As filed with the Securities and Exchange Commission on April 19, 1996
Registration No. 2-94932
811-4181
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 13 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 13 X
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
(Exact name of Registrant as specified in charter)
Ms. Concetta Durso
Secretary and Vice President
First Investors U.S. Government Plus Fund
95 Wall Street
New York, New York 10005
(Name and 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 29, 1996 pursuant
to paragraph (b) of Rule 485.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of shares of beneficial
interest,no par value, under the Securities Act of 1933. Registrant filed a Rule
24f-2 Notice for its fiscal year ending December 31, 1995 on February 27, 1996.
<PAGE>
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
CROSS-REFERENCE SHEET
N-1A Item No. Location
- ------------- --------
PART A: PROSPECTUS
1. Cover Page........................................ Cover Page
2. Synopsis.......................................... Fee Table
3. Condensed Financial Information................... Financial Highlights
4. General Description of Registrant................. Investment Objectives
and Policies; Investment
Restrictions
5. Management of the Fund............................ Management of the Fund
5A. Management's Discussion
of Fund Performance.............................. Performance Information
6. Capital Stock and Other Securities................ Description of Shares;
Dividends and
Distributions
Determination of Net
Asset Value
7. Purchase of Securities Being Offered.............. Purchase of Shares
8. Redemption or Repurchase.......................... Redemption of Shares
9. Pending Legal Proceedings......................... Not Applicable
PART B: STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page........................................ Cover Page
11. Table of Contents................................. Table of Contents
12. General Information and History................... General Information
13. Investment Objectives and Policies................ Investment Objectives
and Policies; Investment
Restrictions
14. Management of the Fund............................ Trustees and Officers
15. Control Persons and Principal Holders
of Securities..................................... Not Applicable
16. Investment Advisory and Other Services............ Investment Adviser
17. Brokerage Allocation and
Other Practices.................................. Allocation of Portfolio
Brokerage
18. Capital Stock and Other Securities................ Determination of Net
Asset Value
19. Purchase, Redemption and Pricing of
Securities Being Offered......................... Purchase and Redemption
of Shares; Determination
of Net Asset Value
20. Tax Status........................................ Taxes
21. Underwriters...................................... Underwriters
22. Calculation of Performance Data................... Performance Information
23. Financial Statements.............................. Financial Statements;
Report of Independent
Accountants
<PAGE>
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
95 Wall Street, New York, New York 10005/1-800-423-4026
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND (the "Government Plus Fund") is
an open-end diversified management investment company consisting of three
separate series of investments (singularly, "Fund," and collectively, "Funds").
The shares of the Funds may be redeemed at any time at the shareholder's
request. Redemptions will be made at the next determined net asset value. (See
"Determination of Net Asset Value" and "Redemption of Shares.")
The objective of each Fund is first to generate income and, to a lesser
extent, achieve long-term capital appreciation, by investing no less than 65% of
its total assets in zero coupon securities representing future individual
payments of principal or interest on U.S. Treasury securities ("Zero Coupon
Securities") or other U.S. Government securities (together, "Government
Securities") and by investing the remainder of its assets in relatively small,
unseasoned or unknown companies, or those companies considered to be in an early
stage of development by the Funds' investment adviser, or selected other
investments ("Other Securities"). At a predetermined maturity date, each Fund
will terminate and liquidate as soon thereafter as possible. There can be no
assurance that the objectives of each Fund will be realized.
Each Fund is distinguished by the length of time its shares are offered to
the public, the dollar amount of such Fund's shares so offered, the anticipated
maturity date, or any or all of the foregoing. Each Fund has a separate
portfolio of investments. The maturity date of each Fund is: 1st Fund, December
31, 2004; 2nd Fund, December 31, 1999; 3rd Fund, December 31, 1998.
An indefinite number of shares of each Fund was available during an initial
offering period. Government Plus Fund has terminated the initial offering period
of each Fund and no new shares of any existing Fund will be issued, except in
connection with reinvestment of dividends and capital gain distributions. To the
extent that a Fund repurchases shares of such Fund from individual investors who
wish to redeem their shares, the Fund will make available such shares at the
next determined public offering price (see "Purchase of Shares").
This Prospectus sets forth concisely the information about the Funds that a
prospective investor should know before investing and should be retained for
future reference. First Investors Management Company, Inc. ("FIMCO" or
"Adviser") serves as investment adviser to the Funds and First Investors
Corporation ("FIC" or "Underwriter") serves as distributor of the Funds' shares.
A Statement of Additional Information, dated April 29, 1996 (which is
incorporated by reference herein), has been filed with the Securities and
Exchange Commission. The Statement of Additional Information is available at no
charge upon request to the Fund at the address or telephone number indicated
above.
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.
The date of this Prospectus is April 29, 1996
<PAGE>
FEE TABLE
The following table has been prepared to assist the investor in
understanding the various costs and expenses a shareholder of each Fund will
directly or indirectly bear.
<TABLE>
<CAPTION>
1st 2nd 3rd
Fund Fund Fund
---- ---- ----
SHAREHOLDER TRANSACTION EXPENSES
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).......................... 8.00% 8.00% 8.00%
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees............................................... 1.00% 1.00% 1.00%
12b-1 Fees.................................................... -0- -0- -0-
Other Expenses................................................ 0.60%* 0.93% 0.89%
Total Fund Operating Expenses................................. 1.60%* 1.93% 1.89%
</TABLE>
- ----------
* Net of reimbursement. Absent such reimbursement, Other Expenses would have
been 0.87% and Total Fund Operating Expenses would have been 1.87%.
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
1st 2nd 3rd
Fund Fund Fund
---- ---- ----
<S> <C> <C> <C>
1 year $95 $98 $98
3 years 126 136 135
5 years 160 176 174
10 years 255 287 283
</TABLE>
The Example is based on expense data for each Fund's fiscal year ended December
31, 1995. For more complete descriptions of the various costs and expenses, see
"Management of the Fund," "Purchase of Shares" and "Redemption of Shares." The
expenses in the Example should not be considered a representation by the Funds
of past or future expenses. Actual expenses in future years may be greater or
less than those shown.
2
<PAGE>
FINANCIAL HIGHLIGHTS
The following table sets forth the per share operating performance data for
a share outstanding, total return, ratios to average net assets and other
supplemental data for each period indicated. The table has been derived from
financial statements which have been examined by Tait, Weller & Baker,
independent certified public accountants, whose report thereon appears in the
Statement of Additional Information ("SAI"). This information should be read in
conjunction with the Financial Statements and Notes thereto, which also appear
in the SAI, available at no charge upon request to the Funds.
3
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
- ---
P E R S H A R E D A T A
- -------------------------------------------------------------------------------------------------------------------------------
- ---
Income From Investment Operations Less Distributions From
Net ------------------------------------------ -----------------------------------
Asset Value Net Realized
------------ Net and Unrealized Total from Net Net
Beginning Investment Gain (Loss) on Investment Investment Realized Capital Total
of Period Income Investments Operations Income Gains Surplus Distributions
- -------------------------------------------------------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1st SERIES
----------
1986 $ 11.04 $ 1.213 $ 3.846 $ 5.059 $ .019 $ -- $ -- $ .019
1987 16.08 1.061 (2.931) (1.870) 2.260 2.040 -- 4.300
1988 9.91 .796 .464 1.260 .810 .190 -- 1.000
1989 10.17 .722 1.398 2.120 .703 .093 .044 .840
1990 11.45 .707 (.587) .120 .707 .409 .024 1.140
1991 10.43 .686 1.670 2.356 .686 .270 -- .956
1992 11.83 .715 .042 .757 .715 .532 -- 1.247
1993 11.34 .670 1.535 2.205 .670 .525 -- 1.195
1994 12.35 .690 (2.035) (1.345) .690 .484 .001 1.175
1995 9.83 .667 2.114 2.781 .667 .364 -- 1.031
2nd SERIES
----------
3/6/86** to
12/31/86 11.04 .567 (.015) .552 .052 -- -- .052
1987 11.54 .954 (1.754) (.800) 1.480 .050 -- 1.530
1988 9.21 .762 .058 .820 .770 -- -- .770
1989 9.26 .737 .963 1.700 .718 -- .032 .750
1990 10.21 .706 (.296) .410 .706 -- .004 .710
1991 9.91 .663 1.240 1.903 .663 -- -- .663
1992 11.15 .656 .130 .786 .656 -- -- .656
1993 11.28 .643 .770 1.413 .643 -- -- .643
1994 12.05 .660 (1.484) (.824) .660 -- .006 .666
1995 10.56 .646 .970 1.616 .646 -- -- .646
3rd SERIES
----------
5/29/86** to
12/31/86 11.04 .183 .026 .209 .029 -- -- .029
1987 11.22 .680 (1.650) (.970) .840 .240 -- 1.080
1988 9.17 .605 .185 .790 .610 -- .070 .680
1989 9.28 .622 .888 1.510 .611 -- .019 .630
1990 10.16 .598 (.308) .290 .598 -- .012 .610
1991 9.84 .676 1.211 1.887 .676 -- .001 .677
1992 11.05 .576 .120 .696 .576 -- -- .576
1993 11.17 .544 1.110 1.654 .544 -- -- .544
1994 12.28 .610 (1.307) (.697) .610 -- .013 .623
1995 10.96 .568 .980 1.548 .568 -- -- .568
<CAPTION>
FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------
R A T I O S / S U P P L E M E N T A L D A T A
---------------------------------------------------------------------------------------------------
Ratio to Average Net Assets
Net -------------------------------
Asset Value Net Portfolio
------------ Total Net Assets Investment Turnover
End Return+ End of Period Expenses Income Rate
of Period (%) (in thousands) (%) (%) (%)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1st SERIES
-----------
1986 $ 16.08 45.82 $ 2,457 .58(a) 7.51(a) 21
1987 9.91 (13.28) 1,710 1.74 7.16 3
1988 10.17 12.71 1,701 1.69 7.21 9
1989 11.45 20.85 1,833 1.61 6.08 9
1990 10.43 1.05 1,591 1.90 6.16 14
1991 11.83 22.59 1,758 1.86 5.95 8
1992 11.34 6.40 1,599 1.75 5.62 8
1993 12.35 19.44 1,732 1.59(b) 4.94(b) 7
1994 9.83 (10.90) 1,330 1.60(b) 5.73(b) 8
1995 11.58 28.29 1,524 1.63(b) 5.57(b) 7
2nd SERIES
----------
3/6/86** to
12/31/86 11.54 6.09 5,392 .69* 6.85*(a) 0
1987 9.21 (7.38) 3,874 1.76 7.33 2
1988 9.26 8.90 3,561 1.65 7.10 9
1989 10.21 18.36 3,492 1.66 6.53 11
1990 9.91 4.02 2,943 1.88 6.46 12
1991 11.15 19.20 2,946 1.91 5.87 8
1992 11.28 7.05 2,784 1.77 5.46 7
1993 12.05 12.53 2,756 1.70 4.93 7
1994 10.56 (6.89) 2,360 1.78 5.48 8
1995 11.53 15.30 2,475 1.93 5.32 7
3rd SERIES
-----------
5/29/86** to
12/31/86 11.22 3.19 2,783 .54* 3.38*(a) 0
1987 9.17 (8.81) 2,121 1.61 5.92 23
1988 9.28 8.62 2,038 1.54 5.76 22
1989 10.16 16.27 2,067 1.60 5.82 25
1990 9.84 2.85 1,777 1.74 5.53 20
1991 11.05 19.18 1,355 1.83 5.17 11
1992 11.17 6.30 1,185 1.88 4.61 8
1993 12.28 14.81 1,258 1.68 4.27 11
1994 10.96 (5.78) 1,032 1.74 4.77 10
1995 11.94 14.12 1.130 1.89 4.64 8
</TABLE>
* Annualized
** Commencement of operations
+ Calculated without sales charge
4
<PAGE>
THE FUNDS
Each Fund has the same investment objectives. Each Fund is distinguished by
the dollar amount of the initial offering, the maturity date or the anticipated
minimum return, or any or all of the foregoing.
An indefinite number of shares of each Fund was available during an initial
offering period. Government Plus Fund has terminated the initial offering period
of each Fund and no new shares of any existing Fund will be issued, except in
connection with reinvestment of dividends and capital gains distributions. To
the extent that a Fund repurchases shares of such Fund from individual investors
who wish to redeem their shares, the Fund will make available such shares at the
next determined public offering price (see "Purchase of Shares").
Because each existing Fund will not offer new shares to the public,
investors are urged to consider the effects of the closing of the offerings,
including liquidity demands created by redemptions and the sale of securities at
unfavorable prices to meet redemption requests. Redemptions of each Fund's
shares prior to the maturity date will raise the remaining shareholders' pro
rata share of expenses for the Fund, but will not affect the minimum return for
each $1.00 invested for shareholders who do not redeem their shares.
Maturity Date. The maturity dates of the 1st, 2nd and 3rd Funds will be
December 31 of the years 2004, 1999 and 1998, respectively. In July of the year
in which each Fund will mature, shareholders of that Fund will be notified of
that Fund's pending liquidation. Liquidation of each Fund's portfolio will
commence the following January, and it is expected that trades and transactions
in each Fund's portfolio will be completed in order to pay cash redemptions to
shareholders no later than January 31 following the maturity date. A
shareholder's right to redemption will remain in effect until the Fund has
automatically redeemed his or her account. In addition, a shareholder's
investment will remain in his or her account until the time of payment of
liquidation proceeds, and any income thereon will be added to his or her
proceeds.
INVESTMENT OBJECTIVES AND POLICIES
Each Fund seeks first to generate income and, to a lesser extent, achieve
long-term capital appreciation, by investing no less than 65% of its total
assets in zero coupon securities representing future individual payments of
principal or interest on U.S. Treasury securities ("Zero Coupon Securities") or
other U.S. Government securities (together, "Government Securities"), and by
investing the remainder of its assets in relatively small, unseasoned or unknown
companies, or those companies considered to be in an early stage of development
by the Adviser or selected other investments ("Other Securities"). At a
predetermined maturity date, each Fund will terminate and liquidate as soon
thereafter as possible. There is no assurance that these objectives will be
achieved. The investment objectives of each Fund may not be changed unless
approved by a majority of the outstanding voting securities of that Fund.
Each Fund does not intend to trade its portfolio of Zero Coupon Securities
for short-term market considerations. No Fund will purchase a Zero Coupon
Security (defined under the heading "Government Securities") which matures on a
date following the maturity date for that Fund. Additionally, the proceeds of
any maturing Zero Coupon Security held by any Fund, which are received by that
Fund prior to its maturity date, will only be held as cash or invested in
Government Securities, certificates of deposit, prime commercial paper or
bankers' acceptances. Such investments will be made in accordance with each
Fund's investment objectives and will mature on or before the maturity date for
the corresponding Fund. The
5
<PAGE>
Adviser may trade Zero Coupon Securities for long-term market considerations to
fulfill each Fund's investment objective.
Government Securities. Each Fund seeks to achieve its objectives by
investing no less than 65% of its assets in Government Securities which are
issued or guaranteed by the U.S. Treasury. Government Securities, also known as
Treasury Securities, are debt obligations issued by the U.S. Treasury to finance
the activities of the U.S. Government. Government Securities come in the form of
Treasury bills, notes and bonds. Treasury bills mature (are payable) within one
year from the date of issuance and are issued on a discount basis. That is,
Treasury bills do not make interest payments. Rather, an investor pays less than
the face (or par) value of the Treasury bill and, by holding it to maturity,
will receive the face value. Treasury notes and bonds are intermediate and
long-term obligations, respectively, and entitle the holder to periodic interest
payments from the U.S. Treasury. Accordingly, Treasury notes and bonds are
usually issued at a price close to their face value at maturity.
Zero Coupon Securities is the term used by the Funds to describe U.S.
Treasury notes and bonds which have been stripped of their unmatured interest
payments. A Zero Coupon Security pays no cash interest to its holder during its
life. Its value to an investor consists of the difference between its face value
at the time of maturity and the price for which it was acquired, which is
generally an amount much less than its face value (sometimes referred to as a
"deep discount" price).
In the last few years a number of banks and brokerage firms have separated
("stripped") the principal portions ("corpus") from the interest portions of
U.S. Treasury bonds and notes and sold them separately in the form of receipts
or certificates representing undivided interests in these instruments (which
instruments are generally held by a bank in a custodial or trust account). More
recently, the U.S. Treasury Department has facilitated the stripping of Treasury
notes and bonds by permitting the separated corpus and interest to be
transferred directly through the Federal Reserve Bank's book-entry system. This
program, which eliminates the need for custodial or trust accounts to hold the
Treasury securities, is called "Separate Trading of Registered Interest and
Principal of Securities" ("STRIPS"). Each such stripped instrument (or receipt)
entitles the holder to a fixed amount of money from the Treasury at a single,
specified future date. The U.S. Treasury redeems Zero Coupon Securities
consisting of the corpus for the face value thereof at maturity, and those
consisting of stripped interest for the amount of interest, and at the date,
stated thereon.
The amount of the discount each Fund will receive will depend upon the
length of time to maturity of the separated U.S. Treasury security and
prevailing market interest rates when the separated U.S. Treasury security is
purchased. Separated U.S. Treasury securities can be considered a zero coupon
investment because no payment is made to a Fund until maturity. These securities
are purchased with original issue discount and such discount is includable as
gross income to a Fund as it accrues over the life of the security. Because
interest on Zero Coupon Securities is compounded over the life of the
instrument, there is more income in later years, compared with earlier years,
with these securities. Although each Fund intends to hold all Zero Coupon
Securities until maturity, Government Securities' market prices move inversely
with respect to changes in interest rates prior to their maturity.
Risk Factors. The market prices of Zero Coupon Securities generally are
more volatile than the prices of securities that pay interest periodically and
in cash and are likely to respond to changes in interest rates to a greater
degree than do other types of debt securities having similar maturities and
credit quality. The income on Zero Coupon Securities is accrued by each Fund
prior to the receipt of actual
6
<PAGE>
payments. Federal income tax law requires holders of Zero Coupon Securities to
report as interest income each year the portion of the original issue discount
on such securities (other than tax-exempt original issue discount from a Zero
Coupon Security) that accrues that year, even though the holders receive no cash
payments of interest during the year. Each Fund, however, must distribute
substantially all of its income to shareholders under the Federal tax law.
Therefore, a Fund may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash to satisfy its distribution
requirements. These actions are also likely to reduce the assets to which Fund
expenses could be allocated and reduce the rate of return of a Fund. In
addition, shareholders are taxed on distributions of this interest even if the
Fund does not receive the actual payments of interest.
