As filed with the Securities and Exchange Commission on April 28, 1998
Registration No. 2-10946
811-575
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 72
To
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF A UNIT INVESTMENT TRUST
REGISTERED ON FORM N-8B-2
PURSUANT TO THE INVESTMENT
COMPANY ACT OF 1940
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
(Name of Trust)
FIRST INVESTORS CORPORATION
(Name of Depositor)
95 Wall Street
New York, New York 10005
(Complete address of depositor's principal
executive offices)
Mr. Larry R. Lavoie
Secretary and General Counsel
First Investors Corporation
95 Wall Street
New York, New York 10005
(Name and complete address of agent for service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
It is proposed that this filing will become effective on April 30, 1998 pursuant
to paragraph (b) of Rule 485.
<PAGE>
TABLE OF CONTENTS
TO FORM S-6
Contents of Post-Effective Amendment No. 72 to Registration Statement of First
Investors Single Payment and Periodic Payment Plans for the Accumulation of
Shares of First Investors Global Fund, Inc.
1. The Facing Page
2. The undertaking to file reports
3. The Signature Page
4. The following Exhibits:
99.A1 Custodian Agreement
99.A3B Specimen Associate's Agreement
99.A5 Plan Certificate
99.A6 Certificate of Incorporation and
By-laws of FIC
99.A8 Agreement between Sponsor and Underwriter
99.A10 Application Forms
99.1 Removable Declaration of Trust
99.2 Opinion of Counsel
99.6 Consent of Accountants
99.7 Powers of Attorney
<PAGE>
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC PAYMENT
PLANS FOR THE ACCUMULATION OF SHARES OF FIRST INVESTORS
GLOBAL FUND, INC.
Cross-Reference Sheet
N-8B-2
Item No. Location
- -------- --------
1-8 Organizational and General Front Cover; Concerning the Sponsor,
Information First Investors Corporation; Concerning
the Duties of the Custodian and the
Sponsor; Registration and Legality of
Offering; Agreements
9 Material Litigation Not Applicable
10 General Information Concerning Rights and Privileges of Planholders;
the Securities of the Trust Method of Investing Payments and
and the Rights of Holders Distributions; Method of Selling Shares
in the Event of Partial Liquidation or
Complete Termination; Income Dividends
and Capital Gains Distributions;
Substitution of Other Shares as the
Underlying Investment of the Plans;
Termination of the Plans
11-12 Information Concerning the Front Cover; Underlying Investment;
Securities Underlying the Concerning the Duties of the Custodian
Trust's Securities and the Sponsor; Agreements
13 Information Concerning Loads, Statistical Data Applicable to First
Fees, Charges and Expenses Investors Plans; Allocation of Monthly
Payments and Deductions; Deductions
Single Payment Plans; Combined Plans for
Discount; Letter of Intent; Agreements;
Other Deductions From Assets or
Distributions; Rights and Privileges of
Planholders; Termination of Plans
<PAGE>
N-8B-2
Item No. Location
- -------- --------
14-24 Information Concerning the Operation of a Periodic Payment Plan;
Operations of the Trust Single Payment Plan; Method of Investing
Payments and Distributions; Termination
of Plans; Other Deductions From Assets
or Distributions; Rights and Privileges
of Planholders; Concerning the Duties of
the Custodian and the Sponsor;
Concerning the Sponsor, First Investors
Corporation
25-27 Organization and Operations of Concerning the Sponsor, First Investors
Depositor Corporation
28 Officials and Affiliated Concerning the Sponsor, First Investors
Persons of Depositor Corporation; General
29 Companies Owning Securities of General
Depositor
30 Controlling Persons Not Applicable
31-34 Compensation of Officers and Concerning the Sponsor, First Investors
Directors of Depositor Corporation
35-38 Distribution of Securities Agreements; Statistical Data Applicable
to First Investors Plans
41-43 Information Concerning Concerning the Sponsor, First Investors
Principal Underwriter Corporation; General
44-45 Offering Price or Acquisition Pertinent Provisions of the Prospectus
Valuation of Securities of the of First Investors Global Fund, Inc.
Trust (File No. 2-71911) incorporated herein
by reference
46 Redemption Valuation of Pertinent Provisions of the Prospectus
Securities of the Trust of First Investors Global Fund, Inc.
(File No. 2-71911) incorporated herein
by reference
47 Purchase and Sale of Interests
in Underlying Securities from
and to Security Holders
<PAGE>
48-50 Information Concerning the Concerning the Duties of the Custodian
Trustee or Custodian Rights and the Sponsor; Custodian, Bookkeeping
and Privileges of Shareholders; and Maintenance Fees; Other Deductions
Method of Investing Payments From Assets or Distributions
and Distributions; Method of
Selling Shares in the Event of
Partial Liquidation or Complete
Termination
51 Information Concerning Not Applicable
Insurance of Holders of
Securities
52 Policy of Registrant Substitution of Other Shares as the
Underlying Investment of the Plans;
Rights and Privileges of Planholders
53 Regulated Investment Company Tax Status
54-58 Financial and Statistical Illustration of a Plan Under First
Information Investors Corporation Contractual Plans
for the Accumulation of Shares of First
Investors Global Fund, Inc.;
59 Financial Statements Financial Statements and Report of
Independent Certified Public Accountants
<PAGE>
First Investors Single Payment and Periodic Payment Plans for the Accumulation
of Shares of First Investors Global Fund, Inc.
First Investors Corporation ("FIC" or "Sponsor"), as Sponsor, offers the
following long term investment program providing for investment in First
Investors Global Fund, Inc. (the "Fund").
SINGLE PAYMENT PLANS-The sales charge on these Plans, as a percent of the
offering price, ranges from 6.25% on a $1,000 Plan to 2.50% on a $500,000 but
under $1,000,000 Plan, which is 6.67% to 2.56%, respectively, of the net amount
invested. The sales charge is the only deduction from the initial investment.
There is no sales charge on single payment plans of $1,000,000 or more. This
plan is also subject to maintenance and custodian fees.
PERIODIC PAYMENT PLANS-These Plans provide for regular monthly payments for
10 or 15 years. The sales charge on 10-Year Plans ranges from 6.15% on $6,000
Plans ($50 per month) to 4.40% on $120,000 Plans ($1,000 per month) of total
payments and from 6.76% to 4.61% of the net amount invested, respectively. Total
deductions range from 10.07% to 4.88% of the net amount invested, respectively.
Plans in excess of $120,000 are subject to a sales charge of 4.40% (reducing to
3.40% on Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and
1.40% on Plans of $1,000,000 and over). Plans are also subject to maintenance
and custodian fees.
The sales charge on 15-Year Plans ranges from 6.15% on $9,000 Plans ($50
per month) to 4.40% on $180,000 Plans ($1,000 per month) of total payments and
from 6.77% to 4.61% of the net amount invested, respectively. Total deductions
range from 10.08% to 4.88% of the net amount invested, respectively. Plans in
excess of $180,000 are subject to a sales charge of 4.40% (reducing to 3.40% on
Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and 1.40% on
Plans of $1,000,000 and over). Plans are also subject to maintenance and
custodian fees.
A double initial payment is required on all Periodic Payment Plans. The
Planholder's net payments, after deducting all applicable fees, are invested in
Class A shares ("shares") of the Fund at net asset value. The value of Fund
shares is subject to fluctuation in accordance with the market value of the
securities it holds for investment. Furthermore, the provisions of the Periodic
Payment Plans are such that a substantial part of the costs of the Plan is
charged the first year: in fact, 50% of the first 13 monthly payments is
deducted as a sales charge. For example, even after application of the "refund
privileges" described herein under "Refund Privileges," total charges of a
minimum Periodic Payment Plan would amount to 15% of total payments if the Plan
were carried for any period of time between forty-five days and twenty-eight
months. Moreover, if such a minimum Plan were carried for nineteen months, total
charges would amount to 37.14% of total payments under the 10-year Plan and
37.75% under the 15-year Plan; they would amount to 29.16% and 30.07%,
respectively, under the 10- and 15-year Plans, if carried for two years.
Therefore, a loss would likely be incurred in the event of early withdrawal or
termination by a Planholder. Consideration should be given to these factors by a
prospective Planholder who should be reasonably certain of his or her ability to
continue the Plan to completion before considering this long-term investment
program.
Shares of the Fund may also be purchased outright at a sales charge not in
excess of 6.25%, without penalty for early termination or payment of the
maintenance and custodian fees and service charges applicable to the Plans
offered hereby. (See the Fund's prospectus and "Statistical Data Applicable to
First Investors Plans" in this Prospectus.) Direct purchases of Fund shares
enable the investor to put more of his or her money to work immediately and over
the life of the Fund account than would be possible under the life of the
Periodic Payment Plans offered hereby. Prepayment of all or any part of the
first 13 payments under a Periodic Payment Plan produces a smaller net
investment after deduction of applicable charges than would result from direct
investment of the same amount in Fund shares. Such prepayment would increase
possible loss in the event of early termination. An investor has (a) a 45-day
right of withdrawal, and (b) a right to
<PAGE>
receive during the first 18 months of the Plan the value of his or her account
and a portion of the sales charges paid prior to his or her withdrawal. For a
full discussion of these withdrawal rights, see "Refund Privileges" in this
Prospectus.
This Prospectus sets forth concisely the information about the Plans that a
prospective investor should know before investing and should be kept for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUS FOR FIRST INVESTORS GLOBAL FUND, INC.
The date of this Prospectus is April 30, 1998
2
<PAGE>
Allocation of Monthly Payments and Deductions* 10-Year Plans
<TABLE>
<CAPTION>
MAINTENANCE
SALES CHARGE AND PERCENTAGE
-------------------------------------------- CUSTODIAN RELATIONSHIP
From From Each FEES* OF TOTAL CHARGES
Each of Subse- % of Sales --------------- ------------------
Aggregate the First quent Total Charge to Fee Per Net To To Net
Monthly Amount of 13 Monthly Monthly Sales Aggregate Pay- Total Total Investment Aggregate Invest-
Payments Payments Payments** Payment Charge Payments ment Fee Charges in Fund Payments ment
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 6,000 $ 24.75 $ .44 $ 368.83 6.15% $1.50 $180.00 $ 548.83 $ 5,451.17 9.15% 10.07%
75.00 9,000 37.00 .68 553.76 6.15 2.00 240.00 793.76 8,206.24 8.82 9.67
100.00 12,000 49.50 .88 737.66 6.15 2.00 240.00 977.66 11,022.34 8.15 8.87
125.00 15,000 62.00 1.09 922.63 6.15 2.00 240.00 1,162.63 13,837.37 7.75 8.40
150.00 18,000 74.50 1.29 1,106.53 6.15 2.00 240.00 1,346.53 16,653.47 7.48 8.09
167.00 20,040 82.95 1.44 1,232.43 6.15 2.00 240.00 1,472.43 18,567.57 7.35 7.93
175.00 21,000 87.25 1.47 1,291.54 6.15 2.00 240.00 1,531.54 19,468.46 7.29 7.87
200.00 24,000 99.50 1.71 1,476.47 6.15 2.00 240.00 1,716.47 22,283.53 7.15 7.70
225.00 27,000 112.00 .65 1,525.55 5.65 2.50 300.00 1,825.55 25,174.45 6.76 7.25
250.00 30,000 124.50 .71 1,694.47 5.65 2.50 300.00 1,994.47 28,005.53 6.65 7.12
300.00 36,000 149.50 .85 2,034.45 5.65 2.50 300.00 2,334.45 33,665.55 6.48 6.93
350.00 42,000 174.50 .98 2,373.36 5.65 2.50 300.00 2,673.36 39,326.64 6.37 6.80
400.00 48,000 199.50 1.11 2,712.27 5.65 2.50 300.00 3,012.27 44,987.73 6.28 6.70
425.00 51,000 161.50 6.12 2,754.34 5.40 2.50 300.00 3,054.34 47,945.66 5.99 6.37
500.00 60,000 190.00 7.20 3,240.40 5.40 2.50 300.00 3,540.40 56,459.60 5.90 6.27
750.00 90,000 280.00 11.40 4,859.80 5.40 2.50 300.00 5,159.80 84,840.20 5.73 6.08
1,000.00# 120,000 325.00 9.86 5,280.02 4.40 2.50 300.00 5,580.02 114,419.98 4.65 4.88
</TABLE>
* After a period of ten years from the date of a Plan or in the event no
payment has been made for a period of one year, the Plan is subject to
annual maintenance and custodian fees of 25/100 of 1% per year of the total
agreed payments (minimum $3.00 and maximum $30.00 per year) deducted from
dividend and capital gain distributions (whether paid in cash or additional
Fund shares) or from the proceeds of the redemption of Fund shares to the
extent that dividend and capital gain distributions are insufficient.
** A double initial payment is required on all Periodic Payment Plans and
deductions from this payment are double. The next regular scheduled payment
becomes due one month from the date of the initial payment.
# Periodic Payment Plans of larger denominations may be issued subject to
deductions for sales charges of 4.40% on Plans of $120,000 and over, 3.40%
on Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and
1.40% on Plans of $1,000,000 and over. Deductions will be made on the same
proportionate basis as in the $1,000 per month Plan and maintenance and
custodian fees will be $300. Information regarding the sales charges and
fees for larger denomination Plans will be made available to prospective
investors upon request.
3
<PAGE>
Allocation of Monthly Payments and Deductions* 15-Year Plans
<TABLE>
<CAPTION>
MAINTENANCE
SALES CHARGE AND PERCENTAGE
-------------------------------------------- CUSTODIAN RELATIONSHIP
From From Each FEES* OF TOTAL CHARGES
Each of Subse- % of Sales --------------- ------------------
Aggregate the First quent Total Charge to Fee Per Net To To Net
Monthly Amount of 13 Monthly Monthly Sales Aggregate Pay- Total Total Investment Aggregate Invest-
Payments Payments Payments** Payment Charge Payments ment Fee Charges in Fund Payments ment
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000 $ 24.75 $1.39 $ 553.88 6.15% $1.50 $270.00 $ 823.88 $ 8,176.12 9.15% 10.08%
75.00 13,500 37.00 2.09 830.03 6.15 2.00 360.00 1,190.03 12,309.97 8.82 9.67
100.00 18,000 49.50 2.78 1,107.76 6.15 2.00 360.00 1,467.76 16,532.24 8.15 8.88
125.00 22,500 62.00 3.46 1,383.82 6.15 2.00 360.00 1,743.82 20,756.18 7.75 8.40
150.00 27,000 74.50 3.34 1,526.28 5.65 2.00 360.00 1,886.28 25,113.72 6.99 7.51
167.00 30,060 82.95 3.71 1,697.92 5.65 2.00 360.00 2,057.92 28,002.08 6.85 7.35
175.00 31,500 87.25 3.87 1,780.54 5.65 2.00 360.00 2,140.54 29,359.46 6.80 7.29
200.00 36,000 99.50 4.43 2,033.31 5.65 2.00 360.00 2,393.31 33,606.69 6.65 7.12
225.00 40,500 112.00 4.98 2,287.66 5.65 2.50 450.00 2,737.66 37,762.34 6.76 7.25
250.00 45,000 124.50 5.53 2,542.01 5.65 2.50 450.00 2,992.01 42,007.99 6.65 7.12
300.00 54,000 149.50 5.82 2,915.44 5.40 2.50 450.00 3,365.44 50,634.56 6.23 6.65
350.00 63,000 174.50 6.79 3,402.43 5.40 2.50 450.00 3,852.43 59,147.57 6.11 6.51
400.00 72,000 199.50 7.75 3,887.75 5.40 2.50 450.00 4,337.75 67,662.25 6.02 6.41
500.00 90,000 190.00 14.31 4,859.77 5.40 2.50 450.00 5,309.77 84,690.23 5.90 6.27
600.00 108,000 200.00 12.89 4,752.63 4.40 2.50 450.00 5,202.63 102,797.37 4.82 5.06
750.00 135,000 205.00 19.61 5,939.87 4.40 2.50 450.00 6,389.87 128,610.13 4.73 4.97
1,000.00# 180,000 250.00 27.96 7,919.32 4.40 2.50 450.00 8,369.32 171,630.68 4.65 4.88
</TABLE>
* After a period of fifteen years from the date of a Plan or in the event no
payment has been made for a period of one year, the Plan is subject to
annual maintenance and custodian fees of 25/100 of 1% per year of the total
agreed payments (minimum $3.00 and maximum $30.00 per year) deducted from
dividend and capital gain distributions (whether paid in cash or additional
Fund shares) or from the proceeds of the redemption of Fund shares to the
extent that dividend and capital gain distributions are insufficient.
** A double initial payment is required on all Periodic Payment Plans and
deductions from this payment are double. The next regular scheduled payment
becomes due one month from the date of the initial payment.
# Periodic Payment Plans of larger denominations may be issued subject to
deductions for sales charges of 4.40% on Plans of $180,000 and over, 3.40%
on Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and
1.40% on Plans of $1,000,000 and over. Deductions will be made on the same
proportionate basis as in the $1,000 per month Plan and maintenance and
custodian fees will be $450. Information regarding the sales charges and
fees for larger denomination Plans will be made available to prospective
investors upon request.
4
<PAGE>
Allocation of Payments at Various Stages ($6,000 10-Year $50 Monthly Plan)
<TABLE>
<CAPTION>
(At the End of 10 Years) (At the End of 2 Years) (At the End of 1 Year) (At the End of 6 Months)
------------------------ ----------------------- ---------------------- ------------------------
% of Amount % of Amount % of Amount % of Amount
Amount of Payments Amount of Payments Amount of Payments Amount of Payments
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Payments.................... $6,000.00 100.00% $1,250.00** 100.00% $650.00** 100.00% $350.00** 100.00%
Amount of Sales Charge............ 368.83 6.15 327.03 26.16 321.75 49.50 173.25 49.50
Maintenance and Custodian Fees*... 180.00 3.00 37.50 3.00 19.50 3.00 10.50 3.00
Total deductions.................. 548.83 9.15+ 364.53 29.16 341.25 52.50 183.75 52.50
Net Amount Invested............... 5,451.17 90.85 885.47 70.84 308.75 47.50 166.25 47.50
</TABLE>
+ 10.07% of net amount invested
Allocation of Payments at Various Stages ($9,000 15-Year $50 Monthly Plan)
<TABLE>
<CAPTION>
(At the End of 10 Years) (At the End of 2 Years) (At the End of 1 Year) (At the End of 6 Months)
------------------------ ----------------------- ---------------------- ------------------------
% of Amount % of Amount % of Amount % of Amount
Amount of Payments Amount of Payments Amount of Payments Amount of Payments
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Payments.................... $9,000.00 100.00% $1,250.00** 100.00% $650.00** 100.00% $350.00** 100.00%
Amount of Sales Charge............ 553.88 6.15 338.43 27.07 321.75 49.50 173.25 49.50
Maintenance and Custodian Fees*... 270.00 3.00 37.50 3.00 19.50 3.00 10.50 3.00
Total deductions.................. 823.88 9.15+ 375.93 30.07 341.25 52.50 183.75 52.50
Net Amount Invested............... 8,176.12 90.85 874.07 69.93 308.75 47.50 166.25 47.50
</TABLE>
+ 10.06% of net amount invested
* Reference is made to tables on Pages 3 and 4 and "Other Deductions" for
maintenance and custodian fees on Periodic Payment Plans after completion
of payments and annual charges for special administrative duties.
** Reflects equivalent of one additional monthly payment because of the
required double initial payment.
For Comparison of Cost of FIC Contractual Plan versus An Open Account in the
Same Underlying Fund See "Statistical Data Applicable to First Investors Plans."
THE PLANS
First Investors Single Payment and Periodic Payment Plans for the
Accumulation of Shares of First Investors Global Fund, Inc. (each, a "Plan") is
a long-term investment program. The Sponsor of the Plan is First Investors
Corporation ("Sponsor"). The custodian is The Bank of New York ("Custodian").
Plan payments, after the deduction of all applicable fees, are invested at net
asset value in Class A shares of First Investors Global Fund, Inc. (the "Fund"),
an open-end diversified management investment company. The Fund primarily seeks
long-term capital growth and secondarily seeks to earn a reasonable level of
current income (see "Underlying Investment").
Periodic Payment Plans
Periodic Payment Plans provide for regular and systematic monthly
investment over a period of either ten or fifteen years. From the investor's
viewpoint, the operation of the Plan is extremely simple. Once the investor
understands the Plan and decides to adopt it, the investor need only decide how
much to pay regularly-it can be as little as $50 per month, or as much as $1,000
per month or more, limited to 120 or 180 payments. The investor can then decide
the most convenient time to make regular payments. The investor will also
probably choose to name a beneficiary by completing a Declaration of Trust.
These questions settled, with the assistance of a First Investors
5
<PAGE>
registered representative, the investor completes the appropriate Plan
application, writes out a check to the order of The Bank of New York, Custodian,
to cover the first payment (the initial payment requires a sum representing two
monthly payments), and the First Investors registered representative will submit
the application and check to Administrative Data Management Corp. for
processing. After the approval of the application by the Sponsor, a First
Investors Periodic Payment Plan Certificate will be forwarded to the investor.
Following the double initial payment, subsequent Plan payments must be made
through First Investors Money Line or Automatic Payroll Investment, as described
below.
First Investors Money Line. This service allows you to invest through
automatic deductions from your bank checking account. You must complete and sign
the First Investors Money Line portion of the Plan application in order to
participate in this service. Any loss or expense incurred by the Sponsor or any
delinquency in Plan payments resulting from insufficient funds in the
Planholder's checking account or otherwise will be the Planholder's liability.
You may decrease the amount or discontinue this service at any time by calling
Administrative Data Management Corp. at 1-800-423-4026 or writing to
Administrative Data Management Corp., 581 Main Street, Woodbridge, NJ
07095-1198, Attention: Control Dept. To increase the amount, send a written
request to Administrative Data Management Corp. at the address noted above.
Allow up to 5 days for processing your request. Please include the Plan name and
account number whenever writing to Administrative Data Management Corp.
Automatic Payroll Investment. You also may arrange for automatic Plan
payments on a systematic basis through salary deductions, provided your employer
has direct deposit capabilities. You must complete and sign the Automatic
Payroll Investment portion of the Plan application in order to participate in
this service. Arrangements must also be made with your employer's Payroll
Department. You may change the amount invested or discontinue the service by
contacting your employer.
When a Planholder's payment is received, the Sponsor will determine the
authorized deductions and the number of full and fractional shares of the Fund
to be acquired and will credit the requisite shares to the Planholder's account.
To the extent that there are shares to be sold for other Planholders on the same
day, new shares purchased will be offset by shares sold. The price paid for
shares is the net asset value of shares of the Fund next determined after
receipt of such payment. See the Fund's Prospectus for information as to the
procedure for computing net asset value. Unless privileges of termination are
exercised by the Planholder or the Sponsor, each Plan shall continue in force
for a period of at least twenty years for a ten-year Periodic Payment Plan and
twenty-five years for a fifteen-year Periodic Payment Plan.
Single Payment Plans
Single Payment Plans are also available, whereby an investor may make a
single investment of $1,000 or more, with larger Plans available in $100
multiples. These Plans, providing for the same underlying investment as the
Periodic Payment Plans, offer the investment diversification, supervision and
research facilities of the Fund in a single investment with an option to have
dividend and capital gain distributions, if any, after authorized deductions,
paid in additional Fund shares without sales charge, or if income is desired, to
have the net amount of dividend and capital gain distributions, if any,
remitted. The investor may name a beneficiary by completing a Declaration of
Trust.
6
<PAGE>
Single Payment Plans are subject to a sales charge as follows:
Percent of Sales Charge
--------------------------
To Net
To Total Investment in
Amount of Payment Payments Fund Shares
- ----------------- -------- ------------
Less than $25,000................................ 6.25% 6.67%
$25,000 but under $50,000........................ 5.75 6.10
$50,000 but under $100,000....................... 5.50 5.82
$100,000 but under $250,000...................... 4.50 4.71
$250,000 but under $500,000...................... 3.50 3.63
$500,000 but under $1,000,000.................... 2.50 2.56
There is no sales charge on transactions of $1 million or more.
Maintenance and custodian fees are charged against Single Payment Plans in
an amount of 25/100 of 1% annually of the single payment (minimum $3.00 and
maximum $30.00) deducted from dividend and capital gain distributions (whether
paid in cash or additional Fund shares) or from the proceeds of the redemption
of Fund shares to the extent that dividend and capital gain distributions are
insufficient.
Reduced Sales Charge. Two or more Single Payment Plans, when purchased at
the same time by a corporation, partnership, individual, an investor for his or
her own account, or for the investor, the investor's spouse and children under
age 21, or by a trustee or other fiduciary of a single trust estate or account
may be combined to attain a reduced sales charge. This privilege does not apply
to a group of individuals who combine their funds directly or indirectly for the
purchase of Plans.
Upon written notice to the Sponsor, Single Payment Plans are also available
at a quantity discount on new Single Payment Plans purchased if the then current
value at net asset value of all shares of the Fund, First Investors Government
Fund, Inc., First Investors High Yield Fund, Inc., First Investors Fund For
Income, Inc. and/or First Investors Insured Tax Exempt Fund, Inc. previously
purchased and then owned under Single Payment Plans, plus the face amount of the
Single Payment Plan being purchased, amount to $25,000 or more. Such quantity
discounts may be modified or terminated at any time by the Sponsor.
UNDERLYING INVESTMENT
The Fund, an open-end diversified management investment company, primarily
seeks long-term capital growth and secondarily seeks to earn a reasonable level
of current income. The Fund seeks to achieve these objectives by investing,
under normal circumstances, in common stocks, preferred stocks and bonds and
other debt obligations issued by companies or governments of at least three
countries, including the United States. Investors should refer to the Fund's
Prospectus for a detailed description of the Fund's investment objectives and
policies. There is no assurance that the Fund's objectives will be achieved.
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OTHER DEDUCTIONS
The Plan provides that there may be deducted from the assets of the
Planholder, fees or expenses as follows:
After the expiration of a period of ten years (or fifteen years for a
15-Year Plan) from the date of a Plan, or prior to the expiration of such
period, if there has been a lapse of one year from the date of the Planholder's
last payment that makes a Plan one year or more delinquent, a charge for
bookkeeping and administrative services will be made in monthly, quarterly or
semiannual installments, at the rate of 25/100 of 1% per annum of the total
agreed payments, subject to a minimum annual charge of $3 and a maximum of $30.
This fee shall be deductible from dividend and capital gain distributions
(whether paid in cash or additional Fund shares) or from the proceeds of the
redemption of Fund shares to the extent that dividend and capital gain
distributions are insufficient.
In the case of an assignment, release of an assignment, transfer of
ownership, partial withdrawal or liquidation or complete withdrawal and
termination from a non-retirement plan account (if made before completion of
Plan payments or before the expiration of 10 years from the date of issuance of
a Single Payment Plan), certain transfers or replacement of lost Plan
certificates, and reinvestment of partial liquidations, a specified service fee
of $2.25 is charged. In the case of a partial withdrawal or liquidation or
complete withdrawal and termination from a retirement plan account, a specified
service fee of $7.00 is charged. For a retirement Plan transfer, Plan
certificate transfer or replacement, reinvestment of a partial liquidation or
complete withdrawal and termination from a retirement Plan account, such fee may
be paid directly by the Planholder or deducted from the proceeds of the
redemption of Fund shares, if desired. For an assignment or release of an
assignment, such fee must be paid directly by the Planholder.
After one year from the issuance of a Single Payment Plan or after the
thirteenth payment has been made on a Periodic Payment Plan, a charge of up to
$5.00 will be deducted on an annual basis from dividend or capital gain
distributions (whether paid in cash or additional Fund shares) or from the
proceeds of the redemption of Fund shares to the extent that dividend and
capital gain distributions are insufficient. This charge is to reimburse the
Sponsor for actual expenses incurred by the Sponsor in performing certain
administrative duties, as described under "Sponsor and Underwriter." (See the
Plan's Statement of Operations for Delegated Service Fees.) Some administrative
services are performed by the Fund at no expense to shareholders.
The foregoing fees mentioned for bookkeeping and administrative services
and for specific services are paid, as are the maintenance and custodian service
fees deducted from periodic payments, to the Sponsor as reasonable compensation
for the Sponsor's performing such services. The Sponsor reserves the right to
change the fees charged to Planholders.
Neither the Custodian nor the Sponsor shall be personally liable for any
taxes levied or assessed against them or either of them with respect to Fund
shares in the custody of the Custodian, or arising from the income therefrom or
redemption or transfer thereof. Deductions may be made from time to time to pay
tax liabilities and claims therefor, and if necessary, Fund shares may be
redeemed to provide funds for the payment of such liabilities or the creation of
reserves therefor. The term "tax liability" includes not only taxes and possible
taxes but also auditing expenses and counsel fees incurred in connection
therewith.
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RIGHTS AND PRIVILEGES OF PLANHOLDERS
Each Plan issued is registered in the name of the Planholder and is in the
form of an individual agreement between First Investors Corporation, as Sponsor
of the Plan, and the Planholder. The Bank of New York is appointed Custodian
under each agreement. The Custodian performs only bare custodianship functions,
while the Sponsor has assumed bookkeeping and administrative functions as set
forth under the heading "Sponsor and Underwriter." No amendment adversely
affecting outstanding Plans may be made without the Planholder's express
consent.
Certain optional provisions are extended to Planholders, including rights
in the following respects:
(1) Dividends and Other Distributions
Dividends and other distributions received by Planholders are dependent
upon the distributions made by the Fund. Dividends from net investment income
(consisting of interest, earned discount and other income earned on portfolio
securities less expenses) are generally declared and paid annually. Unless you
direct Administrative Data Management Corp. otherwise, dividends declared by the
Fund are paid in additional Fund shares at net asset value (without sales
charge) generally determined as of the close of business on the business day
immediately following the record date of the distribution. The Fund also
distributes substantially all of its net capital gain (the excess of net
long-term capital gain over net short-term capital loss) and net short-term
capital gain, if any, and net realized gains from foreign currency transactions,
after deducting any available capital loss carryovers, with its regular dividend
at the end of the year. Unless you direct Administrative Data Management Corp.
otherwise, these distributions are paid in additional Fund shares at the net
asset value (without sales charge) generally determined as of the close of
business on the business day immediately following the record date of the
distribution. Dividends and other distributions paid in Fund shares are added to
your Plan account.
In order to be eligible to receive a dividend or other distribution, you
must own Fund shares as of the close of business on the record date of the
distribution. You may elect to receive dividends and/or other distributions in
cash by notifying Administrative Data Management Corp. by telephone or in
writing prior to the record date. If you elect this form of payment, the payment
date generally is two weeks following the record date of any such distribution.
Your election remains in effect until you revoke it. Reference is made to the
Fund's Prospectus for additional information as to the payment of dividends and
capital gain distributions by the Fund.
(2) Declaration of Trust
A Planholder may, without transferring his or her Plan, execute and file
with the Sponsor from time to time revocable Declarations of Trust in a form
acceptable to the Sponsor, declaring that the Plan and the Fund shares held
thereunder are held in trust for the benefit of the person or persons named in
such Declaration of Trust upon the terms therein stated. Declarations of Trust
are not available to UGMA or UTMA accounts.
