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"), XXXXX ASSET MANAGEMENT GROUP, L.P., a Delaware limited partnership
(the "Subadviser"), and FIRST INVESTORS LIFE SERIES FUNDS ("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 19, 2011 (the "Advisory Agreement") with the Trust, pursuant to which
the Adviser acts as investment adviser of each Series of the Trust (the
"Series"); and
WHEREAS, the Adviser and the Trust desire to retain the Subadviser to provide
investment advisory services to First Investors Life Series Select Growth 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
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.
(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 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 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. 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 COMPANY, INC.
Attest:
/s/ Xxxxx Xxxxxx Xxxxx By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxxx Xxxxx Name: Xxxxx Xxxxx
Title: Secretary Title: President
Attest: FIRST INVESTORS LIFE SERIES FUNDS, on behalf of First Investors
Life Series Select Growth Fund
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxx
Title: Secretary Title: President
XXXXX ASSET MANAGEMENT GROUP, L.P., a Delaware limited partnership
By: Dallas Advisors, LLC,
a Delaware limited liability company,
its general partner
Attest:
/s/ Xxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxx X. Xxxx Name: Xxxxxxx X. Xxxxx
Title: Partner Title: Managing Member
SCHEDULE A*
The fee paid to the Subadviser under this Agreement for managing that
portion of the assets of First Investors Life Series Select Growth Fund
allocated to it by the Adviser shall be computed in the following manner.
1. The daily net assets of First Investors Life Series Select Growth Fund
shall be aggregated with the net assets (if any) of First Investors Select
Growth Fund that are being managed by Xxxxx 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 Life
Series Select Growth Fund shall then be computed by multiplying the aggregate
fee by the ratio of the net assets of First Investors Life Series Select Growth
Fund to the sum of the net assets of both Series that are being managed by
Xxxxx Group.
* The Subadviser is compensated based on the assets it manages. The Series'
cash balance is managed by the Adviser and as such is excluded from the daily
net assets of the Series for purposes of calculating the subadvisory fee.
