UNDERWRITING AGREEMENT
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This AGREEMENT, dated as of the 27th day of January 2006, made by each
FIRST INVESTORS investment company listed on Schedule A, as amended from time to
time ("Fund"), and FIRST INVESTORS CORPORATION, a New York corporation with its
principal office located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"Underwriter").
In consideration of the mutual covenants and agreements of the parties
hereto, the parties mutually covenant and agree with each other as follows:
1. APPOINTMENT. The Fund hereby appoints the Underwriter as agent of the
Fund to effect the sale and public distribution of shares of each series and
each class of common stock of the Fund as now exists or is hereafter established
("Shares"). This appointment is made by the Fund and accepted by the Underwriter
upon the understanding that (a) upon the request of the Underwriter, the Fund
will prepare, execute and file such applications for registration and
qualification of the Shares as are required by federal and state law in such
amounts as the Underwriter reasonably may determine, (b) the distribution of the
Shares to the public be effected by the Underwriter or through various
securities dealers, and (c) the distribution of the Shares shall be done in such
manner that the Fund shall be under no responsibility or liability to any person
whatsoever on account of the acts and statements of any such person or their
agents or employees. The Underwriter shall have the sole right to select the
security dealers to whom the Shares will be offered by it and, subject to
express provisions of this Agreement, the Declaration of Trust, By-Laws and the
Fund's then current Registration Statement, to determine the terms and prices in
any contract for the sale of Shares to any dealer made by it as such agent for
the Fund.
2. UNDERWRITER AS EXCLUSIVE AGENT. The Underwriter shall be the exclusive
agent for the Fund for the sale of the Shares and the Fund agrees that it will
not sell any Shares to any person except to fill orders for the Shares received
through the Underwriter, provided, however, that the foregoing exclusive right
shall not apply to: (a) Shares issued or sold in connection with the merger or
consolidation of any other investment company with the Fund or the acquisition
by purchase or otherwise of all or substantially all the outstanding shares of
any such company by the Fund, (b) Shares which may be offered by the Fund to its
shareholders for reinvestment of cash distributed from capital gains or net
investment income of the Fund, or such gains or income paid in the form of
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Shares, or (c) Shares which may be issued to shareholders of other investment
companies who exercise the exchange and/or cross-investment privileges set forth
in the Fund's then current Registration Statement.
3. SALES TO DEALERS. The Underwriter shall have the right to sell the
Shares to dealers, as needed (making reasonable allowance for clerical errors
and errors of transmission), but not more than the Shares needed to fill
unconditional orders for Shares placed with the Underwriter by dealers. In every
case the Fund shall receive the net asset value for the Shares sold, determined
as provided in Paragraph 4 hereof. The Underwriter shall notify the Fund at the
close of each business day of the number of Shares sold during each day.
4. DETERMINATION OF NET ASSET VALUE. The net asset value of each series or
class of shares shall be determined by the Fund or the Fund's custodian, or such
officer or officers or other persons as the Board of Trustees of the Fund may
designate. The determinations shall be made once a day on each day that the New
York Stock Exchange is open for a full business day and in accordance with the
method set forth in the Fund's then current Registration Statement.
5. PUBLIC OFFERING PRICE. The public offering price of each series or
class of Shares shall be the net asset value per Share (as determined by the
Fund) of the outstanding Shares of such series or class, plus any applicable
sales charge as described in the Fund's then current Registration Statement. The
Fund shall furnish (or arrange for another person to furnish) the Underwriter
with quotations of public offering prices on each business day.
6. REPURCHASE AND REDEMPTION OF SHARES.
(a) The Fund appoints and designates the Underwriter as agent of the Fund,
and the Underwriter accepts such appointments as such agent, to redeem or
repurchase for retirement the Shares in accordance with the provisions of the
Declaration of Trust and By-Laws of the Fund.
(b) In connection with such redemptions or repurchases the Fund authorizes
and designates the Underwriter to take any action, to make any adjustments in
net asset value (including the deduction of a contingent deferred sales charge,
if applicable, as provided in Paragraph 8 hereof) and to make any arrangements
for the payment of redemption or repurchase price authorized or permitted to be
taken or made as set forth in the By-Laws and the Fund's then current
Registration Statement.
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(c) The authority of the Underwriter under this Paragraph 6 may, with the
consent of the Fund, be re-delegated in whole or in part to another person or
firm.
(d) To the extent permitted by law and applicable regulations, the
authority granted in this Paragraph 6 may be suspended by the Fund at any time
or from time to time until further notice to the Underwriter.
7. ALLOCATION OF EXPENSES. The Underwriter (or one of its non-investment
company affiliates) shall bear the cost of printing and disseminating sales
material or literature, as well as the costs of printing and disseminating
prospectuses and shareholder reports used in connection with the sale of the
Shares except, as discussed below, to the extent that such materials are being
sent to existing shareholders or the Fund has agreed to bear the cost of such
expenses under a Plan (as defined in Paragraph 8 hereof). The Fund shall bear
all expenses related to communications with its existing shareholders, including
the costs of preparing, printing and mailing prospectuses, statements of
additional information, proxy materials and other materials sent to such
shareholders.