Other Securities. Although each Fund intends to invest no less than 65% of
its assets in Government Securities, each Fund may invest the remainder of its
assets in securities consisting of:
Equities (described below);
prime commercial paper;
domestic branches of U.S. Banks' certificates of deposit;
bankers' acceptances;
repurchase agreements; and
participation interests
Equities in which each Fund will invest are common stocks or securities
convertible into common stock issued by small, unseasoned or relatively unknown
companies, or those which are in the early stages of development, including
securities which represent a special situation. A "special situation" is one
where an unusual and possibly non-repetitive development may be occurring which,
in the opinion of the Adviser, could cause a security's price to outperform the
securities market in general.
Risk Factors. These Equities are more speculative than Zero Coupon
Securities or securities issued by established and well-seasoned issuers. The
risks connected with these Equities may include the availability of less
information about the issuer, the absence of a track record or historical
pattern of performance, as well as normal risks which accompany the development
of new products, markets or services. Equities purchased by the Funds which
represent a special situation bear the risk that the special situation will not
develop as favorably as expected, or the situation may deteriorate. For example,
a merger with favorable implications may be blocked, an industrial development
may not enjoy anticipated market acceptance, or a bankruptcy may not be as
profitably resolved as had been expected. Although these risks could have a
significant negative impact on that portion of each Fund's assets invested in
Equities which represent special situations, there may be instances of greater
financial reward from these investments when compared with other securities.
The proportion of each Fund's assets invested in various Other Securities
will shift from time to time in accordance with the judgment of the Adviser, up
to the 35% limit. The Adviser expects to have substantially all of this portion
of each Fund's assets invested in Equities. Each Fund, may, however, invest all
of this portion of its assets in prime commercial paper, certificates of
deposit, bankers' acceptances, repurchase agreements and participation interests
(as described below) when the Adviser believes market conditions warrant such
action or to satisfy redemption requests.
Investments in commercial paper are limited to obligations rated Prime-1 by
Moody's Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Ratings
Group ("S&P"). A description of
7
<PAGE>
commercial paper ratings is contained in Appendix A to the SAI. Commercial paper
includes notes, drafts or similar instruments payable on demand or having a
maturity at the time of issuance not exceeding nine months, exclusive of days of
grace or any renewal thereof, payable on demand or having a maturity likewise
limited.
Investments in certificates of deposit will be made only at domestic
institutions with assets in excess of $500 million. Under a repurchase agreement
a Fund acquires a debt instrument for a relatively short period (usually not
more than one week) subject to the obligations of the seller to repurchase and
the Fund to resell such debt instrument at a fixed price. Bankers' acceptances
are short-term credit instruments used to finance commercial transactions.
Participation interests that may be held by the Funds are pro rata
interests in securities otherwise qualified for purchase by the Funds which are
held either by banks which are members of the Federal Reserve System or
securities dealers who are members of a national securities exchange or are
market makers in government securities, which are represented by an agreement in
writing between Government Plus Fund and the entity in whose name the security
is issued, rather than possession by the Funds. Each Fund will purchase
participation interests only in securities otherwise permitted to be purchased
by the Fund, and only when they are evidenced by deposit, safekeeping receipts,
or book-entry transfer, indicating the creation of a security interest in favor
of the Fund in the underlying security. Additionally, the Adviser will monitor
the creditworthiness of entities which are not banks, from which each Fund
purchases participation interests. However, the issuer of the participation
interest to the Funds will agree in writing, among other things: to remit
promptly all payments of principal, interest and premium, if any, to the Funds
once received by the issuer; to repurchase the participation interest upon seven
days' notice; and to otherwise service the investment physically held by the
issuer, a portion of which has been sold to the Funds.
Restricted and Illiquid Securities. Each Fund may invest up to 15% of its
net assets in illiquid securities, including (1) securities that are illiquid
due to the absence of a readily available market or due to legal or contractual
restrictions on resale and (2) repurchase agreements maturing in more than seven
days. However, illiquid securities for purposes of this limitation do not
include securities eligible for resale under Rule 144A under the Securities Act
of 1933, as amended, which Government Plus Fund's Board of Trustees or the
Adviser has determined are liquid under Board-approved guidelines. See the SAI
for more information regarding restricted and illiquid securities.
When-Issued Securities. Government Securities or Other Securities may be
acquired by each Fund on a when-issued basis. Under such an arrangement,
delivery of, and payment for, the instruments occur up to 45 days after the
agreement to purchase the instruments is made by a Fund. The purchase price to
be paid by a Fund and the interest rate on the instruments to be purchased are
both selected when the Fund agrees to purchase the securities "when-issued."
Each Fund is permitted to sell when-issued securities prior to issuance of such
securities, but will not purchase such securities with that purpose intended.
Securities purchased on a when-issued basis are subject to the additional risk
that yields available in the market, in the period between the purchase of such
securities and when delivery takes place, may be higher or lower than the rate
to be received on the securities a Fund has purchased. After a Fund is committed
to purchase when-issued securities, but prior to the issuance of said
securities, it is subject to adverse changes in the value of these securities
based upon changes in interest rates, as well as changes based upon the public's
perception of the issuer and its creditworthiness. When-issued
8
<PAGE>
securities' market prices move inversely with respect to changes in interest
rates. Purchases of securities by each Fund on a when-issued basis are
restricted as more fully set forth in the SAI.
MANAGEMENT
Board of Trustees. Government Plus Fund's Board of Trustees, as part of its
overall management responsibility, oversees various organizations responsible
for each Fund's day-to-day management.
Adviser. First Investors Management Company, Inc. supervises and manages
each Fund's investments, supervises all aspects of each Fund's operations and
determines each Fund's portfolio transactions. The Adviser is a New York
corporation located at 95 Wall Street, New York, NY 10005. The Adviser presently
acts as investment adviser to 14 mutual funds. First Investors Consolidated
Corporation ("FICC") owns all of the voting common stock of the Adviser and all
of the outstanding stock of FIC and the Transfer Agent. Mr. Glenn O. Head
controls FICC and, therefore, controls the Adviser.
As compensation for its services, the Adviser receives an annual fee from
each of the Funds, which is payable monthly. For the fiscal year ended December
31, 1995, each of 1st Fund, 2nd Fund and 3rd Fund paid 1.00% of its average
daily net assets in advisory fees. The SEC staff takes the position that fees of
0.75% or greater are higher than those paid by most investment companies.
Each Fund bears all expenses of its operations other than those incurred by
the Adviser or Underwriter under the terms of its advisory or underwriting
agreements. Fund expenses include, but are not limited to: the advisory fee;
shareholder servicing fees and expenses; custodian fees and expenses; legal and
auditing fees; expenses of communicating to existing shareholders, including
preparing, printing and mailing prospectuses and shareholder reports to such
shareholders; and proxy and annual meeting expenses.
Portfolio Managers. Patricia D. Poitra, Director of Equities, has been
primarily responsible for the day-to-day management of each Fund since 1988. Ms.
Poitra is assisted by a team of portfolio analysts. Ms. Poitra is responsible
for the management of the Special Situations Fund, Blue Chip Fund and the equity
portion of Total Return Fund, all series of First Investors Series Fund. Ms.
Poitra also is responsible for the management of the Blue Chip Fund and
Discovery Fund of First Investors Life Series Fund, the Blue Chip Fund of
Executive Investors Trust and the U.S.A. Mid-Cap Opportunity Fund of First
Investors Series Fund II, Inc. Ms. Poitra joined FIMCO in 1985 as a Senior
Equity Analyst.
Underwriter. Government Plus Fund has entered into an Underwriting
Agreement with First Investors Corporation, 95 Wall Street, New York, NY 10005,
as Underwriter. The Underwriter receives all sales charges in connection with
the sale of the Funds' shares. See "Purchase of Shares."
PURCHASE OF SHARES
An indefinite number of shares of each Fund was available during an initial
offering period. Government Plus Fund terminated the initial offering period of
each Fund and no new shares of any existing Fund will be issued, except in
connection with reinvestment of dividends and capital gain distributions. To the
extent that a Fund repurchases shares of such Fund from individual investors who
wish to redeem their shares, the Fund will make available such shares at the
public offering price, which is the sum of the net asset value per share
(determined as described under "Determination of Net Asset
9
<PAGE>
Value") next determined after an order is received, plus a maximum sales charge
of 8.00%, as set forth below.
<TABLE>
<CAPTION>
Sales Charge as % of Concession
----------------------------- to Dealers
Offering Net Amount as % of
Amount of Investment Price Invested Offering Price
- -------------------- -------- --------- --------------
<S> <C> <C> <C>
Less than $10,000 8.00% 8.70% 6.50%
$10,000 but under $25,000 7.75 8.40 6.30
$25,000 but under $50,000 6.25 6.67 5.10
$50,000 but under $100,000 5.50 5.82 4.50
$100,000 but under $250,000 4.50 4.71 3.70
$250,000 but under $500,000 3.50 3.63 2.80
$500,000 but under $1,000,000 2.50 2.56 2.00
$1,000,000 or over 1.50 1.52 1.20
</TABLE>
Orders for the purchase of shares of the Funds will be invested at the
public offering price (net asset value plus applicable sales charge) next
determined after receipt by FIC in their offices at 581 Main Street, Woodbridge,
New Jersey 07095-1198.
Due to emergency conditions, such as snow storms, the Woodbridge offices of
FIC and Administrative Data Management Corp. (the "Transfer Agent") may not be
open for business on a day when the NYSE is open for regular trading and,
therefore, would be unable to accept purchase orders. Should this occur,
purchase orders will be executed at the public offering price determined at the
close of regular trading on the NYSE on the next business day that these offices
are open for business.
The sales charge varies depending on the size of the purchase, the value of
shares an investor owns or a Letter of Intent to purchase additional shares
during a thirteen-month period. Reductions in sales charges apply to purchases
of shares by "any person," including an individual, members of a family unit
comprising husband, wife and minor children, or a trustee or other fiduciary
purchasing for a single fiduciary account.
REDEMPTION OF SHARES
You may redeem your shares at the next determined net asset value any day
the New York Stock Exchange ("NYSE") is open, directly through the Transfer
Agent. Your First Investors Representative may help you with this transaction.
If the shares being redeemed were recently purchased by check, payment may be
delayed to verify that the check has been honored, normally not more than
fifteen days. Upon receipt of your redemption request in good order, as
described below, shares will be redeemed at the net asset value next determined
and payment will be made within three days.
Due to emergency conditions, such as snow storms, the Woodbridge offices of
FIC and Administrative Data Management Corp. (the "Transfer Agent") may not be
open for business on a day when the NYSE is open for regular trading and,
therefore, would be unable to accept redemption orders. Should this occur,
redemption orders will be executed at the net asset value determined at the
close of regular trading on the NYSE on the next business day that these offices
are open for business.
10
<PAGE>
Redemptions By Mail. Written redemption requests should be mailed to
Administrative Data Management Corp., 581 Main Street, Woodbridge, NJ
07095-1198. For your redemption request to be in good order, you must include:
(1) the name of the Fund; (2) your account number; (3) the dollar amount, number
of shares or percentage of the account you want redeemed; (4) share
certificates, if issued; (5) the original signatures of all registered owners
exactly as the account is registered; and (6) signature guarantees, if required,
as described below. If your redemption request is not in good order or
information is missing, the Transfer Agent will seek additional information and
process the redemption on the day it receives such information. Certain account
registrations may require additional legal documentation in order to redeem. To
review these requirements, please call Shareholder Services at 1-800-423-4026.
Signature Guarantees. The words "Signature Guaranteed" must appear in
direct association with the signature of the guarantor. Members of the STAMP
(Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange
Medallion Signature Program), SEMP (Stock Exchanges Medallion Program) and FIC
are eligible signature guarantors. Although each Fund reserves the right to
require signature guarantees at any other time, signature guarantees are
required whenever: (1) the amount of the redemption is $50,000 or more, (2) a
redemption check is to be made payable to someone other than the registered
accountholder, other than major financial institutions, as determined solely by
the Fund and its agent, on behalf of the shareholder, (3) a redemption check is
to be mailed to an address other than the address of record, or a financial
institution for the benefit of a shareholder, (4) an account registration is
being transferred to another owner, (5) a transaction requires additional legal
documentation; (6) the redemption request is for certificated shares; or (7)
your address of record has changed within 60 days prior to a redemption request.
Systematic Withdrawal Plan. If you own noncertificated shares, you may set
up a plan for redemptions to be made automatically at regular intervals. You may
elect to have the payments automatically sent directly to you or, if signature
guarantees are obtained, to persons you designate. See the SAI for more
information on the Systematic Withdrawal Plan. For information regarding the
Systematic Withdrawal Plan, call Shareholder Services at 1-800-423-4026.
Repurchase through Underwriter. You may redeem shares through a Dealer. In
this event, the Underwriter, acting as agent for each Fund, will offer to
repurchase or accept an offer to sell such shares at a price equal to the net
asset value next determined after the making of such offer. While the
Underwriter does not charge for this service, the Dealer may charge you a
commission for handling the transaction.
Redemption of Low Balance Accounts. Because of the high cost of maintaining
smaller shareholder accounts, each Fund may redeem without your consent, on at
least 60 days' prior written notice (which may appear on your account
statement), any Fund account which has a net asset value of less than $500. To
avoid such redemption, you may, during such 60-day period, purchase additional
Fund shares so as to increase your account balance to the required minimum. Each
Fund does not apply this minimum account balance requirement to accounts that
fall below the minimum for reasons other than share redemptions or to accounts
that have never had a net asset value of at least $500. Accounts established
under a Systematic Investing plan which have been discontinued prior to meeting
the $1,000 minimum are subject to this policy.
Additional information concerning how to redeem shares of the Funds is
available upon request to your Representative or Shareholder Services at
1-800-423-4026.
11
<PAGE>
DETERMINATION OF NET ASSET VALUE
The net asset value of shares of each Fund is determined as of the close of
regular trading on the NYSE (generally 4:00 P.M., New York City time) on each
day the NYSE is open for trading, and at such other times as the Board of
Trustees deems necessary, by dividing the market value of the securities held by
a Fund, plus any cash and other assets, less all liabilities, by the number of
shares outstanding. If there is no available market value, securities will be
valued at their fair value as determined in good faith pursuant to procedures
adopted by the Board of Trustees. The NYSE currently observes the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
DIVIDENDS AND OTHER DISTRIBUTIONS
Dividends from net investment income are generally declared annually by
each Fund and paid in additional shares of the distributing Fund 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 such
distribution. Net investment income includes interest and dividends, earned
discount and other income earned on portfolio securities less expenses. Each
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, after deducting any available capital loss carryovers,
with its regular dividend at the end of the year. A Fund may make an additional
distribution if necessary to avoid a Federal excise tax on certain undistributed
income and capital gain.
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 the Transfer Agent by telephone or in writing prior to the
record date of any such distribution. 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 by notifying
the Transfer Agent.
A distribution by a Fund will be paid in additional Fund shares and not in
cash if any of the following events occurs: (1) the total amount of the
distribution is under $5, (2) the Fund has received notice of your death on an
individual account (until written alternate payment instructions and other
necessary documents are provided by the deceased's legal representative), or (3)
a distribution check is returned to the Transfer Agent, marked as being
undeliverable, by the U.S. Postal Service after two consecutive mailings.
TAXES
Each Fund has qualified and intends to continue to qualify for treatment as
a regulated investment company under the Internal Revenue Code of 1986, as
amended, 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
and net short-term capital gain) and net capital gain that is distributed to its
shareholders.
Dividends from a 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 a Fund's net
capital gain, when designated as such, are taxable to you as long-term capital
12
<PAGE>
gain, whether paid in cash or in additional Fund shares, regardless of the
length of time you have owned your shares. 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 Funds
during that year.
Each Fund 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 Fund is not furnished with
your correct taxpayer identification number, and 31% of dividends and such
distributions in certain other circumstances.
Your redemption of Fund shares will result in taxable gain or loss to you,
depending on whether the redemption proceeds are more or less than your adjusted
basis for the redeemed shares (which normally includes any sales charge paid).
The foregoing is only a summary of some of the important Federal tax
considerations generally affecting each Fund and its shareholders; see the SAI
for a further discussion. There may be other Federal or state and local tax
considerations applicable to a particular investor. You therefore are urged to
consult your own tax adviser.
PERFORMANCE INFORMATION
For purposes of advertising, a Fund's performance may be calculated based
on average annual total return and total return. Average annual total return
represents the average annual percentage change in an assumed $1,000 investment
including the effect of receiving payment of dividends and other distributions
in additional Fund shares, net of the Fund's maximum 8.00% sales charge. It
reflects the hypothetical annually compounded return that would have produced
the same total return if the Fund's performance had been constant over the
entire period. Because average annual total return tends to smooth out
variations in the Fund's return, you should recognize that it is not the same as
actual year-by-year results. Total return is computed using the same
calculations as average annual total return. However, the rate expressed is the
percentage change from the initial $1,000 invested to the value of the
investment at the end of the stated period.
A Fund also may advertise its yield. Yield reflects investment income net
of expenses over a 30- day (or one-month) period on a Fund share, expressed as
an annualized percentage of the maximum offering price per share at the end of
the period. Yield computations differ from other accounting methods and
therefore may differ from dividends actually paid or reported net income. Each
Fund may also advertise its "actual distribution rate" for each class of shares.
This is computed in the same manner as yield except that actual income dividends
declared per share during the period in questions are substituted for net
investment income per share.
Each of the above performance calculations may be advertised based on
investment at reduced sales charge levels or at net asset value. Any quotation
of performance figures not reflecting the maximum sales charge will be greater
than if the maximum sales charge were used. Each performance figure reflects
past performance and does not necessarily indicate future results. Additional
performance information is contained in the Funds' Annual Report, which may be
obtained without charge by contacting the Funds at 1-800-423-4026.
13
<PAGE>
GENERAL INFORMATION
Organization. Government Plus Fund is a Massachusetts business trust
organized on July 8, 1985. The Board of Trustees of Government Plus Fund has
authority to issue an unlimited number of shares of beneficial interest of
separate series, no par value. Shares of each Fund have equal dividend, voting,
liquidation and redemption rights. Government Plus Fund does not hold annual
shareholder meetings. If requested to do so by the holders of at least 10% of
Government Plus Fund's outstanding shares, the Board of Trustees will call a
special meeting of shareholders for any purpose, including the removal of
Trustees.
