FIRST INVESTORS SERIES FUND II, INC.
ORGANIZATION EXPENSE REIMBURSEMENT AGREEMENT
This Agreement is made this 10th day of August, 1992, between First
Investors Series Fund II, Inc. ("Fund") and First Investors Management Company,
Inc. ("FIMCO").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended; and
WHEREAS, there have been and will be certain organizational expenses
incurred as a part of such organization, which are properly expenses of the
Fund, that have been and will in the future be paid by FIMCO by reason of the
fact that the Fund was not or will not be capitalized when such expenses
otherwise became or become due and payable; and
WHEREAS, such organizational expenses include expenses necessary to
organize and incorporate the Fund in the state of Maryland and its necessary
relationships and legal qualifications such as to allow it to commence business
and operations, including, but not limited to, such expenses as fees of the
Fun's outside legal counsel, Securities and Exchange Commission filing and
registration fees, and independent public accountant fees (such expenses
hereinafter referred to as "Organizational Expenses").
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, it is agreed as follows:
1. The Fund shall reimburse and pay to FIMCO the amounts expended by FIMCO
as and for Organizational Expenses for the Fund.
2. Such reimbursement shall be paid by the Fund to FIMCO upon its demands,
without interest, and in no event later than five years from the commencement of
operations of the Fund. Upon demand for payment, FIMCO shall present copies of
invoices, receipts, canceled checks or other evidence of payment by them for the
Organization Expenses for which reimbursement is demanded.
FIRST INVESTORS SERIES FUND II, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
FIRST INVESTORS MANAGEMENT COMPANY, INC.
BY: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