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(3) Partial Liquidation Without Termination
After six months from the date of purchase of a Single Payment Plan and
after making 20 payments or the equivalent thereof on a Periodic Payment Plan, a
Planholder may at any time withdraw a portion of the Fund shares in his or her
Plan account without terminating the Plan. In addition, if six months or more
have elapsed from the date of a substantial prepayment on a Periodic Payment
Plan (at least equal to initial payments 1-13), a Planholder may at any time
redeem a portion of the Fund shares in his or her account without terminating
the Plan. The liquidation must be for at least $50 and cannot be in excess of
80% of the value of the Planholder's account. The proceeds of the redemption of
Fund shares or the Fund share certificate will be mailed to the Planholder or
designee of the Planholder. Requests for partial liquidations must be in writing
as more fully described under "Method of Selling Shares." Where a partial
liquidation has been effected through the redemption of Fund shares, the
Planholder may reinvest in his or her existing Plan in an amount equal to the
proceeds of such redemption by sending a check payable to The Bank of New York,
Custodian, c/o First Investors Corporation, 581 Main Street, Woodbridge, New
Jersey 07095, Attention: Non-Retirement Dept. Such funds will be applied to the
purchase of Fund shares at a net asset value based on the next price computation
and held under the Planholder's account. The number of Fund shares may be more
or less than the amount redeemed due to the purchase price in effect at the time
the reinvestment is made. Where a partial liquidation has been effected through
the withdrawal of Fund shares, rather than the redemption, such shares may at
any time be replaced by redepositing the share certificate with the Custodian
c/o First Investors Corporation, 581 Main Street, Woodbridge, NJ 07095. (There
is a fee, currently $2.25, for each partial liquidation or reinvestment.)
Reinvestment of such partial liquidation will be made only upon written request
of the Planholder accompanied by the appropriate payment. The partial
liquidation and reinvestment privilege is intended to facilitate the temporary
use for emergency purposes of funds invested in a Plan. If a Planholder realizes
a gain on liquidation, such gain is taxable for Federal income tax purposes even
though all of such proceeds are reinvested.
(4) Transfer or Assignment
A Planholder may (a) assign his or her Plan and the Fund shares held
thereunder to a bank or loan institution as security for a loan; or (b) transfer
and assign his or her Plan and Fund shares to another person, in the form and
manner acceptable to the Sponsor. If assignment is made without consent of the
Sponsor it will not be recorded on the records of the Plan. (There is a fee,
currently $2.25, for each assignment or transfer.)
(5) Complete Withdrawal and Termination
A Planholder of a Single Payment Plan or Periodic Payment Plan may, at any
time, terminate his or her Plan by surrendering the Plan Certificate and other
required documents, where applicable, to Administrative Data Management Corp.,
581 Main Street, Woodbridge, New Jersey 07095, Attention: Non-Retirement Dept.
and may request delivery of the Fund shares accumulated, registered in his or
her name, or request their redemption and remittance to the Planholder of the
proceeds of such redemption. (There is a fee, currently $2.25, for withdrawal or
liquidation prior to completion of Periodic Payment Plans or before expiration
of ten years for Single Payment Plans.) Requests for termination and complete
liquidation or withdrawal must be in writing. Please refer to "Method of Selling
Shares" for instructions on making a complete withdrawal or termination. Any
adjustment in sales or other charges occasioned by virtue of termination by the
Planholder through the exercise of the refund privileges (see "Refund
Privileges") will be made at the same
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time. The redemption price is the net asset value of Fund shares effective after
receipt of the request in "good order," as defined below, by Administrative Data
Management Corp., 581 Main Street, Woodbridge, New Jersey 07095.
(6) Reports, Receipts and Notices
The Sponsor will mail to each Periodic Payment Planholder a receipt of each
payment, including a statement of the number of shares held for his or her
account, and notices of payments due in advance of their due date. The
Planholder will also be sent annual and semi-annual reports of the Fund,
distribution notices and tax statements relating to the Plan (TIN 13-3094384),
and at least annually a current Fund Prospectus.
(7) Voting Rights
The Planholder will be sent notice of any meeting at which his or her Fund
shares may be voted and will be sent voting instruction forms. The Sponsor will
cause the Custodian to vote any Planholder's shares in accordance with the
Planholder's instructions, or if the Planholder so requests, to give him or her
a proxy or otherwise arrange for his or her exercise of voting rights at any
meeting. If the Planholder does not exercise any of the above privileges, the
Sponsor will cause the Custodian to vote his or her Fund shares for or against
each matter on which the Planholder is entitled to vote, in the same proportion
as indicated in the voting instructions given the Custodian on behalf of other
Planholders.
(8) Prepayment
Planholders of Periodic Payment Plans may accelerate completion of a Plan
by making full or partial payments in advance of their due dates. Such
prepayments do not in any way accelerate the due dates of unpaid payments.
Unpaid payments will be considered to be due on that date on which they would
have originally been required if all prior payments (whether or not in fact made
in advance) had been made when they were respectively due. In the event the
Planholder makes a payment aggregating twelve or more monthly payments, the
deductions therefrom for maintenance and custodian fees will be reduced by 50%
of the scheduled fees. A Planholder considering advance payments should keep in
mind that direct purchases of Fund shares enable the investor to put more of his
or her money to work immediately and over the life of the Fund account than
would be possible under the life of a Plan offered hereby.
(9) Refund Privileges
Within 45 days after the issuance of the Plan Certificate, Planholders of
Periodic Payment Plans will receive a statement of charges to be deducted from
the projected Plan payments and a notice of his or her right to withdraw from
the Plan. Planholders electing to exercise this right of withdrawal will receive
a full refund of all charges deducted from payments made plus the net asset
value of Fund shares accumulated in his or her Plan account, provided the
Planholder surrenders his or her Plan Certificate to the Sponsor, First
Investors Corporation, 581 Main Street, Woodbridge, New Jersey 07095, Attention:
Non-Retirement Dept., so that it is received within 45 days after the mailing to
the Planholder of such withdrawal notice. Please refer to "Method of Selling
Shares" for instructions on making requests for refunds of sales charges.
If a Planholder misses any three payments (which need not be consecutive)
among the first
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fifteen payments due under his or her Plan or any one payment thereafter, but
prior to the 18th payment, the Planholder will receive a separate written notice
informing the Planholder of (1) the right to surrender his or her Plan
Certificate, (2) the value of his or her Plan account at the time of the mailing
of the notice, and (3) the amount to which he or she is entitled. Moreover, the
Planholder has a right to request a refund of the portion of the sales charges
which exceeds 15% of the gross payments he or she has made plus the then net
asset value of the Fund shares accumulated in his or her Plan account, provided
the Planholder surrenders his or her Plan Certificate so that it is received by
the Sponsor at the address in the preceding paragraph within 18 months of the
date the Plan Certificate was issued. Planholders will be sent notices setting
forth these refund privileges not less than 30 days and not more than 60 days
prior to the expiration of the 18 month right to receive a refund.
(10) Completion of Plan
Upon completion of all Plan payments, the Planholder may elect to terminate
the Plan or have the Fund shares accumulated under the Plan held in his or her
Plan account.
A Planholder who elects to terminate the Plan account may either receive
the proceeds from the redemption of the Fund shares held in his or her account
or transfer those shares to a Fund account. Reference is made to "Method of
Selling Shares" for instructions on how to terminate a Plan. Planholders who
elect to receive the proceeds from the redemption of Fund shares will realize a
gain or loss for Federal income tax purposes.
As soon as possible after the close of each calendar year, the Planholder
will be advised of the amount and nature of the distributions declared on his or
her behalf during such year. Planholders who elect to have their investment
remain in their Plan account may make no more payments or contributions into the
account. Dividend and capital gain distributions will continue to be paid on the
Fund shares held in the Planholder's account and annual maintenance and
custodian fees will continue to be deducted from the Planholder's account.
METHOD OF SELLING SHARES
A Planholder may, by written request filed with the Sponsor, direct the
redemption of some but not all of the Fund shares credited to his or her Plan
account or, upon surrender of the Plan Certificate, terminate the Plan and
direct the redemption of all of his or her shares. The Sponsor will cause
payment to be made by check within seven days after the written request for
liquidation or termination "in good order" is received by Administrative Data
Management Corp. Requests for liquidation or termination should be addressed to
Administrative Data Management Corp., 581 Main Street, Woodbridge, New Jersey
07095-1198, Attention: Non-Retirement Department. "Good order" means that the
request for liquidation or termination must include:
(1) a letter of instruction specifying the account number, the name of the
Plan and the number of Fund shares or dollar amount to be redeemed. This request
must be signed by all registered Planholder(s) in the exact name(s) in which the
account is registered;
(2) required signature guarantees;
(3) in the case of termination requests only, the Plan Certificate, if one
was issued; and
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<PAGE>
(4) other supporting legal documents, as required by Administrative Data
Management Corp. In the case of estates, trusts, guardianships, custodianships,
corporations, partnerships or other organizations, additional information may be
required. Please call Administrative Data Management Corp. at 1-800-423-4026 for
further information.
If information is missing, your request is ambiguous or the value of your
account is less than the amount indicated on your request, the redemption will
not be processed. Administrative Data Management Corp. will seek additional
information and process the redemption on the day it receives such information.
If the shares being redeemed were recently purchased by check, payment may
be delayed to verify that the check has been honored, which may take up to
fifteen days from date of purchase.
Signature Guarantees. A signature guarantee is designed to protect you, the
Plan and its agents. Each Plan reserves the right to require signature
guarantees in order to process certain transaction requests. A notary public is
not an acceptable guarantor. Call Shareholder Services at 1-800-423-4026 for
instances when signature guarantees are required.
The redemption price of Fund shares will be the net asset value per share
next determined after receipt by Administrative Data Management Corp. of the
request "in good order," as noted above. To the extent that there are offsetting
new purchases on the same day for the accounts of other Planholders, redemptions
will be netted against those purchases. If, on any business day, there are more
shares offered for redemption than required for new purchases, the excess will
be presented to the Fund for redemption or repurchase at the next determined net
asset value. For a discussion of emergency pricing practices when FIC's
Woodbridge offices are unable to open for business due to an emergency, see the
Fund's Statement of Additional Information. The right to receive cash, however,
may be suspended during any period when the Fund shall have suspended the right
to redeem its shares. The Fund's Board of Directors may suspend the right of
redemption or postpone the date of payment during any period when (a) trading on
the New York Stock Exchange ("NYSE") is restricted as determined by the
Securities and Exchange Commission ("Commission") or the NYSE is closed for
other than weekends and holidays, (b) the Commission has by order permitted such
suspensions, or (c) an emergency, as defined by rules of the Commission, exists
during which time the sale of portfolio securities or valuation of securities
held by the Fund are not reasonably practicable. For additional information
regarding redemption rights and suspension thereof, refer to the Fund's
Prospectus.
TERMINATION OF PLAN BY THE SPONSOR
Either the Sponsor or the Custodian may, but is not required to, terminate
a Plan as hereinafter provided, after:
a) the expiration of 20 years from the date of inception of a Single
Payment Plan;
b) the expiration of 20 years from the date of inception of a Periodic
Payment Plan providing for 120 payments over 10 years; or
c) the expiration of 25 years from the date of inception of a Periodic
Payment Plan providing for 180 payments over 15 years.
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If a Planholder fails to make a Plan payment on or before the due date, he
or she will be considered in default. Should any Planholder continue in default
for a period of two years or more, the Sponsor may terminate his or her Plan as
hereinafter provided. As a matter of policy the power to terminate because of
default will usually be exercised only when the default has continued over a
comparatively long period and the dividend and capital gain distributions on the
Fund shares are insufficient to cover maintenance and custodian charges.
If the Sponsor or the Custodian shall determine to exercise its right to
terminate any Plan for the reasons noted above, the Sponsor will mail to the
Planholder at his or her address noted on its records a notice of termination.
Within 60 days of the date of such notice of termination, the Planholder must
surrender the Plan Certificate to the Sponsor and elect to receive either: (a) a
share certificate for the amount of full Fund shares and the proceeds of any
fractional Fund share accumulated in his or her Plan account or; (b) the
proceeds from the redemption of all Fund shares in the account. If the
Planholder fails to so elect, the Sponsor may, without further notice, either:
(a) cause the issuance of a share certificate in the Planholder's name for the
amount of full Fund shares accumulated in his or her Plan account and the
redemption of any fractional Fund share; or (b) cause the redemption of all Fund
shares in the Plan account. The Sponsor will hold the share certificate or the
net proceeds from the redemption of Fund shares for delivery or payment to the
Planholder upon surrender of the Plan Certificate. If the Planholder does not
surrender his or her Plan Certificate after an additional 60 days, the Sponsor
may, without receiving a Plan Certificate, mail to the Planholder at his or her
address noted on its records either: (a) a share certificate for the amount of
full Fund shares and a check for the fractional Fund share; or (b) a check
representing the net proceeds of the redemption of all Fund shares in the Plan
account Reference is made to the Fund's Prospectus for the method of redeeming
share certificates. Planholders who elect to receive the proceeds from the
redemption of Fund shares will realize a gain or loss for Federal income tax
purposes.
Furthermore, a Planholder who does not make the regularly scheduled second
payment within a period of 60 days after it becomes due shall be considered in
default. In such event, the Sponsor reserves the right to terminate the Plan by
giving the Planholder written notice and refunding the entire initial payment,
less deductions, upon surrender of the Plan Certificate.
Reference is made to "Other Deductions" relative to charges made after
completion of ten or fifteen years or in cases of default. Such deductions that
cannot be satisfied from distributions available will be made from the
redemption of Fund shares held in the Planholder's account.
No interest will be payable on funds held for Planholders pending surrender
of Plan Certificates. Any assets undelivered to the Planholder shall be held by
the Custodian in custody, subject to disposition under applicable state law.
Any notice required or permitted to be given to the Planholder shall be
conclusively deemed to have been given when such notice is enclosed in an
envelope, addressed to the Planholder at the Planholder's address, as noted on
the records, and deposited in the United States Mail, postage prepaid. The date
of the mailing of such notice shall be deemed to be the date of giving such
notice.
EXCHANGES OF PLANS
You may exchange, at relative net asset value of the Fund, shares from any
other single or periodic payment plan of the same type and denomination for
which FIC is the Sponsor without
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paying an additional sales charge. If a Planholder elects to exercise this
exchange privilege, he or she pays the same sales charge on additional payments,
and has the same rights and privileges, under the new plan as under the current
plan. Exchanges can only be made from accounts registered to identical owners.
Additionally, the Plan must be available for sale in the state where you reside.
A $10.00 exchange fee is charged for each such exchange. A check for the fee may
be submitted to Administrative Data Management Corp. If the exchange fee is not
submitted with the request, it will be deducted from your Plan account. In
addition, the $2.25 redemption fee applicable to Plan liquidations (see "Other
Deductions") is charged for each exchange.
Before exchanging your Plan, you should read the Prospectus for the
underlying Fund investment into which the exchange is to be made. You may obtain
this Prospectus and information with respect to which plans qualify for the
exchange privilege free of charge by calling Shareholder Services at
1-800-423-4026. Exchange requests received in "good order" by Administrative
Data Management Corp., 581 Main Street, Woodbridge, New Jersey 07095, Attention:
Non-Retirement Dept., before the close of regular trading on the NYSE, generally
4:00 P.M. (New York City time), will be processed at the net asset value of the
underlying Fund shares determined as of the close of regular trading on the NYSE
on that day; exchange requests received after that time will be processed on the
following trading day.
Exchanges should be made for investment purposes only. A pattern of
frequent exchanges may be contrary to the best interests of the Fund's other
shareholders. Accordingly, the Sponsor has the right, at its sole discretion, to
limit the amount of an exchange, impose a holding period, reject any exchange,
or, upon 60 days' notice, materially modify or discontinue the exchange
privilege. The Sponsor in consultation with the Funds' investment adviser, will
consider all relevant factors in determining whether a particular frequency of
exchanges is contrary to the best interests of the Fund and its other
shareholders. Any such restriction will be made by the Sponsor on a prospective
basis only, upon notice to the Planholder not later than ten days following such
Planholder's most recent exchange.
An exchange between Plans will result in a taxable gain or loss to you,
depending on whether the redemption proceeds from the underlying Fund shares are
more or less than your adjusted basis for the Plan you are presently
participating in (which normally includes the sales charges paid under such
Plan). Please refer to "Taxes" and the applicable Fund's Prospectus.
SUBSTITUTION OF OTHER SHARES AS
THE UNDERLYING INVESTMENT OF THE PLAN
Subject to prior approval of the Commission, the Sponsor may, whenever the
Sponsor deems it to be in the best interest of the Planholders, substitute other
shares as the underlying investment of the Plan. Such substitution may include
shares previously purchased or may affect only shares to be purchased. Shares to
be substituted must be generally comparable to the shares previously purchasable
under the Plan and as a matter of policy will be limited to shares registered
with the Commission. Before any substitution may be made by the Sponsor it
shall:
(1) Apply for and receive prior approval from the Securities and Exchange
Commission permitting such substitution under the provisions of Section 26(b) of
the Investment Company Act of 1940, as amended;
(2) Notify the Custodian of the proposed substitution;
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<PAGE>
(3) Give written notice of the proposed substitution to the Planholders,
describing the new shares and notifying them that unless they surrender their
Plan Certificates to the Sponsor for termination within 30 days, they will be
conclusively deemed to have authorized the substitution; and
(4) In the case of substitution of new shares for shares previously
purchased, furnish new shares which have an aggregate net asset value at least
equal to the aggregate value of the shares previously purchased, based on their
published or quoted bid price.
Unless the Sponsor shall receive from the Planholder, within 30 days from
the date of the Sponsor's notice, written notice that he or she desires to make
a complete withdrawal, the Sponsor is authorized to cause the purchase of new
shares and, if the old shares are to be exchanged, to exchange the old shares
for the substituted shares.
In the event of substitution the Planholder is required to be advised in
writing within 5 days after such substitution is made. Any expenses and charges
involved in such substitution, other than proper transfer taxes and charges,
will be borne by the Sponsor.
In the event that shares used as the underlying investment of the Plan may
not be purchasable for a period of 90 days, and if the Sponsor does not
substitute other shares, it is agreed that the Plan will be terminated, and the
Sponsor is authorized to complete such termination.
SPONSOR AND UNDERWRITER
First Investors Corporation (TIN 13-2608328), 95 Wall Street, New York,
N.Y., 10005, was organized under the laws of the State of New York in February
1968. It is a member of the National Association of Securities Dealers, Inc.
First Investors Corporation is the Sponsor and the Underwriter of the Plan. The
Plan is offered for sale by registered representatives of the Underwriter.
First Investors Corporation also acts as the Sponsor and Underwriter of
Periodic and/or Single Payment Plans for investment in First Investors
Government Fund, Inc., First Investors Insured Tax Exempt Fund, Inc., First
Investors High Yield Fund, Inc. and First Investors Fund For Income, Inc. and as
underwriter for the First Investors family of mutual funds.
First Investors Consolidated Corporation owns all of the outstanding stock
of First Investors Corporation and Administrative Data Management Corp. and all
of the outstanding voting common stock of First Investors Management Company,
Inc., the investment adviser to the Fund. Mr. Glenn O. Head controls First
Investors Consolidated Corporation and therefore controls First Investors
Management Company, Inc.
The Sponsor and its administrative agent, Administrative Data Management
Corp., a subsidiary of First Investors Consolidated Corporation, the Sponsor's
parent organization, are responsible for the performance of all regular
bookkeeping and administrative services with respect to the Plan, as more fully
set forth below. In addition, the Sponsor is responsible for the performance of
certain special administrative services, specifically: causing the mailing to
Planholders of prospectuses, when applicable, annual and semiannual reports of
the Fund, and required dividend and tax notices; and causing an independent
annual audit of the records of the Custodian and the preparation and filing of
required tax returns. The Sponsor receives all of the
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<PAGE>
maintenance and custodian fees deducted from payments or imposed on an annual
basis as set forth on pages 3 through 5 and all of the fees for specific
services as set forth under "Other Deductions." For the year ended December 31,
1997, these fees amounted to $21,089, all of which were paid to Administrative
Data Management Corp. The Sponsor assumes no duties or obligations not
specifically imposed upon it by the Plan.
In general, and without limitation, the bookkeeping and administrative
services assumed by the Sponsor and Administrative Data Management Corp. are
comprised of the maintenance of all records relating to the Planholders and
their accumulated Fund shares, the processing of payments from Planholders, the
processing of proceeds to withdrawing or terminating Planholders, the placement
of orders with the Underwriter for the purchase and redemption of Fund shares on
behalf of the Planholders, the calculation of the number of shares to be
purchased or redeemed or credited as dividend or capital gain distributions, the
causing of the mailing of all required notices and other information to
Planholders and the handling of all contact and correspondence with and
inquiries from Planholders.
First Investors Corporation paid its three highest paid officers aggregate
compensation from salaries or commissions of $1,131,130 during 1997. The
aggregate remuneration paid to all other officers during 1997 was $1,563,882.
Compensation of sales officers, sales supervisory personnel and registered
representatives totaled $29,035,008 while administrative personnel excluding
officers received $5,598,35 during 1997. The aggregate directors fees paid in
1997 totalled $20,000.
A blanket fidelity bond in an amount of $5,000,000 is carried with Gulf
Insurance Company. An excess blanket fidelity bond in an amount of $20,000,000
is carried with the ICI Mutual Insurance Company. A $30,000,000 Directors and
Officers/Errors and Omissions Liability Insurance Policy is also carried with
ICI Mutual Insurance Company.
CUSTODIAN
The Bank of New York (TIN 13-4941102), 48 Wall Street, New York, N.Y.,
10286, acts as Custodian under a Custodian Agreement dated November 12, 1987.
The Custodian is subject to supervision by the New York State Banking
Commission. The duties of the Custodian under the provisions of the Custodian
Agreement are minimal. The Custodian holds all securities, cash, checks and
other property in which the funds of the Planholders are invested or are to be
invested, all funds held for such investment, all redemption proceeds, and other
special funds of the Planholders, and all income upon, accretions to, and
proceeds of such property and funds to the extent such assets are delivered to
it. All such assets are held subject to such disbursements as the Sponsor may
direct and subject to a charge for the fees of the Custodian. The Sponsor
directs the Custodian to make disbursements in accordance with the provisions of
the Plan.
The Custodian assumes no duties or obligations not specifically imposed
upon it by the Plan. Without limiting the generality of the foregoing, the
Custodian assumes no responsibility for the choice of the investment, the
investment policies of the investment adviser to the Fund, or for any acts or
omissions on the part of the Sponsor. The Custodian specifically does not assume
the duties of investment ordinarily imposed upon a trustee, and its only
obligations are, as set forth above, to function as bare Custodian under the
Plan. The Custodian may not resign its custodianship under the Plan unless the
Plan has been terminated or unless a successor Custodian has been designated and
has accepted the custodianship.
17
<PAGE>
The Custodian shall have a lien upon the Fund shares held for Planholders
and the proceeds from any redemption thereof for its fees and reimbursable
expenses to the extent that payments by the Planholder and distributions
received on such Fund shares may be insufficient to pay the same. For the fiscal
year ended December 31, 1997 there were no fees paid to the Custodian for
services rendered on behalf of the Plan.
TAXES
Under the Internal Revenue Code of 1986, as amended ("Code"), you are
deemed, for Federal income tax purposes, to be the owner of the Fund shares
accumulated in your Plan account. The Fund has qualified and intends to continue
to qualify for treatment as a regulated investment company under the Code, so
that it will be relieved of Federal income tax on that part of its investment
company taxable income (consisting generally of net investment income, net
short-term capital gain and net gains from certain foreign currency
transactions) and net capital gain that is distributed to its shareholders.
Dividends from the Fund's investment company taxable income are taxable to
you as ordinary income, to the extent of the Fund's earnings and profits,
whether paid in cash or in additional Fund shares. Distributions of the Fund's
net capital gain, when designated as such, are taxable to you as long-term
capital gain, whether paid in cash or in additional Fund shares, regardless of
the length of time you have owned your shares. Under the Taxpayer Relief Act of
1997, different maximum tax rates apply to an individual's net capital gain
depending on the individual's holding period and marginal rate of federal income
tax-generally, 28% for gain recognized on capital assets held for more than one
year but not more than 18 months and 20% (10% for taxpayers in the 15% marginal
tax bracket) for gain recognized on capital assets held for more than 18 months.
Pursuant to an Internal Revenue Service notice, the Fund may divide each net
capital gain distribution into a 28% rate gain distribution and a 20% rate gain
distribution (in accordance with the Fund's holding periods for the securities
it sold that generated the distributed gain) and its shareholders must treat
those portions accordingly.
If you purchase shares shortly before the record date for a dividend or
other distribution, you will pay full price for the shares and receive some
portion of the price back as a taxable distribution. You will receive an annual
statement following the end of each calendar year describing the tax status of
distributions paid by the Fund during that year. The information regarding
capital gain distributions will designate the portions thereof subject to the
different maximum rates of tax applicable to individuals' net capital gain
indicated above.
The Sponsor is required to withhold 31% of all dividends, capital gain
distributions and redemption proceeds payable to you (if you are an individual
or certain other non-corporate shareholder) if the Sponsor is not furnished with
your correct taxpayer identification number, and that percentage of dividends
and such distributions in certain other circumstances.
If you itemize deductions for Federal income tax purposes, you may deduct
maintenance and custodian fees deducted from payments and/or dividend and
capital gain distributions only if the requirements applicable to the
deductibility of "miscellaneous itemized deductions" are satisfied. The sales
charges paid in acquiring your Plan should be included for tax purposes in the
cost of the Plan and reinvested dividends or distributions.
The foregoing is only a summary of some of the important Federal tax
considerations generally
18
<PAGE>
affecting the Fund and its shareholders; see the Fund's Prospectus and Statement
of Additional Information for a further discussion. There may be other Federal,
state or local tax considerations applicable to a particular investor. You
therefore are urged to consult your own tax advisor.
OFFICERS AND DIRECTORS OF FIRST INVESTORS CORPORATION
The following sets forth the officers and directors of First Investors
Corporation as well as information as to their other affiliations:
GLENN O. HEAD
Chairman of the Board and Director, 95 Wall Street, New York, NY 10005.
Chairman of the Board and Director of First Investors Management Company,
Inc., First Investors Consolidated Corporation and Administrative Data
Management Corp., and an officer and/or director of other affiliated
companies of First Investors Corporation as well as the investment
companies of the First Investors Group.
MARVIN HECKER
President, 95 Wall Street, New York, NY 10005. Prior to March 1995, First
Vice President, Executive Sales.
LAWRENCE A. FAUCI
Senior Vice President and Director, 95 Wall Street, New York, NY 10005.
Senior Vice President of First Investors Consolidated Corporation.
LOUIS RINALDI
Senior Vice President, 581 Main Street, Woodbridge, NJ 07095. Senior Vice
President of Administrative Data Management Corp.
FREDERICK MILLER
Senior Vice President, 581 Main Street, Woodbridge, NJ 07095. Senior Vice
President of Administrative Data Management Corp.
KATHRYN S. HEAD
Vice President and Director, 581 Main Street, Woodbridge, NJ 07095.
President and Director of First Investors Consolidated Corporation, First
Investors Management Company, Inc. and Administrative Data Management Corp.
and an officer and/or director of other affiliated companies of First
Investors Corporation as well as the investment companies of the First
Investors Group.
JOHN T. SULLIVAN
Director, 95 Wall Street, New York, NY 10005. Director of First Investors
Management Company, Inc., First Investors Consolidated Corporation and
Administrative Data Management Corp. and an officer and/or director of
certain affiliated companies of First Investors Corporation as well as the
investment companies of the First Investors Group.
ROGER L. GRAYSON
Director, 95 Wall Street, New York, NY 10005. President and Director, First
Investors Resources. Director, First Investors Consolidated Corporation. A
commodities portfolio
19
<PAGE>
manager and a director of the investment companies of the First Investors
Group.
JEREMY J. LYONS
Director, 56 Weston Avenue, Chatham, NJ 07928. Publisher, Springer-Verlag
Inc. (publishing), New York, NY. Prior to September 1993, with W.H. Freeman
& Co. (publishing), New York, NY.
JANE W. KRUZAN
Director, 232 Adair Street, Decatur, GA 30030. Corresponding Secretary of
charitable organization.
ANNE CONDON
Vice President, 581 Main Street, Woodbridge, NJ 07095. Senior Vice
President of Administrative Data Management Corp.
MATTHEW SMITH
Vice President, 581 Main Street, Woodbridge, NJ 07095.
ELIZABETH REILLY
Vice President, 581 Main Street, Woodbridge, NJ 07095.
LARRY R. LAVOIE
Secretary and General Counsel, 95 Wall Street, New York, NY 10005. Officer
of certain affiliated companies of First Investors Corporation.
JOSEPH I. BENEDEK
Treasurer, 581 Main Street, Woodbridge, NJ 07095. Officer of other
affiliated companies of First Investors Corporation as well as the
investment companies of the First Investors Group.
ROBERT FLANAGAN
Vice President-Sales Administration, 95 Wall Street, New York, NY 10005.
Vice President of First Investors Consolidated Corporation. Prior to May
15, 1997, Associate Vice President of First Investors Corporation.
WILLIAM M. LIPKUS
Chief Financial Officer, 581 Main Street, Woodbridge, NJ 07095. Chief
Financial Officer, First Investors Management Company, Inc., Chief
Financial Officer and Treasurer, Administrative Data Management Corp. And
an officer of certain affiliated companies of First Investors Corporation.