Custodian. The Bank of New York, 48 Wall Street, New York, NY 10286, is
custodian of the securities and cash of each Fund.
Transfer Agent. Administrative Data Management Corp., 581 Main Street,
Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as transfer agent
for each Fund and as redemption agent for regular redemptions. The Transfer
Agent's telephone number is 1-800-423-4026.
Share Certificates. The Funds do not issue share certificates unless
requested to do so. Ownership of shares of each Fund is recorded on a stock
register by the Transfer Agent and shareholders have the same rights of
ownership with respect to such shares as if certificates had been issued.
Confirmations and Statements. You will receive confirmations of purchases
and redemptions of shares of the Funds. Statements of shares owned will be sent
to you following a transaction in the account, including payment of a dividend
or capital gain distribution in additional shares or cash.
Shareholder Inquiries. Shareholder inquiries can be made by calling
Shareholder Services at 1- 800-423-4026.
Annual and Semi-Annual Reports to Shareholders. It is the Funds' practice
to mail only one copy of their annual and semi-annual reports to any address at
which more than one shareholder with the same last name has indicated that mail
is to be delivered. Additional copies of the reports will be mailed if requested
in writing or by telephone by any shareholder. The Funds will ensure that an
additional copy of such reports are sent to any shareholder who subsequently
changes his or her mailing address.
14
<PAGE>
TABLE OF CONTENTS
PAGE
- -------------------------
Fee Table.............................................................. 2
Financial Highlights................................................... 3
The Funds.............................................................. 5
Investment Objectives and Policies..................................... 5
Management............................................................. 9
Purchase of Shares..................................................... 9
Redemption of Shares................................................... 10
Determination of Net Asset Value....................................... 12
Dividends and Other Distributions...................................... 12
Taxes.................................................................. 12
Performance Information................................................ 13
General Information.................................................... 14
<PAGE>
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
PROSPECTUS
INVESTMENT ADVISER
First Investors Management Company, Inc.
95 Wall Street, New York, NY 10005
UNDERWRITER
First Investors Corporation
95 Wall Street, New York, NY 10005
LEGAL COUNSEL
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036
CUSTODIAN
The Bank of New York
48 Wall Street
New York, New York 10286
TRANSFER AGENT
Administrative Data Management Corp.
581 Main Street
Woodbridge, New Jersey 07095-1198
AUDITORS
Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, Pennsylvania 19102
PROSPECTUS
April 29, 1996
This Prospectus is intended to constitute an offer by Government Plus Fund only
of the securities of which it is the issuer and is not intended to constitute an
offer by any Fund of the securities of any other Fund whose securities are also
offered by this Prospectus. No Fund intends to make any representation as to the
accuracy or completeness of the disclosure in this Prospectus relating to any
other Fund. No dealer, salesman or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus or the Statement of Additional Information, and if given or
made, such information and representation must not be relied upon as having been
authorized by Government Plus Fund, First Investors Corporation, or any
affiliate thereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the shares offered hereby in any state to
any person to whom it is unlawful to make such offer in such state.
<PAGE>
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
Statement of Additional Information
dated April 29, 1996
95 Wall Street 1-800-423-4026
New York, New York 10005
First Investors U.S. Government Plus Fund ("Government Plus Fund") is an
open-end diversified management investment company consisting of three separate
series of investment. The investment objectives of each Fund of Government Plus
Fund is first to generate income, and, to a lesser extent, achieve long-term
capital appreciation. There can be no assurances that the objectives of each
Fund will be realized.
This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Funds' Prospectus dated April 29, 1996, which may
be obtained free of cost from the Funds at the address or telephone number noted
above.
TABLE OF CONTENTS
-----------------
Page
----
Investment Objectives and Policies........................................ 2
Investment Restrictions................................................... 4
Trustees and Officers..................................................... 6
Management................................................................ 8
Underwriter............................................................... 9
Determination of Net Asset Value.......................................... 10
Allocation of Portfolio Brokerage......................................... 11
Purchase and Redemption of Shares......................................... 12
Taxes..................................................................... 12
Performance Information................................................... 13
General Information....................................................... 17
Appendix A................................................................ 19
Financial Statements...................................................... 20
1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of each Fund of Government Plus Fund
is fully set forth in the Funds' Prospectus. The following information is
provided for those investors desiring additional information to that contained
in the Funds' Prospectus.
When-Issued Securities. Each Fund may invest up to 5% of its net assets in
securities issued on a when-issued or delayed delivery basis at the time the
purchase is made. The Fund generally would not pay for such securities or start
earning interest on them until they are issued or received. However, when the
Fund purchases debt obligations on a when-issued basis, it assumes the risks of
ownership, including the risk of price fluctuation, at the time of purchase, not
at the time of receipt. Failure of the issuer to deliver a security purchased by
the Fund on a when-issued basis may result in the Fund's incurring a loss or
missing an opportunity to make an alternative investment. When the Fund enters
into a commitment to purchase securities on a when-issued basis, it establishes
a separate account with its custodian consisting of cash or liquid high-grade
debt securities equal to the amount of the Fund's commitment, which are valued
at their fair market value. If on any day the market value of this segregated
account falls below the value of the Fund's commitment, the Fund will be
required to deposit additional cash or qualified securities into the account
until equal to the value of the Fund's commitment. When the securities to be
purchased are issued, the Fund will pay for the securities from available cash,
the sale of securities in the segregated account, sales of other securities and,
if necessary, from sale of the when-issued securities themselves although this
is not ordinarily expected. Securities purchased on a when-issued basis are
subject to the risk that yields available in the market, when delivery takes
place, may be higher than the rate to be received on the securities the Fund is
committed to purchase. Sale of securities in the segregated account or other
securities owned by the Fund and when-issued securities may cause the
realization of a capital gain or loss.
Repurchase Agreements. Each Fund will enter into repurchase agreements only
with banks who are members of the Federal Reserve System or securities dealers
who are members of a national securities exchange or are market makers in
government securities and, in either case, only where the debt instrument
subject to the repurchase agreement is a security which is issued by the U.S.
Government, its agencies or instrumentalities, and is backed by the full faith
and credit of the U.S. Government ("U.S. Obligation"). A repurchase agreement is
an agreement in which the seller of a security agrees to repurchase the security
sold at a mutually agreed-upon time and price. It may also be viewed as the loan
of money by the Fund to the seller. The resale price normally is in excess of
the purchase price, reflecting an agreed upon interest rate. The rate is
effective for the period of time the Fund is invested in the agreement and is
not related to the coupon rate on the underlying security. The period of these
repurchase agreements will usually be short, from overnight to one week, and at
no time will the Fund invest in repurchase agreements with more than one year in
time to maturity. The securities subject to repurchase agreements, however, may
have maturity dates in excess of one year from the effective date of the
repurchase agreement. The Fund will always receive, as collateral, securities
whose market value, including accrued interest, will at all times be at least
equal to 100% of the dollar amount invested by the Fund in each agreement, and
the Fund will make payment for such securities only upon physical delivery or
evidence of book entry transfer to the account of the Custodian. If the seller
defaults, the Fund might incur a loss if the value of the collateral securing
the repurchase agreement declines, and might incur disposition costs in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are
2
<PAGE>
commenced with respect to the seller of the security, realization upon the
collateral by the Fund may be delayed or limited. Each Fund may not enter into a
repurchase agreement with more than seven days to maturity if, as a result, more
than 15% of the market value of the Fund's net assets would be invested in such
repurchase agreements together with any other illiquid assets. No Fund may enter
into a repurchase agreement with more than seven days to maturity if, as a
result, more than 15% of such Fund's assets would be invested in such repurchase
agreements and other illiquid securities.
Restricted and Illiquid Securities. No Fund will purchase or otherwise
acquire any security if, as a result, more than 15% of its net assets (taken at
current value) would be invested in securities that are illiquid by virtue of
the absence of a readily available market or legal or contractual restrictions
on resale. This policy includes repurchase agreements maturing in more than
seven days. This policy does not include restricted securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933, as amended ("1933
Act"), which the Board of Trustees or the Adviser has determined under Board-
approved guidelines are liquid.
Restricted securities which are illiquid may be sold only in privately
negotiated transactions or in public offerings with respect to which a
registration statement is in effect under the 1933 Act. Such securities include
those that are subject to restrictions contained in the securities laws of other
countries. Securities that are freely marketable in the country where they are
principally traded, but would not be freely marketable in the United States,
will not be subject to the 15% limitation, as noted above. Where registration is
required, a Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time the Fund may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, a Fund might obtain a less favorable price than
prevailed when it decided to sell.
In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities and
corporate bonds and notes. These instruments are often restricted securities
because the securities are either themselves exempt from registration or sold in
transactions not requiring registration. Institutional investors generally will
not seek to sell these instruments to the general public, but instead will often
depend on an efficient institutional market in which such unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal restrictions
on resale to the general public or certain institutions is not dispositive of
the liquidity of such investments.
Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders. An insufficient number
of qualified institutional buyers interested in purchasing Rule 144A-eligible
securities held by a Fund, however, could affect adversely the marketability of
such portfolio securities and a Fund might be unable to dispose of such
securities promptly or at reasonable prices.
3
<PAGE>
Portfolio Turnover. Although the Funds generally do not invest for
short-term trading purposes, portfolio securities may be sold from time to time
without regard to the length of time they have been held when, in the opinion of
the Funds' investment adviser, First investors Management Company, Inc.
("Adviser" or "FIMCO") investment considerations warrant such action. Portfolio
turnover rate is calculated by dividing (a) the lesser of purchases or sales of
portfolio securities for the fiscal year by (b) the monthly average of the value
of portfolio securities owned during the fiscal year. A 100% turnover rate would
occur if all the securities in a Fund's portfolio, with the exception of
securities whose maturities at the time of purchase were one year or less, were
sold and either repurchased or replaced within one year. A high rate of
portfolio turnover generally leads to transaction costs and may result in a
greater number of taxable transactions. See "Allocation of Portfolio Brokerage."
For the fiscal year ended December 31, 1994, the 1st Fund, 2nd Fund and 3rd Fund
had a portfolio turnover rate of 8%, 8% and 10%, respectively. For the fiscal
year ended December 31, 1995, the 1st Fund, 2nd Fund and 3rd Fund had a
portfolio turnover rate of 7%, 7% and 8%, respectively.
INVESTMENT RESTRICTIONS
Each Fund has adopted the investment restrictions set forth below, which
cannot be changed without the approval of a vote of a majority of the
outstanding shares of each Fund, voting separately from any other Fund. As
provided in the Investment Company Act of 1940, as amended (the "1940 Act"), and
used in the Prospectus and this Statement of Additional Information, a "vote of
a majority of the outstanding shares of each Fund" means the affirmative vote of
the lesser of (i) more than 50% of the outstanding shares of the Fund or (ii)
67% or more of the shares present at a meeting, if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy.
The investment restrictions provide that, among other things, each Fund
will not:
1. Purchase securities on margin (but any Fund may obtain such credits as
may be necessary for the clearance of purchases and sales of securities).
2. Make short sales of securities.
3. Write put or call options.
4. With respect to 75% of the Fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer.
5. Purchase the securities of other investment companies or investment
trusts, except as they may be acquired as part of a merger, consolidation or
acquisition of assets.
6. Underwrite securities issued by other persons except to the extent that,
in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under Federal securities laws.
4
<PAGE>
7. Buy or sell real estate, commodities, or commodity contracts (unless
acquired as a result of ownership of securities) or interests in oil, gas or
mineral explorations, provided, however, the Fund may invest in securities
secured by real estate or interest in real estate.
8. Issue any "senior security" as such term is defined by the 1940 Act
except as expressly permitted by the 1940 Act.
9. Invest more than 25% of its assets in securities of issuers in a single
industry, excluding Government Securities.
10. Borrow money, except as a temporary or emergency measure in an amount
not to exceed 5% of the value of its assets.
11. Pledge assets, except that the Fund may pledge its assets to secure
borrowings made in accordance with investment restriction (10) above, provided
that the Fund maintains asset coverage of at least 300% for pledged assets.
12. Make loans, except by purchase of debt obligations and through
repurchase agreements. However, Government Plus Fund's Board of Trustees may, on
the request of broker-dealers or other institutional investors that they deem
qualified, authorize the Fund to loan securities to cover the borrower's short
position; provided, however, the borrower pledges to and agrees to maintain at
all times with the Fund cash collateral equal to not less than 100% of the value
of the securities loaned, the loan is terminable at will by the Fund, the Fund
receives interest on the loan as well as any distributions upon the securities
loaned, the Fund retains voting rights associated with the securities, the Fund
pays only reasonable custodian fees in connection with the loan, and the Adviser
monitors the creditworthiness of the borrower throughout the life of the loan;
provided further, that such loans will not be made if the value of all loans,
repurchase agreements with more than seven days to maturity, and other illiquid
assets is greater than an amount equal to 15% of the Fund's net assets.
13. Purchase the securities of any issuer if such purchase, at the time
thereof, would cause more than 5% of the value of the Fund's total assets to be
invested in securities of issuers that, including predecessors, have a record of
less than three years' continuous operation.
Government Plus Fund, on behalf of each Fund, has filed the following
undertakings to comply with requirements of certain states in which shares of
the Funds are sold, which may be changed without shareholder approval:
1. Notwithstanding investment restriction (7) above, each Fund will not
invest in real estate limited partnership interests or in interests in real
estate investment trusts that are not readily marketable and will not buy or
sell interests in oil, gas or mineral leases.
2. Each Fund's investment in warrants, valued at the lower of cost or
market, shall not exceed 5% of the value of such Fund's net assets. Included
within that amount but not to exceed 2% of the value of such Fund's net assets,
may be warrants which are not listed on the New York or American Stock
5
<PAGE>
Exchange. Warrants acquired by the Fund in units or attached to securities may
be deemed to be without value.
3. Each Fund will not purchase or retain the securities of any issuer if
the officers, directors or trustees of Government Plus Fund, the Adviser, or
managers own beneficially more than one-half of one percent of the securities
and together own beneficially more than five per cent of such securities.
4. Each Fund, with respect to 100% of each of its assets, will not (a)
invest more than 5% in the securities of any one issuer (exclusive of U.S.
Government securities), or (b) hold more than 10% of any class of securities
(including any class of voting securities) of any issuer (exclusive of U.S.
Government securities).
Government Plus Fund, on behalf of each Fund, has adopted the following
non-fundamental investment restriction, which may be changed without shareholder
approval. This restriction provides that each Fund will not:
Purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities, including repurchase agreements not
entitling the holder to payment of principal and interest within seven days and
any securities that are illiquid by virtue of legal or contractual restrictions
on resale or the absence of a readily available market. The Trustees, or the
Funds' investment adviser acting pursuant to authority delegated by the
Trustees, may determine that a readily available market exists for securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as
amended, or any other applicable rule, and therefore that such securities are
not subject to the foregoing limitation.
TRUSTEES AND OFFICERS
The following table lists the Trustees and executive officers of Government
Plus Fund, their age, business address and principal occupations during the past
five years. Unless otherwise noted, an individual's business address is 95 Wall
Street, New York, New York 10005.
Glenn O. Head*+ (70), President and Trustee. Chairman of the Board and Director,
Administrative Data Management Corp. ("ADM"), FIMCO, Executive Investors
Management Company, Inc. ("EIMCO"), First Investors Corporation ("FIC"),
Executive Investors Corporation ("EIC") and First Investors Consolidated
Corporation ("FICC").
James J. Coy (82), Trustee, 90 Buell Lane, East Hampton, NY 11937. Retired;
formerly Senior Vice President, James Talcott, Inc. (financial institution).
Roger L. Grayson* (39), Trustee. Director, FIC and FICC; President and Director,
First Investors Resources, Inc.; Commodities Portfolio Manager.
Kathryn S. Head*+ (40), Trustee, 581 Main Street, Woodbridge, NJ 07095.
President, FICC, EIMCO, FIMCO and ADM; Vice President, Chief Financial Officer
and Director, FIC and EIC; President and Director, First Financial Savings Bank,
S.L.A.
6
<PAGE>
Rex R. Reed (74), Trustee, 1381 Fairway Oaks, Kiawah Island, SC 29455. Retired;
formerly Senior Vice President, American Telephone & Telegraph Company.
Herbert Rubinstein (74), Trustee, 145 Elm Drive, Roslyn, NY 11576. Retired;
formerly President, Belvac International Industries, Ltd. and President, Central
Dental Supply.
James M. Srygley (63), Trustee, 33 Hampton Road, Chatham, NJ 07982. Principal,
Hampton Properties, Inc. (property investment company).
John T. Sullivan* (64), Trustee and Chairman of the Board; Director, FIMCO, FIC,
FICC and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.
Robert F. Wentworth (66), Trustee, RR1, Box 2554, Upland Downs Road, Manchester
Center, VT 05255. Retired; formerly financial and planning executive with
American Telephone & Telegraph Company.
Joseph I. Benedek (38), Treasurer, 581 Main Street, Woodbridge, NJ 07095.
Treasurer, FIC FIMCO, EIMCO and EIC; Comptroller and Treasurer, FICC.
Concetta Durso (61), Vice President and Secretary. Vice President, FIMCO, EIMCO
and ADM; Assistant Vice President and Assistant Secretary, FIC and EIC.
Patricia D. Poitra (41), Vice President. Vice President, First Investors Series
Fund, First Investors Series Fund II, Inc. and Executive Investors Trust;
Director of Equities, FIMCO.
- ----------
* These Trustees may be deemed to be "interested persons," as defined in the
1940 Act.
+ Mr. Glenn O. Head and Ms. Kathryn S. Head are father and daughter.
All of the officers and Trustees, except for Ms. Poitra, hold identical or
similar positions with 13 other registered investment companies in the First
Investors Family of Funds. Mr. Head is also an officer and/or Director of First
Investors Asset Management Company, Inc., First Investors Credit Funding
Corporation, First Investors Leverage Corporation, First Investors Realty
Company, Inc., First Investors Resources, Inc., N.A.K. Realty Corporation, Real
Property Development Corporation, Route 33 Realty Corporation, First Investors
Life Insurance Company, First Financial Savings Bank, S.L.A., First Investors
Credit Corporation and School Financial Management Services, Inc. Ms. Head is
also an officer and/or Director of First Investors Life Insurance Company, First
Investors Credit Corporation, School Financial Management Services, Inc., First
Investors Credit Funding Corporation, N.A.K. Realty Corporation, Real Property
Development Corporation, First Investors Leverage Corporation and Route 33
Realty Corporation.
