FORM OF UNDERWRITING AGREEMENT
AGREEMENT made as of the day of , 19 by and between FIRST INVESTORS
MANAGEMENT COMPANY, INC., a New York corporation with principal business offices
at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the
"underwriter") and FIRST INVESTORS CORPORATION, a New York corporation with
principal business offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter called the "sponsor").
W I T N E S S E T H:
WHEREAS, the underwriter is the co-underwriter and distributor of the
shares of stock of First Investors Global Fund, Inc., a Maryland corporation
with principal offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
called the "Fund"), under an agreement with the Fund, dated , 19 ; and
WHEREAS, the sponsor is engaged in the sponsorship and distribution of
periodic payment plans and single payment plans which use the shares of open-end
management investment companies as the underlying investment; and
WHEREAS, the sponsor desires to initiate a new series of periodic payment
plans and single payment plans using the shares of the Fund as the underlying
investment, having features which, in the light of its long experience as a
sponsor and distributor of such plans, it deems most desirable; and the
co-underwriter is willing that the sponsor initiate such plans;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein set forth, each party hereto intending to be legally bound thereby, the
parties hereto agree as follows:
1. The sponsor agrees that, as promptly as practicable after the execution
of this agreement, it will prepare and file with the United States Securities
and Exchange Commission (hereinafter called "S.E.C.") a registration statement
under the Investment Company Act of 1940 and a registration statement and
prospectus under the Securities Act of 1933, with respect to certain periodic
payment plans and single payment plans having shares of the Fund as the
underlying investment (hereinafter referred to as the "Plans"), to be sponsored
and distributed by the sponsor in accordance with the terms and conditions set
forth in such registration statements and prospectus. The sponsor agrees to use
its best efforts to maintain the effectiveness of said registration statements,
to make from time to time the necessary revisions in said prospectus, and also
to qualify the Plans for sale in such states in which the shares of the Fund are
qualified for sale as the sponsor shall deem appropriate for sale of the Plans.
2. The co-underwriter agrees that, out of the shares to be
made available to it as the underwriter and distributor of the Fund, it will
sell to First Pennsylvania Bank N.A. or First Investors Corporation such shares
as shall be necessary to meet the requirements for investment under the Plans.
The price to be paid to the underwriter for such shares shall be the applicable
net asset value thereof as described in the then current prospectus of the Fund.
3. The sponsor agrees that it will devote its best efforts to the
promotion, sale and distribution of the Plans consistent with its sales of other
plans. The sponsor agrees that as a part of such best efforts, but not in
limitation thereof, it will make the Plans available for sale by its entire
sales force and will endeavor to develop a satisfactory gross volume of
business.
4. The sponsor agrees that neither it nor its distributors will offer Plans
for sale at a price which involves a total sales charge less than that provided
in the then current prospectus of the Fund for outright sales of shares of the
Fund of the same dollar amount.
5. The parties agree to use their respective best efforts to maintain in
good standing their respective registrations with the S.E.C. as broker-dealers
under the Securities Exchange Act of 1934, and their respective memberships in
the National Association of Securities Dealers, Inc.
6. (a) The sponsor agrees to furnish to the underwriter, when and as
prepared, copies of all literature to be used by it or its distributors in
connection with the sale of the Plans, and also to furnish to the underwriter,
when and as the same are filed with the S.E.C., copies of all registration
statements, prospectuses, and revisions thereof relating to the Plans, it being
understood and agreed that the underwriter shall have no responsibility for the
form or contents of any thereof; provided, however, that nothing herein
contained shall relieve the underwriter of any responsibility for the accuracy
of any information furnished by it for us in such literature, registration
statements or prospectuses.
(b) The underwriter agrees that it will notify the sponsor in advance of
any proposed changes in the current prospectus of the Fund; and the parties
mutually agree that they will use their respective and joint best efforts to the
end that the effective date of any prospectus of the Fund shall coincide with
the effective date of the Plans' prospectus of which it is to be a part.
(c) The underwriter agrees that it will, at its expense, provide or cause
to be provided to the sponsor or the custodian a sufficient quantity of each
annual revision of the
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prospectus of the Fund for such distribution to existing planholders as may be
required by law or regulation, and the sponsor agrees to effect or cause to be
effected the mailing or other transmission of such prospectuses and of all other
material, to be furnished by the Fund, that may be required by law or regulation
to be distributed to planholders.
7. The obligations of the parties hereunder shall be and remain suspended
during any period in which:
(a) The underwriter shall not hold an effective underwriting
agreement with the Fund.
(b) A registration statement of the Fund under the Investment Company
Act of 1940, or of its shares under the Securities Act of 1933,
shall not be effective, or it shall not have an effective current
prospectus.