OTHER OFFICERS
Gary Abbott, Associate Vice President
Philip Adriani, Jr., Associate Vice President
Fred Jacobs, Associate Vice President
Concetta Durso, Assistant Vice President and Assistant Secretary
Randy Pagan, Assistant Vice President
Mark Segal, Assistant Vice President
20
<PAGE>
Carol Lerner Brown, Assistant Secretary
Frank Williams, Assistant Secretary
SALES OFFICERS
ALVIN BLUMENFELD, Executive Vice President..........Scarsdale Division Executive
MYRON FELTHEIMER, Executive Vice President....................Penn Plaza Complex
HOWARD FROMAN, Executive Vice President.............Scarsdale Division Executive
JOHN BUCSEK, Senior Vice President.........................Grand Central Complex
CONRAD CHARAK, Senior Vice President..........................Penn Plaza Complex
BRUCE COBEY, Senior Vice President..................Scarsdale Division Executive
GEORGE KECHEJIAN, Senior Vice President.............Scarsdale Division Executive
Thomas Barden, Senior Vice President,...........................Executive Office
John Murphy, Senior Vice President...........................Springfield Complex
Richard Nadeau, SeniorVice President............................Executive Office
Stuart Rudnick, Senior Vice President..........................Scarsdale Complex
Jay Stainsby, Senior Vice President..............................Buffalo Complex
Bruce Katz, Regional Vice President................................Miami Complex
Andrew Levenson, Regional Vice President..........................Boston Complex
James Morton, Regional Vice President............................Chicago Complex
Paul Prete, Regional Vice President............................New Haven Complex
Ronald Rovelli, Regional Vice President..........................Norfolk Complex
Salvatore Talamo, Regional Vice President...................Indianapolis Complex
Sam Agust, Vice President.................................Penn Plaza NY
Paul Caccomo, Vice President............................Oakland Park FL
Avra Cohn, Vice President.....................................Skokie IL
Denis Collins, Vice President................................Atlanta GA
John Cupo, Vice President..................................Scarsdale NY
Richard Di Paolo, Vice President............................Columbus OH
Steven Domenitz, Vice President.............................Rockland NY
John Golden, Vice President..............................Garden City NY
Gus Graff, Vice President.................................Hicksville NY
James Hoysick, Vice President.................................Denver CO
Brian Kennedy, Vice President..............................Cleveland OH
Mary McConnell, Vice President............................Penn Plaza NY
Thomas Morin, Vice President................................Richmond VA
Loren Morse, Vice President...............................Binghamton NY
Fred Nero, Vice President.....................................Albany NY
James Reilly, Vice President............................Jersey Shore NJ
Richard Risley, Vice President..............................Hartford CT
Terry Wasserman, Vice President........................Center City PA
Norman Wigutow, Vice President..........................Capitol Hill VA
Frank Williams, Vice President...........................Wall Street NY
Max Zwiebel, Vice President...............................Penn Plaza NY
21
<PAGE>
Frank Cimino, Senior Resident Vice President..........Central Jersey NJ
Philip Franco, Senior Resident Vice President.........Central Jersey NJ
Albert Gallo, Senior Resident Vice President..............Penn Plaza NY
Peter Kulas, Senior Resident Vice President...........Central Jersey NJ
Louis Lomardi, Senior Resident Vice President..........Grand Central NY
Richard Paul, Senior Resident Vice President..........Central Jersey NJ
Edmund Reichard, Senior Resident Vice President..........Wall Street NY
Buddy Schiff, Senior Resident Vice President.............Garden City NY
Jack Tuck, Senior Resident Vice President.................Lauderhill FL
Janice Barlow, Resident Vice President.........................Tampa FL
Robert Bugdal, Resident Vice President................Central Jersey NJ
Michael Campbell, Resident Vice President....................Buffalo NY
Steve Cooper, Resident Vice President.........................Tucson AZ
Garrett Cutler, Resident Vice President................Grand Central NY
Rufus Ensley, Resident Vice President.....................Penn Plaza NY
Christine Froman, Resident Vice President..................Scarsdale NY
Sal Gallo, Resident Vice President........................Penn Plaza NY
Peter Hesbacher, Resident Vice President................Jersey Shore NJ
Walter Markowitz, Resident Vice President..............Grand Central NY
Hyman Morgenstein, Resident Vice President................Penn Plaza NY
William Newman, Resident Vice President....................New Haven CT
Alvin Person, Resident Vice President.....................Penn Plaza NY
Henia Reiser, Resident Vice President.....................Penn Plaza NY
Frank Sautner, Resident Vice President................Central Jersey NJ
Gregory Steinmetz, Resident Vice President.....................Miami FL
Sanford Zipser, Resident Vice President...................Hicksville NY
Cynthia Bordeaux, Associate Vice President.................Beaverton OR
Dennis Burd, Associate Vice President.....................Pittsburgh PA
Jack Cline, Associate Vice President......................Fort Worth TX
Michael Fioroni, Associate Vice President................Springfield MA
Robert Flood, Associate Vice President.........................Tampa FL
Gregory Gelineau, Associate Vice President..........Narragansett Bay RI
John Gentry, Associate Vice President...............Nebraska Central NE
Dino Giovannone, Associate Vice President...................Wheeling WV
Robert Graef, Associate Vice President.....................New Haven CT
Alan Kasser, Associate Vice President........................Houston TX
Joy Kourkounis, Associate Vice President.....................Buffalo NY
Stephen Krise, Associate Vice President....................Charlotte NC
Christopher Long, Associate Vice President..............Capitol Hill VA
Vincent Martucci, Associate Vice President..............North Jersey NJ
John Timothy McCue, Associate Vice President.............Wall Street NY
Luciano Miceli, Associate Vice President.....................Buffalo NY
Timothy Smith, Associate Vice President.....................Newburgh NY
William Stead, Associate Vice President......................Phoenix AZ
Forrest Strickland, Associate Vice President...............Beaverton OR
Anthony Angarola, Assistant Vice President...............Garden City NY
22
<PAGE>
Rupi Arora, Assistant Vice President......................Penn Plaza NY
Charu Ashar, Assistant Vice President.......................Newburgh NY
Kofi Awere, Assistant Vice President...................Grand Central NY
Vera Baker, Assistant Vice President.....................Garden City NY
Sandro Barone, Assistant Vice President.................Capitol Hill VA
Arnie Bergman, Assistant Vice President......................Seattle WA
Amy Blake, Assistant Vice President...........................Tuscon AZ
Catherine Bucsek, Assistant Vice President..................Hamilton NJ
Sean Callon, Assistant Vice President......................Rochester NY
Jeffrey Capellen, Assistant Vice President.................Beaverton OR
Kelle Cline, Assistant Vice President.....................Fort Worth TX
Paul Combs, Assistant Vice President.......................Cleveland OH
Michael Connell, Assistant Vice President...................Columbus OH
Paul Corapi, Assistant Vice President...................Jersey Shore NJ
Lisa Danielson, Assistant Vice President.................Center City PA
Curtis Davis, Assistant Vice President......................San Jose CA
Theodore Davis, Assistant Vice President......................Albany NY
Lisa DiPaolo, Assistant Vice President..................Indianapolis IN
Barbara Donelin, Assistant Vice President.....................Boston MA
Leslie Dossett, Assistant Vice President.................Springfield MA
Jay Epstein, Assistant Vice President........................Buffalo NY
Johnny Fu, Assistant Vice President......................Wall Street NY
Jack Gardner, Assistant Vice President...................Wall Street NY
Anne Geddes, Assistant Vice President........................Detroit MI
Dale Gibson, Assistant Vice President........................Houston TX
Henry Golinski, Assistant Vice President...............Grand Central NY
Timothy Good, Assistant Vice President.....................Beaverton OR
Jeffrey Grandy, Assistant Vice President...................Beaverton OR
Benjamin Griffith, Assistant Vice President..................Detroit MI
Herman Groen, Assistant Vice President....................Penn Plaza NY
Annette Hammortree, Assistant Vice President...................Elgin IL
Timothy Hansen, Assistant Vice President................Indianapolis IN
Willis Hayes, Assistant Vice President.....................City Line PA
William Henderson, Assistant Vice President....................Astro TX
Steven Hurter, Assistant Vice President......................Seattle WA
Fredrick Johnson, Assistant Vice President..............Capitol Hill VA
Kevin Keating, Assistant Vice President.....................Wheeling WV
Rena Komarmy, Assistant Vice President.......................Detroit MI
Gregory Knupp, Assistant Vice President.....................Syracuse NY
Robert Kunin, Assistant Vice President..................North Jersey NJ
John Laggis, Assistant Vice President................New Haven CT
Douglas Lake, Assistant Vice President....................Hicksville NY
Arthur Lokos, Assistant Vice President....................Penn Plaza NY
Michael Mancuso, Assistant Vice President....................Buffalo NY
Louis Manzo, Assistant Vice President................Hamilton Square NJ
Robert McGeorge, Assistant Vice President..................Keeneland KY
Donald McKell, Assistant Vice President.....................Columbus OH
Joyce Messecar, Assistant Vice President.......................Tampa FL
23
<PAGE>
Kathleen Morton, Assistant Vice President....................Chicago IL
Karol Noble, Assistant Vice President.......................Hartford CT
Anurati Patel, Assistant Vice President..............New Haven CT
Richard Perry, Assistant Vice President....................Beaverton OR
Susan Perry, Assistant Vice President......................Beaverton OR
Anthony Philbin, Assistant Vice President.................Penn Plaza NY
Mark Phillips, Assistant Vice President........................Tampa FL
Mathias Rick, Assistant Vice President.....................Charlotte NC
David Roy, Assistant Vice President...........................Boston MA
Ian Ruderman, Assistant Vice President................Central Jersey NJ
Harvey Sanders, Assistant Vice President.................Wall Street NY
Tim Scrodin, Assistant Vice President.........................Albany NY
Stephen Scully, Assistant Vice President.....................Chicago IL
Peter Shalvoy, Assistant Vice President................Grand Central NY
Judith Shedden, Assistant Vice President..................Penn Plaza NY
Magdelene Soukup, Assistant Vice President..........Nebraska Central NE
William Stebbins, Assistant Vice President..................San Jose CA
Robert Stutzman, Assistant Vice President...........Nebraska Central NE
Glenn Thorning, Assistant Vice President.................New Orleans LA
Albert Troisi, Assistant Vice President.......................Elmira NY
Leslie Troisi, Assistant Vice President.......................Elmira NY
Anthony Trozzi, Assistant Vice President..................Penn Plaza NY
Brian VanHouwe, Assistant Vice President............Narragansett Bay RI
Landon Vath, Assistant Vice President....................Twin Cities MN
Dan White, Assistant Vice President.......................Penn Plaza NY
Casey Winningham, Assistant Vice President..................San Jose CA
Thomas Wissenbach, Assistant Vice President................New Haven CT
STATISTICAL DATA APPLICABLE TO
FIRST INVESTORS PLANS
CONTRACTUAL PLAN VS. OPEN ACCOUNT
COST COMPARISON ($50 per Month--10 Year Plan)
<TABLE>
<CAPTION>
THE UNDERLYING FUND
FIRST INVESTORS PLAN UNDER AN OPEN ACCOUNT
----------------------------------------------------------------------------------------------------------------
Maintenance % Net % Sales % Net
and % Total Investment Total Charges Investment
Total Sales Custodian Total Sales to Total Sales to Total to Total
Payments Charge Fees Charges Charge Payments Charges Payments Payments
-------- ------ ---- ------- --------------- ---------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6 Months.......... $ 350.00 $ 173.25 $ 10.50 $183.75 49.50% 47.50% $ 21.53 6.25% 93.75%
1 Year............ 650.00 321.75 19.50 341.25 49.50 47.50 39.98 6.25 93.75
2 Years........... 1,250.00 327.03 37.50 364.53 26.16 70.84 76.88 6.25 93.75
10 Years.......... 6,000.00 368.83 180.00 548.83 6.15 90.85 369.00 6.25 93.75
</TABLE>
24
<PAGE>
$6,000 TEN-YEAR PAYMENT PLAN
ILLUSTRATION OF A PLAN UNDER FIRST INVESTORS CORPORATION
CONTRACTUAL PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
This illustration is in terms of an assumed investment of $50 per month for
the period January 1, 1988 to December 31, 1997 with dividend and capital gain
distributions paid in additional Fund shares. The Plan provided for ten years of
investing and an additional ten years during which dividends from investment
income and distributions from capital gains on accumulated Fund shares are paid
in shares.
The period covered was one of fluctuating securities prices. The results
shown should not be considered as a representation of the dividend income or
capital gain (or loss) which may be realized from an investment made in the Fund
today. A program of the type illustrated does not assure a profit, or protect
against depreciation in declining markets.
The table below was computed at the maximum current sales charge of 6.15%
and the current maintenance and custodian fees.
<TABLE>
<CAPTION>
DEDUCTIONS*
-------------------- BALANCE Annual
MONTHLY PAYMENTS Annual Maintenance INVESTED Capital No. of Net
- --------------------------- Dividend Total and AFTER DEDUCTIONS Gain Distri- Shares Asset Total
Year Income Re- Cumulative Sales Custodian -------------------- bution Re- Accumu- Value Value of
Ended Annually Cumulative invested Cost (a) Charge Fees Annually Cumulative invested lated(b) Reinvest Shares
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1988 650.00 650.00 .00 650.00 321.75 19.50 308.75 308.75 .00 73.645 4.46 328.46
1989 600.00 1,250.00 49.34 1,299.34 5.28 18.00 626.06 934.81 94.87 271.018 5.29 1,148.03
1990 600.00 1,850.00 3.91 1,903.25 5.28 18.00 580.63 1,515.44 26.51 335.544 4.63 1,553.57
1991 600.00 2,450.00 .00 2,503.25 5.28 18.00 576.72 2,092.16 .00 449.916 5.41 2,434.05
1992 600.00 3,050.00 22.95 3,126.20 5.28 18.00 599.67 2,691.83 .00 564.309 5.11 2,883.62
1993 600.00 3,650.00 9.38 3,735.58 5.28 18.00 586.10 3,277.93 .00 671.466 6.27 4,210.09
1994 600.00 4,250.00 21.42 4,357.00 5.28 18.00 598.14 3,876.07 126.24 790.371 5.84 4,615.77
1995 600.00 4,850.00 31.81 4,988.81 5.28 18.00 608.53 4,484.60 242.96 925.330 6.57 6,079.42
1996 600.00 5,450.00 43.35 5,632.16 5.28 18.00 620.07 5,104.67 892.11 1,149.992 6.59 7,578.45
1997 550.00 6,000.00 33.09 6,215.25 4.84 16.50 561.75 5,666.42 832.03 1,360.343 6.41 8,719.80
------- ---------
$215.25 $2,214.72
======= =========
</TABLE>
* Under the terms of this Plan, out of the initial double payment of $100,
$49.50 is deducted as a sales charge, with $24.75 being deducted as a sales
charge from each of the next 11 payments. Additional deductions include
$3.00 from the initial payment and $1.50 from each of the next 11 payments
for maintenance and custodian fees. Total deductions from the first 13
payments equal $341.25, or 52.5% of the total of the first 13 monthly
payments. If all of the first 10 years' payments are made, total sales
charges and other deductions amount to 9.15% of the total agreed payments.
(a) Reflects the cumulative total of monthly payments plus the cumulative
amount of dividends paid in shares.
(b) Shares purchased include 976.502 from net payments invested, 36.406 from
net dividend income and 347.435 from capital gain distributions.
25
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
First Investors Corporation
and the Planholders of
First Investors Single Payment
and Periodic Payment Plans for the
Accumulation of Class A Shares of
First Investors Global Fund, Inc.
New York, New York
We have audited the accompanying statement of assets and liabilities of First
Investors Single Payment and Periodic Payment Plans for the Accumulation of
Class A Shares of First Investors Global Fund, Inc. as of December 31, 1997, the
related statement of operations for the year then ended and the statement of
changes in net assets for each of the two years in the period then ended. These
financial statements are the responsibility of the plan sponsor, First Investors
Corporation. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of Class A Shares held as of December 31, 1997, by correspondence
with the custodian. An audit also includes assessing the accounting principles
used and significant estimates made by the plan sponsor, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Class A Shares of First
Investors Global Fund, Inc. at December 31, 1997, and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended, in conformity with generally accepted
accounting principles.
Philadelphia, Pennsylvania
March 6, 1998
26
<PAGE>
FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
================================================================================
<TABLE>
<S> <C> <C>
ASSETS
First Investors Global Fund, Inc. Class A Shares,
at value (Cost $24,505,612) (Note 3) $26,176,716
Cash 1,980
Dividend receivable 80,275
-----------
Total assets 26,258,971
LIABILITIES
Custodian and delegated service fees payable $ 61,013
Dividends payable in cash 19,262
Federal income tax withheld on liquidations 648
Planholders' prepayment of life insurance premiums 519
Payable for First Investors Global Fund, Inc.
Class A Shares purchased 813
-----------
Total liabilities 82,255
-----------
NET ASSETS (Equivalent to $6.41 per share based on
4,083,731 shares of capital stock owned on outstanding plans) $26,176,716
===========
</TABLE>
================================================================================
The notes to financial statements are an integral part of these statements
27
<PAGE>
FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
================================================================================
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Distributions received on Class A Shares of
First Investors Global Fund, Inc.
From: Investment Income $ 99,071
Realized gains 2,494,112
-----------
Total investment income 2,593,183
Expenses
Custodian fees $ 43,581
Delegated service fees 17,438
-----------
Total expenses 61,019
-----------
Investment income, net 2,532,164
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Complete and partial liquidations,
including shares delivered to
Planholders at market value
Proceeds received,
net of custodian fees of $1,424 5,082,622
Cost of shares 4,155,269
-----------
Net realized gain 927,353
Unrealized appreciation (depreciation)
Beginning of year 3,086,750
End of year 1,671,104
-----------
Net depreciation for the year (1,415,646)
-----------
Net realized and unrealized loss
on plan shares (488,293)
-----------
Net increase in net assets
resulting from operations $ 2,043,871
===========
</TABLE>
================================================================================
The notes to financial statements are an integral part of these statements
28
<PAGE>
FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 1997 AND 1996
================================================================================
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS FROM
Investment income - net $ 2,532,164 $ 3,217,194
Realized gain on plan liquidations 927,353 890,247
Unrealized depreciation on plan shares held (1,415,646) (744,458)
------------ ------------
2,043,871 3,362,983
Distributions to Planholders from investment income - net (2,532,164) (3,217,194)
Capital share transactions - net (Note 2) 114,373 1,865,260
------------ ------------
Net increase (decrease) in net assets (373,920) 2,011,049
NET ASSETS
Beginning of year 26,550,636 24,539,587
------------ ------------
End of year $ 26,176,716 $ 26,550,636
============ ============
</TABLE>
================================================================================
The notes to financial statements are an integral part of these statements
29
<PAGE>
FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS
================================================================================
(1) SIGNIFICANT ACCOUNTING POLICIES
The Plan is a unit investment trust registered under the Investment Company
Act of 1940. The Plan provides for single payment and periodic payment
plans with regular and systematic monthly investments over periods of
either ten or fifteen years. The objective of the investment in First
Investors Global Fund, Inc. is primarily to seek long-term capital growth
and secondarily to earn a reasonable level of current income.
The following significant accounting policies, which are in conformity with
generally accepted accounting principles for unit investment trusts, are
consistently used in the preparation of its financial statements.
SECURITY VALUATION
Investments are valued at the net asset value of Fund shares held.
TRANSACTION DATES
Share transactions are recorded on the trade date. Investment income and
realized gains distributions are recorded on the ex-dividend date.
INCOME TAXES
No provision is made for federal income tax. All distributions of net
investment income and realized gains received by Planholders are treated as
if received directly from the underlying Fund. A Planholder realizes a gain
or loss on liquidation for cash but not on withdrawal of the underlying
Fund shares.
================================================================================
30
<PAGE>
FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
================================================================================
(2) CAPITAL SHARES
At December 31, 1997 and 1996, the Plan held 4,083,731 and 4,028,928 Class
A Shares of First Investors Global Fund, Inc., respectively. Capital
transactions in First Investors Global Fund, Inc. Class A Shares were as
follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1997 1996
-------------------------- --------------------------
Amount Shares Amount Shares
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Planholders' payments * $ 2,967,658 $ 3,082,852
----------- -----------
Less
Sales charges 241,488 224,879
Custodian fees 42,033 42,343
Insurance premiums ** 45 92
----------- -----------
283,566 267,314
----------- -----------
Balance invested in Class A Shares
of First Investors Global Fund, Inc. 2,684,092 380,396 2,815,538 401,473
Class A Shares of First Investors
Global Fund, Inc. acquired
on reinvestment of
distributions received 2,512,903 393,811 3,196,549 485,663
Redemption and cancellations
of First Investors Global
Fund, Inc. Class A Shares (5,082,622) (719,404) (4,146,827) (593,305)
----------- ----------- ----------- -----------
Net increase $ 114,373 54,803 $ 1,865,260 293,831
=========== =========== =========== ===========
</TABLE>
* Net of refunds (See Note 4)
** Includes excess insurance premiums returned upon plan completions
================================================================================
31
<PAGE>
FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
================================================================================
(3) PLANHOLDERS' COST OF FIRST INVESTORS GLOBAL FUND, INC. CLASS A SHARES
The investment in First Investors Global Fund, Inc. Class A Shares is
carried at identified cost, which represents the amount available for
investment (including reinvested distributions of net investment income and
realized gains) in such shares after deduction of sales charges, custodian
fees, and insurance premiums, if applicable.
The totals for each plan type are listed below.
PLANS OUTSTANDING - DECEMBER 31, 1997
-------------------------------------
<TABLE>
<CAPTION>
Monthly Single
Payment Payment
Plans Plans Total
----------- ----------- -----------
<S> <C> <C> <C>
Total agreed payments $69,973,200 $ 355,154 $70,328,354
=========== =========== ===========
Total payments made by Planholders
on plans outstanding $21,688,272 $ 355,154 $22,043,426
Reinvested distributions from
Net investment income 794,526 59,603 854,129
Realized gains 6,403,175 166,731 6,569,906
----------- ----------- -----------
Total 28,885,973 581,488 29,467,461
----------- ----------- -----------
Deductions
Fees, taxes and service charges 2,780,534 18,047 2,798,581
Insurance premiums 9,205 -- 9,205
----------- ----------- -----------
Total deductions 2,789,739 18,047 2,807,786
----------- ----------- -----------
Net investment in
First Investors Global Fund, Inc.
Class A Shares 26,096,234 563,441 26,659,675
Less cost of partial withdrawals 2,130,524 77,994 2,208,518
----------- ----------- -----------
Net cost of
First Investors Global Fund, Inc.
Class A Shares 23,965,710 485,447 24,451,157
Return of capital distributions reinvested 53,003 1,452 54,455
Unrealized appreciation 1,655,183 15,921 1,671,104
----------- ----------- -----------
Net amount applicable to Planholders $25,673,896 $ 502,820 $26,176,716
=========== =========== ===========
</TABLE>
32
<PAGE>
FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS - (Continued)
================================================================================
(4) TRANSACTIONS WITH AFFILIATES
First Investors Corporation, the Plan Sponsor, receives all sponsor fees
from Plan payments and an annual delegated service fee from Plan dividends.
Administrative Data Management Corp., the Plan Transfer Agent, receives the
custodian fees from Plan payments, dividends and liquidations. Plan
payments, as shown in Note 2, are net of sponsor fee refunds of $11,426 and
$14,956, and custodian fee refunds of $38 and $132, for the years ended
December 31, 1997 and 1996, respectively.
First Investors Life Insurance Company, Inc. serves as insurer for Plans
issued with group reducing term insurance.
================================================================================
33
<PAGE>
THE FINANCIAL STATEMENTS SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS. THEY ARE INCLUDED IN
THE PROSPECTUS FOR THE PURPOSE OF INFORMING INVESTORS AS TO THE FINANCIAL
RESPONSIBILITY OF THE SPONSOR AND ITS ABILITY TO CARRY OUT ITS CONTRACTUAL
OBLIGATIONS.
<TABLE>
<CAPTION>
FIRST INVESTORS CORPORATION
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................................................... $12,260,614
Marketable securities....................................................... 623
Receivables from customers and others....................................... 2,565,812
Salesmen advances--net, prepaid expenses and other
amounts receivable....................................................... 1,551,386
Receivable from affiliated companies........................................ 6,918
Deferred sales commissions ................................................. 700,899
-----------
Total current assets..................................................... 17,086,252
FIXED ASSETS
Leasehold improvements and equipment (less accumulated
depreciation and amortization of $1,667,000)............................. 437,860
OTHER ASSETS
Cash and cash equivalents segregated under
federal regulations (Note 2)............................................. $ 2,041,389
Deferred sales commissions.................................................. 2,102,697
Other....................................................................... 97,774
------------
Total other assets....................................................... 4,241,860
-----------
Total assets............................................................. $21,765,972
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Payable for securities purchased............................................ $ 5,533,804
Payable to dealers and customers............................................ 691,867
Accrued commissions and supplier accounts payable........................... 1,206,717
Other liabilities and accrued expenses...................................... 8,312,482
-----------
Total current liabilities................................................ 15,744,870
Deferred income taxes....................................................... 862,000
STOCKHOLDERS' EQUITY
Common stock, no par, stated value $5,
200 shares authorized, issued and outstanding............................ $ 1,000
Surplus..................................................................... 5,158,102
------------
Total stockholder's equity............................................... 5,159,102
-----------
Total liabilities and stockholder's equity............................... $21,765,972
===========
</TABLE>
See notes to financial statements
34
<PAGE>
THE FINANCIAL STATEMENTS SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS. THEY ARE INCLUDED IN
THE PROSPECTUS FOR THE PURPOSE OF INFORMING INVESTORS AS TO THE FINANCIAL
RESPONSIBILITY OF THE SPONSOR AND ITS ABILITY TO CARRY OUT ITS CONTRACTUAL
OBLIGATIONS.
FIRST INVESTORS CORPORATION
STATEMENT OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C> <C>
REVENUE
Commissions on sales of Funds and other securities.......................... $23,236,005
Sales of variable life insurance products................................... 9,813,825
Sponsor fees on periodic and single payment investment
plans.................................................................... 587,612
Service fees................................................................ 4,610,716
-----------
38,248,158
Less commission expense.................................................. 25,988,724
----------
Total commissions and fees - net......................................... 12,259,434
Income from investments..................................................... 354,218
Other revenue............................................................... 682,109
------------
Total revenue............................................................ 13,295,761
EXPENSES
Selling expenses............................................................ $ 7,763,354
Administrative expenses..................................................... 6,097,121
------------
Total expenses........................................................... 13,860,475
------------
Loss before income tax benefit.............................................. (564,714)
Income tax benefit (Note 8)...................................................... (167,300)
-----------
NET LOSS.................................................................... (397,414)
Retained earnings (deficit)
Beginning of year........................................................... $(8,910,310)
-----------
End of year................................................................. $(9,307,724)
===========
</TABLE>
See notes to financial statements
35
<PAGE>
THE FINANCIAL STATEMENTS SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS. THEY ARE INCLUDED IN
THE PROSPECTUS FOR THE PURPOSE OF INFORMING INVESTORS AS TO THE FINANCIAL
RESPONSIBILITY OF THE SPONSOR AND ITS ABILITY TO CARRY OUT ITS CONTRACTUAL
OBLIGATIONS.
FIRST INVESTORS CORPORATION
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from operating activities
Commissions and fees received - net ........................ $ 13,666,875
Other revenue .............................................. 682,109
Investment income received ................................. 355,113
Cash paid to suppliers and employees ....................... (13,455,415)
Cash received from (paid to) segregated trust account ...... (1,028,051)
Income taxes refunded ...................................... 493,300
------------
Net cash provided by operating activities ............... 713,931
------------
Cash flows from investing activities
Proceeds received on sale of investment securities ......... 102,158
Purchase of investment securities .......................... ___
Capital expenditures ....................................... (299,858)
------------
Net cash used for investing activities .................. (197,700)
------------
Cash flows from financing activities
Advances from parent and affiliates ........................ 94,834
------------
Net increase (decrease) in cash and cash equivalents .. 611,065
Cash and cash equivalents
Beginning of year ....................................... 11,649,549
------------
End of year ............................................. $ 12,260,614
============
See notes to financial statements
36
<PAGE>
THE FINANCIAL STATEMENTS SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS. THEY ARE INCLUDED IN
THE PROSPECTUS FOR THE PURPOSE OF INFORMING INVESTORS AS TO THE FINANCIAL
RESPONSIBILITY OF THE SPONSOR AND ITS ABILITY TO CARRY OUT ITS CONTRACTUAL
OBLIGATIONS.
FIRST INVESTORS CORPORATION
STATEMENT OF CASH FLOWS--(Continued)
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
(USED FOR) OPERATING ACTIVITIES
Net loss .......................................................... $ (397,414)
Adjustments to reconcile net loss to net
cash provided by (used for) operating activities
Depreciation and amortization - fixed assets ................... 142,558
Amortization of deferred sales commissions ..................... 1,125,756
Net unrealized (gain) loss on marketable securities ............ 895
Provision for deferred income taxes ............................ 326,000
(Increase) decrease in
Receivable from dealers ...................................... 408,113
Receivable from customers .................................... (665,396)
Receivable from Funds - shares redeemed ...................... (285,276)
Receivable from Funds - distribution fees .................... 789,019
Salesmen's advances - net .................................... 126,845
Prepaid expenses and miscellaneous receivables ............... (44,521)
Cash and cash equivalents segregated under federal regulations (1,028,051)
Receivable from affiliated companies ......................... 18,652
Deferred sales commissions ................................... (1,998,116)
Other ........................................................ (17,970)
Increase (decrease) in
Payable for securities purchased ............................. 585,352
Customer credit balances ..................................... 188,300
Payable to dealers ........................................... 268,873
Accrued commissions payable .................................. 118,456
Accounts payable-suppliers ................................... 86,886
Accrued expenses and other liabilities ....................... 964,970
-----------
Net cash provided by operating activities ......................... $ 713,931
===========
</TABLE>
See notes to financial statements
37
<PAGE>
FIRST INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 1--Significant Accounting Policies
Description of Business
First Investors Corporation (the "Company"), a wholly-owned subsidiary of
First Investors Consolidated Corporation ("FICC"), is engaged in business as a
broker-dealer primarily for the First Investors family of mutual funds
("Funds").
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements, and revenues and expenses during the reported period. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable,
accounts payable, and other liabilities approximate fair value because of the
short maturity of these items. Marketable securities are recorded at market
value in the balance sheet, therefore, these values represent fair value.
Cash Equivalents
The Company considers all investments in money market funds to be cash
equivalents.
Financial Instruments With Off-Balance-Sheet Risk
In the normal course of business, the Company's customer activities involve
the execution and settlement of customer transactions. These activities may
expose the Company to risk of loss in the event the customer is unable to
fulfill its contracted obligations, in which case the Company may have to
purchase or sell financial instruments at prevailing market prices. Any loss
from such transactions is not expected to have a material effect on the
Company's financial statements.
Security Transactions
Security transactions are recorded on a trade date basis with related
commission income and expenses recorded as of the trade date.
Marketable Securities
Marketable securities are valued at market and include securities acquired
for investment purposes and securities held for re-sale to customers. Marketable
securities consist principally of unit investment trusts at December 31, 1997.
Marketable securities subject to withdrawal restrictions are classified under
"Other Assets".
38
<PAGE>
FIRST INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 1997
Leasehold Improvements and Equipment
Leasehold improvements and equipment are recorded at cost. Depreciation and
amortization are provided on a straight-line basis over the estimated useful
life of the asset, ranging from 5 to 15 years, or the remaining life of the
lease.
Sales Commissions
Sales commissions paid on sales of "A" shares of the Funds and other
investment companies are charged to operations when paid. Sales commissions paid
on sales of "B" shares of the Funds are charged to deferred sales commissions
and amortized over four years. Early withdrawal charges on "B" shares of the
Funds received by the Company from redeeming shareholders reduce unamortized
deferred sales commissions first, with any remaining amount recorded in income.
For the year ended December 31, 1997 amortization of deferred sales commissions
amounted to approximately $1,126,000.
Distribution Plans
Pursuant to separate underwriting agreements with the Funds, the Company is
entitled to commissions on the sale of shares of the Funds in an amount ranging
from one percent to six and one-quarter percent of the amount received on the
sales. In addition, under separate distribution plans adopted under Rule 12b-1
of the Investment Company Act of 1940 for each Fund, the Company receives
distribution and service fees in an amount up to three-tenths of one percent of
the Fund's average daily net assets. The distribution fees are intended to cover
the cost of distributing the Fund shares, including cost of sales promotion and
office expenses. The service fees provide for servicing or maintenance of
shareholder accounts, including payments to registered representatives who
provide ongoing servicing to such accounts. Distribution fees are recorded in
income or as a reduction of expenses when earned. For the year ended December
31, 1997, approximately $6,111,000 of distribution fees were received from the
Funds and recorded as a reduction to selling expenses.
