AMENDMENT NO. 1 TO
SUBADVISORY AGREEMENT
AMENDMENT NO. 1, dated as of July 1, 2007, to the Subadvisory
Agreement ("Amendment No. 1"), by and among FIRST INVESTORS MANAGEMENT
COMPANY, INC., a New York corporation (the "Adviser"), PARADIGM CAPITAL
MANAGEMENT, INC., a new York corporation (the "Subadviser"), and FIRST
INVESTORS EQUITY FUNDS (the "Trust"), a Delaware statutory trust.
Effective as of July 1, 2007, the Adviser, the Subadviser and the
Trust agree to modify and amend the Subadvisory Agreement (the "Agreement")
dated as of January 27, 2006, in order to reflect the revised compensation
to be paid to the Subadviser with respect to the assets of First Investors
Special Situations Fund, as follows:
1. Schedule A. Schedule A to the Agreement, setting forth the Series
of the Trust for which the Subadviser is appointed as the investment
subadviser and the fees payable to the Subadviser with respect to each
Series, is hereby deleted and replaced by the attached Schedule A.
Except as modified and amended hereby, the Agreement is hereby
ratified and confirmed in full force and effect in accordance with its
terms.
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.
By: /S/ XXXXXXX X. HEAD
Xxxxxxx X. Head, Chairman & President
PARADIGM CAPITAL MANAGEMENT, INC.
By: /S/ XXXXXXX XXXX XXXX
Xxxxxxx Xxxx Xxxx, Chief Executive Officer
FIRST INVESTORS EQUITY FUNDS
By: /S/ XXXXXXX X. HEAD
Xxxxxxx X. Head, President
SCHEDULE A
The fee paid to the Subadviser under this Agreement for managing that
portion of the assets of First Investors Special Situations Fund allocated
to it by the Adviser shall be computed in the following manner.
1. The daily net assets of First Investors Special Situations Fund and
First Investors Life Series Discovery Fund shall first be added together;
2. An aggregate fee shall then be computed on the sum as if the two
Series were combined using the following schedule:
a. 0.40% of the first $50 million;
b. 0.30% of the next $200 million; and
c. 0.25% on the balance over $250 million.
3. The fee payable under this Agreement with respect to the First
Investors Special Situations Fund shall then be computed by multiplying the
aggregate fee by the ratio of the net assets of First Investors Special
Situations Fund to the sum of the net assets of both Series.
The fee paid to the Subadviser under this Agreement for managing that
portion of the assets of First Investors Life Series Discovery Fund
allocated to it by the Adviser shall be computed in the following manner.
1. The daily net assets of First Investors Life Series Discovery Fund
and First Investors Special Situations Fund shall first be added together;
2. An aggregate fee shall then be computed on the sum as if the two
Series were combined using the following schedule:
a. 0.40% of the first $50 million;
b. 0.30% of the next $200 million; and
c. 0.25% on the balance over $250 million.
3. The fee payable under this Agreement with respect to the First
Investors Life Series Discovery Fund shall then be computed by multiplying
the aggregate fee by the ratio of the net assets of First Investors Life
Series Discovery Fund to the sum of the net assets of both Series.
With respect to the First Investors Special Situations Fund only, to the
extent that the Adviser collects an advisory fee in excess of 75 basis
points, the Adviser will also pay the Subadviser one third of such excess
amount.
Dated: July 1, 2007
