Section 5. Upon declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Fund, the Fund shall notify ADM of
the date of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment date, and the
reinvestment date, the price for which is to be used to purchase Shares for
reinvestment.
Section 6. On or before each payment date, the Fund will transfer, or
cause the Custodian to transfer, to ADM in its capacity as dividend disbursing
agent, the total amount of the dividend or distribution currently payable and
ADM in such capacity will on the designated payment date mail distribution
checks to the Shareholders for the proper amounts payable to them except as
follows:
Dividends and capital gains distributions directed to be reinvested
under Plans will be transferred to ADM in its capacity as administrator for
application as provided in Section 11.
ADMINISTRATION OF THE PLANS
Section 7. The Fund, FIMCO and FIC hereby appoint ADM as administrator
of the Plans, and ADM accepts such appointment and agrees to act in such
capacity upon the terms set forth in this Agreement. As provided Section 2, ADM
will maintain records, which will be part of the stock registry records as well
as its records of the administration of the Plans, in which it will note the
transactions effected for the respective Planholders and the number of Shares
and fractions from time to time owned by them for which no Share Certificates
are outstanding.
Section 8. FIMCO, FIC and the Fund will from time to time keep ADM
fully informed of the names of all Planholders who are entitled to purchase
Shares at reduced offering prices and of the respective prices which are
applicable to each of such Planholders. ADM may conclusively rely on such
information in placing orders for Shares on behalf of Planholders.
Section 9. It will be the practice of ADM to process payments by
planholders received by its mutual funds department in acceptable form until the
time of the closing of the New York Stock Exchange on each day on which said
exchange is open since the same time on the prior business day in which said
exchange was open, and to obtain from FIMCO, FIC or the Fund a quotation (on
which it may conclusively rely) as of the close of the said exchange. ADM will
proceed to calculate the amount available for investment in Shares at the public
offering price so quoted, (and, if applicable), the amounts to be invested as
between commissions of dealers, shares of FIMCO, or FIC and net asset value to
be deposited with the Custodian. ADM while the public
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offering price so quoted is still in effect, will, as agent for sundry
Planholders, place an order with FIMCO or FIC for the proper number of Shares
and fractions, will advise FIMCO or FIC of the breakdown of the total purchase
price as between discount of dealers, shares of FIMCO or FIC and net asset value
and will confirm said figures to FIMCO or FIC in writing.
Section 10. ADM will thereupon set aside the commissions of dealers,
and share of FIMCO and FIC and will pay over the balance available (net asset
value) to the custodian and will furnish said custodian with the Statements
required by the Custodian Agreement. Said Custodian will deposit the net asset
value in the Principal Account under the Custodian Agreement. ADM will credit
the Bank's account of FIMCO or FIC for its share. The proper number of Shares
and fractions will then be issued and credited to the Unissued Certificate
Account, and the Shares and fractions purchased for each Planholder will be
credited to his separate account. ADM will thereupon mail to each Planholder a
confirmation of the purchase, with copies to the Fund and the proper dealers, if
the Fund so requests. Such confirmation will show the prior and new share
balance, the Shares held under the Plans and Shares (if any) for which Stock
Certificates are outstanding, the amount invested, the price paid and other
data.
ADM will remit commissions to the proper dealers weekly or at other
convenient intervals, as agreed upon between the Fund and ADM.
Section 11. As and when the Fund declares dividends or capital gains
distributions, it will promptly quote to ADM the net asset value per share at
the close of business in the reinvestment date, whereupon as soon as it can
calculate the total of such dividend or distributions it will receive for
reinvestment, ADM will advise the Fund of the amount which will be available for
reinvestment on the payment date and the number of Shares and fractions to be
issued. Upon receipt of the amount of the dividends or distributions to be
reinvested under Plans, ADM will pay over such amount to the Custodian for
deposit in the Principal Account under the Custodian Agreement, whereupon the
Shares and fractions purchased for the Plans will be issued pursuant to a
Statement of ADM and will be credited to the Unissued Certificate Account. ADM
will credit the Shares and fractions so purchased to the separate accounts
maintained for the respective Planholders, and will promptly mail to each
Planholder a confirmation of the purchase, with a copy to the Fund, showing the
prior and new share balance.
