FIRST INVESTORS SERIES FUND
SUBADVISORY AGREEMENT
Agreement made as of this 8th day of March, 2005, by and among FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the "Adviser"),
PARADIGM CAPITAL MANAGEMENT, INC. (the "Subadviser"), and FIRST INVESTORS
SERIES FUND (the "Fund"), a Massachusetts business trust and a diversified
open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), on behalf of First
Investors Special Situations Fund.
W I T N E S S E T H:
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement dated June 13, 1994 (the "Advisory Agreement") with the Fund,
pursuant to which the Adviser acts as investment adviser of each series of
the Fund; and
WHEREAS, the Adviser and the Fund each desire to retain the Subadviser to
provide investment advisory services to First Investors Special Situations
Fund, a series of the Fund, and the Subadviser is willing to render such
investment advisory services.
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
Fund's Board of Trustees, the Subadviser shall manage the investment
operations and such portion of the assets of First Investors Special
Situations Fund (the "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 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 the
(A) Fund's Declaration of Trust, as amended and restated from time to time,
its 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 Fund, and (C) requirements of 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 Fund'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 Fund 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 Fund's Board
of Trustees such periodic and special reports as the Board of Trustees of the
Fund 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) Fund Policies. The Subadviser will comply with all policies and
procedures of the Fund, including the portfolio holdings information policy.
(vii) Significant Events. The Subadviser will monitor the securities owned
by the Fund for potential significant events that could affect their values
and notify the Fund 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 Fund and
the Subadviser will surrender promptly to the Fund any of such records upon
the Fund'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 Fund 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 Fund's compliance program.
2. Adviser's Duties. The Adviser shall continue to have responsibility
for all other services to be provided to the Fund 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 the Fund, as filed with the Massachusetts
Department of Assessment and Taxation;
(b) the By-Laws of the Fund;
(c) certified resolutions of the Board of Trustees of the Fund authorizing
the appointment of the Adviser and the Subadviser and approving the form of
this Agreement;
(d) the Fund'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 Fund 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 Fund 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 Fund, 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
Fund or by vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) 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 0000 Xxx) 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.
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. 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 the Series.
10. Amendments. This Agreement may be amended by mutual consent, subject
to approval by the Fund's Board of Trustees and the 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:
By: /s/ Xxxxxxx X. Head /s/ Xxxxx Xxxxxx Xxxxx
Xxxxxxx S. Head, Chairman & President Xxxxx Xxxxxx Xxxxx, Secretary
FIRST INVESTORS SERIES FUND, on behalf of
First Investors Special Situations Fund
Attest:
By: /s/ Xxxxxxx X. Head /s/ Xxxxx Xxxxxx Xxxxx
Xxxxxxx S. Head, Chairman & President Xxxxx Xxxxxx Xxxxx, Secretary
PARADIGM CAPITAL MANAGEMENT, INC.
Attest:
By: /s/ Xxxxxxx Xxxx Xxxx /s/ Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxx Xxxx, Chief Executive Officer Xxxxxxxxx Xxxxxx, Assistant
SCHEDULE A
The fee paid to the Subadviser under this Agreement for managing that portion
of the assets of First Investors Special Situations Fund allocated to it by
the Adviser shall be computed in the following manner.
1. The daily net assets of First Investors Special Situations Fund and
Life Series Discovery Fund shall first be added together;
2. An aggregate fee shall then be computed on the sum as if the two
funds were combined using the following schedule:
a. 0.40% of the first $50 million;
b. 0.30% of the next $200 million; and
c. 0.25% on the balance over $250 million.
3. The fee payable under this Agreement shall then be computed by
multiplying the aggregate fee by the ratio of the net assets of First
Investors Special Situations Fund to the sum of the net assets of both funds.
The balance of the aggregate fee will be paid pursuant to a separate
subadvisory agreement among the Adviser, the Subadviser, and First Investors
Life Series Fund. First Investors Special Situations Fund shall have no
responsibility for any obligation arising under that agreement.
Dated: March 8, 2005
