FIRST INVESTORS EQUITY FUNDS
SUBADVISORY AGREEMENT
Agreement made as of the 7th day of May, 2007, 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
statutory trust.
W I T N E S S E T H:
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement dated January 27th, 2006 (the "Advisory Agreement") with the
Trust, pursuant to which the Adviser acts as investment adviser of each
Series of each Trust (the "Series"); and
WHEREAS, the Adviser and the Trust desire to retain the Subadviser to
provide investment advisory services to First Investors Select Growth Fund,
a series of the Trust, and the Subadviser is willing to render such
investment advisory services (hereinafter, "Series" shall refer to the
Series of the Trust 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 Trust's Board of Trustees, the Subadviser shall manage the investment
operations and such portion of the assets of the Series that is allocated
to it by the Adviser, in accordance with the 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 the 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 (A) the Trust's Declaration of Trust, as amended and restated from
time to time, By-Laws, and the Prospectus and Statement of Additional
Information applicable to the Series, (B) instructions and directions of
the Adviser and of the Board of Trustees of the Trust, and (C) requirements
of the Investment Company Act of 1940, as amended (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 the Series, the Subadviser shall
place orders with or through such persons, brokers, dealers or futures
commission merchants 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 the
Series, or approved by the Trust's Board of Trustees, (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 the 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 Trust 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 Trust's
Board of Trustees such periodic and special reports as the Board of
Trustees of the Trust may reasonably request.
(v) Transaction Reports. The Subadviser shall provide the custodian of
the Series on each business day with information relating to all
transactions concerning the Series' assets and shall provide the Adviser
with such information upon the Adviser's request.
(vi) Trust Policies. The Subadviser will comply with all policies and
procedures of the Trust, including the portfolio holdings information
policy.
(vii) Significant Events. The Subadviser will monitor the securities
owned by the Series for potential significant events that could affect
their values and notify the Trust when, in its opinion, a significant
event has occurred that may not be reflected in the market values of such
securities.
(b) Subadviser's Directors, Officers and Employees. Services to be
furnished by the Subadviser under this Agreement may be furnished through
any of its directors, officers or employees. The Subadviser shall notify
the other parties to this Agreement of any change in the Subadviser's
management or ownership 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 that it maintains for the Series are the property of the
Trust and the Subadviser will surrender promptly to the Trust any of such
records upon the Trust'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, Errors & Omissions Policy, and Compliance Program.
The Subadviser will provide the Trust with reasonable evidence that, with
respect to its activities on behalf of the Series, the Subadviser is (i)
maintaining adequate fidelity bond and errors &
omissions insurance, (ii) has adopted a compliance program that meets the
requirements of the federal securities laws, including all required codes
of ethics, and (iii) has designated a Chief Compliance Officer in
accordance with the requirements of the federal securities laws. The
Subadviser shall also make such compliance reports and certifications as
are required by the Trust's compliance program.
2. Adviser's Duties. The Adviser shall continue to have
responsibility for all other services to be provided to the Trust and the
Series pursuant to the Advisory Agreement and shall oversee and review the
Subadviser's performance of its duties under this Agreement.
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 Declaration of Trust of the Trust, as filed with the Delaware
Secretary of State;
(b) the By-Laws of the Trust;
(c) certified resolutions of the Board of Trustees of the Trust authorizing
the appointment of the Adviser and the Subadviser and approving the form of
this Agreement;
(d) the Trust's Registration Statement on Form N-1A under the 1940 Act and
the Securities Act of 1933, as amended ("1933 Act"), pertaining to the
Series, as filed with the Securities and Exchange Commission; and
(e) the Prospectus and Statement of Additional Information pertaining to
the 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 Agreement, a fee which is
computed daily and paid monthly from the Series' assets at the annual rates
set forth in the attached Schedule A. If this Agreement becomes effective
or terminates 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 Trust and the 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 Trust or its officers, Trustees 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 Trust, 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 that 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, without the payment of any penalty, by the Board of Trustees
of the Trust or by vote of a majority of the outstanding voting securities
(as defined in the ▇▇▇▇ ▇▇▇) of the 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 ▇▇▇▇ ▇▇▇) or upon the termination of the Advisory Agreement.
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 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 to engage in any other business or to render
services of any kind to any other corporation, firm, individual or
association. The Subadviser agrees not to manage the assets of any
non-affiliated third party investment company that has investment
objectives and policies substantially similar to the investment objectives
and policies employed by the Series without first providing written notice
of such activity to the Adviser.
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.
9. Amendments. This Agreement may be amended by mutual consent,
subject to approval by the Trust's Board of Trustees and the 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/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By:/S/ ▇▇▇▇▇▇▇ ▇. HEAD
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ S. Head
Secretary Chairman & President
FIRST INVESTORS EQUITY FUNDS, on behalf
of First Investors Select Growth Fund
Attest:
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By:/S/ ▇▇▇▇▇▇▇ ▇. HEAD
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ S. Head
Assistant Secretary 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
Attest:
/S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Managing Director Managing Member
SCHEDULE A
The fee paid to the Subadviser under this Agreement for managing that
portion of the assets of First Investors Select Growth Fund, a series of
First Investors Equity Funds, allocated to it by the Adviser shall be
computed in the following manner: 0.40% per annum on the first $50 million
in managed assets; 0.30% per annum on the next $200 million in managed
assets; and 0.25% per annum on all balances over $250 million in managed
assets.