Income Taxes
The Company files consolidated federal and certain state income tax returns
with its parent and certain other wholly-owned subsidiaries of the parent. It is
the policy of the parent to allocate the applicable federal taxes (benefits) to
each subsidiary on a separate return basis.
The Company's method of accounting for income taxes conforms to Statement
of Financial Accounting Standards No. 109, "Accounting For Income Taxes". This
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the financial
reporting basis and tax basis of assets and liabilities.
39
<PAGE>
FIRST INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 1997
Note 2--Cash and Cash Equivalents Segregated Under Federal Regulations
At December 31, 1997, cash and cash equivalents of approximately $2,041,000
were segregated in a special reserve bank account for the benefit of customers
under Rule 15c3-3 of the Securities Exchange Act of 1934. The minimum amount
required was approximately $712,000.
Note 3--Related Parties
The Company and certain wholly-owned subsidiaries of its parent share
office space and data processing facilities. The Company is charged its
proportionate share of expenses based on space occupied and usage of the data
processing facilities. Additionally, the Company charges certain of its
affiliates for management, office space and other services based upon time
allocated to the management and operation of the affiliate and space occupied.
During the year 1997, the Company charged certain of its affiliates
approximately $2,430,000 for management and other services and approximately
$435,000 for office space.
The Company purchased approximately $577,000 of data processing services, and
approximately $475,000 of office space.
The Company also receives commissions and fees on the sale of various life
insurance products from an affiliated life insurance company. For 1997, these
commissions and fees amounted to approximately $9,814,000.
In addition to the outstanding advances between the Company and its
affiliates, the Company also had approximately $3,481,000 deposited in an
account of an affiliated savings bank, and approximately $8,765,000 invested in
First Investors mutual funds, principally in the money market fund, at December
31, 1997.
Note 4--Profit-Sharing Plan
The Company is a sponsoring employer in a profit-sharing plan covering all
of its eligible employees and those of other wholly-owned subsidiaries of its
parent. Contributions to the plan are determined annually by the Board of
Directors. In addition, the Company is a sponsoring employer in a 401(k) savings
plan covering all of its eligible employees and those of other wholly-owned
subsidiaries of its parent whereby employees may voluntarily contribute a
percentage of their compensation with the Company matching a portion of the
contributions of certain employees. The amount contributed by the Company during
the year was not material. For the year, the Company charged operations
approximately $689,000 for its portion of the contribution to the profit-sharing
plan.
40
<PAGE>
FIRST INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 1997
Note 5--Leases
The Company leases office space under terms of various lease agreements,
certain of which are cancelable at the end of specified time periods and others
which are non-cancelable, expiring at various times through 2010. Total rent
expense, including amounts charged from affiliates and net of amounts charged to
affiliates, was approximately $2,802,000 for 1997. The minimum annual rental
commitments relating to leases in effect as of December 31, 1997, exclusive of
taxes and other charges by lessors subject to escalation clauses, are as
follows:
1998.............................................. $ 2,520,000
1999.............................................. 2,208,000
2000.............................................. 1,913,000
2001.............................................. 1,718,000
2002 through 2010................................. 10,170,000
------------
$ 18,529,000
============
Note 6--Litigation
The Company is a defendant in lawsuits involving claims for damages of the
type normally associated with the Company's business. Management is of the
opinion that such lawsuits will not have any material effect on the Company's
financial position or results of operations.
Note 7--Net Capital Requirements
As a registered broker-dealer the Company is subject to the Uniform Net
Capital Rule 15c3-1 under the Securities Exchange Act of 1934. Under the
alternative method permitted by this Rule, required net capital shall not be
less than 2% of aggregate debit items arising from customer security
transactions. At December 31, 1997, the Company had net capital of approximately
$931,000, or an excess of approximately $681,000, over net capital required of
$250,000.
For additional information, the Company's Annual Audited Report filed
pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 is available
for inspection at the Company's main office or at the regional office of the
Securities and Exchange Commission.
41
<PAGE>
FIRST INVESTORS CORPORATION
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 1997
Note 8--Income Taxes
The provision (refund) for income taxes consists of the following:
Current
Federal $ (498,500)
State and local 5,200
-----------
(493,300)
-----------
Deferred
Federal 292,200
State and local 33,800
-----------
326,000
-----------
Total $ (167,300)
===========
Deferred tax liabilities (assets) are comprised of the following:
Unrealized gains $ 1,900
Accrued expenses (90,300)
Depreciation (141,500)
Deferred sales commissions 1,065,400
Other 26,500
-----------
$ 862,000
===========
A reconciliation of the Federal statutory income tax rate to the Company's
effective rate is as follows:
fg
Statutory rate 34.0%
Increases (decreases) in effective tax rate resulting from
State and local income taxes, net of federal tax benefit 1.7
Other (6.1)
----
Actual effective rate 29.6%
====
42
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholder
First Investors Corporation
New York, New York
We have audited the accompanying balance sheet of First Investors
Corporation as of December 31, 1997, and the related statements of operations
and retained earnings (deficit), and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of First Investors Corporation
at December 31, 1997 and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
February 16, 1998
43
<PAGE>
SALES OFFICES
ARIZONA ILLINOIS NEBRASKA OREGON
PHOENIX ELGIN OMAHA BEAVERTON
TUCSON OAKBROOK
WESTCHESTER NEW JERSEY PENNSYLVANIA
CALIFORNIA HAMILTON BALA CYNWYD
SAN JOSE INDIANA FAIRFIELD PHILADELPHIA
INDIANAPOLIS ISELIN PITTSBURGH
COLORADO MANASQUAN
DENVER KENTUCKY WOODBRIDGE RHODE ISLAND
LEXINGTON WARWICK
CONNECTICUT NEW YORK
EAST HARTFORD LOUISIANA ALBANY TENNESSEE
NORTH HAVEN METAIRIE BINGHAMTON NASHVILLE
THIBODAUX ELMIRA
FLORIDA FAYETTEVILLE TEXAS
HOLLWOOD MAINE JERICHO FT. WORTH
LAUDERHILL PORTLAND MANHATTAN HOUSTON
MIAMI MINEOLA
TAMPA MASSACHUSETS NANUET VIRGINIA
WINTER PARK HOLYOKE NEWBURGH ARLINGTON
QUINCY ROCHESTER GLEN ALLEN
GEORGIA SCARSDALE HAMPTON
MARIETTA MICHIGAN WILLIAMSVILLE
NORTHVILLE WASHINGTON
NORTH CAROLINA TUKWILA
MINNESOTA CHARLOTTE
BLOOMINGTON WEST VIRGINIA
OHIO WHEELING
COLUMBUS
INDEPENDENCE
OKLAHOMA
OKLAHOMA CITY
44
<PAGE>
First Investors Single
Payment and Periodic
Payment Plans for the
Accumulation of Shares of
FIRST INVESTORS
GLOBAL FUND, INC.
PROSPECTUS
April 30, 1998
First Investors Logo
<PAGE>
EXHIBITS
1. (A - Form N-8B-2)
1. Custodian Agreement
2. See (1) above
3(a) See (8) below
3(b) Specimen Associate's Agreement
3(c) See 3(b) above
4. See (1) above
5. Specimen Plan Certificate
6. Certificate of Incorporation and By-Laws of First
Investors Corporation
7. Not Applicable
8. Agreement between the Sponsor and First Investors
Management Company, Inc.
9. Not Applicable
10a. Application Form - Single Payment Plan
b. Application Form - 10-year Periodic Payment Plan
c. Application Form - 15-year Periodic Payment Plan
2. Opinion of Counsel
3. Not Applicable
4. Not Applicable
5. Not Applicable
<PAGE>
Undertaking to File Reports
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant represents that this Amendment
meets all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 14th day of
April, 1998.
FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF SHARES OF FIRST
INVESTORS GLOBAL FUND, INC.
(Registrant)
BY: FIRST INVESTORS CORPORATION
(Depositor)
ATTEST:
/s/Larry R. Lavoie By /s/ Marvin M. Hecker
- ------------------------------ ---------------------------------
Larry R. Lavoie Marvin M. Hecker
Secretary and General Counsel President
As required by the Securities Act of
1933, this Amendment to this
Registration Statement has been signed
below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/Marvin M. Hecker President April 14, 1998
- --------------------
Marvin M. Hecker
* Chairman of the Board April 14, 1998
- --------------------
Glenn O. Head
* Vice President and April 14, 1998
- -------------------- Chief Financial Officer
Kathryn S. Head
<PAGE>
* Treasurer April 14, 1998
- --------------------
Joseph I. Benedek
_____________________ Secretary April 14, 1998
Larry R. Lavoie
* Director April 14, 1998
- --------------------
Glenn O. Head
* Director April 14, 1998
- --------------------
John T. Sullivan
* Director April 14, 1998
- --------------------
Kathryn S. Head
* Director April 14, 1998
- ---------------------
Lawrence A. Fauci
* Director April 14, 1998
- --------------------
Roger L. Grayson
* Director April 14, 1998
- ---------------------
Jeremiah J. Lyons
* Director April 14, 1998
- --------------------
Jane W. Kruzan
* By:_______________________
Larry R. Lavoie
Attorney-In-Fact
REVOCABLE DECLARATION OF TRUST
(Single Beneficiary)
Mr.
WHEREAS, I (Name) Mrs. _________________________________________________
Ms.
Of (Address) __________________________________________________________________
(Number) (Street) (City) (State)
am the Planholder, named in, or have application for, First Investors Plan No.
_______________ sponsored by FIRST INVESTORS CORPORATION.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that I do not hereby acknowledge
and declare that I hold and will hold said Plan and all right, title and
interest in and to the Shares mentioned therein and the proceeds thereof (which
together constitute the corpus of this Trust and are hereinafter called "Trust
Property"), and now or hereafter purchased under said Plan, and all income,
dividends and distributions thereon, IN TRUST, for the following uses and
purposes, hereby revoking all trusts if any, heretofore created by me with
respect to said Plan or said Shares.
1. To add, or cause to be added, to the corpus of this Trust all income,
dividends and distributions which may from time to time be received on said
Shares, by causing the same to be invested by First Investors Corporation in
additional Shares under the terms of said Plan.
2. To hold said Plan and all said right, title and interest in and to said
Shares for the use and benefit of
Mr.
(Name) Mrs. ___________________________________________________________________
Ms.
(hereinafter called the beneficiary) of
(Address) _____________________________________________________________________
In the event that the beneficiary shall predecease me, this Trust shall
automatically terminate and the entire right, title and interest in said Plan
and in and to said Shares and all unpaid accumulations of income, dividends and
distributions shall be vested in me or my estate.
3. Upon my death, unless the beneficiary shall predecease me, my Successor
Trustee shall, if the beneficiary has then attained the age of twenty-one years,
forthwith assign and transfer said Plan and all right, title and interest in and
to said Shares, and all unpaid accumulations of income, dividends and
distributions unto the beneficiary absolutely and thereby terminate this
<PAGE>
Trust. If the beneficiary shall then be a minor, my Successor Trustee shall hold
the Trust Property and may retain and accumulate the income, dividends and
distributions thereon and invest and reinvest the same for the benefit of the
beneficiary, until he or she attains the age of twenty-one years, at which time
my Successor Trustee shall assign and transfer the Trust Property and all unpaid
accumulations of income, dividends and distributions thereon then held, to the
beneficiary absolutely and thereby terminate this Trust, provided, however, that
if the beneficiary dies before attaining the age of twenty-one years, my
Successor Trustee shall assign and transfer the Trust Property and all unpaid
accumulations of income, dividends and distributions to the personal
representative of the beneficiary absolutely and thereby terminate this Trust.
4. The right, power and authority is hereby conferred upon my Successor Trustee
in his discretion to retain said Plan during the minority of the beneficiary, or
to terminate said Plan by making complete withdrawal, or to make partial
withdrawals from time to time thereunder, with the right, power and authority in
his discretion to retain or sell said Shares and other Trust Property, to hold
the Trust Property in one or more savings accounts, or to invest and reinvest
the Trust Property in other shares or securities as my Successor Trustee may
deem proper or advisable without being required to make application for any such
authority to any court of law or equity and without being restricted to shares
or securities which may be known as legal investments. All of the terms of this
instrument shall be applicable to any such new investments. The right, power and
authority is hereby also conferred upon my Successor Trustee to apply any or all
of the Trust Property or the income, dividends, and distributions thereon
directly, without intervention of any guardian and without application to any
court, for the maintenance, education and support of the minor. Such payments
may be made to either parent of the minor or to the person with whom the minor
is living without liability upon my Successor Trustee to see the application
thereof.
5. I hereby reserve unto myself the right and power during my lifetime, to
revoke in part the Trust hereby created, without the necessity of obtaining the
consent of the beneficiary and without notice to the beneficiary,
(a) by electing from time to time to cause the income, dividends and
distributions on said Shares to be distributed to me, or
(b) by making partial withdrawals of Shares or proceeds of Shares from time
to time under said Plan without obligation to restore such partial
withdrawals as permitted by said Plan.
The foregoing rights and powers may be exercised concurrently and as many times
as I may determine.
6. I hereby reserve the right and power during my lifetime to revoke in whole
the Trust hereby created, without the necessity of obtaining the consent of the
beneficiary and without giving notice to the beneficiary. Any one of the
following acts shall be conclusive evidence of such revocation of this Trust:
<PAGE>
(a) Delivery to First Investors Corporation of written notice signed by me
that this Trust is revoked;
(b) Assignment or transfer of said Plan by me, excepting assignment or
transfers as collateral for loans;
(c) Termination of said Plan by me, or termination of said Plan during my
lifetime by First Investors Corporation;
(d) Delivery to First Investors Corporation of written notice signed by me
stating that the beneficiary is dead;
(e) Execution by me of another Declaration of Trust or other instrument
revoking trusts theretofore created by me with respect to said Plan.
In the event that I revoke this Trust as provided in subdivision (e) above, I
agree to file promptly with First Investors Corporation a fully executed
counterpart of such other Declaration of Trust or instrument, or a true and
correct copy thereof duly certified in a manner satisfactory to the Custodian.
7. If the beneficiary dies in a common accident or disaster with me, he or she
shall be deemed to have predeceased me.
8. The interests of the beneficiary shall in no way or manner be subject or
liable to his or her anticipation, assignment, contracts, engagements, debts, or
liabilities and shall not be subject to any legal execution.
9. This Trust is created upon the further understanding that First Investors
Corporation shall be under no liability whatsoever to see to the proper
administration of this Declaration of Trust. Whenever any Shares, cash or other
property shall be distributable after my death under the terms of said Plan,
First Investors Corporation is fully authorized to pay, deliver and distribute
the same to whosoever shall then be Successor Trustee hereunder, or to the
beneficiary or his or her personal representative upon termination of this Trust
if the Successor Trustee shall so direct in writing, and shall be under no
liability to see to the proper application thereof.
10. In case I shall become incapacitated and a committee or guardian of my
estate is appointed, I hereby grant unto such committee or guardian the
authority to exercise for the benefit of my estate the powers of any of them
reserved in Section 5 hereof, and the authority to terminate this Trust by
performing on my behalf any one of the acts of revocation set forth in
subdivisions (a), (b), (c), and (d) of Section 6.
11. In case of my death, I hereby nominate and appoint the beneficiary as
Successor Trustee hereunder, unless he or she shall be a minor or otherwise
legally incapacitated, in either of which events, I hereby nominate and appoint.
<PAGE>
Mr.
(Name) Mrs. _______________________________
Ms.
of (Address) ___________________________________________________________________
(Number) (Street) (City) (State)
and upon his or her failure to act (or should I for any reason fail to designate
the person above intended to be nominated) then and in either event I nominate
and appoint as such Successor Trustee whosoever shall qualify as executor or
administrator of my estate. If at the time of my death the beneficiary shall be
a minor, and if and when the beneficiary attains the age of twenty-one years
there shall be no one acting as Successor Trustee hereunder, or if the party
then acting as Successor Trustee shall resign or otherwise cease to act, I
hereby nominate and appoint the beneficiary as Successor Trustee hereunder to
make final distribution to himself or herself of the Trust Property and all
unpaid accumulations of income, dividends, and distributions thereon then held,
and thereby terminate this Trust.
IN WITNESS WHEREOF I have hereunto set my hand and seal this _____________ day
of _______________, 19____
Mr.
Mrs. _______________________________
Ms. Signature of Planholder
Signed and sealed in the presence
of the undersigned Witnesses:
Witness: ___________________________________
(Address) __________________________________
Witness: ___________________________________
(Address) __________________________________
STATE OF
ss#:
COUNTY OF
<PAGE>
On the ________________ day of _________________, 19____ before me came:
_________________________________________ to me known and known to me to be the
individual described in, and who executed the foregoing instrument, and
acknowledged that ________________________ executed the same; and in due form of
law acknowledged the foregoing instrument to be _______________________ act and
deed and desired the same might be recorded as such.
WITNESS my hand and notarial seal the date and year aforesaid.
____________________________________
Notary Public
(Notary Seal)
FORM OF
CUSTODIAN AGREEMENT
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
THIS AGREEMENT, dated the day of , 19 , by and between FIRST INVESTORS
CORPORATION, a corporation duly organized and existing under the laws of the
State of New York (herein called "Sponsor"), and IRVING TRUST COMPANY, a banking
corporation organized and existing under the laws of the State of New York
(herein called "Custodian").
WITNESSETH:
WHEREAS, the Sponsor acts as issuer of a unit investment trust (the
"Trust"), as defined in Section 4(2) of the Investment Company Act of 1940, as
amended, which accumulates shares of stock of First Investors Global Fund, Inc.
and distributes to the public single payment plan certificates and periodic
payment plan certificates with and without insurance issued by the Trust; and
WHEREAS, under Section 26(a) of the Investment Company Act of 1940, as
amended, the agreement of custodianship pursuant to which the securities of the
Trust are issued and sold must designate a trustee or custodian; and
WHEREAS, the Custodian is willing to be designated as Custodian and to act
in accordance with the provisions of this Agreement.
NOW THEREFORE, in consideration of the premises, the parties hereto,
intending to be legally bound hereby, DO HEREBY AGREE AS FOLLOWS:
1. During the term of this Agreement Sponsor shall deliver or cause to be
delivered to Custodian, all securities, cash, checks, and other property in
which the funds of the Trust are invested or are to be invested, all funds held
for such investment, all equalization, all redemption, and other special funds
of the trust, and all income upon, accretions to, and proceeds of such property
and funds, subject to the terms of this Agreement.
2. The Custodian shall segregate and hold the securities and property
described in Section 1 above and delivered to it hereunder in custody under this
Agreement, subject to the following disbursements, deliveries, and exchanges:
<PAGE>
(a) any disbursement, delivery, exchange or other surrender of
securities or property the Sponsor may direct by Written Instruction
(including disbursements and deliveries to planholders, creditors, the
Sponsor, its affiliates, and any other person named in any such Written
Instruction); and
(b) if the Custodian is not otherwise remunerated therefor, it may
charge against and collect from the income of the Trust, and from the
corpus thereof if no such income is available, such fees for its services
and such reimbursement for its expenses as are provided in Schedule A
attached hereto, as amended from time to time by mutual agreement of
Sponsor and Custodian, provided, however, that no such charge or collection
shall be made except for services theretofore performed or expenses
theretofore incurred.
3. The Sponsor shall be solely responsible for the performance of all
functions relating to the Trust not expressly and specifically required to be
performed hereunder by the Custodian. Without limitation of the foregoing, the
Sponsor shall:
(a) Provide for the rendition of, or render itself, all record keeping
and administrative services necessary to the maintenance of Planholder
accounts and operations of the Trust, including, but not limited to,
records reflecting the issuance of Plan Certificates and the names and
addresses of the holders of Plan Certificates;
(b) Be responsible for compliance by the Trust with any applicable
laws, rules and regulations of any regulatory agency or governmental body
having jurisdiction over the Trust including, but not limited to, filing
tax reports, returns or other tax documents required to be filed by the
Trust by applicable law or pursuant to the provisions of the Registration
Statement;
(c) Arrange for any desired or required substitution for Fund Shares,
and notify Planholders of any such substitution not later than five days
thereafter, in accordance with the provisions of applicable law;
(d) Arrange for the acquisition of Fund Shares and for the delivery to
the Custodian of the proper number of Certificates for such Fund Shares
registered in the name of the nominee of the Custodian;
(e) Arrange for the redemption of Fund Shares;
(f) Receive, and appropriately process, all Planholder Applications,
Share Certificates, payments and other contracts and communications,
including but not limited to securing for cancellation and cancelling
redeemed or terminated
-2-
<PAGE>
Plan Certificates.
4. All securities and property delivered to the Custodian hereunder shall
be maintained, subject to disbursements authorized in Section 2 above, in the
following accounts:
(a) The Custodian shall maintain a Cash account in its own banking
department for the deposit of: [i] all cash forwarded by the Sponsor; [ii]
cash dividends and capital gains distributions received on Fund Shares held
by the Custodian; [iii] insurance premiums and proceeds received by the
Custodian; [iv] proceeds of redemptions of Fund Shares received by the
Custodian and [v] any other accretions (in the form of cash or cash
equivalents) to property held by the Custodian hereunder received by the
Custodian. The Custodian shall at all times maintain an accurate total
balance of all cash and cash equivalents held from time to time in such
account, but shall have no obligation to establish or maintain separate
balances for any Planholder, any other breakdown of the aggregate balance,
or any separate accounting of the sources of such cash or cash equivalents.
(b) The Custodian shall maintain a Share Account which shall, at all
times reflect the total number of Fund Shares held by the Custodian in the
name of its nominee or nominees for the account of Planholders, but shall
have no obligation to establish or maintain separate balances reflecting
the number of Fund Shares accumulated for each Planholder or to maintain
any separate accounting of the sources of such Shares. The Share Account
balance shall consist of the total of all Fund Shares delivered to the
Custodian hereunder, whether such Fund Shares represent shares purchased
for Planholders, shares received as a result of a stock dividend, split,
merger or other reorganization involving the Fund, or shares representing
reinvested dividend or capital gains distributions. The Custodian shall
vote the Fund Shares in its possession at all regular and special meetings
of the Stockholders of the Fund in accordance with the Written Instructions
of the Sponsor and to that end shall execute and deliver to the Sponsor
proxies and other appropriate authorizations relating to the voting of Fund
Shares as such Written Instructions shall specify.
The Custodian is authorized and directed to withdraw cash or Fund
Shares held by it, and to deliver cash or certificates for shares (in
proper form for transfer) to the Sponsor, or its designee, upon receipt of,
and in accordance with, the Sponsor's Written Instructions.
5. Transfer of Fund Shares, Share Certificates, cash and other property
between Custodian and Sponsor shall be effected in accordance with the
operational arrangements described in Schedule B, attached hereto, as amended
from time to time by mutual agreement of Sponsor and Custodian.
-3-
<PAGE>
6. The term "Written Instruction(s)" shall mean an authorization,
configuration, instruction, or request issued by or on behalf of the Sponsor.
All Written Instructions shall be dated and bear the signature of such of the
officers and agents of the Sponsor, as may be authorized to sign Written
Instructions in accordance with the names and numbers specified in the most
recent incumbency and signature certificate delivered by the Sponsor to the
Custodian. Such incumbency and signature certificate shall set forth the names
and signatures of all persons authorized to sign Written Instructions and shall
be executed and attested to by the President and Secretary, respectively, of the
Sponsor and shall have the Sponsor's corporate seal affixed thereto. The
Custodian shall be fully protected in acting upon Written Instructions bearing
the signatures as set forth in the most recent incumbency certificate delivered
by the Sponsor to the Custodian. For the purposes of issuing "Written
Instructions" the term "Sponsor" shall include an affiliate of the Sponsor
appointed pursuant to Section 13(a) below.
7. In payment for its services under this Agreement, the Sponsor shall pay
to the Custodian, on a monthly basis, or in such other basis as the Custodian
and Sponsor may agree, the fees set forth in Schedule A hereto. If, after a
reasonable time has elapsed after demand therefor, the Custodian has not
received fees due, the Custodian may collect the amount owing in accordance with
Section 2 above, and in such event, the Custodian shall promptly notify the
Sponsor of the amount of charges collected, the source from which such charges
were collected and the date such collection was effected.
8. As soon as possible after the close of each month, and in no event,
later than the tenth working day of the subsequent month, the Custodian shall
render a statement to the Sponsor setting forth as of the end of said month the
closing balance of the Share Account (including Fund Shares confirmed for
delivery to the Custodian) and the closing balance of the Cash Account.
9. The Custodian shall be obliged to perform such duties and only such
duties as are specifically set forth in this Agreement, and no implied
obligations shall be read into this Agreement against the Custodian. Without
limiting the generality of the foregoing sentence, the Custodian specifically:
(a) is limited to bare custody of the assets and property delivered to
it hereunder, [subject to disbursement to such parties, including the
Sponsor, as the Sponsor may direct by Written Instruction] and to rendering
the reports described in Section 8.
(b) Except as provided in Section 4 above, assumes no duty, obligation
or responsibility whatsoever to exercise any voting or consent powers
-4-
<PAGE>
with respect to the Fund Shares held by it from time to time hereunder; no
duty to poll or inform Planholders on matters with respect to which
Planholders may exercise voting rights and shall incur no liability in
acting in accordance with Written Instructions received by the Custodian
from the Sponsor in connection with the exercise of voting rights by
Planholders.
(c) Assumes no duty, obligation or responsibility whatsoever to
handle, forward, or process in any way, notices of shareholder meetings,
proxy statements, annual reports, notices or written materials of any kind
sent to the Planholders.
(d) Shall not be liable for any taxes, assessments, exchange controls,
or other governmental charges which may be levied or assessed upon Fund
Shares held by it hereunder, upon income therefrom or otherwise whatsoever.
(e) Shall not be liable or responsible in any manner whatsoever for
any statement or omission in the Prospectuses or Registration Statements of
the Fund or the Trust, all of which are the sole responsibility of the
Sponsor of the Fund.
(f) Shall not be under any obligation to pay interest on any monies
received by the Custodian under or pursuant to this Agreement.
(g) Shall not be obliged to prosecute any claim on behalf of the
Planholders or the Sponsor, or to defend any claim against the same, except
as to any claim occasioned by the Custodian's own negligence, bad faith or
willful misconduct in the performance of its duties as specifically set
forth in this Agreement.
(h) Shall have no obligation whatsoever to maintain Planholder account
records of any kind or communicate with Planholders in any fashion.
(i) Shall not be liable for any securities or property except to the
extent that such securities and property are delivered into the physical
custody of the Custodian or its nominee. Property acknowledged by the
Deposit Bank to have been deposited in the "Transmission Account"
(described in Schedule B shall be deemed to be property delivered into the
physical custody of the Custodian or its nominee and any dispute concerning
transmission of said property between Deposit Bank and Custodian shall be
resolved by Custodian at its expense and risk. Any dispute as to whether
property was deposited in said Account shall be resolved by the Sponsor, at
its expense and risk.
10. No liability of any kind shall be attached to or incurred by the
-5-
<PAGE>
Custodian, by reason of its custody of the cash, Shares or other assets, held by
it from time to time under this Agreement, or otherwise by reason of its
position as Custodian hereunder, except only for its own negligence, bad faith,
or willful misconduct in the performance of its duties as specifically set forth
in this Agreement. Without limiting the generality of the foregoing sentence,
the Custodian:
(a) Shall not be liable for anything done or suffered to be done in
accordance with any Written Instruction.
(b) May rely and shall be protected in acting upon any signature,
instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties. With respect to
documents and notices of material importance to the Sponsor [other than
those received in the ordinary course of business] the Custodian shall give
reasonable notice thereof to the Sponsor.
11. The Sponsor hereby undertakes to indemnify, defend, and save harmless
the Custodian of and from any and all claims, actions, assessments, proceedings,
demands, costs, expenses, liabilities, losses, and damages whatsoever arising
out of, or in connection with, the Custodian's custody of the Securities and
property held by it from time to time under this Agreement, or out of, or in
connection with, the Custodian's status, acts or omissions under this Agreement,
except only for the Custodian's own negligence, bad faith or willful misconduct
in the performance of its duties as specifically set forth in this Agreement.
Without limiting the generality of the foregoing, the Sponsor hereby undertakes
to indemnify, defend, and save harmless the Custodian of and from any and all
claims, actions, assessments, proceedings, demands, costs, expenses,
liabilities, losses and damages whatsoever:
(a) Relating to any Securities, or property which were not delivered
into the physical custody of the Custodian or its nominee.
(b) Due to the failure of the Sponsor, the Fund or the unit investment
trust, to comply with any applicable law, regulation, or order of the
Securities and Exchange Commission, the Federal Government, or any other
State or Federal governmental authority, body or board, or of any
self-regulatory body having jurisdiction relating to the sale,
registration, or qualification of the Plans or any of them, or the Shares
sold in connection therewith, or any other aspect of the unit investment
trust whatsoever.
(c) Due to the failure of the Sponsor to comply with any of its
-6-
<PAGE>
proper undertakings and responsibilities in connection with the Plans.
(d) Due to or in connection with the performance or non-performance of
the Custodian's obligations as specifically set forth in this Agreement,
unless such performance or non-performance was due to the negligence, bad
faith or willful misconduct of the Custodian.
(e) Arising out of a claim that with respect to Plans issued prior to
the effective date of this Agreement, such Plans, the applications
therefor, the declarations of trust and other documents relating thereto
require the Bank or First Pennsylvania Bank N.A. to perform duties which it
was required to perform heretofore but is no longer required to perform
under this Agreement.
12. In connection with the indemnification provided by Section 11 above,
the following additional provisions shall be effective:
(a) The Custodian shall not confess, settle, compromise, or pay any
claim, action, assessment, proceeding demand, cost expense, liability,
loss, or damage subject to indemnification under Section 11 without at
least fourteen (14) days' prior written notice to the Sponsor setting forth
the general nature of the matter including the identity of the claimant.
During said fourteen (14) day period, the Sponsor may assume the defense of
any such claim, action, assessment, proceeding or demand.
(b) Upon written request of the Custodian, the Sponsor shall assume
the entire defense of any claims subject to the indemnity set forth in
Section 11 or the joint defense with the Custodian of such claim as the
Custodian shall reasonably request.
(c) All indemnity, defense, and assurance provisions of this Agreement
shall indefinitely survive the termination of this Agreement.
13. Either the Custodian or the Sponsor may terminate this Agreement at any
time upon one hundred twenty (120) days' notice in writing to the other. Upon
receipt or delivery of any such notice of termination, the Sponsor shall
promptly obtain as a successor custodian, a bank or trust company in good
standing and with legal capacity to act. On the effective date of termination,
the Custodian shall transfer to such successor custodian all assets of the Trust
then held by it as Custodian, less charges due the Custodian. If no successor
custodian is prepared to accept transfer on the effective date of termination,
the parties may extend the termination date upon such terms and conditions as
the parties hereto may mutually agree, which terms must guarantee the Custodian
a reasonable return on its services. Unless such mutual agreement is reached
with respect to the rendition
-7-
<PAGE>
of services by the Custodian, the Custodian may, in its discretion, refuse to
accept any assets relating to Plan Certificates issued after the termination
date set forth in such notice, but this Agreement shall remain in effect with
respect to all Plan Certificates issued prior to such termination date until the
respective termination dates of each Plan Certificate issued prior to the
termination date set forth in the notice of termination.