(c) A registration statement of the Plans under the Investment
Company Act of 1940 or under the Securities Act of 1933 shall not
be effective, or there shall not be a currently effective
prospectus with respect to the Plans.
(d) The registration of the underwriter or of the sponsor as a
broker-dealer under the Securities Exchange Act of 1934 shall not
be in effect.
(e) The sale of shares of the Fund or of the Plans to the public
shall otherwise be prohibited or restrained by law or regulation,
or by order of any governmental agency; except that any such law,
regulation or order limited to any one state shall not affect the
obligations of the parties with respect to other areas.
8. This agreement may be terminated upon thirty days' notice in writing by
the party specified below to the other party, as follows:
(a) By the sponsor if the underwriting agreement between the Fund and
the underwriter shall be suspended or terminated and if the
suspension shall not be ended or a new agreement entered into
within ninety days thereafter.
(b) By the sponsor or the underwriter upon the termination,
revocation or suspension for a period of more than ninety days of
the registration of the other party as a broker-dealer under the
Securities Exchange Act of 1934.
(c) By the sponsor or the underwriter upon substitution of another
investment in the place of shares of the Fund as the underlying
investment of the Plans.
(d) By the sponsor if for a period of more than sixty
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days there shall not be a registration statement of the shares of
the Fund under the Securities Act of 1933.
(e) By the underwriter if for a period of more than one hundred
twenty days there shall not be in effect a registration statement
of the Plans under the Securities Act of 1933.
(f) By either party in the event of the default by the other in the
performance of any of its obligations under this agreement, and
if such default shall continue for a period of thirty days after
notice thereof shall have been given by the party claiming the
same.
9. (a) The term of this agreement shall begin on the date hereof and
continue thereafter unless and until either party shall give
notice to the other party of its desire that the agreement
terminate.
(b) Upon any termination of this agreement, whether pursuant to this
paragraph 9 or to any provision of paragraph 8; the underwriter
shall be obligated, so long as it shall hold an effective
underwriting agreement with the Fund and shall otherwise be
legally permitted to do so, to sell shares of the Fund to the
extent necessary to meet the requirements for investment under
the Plans outstanding at the date of such termination.
10. Nothing herein contained shall be deemed to create the relationship of
agency between the parties, or to constitute a joint venture, or to authorize
either of the parties to obligate the other in any manner whatsoever.
11. No waiver by either party of the breach of any term or condition of
this agreement shall be deemed to be a waiver of such term or condition or of
any other or subsequent breach. No modification of this agreement shall be valid
unless in writing, signed by the duly authorized officers of both parties, and
no such modification shall operate to deprive the holder of any of the Plans of
any then existing rights thereunder.
12. Any notice required or permitted to be given under this agreement shall
be sufficiently given if in writing sent by registered mail or certified mail to
the appropriate party at its address above set forth, or at such other address
as it may from time to time specify for the purpose in a notice similarly given.
13. This agreement shall extend to and be binding upon the parties hereto
and their respective successors, and upon the respective successors to all or
substantially all of the business of either party or to that portion of its
business which shall be
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involved in its operation under this agreement. Except to any such successor,
this agreement may not be assigned by either party without the prior written
consent of the other.
14. This agreement shall be construed in accordance with the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective corporate officers thereunto duly authorized and
their respective corporate seals to be hereunto affixed, all as of the day and
year first above written.
FIRST INVESTORS MANAGEMENT COMPANY, INC.
By
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President
ATTEST:
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Secretary
FIRST INVESTORS CORPORATION
By
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President
ATTEST:
---------------------------------
Secretary
In consideration of the execution of the foregoing agreement by the
respective parties thereto, the undersigned, intending to be legally bound,
hereby undertakes and agrees: (a) that it will furnish to the sponsor or the
custodian (as defined in said agreement), for mailing as provided in paragraph
8(c) thereof, a sufficient quantity of such communications and other materials
as are sent by the undersigned to its stockholders and required by law or
regulation to be distributed to holders of the Plans therein described; (b) that
it will reimburse to the sponsor the amount of the necessary postage on such
communications and other materials, and the reasonable expense of handling and
mailing the same, not to exceed the costs actually incurred by the sponsor; and
(c) that if, during the term of said agreement, FIRST
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INVESTORS MANAGEMENT COMPANY, INC. shall cease to be underwriter for the shares
of the undersigned, the undersigned will require that any other entity which
shall become its underwriter will supply shares to the extent necessary to meet
the requirements of all of the Plans outstanding at the time of such cessation
or, in the alternative, will supply the same itself, all at the applicable net
asset value.
Dated this day of , 19
FIRST INVESTORS GLOBAL FUND, INC.
By
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President
ATTEST:
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Secretary
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