The following table lists compensation paid to the Trustees of Government
Plus Fund for the fiscal year ended December 31, 1995.
7
<PAGE>
<TABLE>
<CAPTION>
Total
Compensation
Pension or Estimated From First
Aggregate Retirement Benefits Annual Benefits Investors Family
Compensation Accrued as Part of Upon of Funds
Trustee From Fund* Fund Expenses Retirement Paid to Trustees*
- ------- ------------ ------------------- - ----------------- -----------------
<S> <C> <C> <C> <C>
James J. Coy $1,800 $-0- $-0- $37,200
Roger L. Grayson -0- -0- -0- -0-
Glenn O. Head -0- -0- -0- -0-
Kathryn S. Head -0- -0- -0- -0-
F. William Ortman, Jr.** 750 -0- -0- 15,500
Rex R. Reed 1,800 -0- -0- 37,200
Herbert Rubinstein 1,800 -0- -0- 37,200
James M. Srygley*** 1,800 -0- -0- 37,200
John T. Sullivan -0- -0- -0- -0-
Robert F. Wentworth 1,800 -0- -0- 37,200
</TABLE>
* Compensation to officers and interested Trustees of Government Plus Fund is
paid by the Adviser. In addition, compensation to non-interested Trustees
of Government Plus Fund is currently voluntarily paid by the Adviser.
** For the period January 1, 1995 through September 21, 1995.
*** For the period January 19, 1995 through December 31, 1995.
MANAGEMENT
Investment advisory services to the Funds are provided by First Investors
Management Company, Inc. pursuant to an Investment Advisory Agreement ("Advisory
Agreement") dated June 13, 1994. The Advisory Agreement was approved by the
Board of Trustees of Government Plus Fund, including a majority of the Trustees
who are not parties to the Advisory Agreement or "interested persons" (as
defined in the 1940 Act) of any such party ("Independent Trustees"), in person
at a meeting called for such purpose and by a majority of the public
shareholders of each Fund.
Pursuant to the Advisory Agreement, FIMCO shall supervise and manage each
Fund's investments, determine each Fund's portfolio transactions and supervise
all aspects of each Fund's operations, subject to review by the Trustees. The
Advisory Agreement also provides that FIMCO shall provide Government Plus Fund
and each Fund with certain executive, administrative and clerical personnel,
office facilities and supplies, conduct the business and details of the
operation of Government Plus Fund and each Fund and assume certain expenses
thereof, other than obligations or liabilities of the Fund. The Advisory
Agreement may be terminated at any time without penalty by the Trustees or by a
majority of the outstanding voting securities of the applicable Fund, or by
FIMCO, in each instance on not less than 60 days' written notice, and shall
automatically terminate in the event of its assignment (as defined in the 1940
Act). The Advisory Agreement also provides that it will continue in effect, with
respect to a Fund, for a period of over two years only if such continuance is
approved annually either by the Trustees or by a majority of the outstanding
voting securities of that Fund, and, in either case, by a vote of a majority
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<PAGE>
of the Independent Trustees voting in person at a meeting called for the purpose
of voting on such approval.
Under the Advisory Agreement, each Fund pays the Adviser an annual fee,
paid monthly, according to the following schedule:
Annual
Average Daily Net Assets Rate
- ------------------------ -----
Up to $200 million.................................................... 1.00%
In excess of $200 million up to $500 million.......................... 0.75
In excess of $500 million up to $750 million.......................... 0.72
In excess of $750 million up to $1.0 billion.......................... 0.69
Over $1.0 billion..................................................... 0.66
For the fiscal year ended December 31, 1993, the 1st Fund, 2nd Fund and 3rd
Fund paid $17,332, $28,345 and $12,502, respectively, in advisory fees. For the
fiscal year ended December 31, 1994, the 1st Fund, 2nd Fund and 3rd Fund paid
$14,550, $25,158 and $11,190, respectively, in advisory fees. For the fiscal
year ended December 31, 1995, the 1st Fund, 2nd Fund and 3rd Fund paid $14,409,
$24,641 and $11,075, respectively, in advisory fees.
Pursuant to certain state regulations, the Adviser has agreed to reimburse
a Fund if and to the extent that Fund's aggregate operating and management
expenses, including advisory fees but generally excluding interest, taxes,
brokerage commissions and extraordinary expenses, exceed any limitation on
expenses applicable to that Fund for any full fiscal year (unless a waiver of
such expense limitation is obtained). Additionally, the Adviser has agreed to
reimburse each Fund if and to the extent expenses exceed 0.25% of each Fund's
investment earnings. The amount of any such reimbursement is limited to the
amount of the advisory fees paid or accrued to the Adviser for the fiscal year.
For the fiscal year ended December 31, 1995, no reimbursement was required
pursuant to these regulations.
The Adviser has an Investment Committee composed of George V. Ganter,
Margaret Haggerty, Glenn O. Head, Nancy W. Jones, Patricia D. Poitra, Michael
O'Keefe, Clark D. Wagner and Richard Guinnessey. The Committee usually meets
weekly to discuss the composition of the portfolio of each Fund and to review
additions to and deletions from the portfolios.
UNDERWRITER
Government Plus Fund has entered into an Underwriting Agreement
("Underwriting Agreement") with First Investors Corporation ("Underwriter")
which requires the Underwriter to use its best efforts to sell shares of the
Funds. Pursuant to the Underwriting Agreement, the Underwriter shall bear all
fees and expenses incident to the registration and qualification of the Funds'
shares. In addition, the Underwriter shall bear all expenses of sales material
or literature, including prospectuses and proxy materials, to the extent such
materials are used in connection with the sale of the Funds' shares. The
Underwriting
9
<PAGE>
Agreement was approved by the Board of Trustees, including a majority of the
Trustees who are not interested persons (as defined in the 1940 Act) of
Government Plus Fund, and have no direct or indirect financial interest in the
operation of the Underwriting Agreement ("Disinterested Trustees"). The
Underwriting Agreement provides that it will continue in effect, with respect to
a Fund, from year to year only so long as such continuance is specifically
approved at least annually by the Board of Trustees or by a vote of a majority
of the outstanding voting securities of that Fund, and in either case by the
vote of a majority of the Disinterested Trustees, voting in person at a meeting
called for the purpose of voting on such approval. The Underwriting Agreement
will terminate automatically in the event of its assignment.
DETERMINATION OF NET ASSET VALUE
Except as provided herein, a security listed or traded on an exchange or
the Nasdaq national market system is valued at its last sale price on the
exchange or market system where the security is principally traded, and lacking
any sales on a particular day, the security is valued at the mean between the
closing bid and asked prices on that day. The Treasury STRIPS in which the Funds
invest are traded primarily in the over-the-counter markets. Such securities are
valued at the mean between the last bid and asked prices based upon quotes
furnished by a market maker for such securities. Securities for which market
quotations are not readily available are valued on a consistent basis at fair
value as determined in good faith by or under the direction of Government Plus
Fund's officers in a manner specifically authorized by the Board of Trustees. In
that connection, the Board of Trustees has determined that a Fund may use an
outside pricing service. The pricing service uses quotations obtained from
investment dealers or brokers for the particular securities being evaluated,
information with respect to market transactions in comparable securities and
other available information in determining value. When-Issued Securities are
reflected in the assets of the Fund as of the date the securities are purchased.
Such investments are valued thereafter at the most recent bid price obtained
from recognized dealers in such securities. Short-term debt securities that
mature in 60 days or less are valued at amortized cost if their original term to
maturity from the date of purchase was 60 days or less, or by amortizing their
value on the 61st day prior to maturity if their term to maturity from the date
of purchase exceeded 60 days, unless the Trustees determine that such valuation
does not represent fair value.
The Board of Trustees may suspend the determination of net asset value for
the whole or any part of any period (1) during which trading on the New York
Stock Exchange is restricted as determined by the Securities and Exchange
Commission or such Exchange is closed for other than weekend and holiday
closings, (2) during which an emergency, as defined by rules of the Commission
in respect to the U.S. market, exists as a result of which disposal by the Funds
of securities owned by them is not reasonably practicable for the Funds fairly
to determine the value of their net assets, or (3) for such other period as the
Commission has by order permitted such suspension. During any such period the
Funds may suspend redemption privileges or postpone the date of payment.
10
<PAGE>
ALLOCATION OF PORTFOLIO BROKERAGE
Purchases and sales of portfolio securities by the Funds generally will be
principal transactions. In principal transactions, portfolio securities are
normally purchased directly from the issuer or from an underwriter or market
maker for the securities. There will usually be no brokerage commission paid by
the Funds for such purchases. Purchases from underwriters will include the
underwriter's commission or concession and purchases from dealers serving as
market makers will include the spread between the bid and asked price.
In effecting portfolio transactions for the Funds, the Adviser seeks best
execution of trades either (1) at the most favorable and competitive rate of
commission charged by any broker or member of an exchange, or (2) with respect
to agency transactions, at a higher rate of commission if reasonable in relation
to brokerage and research services provided to a Fund or its Adviser, by such
member or broker. Such services may include, but are not limited to, any one or
more of the following: information as to the availability of securities for
purchase or sale and statistical or factual information or opinions pertaining
to investments. The Adviser may use research and services provided to it by
brokers and dealers in servicing all the funds in the First Investors Group of
Funds; however, not all such services may be used by the Adviser in connection
with the Funds. No portfolio orders are placed with an affiliated broker, nor
does any affiliated broker participate in these commissions.
The Adviser may combine transaction orders placed on behalf of a Fund, any
other fund in the First Investors Group of Funds, any fund of Executive
Investors Trust and First Investors Life Insurance Company, affiliates of the
Funds, for the purpose of negotiating brokerage commissions or obtaining a more
favorable transaction price; and where appropriate, securities purchased or sold
may be allocated, in terms of price and amount, to a Fund according to the
proportion that the size of the transaction order actually placed by a Fund
bears to the aggregate size of the transaction orders simultaneously made by
other participants in the transaction.
For the fiscal year ended December 31, 1993, the 1st Fund and 2nd Fund paid
$24 and $83, respectively, in brokerage commissions. For the fiscal year ended
December 31, 1993, the 2nd Fund paid $155 in brokerage commissions. Of that
amount, $72 was paid in brokerage commissions to brokers who furnished research
services on portfolio transactions in the amount of $31,925.
For the fiscal year ended December 31, 1994, the 1st Fund, 2nd Fund and 3rd
Fund paid $8, $141 and $137, respectively, in brokerage commissions, none of
which was paid to brokers who furnished research services on portfolio
transactions.
For the fiscal year ended December 31, 1995, the 1st Fund did not pay
brokerage commissions. For the fiscal year ended December 31, 1995, the 2nd
Series paid $21 in brokerage commissions, all of which was paid in brokerage
commissions to brokers who furnished research services on portfolio transactions
in the amount of $12,019. For the fiscal year ended December 31, 1995, the 3rd
Series paid $21 in brokerage commissions, none of which was paid to brokers who
furnished research services on portfolio transactions.
11
<PAGE>
PURCHASE AND REDEMPTION OF SHARES
Cumulative Purchase Privilege. Upon written notice to FIC, shares of a Fund
are also available at a quantity discount on new purchases if the then current
value at the current public offering price (i.e., net asset value plus
applicable sales charge) of all shares of the Fund previously purchased or
acquired and then owned, plus the value of shares being purchased at the current
public offering price, amount to $10,000 or more. Such quantity discounts may be
modified or terminated at any time by the Underwriter.
Systematic Withdrawal Plan. Shareholders who own noncertificated shares may
establish a Systematic Withdrawal Plan ("Withdrawal Plan"). If you have a Fund
account with a net asset value of at least $5,000, you may elect to receive
monthly, quarterly, semi-annual or annual checks for any designated amount
(minimum $25). You may have the payments sent directly to you or persons you
designate. Dividends and other distributions, if any, are reinvested in
additional shares of the Fund. Shareholders may add shares to the Withdrawal
Plan or terminate the Withdrawal Plan at any time. Withdrawal Plan payments will
be suspended when a distributing Fund has received notice of a shareholder's
death on an individual account. Payments may recommence upon receipt of written
alternate payment instructions and other necessary documents from the deceased's
legal representative. Withdrawal payments will also be suspended when a payment
check is returned to the Transfer Agent marked as undeliverable by the U.S.
Postal Service after two consecutive mailings.
The withdrawal payments derived from the redemption of sufficient shares in
the account to meet designated payments in excess of dividends and other
distributions may deplete or possibly extinguish the initial investment,
particularly in the event of a market decline, and may result in a capital gain
or loss depending on the shareholder's cost. Purchases of additional shares of a
Fund concurrent with withdrawals are ordinarily disadvantageous to shareholders
because of tax liabilities and sales charges. To establish a Withdrawal Plan,
call Shareholder Services at 1-800-423-4026.
TAXES
Each Fund is treated as a separate corporation for Federal income tax
purposes. In order to continue to qualify for treatment as a regulated
investment company ("RIC") under the Code, a Fund must distribute to its
shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income and net short-term
capital gain ("Distribution Requirement") and must meet several additional
requirements. For each Fund these requirements include the following: (1) the
Fund must derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of securities or other income derived with respect
to its business of investing in securities ("Income Requirement"); (2) the Fund
must derive less than 30% of its gross income each taxable year from the sale or
other disposition of securities that were held for less than three months
("Short-Short Limitation"); (3) at the close of each quarter of the Fund's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. Government securities, securities of other RICs and
other securities, with those other securities limited, in respect of any one
issuer, to an amount that does not exceed 5% of the value of the Fund's total
assets and that does not represent more than 10% of the issuer's outstanding
voting securities; and (4) at the close of each quarter of the Fund's taxable
year, not more than 25% of the value of its total
12
<PAGE>
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer.
Dividends and other distributions declared by a Fund in October, November
or December of any year and payable to shareholders of record on a date in any
of those months are deemed to have been paid by the Fund and received by the
shareholders on December 31 of that year if the distributions are paid by the
Fund during the following January. Accordingly, those distributions will be
taxed to shareholders for the year in which that December 31 falls.
Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax")
to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts.
If shares of a Fund are sold at a loss after being held for six months or
less, the loss will be treated as long-term, instead of short-term, capital loss
to the extent of any capital gain distributions received on those shares.
Each Fund may acquire zero coupon securities issued with original issue
discount. As a holder of those securities, each such Fund must include in its
income the original issue discount that accrues on the securities during the
taxable year, even if it receives no corresponding payment on them during the
year. Similarly, each such Fund must include in its gross income securities it
receives as "interest" on pay-in-kind securities. Because each Fund annually
must distribute substantially all of its investment company taxable income,
including any original issue discount and other non-cash income, to satisfy the
Distribution Requirement and avoid imposition of the Excise Tax, either Fund may
be required in a particular year to distribute as a dividend an amount that is
greater than the total amount of cash it actually receives. Those distributions
will be made from a Fund's cash assets or from the proceeds of sales of
portfolio securities, if necessary. A Fund may realize capital gains or losses
from those sales, which would increase or decrease its investment company
taxable income and/or net capital gain. In addition, any such gains may be
realized on the disposition of securities held for less than three months.
Because of the Short-Short Limitation, any such gains would reduce a Fund's
ability to sell other securities held for less than three months that it might
wish to sell in the ordinary course of its portfolio management.
PERFORMANCE INFORMATION
Each Fund may advertise its performance in various ways.
Each Fund's yield is presented for a specified thirty-day period (the "base
period"). Yield is based on the amount determined by (i) calculating the
aggregate amount of dividends and interest earned by the Fund during the base
period less expenses accrued for that period (net of reimbursement), and (ii)
dividing that amount by the product of (a) the average daily number of shares of
the Fund outstanding during the base period and entitled to receive dividends
and (b) the per share maximum public offering price of the Fund on the last day
of the base period. The result is annualized by compounding on a semi-annual
basis to determine the Fund's yield. For this calculation, interest earned on
debt obligations held by the Fund
13
<PAGE>
is generally calculated using the yield to maturity (or first expected call
date) of such obligations based on their market values. Dividends on equity
securities are accrued daily at their estimated stated dividend rates.
Each Fund's "average annual total return" ("T") is an average annual
compounded rate of return. The calculation produces an average annual total
return for the number of years measured. It is the rate of return based on
factors which include a hypothetical initial investment of $1,000 ("P" in the
formula below) over a number of years ("n") with the Ending Redeemable Value
("ERV") of that investment, according to the following formula:
T=[(ERV/P)^1/n]-1
The "total return" uses the same factors, but does not average the rate of
return on an annual basis. Total return is determined as follows:
[ERV-P]/P = TOTAL RETURN
In providing such performance data, a Fund will assume the payment of the
maximum sales charge of 8.00% (as a percentage of the offering price) on the
initial investment ("P"). The Fund will assume that during the period covered
all dividends and capital gain distributions are reinvested at net asset value
per share, and that the investment is redeemed at the end of the period. Total
return may also be based on investment at reduced sales charge levels or at net
asset value. Any quotation of total return not reflecting the maximum sales
charge will be greater than if the maximum sales charge were used.
Total return information may be useful to investors in reviewing a Fund's
performance. However, certain factors should be taken into account before using
this information as a basis for comparison with alternative investments. No
adjustment is made for taxes payable on distributions. The total return will
fluctuate over time and the total return for any given past period is not an
indication or representation by the Fund of future rates of return on its
shares.
At times, the Adviser may reduce its compensation or assume expenses of a
Fund in order to reduce the Fund's expenses. Any such waiver or reimbursement
would increase the Fund's total return and yield during the period of the waiver
or reimbursement.
Each Fund may include in advertisements and sales literature information,
examples and statistics to illustrate the effect of compounding income at a
fixed rate of return to demonstrate the growth of an investment over a stated
period of time resulting from the payment of dividends and capital gains
distributions in additional shares. These examples may also include hypothetical
returns comparing taxable vs. tax-deferred growth which would pertain to an IRA,
403(b) or other qualified retirement program. The examples used will be for
illustrative purposes only and are not representations by the Funds of past or
future yield or return.
From time to time, in reports and promotional literature, each Fund may
compare their performance to, or cite the historical performance of, Overnight
Government repurchase agreements, U.S. Treasury bills, notes and bonds,
certificates of deposit, and six-month money market certificates or indices
14
<PAGE>
of broad groups of unmanaged securities considered to be representative of, or
similar to, the Fund's portfolio holdings, such as:
Lipper Analytical Services, Inc. ("Lipper") is a widely-recognized
independent service that monitors and ranks the performance of
regulated investment companies. The Lipper performance analysis
includes the reinvestment of capital gain distributions and income
dividends but does not take sales charges into consideration. The
method of calculating total return data on indices utilizes actual
dividends on ex-dividend dates accumulated for the quarter and
reinvested at quarter end.