(a) This Agreement shall not be assigned, modified or amended by
either of the parties hereto without the prior written consent of the other
party provided, however, that the Sponsor may assign to an affiliate
thereof its responsibility to provide Planholder bookkeeping and
administrative services required for the operation of the Trust or
necessary to the maintenance of Planholders' accounts.
(b) The Registration Statement, Prospectuses, Plan Applications, Plan
Certificates, Schedules (except Schedule A), confirmations, notices, sales
literature, tax and other returns and reports and documents of the Trust
and all communications with Planholders shall be prepared by, or at the
direction of, the Sponsor and any revisions or amendments of the foregoing
materials shall be prepared and effected by the Sponsor without the
approval of the Custodian provided, however, that to the extent that any of
such materials contain provisions or statements describing the functions of
the Custodian, such provisions and statements shall be subject to the
reasonable approval of the Custodian.
14. Nothing in this Agreement is intended to or shall require the Custodian
to perform any function or service on any day when the Custodian is closed for
general business.
15. The terms as defined in this Section wherever used in this Agreement,
or in any amendment or supplement hereto, shall have the meanings herein
specified unless the context otherwise requires:
(a) The term "Fund" shall mean First Investors Global Fund, Inc., a
Maryland corporation, and any investment company registered with the
Securities and Exchange Commission under the Investment Company Act of
1940, as amended, substituted for First Investors Global Fund, Inc.
(b) The term "Fund Shares" means shares of common stock issued by the
Fund and any shares of common stock substituted therefor by the Sponsor.
(c) The "Plan Certificate" shall mean a Certificate issued by the
Trust evidencing a beneficial interest in the assets and income of the
Trust and shall include Single Payment Plan Certificates, Periodic Payment
Plan Certificates
-8-
<PAGE>
and Periodic Payment Plan Certificate with Insurance, a specimen of which
is filed as an exhibit to the Registration Statement.
(d) The term "Plan Application" shall mean an application for the
issuance of Plan Certificates.
(e) The term "Securities" shall include Fund Shares and any other
security in which assets of the unit investment trust may be invested.
(f) The term "Trust" means the unit investment trust which issues Plan
Certificates for the accumulation of Fund Shares in accordance with the
provisions of this Agreement or a prior agreement with First Pennsylvania
Bank N.A., if any.
16. This Agreement shall be executed in four or more counterparts, each of
which shall be deemed an original and all of which taken together shall be
deemed one and the same agreement. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York and shall
become effective on the first date written above and shall thereupon supercede
all previous agreements.
IN WITNESS WHEREOF, the Sponsor has caused this Agreement to be executed by
its President, attested by its Secretary and its corporate seal to be hereunto
affixed; and the Custodian has caused this Agreement to be executed by its duly
authorized Vice President and attested to by one of its Assistant Secretaries,
and its corporate seal to be hereunto affixed, all as of the date and year first
above written.
(SEAL) FIRST INVESTORS CORPORATION
ATTEST:
____________________ By:____________________________
Secretary & Counsel President
(SEAL)
ATTEST: IRVING TRUST COMPANY
__________________ By:__________________________
-9-
<PAGE>
Assistant Secretary Vice President
-10-
<PAGE>
SCHEDULE A
----------
Operational Agreement for Transmitting
Planholder Payments, Sponsor and Planholder
Fund Shares, and Redemption Proceeds,
Dividends and Distributions Paid in
Cash to Planholders.
1. Sponsor shall instruct all Planholders to remit payments to the Sponsor,
and to make such payments payable to the order of the Sponsor.
2. Upon receipt of Planholders' payments, Sponsor shall deposit such
payments into an account maintained by the Custodian in a New York or New Jersey
bank or savings and loan acceptable to the Sponsor for transmission to the
Custodian (the "Transmission Account").
3. The Sponsor or its affiliate designated pursuant to Section 13(a) of the
Agreement shall maintain at Irving Trust Company or at a bank or savings and
loan located in New York, New Jersey or Pennsylvania a checking account (herein
called the "Payment Account") and shall remit via said Payment Account to the
proper payees the amounts due from redemption of Fund Shares and from dividends
and distributions on Fund Shares payable in cash to Planholders. On each date
that the Sponsor or its affiliate mails or otherwise forwards checks drawn on
said Payment Account to payees, Sponsor or its affiliate shall give the
Custodian immediate telephone advice (to be confirmed by Written Instructions)
to transfer the amount of said checks, in collected balances, from the Custody
Account to the Payment Account. The Sponsor shall be responsible for maintaining
at all times sufficient collected balances in the Custody Account to transfer
funds to cover all checks issued in accordance with this procedure. When
redemption requests require presentation of Fund Shares to the Fund or its agent
and when dividends and capital gains distributions on Fund Shares are paid to
the Custodian, the Custodian shall promptly notify the Sponsor or its affiliate
designated pursuant to Section 13(a) of the Agreement when the proceeds of such
redemption or the capital gains distributions or dividends, as the case may be,
are received by the Custodian and such notice shall notify the amount received
in each case.
-11-
<PAGE>
SCHEDULE B
----------
Operational Arrangements Regarding the Transfer of Fund Shares, Share
Certificates, Cash and other Property Between Custodian and Sponsor
-12-
FIRST INVESTORS CORPORATION
95 WALL STREET
NEW YORK, NEW YORK 10005
ASSOCIATE'S AGREEMENT
This Agreement shall govern affiliation with First Investors Corporation
("Company") as a registered representative ("Representative") or manager
("Manager") of the Company. I agree to comply with the terms and conditions set
forth in this Agreement in consideration for the sales and administrative
support, initial and ongoing training, and compensation that will be provided to
me by the Company.
SECTION ONE: SERVICES TO BE PROVIDED; MANNER AND MEANS OF SERVICES:
(a) Services as a Representative. If I am affiliated with the Company as a
Representative, my services will consist of selling investments and other
products sponsored or approved by the Company ("Authorized Products") to clients
("Clients") and servicing Client accounts ("Accounts") in accordance with (i)
the terms of this Agreement, (ii) the rules of the National Association of
Securities Dealers, Inc. ("NASD"), (iii) applicable federal, state and local
laws and (iv) any policies and procedures which the Company may, in its sole
discretion, adopt from time to time to satisfy its regulatory obligations under
the NASD's rules and federal and state law with respect to supervision,
training, and compliance ("Regulatory Obligations").
I understand that the Company will exercise no control over the time, place
and manner in which I perform services, except to the extent required to satisfy
its Regulatory Obligations. I understand that any training required by the
Company will be limited to that which is required to meet its Regulatory
Obligations. I further understand that it is my responsibility to obtain all
required securities and insurance licenses before engaging in any sales
activities, to comply with the laws, regulations, and Company policies that
apply to my activities, and to act ethically, honestly, and in the best
interests of Clients at all times.
(b) Services as a Manager. If I am affiliated with the Company as a
Manager, my services will consist of (i) supervising one or more sales offices
or Representatives in accordance with the Company's policies and procedures,
(ii) providing Representatives with such initial and ongoing training as the
Company deems necessary to comply with its Regulatory Obligations, and (iii)
carrying out such other duties and responsibilities as may be assigned by the
Company. I will also be permitted to sell Authorized Products to Clients and to
service Client Accounts, as long as such activities do not, in the opinion of
the Company, interfere with my supervisory responsibilities. I understand that
the Company reserves the
<PAGE>
right, at its sole discretion, to select those Associated Persons who will be
offered the opportunity to become Managers.
SECTION TWO: STATUS AS AN INDEPENDENT CONTRACTOR OR EMPLOYEE:
(a) Registered Representatives. If I am associated with the Company as a
Representative, I will be treated as an independent contractor and not as an
employee for federal tax purposes and will be personally responsible for (i)
paying all employment-related federal, state and local taxes (including, but not
limited to, federal Self-Employment Contribution Act taxes) as well as income
taxes imposed on compensation received pursuant to this Agreement, (ii) making
all required deposits of such taxes, and (iii) filing all appropriate tax
returns and information reports related to such taxes.
(b) Managers. If I am associated with the Company as a Manager, I will be
treated as an at-will employee for federal tax purposes.
SECTION THREE: COMPENSATION:
(a) Compensation as a Representative. As a Representative, my compensation
will consist solely of (i) commissions ("Commissions") on sales of Authorized
Products at the rates and under the conditions set forth in the Commission
schedules ("Commission Schedules") that are in effect at the time the
Commissions are earned, (ii) service and other fees for providing ongoing
service and advice to Clients ("Service Fees") at the rates and under the
conditions set forth in the Commission Schedules in effect at the time that the
Service Fees are earned, and (iii) such bonuses, prizes, fees and other benefits
as may, from time to time, be awarded by the Company in its sole discretion.
I understand that the Company's principal purpose is to serve as the
distributor for its own family of mutual funds and variable insurance products,
that the Commissions, Service Fees and other compensation paid to
Representatives with respect to those products are based upon the assumption
that Clients will maintain the products for the long-term, and that any action
on my part to induce Clients to liquidate such products prematurely without the
Company's consent would be inconsistent with the basis on which I will be
compensated.
(b) Compensation as a Manager. As a Manager, my compensation will consist
of (i) overrides, to the extent permitted by law, on Commissions, Service Fees
and other compensation earned by Representatives whom I supervise ("Overrides")
at the rates and under the conditions set forth in the Override schedules
("Override Schedules") which are in effect at the time the Commissions and
Service Fees are earned, (ii) such bonuses, prizes, fees and other benefits as
may, from time to time, be awarded by the Company in its sole discretion and
<PAGE>
(iii) Commissions and Service Fees on my personal sales and personal servicing
of Client Accounts at the rates and under the conditions set forth in the
then-current Commission Schedules.
(c) Terms and Conditions Relating to Compensation. I understand that: (i)
Commissions, Service Fees and Overrides (if applicable) are not earned until all
required paperwork is submitted "in good order" and the Company receives and
becomes legally entitled to retain the payments from which such compensation is
to be paid; (ii) bonuses and prizes are not earned until they are awarded and
thus I must be affiliated with the Company at the time bonuses and prizes are
awarded to receive them; (iii) Service Fees are paid only for continuing service
to Client Accounts and the Company reserves the right to determine the
conditions under which Service Fees are to be paid and their amounts; (iv) the
Company may at any time, in its sole discretion, with prior notice, terminate or
modify any Commission, Override, Service Fee, or other compensation schedule,
including its conditions, as it applies to new sales and services; (v)
additional investments to existing accounts constitute new sales for purposes of
Commissions, Overrides, bonuses, prizes, and awards, unless the customer is
considered by the Company to be contractually committed to make them; (vi) the
Company may temporarily withhold, from Commissions, Overrides, bonuses, prizes,
awards and other compensation, amounts sufficient to protect the Company against
refunds to customers; (vii) and the failure of the Company to withhold money
from any payment made to me shall not be deemed a waiver of the Company's right
to collect any debt I owe to the Company.
(d) Expenses. I am solely responsible for paying any expenses that I incur
in rendering services under this Agreement, other than expenses that are
expressly assumed by the Company in writing.
SECTION FOUR: REFUNDS; CHARGEBACKS; LOANS:
The Company reserves the right, in its sole discretion, to refund to any
Client all or part of any payment made by the Client in connection with the
purchase of any Authorized Product. In the event that the Company makes any
refund to a Client relating to any Authorized Product, I will be responsible for
repaying to the Company all or any portion of any Commission, Override, or other
compensation that I have received which was attributable to the Product without
regard for whether I was at fault, provided that no repayment shall be required
for any refund made to a purchaser of a periodic payment plan in accordance with
any refund privilege provided by federal or state law if the Commission,
Override, or other compensation was paid on a non-recourse basis.
In the event that monies are transferred to me by the Company (or any of
its affiliates) over and above the amounts earned through Commissions,
Overrides, and other compensation or
<PAGE>
I become responsible for repaying any monies as a result of refunds, I agree
that such monies shall be loans to me from the Company ("Loans"). Upon the
termination of this Agreement, any Loan that I owe will become immediately due
and payable without need for demand. If I do not immediately repay any Loan in
full upon demand or termination of my affiliation with the Company, I will also
pay interest, compounded monthly, on the balance due at the current prime rate
as published from time to time in the Wall Street Journal multiplied by 1.4. I
grant the Company a lien on, and the right to take, any compensation, payment,
or benefit that is due or that may become due to me to offset any unpaid Loan.
This right of offset does not limit in any way the Company's right to take legal
action to collect any Loan. If a Loan is placed in the hands of any agency or
attorney for collection, I will also be responsible for paying the costs of
collection, including attorney fees.
SECTION FIVE: COVENANTS:
(a) Client Information. I understand and agree that all information
maintained by the Company regarding Client Accounts ("Client Information"),
including the names, addresses, phone numbers, account numbers, and financial
histories and profiles of Clients, is the sole and exclusive property of the
Company and is entitled to the status and protection of trade secrets. I will
not divulge or reveal Client Information to any third party and under no
circumstances will I reveal or permit such information to become known by any
competitor of the Company either during my affiliation with the Company or at
any time thereafter. On or before termination of my affiliation with the
Company, I will return all records containing Client Information, whether in
original, duplicated, computerized, handwritten, or other form, and I will not
attempt to reconstruct such information from memory after my termination.
(b) Solicitation of Clients. I agree that at no time during the term of
this Agreement or for one year after its termination will I, directly or
indirectly, without the Company's consent, attempt to solicit, by mail, phone,
personal meeting, or any other means, any Client (other than my spouse or a
member of my family) whose Account I serviced or whose name became known to me
during my affiliation with the Company: (i) to transfer his or her Account to
any other broker-dealer or financial services firm; (ii) to open a new account
with any other broker-dealer or financial services firm; or, (iii) to close his
or her Account, liquidate Authorized Products, or otherwise discontinue his or
her association with the Company and its products.
I understand and agree that the prohibitions on solicitation of Clients
apply whether the Clients are obtained through my own efforts or as the result
of reassignments of house accounts, seminars, advertising, or other means. I
understand that, while I may develop Clients from contacts with friends and
acquaintances that I may have had prior to my affiliation with
<PAGE>
the Company, in doing so I will be using the Company's name, good will, and
resources.
I also understand and agree that the terms "solicit" and "solicitation" are
to be construed broadly to include any contact or communication of any kind
whatsoever with a Client, including an announcement of new employment, that is
intended or reasonably likely to invite, encourage or induce any such person to
do business with me at another broker-dealer or financial services firm, to
liquidate (partially or entirely) Authorized Products sold by the Company, or to
close (partially or entirely) Accounts with the Company.
(c) Solicitation of Associated Persons. At no time during the term of this
Agreement or for one year after its termination will I, directly or indirectly,
solicit any Representative, Manager, or employee of the Company or any of its
affiliates (collectively, "Associated Person") to terminate his or her
affiliation or to breach or terminate any contract with the Company or any of
its affiliates. The term "solicit" is to be broadly construed, in the manner
previously indicated, to include all communications that are intended or
reasonably likely to invite, encourage, or induce an Associated Person to
terminate an affiliation.
SECTION SIX: REMEDIES:
(a) Injunctive and Other Equitable Relief: If I violate any of the
covenants of Section Five of this Agreement, the Company shall be entitled to
obtain injunctive and other equitable relief from the NASD or any court of
competent jurisdiction to prevent any further breach of such Agreement and to
prevent me from being unjustly enriched by the violation. Equitable relief may
include an order requiring that I disgorge any profit that I have made or will
make as the result of the violation, including any Commissions, Overrides (if
applicable), Service Fees, advisory fees, wrap fees or other fees that I have
earned or will earn, as a result of the violation.
(b) Actual Damages. In addition to injunctive and equitable relief that may
be available, the Company shall be entitled to recover from me any actual
damages that result from the violation of any of the terms of this Agreement,
including the loss of Service Fees, management fees, advisory fees, and other
fees that could have been earned by the Company and its affiliates if Client
Accounts and Authorized Products had not been liquidated or transferred in
violation of Section Five of this Agreement. I agree that I will not contest the
Company's legal authority or standing to collect such damages in any proceeding
brought to enforce this Agreement.
(c) Liquidated Damages. Because actual damages may be difficult to
quantify, I agree that the Company shall be entitled to obtain liquidated
damages in the amounts of: (i) two times
<PAGE>
the compensation over the prior twelve months of any Associated Person who is
induced to terminate his or her affiliation with the Company as the result of
any violation of Section Five, which sum is intended to compensate the Company
for the costs of recruiting, training, and developing a replacement; (ii) two
times the gross Commissions generated in connection with any liquidations and
reinvestments of Authorized Products that are induced by any violation of
Section Five, which sum is intended to compensate the Company for the costs
incurred in selling Authorized Products and the profits that are lost by the
Company and its affiliates as the result of the liquidation of such Products;
(iii) two times the annual Service Fees generated on Client Accounts that are
transferred to a new broker-dealer or financial services firm as the result of a
violation of Section Five, which sum is intended to compensate the Company for
the loss of Service Fee income on accounts that are improperly solicited; and,
(v) $10,000 (increased annually after 1996 for inflation based upon the Consumer
Price Index) for any other violation of this Agreement.
(d) Non-Exclusivity of Remedies. I agree that the Company shall be entitled
to seek actual damages, disgorgement, and liquidated damages as alternative
remedies in the same proceeding. It shall also be entitled to obtain injunctive
relief, irrespective of whether damages are sought or obtained.
(e) Attorney Fees, Costs and Indemnification. I agree that I will pay the
Company's attorney's fees and costs if it is required to file a lawsuit,
complaint or NASD petition to enforce its rights under this Agreement as a
result of a violation by me of any of the provisions of this Agreement. I also
agree to indemnify and hold the Company harmless from claims of third parties
that arise from my violation of any of the terms of this Agreement.
SECTION SEVEN: WAIVER:
Failure or delay on the part of the Company to exercise any right, power or
privilege under this Agreement shall not operate as a waiver of such right,
power or privilege. Nor shall any single or partial exercise of any right, power
or privilege preclude any further exercise of the same or any other right, power
or privilege.
SECTION EIGHT: NOTICE:
I agree to notify the Company immediately in writing of the happening of
any event which constitutes a breach of the terms of this Agreement, which
results in the cessation of my right to receive payment of Commissions,
Overrides, Service Fees or other compensation under this Agreement, or which
could otherwise affect the interests of the Company or its affiliates.
SECTION NINE: AUTHORITY:
<PAGE>
I shall have no authority by any statement, promise, representation,
agreement or contract of any kind to bind the Company to any contract with any
third party or to waive any of the Company's rights or requirements (or those of
any affiliate of the Company).
SECTION TEN: ARBITRATION; CHOICE OF LAW; FORUM:
I understand and agree that any dispute between me, the Company, or any of
its officers, directors, Associated Persons, or affiliates, concerning this
Agreement, my affiliation with the Company, or any other matter shall be settled
through binding arbitration under the NASD's Code of Arbitration, provided that
the Company shall be entitled to seek injunctive and other equitable relief in
any court of law having jurisdiction to the extent permitted under NASD rules.
This Agreement and its enforcement shall be construed in accordance with, and
shall be governed by, the laws of the State of New York.
SECTION ELEVEN: TERMINATION OF AGREEMENT:
The Company may terminate this Agreement at any time by filing a notice of
termination with the NASD in accordance with the NASD's rules. This Agreement
shall also terminate upon notice by me or by my death.
SECTION TWELVE: ENTIRE AGREEMENT; PREVIOUS AGREEMENTS; AMENDMENTS; INVALID
PROVISIONS:
This is the entire agreement between the Company and myself. Any and all
previous agreements with respect to compensation, services, and affiliations
between the Company and myself are hereby terminated, cancelled and superseded
by this Agreement, as of the date hereof, unless otherwise separately agreed to
in writing. This Agreement may not be modified, amended or waived by the
Parties, except by a written instrument duly executed by an Executive Officer of
the Company. The invalidity or unenforceability of any section or subsection of
this Agreement shall not affect the other sections or subsections hereof.
Moreover, a court of competent jurisdiction or an NASD arbitration panel shall
have the authority to strike, amend, or "blue pencil" any section, subsection,
or portion of this Agreement to the extent necessary to make it valid and
enforceable.
SECTION THIRTEEN: SURVIVAL:
Sections, Three, Four, Five, Six, Seven, Eight, Nine, Ten, and Twelve of
this Agreement shall survive the termination of this Agreement.
SECTION FOURTEEN: ACKNOWLEDGEMENTS:
<PAGE>
I acknowledge that I have had the opportunity to read this Agreement in its
entirety before signing it, to ask the Company questions about this Agreement,
and to seek the advice of my own legal counsel (at my own expense). I also
acknowledge that I understand the terms of this Agreement and knowingly and
freely agree to abide by them. IN WITNESS WHEREOF, the Associate and the Company
have duly executed this Agreement on this_____day of ____________, ________.
THE ASSOCIATE
____ _____________________________________________
Associate's Signature
____ _____________________________________________
Associate's Name (Print)
____ _____________________________________________
Street Address
____ _____________________________________________
City, State Zip Code
Office No._______ FIRST INVESTORS CORPORATION
Recommended by:________________________
BY:__________________________________________
Authorized Officer
<PAGE>
FIRST INVESTORS CORPORATION
SALES REPRESENTATIVE COMMISSION CONTRACT
SCHEDULE A LEVEL I (Effective 04/01/95)
For Representatives who became licensed with
First Investors Corporation
on December 23, 1991 or thereafter.
A Registered Representative earns commission based on the following:
Bonusable Earnings Schedule
New Representatives will be personally supervised during initial sales training
and will earn income on FIC products based on the following schedule:
<TABLE>
<S> <C> <C> <C>
Proprietary First Year Payments First Investors Life Cash Sales of
Products * on Contractual Plans Outside Mutual Funds**
(% of Sales (% of Sales Charge) Actual First Year (% of Dealers Concession)
Charge) Commissions on
Variable Life
25% 20% and Variable Annuity 22%
</TABLE>
This applies until the Representative has successfully completed the Supervised
Training Program (generally, $2,500 in FIC earnings, with Representative having
demonstrated sufficient knowledge and ability), at which time the following
Schedule A earnings schedule will then apply:
<TABLE>
<S> <C> <C> <C>
Proprietary First Year Payments First Investors Life Cash Sales of
Products * on Contractual Plans Outside Mutual Funds**
(% of Sales (% of Sales Charge) Actual First Year (% of Dealers Concession)
Charge) Commissions on
Variable Life
40% 32% and Variable Annuity 35%
</TABLE>
Contractual Plan Continuing Commissions (not Bonusable Earnings)
On contractual plans, the continuing commission rate applicable to the sales
charge received by the company on each of the payments NO. 24, 36, 48, etc. up
to payment No. 120 or 180 is:
On the 10 year plan - 185%
On the 15 year plan - 230%
PAYMENT OF BONUS
At the end of each calendar quarter, the appropriate Bonus % from the Bonus
Table will be applied to all year-to-date Eligible Bonusable Earnings to get the
Bonus. The Bonus will be reduced by any amount paid in previous quarters for
that calendar year.
Eligible Bonusable Earnings are Bonusable Earnings excluding First Investors
Life earnings.
Bonuses will be paid within 20 days of the end of each calendar quarter but only
if you are fully licensed and under contract with FIC on the payable date.
FIRST INVESTORS CORPORATION
PLAN CERTIFICATE
PLANHOLDER ACCOUNT NO.
UNDERLYING SHARES
PERIODIC PAYMENT PERIOD AMOUNT RECEIVED TO OPEN
ACCOUNT
TOTAL AGREED PAYMENTS AMOUNT OF SUBSEQUENT PERIODIC
MONTHLY PAYMENT
PROSPECTUS DATE PLAN ISSUE DATE
This Plan Certificate represents an agreement between First Investors
Corporation, a New York Corporation (the "Sponsor"), and the Planholder named
above and evidences the Planholder's interest in the unit investment trust (the
"Plan") described in the Prospectus attached hereto.
The Planholder by execution of a Plan Application (the "Application") which has
been accepted by the Sponsor and by payment of the amount specified above,
receipt of which is hereby acknowledged by the Sponsor, has agreed to
participate in the Plan.
The Plan is governed by the terms and provisions herein and on the reverse
hereof, and by the terms and provisions stated in: (a) the Application, a copy
of which is attached, (b) the currently effective prospectus hereto attached,
and (c) the Custodian Agreement between the Sponsor and the Custodian, Irving
Trust Company, through the date of this Plan, relating to the type and series of
Plan specified above, all of which terms and provisions are incorporated herein
by reference as if set forth in full in this instrument. The Sponsor may modify
the privileges, terms and conditions of the Plan provided, however, that no such
modification may be made which affects the Planholder adversely without his
written consent, and further provided, that where any such modification affects
the functions of the Custodian, its approval thereof is required. The terms of
the Plan and this Plan Certificate shall become binding and effective upon the
Planholder and the Sponsor on the date hereof.
IN WITNESS WHEREOF, The Sponsor has caused this Plan to be duly executed.
_________________________ ___________________________
Authorized Signature Executive Vice President
(Facsimile Signature)
<PAGE>
First Investors Logo
PRIVILEGES, TERMS AND CONDITIONS
The Plan Certificate is issued subject to the following privileges, terms and
conditions, which shall in all respects be construed as part thereof:
I. DEPOSITS AND DEDUCTIONS: The Planholder authorizes and directs the
Sponsor or its designee to deposit the Planholder's payment(s), arrange for the
receipt by the Custodian of dividend and capital gains distributions in an
account or accounts maintained for the unit investment trust by the Custodian
and to instruct the Custodian to deduct and pay therefrom such deductions as the
Sponsor directs as specified in the Application, Prospectus and the Plan
Certificate.
II. DISTRIBUTIONS: The Planholder authorizes and directs the Sponsor or its
designee to arrange for deposit with the Custodian of all cash dividends and
capital gains distributions, if any, upon his Shares, and unless the Planholder
otherwise directs in writing, to apply such dividends and capital gains
distributions, after making authorized deductions, if any, to purchase of
additional Shares. Optional dividends and capital gains distributions are to be
accepted in additional Shares at net asset value, unless the Planholder
otherwise directs in writing. Any distributions in form other than cash or
Shares shall be sold by or at the direction of the Sponsor at such prices as it
may be able to realize therefor and the net proceeds applied to the purchase of
additional Shares at net asset value. All additional Shares shall be added to
those held for the Planholder by the Custodian.
III. REFUND PRIVILEGES: As required by the Investment Company Act of 1940,
as amended, Planholder has such refund privileges as are set forth in detail
under the heading "Refund Privileges" in the Prospectus.
IV. PURCHASE AND SALE OF SHARES: The Planholder authorizes and directs the
Sponsor to arrange for purchase with his payment(s), less authorized deductions,
the Shares and necessary fractions thereof for his account at net asset value
determined as of the close of the New York Stock Exchange on the day such
payments are received by the Sponsor for deposit to the Custodian's account. In
the case of reinvestment of income dividends and capital gains distributions,
the reinvestment is to be at net asset value determined as of the close of the
New York Stock Exchange on the date designated by the Fund and the reinvestment
date. Whenever Shares are authorized to be sold or redeemed under the terms of
this Plan, the Sponsor shall arrange for the sale or redemption of the same
promptly at the net asset value next determined. (See "Method of Selling Shares
in the Event of Partial Liquidation or Complete Termination" in the attached
Prospectus).
<PAGE>
V. OTHER TERMS AND CONDITIONS OF THE CUSTODIANSHIP: The Custodian shall
retain possession of the assets of the Plan deposited with it and shall pay out
such assets upon the written instructions of the Sponsor. The Custodian is
authorized to maintain an account or accounts for the receipt, and transmission
to the Custodian of the Planholder's payment(s) in any depository institution
complying with requirements set forth by the applicable provisions of the
Investment Company Act of 1940, as amended, provided that such depository
institution is acceptable to the Sponsor. The Custodian is authorized to
commingle the Planholder's payment(s) and dividends and capital gains
distributions with the payment(s) and dividends and capital gains distributions
of other Planholders in this Plan only, and the Custodian may deposit such funds
in a general account in its own banking department and accept deposits from such
other accounts as are provided for herein and in the Custodian Agreement. The
Custodian is authorized to commingle any and all Shares purchased for the
Planholder with Shares purchased for others in this Plan and to cause said
Shares to be registered in its name as Custodian or in the name of its nominee
or nominees. The Custodian shall keep all such payments, dividends,
distributions and certificates for Shares separate and apart from its own
corporate assets but shall have no obligation to establish or maintain separate
share or payment balances or accounts for any Planholder. All cash items,
Shares, other assets and property of the Custodianship shall be held by the
Custodian and shall be disbursed only as instructed by the Sponsor or its
designee provided, however, that if the Custodian is not otherwise remunerated
therefor, it may charge against and collect from the income of the Plan, and
from the assets thereof, if no income is available, such fees for its services
and such reimbursement for its expenses as are set forth in the Prospectus and
further provided, that no such charge or collection shall be made except for
services theretofore performed or expenses theretofore incurred.
The Sponsor shall keep records showing the number of payment(s) made by the
Planholder, all deductions from payment(s) and other assets and income of the
Plan and the number of Shares purchased with the net amount of all payment(s) or
reinvested dividends and capital gains distributions, the number of Shares sold
or withdrawn, and the number of Shares which from time to time are owned by the
Planholder hereunder. The duties and obligations of the Sponsor under the
Custodian Agreement, as amended, and as generally set forth herein may be
performed by its designee.
The Custodian's duties and obligations are limited to holding the assets of
the Plans and disbursing such assets in accordance with the instructions of the
Sponsor.
VI. ASSIGNMENTS TO SECURE LOANS: The Planholder may assign this Plan and
the Shares held hereunder to a bank or other loan
<PAGE>
institution (the Lender) as security for a loan. No such assignment will be
binding upon the Sponsor unless the Lender gives the Sponsor written notice that
the assignment has been released, the Lender will have the sole right to
exercise the Planholder's rights of partial or complete liquidation or
withdrawal. Such assignments may only be made to banks and other loan
institutions.
VI. TERMINATION: The Sponsor may not terminate the Planholder's interest in
the Plan for a period of twenty years from the date hereof (twenty-five years,
if this is a 15-year Periodic Payment Plan), except in certain limited instances
involving (1) delinquency in making periodic payments or (2) failure to approve
the acquisition of substituted Shares proposed by the Sponsor, all of which are
more fully set forth in the attached Prospectus. Until the Planholder's interest
in the Plan is terminated, the Custodian may not terminate its obligation to
hold in custody the assets of the Plan which are represented by this Plan
Certificate unless a successor Custodian has been designated and has accepted
the custody of the assets of the Plan.
FOR OTHER PROVISIONS AND RIGHTS OF THE PLANHOLDER RELATING TO VOTING RIGHTS,
REMITTANCE OF DIVIDENDS, PARTIAL OR COMPLETE WITHDRAWALS, TAXES, SUBSTITUTION,
SPECIAL ADMINISTRATIVE SERVICES, AND TO INSURANCE, DEFAULT, AND ACCELERATION OF
PAYMENTS (PERIODIC PAYMENT PLANS ONLY), REFERENCE IS MADE TO THE ATTACHED
PROSPECTUS. SUCH PROVISIONS SHALL IN ALL RESPECTS BE CONSTRUED AS PART OF THIS
PLAN CERTIFICATE, EXCEPT THAT IF THE PLAN IS ONE WITHOUT INSURANCE, SUCH
INSURANCE PROVISIONS SHALL NOT APPLY. A COPY OF THE CUSTODIAN AGREEMENT IS ON
FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE SPONSOR AND MAY BE INSPECTED BY ANY
REGISTERED PLANHOLDER DURING THE USUAL BUSINESS HOURS OF THE SPONSOR.
