FIRST INVESTORS EQUITY FUNDS
FIRST INVESTORS LIFE SERIES FUNDS
SUBADVISORY AGREEMENT
Agreement made as of the 19th day of January 2011, as amended May 17, 2012, by
and among FIRST INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the
"Adviser"), VONTOBEL ASSET MANAGEMENT, INC., a New York corporation (the
"Subadviser"), FIRST INVESTORS EQUITY FUNDS and FIRST INVESTORS LIFE SERIES
FUNDS (collectively, the "Trusts"), each 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 19, 2011 (the "Advisory Agreement") with each Trust, pursuant to which
the Adviser acts as investment adviser of each Series of each Trust (the
"Series"); and
WHEREAS, the Adviser and each Trust desire to retain the Subadviser to provide
investment advisory services to First Investors International Fund, a series of
First Investors Equity Funds, and First Investors Life Series International
Fund, a series of First Investors Life Series Funds, and the Subadviser is
willing to render such investment advisory services (hereinafter, "Series"
shall refer to each Series of each 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 each Trust's Board of Trustees, the Subadviser shall
manage the investment operations and such portion of the assets
of a particular Series that is allocated to it by the Adviser,
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 (A) each 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 a Series, (B) instructions and directions of the
Adviser and of the Board of Trustees of the Trusts, and (C)
requirements of the 1940 Act, the Internal Revenue Code of 1986,
as amended, as applicable to each 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 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 each Series, or approved by the Trusts' 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 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 Trusts 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 Trusts' Board of Trustees such periodic and
special reports as the Board of Trustees of the Trusts 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 a 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 Trusts,
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 Trusts when, in its
opinion, a significant event has occurred that
may not be reflected in the market values of
such securities.
(viii) Consultation with Other Subadvisers. The
Subadviser agrees that it will not consult with
any other Subadviser for either Trust or Series
concerning any transaction by the Series in
securities or other assets.
(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 each Series required by Rule 31a-1
under the 1940 Act. The Subadviser agrees that all records
that it maintains for each Series are the property of the
Trusts and the Subadviser will surrender promptly to the Trusts
any of such records upon the Trusts' 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 Trusts with reasonable
evidence that, with respect to its activities on behalf of each
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 Trusts' compliance
program.
2. Adviser's Duties. The Adviser shall continue to have responsibility
for all other services to be provided to the Trusts and each 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 each Trust, as filed with the Delaware
Secretary of State;
(b) the By-Laws of each Trust;
(c) certified resolutions of the Board of Trustees of each Trust
authorizing the appointment of the Adviser and the Subadviser
and approving the form of this Agreement;
(d) each 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 each 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
each 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 Trusts
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
Trusts 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 Trusts, 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
each Trust or by vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of a 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.
Termination of this Agreement with respect to a given Trust
shall not affect the continued validity of this Agreement or
the performance thereunder with respect to the other Trust.
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.
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 each Series or the public, which refer to
the Subadviser or its clients in any way.
9. Exclusivity. 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 either Series, except as agreed
upon in writing between the Adviser and the Subadviser, which agreement
will not be unreasonably withheld by the Adviser.
10. Amendments. This Agreement may be amended by mutual consent, subject
to approval by the Trusts' Board of Trustees and each Series'
shareholders to the extent required by the 1940 Act.
11. Governing Law. This Agreement shall be governed by the laws of the
State of New York.
12. 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.
13. 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.
14. 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.
15. 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 COMPANY, INC.
Attest:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Secretary Title: President
FIRST INVESTORS EQUITY FUNDS, on behalf of First Investors International Fund
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary Title: President
FIRST INVESTORS LIFE SERIES FUNDS, on behalf of First Investors Life Series
International Fund
Attest:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary Title: President
Attest: VONTOBEL ASSET MANAGEMENT, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer Title: President
SCHEDULE A*
The fee paid to the Subadviser under this Agreement for managing that portion
of the assets of First Investors International Fund allocated to it by the
Adviser shall be computed in the following manner.
1. The daily net assets of First Investors International Fund shall be
aggregated with the net assets (if any) of First Investors Life Series
International Fund that are being managed by the Subadviser;
2. An aggregate fee shall then be computed on the sum as if the two Series were
combined using the following schedule:
a. 0.50% of the first $100 million;
b. 0.35% of the next $100 million; and
c. 0.30% of the next $800 million; and
d. 0.25% on the balance over $1 billion.
3. The fee payable under this Agreement with respect to First Investors
International Fund shall then be computed by multiplying the aggregate fee by
the ratio of the net assets of First Investors International Fund to the sum
of the net assets of both Series that are being managed by the Subadviser.
The fee paid to the Subadviser under this Agreement for managing that portion
of the assets of First Investors Life Series International Fund allocated to
it by the Adviser shall be computed in the following manner.
1. The daily net assets of First Investors Life Series International Fund
shall be aggregated with the net assets (if any) of First Investors
International Fund that are being managed by the Subadviser;
2. An aggregate fee shall then be computed on the sum as if the two Series
were combined using the following schedule:
a. 0.50% of the first $100 million;
b. 0.35% of the next $100 million; and
c. 0.30% of the next $800 million; and
d. 0.25% on the balance over $1 billion.
3. The fee payable under this Agreement with respect to First Investors Life
Series International Fund shall then be computed by multiplying the aggregate
fee by the ratio of the net assets of First Investors Life Series International
Fund to the sum of the net assets of both Series that are being managed by the
Subadviser.
* The Subadviser is compensated based on the assets it manages. Each Series'
cash balance is managed by the Adviser and as such is excluded from the daily
net assets of a Series for purposes of calculating the subadvisory fee.