Morningstar Mutual Funds ("Morningstar"), a semi-monthly publication of
Morningstar, Inc. Morningstar proprietary ratings reflect historical
risk-adjusted performance and are subject to change every month. Funds
with at least three years of performance history are assigned ratings
from one star (lowest) to five stars (highest). Morningstar ratings are
calculated from the Fund's three-, five-, and ten-year average annual
returns (when available) and a risk factor that reflects fund
performance relative to three-month Treasury bill monthly returns.
Fund's returns are adjusted for fees and sales loads. Ten percent of
the funds in an investment category receive five stars, 22.5% receive
four stars, 35% receive three stars, 22.5% receive two stars, and the
bottom 10% receive one star.
Salomon Brothers Inc., "Market Performance," a monthly publication
which tracks principal return, total return and yield on the Salomon
Brothers Broad Investment-Grade Bond Index and the components of the
Index.
Telerate Systems, Inc., a computer system to which the Adviser
subscribes which daily tracks the rates on money market instruments,
public corporate debt obligations and public obligations of the U.S.
Treasury and agencies of the U.S. Government.
The Wall Street Journal, a daily newspaper publication which lists the
yields and current market values on money market instruments, public
corporate debt obligations, public obligations of the U.S. Treasury and
agencies of the U.S. Government as well as common stocks, preferred
stocks, convertible preferred stocks, options and commodities; in
addition to indices prepared by the research departments of such
financial organizations as Lehman Bros., Merrill Lynch, Pierce, Fenner
and Smith, Inc., First Boston, Salomon Brothers, Morgan Stanley,
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette, Value Line,
Datastream International, James Capel, S.G. Warburg Securities, County
Natwest and UBS UK Limited, including information provided by the
Federal Reserve Board, Moody's, and the Federal Reserve Bank.
Merrill Lynch, Pierce, Fenner & Smith, Inc., "Taxable Bond Indices," a
monthly corporate government index publication which lists principal,
coupon and total return on over 100 different taxable bond indices
which Merrill Lynch tracks. They also list the par weighted
characteristics of each Index.
15
<PAGE>
Lehman Brothers, Inc., "The Bond Market Report," a monthly publication
which tracks principal, coupon and total return on the Lehman
Govt./Corp. Index and Lehman Aggregate Bond Index, as well as all the
components of these Indices.
Standard & Poor's 500 Composite Stock Price Index and the Dow Jones
Industrial Average of 30 stocks are unmanaged lists of common stocks
frequently used as general measures of stock market performance. Their
performance figures reflect changes of market prices and quarterly
reinvestment of all distributions but are not adjusted for commissions
or other costs.
The Consumer Price Index, prepared by the U.S. Bureau of Labor
Statistics, is a commonly used measure of inflation. The Index shows
changes in the cost of selected consumer goods and does not represent a
return on an investment vehicle.
The NYSE composite of component indices--unmanaged indices of all
industrial, utilities, transportation, and finance stocks listed on the
NYSE.
The Russell 2500 Index, prepared by the Frank Russell Company, consists
of U.S. publicly traded stocks of domestic companies that rank from 500
to 3000 by market capitalization. The Russell 2500 tracks the return on
these stocks based on price appreciation or depreciation and does not
include dividends and income or changes in market values caused by
other kinds of corporate changes.
The Russell 2000 Index, prepared by the Frank Russell Company, consists
of U.S. publicly traded stocks of domestic companies that rank from
1000 to 3000 by market capitalization. The Russell 2000 tracks the
return on these stocks based on price appreciation or depreciation and
does not include dividends and income or changes in market values
caused by other kinds of corporate changes.
Reuters, a wire service that frequently reports on global business.
Standard & Poor's Utilities Index is an unmanaged capitalization
weighted index comprising common stock in approximately 40 electric,
natural gas distributors and pipelines, and telephone companies. The
Index assumes the reinvestment of dividends.
Moody's Stock Index, an unmanaged index of utility stock performance.
From time to time, in reports and promotional literature, performance
rankings and ratings reported periodically in national financial publications
such as MONEY, FORBES, BUSINESS WEEK, BARRON'S, FINANCIAL TIMES and FORTUNE may
also be used. In addition, quotations from articles and performance ratings and
ratings appearing in daily newspaper publications such as THE WALL STREET
JOURNAL, THE NEW YORK TIMES and NEW YORK DAILY NEWS may be cited.
16
<PAGE>
GENERAL INFORMATION
Audits And Reports. The accounts of the Funds are audited twice a year by
Tait, Weller & Baker, independent certified public accountants. Shareholders
receive semi-annual and annual reports of the Fund, including audited financial
statements, and a list of securities owned.
Transfer Agent. Administrative Data Management Corp., 581 Main Street,
Woodbridge, NJ 07095-1198, an affiliate of First Investors Management Company,
Inc. and First Investors Corporation, acts as transfer agent (the "Transfer
Agent") for the Funds and as redemption agent for regular redemptions. The fees
charged to the Funds by the Transfer Agent are $5.00 to open an account; $3.00
for each certificate issued; $.65 per account per month; $10.00 for each legal
transfer of shares; $.45 per account per dividend declared; $5.00 for each
partial withdrawal or complete liquidation; and $1.00 per account per report
required by any government authority. Additional fees charged to the Funds by
the Transfer Agent are assumed by the Underwriter. The Transfer Agent reserves
the right to change the fees on prior notice to a Fund. Upon request from
shareholders, the Transfer Agent will provide an account history. For account
histories covering the most recent three year period, there is no charge. The
Transfer Agent charges a $5.00 administrative fee for each account history
covering the period 1983 through 1990 and $10.00 per year for each account
history covering the period 1974 through 1982. Account histories prior to 1974
will not be provided. If any communication from the Transfer Agent to a
shareholder is returned from the U.S. Postal Service marked as "Undeliverable"
two consecutive times, the Transfer Agent will cease sending any further
materials to the shareholder until the Transfer Agent is provided with a correct
address. Furthermore, if there is no known address for a shareholder for at
least one year, the Transfer Agent will charge such shareholder's account $40 to
cover the Transfer Agent's expenses in trying to locate the shareholder's
correct address. For the fiscal year ended December 31, 1995, the 1st Fund, 2nd
Fund and 3rd Fund paid $1,805, $4,356 and $1,196, respectively, in transfer
agency fees. The Transfer Agent's telephone number is 1-800-423-4026.
5% Shareholders. As of April 1, 1996, the following beneficially owned more
than 5% of the outstanding shares of the 3rd Fund:
Shareholder % of Shares
----------- -----------
Dermot F. Walsh 5.4
22 Benjamin Street
Old Greenwich, CT 06870-1832
Lew Hong Lee 11.7
1629 Telegraph Ave
Oakland, CA 94612-2197
Pulmonary Specialists Ltd. 6.5
Carrl Linquist
14860 N. Moon Valley Drive
Phoenix, AZ 85022-3662
17
<PAGE>
Purchases Made During the Initial Offering Period. At the end of the
initial offering period of each Fund's shares, the Adviser invested a sufficient
portion of each Fund's assets in Zero Coupon Securities in order to provide an
anticipated minimum return for shareholders who invested during such period. The
anticipated minimum returns were and continue to be: $4.00 for each $1.00 with a
maturity date of December 31, 2004 for the 1st Fund; $2.00 for each $1.00
invested with a maturity date of December 31, 1999 for the 2nd Fund; and $1.50
for each $1.00 with a maturity date of December 31, 1998 for the 3rd Fund. In
order to achieve these goals, at the close of each Fund's initial offering
period the Adviser made investments yielding 8.04%, 5.92% and 3.98% for the 1st
Fund, 2nd Fund and 3rd Fund, respectively, over the life of each Fund. The
Adviser does not intend to sell these investments until their ultimate maturity
date, except to meet certain redemption requests.
The Adviser was able to establish these goals because yields of Zero Coupon
Securities available in the marketplace at the time of investment exceeded the
yields necessary to produce these returns. These results will occur even if all
Other Securities purchased by each Fund pay no dividends or interest or are
worthless at the maturity date for each Fund, provided that every Zero Coupon
Security purchased by each Fund is held to maturity and the issuers of such
securities do not default.
Shareholder Liability. Government Plus Fund is organized as an entity known
as a "Massachusetts business trust." Under Massachusetts law, shareholders of
such a trust may, under certain circumstances, be held personally liable for the
obligations of Government Plus Fund. The Declaration of Trust however, contains
an express disclaimer of shareholder liability for acts or obligations of
Government Plus Fund and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by Government
Plus Fund or the Trustees. The Declaration of Trust provides for indemnification
out of the property of Government Plus Fund of any shareholder held personally
liable for the obligations of Government Plus Fund. The Declaration of Trust
also provides that Government Plus Fund shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of
Government Plus Fund and satisfy any judgment thereon. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which Government Plus Fund itself would be unable to
meet its obligations. The Adviser believes that, in view of the above, the risk
of personal liability to shareholders is immaterial and extremely remote. The
Declaration of Trust further provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
Government Plus Fund may have an obligation to indemnify Trustees and officers
with respect to litigation.
18
<PAGE>
APPENDIX A
DESCRIPTION OF COMMERCIAL PAPER RATINGS
STANDARD & POOR'S RATINGS GROUP
Standard & Poor's Rating Group ("S&P") commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market. Ratings are graded into several categories, ranging from
"A-1" for the highest quality obligations to "D" for the lowest.
A-1 This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) designation.
MOODY'S INVESTORS SERVICE, INC.
Moody's Investors Service, Inc. ("Moody's") short-term debt ratings are
opinions of the ability of issuers to repay punctually senior debt obligations
which have an original maturity not exceeding one year. Obligations relying upon
support mechanisms such as letters-of-credit and bonds of indemnity are excluded
unless explicitly rated.
Prime-1 Issuers (or supporting institutions) rated Prime-1 (P-1) have a
superior ability for repayment of senior short-term debt obligations. P-1
repayment ability will often be evidenced by many of the following
characteristics:
- Leading market positons in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
19
<PAGE>
Financial Statements as of December 31, 1995
20
<PAGE>
<TABLE>
<CAPTION>
Portfolio of Investments
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
December 31, 1995
- ----------------------------------------------------------------------------------------------------------------------------------
Principal 1st SERIES 2nd SERIES 3rd SERIES
Amount or --------------- --------------- ---------------
Shares Security Value % Value % Value %
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES
$2,475M Treasury STRIPS, due 11/15/2004 $ 1,507,523
3,000M Treasury STRIPS, due 11/15/1999 $ 2,449,500
1,200M Treasury STRIPS, due 11/15/1998 $ 1,033,920
- ----------------------------------------------------------------------------------------------------------------------------------
Total Value of U.S. Government Securities
(cost $1,036,928, $2,213,073 and $962,602,
respectively) 1,507,523 98.9 2,449,500 99.0 1,033,920 91.5
- ----------------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS
Consumer Non-Durables
300 Dreyers Grand Ice Cream, Inc. 9,975 .9
- ----------------------------------------------------------------------------------------------------------------------------------
Financial
378 Southern National Corporation 9,923 .9
- ----------------------------------------------------------------------------------------------------------------------------------
Healthcare/Miscellaneous
200 Fisher Scientific International 6,675
100 VidaMed, Inc. 950
100 VidaMed, Inc. 950
200 VidaMed, Inc. 1,900
- ----------------------------------------------------------------------------------------------------------------------------------
950 .1 950 .0 8,575 .7
- ----------------------------------------------------------------------------------------------------------------------------------
Technology
160 Motorola, Inc. 9,120
400 Motorola, Inc. 22,800
400 Motorola, Inc. 22,800
- ----------------------------------------------------------------------------------------------------------------------------------
9,120 .5 22,800 .9 22,800 2.0
- ----------------------------------------------------------------------------------------------------------------------------------
Transportation
400 *Interpool, Inc. 7,150
700 Transportacion Maritima Mexicana S.A. (ADR) 5,863
- ----------------------------------------------------------------------------------------------------------------------------------
13,013 1.2
- ----------------------------------------------------------------------------------------------------------------------------------
Total Value of Common Stocks
(cost $2,675, $6,821 and $41,870 respectively) 10,070 .6 23,750 .9 64,285 5.7
- ----------------------------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $1,039,603,
$2,219,895 and $1,004,472, respectively) 1,517,593 99.5 2,473,250 99.9 1,098,205 97.2
Other Assets, Less Liabilities 6,900 .5 2,120 .1 31,451 2.8
- ----------------------------------------------------------------------------------------------------------------------------------
Net Assets $ 1,524,493 100.0 $ 2,475,370 100.0 $ 1,129,656 100.0
- ----------------------------------------------------------------------------------------------------------------------------------
*Non-income producing
See notes to financial statements
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
Statement of Assets and Liabilities
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
December 31, 1995
- -------------------------------------------------------------------------------------------------------------------------------
- ---
1st Series 2nd Series 3rd Series
- -------------------------------------------------------------------------------------------------------------------------------
- ---
<S> <C> <C> <C>
Assets
Investments in securities:
At identified cost $ 1,039,603 $ 2,219,894 $ 1,004,472
--------------- --------------- ---------------
At value (Note 1A) $ 1,517,593 $ 2,473,250 $ 1,098,205
Cash 13,284 12,801 45,955
Other assets 883 972 1,010
---------------- ---------------- ----------------
Total Assets 1,531,760 2,487,023 1,145,170
---------------- ---------------- ----------------
Liabilities
Payable for capital stock redeemed -- -- 8,303
Cash portion of dividend payable January 15, 1996 1,441 3,297 1,815
Accrued advisory fees 1,258 2,053 946
Accrued expenses 4,568 6,303 4,450
---------------- ---------------- ----------------
Total Liabilities 7,267 11,653 15,514
---------------- ---------------- ----------------
Net Assets $ 1,524,493 $ 2,475,370 $ 1,129,656
================ =============== ================
Net Assets Consist of:
Capital paid in $ 1,046,503 $ 2,437,085 $ 1,076,568
Accumulated net realized gain on investments -- ( 215,071) ( 40,645)
Net unrealized appreciation in value of investments 477,990 253,356 93,733
---------------- ---------------- ----------------
Total $ 1,524,493 $ 2,475,370 $ 1,129,656
================ ================ ================
Shares of beneficial interest outstanding (Note 3) 131,683 214,771 94,632
======= ======= =======
Net Asset Value and Redemption Price Per Share
(Net assets divided by shares of beneficial interest outstanding) $11.58 $11.53 $11.94
====== ====== ======
Maximum Offering Price Per Share
(Net Asset Value /.92)* $12.59 $12.53 $12.98
====== ====== ======
*On purchases of $10,000 or more, the sales charge is reduced.
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statement of Operations
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
Year Ended December 31, 1995
- -------------------------------------------------------------------------------------------------------------------------------
- ---
1st Series 2nd Series 3rd Series
- -------------------------------------------------------------------------------------------------------------------------------
- ---
<S> <C> <C> <C>
Investment Income
Income:
Interest $ 103,605 $ 178,622 $ 71,526
Dividends 64 196 716
---------------- --------------- ---------------
Total income 103,669 178,818 72,242
---------------- --------------- ---------------
Expenses (Notes 1 and 4):
Advisory fees 14,409 24,641 11,075
Professional fees 6,186 8,071 5,170
Shareholder servicing costs 2,915 7,330 1,682
Reports and notices to shareholders 1,739 4,122 1,302
Custodian fees 522 938 523
Other expenses 1,245 2,556 1,147
---------------- --------------- ---------------
Total expenses 27,016 47,658 20,899
Less: Expenses assumed by investment adviser ( 3,588) -- --
Custodian fees paid indirectly ( 388) ( 723) ( 523)
---------------- --------------- ---------------
Expenses-net 23,040 46,935 20,376
---------------- --------------- ---------------
Net investment income 80,629 131,883 51,866
---------------- --------------- ---------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):
Net realized gain on investments 44,088 15,932 16,394
Net unrealized appreciation of investments 232,496 196,513 73,053
---------------- --------------- ---------------
Net gain on investments 276,584 212,445 89,447
---------------- --------------- ---------------
Net Increase in Net Assets Resulting from Operations $ 357,213 $ 344,328 $ 141,313
=============== =============== ===============
See notes to financial statements
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
Statement of Changes in Net Assets
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
- ----------------------------------------------------------------------------------------------------------------------------------
1st Series 2nd Series 3rd Series
----------------------- --------------------- ---------------------
Year Ended December 31 1995 1994 1995 1994 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (Decrease) in Net Assets from Operations
Net investment income $ 80,629 $ 83,432 $ 131,883 $ 137,784 $ 51,866 $ 53,375
Net realized gain on investments 44,088 58,651 15,932 24,904 16,394 43,841
Net unrealized appreciation
(depreciation) of investments 232,496 ( 323,053) 196,513 ( 349,642) 73,053 ( 165,381)
------------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations 357,213 ( 180,970) 344,328 ( 186,954) 141,313 ( 68,165)
------------- ----------- ----------- ----------- ----------- -----------
Distributions to Shareholders from:
Net investment income ( 80,629) ( 83,432) ( 131,883) ( 137,784) ( 51,866) ( 53,375)
Net realized gain from security transactions ( 44,088) ( 58,651) -- -- -- --
Capital surplus ( 64) ( 102) -- ( 1,283) -- ( 1,156)
------------- ----------- ----------- ----------- ----------- -----------
Total distributions ( 124,781) ( 142,185) ( 131,883) ( 139,067) ( 51,866) ( 54,531)
------------- ----------- ----------- ----------- ----------- -----------
Trust Share Transactions(a)
Proceeds from shares sold 20,233 498 3,236 19,734 3,575 3,715
Value of distributions reinvested 123,340 139,960 128,586 133,817 50,051 52,560
Cost of shares redeemed ( 181,639) ( 218,951) ( 228,681) ( 224,200) ( 45,684) ( 159,485)
------------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) from
trust share transactions ( 38,066) ( 78,493) ( 96,859) ( 70,649) 7,942 ( 103,210)
------------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets 194,366 ( 401,648) 115,586 ( 396,670) 97,389 ( 225,906)
Net Assets
Beginning of year 1,330,127 1,731,775 2,359,784 2,756,454 1,032,267 1,258,173
------------- ----------- ----------- ----------- ----------- -----------
End of year $ 1,524,493 $ 1,330,127 $ 2,475,370 $ 2,359,784 $ 1,129,656 $ 1,032,267
=========== =========== =========== =========== =========== ===========
(a)Trust Shares Issued and Redeemed
Issued 1,712 41 300 1,527 292 315
Issued on distributions reinvested 10,654 14,238 10,618 12,861 4,014 4,795
Redeemed ( 16,034) ( 19,122) ( 19,716) ( 19,600) ( 3,865) ( 13,369)
------------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in
trust shares outstanding ( 3,668) ( 4,843) ( 8,798) ( 5,212) 441 ( 8,259)
============ ========== ========== ========== ===== ==========
See notes to financial statements
</TABLE>
<PAGE>
Notes to Financial Statements
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
1. Significant Accounting Policies - The Fund is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940 (the
"1940 Act") as a diversified open-end management investment company. The Fund
operates as a series fund, issuing shares of beneficial interest of the 1st, 2nd
and 3rd Series and accounts separately for the assets, liabilities and
operations of each Series. The Funds' objective is first to generate income,
and, to a lesser extent, achieve long-term capital appreciation.