4/86
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
FIRST INVESTORS CORPORATION
Under Section 805 of the Business Corporation Law
The undersigned, being the President and the Secretary of FIRST INVESTORS
CORPORATION, do hereby certify and set forth:
(1) The name of the corporation is FIRST INVESTORS CORPORATION. The name
under which the corporation was formed is NFIC CORPORATION.
(2) The certificate of incorporation of NFIC CORPORATION was filed by the
Department of State on the 7th day February, 1968. The certificate of
amendment of the certificate of incorporation changing the name of
NFIC CORPORATION to FIRST INVESTORS CORPORATION was filed by the
Department of State on the 19th day of June, 1968.
(3) The certificate of incorporation of FIRST INVESTORS CORPORATION is
hereby amended pursuant to section 801(b)(2) of the Business
Corporation Law to enlarge its corporate purposes to specifically
include, in addition to those corporate powers previously granted, the
following:
"To act as an insurance agent, or
broker, for any person, firm or
corporation, for life insurance,
accident insurance, health insurance,
property insurance, casualty insurance,
or any other form of insurance; to
receive commissions or other
compensation from so acting as an
insurance agent or broker; to become
licensed to become an insurance agent or
broker under the laws of the State of
New York or any other State.
(4) The manner in which this amendment to the certificate of incorporation
of FIRST INVESTORS CORPORATION was authorized by the unanimous written
consent of the holders of all outstanding Shares entitled to vote
thereon; dated May 20, 1976, and filed with the corporation that date.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 20th day of May, 1976.
/s/ David D. Grayson, President
-------------------------------
/s/ Grace C. Sorensen Secretary
-------------------------------
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )
David D. Grayson, being duly sworn, deposes and says that he is the
President of FIRST INVESTORS CORPORATION, the corporation mentioned and
described in the foregoing instrument; that he has read and signed the same and
that the statements contained therein are true.
/s/ David D. Grayson, President
-------------------------------
Subscribed and sworn to before
me on May 20, 1976.
/s/ Andrew J. Donohue
- --------------------------------
Notary Public, State of New York
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<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATION OF INCORPORATION
OF
NFIC CORPORATION
Under Section 805 Of The Business Corporation Law
The undersigned, being the President and Secretary of NFIC CORPORATION, do
hereby certify and set forth:
(1) The name of the corporation is NFIC CORPORATION.
(2) The certificate of incorporation of NFIC CORPORATION was filed by the
Department of State on the seventh day of February, 1968.
(3) The certificate of incorporation of NFIC CORPORATION is hereby amended
to effect a change in the corporate name pursuant to section 801(b)(1)
of the Business Corporation Law.
(4) Article ONE of the certificate of incorporation is hereby amended to
read as follows:
"ONE: The name of the corporation is:
FIRST INVESTORS CORPORATION."
(5) The manner in which this amendment to the certificate of incorporation
of NFIC CORPORATION was authorized: by the unanimous written consent
of the holders of all outstanding shares entitled to vote thereon,
dated June 19, 1968, and filed with the corporation on that date.
IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 19th day of June, 1968.
/s/ David D. Grayson, President
-------------------------------
/s/ Grace C. Sorensen, Secretary
--------------------------------
STATE OF NEW YORK )
:
COUNTY OF NEW YORK )
David D. Grayson, being duly sworn, deposes and says the he is the
President of NFIC CORPORATION, the corporation mentioned and described in the
foregoing instrument; that he has read and signed the same and that the
statements contained therein are true.
/s/ David D. Grayson, President
-------------------------------
<PAGE>
Subscribed and sworn to before
me on June 19th, 1968
/s/ George J. Grumbach, Jr.
- --------------------------------
Notary Public, State of New York
<PAGE>
CERTIFICATE OF INCORPORATION
OF
NFIC CORPORATION
(Under Section 402 of the Business Corporation Law)
I, the undersigned, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York, do hereby
certify:
ONE: The name of the proposed corporation is: NFIC CORPORATION
TWO: The purpose for which the corporation is to be formed are to do any
and all of the things hereinafter set forth to the same extent as natural
persons might or could do in any part of the world, namely:
(a) To buy, sell, contract to buy, contract to sell, distribute, dispose
of, solicit offers to buy, distribute or sell, solicit applications or
subscriptions for, or otherwise to deal in and with plans for investment in the
securities of investment companies, stocks, bonds, debentures, certificates of
interest or participation, trust certificates, investment contracts, voting
trust certificates, annuity contracts or any other like interest or instrument,
whether as broker, dealer, underwriter, distributor, wholesaler, agent, sponsor,
depositor or otherwise.
To acquire, own, exchange, construct, produce, manufacture, operate,
distribute, trade or otherwise deal with, and dispose of in any manner,
mortgage, pledge or hypothecate, property, real or personal, or any interest
therein, of every kind and description, wheresoever situated, as principal,
agent, or broker as the same may appertain to or be useful in the conduct of the
business of the corporation;
To apply for, acquire, hold, own, enter into, use, dispose of, and
generally deal in and with grants, concessions, franchises, licenses and
contracts of every kind and description, and to experiment upon, test or develop
any process, improvement, invention or the like, and (without limiting the
generality of the foregoing), in carrying on its business and for purposes of
furthering its objects and purposes, to enter into and perform agreements,
guarantees and contracts of any nature with any governmental or private
entities, or any combination thereof, whatsoever;
<PAGE>
To acquire, own, hold, exchange, use, pledge, hypothecate, mortgage,
dispose of, and generally deal in and with, in any legally permissible manner,
securities, choses in action and obligations of every kind and description,
tangible and intangible, of any governmental or private entity, or any
combination thereof, whatsoever, located in or organized under the laws of any
part of the world; to acquire and become interested in any such securities,
choses in action, or obligations in any manner permitted by law, and
irrespective of whether or not they are fully paid or subject to further
payments or assessments; to exercise without limitation any and all rights,
powers and privileges of individual ownership and interest in respect of any
such choses in action, obligations or securities;
To aid and assist financially and otherwise, any entity, wherever located,
any security, choses in action, contract, or obligation of which is held
directly or indirectly by or for the corporation, or in the business, financing
or welfare of which the corporation shall have any interest;
To form or acquire, alone or jointly with others, subsidiary corporations
without regard to whether the purposes of such corporations are commensurate
with the purposes stated in this certificate of incorporation and to convey and
assign all or any part of its assets to any such subsidiary corporation or
corporations in exchange for shares of the capital stock or other securities or
evidences of indebtedness of such subsidiary corporation or corporations;
To acquire, in whole or in part, the business, including the real and
personal property of every kind, and to assume the whole or part of the
liabilities, of any person, firm, association, or corporation, and to pay
therefor in cash or in stock or bonds, or any other evidences of indebtedness of
this corporation or otherwise; to hold or in any manner use or dispose of the
whole or any part of such business and property so acquired and to exercise all
the powers necessary or incidental to the conduct of such business;
To pay for any property, securities, rights or interests acquired by the
corporation in cash or other property, rights, or interests held by the
corporation or by issuing and delivering in exchange therefor its own obligation
or securities howsoever evidenced;
To conduct its business and any and all branches thereof, in all localities
as permitted by law, and to maintain one or more offices and agencies either
within or anywhere without the State of New York;
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<PAGE>
To do any and all things herein set forth to the same extent and as fully
as natural persons might or could do and to do any and all other acts and things
necessary, appropriate or convenient for the furtherance of or incidental to the
business, objects and purposes herein enumerated and for the exercise of the
powers herein conferred.
The foregoing enumeration shall be construed in accordance with applicable
provisions of law and, to the extent therein permitted shall be construed as
powers as well as purposes and shall not be considered to exclude, limit or
restrict in any manner any power, right or privilege given to the corporation by
law, or to limit or restrict the meaning of the general terms of the general
powers of the corporation as found in the Business Corporation Law or any other
statute, regulation, decision or ruling now or hereafter in effect.
Nothing herein contained shall be construed as giving the corporation any
rights, powers or privileges not permitted to it by law, but the occurrence
within any of the foregoing clauses of any purpose, power or object prohibited
by the laws of the State of New York or of any other State, or of any territory,
dependence or foreign country, in which the corporation may carry on business,
shall not invalidate any other purpose, power or object not so prohibited, by
reason of its contiguity or apparent association therewith.
THREE: The office of the Corporation is to be located in the City of New
York, County of New York, State of New York.
FOUR: The total number of shares that may be issued by the Corporation is
two hundred (200) of no par value and shall be designated as Common Stock.
FIVE: The Secretary of State is designated as the agent of the Corporation
upon whom process against the Corporation may be served. The Post Office address
to which the Secretary of State shall mail a copy of any process against the
Corporation served upon him is: 120 Wall Street, New York, New York 10005.
IN WITNESS WHEREOF, I have made, signed and acknowledged this Certificate
this 6th day of February, A.D., 1968.
/s/ George J. Grumbach, Jr.
---------------------------
George J. Grumbach, Jr.
52 Wall Street
New York, New York 10005
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<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 6th day of February, 1968, before me personally came GEORGE J.
GRUMBACH, JR., to me known, and known to me, to be the person described in and
who executed the foregoing Certificate, and acknowledged to me that he had
executed the same.
Signature illegible
--------------------------------
Notary Public, State of New York
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<PAGE>
BY-LAWS
OF
FIRST INVESTORS CORPORATION
A New York Corporation
(including all amendments through October 17, 1974)
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meetings. An Annual Meeting of the shareholders for the
election of directors and for the transaction of such other business as properly
may come before such meeting shall be held on the third Wednesday in March in
each year, if not a legal holiday, or if a legal holiday then on the next
succeeding business day not a legal holiday, at such hour as may be fixed by the
Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders may be
called at any time by the Chairman of the Board or the President or the Board of
Directors, to be held at such time as he or they shall fix in the call. Upon the
written request of the holders of not less than ten percent of all the shares
issued and outstanding and entitled to vote at the particular meeting, the
Secretary shall call a special meeting of the shareholders, to be held at such
time as the Secretary shall fix, not less than ten nor more than sixty days
after the receipt of the request. The request shall state the purpose or
purposes of the meeting and shall be delivered to the Secretary. Only such
business may be transacted at a special meeting as is related to the purpose or
purposes set forth in the notice thereof given pursuant to Section 5 of this
Article I.
Section 3. Place of Meetings. Meetings of the shareholders shall be held at
such place within or without the State of New York as shall from time to time be
fixed or determined by the Board of Directors.
Section 4. Adjournment. Whether or not a quorum is present, any meeting of
shareholders may be adjourned for any reason by the holders of a majority of the
shares of stock present in person or by proxy and entitled to vote thereat or,
if no such shareholder is present, by the officer entitled to preside thereat
or, if such officer is not present, by the officer authorized to act as
secretary thereof, to a time and place determined by such majority of
shareholders or such officer, as the case may be. At any such adjourned meeting
at which a quorum shall be present in person or by proxy, any business may be
transacted that might have been transacted at the meeting as originally called.
When a determination of shareholders entitled to notice of or to vote at any
meeting of
<PAGE>
shareholders has been made, such determination shall apply to any adjournment
thereof, unless after the adjournment the Board of Directors fixes a new record
date for the adjourned meeting. If a new record is so fixed for any adjourned
meeting, notice of the adjourned meeting shall be given to each shareholder
entitled to vote at such adjourned meeting in the manner provided in Section 5
of this Article I. If a new record date is not so fixed, no notice of the
adjourned meeting shall be required if the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken.
Section 5. Notice of Meetings. Written notice of the date, time and place
of each annual or special meeting of the shareholders shall be given by the
Chairman of the Board or the President or the Secretary personally or by mail to
each shareholder of record entitled to vote at such meeting, or who by reason of
any action proposed at such meeting would be entitled to receive payment for his
shares pursuant to the provisions of the New York Business Corporation Law, not
less than ten nor more than fifty days before the meeting. Notice of each
special meeting shall also indicate that it is being issued by or at the
direction of the person calling the meeting and shall state the purpose or
purposes for which the meeting is called. Notices, if mailed, shall be directed
to each such shareholder at his address as it appears on the stock records of
the Corporation or, if he shall have filed with the Secretary a written request
that notices to him be mailed to some other address, at the address so
designated.
If action is proposed to be taken at any meeting which would, if taken,
entitle any shareholders to receive payment for their shares pursuant to the
provisions of the New York Business Corporation Law, the notice of such meeting
shall include a statement of that purpose and to that effect.
Notice of any meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting, or who attends a meeting, in person or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice thereof.
Section 6. Chairman and Secretary of Meetings of Shareholders. Each meeting
of the shareholders shall be presided over by the Chairman of the Board or, if
he shall not be present, by the President or, if he shall not be present, by a
Vice President or, if neither the Chairman of the Board nor the President nor
any Vice President shall be present, by a person chosen by the shareholders at
the meeting. The Secretary of the Corporation shall act as
<PAGE>
secretary of each meeting of the shareholders or, if he shall not be present, an
Assistant Secretary designated by the chairman of the meeting shall act as such
secretary or, if neither the Secretary nor any Assistant Secretary shall be
present, the shareholders at the meeting may choose a secretary. The secretary
shall keep minutes of the proceedings of the meeting and shall cause the same to
be recorded in books provided for that purpose.
Section 7. Inspectors of Election. Unless action in connection therewith
has been taken by the Board of Directors, then, at each meeting of the
shareholders, the chairman of the meeting may, and at the request of any
shareholder entitled to vote thereat shall, appoint one or more persons, who
need not be shareholders, to act as inspectors of election at such meeting. The
inspectors so appointed, before entering on the discharge of their duties, shall
take and subscribe an oath or affirmation faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the best of
their ability.
Section 8. Voting. At each meeting of the shareholders, each shareholder
entitled to vote at such meeting shall be entitled to one vote for each share of
stock standing in his name on the records of the Corporation and may vote either
in person or by proxy.
Any action, other than the election of directors, taken by the shareholders
at a meeting shall be authorized by at least a majority of the votes cast on
such action by shareholders entitled to vote thereon, except as otherwise
provided by law. Directors shall be elected by a plurality of the votes cast at
a meeting of the shareholders by shareholders entitled to vote in the election,
except as may otherwise be provided by law.
Section 9. Quorum. Except as otherwise provided by law, the presence at a
meeting, in person or by proxy, of the holders of record of one-third of the
shares of stock issued and outstanding, and entitled to vote thereat, shall be
necessary and sufficient to constitute a quorum for the transaction of business
and the election of directors. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 10. List of Shareholders at Meeting. A list of shareholders
entitled to vote as of the record date, certified by the Secretary or by any
transfer agent of the Corporation, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of election if
there be any, or the person presiding thereat, shall require such list of
shareholders to be produced as evidence of the right of
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<PAGE>
the persons challenged to vote at such meeting, and all persons who appear from
such list to be shareholders entitled to vote thereat may vote at such meeting.
Section 11. Written Consent of Shareholders. Any action required or
permitted to be taken by vote at any meeting of the shareholders may be taken
without a meeting if written consent, setting forth the action so taken, is
signed by the holders of all of the issued and outstanding shares entitled to
vote thereon.
ARTICLE II
Board of Directors
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed by the Board of Directors. In addition to the
powers and authorities expressly conferred on it by these By-Laws, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by law, by the certificate of incorporation or by
these By-laws, directed or required to be exercised or done by the shareholders.
Section 2. Number of Directors. The initial number of directors shall be
two. Thereafter, the number of directors shall be determined from time to time
by a resolution of the Board of Directors; provided, that if such resolution
effects a change in the number of directors such resolution shall be approved by
at least a majority of the total number of directors which the Corporation would
have if there were no vacancies, and further provided that the number of
directors, if less than three, shall be not less than the number of shareholders
who own all the shares of the Corporation beneficially and of record.
Section 3. Term of Office. Each director shall continue in office until the
next annual meeting of shareholders held after his election and until his
successor has been elected and qualified, or until his death, resignation or
removal.
Section 4. Removal of Directors. Any director may be removed at any time,
with or without cause, by the shareholders or, with cause, by the Board of
Directors.
Section 5. Vacancies. If any vacancy shall occur in the Board of Directors
by reason of death, resignation, removal (with or without cause), increase in
the number of directors or otherwise, such vacancy may be filled by a majority
vote of the directors then in office, though less than a quorum; provided,
however, that a vacancy resulting from removal by the shareholders may be filled
by election by the shareholders at the same meeting or by the same written
consent effecting such
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<PAGE>
removal.
Section 6. First Meetings. The first meeting of each newly elected Board of
Directors shall be held for organization, for the election of officers and for
the transaction of such other business as may properly come before the meeting,
as soon as practicable after each annual election of directors, at the time and
place, within or without the State of New York, specified in a notice given as
hereinafter provided for notice of special meetings, or specified in a written
waiver of notice. Such first meeting may be held, however, without notice,
immediately following the annual meeting of shareholders at the place at which
such annual meeting was held.
Section 7. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such times and at such places, within or without the
State of New York as may from time to time be determined by resolution of the
Board.
Section 8. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board or by the President and shall be called
by the Chairman of the Board or the President or Secretary on the written
request of two directors. Special meetings shall be held at such times and at
such places, within or without the State of New York, as shall be determined by
the Chairman of the Board or by the President or by the directors requesting the
meeting; provided, however, that the time so fixed shall permit the giving of
notice as provided in Section 9 of this Article II.
Section 9. Notice of Meetings. When required by these By-Laws to be given,
notice of the time and place of a meeting of the Board of Directors shall be
mailed to each director, addressed to him at his address as it appears on the
records of the Corporation, at least two days before the day on which the
meeting is to be held, or sent to him at such address by telegraph, radio or
cable, or telephoned or delivered to him personally, not later than the day
before the day on which the meeting is to be held. Such notice need not state
the purposes of the meeting. Notice of any meeting need not be given to any
director who submits a signed waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.
Section 10. Quorum and Required Vote. At all meetings of the Board of
Directors the presence in person of one-third of the total number of directors
which the Corporation would have if there were no vacancies shall constitute a
quorum for the transaction of business, and, except as otherwise provided by
law, by the certificate of incorporation or by these By-Laws, if a quorum shall
be present, the act of a majority of the directors present shall be the act of
the Board of Directors. However, any
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<PAGE>
action which may be required or which may be permitted to be taken by the Board
of Directors may be taken without a meeting, if all of the members of the Board
consent in writing to the adoption of a resolution authorizing the action.
Section 11. Adjournment. At any meeting a majority of the directors
present, without notice other than by announcement at the meeting, may adjourn
such meeting to another time and place for any reason, whether or not a quorum
is present.
Section 12. Minutes. The Board of Directors shall keep minutes of its
proceedings.
Section 13. Compensation of Directors Directors shall not, as such, receive
any salary from the Corporation but the Board of Directors may authorize the
payment to directors of a fixed fee and expenses for attendance at meetings of
the Board of Directors or any committee thereof. Nothing in this Section shall
be construed to prevent the compensation of a director for services rendered to
the Corporation in another capacity.
ARTICLE III
Executive Committee
Section 1. Designation, Term of Office and Qualifications. The Board of
Directors may, by resolution adopted at any meeting by a vote of a majority of
the total number of directors the Corporation would have if there were no
vacancies, designate an Executive Committee consisting of three or more
directors. Each member of the Executive Committee shall continue in office until
the first meeting of the Board of Directors after the annual meeting of
shareholders next following his designation, or until he shall cease to be a
director, or until his death, resignation or removal, or until the Board of
Directors shall dissolve the Executive Committee. One or more directors may be
designated, by a vote of a majority of the total number of directors the
Corporation would have if there were no vacancies, to serve as alternate members
of the Executive Committee in the absence of any regular member at any meeting
or while any vacancy shall exist.
Section 2. Powers. Except as may be otherwise provided in the resolution
designating such Committee, the Executive Committee shall have and may exercise,
during the intervals between meetings of the Board of Directors, all of the
powers of the Board of Directors except that the Executive Committee shall not
have power to submit to the shareholders any action or matter requiring
shareholder authorization under the New York Business Corporation Law; to amend
or repeal these By-Laws or adopt new By-Laws; to fill vacancies in the Board of
Directors, or to dissolve, remove members or change the number of, or fill
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<PAGE>
vacancies in, the Executive Committee; to fix the compensation for any director
for serving on the Board of Directors or any committee; or to amend or repeal
any resolution of the Board of Directors which by its terms shall not be so
amendable or repealable.
Section 3. Removal; Dissolution. Any member of the Executive Committee may
be removed at any time, with or without cause, by a vote a majority of the total
number of directors the Corporation would have if there were no vacancies, given
at any meeting called for that purpose. The Board of Directors may, by a vote of
a majority of the entire Board, dissolve the Executive Committee.
Section 4. Vacancies. Any vacancy that shall occur in the Executive
Committee by reason of death, resignation, removal or otherwise, may be filled
at any meeting of the Board of Directors by a vote of a majority of the total
number of Directors the Corporation would have if there were no vacancies.
Section 5. Regular Meetings. Regular meetings of the Executive Committee
may be held without notice at such times and at such places, within or without
the State of New York, as may from time to time be determined by resolution duly
adopted by the Executive Committee.
Section 6. Special Meetings. Special meetings of the Executive Committee
may be called by the Chairman of the Board or the President and shall be called
by the Chairman of the Board or the President or the Secretary on the written
request of two members of the Executive Committee. Special meetings shall be
held at such times and such places as shall be determined by the Chairman of the
Board or the President or by the members requesting such meeting; provided,
however, that the time so fixed shall permit the giving of notice as provided in
Section 7 of this Article III.
Section 7. Notice of Meetings. When required by these By-Laws to be given,
notice of the time and place of a meeting of the Executive Committee shall be
mailed to each member of the Executive Committee, addressed to him at his
address as it appears on the records of the Corporation, or sent to him at such
place by telegraph, radio or cable, or telephoned or delivered to him
personally, not later than the day before the day on which the meeting is to be
held. Such notice need not state the purposes of the meeting. Notice of any
meeting need not be given to any member of the Executive Committee who, whether
before or after the meeting, waives such notice in writing (such writing to
include telegraph, radio or cable) or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.
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<PAGE>
Section 8. Quorum. At all meetings of the Executive Committee the presence
in person of a majority of the total number of members which the Executive
Committee would have if there were no vacancies shall constitute a quorum for
the transaction of business, and, except as otherwise provided by law, by the
certificate of incorporation or by these By-Laws, if a quorum shall be present,
the act of a majority of the members present shall be the act of the Executive
Committee. However, any action which may be required or which may be permitted
to be taken by the Executive Committee or by any other committee of the Board of
Directors, may be taken without a meeting, if all of the members of the
Executive Committee or such other committee consent in writing to the adoption
of a resolution authorizing the action.
Section 9. Adjournment. At any meeting a majority of the members present,
without notice other than by announcement at the meeting, may adjourn such
meeting to another time and place, whether or not a quorum is present.
Section 10. Minutes. The Executive Committee shall keep minutes of its
proceedings and shall report the same to the meeting of the Board of Directors
held next after such proceedings are taken.
Section 11. Rules of Conduct. The Executive Committee may adopt such rules
and regulations for the conduct of its meetings as it may deem proper, not
inconsistent with law, the certificate of incorporation or these By-Laws.
ARTICLE IV
Other Committees
The Board of Directors may, by resolution adopted at any meeting by a vote
of a majority of the total number of directors the Corporation would have if
there were no vacancies, designate such other committees consisting of three or
more directors as it may deem advisable. Each such committee shall have such
authority as shall be specified in the resolution designating such committee.
The Board of Directors shall have power at any time to remove any member of any
such committee, with or without cause, and to fill vacancies in and to dissolve
any such committee.
ARTICLE V
Officers
Section 1. Number. The officers of the Corporation shall be a Chairman of
the Board, a President, such number of Vice Presidents as the Board of Directors
may from time to time
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<PAGE>
determine, a Secretary, a Treasurer, a Comptroller, and such other officers as
may be elected in accordance with the provisions of Section 3 of this Article V.
Any two or more offices may be held by the same person, except that no person
may hold the offices of both President and Secretary.
Section 2. Election, Term of Office, and Qualifications. The Chairman of
the Board, the President, the Vice Presidents, the Secretary, the Treasurer and
the Comptroller shall be elected by the Board of Directors and shall hold office
until the first meeting of the Board held after the next annual meeting of
shareholders and until their respective successors shall have been elected and
shall qualify, or until death, resignation or removal. No officer need be a
director or a shareholder of the Corporation.
Section 3. Subordinate Officers and Agents. The Board of Directors may from
time to time elect other officers, including without limitation one or more
Assistant Secretaries and/or Assistant Treasurers, each of whom shall hold
office for such term, have such authority and perform such duties as the Board
of Directors may from time to time determine and shall be subject to removal at
the pleasure of the Board of Directors.
Section 4. Removal. Any officer may be removed at any time, with or without
cause, by a vote of a majority of the directors then in office.
Section 5. Vacancies. Any vacancy occurring in any office may be filled by
the Board of Directors.
Section 6. Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and, subject to the Board of
Directors shall have general charge, supervision and direction of the affairs of
the Corporation. He shall preside at meetings of the shareholders and of the
Board of Directors. He shall keep the Board of Directors and the Executive
Committee fully informed of the affairs of the Corporation and shall freely
consult with them concerning the affairs of the Corporation.
Section 7. President. The President shall perform such duties as may be
assigned to him by the Board of Directors or the Chairman of the Board. In the
absence or disability of the Chairman of the Board (such disability to be
determined and declared by the Chairman of the Board or by the Board of
Directors), the President shall perform the duties and functions and exercise
all of the powers of the Chairman of the Board.
Section 8. The Vice President. Each Vice President shall, in general,
perform all duties and have all powers incident to the office of Vice President
and shall perform such
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other duties and have such other powers as may be assigned to him from time to
time by these By-Laws or by the Board of Directors or the Chairman of the Board
or the President. In the absence or disability of the President, the Vice
President, or, if more than one, the Vice Presidents in the order of their
seniority or such other order as the Board of Directors may from time to time
determine, shall perform the duties and exercise the powers of the President.
Section 9. The Secretary. The Secretary shall act as Secretary at, and keep
the minutes of, the meetings of the shareholders and of the Board of Directors,
and cause the same to be recorded in books provided for that purpose. He shall,
in general, perform all duties and have all powers incident to the office of
Secretary and shall perform such other duties and have such other powers as may
from time to time be assigned to him by these By-Laws, by the Board of Directors
or by the Chairman of the Board or by the President. He shall have custody of
the seal of the Corporation and shall have authority to cause such seal to be
affixed to, or impressed or otherwise reproduced upon, all documents the
execution and delivery of which on behalf of the Corporation shall have been
duly authorized.
Section 10. The Treasurer. The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation. He shall cause
all moneys and other valuable effects to be deposited in the name and to the
credit of the Corporation with such depositories as may be designated by the
Board of Directors. He shall cause the funds of the Corporation to be disbursed
when such disbursements have been duly authorized, taking proper vouchers for
such disbursements, and shall render to the Chairman of the Board, the President
and the Board of Directors, whenever requested, an account of all his
transactions as Treasurer and of the financial condition of the Corporation He
shall, in general, perform all duties and have all powers incident to the office
of Treasurer and shall perform such other duties and have such other powers as
may from time to time be assigned to him by these By-Laws, by the Board of
Directors or by the Chairman of the Board or by the President.
Section 11. The Comptroller. The Comptroller shall be the principal
accounting officer of the Corporation. He shall have charge of all books and
accounts relating to the revenues and expenditures. In general, he shall perform
financial, accounting and all other duties incident to the office of principal
accounting officer of the Corporation and such other duties as may be assigned
to him by the Board of Directors, the Chairman of the Board or the President.
-10-
<PAGE>
Section 12. Honorary Titles of Employees. The Board of Directors may by
resolution from time to time confer upon employees of the Corporation the
honorary titles of Senior Vice President Emeritus, Sales Vice President,
Assistant Vice President-Sales, and Resident Vice President. Said titles shall
be of an honorary nature only, and shall not subject their recipients to any
duty or obligation of any officer of the Corporation nor shall they confer upon
their recipients any authority or power to act in any capacity as an officer of
the Corporation. Said titles may be revoked at any time with or without cause by
resolution of the Board of Directors.
ARTICLE VI
Capital Stock
Section 1. Certificates of Stock. The interest of each shareholder shall be
evidenced by a certificate representing shares of stock of the Corporation which
shall be in such form as the Board of Directors may, in accordance with law,
from time to time adopt. Each such certificate shall be signed by the Chairman
of the Board or the President or a Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, shall be sealed
with the seal of the Corporation, and shall be countersigned and registered in
such manner, if any, as the Board of Directors may prescribe. In case such
certificate is signed (i) by a transfer agent or (ii) by a transfer clerk and a
registrar, the signature of the officers of the Corporation, and its seal, on
such certificate, may be facsimiles. In case any officer who shall have signed,
or whose facsimile signature shall have been used on, any such certificate shall
cease to be such officer of the Corporation, before such certificate shall have
been delivered by the Corporation, such certificate may nevertheless be issued
and delivered as though the person who signed such certificate, or whose
facsimile signature shall have been used thereon, had not ceased to be such
officer, and such issuance and delivery shall constitute adoption of such
certificate by the Corporation. There shall be entered on the stock records of
the Corporation the number of each certificate issued, the number of shares
represented thereby, the name of the person to whom such certificate was issued
and the date of issuance thereof.
Section 2. Transfer of Stock. A record of the names and addresses of all
shareholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof shall be kept by the
Corporation at its principal office in the State of New York, or at the office
of its transfer agent or registrar in the State of New York. Transfers of shares
of stock of the Corporation shall be made only on the records of the Corporation
by the holder of record thereof, or by his attorney duly authorized in writing,
upon the
-11-
<PAGE>
surrender of the certificate or certificates for such shares properly endorsed,
with such evidence of the authenticity of such transfer, authorization and other
matters as the Corporation or its agents may reasonably require, and accompanied
by all necessary federal and state stock transfer tax stamps.
Section 3. Lost, Stolen or Destroyed Certificates. A certificate for shares
of the stock of the Corporation may be issued in place of any certificate lost,
stolen or destroyed, but only on delivery to the Corporation, unless the Board
of Directors otherwise determines, of a bond of indemnity, in form and amount
and with one or more sureties satisfactory to the Board, or such officer or
officers of the Corporation or such transfer agent as the Board may from time to
time designate, and of such evidence of such loss, theft or destruction as the
Board, or such officer or officers or transfer agent, may require.
Section 4. Regulations, Transfer Agents and Registrars. The Board of
Directors may make such rules and regulations as it may deem expedient
concerning the issuance and transfer of certificates for shares of the stock of
the Corporation and may appoint transfer agents or registrars, or both, and may
require all certificates of stock to bear the signature of either or both.