Section 12. Whenever a Shareholder shall deposit Shares represented by
Share Certificates in an investment plan or systematic withdrawal plan or other
plan permitting deposit of
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Shares thereunder, ADM as transfer agent is authorized upon receipt of Share
Certificates registered in the name of the Shareholder, or if not so registered
in due form for transfer, to cancel such Share Certificates, to debit the
individual stock accounts and to credit the Shares to the Unissued Certificate
Account. ADM as plan administrator will credit the Shares to be deposited to the
proper plan accounts. In the event that a Planholder shall desire to deposit
under a systematic withdrawal plan Shares held in an investment plan or other
like plan, ADM will accomplish such deposit by proper debiting and crediting of
plan accounts.
Section 13. ADM will administer the systematic withdrawal plans for the
Planholders. ADM will note in such accounts the share balances from time to
time, the additional Shares purchased with the reinvested dividends and
distributions, and the Shares redeemed to provide the withdrawal payments.
Confirmations will be mailed to the Planholders reflecting each transaction,
with copies to the Fund.
Section 14. Whenever ADM shall have received requests from Planholders
to redeem Shares and remit proceeds, or whenever ADM is required to redeem
Shares to make withdrawal payments under systematic withdrawal plans or the
like, ADM will advise the Fund that it has Shares for redemption, stating the
number of Shares and fractions to be redeemed. The Fund will then quote to ADM
the applicable net asset value of redemption price, whereupon ADM will furnish
the Fund with an appropriate confirmation of the redemption and will process the
redemption by filing with the Custodian an appropriate statement of ADM as may
be required by the Custodian Agreement. The Custodian shall be authorized to pay
over to ADM as administrator, the total redemption price stated in the Statement
of ADM for proper distribution and application. The stock registry books
recording outstanding Shares, the Unissued Certificate Account and the
individual accounts of the Shareholders shall be properly debited.
Section 15. The practices and procedures of ADM and the Fund above
outlined in Sections 7 to 14, inclusive, may be altered or modified from time to
time as may be mutually agreed by the parties to this Agreement, so long as the
intent and purposes of the Plans, as stated from time to time in the prospectus
of the Fund, are observed. For special cases, the parties hereto may adopt such
procedures as may be appropriate or practical under the circumstances and ADM
may conclusively assume that any special procedure which has been approved by
the Fund, does not conflict with or violate any requirements of its Declaration
of Trust, By-Laws or prospectus, or any rule, regulation or requirement of any
regulatory body.
Section 16. ADM in acting for Planholders, or in any
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other capacity set forth in this Agreement, shall incur no liability for any
actions taken or omitted in good faith, nor shall ADM be personally liable for
any taxes, assessments or governmental charges which may be levied or assessed
on any basis whatsoever in connection with the administration of the Plans,
excepting only for taxes assessed against it in its corporate capacity out of
its compensation hereunder.
MISCELLANEOUS
Section 17. In addition to the services as transfer agent, dividend
disbursing agent and administrator as above set forth, ADM will perform other
services for the Fund as agreed from time to time, including but not limited to
preparation of Federal 1099 forms, mailing of quarterly and semi-annual reports
of the Fund, preparation of one annual list of Shareholders, and preparing
notices of Shareholders meeting, proxies and proxy statements.
Section 18. The Fund, FIMCO and FIC agree to pay ADM compensation for
its services and to reimburse it for expenses, as set forth in Schedule A
attached hereto, or as shall be set forth in amendments to such schedule
approved by the Fund, FIMCO FIC and ADM. Said payments and reimbursements shall
be allocated between the Fund, FIMCO and FIC as they may agree.
Section 19. ADM may from time to time in its sole discretion delegate
some or all of its duties hereunto to any affiliate(s) which shall perform such
functions as the agent of ADM. To the extent of such delegation, the term "ADM"
in this Agreement shall be deemed to refer to both ADM and such affiliate(s) or
either of them, as the context may indicate.