A. Security Valuation - A security listed or traded on an exchange or the NASDAQ
National Market System is valued at its last sale price on the exchange or the
system where the security is primarily traded. Securities which have no sales on
a particular day and securities traded in the over-the-counter market are valued
at the mean between the last bid and asked prices. The Treasury STRIPS in which
each Series invests are traded primarily in the over-the-counter market. Such
securities are valued at the mean between the last bid and asked prices on that
day as furnished by any dealer who makes a market in such securities. Securities
for which market quotations are not readily available are valued on a consistent
basis at fair value as determined in good faith by methods approved by the
trustees of the Fund.
B. Federal Income Taxes - No provision has been made for federal income taxes on
net income or capital gains, since it is the policy of each Series to continue
to comply with the special provisions of the Internal Revenue Code applicable to
investment companies and to make sufficient distributions of income and capital
gains (in excess of any available capital loss carryovers) to relieve each
Series from all, or substantially all, federal income taxes. At December 31,
1995, the following Series had capital loss carryovers expiring as follows:
Year of Expiration 2nd SERIES 3rd SERIES
------------------ ---------- ----------
1996 $ 86,500 $ --
1997 98,768 --
1998 29,803 24,741
2001 -- 15,904
---------- ----------
$ 215,071 $ 40,645
========== ==========
C. Distributions to Shareholders - Distributions to shareholders are declared
and paid annually. Income dividends and capital gain distributions are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments for capital loss carryforwards and post October losses.
D. Expense Allocation - Direct expenses attributable to a Series are charged to
and paid from the assets of that Series. Indirect or general expenses of the
Fund are allocated among and charged to the assets of each Series on a fair and
equitable basis, which may be based on the relative assets of each Series or the
nature of the services performed and relative applicability to each Series.
E. Security Transactions and Investment Income - Security transactions are
accounted for on the date the securities are purchased or sold. Cost is
determined, and gains and losses are based, on the identified cost basis for
common stocks and the amortized cost basis for Treasury STRIPS for both
financial statement and federal income tax purposes. Dividend income is recorded
on the ex-dividend date. Interest income (consisting
<PAGE>
of amortized discount) and estimated expenses are accrued daily. The Fund's
Custodian has provided credits in the amount of $1,634 against custodian charges
based on the uninvested cash balances of the Fund.
2. Security Transactions - Purchases and sales of securities and long-
term U.S. Government Obligations, excluding short-term notes, were as
follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1995 1st SERIES 2nd SERIES 3rd SERIES
- ----------------------------- ---------- ---------- ----------
Securities
- ----------
<S> <C> <C> <C>
Purchases $ 876 $ 876 $ 16,553
=========== =========== ===========
Proceeds of sales $ 941 $ 13,809 $ 60,593
=========== =========== ===========
Long-Term U.S. Government Obligations
- --------------------------------------
Purchases $ 103,505 $ 178,514 $ 71,525
=========== =========== ===========
Proceeds of sales $ 186,395 $ 266,303 $ 38,477
=========== =========== ===========
</TABLE>
At December 31, 1995, aggregate cost and net unrealized appreciation of
securities for federal income tax purposes were as follows:
<TABLE>
<CAPTION>
1st SERIES 2nd SERIES 3rd SERIES
----------- ----------- -----------
<S> <C> <C> <C>
Aggregate cost of investments $ 1,039,603 $ 2,219,894 $ 1,004,472
=========== =========== ===========
Unrealized appreciation $ 477,990 $ 253,356 $ 94,563
Unrealized depreciation -- -- 830
----------- ----------- -----------
Net unrealized appreciation $ 477,990 $ 253,356 $ 93,733
=========== =========== ===========
</TABLE>
3. Trust Shares - The Declaration of Trust permits the Fund to issue an
unlimited number of shares of beneficial interest, of one or more Series.
4. Advisory Fee and Other Transactions With Affiliates - Certain officers and
trustees of the Fund are officers and directors of its investment adviser, First
Investors Management Company, Inc. ("FIMCO"), its underwriter, First Investors
Corporation ("FIC"), its transfer agent, Administrative Data Management Corp.
("ADM") and/or First Financial Savings Bank, S.L.A. ("FFS"), custodian of the
Fund's Individual Retirement Accounts. Officers and trustees of the Fund
received no remuneration from the Fund for serving in such capacities. Their
remuneration (together with certain other expenses of the Fund) is paid by FIMCO
or FIC.
The Investment Advisory Agreement provides as compensation to FIMCO, an annual
fee, payable monthly, at the rate of 1% of the first $200 million of each
Series' average daily net assets, .75% on the next $300 million, declining by
.03% on each $250 million thereafter, down to .66% on average daily net assets
over $1 billion. Expenses of the 1st Series in the amount of $3,588 were assumed
by FIMCO.
Pursuant to certain state regulations, FIMCO has agreed to reimburse a Series if
and to the extent that such Series' aggregate operating expenses, including the
advisory fee but generally excluding interest, taxes, brokerage commissions and
extraordinary expenses, exceed any limitation on expenses applicable to the
Series in those states (unless waivers of such limitations have been obtained).
The amount of any such reimbursement is limited to the yearly advisory fee for
such Series . For the year ended December 31, 1995, no reimbursement was
required pursuant to these provisions.
For the year ended December 31, 1995, shareholder servicing costs included
$7,358 in fees paid to ADM and $4,341 in custodian fees paid to FFS.
<PAGE>
Independent Auditor's Report
To the Shareholders and Trustees of
First Investors U.S. Government Plus Fund
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of the 1st, 2nd and 3rd Series of First Investors
U.S. Government Plus Fund as of December 31, 1995, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each of the two years in the period then ended and financial highlights for each
of the ten years in the period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights 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 and financial
highlights 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 securities owned as of
December 31, 1995, by correspondence with the custodian. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
1st, 2nd and 3rd Series of First Investors U.S. Government Plus Fund as of
December 31, 1995, and the results of their operations, changes in their net
assets and the financial highlights for each of the respective years indicated
thereon, in conformity with generally accepted accounting principles.
/S/ Tait, Weller & Baker
Philadelphia, Pennsylvania
January 31, 1996
<PAGE>
PART C: OTHER INFORMATION
Information required to be included in Part C is set forth under the
apppropriate item so numbered, in Part C hereof.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Financial Statements are set forth in Part B, Statement of Additional
Information.
(b) Exhibits:
(1)a. Declaration of Trust
b. Supplement to Declaration of Trust
(2)8 By-laws
(3) Not Applicable
(4)1,2,3 Specimen Certificates
(5)8 Investment Advisory Agreement
(6) Underwriting Agreement
(7) Not Applicable
(8)a. Custodian Agreement
(i) First Series
(ii) Second Series
(iii) Third Series
b. Supplement to Custodian Agreement
(9) Administration Agreement a. First Series b. Second
Series c. Third Series
(10)7 Opinion of Counsel
(11)a. Consent of independent accountants
b. Powers of Attorney
(12) Not Applicable
(13)2 Undertaking of the Co-Underwriters
(14)a.5 First Investors Profit Sharing/Money Purchase Pension
Retirement Plan for Sole Proprietorships, Partnerships
and Corporations
<PAGE>
b.6 First Investors Individual Retirement Account
c.4 First Investors 403(b) Custodial Account
d.6 First Investors SEP-IRA and SARSEP-IRA
(15) Not Applicable
(16) Not Applicable
(17) Financial Data Schedule (filed as Exhibit 27 for
electronic filing purposes)
(18) Not Applicable
- ----------
1 Incorporated by reference from Pre-Effective Amendment No. 1 to
Registrant's Registration Statement (File No. 2-94932) filed on November
13, 1985.
2 Incorporated by reference from Post-Effective Amendment No. 2 to
Registrant's Registration Statement (File No. 2-94932).
3 Incorporated by reference from Post-Effective Amendment No. 3 to
Registrant's Registration Statement (File No. 2-94932) filed on April 12,
1986.
4 Incorporated by reference from Post-Effective Amendment No. 8 to
Registrant's Registration Statement (File No. 2-94932) filed on April 12,
1991.
5 Incorporated by reference from Post-Effective Amendment No. 9 to
Registrant's Registration Statement (File No. 2-94932) filed on April 23,
1992.
6 Incorporated by reference from Post-Effective Amendment No. 10 to
Registrant's Registration Statement (File No. 2-94932) filed on April 29,
1993.
7 Incorporated by reference from registrant's Rule 24f-2 Notice for its
fiscal year ended December 31, 1995 filed on February 27, 1996.
8 Incorporated by reference from Post-Effective Amendment No. 12 to
Registrant's Registration Statement (File No. 2-94932) filed on April 20,
1995.
Item 25. Persons Controlled by or Under Common Control with
Registrant
There are no persons controlled by or under common control with the
Registrant.
Item 26. Number of Holders of Securities
<PAGE>
Number of Record
Holders as of
Title of Class February 9, 1996
-------------- ----------------
Shares of Beneficial
Interest, no par value
First Series 182
Second Series 434
Third Series 127
Item 27. Indemnification
Article XI, Section 2 of Registrant's Declaration of Trust provides as
follows:
"Section 1.
Provided they have exercised reasonable care and have acted under the
reasonable belief that their actions are in the best interest of the Trust, the
Trustees shall not be responsible for or liable in any event for neglect or
wrongdoing of them or any officer, agent, employee of investment adviser of the
Trust, but nothing contained herein shall protect any Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office."
"Section 2.
"(a) Subject to the exceptions and limitations contained in Section (b)
below:
"(i) every person who is, or has been, a Trustee or officer of the Trust (a
"Covered Person") shall be indemnified by the Trust to the fullest extent
permitted by law against liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his being or having
been a Trustee or officer and against amounts paid or incurred by him in the
settlement thereof;
"(ii) the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal or other, including
appeals), actual or threatened, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fine, penalties and other liabilities.
"(b) No indemnification shall be provided hereunder to a Covered Person:
"(i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust or its
<PAGE>
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office or (B)
not to have acted in good faith in the reasonable belief that his action was in
the best interest of the Trust; or
"(ii) in the event of a settlement, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office,
(A) by the court or other body approving the settlement; or
(B) by at least a majority of those Trustees who are neither
interested persons of the Trust nor are parties to the matter
based upon a review of readily available facts (as opposed to a
full trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-
type inquiry); provided, however, that any Shareholder may, by
appropriate legal proceedings, challenge any such determination
by the Trustees, or by independent counsel.
"(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not be exclusive
of or affect any other rights to which any Covered Person may now or hereafter
be entitled, shall continue as to a person who has ceased to be such Trustee or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect any
rights to indemnification to which Trust personnel, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under the
law.
"(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 2 may be paid by the Trust from time to time prior
to final disposition thereof upon receipt of an undertaking by or on behalf of
such Covered Person that such amount will be paid over by him to the Trust if it
is ultimately determined that he is not entitled to indemnification under this
Section 2; provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Trust is insured
against losses arising out of any such advance payments or (c) either a majority
of the Trustees who are neither interested persons of the Trust nor are parties
to the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full
trail-type inquiry), that there is a reason to believe that such Covered Person
will be found entitled to indemnification under this Section 2."
The general effect of this Indemnification will be to indemnify the
officers and Trustees of the Registrant from costs and expenses arising from any
action, suit or proceeding to which they may be made a party by reason of their
being or having been a trustee or officer of the
<PAGE>
Registrant, except where such action is determined to have arisen out of the
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the trustee's or officer's office.
The Registrant's Investment Advisory Agreement provides as follows:
The Manager shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Company or any Series in connection with the
matters to which this Agreement relate except a loss resulting from the willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also an officer, partner, employee, or agent
of the Manager, who may be or become an officer, Board member, employee or agent
of the Company shall be deemed, when rendering services to the Company or acting
in any business of the Company, to be rendering such services to or acting
solely for the Company and not as an officer, partner, employee, or agent or one
under the control or direction of the Manager even though paid by it.
The Registrant's Underwriting Agreement provides as follows:
The Underwriter agrees to use its best efforts in effecting the sale and
public distribution of the shares of the Fund through dealers and to perform its
duties in redeeming and repurchasing the shares of the Fund, but nothing
contained in this Agreement shall make the Underwriter or any of its officers
and directors or shareholders liable for any loss sustained by the Fund or any
of its officers, trustees, or shareholders, or by any other person on account of
any act done or omitted to be done by the Underwriter under this Agreement
provided that nothing herein contained shall protect the Underwriter against any
liability to the Fund or to any of its shareholders to which the Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties as Underwriter or by reason of its
reckless disregard of its obligations or duties as Underwriter under this
Agreement. Nothing in this Agreement shall protect the Underwriter from any
liabilities which it may have under the Securities Act of 1933 or the Investment
Company Act of 1940.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. See Item 32 herein.
Item 28. Business and Other Connections of Investment Adviser
First Investors Management Company, Inc., the Investment Adviser to each
Series of the Registrant, also serves as Investment Adviser to:
<PAGE>
First Investors Cash Management Fund, Inc.
First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Life Series Fund
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Special Bond Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors Series Fund II, Inc.
Affiliations of the officers and directors of the Investment Adviser are
set forth in Part B, Statement of Additional Information, under "Trustees and
Officers."
Item 29. Principal Underwriters
(a) First Investors Corporation, Underwriter of each Series of the
Registrant, is also underwriter for:
First Investors Cash Management Fund, Inc.
First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors Series Fund II, Inc.
(b) The following persons are the officers and directors of the
Underwriter:
Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ---------------- --------------------- ----------
Glenn O. Head Chairman President
95 Wall Street and Director and Director
New York, NY 10005
Marvin M. Hecker President None
95 Wall Street
New York, NY 10005
<PAGE>
Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ---------------- --------------------- ----------
John T. Sullivan Director Chairman of the
95 Wall Street Board of Directors
New York, NY 10005
Roger L. Grayson Director Director
95 Wall Street
New York, NY 10005
Joseph I. Benedek Treasurer Treasurer
581 Main Street
Woodbridge, NJ 07095
Robert Murphy Comptroller None
581 Main Street
Woodbridge, NJ 07095
Lawrence A. Fauci Senior Vice President None
95 Wall Street and Director
New York, NY 10005
Kathryn S. Head Vice President, Director
581 Main Street Chief Financial
Woodbridge, NJ 07095 Officer and Director
Louis Rinaldi Senior Vice None
581 Main Street President
Woodbridge, NJ 07095
Frederick Miller Vice President None
581 Main Street
Woodbridge, NJ 07095
Howard M. Factor Vice President None
95 Wall Street
New York, NY 10005
Larry R. Lavoie Secretary and None
95 Wall Street General Counsel
New York, NY 10005
Matthew Smith Vice President None
581 Main Street
Woodbridge, NJ 07095
Jeremiah J. Lyons Director None
56 Weston Avenue
Chatham, NJ 07928
<PAGE>
Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ---------------- --------------------- ----------
Anne Condon Vice President None
581 Main Street
Woodbridge, NJ 07095
Jane W. Kruzan Director None
15 Norwood Avenue
Summit, NJ 07901
(c) Not applicable
Item 30. Location of Accounts and Records
Physical possession of the books, accounts and records of the Registrant
are held by First Investors Management Company, Inc. and its affiliated
companies, First Investors Corporation and Administrative Data Management Corp.,
at their corporate headquarters, 95 Wall Street, New York, NY 10005 and
administrative offices, 581 Main Street, Woodbridge, NJ 07095, except for those
maintained by the Registrant's Custodian, The Bank of New York, 48 Wall Street,
New York, NY 10286.
Item 31. Management Services
Inapplicable
Item 32. Undertakings
The Registrant undertakes to carry out all indemnification provisions of
its Declaration of Trust, Advisory Agreement and Underwriting Agreement in
accordance with Investment Company Act Release No. 11330 (September 4, 1980) and
successor releases.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions under Item 27 herein, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
The Registrant hereby undertakes to furnish a copy of its latest annual
report to shareholders, upon request and without charge, to each person to whom
a prospectus is delivered.
<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 of the requirements for effectiveness pursuant to Rule 485(b) uner 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
17th day of April, 1996.
FIRST INVESTORS U.S. GOVERNMENT
PLUS FUND
(Registrant)
By: /s/ Glenn O. Head
----------------------
Glenn O. Head
President and Trustee
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
/s/Glenn O. Head Principal Executive April 17, 1996
- --------------------- Officer and Trustee
Glenn O. Head
/s/Joseph I. Benedek Principal Financial April 17, 1996
- --------------------- and Accounting Officer
Joseph I. Benedek
* Trustee April 17, 1996
- ---------------------
Kathryn S. Head
* Trustee April 17, 1996
- ---------------------
James J. Coy
* Trustee April 17, 1996
- ---------------------
Roger L. Grayson
<PAGE>
* Trustee April 17, 1996
- ---------------------
Herbert Rubinstein
* Trustee April 17, 1996
- ---------------------
James M. Srygley
* Trustee April 17, 1996
- ---------------------
John T. Sullivan
* Trustee April 17, 1996
- ---------------------
Rex R. Reed
* Trustee April 17, 1996
- ---------------------
Robert F. Wentworth
*By: /s/ Larry R. Lavoie
-----------------------
Larry R. Lavoie
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
99.B1.1 Declaration of Trust
99.B1.2 Supplement to Declaration of Trust
99.B6 Underwriting Agreement
99.B8.1 Custodian Agreement-1st Series
99.B8.2 Custodian Agreement-2nd Series
99.B8.3 Custodian Agreement-3rd Series
99.B8.4 Supplement to Custodian Agreement
99.B9.1 Administration Agreement-1st Series
99.B9.2 Administration Agreement-2nd Series
99B.9.3 Administration Agreement-3rd Series
99.B11.1 Consent of accountants
99.B11.2 Powers of Attorney
27.001 FDS-1st Series
27.002 FDS-2nd Series
27.003 FDS-3rd Series
DECLARATION OF TRUST
Dated June 18, 1985
DECLARATION OF TRUST, made June 18, 1985 by Andrew J. Donahue, David
D. Grayson and Glenn O. Head (the "Trustees").
WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAME AND DEFINITIONS
NAME
Section 1. This Trust shall be known as "First Investors U.S.