Nothing herein shall be construed to prohibit the Corporation from acting as its
own transfer agent at any of its offices.
Section 5. Record Dates. The Board of Directors may fix a day (1) not more
than fifty days nor less than ten days prior to the day of holding any meeting
of shareholders or (2) not more than fifty days prior to the last day on which
the consent or dissent of shareholders may be expressed for any purpose without
a meeting, or the day fixed for the payment of any dividend or the distribution
of any subscription or other right or interest, or the day on which any other
action is to be taken, as a record date for the determination of the
shareholders who are entitled to notice of and to vote at such meeting or any
adjournment thereof, or whose consent or dissent is required or may be expressed
for any purpose, or who are entitled to receive such dividends or rights or
interests or whose identity is to be determined for the purposes of any such
other action.
Section 6. Dividends and Reserves. Dividends shall be declared and paid at
such times as the Board of Directors may determine, provided that no dividends
shall be declared or paid contrary to applicable provisions of law or of the
certificate of incorporation. The Board may from time to time set aside such sum
or sums as the Board, in its discretion, may deem proper as a reserve fund for
working capital, or to meeting contingencies, or for equalizing dividends, or
for the purpose of repairing, maintaining or increasing the property or business
of the Corporation, or for any other purpose that the Board may deem to
-12-
<PAGE>
be in the best interests of the Corporation. The Board may, in its discretion,
modify or abolish any such reserve at any time.
ARTICLE VII
Stock of Other Corporations
Subject always to any specific directions of the Board of Directors, any
rights or powers which the Corporation may have from time to time as the owner
or holder of shares of stock or any other security of any other corporation may
be exercised on behalf of the Corporation by the Chairman of the Board or the
President of the Corporation in such manner as he shall from time to time
determine; including, without limitation, the right or power of the Corporation
to exercise at a meeting its voting rights under any such security, or to
execute consents in lieu of a meeting, or to waive notice of any meeting, or to
exercise or waive any subscription or other rights or options which the
Corporation may have or receive as such owner or holder, or to execute a proxy
or proxies with respect to any such security. The Board of Directors may at any
time or from time to time grant authority to one or more officers of the
Corporation to dispose of any such securities of any other corporation or
corporations on such terms and conditions, to such person or persons and at such
time or times as such officer or officers may determine.
ARTICLE VIII
General Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year except as the Board of Directors may at any time or from time to
time hereafter determine.
Section 2. Corporate Seal. The corporate seal shall be in such form as the
Board of Directors may at any time or from time to time determine and may be
used by causing it, or a facsimile, to be affixed or impressed or otherwise
reproduced in any other manner. In addition to the Secretary of the Corporation,
any officer, agent or other person duly authorized to execute any document,
instrument or writing on behalf of the Corporation may affix, impress or
otherwise reproduce the corporate seal thereon, or cause such corporate seal to
be affixed, impressed or otherwise reproduced thereon.
Section 3. Indemnification. Directors and officers of the Corporation shall
be indemnified and held harmless to the full extent permitted by the New York
Business Corporation Law. The Corporation shall indemnify and hold harmless each
employee or agent of the Corporation, or other person other than directors and
officers of the Corporation, against liabilities or expenses
-13-
<PAGE>
(including, without limitation, judgments, fines, settlements and attorneys'
fees in connection with any actions or proceedings, civil, criminal or
administrative) arising out of acts performed for or on behalf of or at the
request of the Corporation, to such extent and in such manner, permitted by law,
as the Board of Directors may at any time or from time to time determine.
ARTICLE IX
Amendments
By-Laws may be adopted, amended or repealed by the shareholders at any
meeting thereof by the vote of at least a majority of the votes cast on such
action by shareholders at the time entitled to vote in the election of
directors. By-Laws may also be adopted, amended or repealed by the Board of
Directors at any meeting thereof by the vote of at least a majority of the
directors present. If any By-Law regulating the election of directors is
adopted, amended or repealed, together with a concise statement of the changes
made, shall be set forth in the notice of the next meeting of shareholders at
which directors are to be elected. If any By-Law shall be adopted, amended or
repealed by the Board of Directors the effect of which is to change the number
of directors, such action shall be approved by at least a majority of the total
number of directors which the Corporation would have if there were no vacancies.
-14-
FORM OF UNDERWRITING AGREEMENT
AGREEMENT made as of the day of , 19 by and between FIRST INVESTORS
MANAGEMENT COMPANY, INC., a New York corporation with principal business offices
at 120 Wall Street, New York, New York 10005 (hereinafter called the
"underwriter") and FIRST INVESTORS CORPORATION, a New York corporation with
principal business offices at 120 Wall Street, New York, New York 10005
(hereinafter called the "sponsor").
W I T N E S S E T H:
WHEREAS, the underwriter is the co-underwriter and distributor of the
shares of stock of First Investors Global Fund, Inc., a Maryland corporation
with principal offices at 120 Wall Street, New York, New York 10005 (hereinafter
called the "Fund"), under an agreement with the Fund, dated , 19 ; and
WHEREAS, the sponsor is engaged in the sponsorship and distribution of
periodic payment plans and single payment plans which use the shares of open-end
management investment companies as the underlying investment; and
WHEREAS, the sponsor desires to initiate a new series of periodic payment
plans and single payment plans using the shares of the Fund as the underlying
investment, having features which, in the light of its long experience as a
sponsor and distributor of such plans, it deems most desirable; and the
co-underwriter is willing that the sponsor initiate such plans;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein set forth, each party hereto intending to be legally bound thereby, the
parties hereto agree as follows:
1. The sponsor agrees that, as promptly as practicable after the execution
of this agreement, it will prepare and file with the United States Securities
and Exchange Commission (hereinafter called "S.E.C.") a registration statement
under the Investment Company Act of 1940 and a registration statement and
prospectus under the Securities Act of 1933, with respect to certain periodic
payment plans and single payment plans having shares of the Fund as the
underlying investment (hereinafter referred to as the "Plans"), to be sponsored
and distributed by the sponsor in accordance with the terms and conditions set
forth in such registration statements and prospectus. The sponsor agrees to use
its best efforts to maintain the effectiveness of said registration statements,
to make from time to time the necessary revisions in said prospectus, and also
to qualify the Plans for sale in such states in which the shares of the Fund are
qualified for sale as the sponsor shall deem appropriate for sale of the Plans.
2. The co-underwriter agrees that, out of the shares to be
<PAGE>
made available to it as the underwriter and distributor of the Fund, it will
sell to First Pennsylvania Bank N.A. or First Investors Corporation such shares
as shall be necessary to meet the requirements for investment under the Plans.
The price to be paid to the underwriter for such shares shall be the applicable
net asset value thereof as described in the then current prospectus of the Fund.
3. The sponsor agrees that it will devote its best efforts to the
promotion, sale and distribution of the Plans consistent with its sales of other
plans. The sponsor agrees that as a part of such best efforts, but not in
limitation thereof, it will make the Plans available for sale by its entire
sales force and will endeavor to develop a satisfactory gross volume of
business.
4. The sponsor agrees that neither it nor its distributors will offer Plans
for sale at a price which involves a total sales charge less than that provided
in the then current prospectus of the Fund for outright sales of shares of the
Fund of the same dollar amount.
5. The parties agree to use their respective best efforts to maintain in
good standing their respective registrations with the S.E.C. as broker-dealers
under the Securities Exchange Act of 1934, and their respective memberships in
the National Association of Securities Dealers, Inc.
6. (a) The sponsor agrees to furnish to the underwriter, when and as
prepared, copies of all literature to be used by it or its distributors in
connection with the sale of the Plans, and also to furnish to the underwriter,
when and as the same are filed with the S.E.C., copies of all registration
statements, prospectuses, and revisions thereof relating to the Plans, it being
understood and agreed that the underwriter shall have no responsibility for the
form or contents of any thereof; provided, however, that nothing herein
contained shall relieve the underwriter of any responsibility for the accuracy
of any information furnished by it for us in such literature, registration
statements or prospectuses.
(b) The underwriter agrees that it will notify the sponsor in advance of
any proposed changes in the current prospectus of the Fund; and the parties
mutually agree that they will use their respective and joint best efforts to the
end that the effective date of any prospectus of the Fund shall coincide with
the effective date of the Plans' prospectus of which it is to be a part.
(c) The underwriter agrees that it will, at its expense, provide or cause
to be provided to the sponsor or the custodian a sufficient quantity of each
annual revision of the
-2-
<PAGE>
prospectus of the Fund for such distribution to existing planholders as may be
required by law or regulation, and the sponsor agrees to effect or cause to be
effected the mailing or other transmission of such prospectuses and of all other
material, to be furnished by the Fund, that may be required by law or regulation
to be distributed to planholders.
7. The obligations of the parties hereunder shall be and remain suspended
during any period in which:
(a) The underwriter shall not hold an effective underwriting
agreement with the Fund.
(b) A registration statement of the Fund under the Investment Company
Act of 1940, or of its shares under the Securities Act of 1933,
shall not be effective, or it shall not have an effective current
prospectus.
(c) A registration statement of the Plans under the Investment
Company Act of 1940 or under the Securities Act of 1933 shall not
be effective, or there shall not be a currently effective
prospectus with respect to the Plans.
(d) The registration of the underwriter or of the sponsor as a
broker-dealer under the Securities Exchange Act of 1934 shall not
be in effect.
(e) The sale of shares of the Fund or of the Plans to the public
shall otherwise be prohibited or restrained by law or regulation,
or by order of any governmental agency; except that any such law,
regulation or order limited to any one state shall not affect the
obligations of the parties with respect to other areas.
8. This agreement may be terminated upon thirty days' notice in writing by
the party specified below to the other party, as follows:
(a) By the sponsor if the underwriting agreement between the Fund and
the underwriter shall be suspended or terminated and if the
suspension shall not be ended or a new agreement entered into
within ninety days thereafter.
(b) By the sponsor or the underwriter upon the termination,
revocation or suspension for a period of more than ninety days of
the registration of the other party as a broker-dealer under the
Securities Exchange Act of 1934.
(c) By the sponsor or the underwriter upon substitution of another
investment in the place of shares of the Fund as the underlying
investment of the Plans.
(d) By the sponsor if for a period of more than sixty
-3-
<PAGE>
days there shall not be a registration statement of the shares of
the Fund under the Securities Act of 1933.
(e) By the underwriter if for a period of more than one hundred
twenty days there shall not be in effect a registration statement
of the Plans under the Securities Act of 1933.
(f) By either party in the event of the default by the other in the
performance of any of its obligations under this agreement, and
if such default shall continue for a period of thirty days after
notice thereof shall have been given by the party claiming the
same.
9. (a) The term of this agreement shall begin on the date hereof and
continue thereafter unless and until either party shall give
notice to the other party of its desire that the agreement
terminate.
(b) Upon any termination of this agreement, whether pursuant to this
paragraph 9 or to any provision of paragraph 8; the underwriter
shall be obligated, so long as it shall hold an effective
underwriting agreement with the Fund and shall otherwise be
legally permitted to do so, to sell shares of the Fund to the
extent necessary to meet the requirements for investment under
the Plans outstanding at the date of such termination.
10. Nothing herein contained shall be deemed to create the relationship of
agency between the parties, or to constitute a joint venture, or to authorize
either of the parties to obligate the other in any manner whatsoever.
11. No waiver by either party of the breach of any term or condition of
this agreement shall be deemed to be a waiver of such term or condition or of
any other or subsequent breach. No modification of this agreement shall be valid
unless in writing, signed by the duly authorized officers of both parties, and
no such modification shall operate to deprive the holder of any of the Plans of
any then existing rights thereunder.
12. Any notice required or permitted to be given under this agreement shall
be sufficiently given if in writing sent by registered mail or certified mail to
the appropriate party at its address above set forth, or at such other address
as it may from time to time specify for the purpose in a notice similarly given.
13. This agreement shall extend to and be binding upon the parties hereto
and their respective successors, and upon the respective successors to all or
substantially all of the business of either party or to that portion of its
business which shall be
-4-
<PAGE>
involved in its operation under this agreement. Except to any such successor,
this agreement may not be assigned by either party without the prior written
consent of the other.
14. This agreement shall be construed in accordance with the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective corporate officers thereunto duly authorized and
their respective corporate seals to be hereunto affixed, all as of the day and
year first above written.
FIRST INVESTORS MANAGEMENT COMPANY, INC.
By
---------------------------------
President
ATTEST:
- ---------------------------------
Secretary
FIRST INVESTORS CORPORATION
By
---------------------------------
President
ATTEST:
- ---------------------------------
Secretary
In consideration of the execution of the foregoing agreement by the
respective parties thereto, the undersigned, intending to be legally bound,
hereby undertakes and agrees: (a) that it will furnish to the sponsor or the
custodian (as defined in said agreement), for mailing as provided in paragraph
8(c) thereof, a sufficient quantity of such communications and other materials
as are sent by the undersigned to its stockholders and required by law or
regulation to be distributed to holders of the Plans therein described; (b) that
it will reimburse to the sponsor the amount of the necessary postage on such
communications and other materials, and the reasonable expense of handling and
mailing the same, not to exceed the costs actually incurred by the sponsor; and
(c) that if, during the term of said agreement, FIRST
-5-
<PAGE>
INVESTORS MANAGEMENT COMPANY, INC. shall cease to be underwriter for the shares
of the undersigned, the undersigned will require that any other entity which
shall become its underwriter will supply shares to the extent necessary to meet
the requirements of all of the Plans outstanding at the time of such cessation
or, in the alternative, will supply the same itself, all at the applicable net
asset value.
Dated this day of , 19
FIRST INVESTORS GLOBAL FUND, INC.
By
---------------------------------
President
ATTEST:
- --------------------------------
Secretary
-6-
[LOGO] FIRST INVESTORS
MAIL TO: ADM
ATTN: NON-RETIREMENT DEPARTMENT
581 MAIN STREET
WOODBRIDGE, N.J 07095-1198
SINGLE PAYMENT PLAN APPLICATION
FIRST INVESTORS
FUND
1. ACCOUNT REGISTRATION
================================================================================
[_] INDIVIDUAL OR [_] JOINT
- ----------------------------- ------------- ----------------------
Name of Planholder #1 Date of Birth Social Security Number
(TIN)
- ----------------------------- ------------- ----------------------
Name of Planholder #2, if any Date of Birth Social Security Number
(TIN)
Check One: [_] Joint Tenants With Right of Survivorship (JTWROS)
[_] Tenants in Common
Note: The account registration will be joint tenants with
right of survivorship and not tenants in common unless tenants
in common or community property registrations are requested.
No joint registrations are permitted for residents of North
Carolina (unless husband and wife) or Louisiana. Only one
Social Security Number is needed for tax reporting. If a joint
account, the number under "planholder #1 will be used for tax
reporting.
[_] UNIFORM GIFT TO MINORS ACT OR [_] UNIFORM TRANSFER TO
MINORS ACT
under the Uniform Gifts/Transfers to Minor's Act
- ----------------- --------
Name of Custodian (Name of
(Only One) State)
- ------------- --------------------- ------------------------------
Name of Minor Minor's Date of Birth Minor's Social Security Number
(Only One)
[_] CORPORATION/ASSOCIATION* [_] TRUST* [_] PARTNERSHIP* [_] SOLE
PROPRIETORSHIP
[_] OTHER*
--------
- ------------------------------- ------------- -------------
Exact Name of Entity Taxpayer ID # Date of Trust
- --------------------------------------------------------------------------------
Trust Accounts: Name(s) of Trustee(s) or other persons authorized to act on
behalf of the entity.
* Certified Copy of Resolution, Certification for a Trust, Certification for a
Partnership, or other legal documentation must accompany this application.
2. ADDRESS THIS WILL BE YOUR ADDRESS OF RECORD.
================================================================================
( )
- -------------------------------------- --------------------- ----------
Street Address Home Telephone Number Best time
( )
- -------------------------------------- --------------------- ----------
City, State, Zip Code Work Telephone Number Best time
Citizenship: [_] U.S. [_] Resident Alien [_] Non-Resident Alien:
3. CONTACT TO BE CONTACTED ONLY IN THE EVENT YOU CANNOT BE REACHED.
================================================================================
- -------------------------------- --------------------------------
Name Name
- -------------------------------- --------------------------------
Street Address Street Address
- -------------------------------- --------------------------------
City, State, Zip Code City, State, Zip Code
( ) ( )
- -------------------------------- --------------------------------
Telephone Number Relationship Telephone Number Relationship
APPL020 REV 04/17/96
<PAGE>
4. LETTER OF INTENT (LOI) OPTIONAL
================================================================================
Check One-LOI: [_] New [_] Existing
If establishing a new Letter of Intent, I intend to invest an aggregate amount
equal to or exceeding the sum checked below within 13 months of the effective
date of this application within the Single Payment Plan Program:
[_] $25,000 [_] $50,000 [_] $100,000 [_] $250,000
[_] $500,000 [_] $1,000,000 or over
My other First Investors Single Payment Plan Accounts are:
- -------------- -------------- -------------- -------------- --------------
Account Number Account Number Account Number Account Number Account Number
5. PAYMENT AND DEDUCTIONS
================================================================================
(A) Exchange $ (min. $1,000) from my voluntary account #
------- ---------------
to establish this account.
(B) Attached is my $ Single Payment Plan investment. I have received and
-------
read the First Investors Fund Prospectus and I understand that, depending on the
amount of my investment, the payment will be subject to applicable sales charges
and other charges noted below and that the balance will be invested in the Fund
at the current unit price.
- --------------------------------------------------------------------------------
Payment Deductions:
6.25% for payments under $25,000.00 3.50% for payments between
$250,000.00 and $499,999.99
5.75% for payments between $25,000.00 2.50% for payments between
and $49,999.99 $500,000.00 and $999,999.99
5.50% for payments between $50,000.00 0% for payments of
and $99,999.99 $1,000,000.00 or more
4.50% for payments between $100,000.00
and $249,999.99
Other Deductions and Charges:
Administrative and custodial fees will be deducted from distributions in an
amount equal to a charge of 25/100th of 1% annually of the single payment,
subject to a minimum annual charge of $3.00 and maximum of $30.00. Special
services, such as certain transfers, liquidations, withdrawals or assignments
are subject to a $2.25 fee. Additional deductions for possible tax liability may
be made. After twelve months from issuance, deductions may be made from
distributions in the calendar year, covering the actual cost thereof but not
more than $5.00 per year to reimburse First Investors Corporation for performing
"special administrative duties" as described under the caption "Other
Deductions" in the Plan Prospectus to the extent such expenses are reasonably
allocable to the Plan. This deduction will be made from one distribution paid
during the calendar year, whether reinvested or remitted, or from the proceeds
of the sale of shares to the extent that said distributions shall be
insufficient. First Investors Corporation receives the custodian and
administrative fees and pays a portion of those fees to the Bank of New York for
performing its services as Custodian.
ALL CHECKS MUST BE MADE PAYABLE TO FIRST INVESTORS CORPORATION. Note: First
Investors Corporation will mail receipt for your payment, and Bank of New York,
as custodian, will keep the units purchased for you in commingled form, but
separate and apart from its own assets. Bank of New York has no connection with
the solicitation of your Plan and has only those duties to perform which are
stated in the Plan and the Prospectus.
6. DISTRIBUTION OPTION CHECK ONE.
================================================================================
Dividends: [_] Reinvest [_] Remit Capital Gains: [_] Reinvest [_] Remit
7. BENEFICIARY DESIGNATION
================================================================================
Upon receipt of this Application, Administrative Data Management Corp. (ADM)
will prepare and forward a Declaration of Trust for your signature. The
Declaration of Trust (DOT) will not become effective until ADM receives and
acknowledges your signed DOT.
- ----------------- ------------------------------------ ------------
Beneficiary's First Name Initial Last Name Relationship
Social Security #
- --------------------------------------------------------------------------------
Street Address, City, State, Zip Code
8. CERTIFICATIONS AND SIGNATURE(S)
================================================================================
ARBITRATION & SECURITY INTEREST: I agree to submit all controversies
which may arise between myself and First Investors Corporation, its
mutual fund, transfer agent, and other corporate affiliates, and their
affiliates, officers, directors, representative and agents ("First
Investors") concerning any transaction or account, whether entered into
or opened prior to, or subsequent to the date hereof, to binding
arbitration pursuant to the rules of the National Association of
Securities Dealers, Inc. ("NASD"). I also agree that this agreement and
its enforcement shall be governed by the laws of the state of New York.
I agree to grant First Investors a security interest on all property in
this and all other accounts with First Investors to secure any debts
that I owe as well as the right to use such property to offset such
debts.
INVESTMENT TERMS & CONDITIONS: (A) I acknowledge that I have received a
current prospectus for each product purchased; (B) I understand that
mutual funds and variable insurance products are investments which
fluctuate in price and in dividends paid; (C) I have been informed of
the sales charges on the products I have purchased; (D) I agree to all
the terms and conditions in this application, including those in the
application on the reverse side of this form or any other application I
may subsequently complete; (E) I agree that First Investors is not
liable for any losses resulting from relying on written instructions
they reasonably believe to be genuine, using procedures described in
the prospectuses; and (F) I understand that First Investors may rely on
all information contained herein and in resolutions, certifications and
other supporting documentation until it is notified in writing to the
contrary, and agree to indemnity First Investors for any loss or
liability resulting from such reliance.
TAXPAYER CERTIFICATION
Under penalty of perjury, I certify that (1) the number shown on this
application is my correct taxpayer identification number (or I am
awaiting a number to be issued to me) and (2) I am not subject to
backup withholding because (A) I am exempt from backup withholding, or
(B) I have not been notified by the Internal Revenue Service ("IRS")
that I am subject to backup withholding, or (C) the IRS has notified me
that I am no longer subject to backup withholding. You must strike out
(2) above if you are subject to backup withholding. If you are claiming
exemption as a non-resident alien, you should check this box [_] and
attach an IRS Form W-8 to this application. The Internal Revenue
Service does not require your consent to any provisions of this
document other than the certifications required to avoid backup
withholding.
- ---------------------------------------- ------------------------------------
Signature of Planholder or Date Signature of Joint Date
Authorized Officer Planholder, (if any)
- --------------------------------------------------------------------------------
- ------------------------------------ ------------------ --------
Representative's Name (Please Print) Representative's # Office #
- ------------------------------------ ------------------------------------
Manager's Name (Please Print) Manager's Signature Date
[LOGO] FIRST INVESTORS
MAIL TO: ADM
ATTN: NON-RETIREMENT DEPARTMENT
581 MAIN STREET
WOODBRIDGE, N.J 07095-1198
10 YEAR PERIODIC PLAN APPLICATION
FOR NON-RETIREMENT ACCOUNTS IN FIRST INVESTORS FUNDS
================================================================================
1. ACCOUNT REGISTRATION
FOR JOINT ACCOUNTS, USE THE SOCIAL SECURITY # OF FIRST PERSON LISTED.
THE JOINT REGISTRATION WILL BE JTWROS, JOINT TENANTS WITH RIGHTS OF
SURVIVORSHIP, UNLESS OTHERWISE SPECIFIED.
- --------------------------------------------------------------------------------
[_] INDIVIDUAL OR [_] JOINT
-------------------------- ------------- ----------------------
Name of Planholder Date of Birth Social Security Number
-------------------------- -------------
Name of Joint Planholder, if any Date of Birth
[_] UNIFORM GIFT TO MINORS ACT OR [_] UNIFORM TRANSFER TO MINORS ACT
Under the Uniform Gifts/
---------------------------- --------------- Transfers to
Name of Custodian (Only One) (Name of State) Minor's Act
---------------------------- --------------------- ----------------
Name of Minor (Only One) Minor's Date of Birth Minor's Social
Security Number
[_] CORPORATION/ASSOCIATION* [_] TRUST* [_] PARTNERSHIP*
[_] SOLE PROPRIETORSHIP [_] OTHER*
--------
---------------------------- --------------------- ----------------
Exact Name of Entity Taxpayer ID # Date of Trust
-----------------------------------------------------------------------
Trust Accounts: Name(s) of Trustee(s) or other persons authorized to
act on behalf of the entity.
*IMPORTANT:
Certified Copy of Resolution, Certification for a Trust, Certification
for a Partnership, or other legal documentation must accompany this
application.
================================================================================
2. ADDRESS OF RECORD
-----------------------------------------------------------------------
Street Address
-----------------------------------------------------------------------
City, State, Zip Code
( ) ( )
--------------------- --------------------- -----------------------
Home Telephone Number Work Telephone Number Best Time to Call
Citizenship: [_] U.S. [_] Resident Alien [_] Non-Resident Alien:
Country
================================================================================
3. FUND SELECTION AND PAYMENT OPTION
Attached is my initial $ Periodic Payment Plan investment
-------------- for the fund indicated below:
[_] Global [_] Government [_] Insured Tax Exempt
Other
------------------------
First Investors Fund
I agree to pay equal: [_] Monthly [_] Quarterly denominations of:
[_] Semi-Annual [_] Annual
Client will participate in Plan
Protection Plus (PPP): [_] Yes [_] No (If yes, forward PPP
Application to FIL)
I understand that deductions from my schedule payments will be made in
accordance with the Schedule in Section 8; that the balances remaining
from my payments are to be used to purchase for my account shares of
the fund indicated, at Net Asset Value (or in case of substitutions
under the terms of my plan, for the purchase of substituted shares.)
================================================================================
4. PERSONAL INFORMATION
1. Are you presently employed? [_] Yes [_] No
2. If employed, name of employer: position held:
3. If not employed, specify other source(s) of income of which you
are assured:
4. Do you have a bank account? [_] Yes [_] No
5. Do you have a life insurance policy? [_] Yes [_] No
6. Do you have any other investments? [_] Yes [_] No
7. Are you making installments on an auto, appliance and/or mortgage
on a home/property? [_] Yes [_] No
8. Upon careful consideration, are you satisfied after meeting your
other present and anticipated commitments
you will be able to make your periodic payment for
this plan? [_] Yes [_] No
9. Sources of this account: [_] Referral [_] Personal Contact
[_] House Account [_] Previous Contact
[_] Other
10. Purpose of Plan: [_] Educational [_] Retirement [_]Other
================================================================================
5. CUSTOMER AGREEMENTS & ACKNOWLEDGMENTS
All registered Planholders must sign.
ARBITRATION & SECURITY INTEREST: I agree to submit all controversies
which may arise between myself and First Investors Corporation, its
mutual fund, transfer agent, and other corporate affiliates, and their
affiliates, officers, directors, representatives and agents ("First
Investors") concerning any transaction or account, whether entered into
or opened prior to, or subsequent to the date hereof, to binding
arbitration pursuant to the rules of the National Association of
Securities Dealers, Inc. ("NASD"). I also agree that this agreement and
its enforcement shall be governed by the laws of the state of New York.
I agree to grant First Investors a security interest on all property in
this and all other accounts with First Investors to secure any debts
that I owe it as well as the right to use such property to offset such
debts.
INVESTMENT TERMS & CONDITIONS: (A) I acknowledge that I have received a
current prospectus for each product purchased; (B) I understand that
mutual funds and variable insurance products are investments which
fluctuate in price and in dividends paid; (C) I have been informed of
the sales charges on the products I have purchased; (D) I agree to all
the terms and conditions in this application, including those in the
application on the reverse side of this form or any other application I
may subsequently complete; (E) I agree that First Investors is not
liable for any losses resulting from relying on written instructions
they reasonably believe to be genuine, using procedures described in
the prospectuses; and (F) I understand that First Investors may rely on
all information contained herein and in resolutions, certifications and
other supporting documentation until it is notified in writing to the
contrary, and agree to indemnify First Investors for any loss or
liability resulting from such reliance.
TAXPAYER CERTIFICATION: Under penalty of perjury, I certify that (1)
the number shown on this application is my correct taxpayer
identification number (or I am awaiting a number to be issued to me)
and (2) I am not subject to backup withholding because (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service ("IRS") that I am subject to backup
withholding, or (c) the IRS has notified me that I am no longer subject
to backup withholding. You must strike out (2) above if you are subject
to backup withholding. If you are claiming exemption as a non-resident
alien, you should check this box [_] and attach an IRS Form W-8 to this
application. The Internal Revenue Service does not require your consent
to any provisions of this document other than the certifications
required to avoid backup withholding.
-----------------------------------------------------------------------
NOTE: If signing as a authorized officer of a Corporation or other
entity, include your title.
------------------------------ -------------------------------------
Signature of Planholder Date Signature of Joint Planholder,
if any Date
================================================================================
6. BENEFICIARY DESIGNATION
Upon receipt of this Application, Administrative Data Management Corp.
(ADM) will prepare and forward a Declaration of Trust (DOT) for your
signature. The DOT will not become effective until ADM receives and
acknowledges your signed DOT.
---------------------- ---------- ------- --------- ------------
Beneficiary's First Name Initial Last Name Relationship
Social Security Number
-----------------------------------------------------------------------
Address, City, State, Zip Code
================================================================================
7. CONTACT
To be contacted in the event you cannot be reached.
----------------------------------------------- --------------------
First Name, Initial, Last Name Relationship
-----------------------------------------------------------------------
Address, City, State, Zip Code
- ---------------- -------------- ---------- ------------ -----------
Representative's Signature of Rep Number Rep Office # Signature
Name (print) Representative of Manager
APPL018 REV 04/17/96
[LOGO] FIRST INVESTORS 10 YEAR PERIODIC PLAN APPLICATION
- --------------------------------------------------------------------------------
8 DEDUCTIONS AND CHARGES
I have received and read the First Investors Periodic Payment Plan
Prospectus, which contains, among other things, information regarding
the allocation of payments between charges and investment. I
understand: (1) that I will incur a loss under this plan if I
discontinue the plan when the market value of my accumulated units is
less than my cost; (2) that I am investing in units of a mutual fund
which are subject to market fluctuations and that the periodic payment
plan involves (a) deductions in the first year of a substantial part of
the plan's total charges, and (b) continuous investment at regular
intervals regardless of price levels; (3) that I must take into account
my financial ability to continue this plan over the long term; and (4)
that First Investors Corporation plans do not protect against loss in
value in declining markets.
