FIRST INVESTORS SERIES FUND II, INC.
SUBADVISORY AGREEMENT
Agreement made as of this 13th day of June, 1994, by and among FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the
"Adviser"), WELLINGTON MANAGEMENT COMPANY, a Massachusetts general
partnership (the "Subadviser"), and FIRST INVESTORS SERIES FUND II, INC.
(the "Fund"), a Maryland corporation and a diversified open-end
management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act").
W I T N E S S E T H:
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement dated June 13, 1994 (the "Advisory Agreement") with the Fund,
pursuant to which the Adviser acts as investment adviser of each Series
of the Fund (the "Series"); and
WHEREAS, the Adviser and the Fund each desire to retain the
Subadviser to provide investment advisory services to certain Series of
the Fund in connection with the management of that Series and the
Subadviser is willing to render such investment advisory services
(hereinafter, "Series" shall refer to each Series of the Fund 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 the Fund's Board of Directors, the Subadviser shall manage
the investment operations and the composition of that portion of assets
of a particular Series as the Adviser and the Fund shall agree upon from
time to time, as set forth in Schedule A hereto (as such Schedule may be
amended from time to time), which is allocated to it from time to time
by the Adviser (which portion can include any or all of that Series'
assets), including the purchase, retention and disposition thereof, 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 the (A) Fund's Articles of Incorporation, as
amended and restated from time to time, By-Laws, Prospectus and
Statement of Additional Information applicable to a Series, (B)
instructions and directions of the Adviser and of the
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Board of Directors of the Fund, and (C) requirements of the 1940
Act, the Internal Revenue Code of 1986, as amended, as applicable
to the 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 (including, but not
limited to, broker-dealers which are affiliated with the Adviser)
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 that Series, or
approved by the Fund's Board of Directors, (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 Fund 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 Fund's Board of Directors such periodic and special
reports as the Board of Directors of the Fund 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 that Series' assets and shall provide the
Adviser with such information upon the Adviser's request.
(b) Subadviser's Partners, Officers and Employees. The
Subadviser shall authorize and permit any of its partners, officers and
employees who may be elected as Directors or officers of the Fund to
serve in the capacities in which they are elected. Services to be
furnished by the Subadviser under this Agreement may be furnished
through any such partners, officers or employees. In addition, the
Subadviser shall notify the other parties to this
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Agreement of any change in the Subadviser's partnership membership
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 the Series required by Rule 31a-1 under the 1940 Act.
The Subadviser agrees that all records which it maintains for the Series
are the property of the Fund and the Subadviser will surrender promptly
to the Fund any of such records upon the Fund's 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 and Code of Ethics. The Subadviser will
provide the Fund with reasonable evidence that, with respect to its
activities on behalf of the Fund and/or each Series, the Subadviser is
maintaining (i) adequate fidelity bond insurance, and (ii) an
appropriate Code of Ethics and related reporting procedures.
2. Adviser's Duties. The Adviser shall continue to have
responsibility for all other services to be provided to the Fund and
each Series pursuant to the Advisory Agreement and shall oversee and
review the Subadviser's performance of its duties under this Agreement.
The Adviser shall also retain direct portfolio management responsibility
with respect to any assets of the Series which are not allocated by it
to the portfolio management of the Subadviser as provided in paragraph
1(a) hereof.
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 Certificate of Incorporation of the Fund, as filed with
the Maryland Department of Assessment and Taxation;
(b) the By-Laws of the Fund;
(c) certified resolutions of the Board of Directors of the Fund
authorizing the appointment of the Adviser and the Subadviser and
approving the form of this Agreement;
(d) the Fund's Registration Statement on Form N-1A under the
1940 Act and the Securities Act of 1933, as amended ("1933 Act"),
pertaining to a Series, as filed with the Securities and Exchange
Commission; and
(e) the Prospectus and Statement of Additional Information
pertaining to that 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
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Agreement, a fee which is computed daily and paid monthly from
each Series' assets at the annual rates as a percentage of that
Series' average daily net assets as set forth in the attached
Schedule A, which Schedule can be modified from time to time to
reflect changes in annual rates or the addition or deletion of a
Series from the terms of this Agreement, subject to appropriate
approvals required by the 1940 Act. If this Agreement becomes
effective or terminates with respect to any Series 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 Fund 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 Fund or its officers, Directors 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
Fund, 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 which 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 with respect to any Series,
without the payment of any penalty, by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of such 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 0000 Xxx) or upon the termination of the Advisory Agreement.
Termination of this Agreement with respect to a given Series shall not
affect the continued validity of this Agreement or the performance
thereunder with respect to any other Series.
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 who may also be a Director, officer or
employee of the Fund 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
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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 the Series or the
public, which refer to the Subadviser or its clients in any way, prior
to use thereof and not to use such material if the Subadviser reasonably
objects in writing five business days (or such other time as may be
mutually agreed upon) after receipt thereof. Sales literature may be
furnished to the Subadviser hereunder by first-class or overnight mail,
facsimile transmission equipment or hand delivery.
9. Amendments. This Agreement may be amended with respect to a
given Series by mutual consent, subject to approval by the Fund's Board
of Directors and such Series' shareholders to the extent required by the
1940 Act.
10. Governing Law. This Agreement shall be governed by the laws
of the State of New York.
11. 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.
12. 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.
13. 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.
14. 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/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Head
Xxxxx X. Xxxxxx, Secretary Xxxxxxx X. Head, President
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WELLINGTON MANAGEMENT
Attest: COMPANY
/s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. XxXxxxxxx
FIRST INVESTORS SERIES FUND II, INC.
Attest:
/s/ X. Xxxxx By: /s/ Xxxxx X. Head
X. Xxxxx, Secretary Xxxxx X. Head, President
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FIRST INVESTORS SERIES FUND II, INC.
SUBADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 4 of the First Investors Series
Fund II, Inc. Subadvisory Agreement shall be calculated in accordance
with the following schedule:
First Investors Growth & Income Fund
Advisory Fee as %
Average Daily of Average Daily
Net Asset* Net Assets
Up to $50 million 0.325%
In excess of $50 million to $150 million 0.275%
In excess of $150 million to $500 million 0.225%
Over $500 million 0.200%
Dated: June 13, 1994
* Applies to average daily net assets that are subject to the
Subadvisor's investment discretion.
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