0000898432-11-000085 Sample Contracts

FIRST INVESTORS EQUITY FUNDS FIRST INVESTORS INCOME FUNDS FIRST INVESTORS TAX EXEMPT FUNDS FIRST INVESTORS LIFE SERIES FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2011 • First Investors Equity Funds • New York

This Agreement is made as of January 19, 2011 by and between FIRST INVESTORS EQUITY FUNDS, FIRST INVESTORS INCOME FUNDS, FIRST INVESTORS TAX EXEMPT FUNDS and FIRST INVESTORS LIFE SERIES FUNDS, each a Delaware statutory trust (each a “Trust”), and FIRST INVESTORS MANAGEMENT COMPANY INC., a New York corporation (“Manager”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2011 • First Investors Equity Funds • New York

This underwriting agreement (“Agreement”), dated as of the 19th day of January 2011, made by each FIRST INVESTORS investment company listed on Schedule A attached hereto, as amended from time to time (each, a “Fund”), and FIRST INVESTORS CORPORATION, a New York corporation with its principal office located at 110 Wall Street, New York, New York 10005 (the “Underwriter”). This Agreement replaces and supercedes all previous underwriting agreements executed among the parties referred to herein.

FIRST INVESTORS EQUITY FUNDS FIRST INVESTORS LIFE SERIES FUNDS SUBADVISORY AGREEMENT
Subadvisory Agreement • January 28th, 2011 • First Investors Equity Funds • New York

Agreement made as of this 19th day of January, 2011, by and among FIRST INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the "Adviser"), PARADIGM CAPITAL MANAGEMENT, INC. (the "Subadviser"), FIRST INVESTORS EQUITY FUNDS and FIRST INVESTORS LIFE SERIES FUNDS ( each a "Fund"), each a Delaware statutory trust and a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of First Investors Special Situations Fund and First Investors Life Series Discovery Fund, respectively.

FIRST INVESTORS EQUITY FUNDS FIRST INVESTORS LIFE SERIES FUNDS SUBADVISORY AGREEMENT
Subadvisory Agreement • January 28th, 2011 • First Investors Equity Funds • New York
FIRST INVESTORS EQUITY FUNDS SUBADVISORY AGREEMENT
Equity Funds • January 28th, 2011 • First Investors Equity Funds • New York
SUBADVISORY AGREEMENT
First Investors Equity Funds • January 28th, 2011 • First Investors Equity Funds • New York
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