<TABLE>
<CAPTION>
Monthly Payment Periodic Payment
Plan (Double Plans For
Initial Payment From Each Custodian and For Company Total Net Amount
Schedule Required) Payment Administration Sales Fee Deductions for Invested for
Fees** Period Period
- ------------------ ----------------- ---------------- ------------------ --------------- ----------------- --------------
<S> <C> <C> <C> <C> <C> <C>
A $50 1-13 $1.50 $24.75 $341.25 $308.75
14-120 1.50 .44 207.58 5,142.42
--------- -----------
Total (180.00) (368.83) $548.83 $5,451.17
B $75 1-13 $2.00 $37.00 $507.00 $468.00
14-120 2.00 .68 286.76 7,738.24
--------- -----------
Total (240.00) (553.76) $793.76 $8,206.24
C $100 1-13 $2.00 $49.50 $669.50 $630.50
14-120 2.00 .88 308.16 10,391.84
--------- -----------
Total (240.00) (737.66) $977.66 $11,022.34
D $125 1-13 $2.00 $62.00 $832.00 $793.00
14-120 2.00 1.09 330.63 13,044.37
--------- -----------
Total (240.00) (922.63) $1,162.63 $13,837.37
E $150 1-13 $2.00 $74.50 $994.50 $955.50
14-120 2.00 1.29 352.03 15,697.97
--------- -----------
Total (240.00) (1,106.53) $1,346.53 $16,653.47
F $175 1-13 $2.00 $87.25 $1,160.25 $1,114.75
14-120 2.00 1.47 371.29 18,353.71
--------- -----------
Total (240.00) (1,291.54) $1,531.54 $19,468.46
G $200 1-13 $2.00 $99.50 $1,319.50 $1,280.50
14-120 2.00 1.71 396.97 21,003.03
--------- -----------
Total (240.00) (1,476.47 $1,716.47 $22,283.53
H $225 1-13 $2.50 $112.00 $1,488.50 $1,436.50
14-120 2.50 .65 337.05 23,737.95
--------- -----------
Total (300.00) (1,525.55) $1,825.55 $25,174.45
I $250 1-13 $2.50 $124.50 $1,651.00 $1,599.00
14-120 2.50 .71 343.47 26,406.53
--------- -----------
Total (300.00) (1,694.47) $1,994.47 $28,005.53
J $300 1-13 $2.50 $149.50 $1,976.00 $1,924.00
14-120 2.50 .85 358.45 31,741.55
--------- -----------
Total (300.00) (2,034.45) 2,334.45 $33,665.55
K $350 1-13 $2.50 $174.50 $2,301.00 $2,249.00
14-120 2.50 .98 372.36 37,077.64
--------- -----------
Total (300.00) (2,373.36) $2,673.36 $39,326.64
L $400 1-13 $2.50 $199.50 $2,626.00 $2,574.00
14-120 2.50 1.11 386.27 42,413.73
--------- -----------
Total (300.00) (2,712.27) $3,012.27 $44,987.73
M $425 1-13 $2.50 $161.50 $2,132.00 $3,393.00
14-120 2.50 6.12 922.34 44,552.66
--------- -----------
Total (300.00) (2,754.34) $3,504.34 $47,945.66
N $500 1-13 $2.50 $190.00 $2,502.50 $3,997.50
14-120 2.50 7.20 1,037.90 52,462.10
--------- -----------
Total (300.00) (3,240.40) $3,540.40 $56,459.60
O $750 1-13 $2.50 $280.00 $3,672.50 $6,077.50
14-120 2.50 11.40 1,487.30 78,762.70
--------- -----------
Total (300.00) (4,859.80) $5,159.80 $84,840.20
P $1,000 1-13 $2.50 $325.00 $4,257.50 $8,742.50
14-120 2.50 9.86 1,322.52 105,677.48
--------- -----------
Total (300.00) (5,280.02) $5,580.02 $114,419.98
Q (See Note)
</TABLE>
NOTE: Periodic Payment Plan of larger denominations may be issued subject to
deductions for sales charge of 4.40% on plans of $120,000 and over, 3.40% on
Plans of $250,000 and over, 2.40% on Plans of $500,000 and over, and 1.40% on
Plans of $1,000,000 and over. Deductions are made on the same proportionate
basis as in the $1,000 per month Plan, and maintenance and custodial fees are
$300.
Under Periodic Payment Plans (after the thirteenth monthly payment has been
made) an amount not exceeding five dollars ($5.00) in any calendar year is
charged for reimbursement of actual expenses incurred by FIC in performing
"special administrative duties" as described under the caption "Other
Deductions" in the Plan Prospectus to the extent such expenses are reasonably
allocable to the Plan. This deduction will be made from one distribution paid
during the calendar year, whether reinvested or remitted, or from the proceeds
of the sale of shares to the extent that the distribution is insufficient. FIC
receives the custodian and administrative fees.
If after the expiration of ten years from the date of the Plan, or if prior to
the expiration of such period, you fail to made any payment for a period of at
least one year from the date of your last payment, a charge for Custodian and
administrative services will be made from distributions at a rate of 25/100ths
of 1% per annum of the total agreed payments, subject to a minimum annual charge
of $3.00 and a maximum annual charge of $30.00. These deductions are made from
each distribution (whether reinvested or remitted) paid during the calendar
year, or from the proceeds of the sale of units to the extent that the
distributions are insufficient.
Deductions may be made from time to time to pay or set up reserves for tax
liability and if it is deemed necessary, units may be sold to provide funds for
the payment of tax liability, for reserves therefore, or expenses applicable
thereto.
In the case of certain transfers and each partial withdrawal, each partial
liquidation and return of partial liquidation, complete withdrawal, or
termination (prior to completion of payments), replacement of a lost plan
certificate, or recording or releasing an assignment, a specified service fee of
$2.25 is charged, deductible from the proceeds of the sale of shares, unless
such amount is remitted by you.
9 AUTOMATIC PAYROLL INVESTMENT
PAYROLL TRANSFERS THAT MAKE SENSE
Minimum investment is $600 per year for each plan account.
Please ask your employer about your company's payroll deduction
requirements.
I wish to establish an automatic payroll investment program, and I
authorize my employer to initiate credit entries of amounts deducted
from my pay to an account at First Financial Savings Bank, S.L.A.
("FFS"). I further authorize FFS to accept any such funds and to
transfer them to First Investors Corporation ("FIC") for investment in
this new First Investors Periodic Payment Plan or as changed by my
written instructions to FIC from time to time. FFS shall have no
responsibility for the correctness thereof or for determining the
existence of any further authorization relating hereto. I agree that
neither FFS, FIC, nor any of their affiliates will be liable for any
loss, liability, cost, or expense from acting upon such instructions. I
understand that in order to terminate this authorization I must give
written notice to my employer.
-------------------------------- ------------------------------------
Employer's Name API Participant's Name
-------------------------------- ------------------------------------
Employer's Street Address API Participant's Social Security
Number
( )
-------------------------------- ------------------------------------
Employer's City, State, Zip Code Payroll Contact Name Payroll
Contact
Telephone #
I authorize automatic payroll investment transfers of $
----------------
into this new plan account.
================================================================================
10 MONEY LINE
FUND TRANSFER SERVICE
Attach a voided check.
Minimum Money Line investments must total at least $600 per year for
each plan account.
I authorize First Investors Corporation (FIC) to initiate debit entries
to my bank account listed below. Money Line payments will be invested
in this new First Investors 10 Year Periodic Payment Plan on the same
day my bank account is debited or, if a weekend or holiday on the
following business day. I agree that if such debit is not honored by
the bank upon presentation, FIC may discontinue the service and cancel
the shares purchased. If the net asset value of the shares purchased is
less when the purchase is canceled than when the purchase was made, FIC
may liquidate other shares or fractions thereof held in my Fund account
to make up the deficiency. I understand the Money Line program will be
discontinued within 10 days of my written notice.
Amount of investment $
-----------
Frequency of investment: [_] every other week [_] twice a month
(1st & 16th)
[_] monthly [_] quarterly [_] semi-annually
[_] annually
Money Line investments should be made on the day of the month. NOTE: If
not specified, payment will be made on the monthly anniversary of the
issue date. Depositor's Authorization to Financial Institution to Honor
Debits: I authorize you to pay and charge my bank account for any
drafts or debits drawn on it by FIC provided my account has sufficient
funds to cover such debits. I further agree that your treatment of such
orders will be the same as if I personally signed or initiated the
debit or draft and that this authority will remain in effect until you
receive my written instruction to cancel this service. In addition, I
agree that if such draft or debit is dishonored for any reason, you
shall have no liability. I hold harmless and indemnify FIC, all of its
affiliates or mutual funds managed by such affiliates, and each of
their respective directors, trustees, officers, employees and agents
from any loss, expenses, costs or liability (including attorney fees)
which I may incur in connection with these instructions.
Type of Bank
Account:
[_] Savings
[_] Checking
-------------------------- -------------------------
Bank Name Bank Telephone Number
-------------------------- -------------------------
Bank Street Address Bank Account Number
-------------------------- -------------------------
Bank City, State, Zip Code ABA Routing #
-------------------------- -------------------------
Signature of Depositor Signature of Depositor
(if other than Registered (if other than Registered
Planholder(s)) Planholder(s))
[LOGO] FIRST INVESTORS
MAIL TO: ADM
ATTN: NON-RETIREMENT DEPARTMENT
581 MAIN STREET
WOODBRIDGE, N.J 07095-1198
15 YEAR PERIODIC PLAN APPLICATION
================================================================================
FOR NON-RETIREMENT ACCOUNTS IN FIRST INVESTORS FUNDS
1. ACCOUNT REGISTRATION
FOR JOINT ACCOUNTS, USE THE SOCIAL SECURITY # OF FIRST PERSON LISTED.
THE JOINT REGISTRATION WILL BE JTWROS, JOINT TENANTS WITH RIGHTS OF
SURVIVORSHIP, UNLESS OTHERWISE SPECIFIED.
[_] INDIVIDUAL OR JOINT
-------------------------------- ------------- ---------------
Name of Planholder Date of Birth Social Security
Number
-------------------------------- -------------
Name of Joint Planholder, if any Date of Birth
[_] UNIFORM GIFT TO MINORS ACT OR [_] UNIFORM TRANSFER TO MINORS ACT
Under the Uniform Gifts/
---------------------------- -------------- Transfers to
Minor's Act
Name of Custodian (Only One) Name of State
------------------------ -------------------- ---------------------
Name of Minor (Only One) Minor's Date of Birth Minor's Social
Security Number
[_] CORPORATION/ASSOCIATION* [_] TRUST* [_] PARTNERSHIP*
[_] SOLE PROPRIETORSHIP [_] OTHER*
-------------------- ---------------- -------------
Exact Name of Entity Taxpayer ID # Date of Trust
-----------------------------------------------------------------------
Trust Accounts: Name(s) of Trustee(s) or other persons authorized to
act on behalf of the entity.
*IMPORTANT:
Certified Copy of Resolution, Certification of Trust, Certification for
a Partnership, or other legal documentation must accompany this
application.
================================================================================
2. ADDRESS OF RECORD
-----------------------------------------------------------------------
Street Address
-----------------------------------------------------------------------
City, State, Zip Code
( ) ( )
-----------------------------------------------------------------------
Home Telephone Number Work Telephone Number Best Time to Call
Citizenship: [_] U.S. [_] Resident Alien [_] Non-Resident
Alien: Country
================================================================================
3. FUND SELECTION AND PAYMENT OPTION
Attached is my initial $ Periodic Payment Plan investment
--------------
for the fund indicated below:
[_] Global [_] Government [_] Insured Tax Exempt Other
------------
First
Investors
Fund
I agree to pay equal: [_] Monthly [_] Quarterly
denominations of:
-----------------
[_] Semi-Annual [_] Annual
Client will participate in Plan Protection Plus (PPP): [_] Yes [_] No
(If yes, forward PPP Application to FIL)
I understand that deductions from my schedule and payments will be made
in accordance with the Schedule in Section 8; that the balances
remaining from my payments are to be used to purchase for my account
shares of the fund indicated, at Net Asset Value (or in case of
substitutions under the terms of my plan, for the purchase of
substituted shares.)
================================================================================
4. PERSONAL INFORMATION
1. Are you presently employed? [_] Yes [_] No
2. If employed, name of employer: position held:
3. If not employed, specify other source(s) of income of which you
are assured:
4. Do you have a bank account? [_] Yes [_] No
5. Do you have a life insurance policy? [_] Yes [_] No
6. Do you have any other investment? [_] Yes [_] No
7. Are you making installments on an auto, appliance and/or mortgage
on a home/property? [_] Yes [_] No
8. Upon careful consideration, are you satisfied after meeting your
other present and anticipated commitments you will be able to
make your periodic payment for this plan? [_] Yes [_] No
9. Sources of this account: [_] Referral [_] Personal Contact
[_] House Account [_] Previous Contact [_] Other
10. Purpose of Plan: [_] Educational [_] Retirement [_]Other
================================================================================
5. CUSTOMER AGREEMENTS & ACKNOWLEDGMENTS
All registered Planholders must sign.
ARBITRATION & SECURITY INTEREST: I agree to submit all controversies
which may arise between myself and First Investors Corporation, its
mutual fund, transfer agent, and other corporate affiliates, and their
affiliates, officers, directors, representatives and agents ("First
Investors") concerning any transaction or account, whether entered into
or opened prior to, or subsequent to the date hereof, to binding
arbitration pursuant to the rules of the National Association of
Securities Dealers, Inc. ("NASD"). I also agree that this agreement and
its enforcement shall be governed by the laws of the state of New York.
I agree to grant First Investors a security interest on all property in
this and all other accounts with First Investors to secure any debts
that I owe it as well as the right to use such property to offset such
debts.
INVESTMENT TERMS & CONDITIONS: (A) I acknowledge that I have received a
current prospectus for each product purchased; (B) I understand that
mutual funds and variable insurance products are investments which
fluctuate in price and in dividends paid; (C) I have been informed of
the sales charges on the products I have purchased; (D) I agree to all
the terms and conditions in this application, including those in the
application on the reverse side of this form or any other application I
may subsequently complete; (E) I agree that First Investors is not
liable for any losses resulting from relying on written instructions
they reasonably believe to be genuine, using procedures described in
the prospectuses; and (F) I understand that First Investors may rely on
all information contained herein and in resolutions, certifications and
other supporting documentation until it is notified in writing to the
contrary, and agree to indemnify First Investors for any loss or
liability resulting from such reliance.
TAXPAYER CERTIFICATION: Under penalty of perjury, I certify that (1)
the number shown on this application is my correct taxpayer
identification number (or I am awaiting a number to be issued to me)
and (2) I am not subject to backup withholding because (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service ("IRS") that I am subject to backup
withholding, or (c) the IRS has notified me that I am no longer subject
to backup withholding. You must strike out (2) above if you are subject
to backup withholding. If you are claiming exemption as a non-resident
alien, you should check this box [_] and attach an IRS Form W-8 to this
application. The Internal Revenue Service does not require your consent
to any provisions of this document other than the certifications
required to avoid backup withholding.
NOTE: If signing as a authorized officer of a Corporation or other
entity, include your title.
-------------------------------- --------------------------------
Signature of Planholder Date Signature of Joint Date
Planholder, if any
================================================================================
6. BENEFICIARY DESIGNATION
Upon receipt of this Application, Administrative Data Management Corp.
(ADM) will prepare and forward a Declaration of Trust (DOT) for your
signature. The DOT will not become effective until ADM receives and
acknowledges your signed DOT.
---------------------- ---------- ------- --------- ------------
Beneficiary's First Name Initial Last Name Relationship
Social Security Number
-----------------------------------------------------------------------
Address, City, State, Zip Code
7. CONTACT
To be contacted in the event you cannot be reached.
------------------------------ --------------------
First Name, Initial, Last Name Relationship
-----------------------------------------------------------------------
Address, City, State, Zip Code
- ---------------- -------------- ---------- ------------ ----------
Representative's Signature of Rep Number Rep Office # Signature
Name (print) Representative of Manager
APPL018 REV 04/17/96
<PAGE>
[LOGO] FIRST INVESTORS 15 YEAR PERIODIC PLAN APPLICATION
================================================================================
8 DEDUCTIONS AND CHARGES
I have received and read the First Investors Periodic Payment Plan
Prospectus, which contains, among other things, information regarding
the allocation of payments between charges and investment. I
understand: (1) that I will incur a loss under this plan if I
discontinue the plan when the market value of my accumulated units is
less than my cost; (2) that I am investing in units of a mutual fund
which are subject to market fluctuations and that the periodic payment
plan involves (a) deductions in the first year of a substantial part of
the plan's total charges, and (b) continuous investment at regular
intervals regardless of price levels; (3) that I must take into account
my financial ability to continue this plan over the long term; and (4)
that First Investors Corporation plans do not protect against loss in
value in declining markets.
** In the event the Planholder makes a payment aggregating twelve or
more monthly payments the deductions therefrom for custodian and
administrative fees will be reduced by 50% of the scheduled fees.
<TABLE>
<CAPTION>
Monthly Payment Periodic Payment
Plan (Double Plans For
Initial Payment From Each Custodian and For Company Total Net Amount
Schedule Required) Payment Administration Sales Fee Deductions for Invested for
Fees** Period Period
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A $50 1-13 $1.50 $24.75 $341.25 $308.75
14-180 1.50 1.39 482.63 7,867.37
--------- -----------
Total (270.00) (553.88) $823.88 $8,176.12
B $75 1-13 $2.00 $37.00 $507.00 $468.00
14-180 2.00 2.09 683.03 11,841.97
--------- -----------
Total (360.00) (830.03) $1,190.03 $12,309.97
C $100 1-13 $2.00 $49.50 $669.50 $630.50
14-180 2.00 2.78 798.26 15,901.74
--------- -----------
Total (360.00) (1,107.76) $1,467.76 $16,532.24
D $125 1-13 $2.00 $62.00 $832.00 $793.00
14-180 2.00 3.46 911.82 19,963.18
--------- -----------
Total (360.00) (1,383.82) $1,743.82 $20,756.18
E $150 1-13 $2.00 $74.50 $994.50 $955.50
14-180 2.00 3.34 891.78 24,158.22
--------- -----------
Total (360.00) (1,526.28) $1,886.28 $25,113.72
F $175 1-13 $2.00 $87.25 $1,160.25 $1,114.75
14-180 2.00 3.87 980.29 28,244.71
--------- -----------
Total (360.00) (1,780.54) $2,140.54 $29,359.46
G $200 1-13 $2.00 $99.50 $1,319.50 $1,280.50
14-180 2.00 4.43 1,073.81 32,326.19
--------- -----------
Total (360.00) (2,033.31) $2,393.31 $33,606.69
H $225 1-13 $2.50 $112.00 $1,488.50 $1,436.50
14-180 2.50 4.98 1,249.16 36,325.84
--------- -----------
Total (450.00) (2,287.66) $2,737.66 $37,762.34
I $250 1-13 $2.50 $124.50 $1,651.00 $1,599.00
14-180 2.50 5.53 1,341.01 40,408.99
--------- -----------
Total (450.00) (2,542.01) $2,992.01 $42,007.99
J $300 1-13 $2.50 $149.50 $1,976.00 $1,924.00
14-180 2.50 5.82 1,389.44 48,710.56
--------- -----------
Total (450.00) (2,915.44) $3,365.44 $50,634.56
K $350 1-13 $2.50 $174.50 $2,301.00 $2,249.00
14-180 2.50 6.79 1,551.43 56,898.57
--------- -----------
Total (450.00) (3,402.43) $3,852.43 $59,147.57
L $400 1-13 $2.50 $199.50 $2,626.00 $2,574.00
14-180 2.50 7.75 1,711.75 65,088.25
--------- -----------
Total (450.00) (3,887.75) $4,337.75 $67,662.25
M $500 1-13 $2.50 $190.00 $2,502.50 $3,997.50
14-180 2.50 14.31 2,807.27 80,692.73
--------- -----------
Total (450.00) (4,859.77) $5,309.77 $84,690.23
N $600 1-13 $2.50 $200.00 $2,632.50 $5,167.50
14-180 2.50 12.89 2,570.13 97,629.87
--------- -----------
Total (450.00) (4,752.63) $5,202.63 $102,797.37
O $750 1-13 $2.50 $205.00 $2,697.50 $7,052.50
14-180 2.50 19.61 3,692.37 121,557.63
--------- -----------
Total (450.00) (5,939.87) $6,389.87 $128,610.13
P $1,000 1-13 $2.50 $250.00 $3,282.50 $9,717.50
14-180 2.50 27.96 5,086.82 161,913.18
--------- -----------
Total (450.00) (7,919.32) $8,369.32 $171,630.68
Q (See Note)
</TABLE>
NOTE: Periodic Payment Plan of larger denominations may be issued subject to
deductions for sales charge of 4.40% on plans of $180,000 and over, 3.40% on
Plans of $250,000 and over, 2.40% on Plans of $500,000 and over, and 1.40% on
Plans of $1,000,000 and over. Deductions are made on the same proportionate
basis as in the $1,000 per month Plan, and maintenance and custodial fees are
$450.
Under Periodic Payment Plans (after the thirteenth monthly payment has been
made) an amount not exceeding five dollars ($5.00) in any calendar year is
charged for reimbursement of actual expenses incurred by FIC in performing
"special administrative duties" as described under the caption "Other
Deductions" in the Plan Prospectus to the extent such expenses are reasonably
allocable to the Plan. This deduction will be made from one distribution paid
during the calendar year, whether reinvested or remitted, or from the proceeds
of the sale of shares to the extent that the distribution is insufficient. FIC
receives the custodian and administrative fees.
If after the expiration of fifteen years from the date of the Plan, or if prior
to the expiration of such period, you fail to make any payment for a period of
at least one year from the date of your last payment, a charge for Custodian and
administrative services will be made from distributions at a rate of 25/100ths
of 1% per annum of the total agreed payments, subject to a minimum annual charge
of $3.00 and a maximum annual charge of $30.00. These deductions are made from
each distribution (whether reinvested or remitted) paid during the calendar
year, or from the proceeds of the sale of units to the extent that the
distributions are insufficient.
Deductions may be made from time to time to pay or set up reserves for tax
liability and if it is deemed necessary, units may be sold to provide funds for
the payment of tax liability, for reserves therefore, or expenses applicable
thereto.
In the case of certain transfers and each partial withdrawal, each partial
liquidation and return of partial liquidation, complete withdrawal, or
termination (prior to completion of payments), replacement of a lost plan
certificate, or recording or releasing an assignment, a specified service fee of
$2.25 is charged, deductible from the proceeds of the sale of shares, unless
such amount is remitted by you.
================================================================================
9 AUTOMATIC PAYROLL INVESTMENT
PAYROLL TRANSFERS THAT MAKE SENSE
Minimum investment is $600 per year for each plan account.
Please ask your employer about your company's payroll deduction
requirements.
I wish to establish an automatic payroll investment program, and I
authorize my employer to initiate credit entries of amounts deducted
from my pay to an account at First Financial Savings Bank, S.L.A.
("FFS"). I further authorize FFS to accept any such funds and to
transfer them to First Investors Corporation ("FIC") for investment in
this new First Investors Periodic Payment Plan or as changed by my
written instructions to FIC from time to time. FFS shall have no
responsibility for the correctness thereof or for determining the
existence of any further authorization relating hereto. I agree that
neither FFS, FIC, nor any of their affiliates will be liable for any
loss, liability, cost, or expense from acting upon such instructions. I
understand that in order to terminate this authorization I must give
written notice to my employer.
-------------------------------- ------------------------------------
Employer's Name API Participant's Name
-------------------------------- ------------------------------------
Employer's Street Address API Participant's Social Security
Number
-------------------------------- ------------------------------------
Employer's City, State, Zip Code Payroll Contact Name Payroll
Contact
Telephone #
I authorize automatic payroll investment transfers of $
----------------
into this new plan account.
================================================================================
10 MONEY LINE
FUND TRANSFER SERVICE
Attach a voided check.
Minimum Money Line investments must total at least $600 per year for
each plan account.
I authorize First Investors Corporation (FIC) to initiate debit entries
to my bank account listed below. Money Line payments will be invested
in this new First Investors 15 Year Periodic Payment Plan on the same
day my bank account is debited or, if a weekend or holiday on the
following business day. I agree that if such debit is not honored by
the bank upon presentation, FIC may discontinue the service and cancel
the shares purchased. If the net asset value of the shares purchased is
less when the purchase is canceled than when the purchase was made, FIC
may liquidate other shares or fractions thereof held in my Fund account
to make up the deficiency. I understand the Money Line program will be
discontinued within 10 days of my written notice.
Amount of investment $
Frequency of investment: [_] every other week
[_] twice a month (1st $ 16th) [_] monthly
[_] quarterly [_] semi-annually [_] annually
Money Line investments should be made on the day of the month.
--------
NOTE: If not specified, payment will be made on the monthly anniversary
of the issue date.
Depositor's Authorization to Financial Institution to Honor Debits: I
authorize you to pay and charge my bank account for any drafts or
debits drawn on it by FIC provided my account has sufficient funds to
cover such debits. I further agree that your treatment of such orders
will be the same as if I personally signed or initiated the debit or
draft and that this authority will remain in effect until you receive
my written instruction to cancel this service. In addition, I agree
that if such draft or debit is dishonored for any reason, you shall
have no liability. I hold harmless and indemnify FIC, all of its
affiliates or mutual funds managed by such affiliates, and each of
their respective directors, trustees, officers, employees and agents
from any loss, expenses, costs or liability (including attorney fees)
which I may incur in connection with these instructions.
Type of [_] Savings
Bank Account: [_] Checking
-------------------------------- --------------------------------
Bank Name Bank Telephone Number
-------------------------------- --------------------------------
Bank Street Address Bank Account Number
-------------------------------- --------------------------------
Bank City, State, Zip Code ABA Routing #
-------------------------------- --------------------------------
Signature of Depositor Signature of Depositor
(if other than Registered (if other than Registered
Planholder(s)) Planholder(s))
Tammie Lee
Attorney at Law
95 Wall Street
New York, NY 10005
(202)858-8144
April 27, 1998
First Investors Corporation
First Investors Single Payment and Periodic
Payment Plans for the Accumulation of Shares
of First Investors Global Fund, Inc.
95 Wall Street
New York, New York 10005
Gentlemen:
As special counsel to First Investors Corporation (the "Sponsor"), I am
familiar with First Investors Single Payment and Periodic Payment Plans for the
Accumulation of Shares of First Investors Global Fund, Inc.("Global Plan") and
Post-Effective Amendment No. 72 to the registration statement on Form S-6 (the
"Registration Statement") covering the shares represented by First Investors
Periodic Payment Plan Certificates ("Shares") to which this opinion is an
exhibit, filed by the Sponsor pursuant to the Securities Act of 1933 and the
Investment Company Act of 1940, as amended. I have examined copies, believed by
me to be genuine, of the Sponsor's Articles of Incorporation, By-laws and other
documents, and such questions of law as I have deemed necessary as a basis for
this opinion.
Based upon such examination, I am of the opinion that the Shares when
issued in accordance with the terms contemplated by the Registration Statement,
including receipt by the Sponsor of full payment for the Shares and compliance
with the Securities Act of 1933 and the Investment Company Act of 1940, the
Shares will be legally issued, fully paid and nonassessable. I hereby consent to
the filing of the opinion as an exhibit to the Registration Statement. In giving
such consent, I do not thereby admit that I am acting within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Tammie Lee
Tammie Lee
AssistantCounsel
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Corporation, as Depositor of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Shares of First Investors
Global Fund, Inc., hereby appoints Glenn O. Head or Larry R. Lavoie and each of
them his true and lawful attorney to execute in his name, place and stead and on
his behalf a Registration Statement on Form S-6 for the registration pursuant to
the Securities Act of 1933 and the Investment Company Act of 1940 of periodic
payment plan certificates and any and all amendments to said Registration
Statement (including post-effective amendments), and all instruments necessary
or incidental in connection therewith and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents, this 26th
day of September, 1996.
/s/Jane W. Kruzan
-----------------
Jane W. Kruzan
<PAGE>
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Corporation, as Depositor of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Shares of First Investors
Global Fund, Inc., hereby appoints Glenn O. Head or Larry R. Lavoie and each of
them his true and lawful attorney to execute in his name, place and stead and on
his behalf a Registration Statement on Form S-6 for the registration pursuant to
the Securities Act of 1933 and the Investment Company Act of 1940 of periodic
payment plan certificates and any and all amendments to said Registration
Statement (including post-effective amendments), and all instruments necessary
or incidental in connection therewith and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents, this 26th
day of September, 1996.
/s/John T. Sullivan
-------------------
John T.Sullivan
<PAGE>
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Corporation, as Depositor of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Shares of First Investors
Global Fund, Inc., hereby appoints Glenn O. Head or Larry R. Lavoie and each of
them his true and lawful attorney to execute in his name, place and stead and on
his behalf a Registration Statement on Form S-6 for the registration pursuant to
the Securities Act of 1933 and the Investment Company Act of 1940 of periodic
payment plan certificates and any and all amendments to said Registration
Statement (including post-effective amendments), and all instruments necessary
or incidental in connection therewith and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents, this 26th
day of September, 1996.
/s/Lawrence A. Fauci
--------------------
Lawrence A. Fauci
<PAGE>
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Corporation, as Depositor of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Shares of First Investors
Global Fund, Inc., hereby appoints Glenn O. Head or Larry R. Lavoie and each of
them his true and lawful attorney to execute in his name, place and stead and on
his behalf a Registration Statement on Form S-6 for the registration pursuant to
the Securities Act of 1933 and the Investment Company Act of 1940 of periodic
payment plan certificates and any and all amendments to said Registration
Statement (including post-effective amendments), and all instruments necessary
or incidental in connection therewith and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents, this 26th
day of September, 1996.
/s/Jeremiah J. Lyons
--------------------
Jeremiah J. Lyons
<PAGE>
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Corporation, as Depositor of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Shares of First Investors
Global Fund, Inc., hereby appoints Glenn O. Head or Larry R. Lavoie and each of
them his true and lawful attorney to execute in his name, place and stead and on
his behalf a Registration Statement on Form S-6 for the registration pursuant to
the Securities Act of 1933 and the Investment Company Act of 1940 of periodic
payment plan certificates and any and all amendments to said Registration
Statement (including post-effective amendments), and all instruments necessary
or incidental in connection therewith and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents, this 26th
day of September, 1996.
/s/Kathryn S. Head
------------------
Kathryn S. Head
<PAGE>
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Corporation, as Depositor of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Shares of First Investors
Global Fund, Inc., hereby appoints Glenn O. Head or Larry R. Lavoie and each of
them his true and lawful attorney to execute in his name, place and stead and on
his behalf a Registration Statement on Form S-6 for the registration pursuant to
the Securities Act of 1933 and the Investment Company Act of 1940 of periodic
payment plan certificates and any and all amendments to said Registration
Statement (including post-effective amendments), and all instruments necessary
or incidental in connection therewith and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents, this 26th
day of September, 1996.
/s/Roger L. Grayson
-------------------
Roger L. Grayson
<PAGE>
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR THE ACCUMULATION OF SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Corporation, as Depositor of First Investors Single Payment
and Periodic Payment Plans for the Accumulation of Shares of First Investors
Global Fund, Inc., hereby appoints Glenn O. Head or Larry R. Lavoie and each of
them his true and lawful attorney to execute in his name, place and stead and on
his behalf a Registration Statement on Form S-6 for the registration pursuant to
the Securities Act of 1933 and the Investment Company Act of 1940 of periodic
payment plan certificates and any and all amendments to said Registration
Statement (including post-effective amendments), and all instruments necessary
or incidental in connection therewith and to file the same with the Securities
and Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.
IN WITNESS WHEREOF the undersigned has subscribed these presents, this 26th
day of September, 1996.
/s/Glenn O. Head
----------------
Glenn O. Head
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
First Investors Corporation
95 Wall Street
New York, New York 10005
We hereby consent to the use in Post-Effective Amendment No. 72 to the
Registration Statement on Form S-6 (File No. 2-10946) of our report dated March
6, 1998 relating to the December 31, 1997 financial statements of First
Investors Single Payment and Periodic Payment Plans for the Accumulation of
Shares of First Investors Global Fund, Inc. and our report dated February 16,
1998 relating to the December 31, 1997 financial statements of First Investors
Corporation, which are included in said Registration Statement.
/s/Tait, Weller & Baker
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
April 21, 1998