Section 20. 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 observance on which ADM is 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 New York Stock Exchange and
the Bank are open.
Section 21. All terms used herein, which are defined in the Custodian
Agreement, shall have the same meanings as set forth therein. In addition, the
following terms as used in this Agreement shall have the meaning set forth below
unless the context otherwise requires:
Plan: The term "Plan" shall include such Dividend Reinvestment
Accounts, Share Accumulation Accounts, Systematic Withdrawal Plans and other
types of plans or accounts in form acceptable to ADM, which the Fund may from
time to time adopt and
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make available to its Shareholders, including plans or accounts adopted for
pension and profit sharing plans established by self-employed individuals,
partnerships, individuals, corporations and not for profit organizations.
Planholder: The term "Planholder" shall mean a Shareholder who at the
time of reference is participating in a Plan.
Section 22. This Agreement may be terminated by any party to this
Agreement by giving at least sixty (60) days advance written notice stating when
thereafter such termination shall be effective. Such termination shall only be
effective with respect to the rights, obligations and duties as between the non-
terminating parties. In case such notice of termination is given by either ADM
or the Fund, the Board of Trustee of the Fund shall, by resolution duly adopted,
promptly appoint a successor to ADM, to serve upon the terms set forth in this
Agreement as then amended and supplemented. Unless and until a successor to ADM
has been appointed as above, provided ADM shall continue to perform according to
the terms of this Agreement and shall be entitled to receive all the payments
and reimbursement to which it is entitled under this Agreement.
Section 23. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 24. 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 the Fund without the written
consent of the Fund, authorized or approved by a resolution of its Board of
Trustees.
Section 25. This Agreement shall be governed by the laws of the State
of New York.
Section 26. Notwithstanding any provision of law to the contrary,
FIMCO, FIC and ADM hereby severally waive any right to enforce this Agreement
against the individual and separate assets of any shareholders of the Fund, or
of any other series of the Fund.
Section 27. This Agreement shall apply separately to each series of the
Fund (now existing or hereafter established) and the assets and records of each
such series shall be kept separate and apart from the assets and records of
every other series to the same extent as if a separate agreement had been
executed on behalf of each series.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and the year first above written.
ATTEST: FIRST INVESTORS LIFE SERIES FUND
/s/ X. Xxxxx BY: Xxxxxx X. Xxxxxxx
--------------------------------------- -----------------------------------
Xxxxxxxx Xxxxx, Secretary Xxxxxx X. Xxxxxxx, President
[Seal]
ATTEST: FIRST INVESTORS MANAGEMENT COMPANY,
INC.
/s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxxx X. Head
--------------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxxx X. Head, Chairman
and Counsel
[Seal]
ATTEST: FIRST INVESTORS CORPORATION
/s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxxx X. Head
--------------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxxx X. Head, Chairman
and Counsel
[Seal]
ATTEST: ADMINISTRATIVE DATA MANAGEMENT
CORP.
/s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxxx X. Head
--------------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxxx X. Head, Chairman
and Counsel
[Seal]
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ADM TRANSFER AGENT FEE SCHEDULE
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Monthly Account Maintenance $0.65 per account
New Accounts $5.00 per account
Payments $0.75 per payment
Exchanges $5.00 per transaction
Liquidations $5.00 per transaction
Transfers $10.00 per transaction
Certificates Issued $3.00 per certificate
Systematic Withdrawal Checks $1.00 per check
Dividend Processing $0.45 per dividend
Reports requested by a Government $1.00 per account
Agency
Minimum Monthly Income: If the minimum monthly income from the above transaction
charges does not equal $500.00, the Fund, FIMCO or FIC will promptly pay the
deficiency to ADM.
Out-of-Pocket Expenses: In addition to the above charges, the Fund, FIMCO or FIC
shall reimburse ADM for all out-of-pocket costs including but not limited to
postage, insurance, forms relating to Shareholders or the Fund, envelopes and
other similar items, and will also reimburse ADM for counsel fees, including
fees for the preparation of the Administration Agreement and review of
prospectus and application form.
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