Government Guaranteed Securities Plus Fund".
DEFINITIONS
Section 2. Wherever used herein, unless otherwise required by the
context or specifically provided:
(a) The Terms "Affiliated Person", "Assignment", "Commission",
"Interested Person", "Majority Shareholder Vote" (the 67% or 50%
- 1 -
<PAGE>
requirement of the third sentence of Section 3(a)(42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter" shall have the
meanings given them in the 1940 Act, as amended from time to time;
(b) The "Trust" refers to First Investors U.S. Government
Guaranteed Securities Plus Fund;
(c) "Net Asset Value" means the net asset value of the Trust
determined in the manner provided in Article X, Section 3;
(d) "Shareholder" means a record owner of Shares of the Trust;
(e) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;
(f) "Shares" includes each class of Shares which may be issued
by the Trust and means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time and includes a fraction of Shares as well as whole Shares; and
(g) The "1940 Act" refers to the Investment Company Act of 1940,
as amended from time to time.
- 2 -
<PAGE>
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source
of managed investment in securities.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
Section 1. There may be one or more classes of Shares of the Trust as
the Trustees may from time to time determine. The beneficial interest of each
class shall at all times be divided into an unlimited number of transferable
Shares, without par value, each of which shall represent an equal proportionate
interest in the class with each other Share of the class outstanding, none
having priority or preference over another. The Trustees may from time to time
divide or combine the Shares of any class into a greater or lesser number
without thereby changing the proportionate beneficial interest in the class.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or 1/1,000ths of a Share or multiples thereof.
OWNERSHIP OF SHARES
Section 2. The ownership of Shares shall be recorded in the books of
the Trust. The Trustees may make such rules as they consider appropriate for the
transfer of shares and similar matters. The record books of the Trust shall be
- 3 -
<PAGE>
conclusive as to who are the holders of Shares and as to the number of Shares
held from time to time by each.
INVESTMENT IN THE TRUST
Section 3. The Trustee shall accept investments in the Trust from
such persons and on such terms as they may from time to time authorize. Such
investments may be in the form of cash or securities in which the Trust is
authorized to invest, valued as provided in Article X, Section 3. After the date
of the initial contribution for capital, the number of Shares to represent the
initial contribution may in the Trustees' discretion be considered as
outstanding and the amount received by the Trustees on account of the
contribution shall be treated as an asset of the Trust. Subsequent investments
in the Trust shall be credited to the shareholder's account in the form of full
and fractional shares of the Trust at the Net Asset value per Share next
determined after the investment is received; provided, however, that the
Trustees may, in their sole discretion, impose a sales charge upon investments
in the Trust.
NO PREEMPTIVE RIGHTS
Section 4. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust or
the Trustees.
- 4 -
<PAGE>
LIMITATION OF PERSONAL LIABILITY
Section 5. The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of money
or assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or otherwise.
Every note, bond, contract or other undertaking issued by or on behalf of the
Trust or the Trustees relating to the Trust shall include a recitation limiting
the obligation represented thereby to the Trust and its assets (but the omission
of such a recitation shall not operate to bind any Shareholder).
ARTICLE IV
THE TRUSTEES
MANAGEMENT OF THE TRUST
Section 1. The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and desirable to carry
out that responsibility.
ELECTION: Initial Trustees
Section 2. On or before December 31, 1985, on a date fixed by the
Trustees, the Shareholder Shall elect not less than three Trustees. A Trustee
shall not be required to be a Shareholder of the Trust. The initial Trustees
shall be Andrew J. Donohue, David D. Grayson and Glenn O. Head, and such other
- 5 -
<PAGE>
individuals as the Board of Trustees shall appoint pursuant to Section 4 of this
Article IV.
TERM OF OFFICE OF TRUSTEES
Section 3. The Trustees shall hold office during the lifetime of this
Trust, and until its termination as hereinafter provided; except that (a) any
Trustee may resign by written instrument signed by him and delivered to the
other Trustees, which shall take effect upon such delivery or upon such later
date as is specified therein; (b) any Trustee may be removed at any time by
written instrument, signed by at least two-thirds of the number of Trustees
prior to such removal, specifying the date when such removal shall become
effective; (c) any Trustee who requests in writing to be retired or who has
become incapacitated by illness or injury may be retired by written instrument
signed by a majority of the other Trustees, specifying the date of his
retirement; and (d) a Trustee may be removed at any Special Meeting of the Trust
by a vote of two-thirds of the outstanding Shares.
RESIGNATION AND APPOINTMENT OF TRUSTEES
Section 4. In case of the declination, death, resignation,
retirement, removal or inability of any Trustee, or in case a vacancy shall, by
reason of an increase in number, or for any other reason, exist, the remaining
trustees shall fill such vacancy by appointing such other person as they in
their discretion shall see fit. Such appointment shall be evidenced by a written
- 6 -
<PAGE>
instrument signed by a majority of the Trustees in office or by recording in the
records of the Trust, whereupon the appointment shall take effect. Within three
months of such appointment, the Trustees shall cause notice of such appointment
to be mailed to each Shareholder at his address as recorded on the books of the
Trust. An appointment of a Trustee may be made by the Trustees then in office
and notice thereof mailed to Shareholders as aforesaid in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number of
Trustees effective at a later date, provided that said appointment shall become
effective only at or after the effective date of said retirement, resignation or
increase in number of Trustees. As soon as any Trustee so appointed shall have
accepted this trust, the trust estate shall vest in the new Trustee or Trustees,
together with the continuing Trustees, without any further act or conveyance,
and he shall be deemed a Trustee hereunder. The power of appointment is subject
to the provisions of Section 16(a) of the 1940 Act.
TEMPORARY ABSENCE OF TRUSTEE
Section 5. Any Trustee may, by power of attorney, delegate his power
for a period not exceeding six months at any one time to any other Trustee or
Trustees, provided that in no case shall less than two Trustees personally
exercise the other powers hereunder except as herein otherwise expressly
provided.
- 7 -
<PAGE>
NUMBER OF TRUSTEES
Section 6. The number of Trustees, not less than three (3) nor more
than fifteen (15), serving hereunder at any time shall be determined by the
Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur and until
such vacancy is filled, or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated by reason of
disease or otherwise, the other Trustees shall have all the powers hereunder and
the certificate of the other Trustees of such vacancy, absence or incapacity,
shall be conclusive, provided, however, that no vacancy shall remain unfilled
for a period longer than six calendar months.
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
Section 7. The death, declination, resignation, retirement, removal
or incapacity of the Trustees, or any one of them, shall not operate to annul
the Trust or the revoke any existing agency created pursuant to the terms of
this Declaration of Trust.
OWNERSHIP OF ASSETS OF THE TRUST
Section 8. The assets of the Trust shall be held separate and apart
from any assets now or hereafter held in any capacity other than as Trustee
hereunder by the Trustees or any successor Trustees. All of the assets of the
- 8 -
<PAGE>
Trust shall at all times be considered as vested in the Trustees. No Shareholder
shall be deemed to have a severable ownership in any individual asset of the
Trust or any right of partition or possession thereof, but each Shareholder
shall have a proportionate undivided beneficial interest in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
POWERS
Section 1. The Trustees in all instances shall act as principals, and
are and shall be free from the control of the Shareholders. The Trustees shall
have full power and authority to do any and all acts and to make and execute any
and all contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust. The Trustees shall
not in any way be bound or limited by present or future laws or customs in
regard to Trust investments, but shall have full authority and power to make any
and all investments which they, in their uncontrolled discretion, shall deem
proper to accomplish the purpose of this Trust. Subject to any applicable
limitation in the Declaration of Trust or the Bylaws of the Trust, the Trustees
shall have power and authority to do any act they are permitted by law to do,
including:
- 9 -
<PAGE>
(a) To buy, and invest funds in their hands in, securities
including, but not limited to, common stock, preferred stock, bonds,
debentures, warrants and rights to purchase or sell securities,
certificates of beneficial interest, notes or other evidences of
indebtedness issued by corporations, trusts or associations, domestic or
foreign, or issued and guaranteed by the United States of America or any
agency thereof, by the government of any foreign county, or obligations
issued by or on behalf of states, territories and possessions of the
United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, or by any political
subdivision or agency of any foreign county, in "when-issued" contracts
for any such securities, or purchase and simultaneously resell for later
delivery any obligation, or retain such proceeds in cash, and from time to
time change the investment(s) of its funds.
(b) To adopt Bylaws not inconsistent with is Declaration of
Trust providing for the conduct of the business of the Trust and to amend
and repeal such Bylaws to the extent that they do not reserve that right
to the Shareholders.
(c) To elect and remove such officers and appoint and terminate
such agents as they consider appropriate.
(d) To employ a bank or trust company as custodian of any assets
of the Trust subject to any conditions set forth in this Declaration of
Trust or in the Bylaws, if any.
- 10 -
<PAGE>
(e) To retain a transfer agent and Shareholder servicing agent;
or both.
(f) To provide for the distribution of interests of the Trust
either through a principal underwriter in the manner hereinafter provided
for or by the Trust itself, or both.
(g) To set record dates in the manner hereinafter provided for.
(h) To delegate such authority as they consider desirable to any
officers of the Trust and to any agent, custodian or underwriter.
(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 4(b) hereof.
(j) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such powers and discretion
with relation to securities or property as the Trustees shall deem proper.
(k) To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities.
(l) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form; or
either in its own name or in the name of a custodian or a nominee or
- 11 -
<PAGE>
nominees, subject in either case to proper safeguards according to the
usual practice of trust companies or investment companies.
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern, any
security of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or concern, and
to pay calls or subscriptions which respect to any security held in the
Trust.
(n) To compromise, arbitrate or otherwise adjust claims in favor
of or against the Trust or any matter in controversy including, but not
limited to, claims for taxes.
(o) To make distributions to Shareholders in the manner
hereinafter provided for.
(p) To borrow money from a bank for temporary or emergency
purposes and not for investment purposes. The Trustees shall not pledge,
mortgage or hypothecate the assets of the Trust except that, to secure
borrowings, it may pledge securities.
(q) To establish, from time to time, a minimum total investment
for Shareholders, and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving notice
to such Shareholder.
- 12 -
<PAGE>
No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
Section 2. Any Trustees, officer or other agent of the Trust may
acquire, own and dispose of Shares of the Trust to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and sell or cause to
be issued and sold Shares of the Trust to and buy such Shares from any such
person of any firm or company in which he is interested, subject only to the
general limitations herein contained as to the sale and purchase of such Shares;
and all subject to any restrictions which may be contained in the Bylaws.
ACTION BY THE TRUSTEES
Section 3. The Trustees shall act by majority vote at a meeting duly
called, or by unanimous written consent without a meeting, or by telephone
consent provided a quorum of Trustees participate in any such telephonic
meeting, unless the 1940 Act requires that a particular action be taken only at
a meeting of the Trustees. At any meeting of the Trustees, a majority of the
Trustees shall constitute a quorum. Meetings of the Trustees may be called
orally or in writing by the Chairman of the Trustees or by any two other
Trustees. Notice of the time, date and place of all meetings of the Trustees
- 13 -
<PAGE>
shall be given by the party calling the meeting to each Trustee by telephone or
telegram sent to his home or business address at least twenty-four (24) hours in
advance of the meeting or by written notice mailed to his home or business
address at least seventy-two (72) hours in advance of the meeting. Notice need
not be given to any Trustee who attends the meeting without objecting to the
lack of notice or who executes a written waiver of notice with respect to the
meeting. Subject to the requirements of the 1940 Act, the Trustees by majority
vote may delegate to any one of their number their authority to approve
particular matters or take particular actions on behalf of the Trust.
CHAIRMAN OF THE TRUSTEES
Section 4. The Trustees may appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all meetings of
the Trustees, shall be responsible for the execution of policies established by
the Trustees and the administration of the Trust, and may also be any officer of
the Trust.
ARTICLE VI
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
Section 1. The Trustees shall be reimbursed from the Trust estate for
their expenses and disbursements, including, without limitation, fees and
- 14 -
<PAGE>
expenses of Trustees who are not Interested Persons of the Trust or its
investment adviser; interest expense; taxes; fees and commissions of every kind;
expenses of pricing Trust portfolio securities; expenses of issue, repurchase
and redemption of shares, including expenses attributable to a program of
periodic repurchases or redemptions; expenses of registering and qualifying the
Trust and its Shares under Federal and State laws and regulations; charges of
custodians, transfer agents and registrars; expenses of preparing and setting up
in type prospectuses; expenses of printing and distributing prospectuses sent to
existing shareholders; auditing and legal expenses; reports to Shareholders;
expenses or meetings of Shareholders and proxy solicitations therefore;
insurance expense; association membership dues; and such nonrecurring items as
may arise, including litigation to which the Trust is a party and for all losses
and liabilities, by them incurred in administering the Trust, and for the
payment of such expenses, disbursements, losses and liabilities, the Trustees
shall have a lien on the Trust estate prior to any rights or interests of the
Shareholders thereto. This section shall not preclude the Trust from directly
paying any of the aforementioned fees and expenses.
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ARTICLE VII
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
INVESTMENT ADVISER
Section 1. Subject to a Majority Shareholder Vote, the Trustees in
their discretion from time to time may enter into an investment advisory or
management contract whereby the other party to such contract shall undertake to
furnish the Trustees such management, investment advisory, statistical and
research facilities and services and such other facilities and services, if any,
and all upon such terms and conditions, as the Trustees may in their discretion
determine. Notwithstanding any provisions of this Declaration of Trust, the
Trustees may authorize the investment adviser (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales or exchanges of portfolio securities of the Trust on behalf of
the Trustees or may authorize any officer, agent or Trustee to effect such
purchases, sales or exchanges pursuant to recommendations of the investment
adviser (and all without further action by the Trustees). Any such purchases,
sales and exchanges shall be deemed to have been authorized by all of the
Trustees.
PRINCIPAL UNDERWRITER
Section 2. The Trustees may in their discretion from time to time
enter into a contract providing for the sale of the Shares of the Trust, whereby
the Trust may either agree to sell the Shares to the other party to the contract
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or appoint such other party its sales agent for such Shares. In either case, the
contract shall be on such terms and conditions as may be prescribed in the
Bylaws, if any, and such further terms and conditions as the Trustees may in
their discretion determine not inconsistent with the provisions of this Article
VII, or of the Bylaws, if any; and such contract may also provide for the
repurchase or sale of Shares of the Trust by such other party as principal or as
agent of the Trust.
TRANSFER AGENT
Section 3. The Trustees may in their discretion from time to time
enter into a transfer agency and shareholder service contract whereby the other
party shall undertake to furnish the Trustees transfer agency and Shareholder
services including clerical and accounting services. The contract shall be on
such terms and conditions as the Trustees may in their discretion determine not
inconsistent with the provisions of this Declaration of Trust or of the Bylaws,
if any, and may provide for the computation of the Trust's Net Asset Value in
accordance herewith. Such services may be provided by one or more entities.
PARTIES TO CONTRACT
Section 4. Any contract of the character described in Sections 1,2
and 3 of this Article VII or in Article IX hereof may be entered into with any
corporation, firm, partnership, trust or association, although one or more of
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the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder or member of such other party to the contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence of any
relationship, nor shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized directly or
indirectly therefrom. The same person (including a firm, corporation,
partnership, trust or association) may be the other party to contracts entered
into pursuant to Sections 1, 2 and 3 above or Article IX, and any individual may
be financially interested or otherwise affiliated with persons who are parties
to any or all of the contracts mentioned in this Section 4.
PROVISIONS AND AMENDMENTS
Section 5. Any contract entered into pursuant to Section 1 and 2 of
this Article VII shall be consistent with and subject to the requirements of
Section 15 of the 1940 Act (including any amendments thereof or other applicable
Act of Congress hereafter enacted) with respect to its continuance in effect,
its termination, and the method of authorization and approval of such contract
or renewal thereof, and no amendment to any contract, entered into pursuant to
Section 1 of this Article VII, shall be effective unless assented to by a
Majority Shareholder Vote.
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ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 1. The Shareholders shall have power to Vote (i) for the
election of Trustees as provided in Article IV, Section 2; (ii) for the removal
of Trustees as provided in Article IV, Section 3(d); (iii) with respect to any
investment adviser as provided in Article VII, Section 1; (iv) with respect to
the amendment of this Declaration of Trust as provided in Article XII, Section
7; (v) to the same extent as the shareholders of a Massachusetts business
corporation, as to whether or not a court action, proceeding or claim should be
brought or maintained derivatively or as a class action on behalf of the Trust
or the Shareholders; and (vi) with respect to such additional matters relating
to the Trust as may be required or authorized by law, by this Declaration of
Trust, or the Bylaws of the Trust, if any, or any registration of the Trust or
its Shares with the Commission or any State, or as the Trustees may consider
desirable. Each whole Share shall be entitled to one vote as to any matter on
which it is entitled to vote, and each fractional Share shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. Until Shares
are issued, the Trustees may exercise all rights of Shareholders and may take
any action required or permitted by law, this Declaration of Trust or any Bylaws
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of the Trust, to be taken by Shareholders.
MEETINGS
Section 2. The first Shareholders meeting shall be held as specified
in Section 2 of Article IV at the principal office of the Trust or such other
place as the Trustees may designate. Special meetings of the Shareholders may be
called by the Trustees and shall be called by the Trustees upon the written
request of Shareholders owning at least one-tenth (1/10) of the outstanding
Shares entitled to vote. Shareholders shall be entitled to at least fifteen (15)
days' notice of any meeting.
QUORUM AND REQUIRED VOTE
Section 3. At any meeting of the Shareholders a quorum for the
transaction of business shall consist of one or more persons appearing in person
or by proxy and owning or representing a majority of the Shares of the Trust
then outstanding and entitled to vote, provided that a less number may make
reasonable adjournment of such meeting until a quorum is obtained. Subject to
any applicable requirements of law or of this Declaration of Trust or the
Bylaws, if any, a majority of the Shares voted shall decide any question and a
plurality shall elect a Trustee.
