AMENDMENT NO. 1 TO
FIRST INVESTORS EQUITY FUNDS
SUBADVISORY AGREEMENT
AMENDMENT NO. 1, dated as of the 26th day of July, 2007 to the
Subadvisory Agreement ("Amendment No. 1"), by and among FIRST INVESTORS
MANAGEMENT COMPANY, INC., a New York corporation (the "Adviser"), ▇▇▇▇▇
ASSET MANAGEMENT GROUP, L.P., a Delaware limited partnership (the
"Subadviser"), and FIRST INVESTORS EQUITY FUNDS (the "Trust"), a Delaware
business trust.
Effective as of July 26th, 2007, the Adviser, the Subadviser and
the Trust agree to modify and amend the Subadvisory Agreement (the
"Agreement") dated as of May 7, 2007 as follows:
1. Schedule A. Schedule A to the Agreement 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/ ▇▇▇▇▇▇▇ ▇. HEAD
▇▇▇▇▇▇▇ ▇. Head, Chairman & President
▇▇▇▇▇ ASSET MANAGEMENT GROUP, L.P., a
Delaware limited partnership
By: SAMG Partners, L.P., a Texas limited
partnership, its general partner
By: Dallas Advisors, LLC, a Delaware
limited liability company, its general
partner
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Managing Member
FIRST INVESTORS EQUITY FUNDS, on behalf
of First Investors Select Growth Fund
By: /S/ ▇▇▇▇▇▇▇ ▇. HEAD
▇▇▇▇▇▇▇ ▇. Head, President
SCHEDULE A
The fee paid to the Subadviser under this Agreement for managing that
portion of the assets of First Investors Select Growth Fund allocated to it
by the Adviser shall be computed in the following manner.
1. The daily net assets of First Investors Select Growth Fund shall be
aggregated with the net assets (if any) of First Investors Life Series
Select Growth Fund that are being managed by the ▇▇▇▇▇ Group;
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% on the first $50 million;
b. 0.30% on the next $200 million; and
c. 0.25% on all balances over $250 million.
3. The fee payable under this Agreement with respect to First
Investors Select Growth Fund shall then be computed by multiplying the
aggregate fee by the ratio of the net assets of First Investors Select
Growth Fund to the sum of the net assets of both Series that are being
managed by the ▇▇▇▇▇ Group.