8. COMPENSATION. As compensation for providing services under this
Agreement, the Underwriter shall retain the sales charge, if any (including a
contingent deferred sales shares, if applicable), on purchases or, if
applicable, on redemption of Shares as set forth in the Fund's then current
Registration Statement. With regard to purchases, the Underwriter is authorized
to collect the gross proceeds derived from the sale of the Shares, remit the net
asset value thereof to the Fund upon receipt of the proceeds and retain the
sales charge, if any. With regard to redemptions, the Underwriter is authorized
to retain the contingent deferred sales charge, if any, imposed on the
redemption of Shares as may be authorized by the Board of Trustees and set forth
in the Fund's then current Registration Statement. The Underwriter may reallow
any or all of such sales charges to such dealers as it may from time to time
determine. Whether a sales charge shall be retained by the Underwriter shall be
determined in accordance with the Fund's then current Registration Statement and
applicable law. The Underwriter may also receive from the Fund a distribution
and/or service fee at the rate and under the terms and conditions of any plan or
plans of distribution (collectively and singularly, "Plan") as have been or may
be adopted by the Fund, subject to any further limitations on such fee as the
Board of Trustees may impose.
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9. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective upon
the date hereabove written, provided that, with respect to any series or class
of Shares created after the date of this Agreement, this Agreement shall not
take effect unless such action has first been approved by vote of a majority of
the Board of Trustees and by vote of a majority of those trustees of the Fund
who are not interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related
thereto (all such trustees collectively being referred to herein as the
"Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such action.
10. TERMINATION OF AGREEMENT. This Agreement shall continue in effect for
two years from its effective date. Thereafter, this Agreement shall continue
automatically for successive periods of twelve months each only as long as such
continuance is approved, at least annually, by the Board of Trustees of the
Fund, including a majority of the Independent Trustees, voting in person at a
meeting called for the purpose of voting on such approval. This Agreement may be
terminated by either party hereto upon (30) days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
assignment by the Underwriter, as the term "assignment" is defined by the
Investment Company Act of 1940, as amended ("1940 Act"), unless the Securities
and Exchange Commission ("SEC") has issued an order exempting the Fund and the
Underwriter from the provisions of the 1940 Act which would otherwise have
effected the termination of this Agreement. Termination of this Agreement with
respect to a given Fund shall not affect the continued validity of this
Agreement or the performance thereunder with respect to any other Fund.
11. AMENDMENTS. No amendment to the Agreement shall be executed or become
effective unless its terms have been approved: (a) by a majority of the Trustees
of the Fund, or (b) by the vote of a majority of the outstanding voting
securities of the Fund and, in either case, by a vote of a majority of the
Independent Trustees.
12. LIMITATION OF LIABILITY. The Underwriter agrees to use its best
efforts in effecting the sale and public distribution of the Shares through
dealers and in performing its duties in redeeming and repurchasing the Shares,
but nothing contained in this Agreement shall make the Underwriter or any of its
officers, directors or shareholders liable for any loss sustained by the Fund or
any of its officers, trustees or shareholders, or by any other person on account
of any act done or omitted to be done by the Underwriter under this Agreement,
provided that nothing contained herein shall protect the Underwriter against any
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liability to the Fund of to any of its shareholders to which the Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties as Underwriter or by reason of its
reckless disregard of its obligations or duties as Underwriter under this
Agreement. Nothing in this Agreement shall protect the Underwriter from any
liabilities which it may have under the Securities Act of 1933, as amended
("1993 Act"), or the ▇▇▇▇ ▇▇▇.
13. DEFINITIONS. The terms "assignment," "interested person", and
"majority of the outstanding voting securities" shall have the meanings given to
them by Section 2(a) of the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, regulation or order. Additionally, the term
"Registration Statement" shall mean the registration statement most recently
filed by the Fund with the SEC and effective under the 1940 Act and 1933 Act, as
such Registration Statement is amended from time to time, and the terms
"Prospectus" and "Statement of Additional Information" shall mean, respectively,
the form of prospectus(es) and statement(s) of additional information with
respect to the Fund filed by it as part of the Registration Statement.
14. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof, and in accordance with the 1940 Act. To the extent that
the applicable laws of the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.
15. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be blinding
upon and shall inure to the benefit of the parties hereto and their respective
successors.
16. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
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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 FUNDS
BY: /s/ ▇▇▇▇▇▇▇ ▇. Head
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▇▇▇▇▇▇▇ ▇. Head
President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Assistant Secretary
FIRST INVESTORS CORPORATION
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Assistant Secretary
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UNDERWRITING AGREEMENT
SCHEDULE A
CURRENT LIST OF FUNDS
First Investors Equity Funds
First Investors Global Fund
First Investors Blue Chip Fund
First Investors Special Situations Fund
First Investors Total Return Fund
First Investors All-Cap Growth Fund
First Investors Focused Equity Fund
First Investors Growth & Income Fund
First Investors Mid-Cap Opportunity Fund
First Investors Value Fund
First Investors Income Funds
First Investors Cash Management Fund
First Investors Fund For Income
First Investors Government Fund
First Investors Investment Grade Fund
First Investors Tax Exempt Funds
First Investors Insured Tax Exempt Fund II
First Investors Insured Tax Exempt Fund
First Investors Arizona Insured Tax Free Fund
First Investors California Insured Tax Free Fund
First Investors Colorado Insured Tax Free Fund
First Investors Connecticut Insured Tax Free Fund
First Investors Florida Insured Tax Free Fund
First Investors Georgia Insured Tax Free Fund
First Investors Maryland Insured Tax Free Fund
First Investors Massachusetts Insured Tax Free Fund
First Investors Michigan Insured Tax Free Fund
First Investors Minnesota Insured Tax Free Fund
First Investors Missouri Insured Tax Free Fund
First Investors New Jersey Insured Tax Free Fund
First Investors North Carolina Insured Tax Free Fund
First Investors Ohio Insured Tax Free Fund
First Investors Oregon Insured Tax Free Fund
First Investors Pennsylvania Insured Tax Free Fund
First Investors Virginia Insured Tax Free Fund
First Investors Insured Intermediate Tax Exempt Fund
First Investors Tax-Exempt Money Market Fund
First Investors New York Insured Tax Free Fund