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ARTICLE IX
CUSTODIAN
APPOINTMENT AND DUTIES
Section 1. The Trustees shall at all times employ a bank or trust
company having capital, surplus and undivided profits of at least two million
dollars ($2,000,000) as custodian with authority as its agent, but subject to
such restrictions, limitations and other requirements, if any, as may be
contained in the Bylaws of the Trust:
(1) to hold the securities owned by the Trust and deliver the same
upon written order;
(2) to receive and receipt for any monies due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct; and
(3) to disburse such funds upon orders or vouchers. The Trust may
also employ such custodian as its agent:
(1) to keep the books and accounts of the Trust and furnish clerical
and accounting services; and
(2) to compute, if authorized to do so by the Trustees, the Net Asset
Value of the Trust in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.
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The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having capital,
surplus and undivided profits of at least two million dollars ($2,000,000).
CENTRAL CERTIFICATE SYSTEM
Section 2. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit all or
any part of the securities owned by the Trust in a system for the central
handling of securities established by a national securities exchange or a
national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act as from time to time
amended, pursuant to which system all securities of any particular class or
series of any issuer deposited within the system are treated as fungible and may
be transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.
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ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Section 1.
(a) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, at any time, or from time to time, to declare and
cause to be paid dividends or distributions in such amounts as the Trustees may
determine, which dividends or distributions, at the election of the Trustees,
may be payable in Shares, in cash, or in cash or Shares at the election of each
Shareholder.
(b) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute pro rata among the Shareholders
a "stock dividend".
(c) The record date for the determination of Shareholders entitled to
dividends or distributions declared pursuant to (a) and (b) above shall be fixed
by the Trustees as provided in Article XII, Section 3 hereof.
REDEMPTIONS
Section 2. In case any Shareholder of record of the Trust desires to
dispose of his Shares, he may deposit at the office of the transfer agent or
other authorized agent of the Trust a written request or such other form of
request as the Trustees may from time to time authorize, requesting that the
Trust purchase his Shares in accordance with this Section 2; and the Shareholder
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so requesting shall be entitled to require the Trust to purchase, and the Trust
or the principal underwriter of the Trust shall purchase his said Shares, but
only at the Net Asset Value thereof (as described in Section 3 hereof), next
determined after the request is deemed to be received by the Trust. Payment for
such Shares shall be made by the Trust or the principal underwriter of the Trust
in accordance with the instructions of such Shareholder within seven (7) days
after the date upon which the request is received in proper form, unless
otherwise delayed by law or order of the Commission. In connection with such
purchases of Shares by the Trust, the Trustees may from time to time determine
to charge shareholders a fee in an amount not to exceed 2% of the Net Asset
Value of the Shares so purchased.
DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS
Section 3. The term "net asset value" of the Trust shall mean that
amount by which the assets of the Trust, at fair market values, exceed its
liabilities, all as determined by or under the direction of the Trustees. Net
asset value per Share shall be determined on each day on which the Trust is open
for business or trading in the Trust's assets takes place, and at such time or
times during said day as the Trustees may determine, and the value so determined
shall become effective at such time. Such determination shall be made (i) by
appraising securities in the portfolio of the Trust at market value, or in the
absence of readily available market quotations, at fair value, both as
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<PAGE>
determined by and pursuant to methods presented or approved by the Trustees;
(ii) by appraising all other assets at their fair value in the best judgment of
the Trustees; (iii) by deducting any actual and accrued liabilities determined
in accordance with good accounting practice, and (iv) by dividing by the number
of Shares then outstanding; provided, however, that the Trustees, without
Shareholder approval, may alter the method of appraising portfolio securities
insofar as permitted under the 1940 Act and the rules, regulations and
interpretations thereof promulgated or issued by the Securities and Exchange
Commission or insofar as permitted by any order of the Securities and Exchange
Commission applicable to the Trust. The Trustees may delegate any of their
powers and duties under this Section 3 with respect to appraisal of assets and
liabilities.
SUSPENSION OF THE RIGHT OF REDEMPTION
Section 4. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment for the whole or any part of any
period (i) during which the New York Stock Exchange is closed other than
customary weekend and holiday closings, (ii) during which trading on the New
York Stock Exchange is restricted, (iii) during which an emergency exists as a
result of which disposal by the Trust of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the Trust fairly
to determine the value of its net assets, or (iv) during any other period when
the Commission (or any succeeding governmental authority) may for the protection
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<PAGE>
of security holders of the Trust by order permit suspension of the right of
redemption or postponement of the date of payment on redemption; provided that
applicable rules and regulations of the Commission (or any succeeding
governmental authority) shall govern as to whether the conditions prescribed in
(ii), (iii) or (iv) exist. Such suspension shall take effect at such time as the
Trustees shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there shall be
no right of redemption or payment until the Trustees shall declare the
suspension at an end, except that the suspension shall terminate in any event on
the first business day of the Trust on which said stock exchange shall have
reopened or the period specified in (ii) or (iii) shall have expired (as to
which in the absence of an official ruling by said Commission or succeeding
authority, the determination of the Trustees shall be conclusive). In the case
of a suspension of the right of redemption, a Shareholder may either withdraw
his request for redemption or receive payment based on the Net Asset Value
existing after the termination of the suspension.
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<PAGE>
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
LIMITATION OF LIABILITY
Section 1. Provided they have exercised reasonable care and have
acted under the reasonable belief that their actions are in the best interest of
the Trust, the Trustees shall not be responsible for or liable in any event for
neglect or wrongdoing of them or any officer, agent, employee or investment
adviser of the Trust, but nothing contained herein shall protect any Trustee
against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
INDEMNIFICATION
Section 2.
(a) Subject to the exceptions and limitations contained
in Section (b) below:
(i) every person who is, or has been, a Trustee or officer of the
Trust (a "Covered Person") shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action,
suit or proceeding in which he becomes involved as a party or otherwise by
virtue of his being or having been a Trustee or officer and against
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<PAGE>
amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit" or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened, and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office
or (B) not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement; or
(B) by at least a majority of those Trustees who are neither
interested persons of the Trust nor are parties to the matter based
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upon a review of readily available facts (as opposed to a full
trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any Shareholder may, by appropriate
legal proceedings, challenge any such determination by the Trustees,
or by independent counsel.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now or
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect any
rights to indemnification to which Trust personnel, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under law.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 2 may be paid by the Trust from time to time prior
to final disposition thereof upon receipt of an undertaking by or on behalf of
such Covered Person that such amount will be paid over by him to the Trust if it
is ultimately determined that he is not entitled to indemnification under this
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Section 2; provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Trust is insured
against losses arising out of any such advance payments or (c) either a majority
of the Trustees who are neither interested persons of the Trust nor are parties
to the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that such Covered Person
will be found entitled to indemnification under this Section 2.
SHAREHOLDERS
Section 3. In case any Shareholder or former Shareholder shall be
held to be personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his heirs, executors, administrators
or other legal representatives or in the case of a corporation or other entity,
its corporate or other general successor) shall be entitled out of the trust
estate to be held harmless from and indemnified against all loss and expense
arising from such liability. The Trust shall, upon request by the Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
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ARTICLE XII
MISCELLANEOUS
TRUST NOT A PARTNERSHIP
Section 1. It is hereby expressly declared that a trust and not a
partnership is created hereby. No Trustee hereunder shall have any power to bind
personally either the Trust's officers or any Shareholder. All persons extending
credit to, contracting with or having any claim against the Trust or the
Trustees shall look only to the assets of the Trust for payment under such
credit, contract or claim; and neither the Shareholders nor the Trustees, nor
any of their agents, whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect the Trustee against
any liability to which the Trustee would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY
Section 2. The exercise by the Trustees of their powers and
discretions hereunder in good faith and with reasonable care under the
circumstances then prevailing, shall be binding upon everyone interested.
Subject to the provisions of Section 1 of this Article XII and to Article XI,
the Trustees shall not be liable for errors of judgment or mistakes of fact or
law. The Trustees may take advice of counsel or other experts with respect to
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the meaning and operation of this Declaration of Trust, and subject to the
provisions of Section 1 of this Article XII and to Article XI, shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice. The trustees shall not be required to give any bond as
such, nor any surety if a bond is obtained.
ESTABLISHMENT OF RECORD DATES
Section 3. The Trustees may close the stock transfer books of the
Trust for a period not exceeding sixty (60) days preceding the date of any
meeting of shareholders, or the date for the payment of any dividends or
distributions, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares shall go into effect; or in lieu of
closing the stock transfer books as aforesaid, the Trustees may fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
Shareholders, or the date for payment of any dividend or distributions, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of Shares shall go into effect, as a record date for the determination
of the Shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or distributions, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of Shares, and in such case such Shareholders and
only such Shareholders as shall be Shareholders of record on the date so fixed
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shall be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment or rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any Shares on
the books of the Trust after any such record date fixed as aforesaid.
TERMINATION OF TRUST
Section 4.
(a) This Trust shall continue without limitation of time but subject
to the provisions of sub-sections (b), (c) and (d) of this Section 4.
(b) The Trustees, with the approval of the Shareholders by Majority
Shareholder Vote and in accordance with all applicable law, may sell and convey
the assets of the Trust to another trust, partnership, association or
corporation organized under the laws of any state of the United States, or
political subdivision thereof, for an adequate consideration which may include
the assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust; and which may include shares of beneficial
interest or stock of such trust, partnership, association or corporation. Upon
making provision for the payment of all such liabilities, by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds ratably among
the holders of the Shares of the Trust then outstanding.
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(c) Subject to a Majority Shareholder Vote and in accordance with all
applicable law, the Trustees may at any time sell and convert into money all the
assets of the Trust. Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent, of the Trust,
the Trustees shall distribute the remaining assets of the Trust ratably among
the holders of the outstanding shares.
(d) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in subsection (b) and (c), the Trust shall
terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest of all
parties shall be canceled and discharged.
FILING OF COPIES, REFERENCES, HEADINGS
Section 5. The original or a copy of this instrument and of each
Declaration of Trust supplemental hereto shall be kept at the office of the
Trust where it may be inspected by any Shareholder. A copy of this instrument
and of each Supplemental Declaration of Trust shall be filed by the Trustees
with the Secretary of the Commonwealth of Massachusetts and the Boston City
Clerk, as well as any other governmental office where such filing may from time
to time be required. Anyone dealing with the Trust may rely on a certificate by
an officer or Trustee of the Trust as to whether or not any such Supplemental
Declarations of Trust have been made and as to any matters in connection with
the Trust hereunder, and with the same effect as if it were the original, may
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rely on a copy certified by an officer or Trustee of the Trust to be a copy of
this instrument or of any such Supplemental Declaration of Trust. In this
instrument or in any such Supplemental Declaration of Trust, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder," shall
be deemed to refer to this instrument as amended or affected by any such
Supplemental Declaration of Trust. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument, rather
than the headings, shall control. This instrument may be executed in any number
of counterparts, each of which shall be deemed an original.
APPLICABLE LAW
Section 6. The trust set forth in this instrument is created under
and is to be governed by and construed and administered according to the laws of
the Commonwealth of Massachusetts. The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised by such
a trust.
AMENDMENTS
Section 7. If authorized by votes of the Trustees and a Majority
Shareholder Vote, or by any larger vote which may be required by applicable law
or this Declaration of Trust in any particular case, the Trustees shall amend or
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otherwise supplement this instrument, by making a Declaration of Trust
supplemental hereto, which thereafter shall form a part hereof. Copies of the
Supplemental Declaration of Trust shall be filed as specified in Section 5 of
this Article XII.
REGISTERED AGENT
Section 8. The Registered Agent of the Trust within the Commonwealth
of Massachusetts for service of process, and the principal place of business of
the Trust within the Commonwealth of Massachusetts, shall be U.S. Corporation
Company, One Court Street, Boston, Massachusetts 02108.
FISCAL YEAR
Section 9. The fiscal year of the Trust shall be the calendar year,
provided, however, that the Trustees may, without Shareholder approval, change
the fiscal year of the Trust.
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IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument this 18th day of June, 1985.
/s/Andrew J. Donahue
--------------------------
Andrew J. Donahue
120 Wall Street
New York, NY 10005
/s/Glenn O. Head
--------------------------
Glenn O. Head
120 Wall Street
New York, NY 10005
/s/David D. Grayson
--------------------------
David D. Grayson
120 Wall Street
New York, NY 10005
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<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED, that on this 18th day of June, 1985, personally
came before me, a Notary Public in and for the State of New York, ANDREW J.
DONOHUE, DAVID D. GRAYSON and GLENN O. HEAD, all of the parties to the foregoing
Declaration of Trust known to me personally to be such, and severally
acknowledged the said certificate to be the act and deed of the signers
respectively, and that the facts therein stated are truly set forth, given under
my hand and seal of office the day and year aforesaid.
/s/ Thatcher A. Stone
-------------------------
(SEAL)
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SUPPLEMENT TO DECLARATION OF TRUST
We, Andrew J. Donohue, David D. Grayson and Glenn O. Head, Trustees of
FIRST INVESTORS GOVERNMENT GUARANTEED
SECURITIES PLUS FUND (the "Trust")
One Court Street
Boston, MA 02108
do hereby certify that, in accordance with Article XII, Section 7 of the
Declaration of Trust for the Trust, the following Supplement to said Declaration
of Trust was duly adopted by written consent of the sole shareholder as of July
23, 1985.
VOTED: That the Declaration of Trust dated July 18, 1985 be, and it hereby is,
amended as follows:
1. By amending Article I, Section 1, to read as follows: NAME: Section 1.
This Trust shall be known as "First Investors U.S. Government Plus Fund".
2. By amending Article IV, Section 2, to read as follows:
ELECTION: Initial Trustees
Section 2. On or before a date to be fixed by the Trustees, the
Shareholders shall elect not less than three Trustees. A Trustee shall not be
required to be a Shareholder of the Trust. The initial Trustees shall be Andrew
J. Donohue, David D. Grayson and Glenn O. Head, and such other individuals as
the Board of Trustees shall appoint pursuant to Section 4 of this Article IV.
This Supplement to the Declaration of Trust will become effective when
filed in accordance with the law of the Commonwealth of Massachusetts
<PAGE>
IN WITNESS WHEREOF, the undersigned, being all the Trustees of the Trust,
have executed this instrument this 29th day of July, 1985.
/s/ Andrew J. Donohue
--------------------------
ANDREW J. DONOHUE
/s/ David D. Grayson
--------------------------
DAVID D. GRAYSON
/s/ Glenn O. Head
--------------------------
GLENN O. HEAD
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED, that on this 29th day of July, 1985, personally came
before me, a Notary Public in and for the State of New York, ANDREW J. DONOHUE,
DAVID D. GRAYSON and GLENN O. HEAD, all of the parties to the foregoing
Supplement to Declaration of Trust, known to me personally to be such, and
severally acknowledged the said certificate to be the act and deed of the
signers respectively, and that the facts therein stated are truly set forth,
given under my hand and seal of office the day and year aforesaid.
/s/ THATCHER A. STONE
--------------------------------
THATCHER A. STONE
NOTARY PUBLIC, State of New York
No. 4830010
Qualified in New York County
Commission Expires March 30, 1987
(SEAL)
UNDERWRITING AGREEMENT
BETWEEN
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
AND
FIRST INVESTORS CORPORATION
This AGREEMENT entered into the 17th day of March, 1994, by and between
FIRST INVESTORS U.S. GOVERNMENT FUND PLUS FUND, a Massachusetts business trust,
with an office located at 95 Wall Street, New York, New York 10005 (the "Fund"),
on behalf of each of its separate designated Series (singularly and
collectively, "Series"), and FIRST INVESTORS CORPORATION, a New York corporation
with its principal office located at 95 Wall Street, New York, New York 10005
(the "Underwriter").
In consideration of the mutual covenants and agreements of the parties
hereto, the parties mutually covenant and agree with each other as follows:
1. Appointment. The Fund hereby appoints the Underwriter as agent of the
Fund to effect the sale and public distribution of shares of each Series and
each class of shares of beneficial interest of the Fund as now exists or is
hereafter established ("Shares"). This appointment is made by the Fund and
accepted by the Underwriter upon the understanding that (a) upon the request of
the Underwriter, the Fund will prepare, execute and file such applications for
registration and qualification of the Shares as are required by federal and
state law in such amounts as the Underwriter reasonably may determine, (b) the
distribution of the Shares to the public be effected by the Underwriter or
through various securities dealers, and (c) the distribution of the Shares shall
be done in such manner that the Fund shall be under no responsibility or
liability to any person whatsoever on account of the acts and statements of any
such person or their agents or employees. The Underwriter shall have the sole
right to select the security dealers to whom the Shares will be offered by it
and, subject to express provisions of this Agreement, the Declaration of Trust,
By-Laws and the Fund's then current Registration Statement, to determine the
terms and prices in any contract for the sale of Shares to any dealer made by it
as such agent for the Fund.
2. Underwriter as Exclusive Agent. The Underwriter shall be the exclusive
agent for the Fund for the sale of the Shares and the Fund agrees that it will
not sell any Shares to any person except to fill orders for the Shares received
through the Underwriter, provided, however, that the foregoing exclusive right
shall not apply to: (a) Shares issued or sold in connection with the merger or
consolidation of any other investment company with the Fund or the acquisition
by purchase or otherwise of all or substantially all the outstanding shares of
any such company by the Fund, (b) Shares which may be offered by each Series to
its shareholders for reinvestment of cash distributed from capital gains or net
investment income of such Series, or such gains or income paid in the form of
Shares, or (c) Shares which may be issued to shareholders of other investment
<PAGE>
companies who exercise the exchange and/or cross-investment privileges set forth
in the Fund's then current Registration Statement.
3. Sales to Dealers. The Underwriter shall have the right to sell the
Shares to dealers, as needed (making reasonable allowance for clerical errors
and errors of transmission), but not more than the Shares needed to fill
unconditional orders for Shares placed with the Underwriter by dealers. In every
case the Fund shall receive the net asset value for the Shares sold, determined
as provided in Paragraph 4 hereof. The Underwriter shall notify the Fund at the
close of each business day of the number of Shares sold during each day.
4. Determination of Net Asset Value. The net asset value of each Series or
class of Shares shall be determined by the Fund or the Fund's custodian, or such
officer or officers or other persons as the Board of Trustees of the Fund may
designate. The determinations shall be made once a day on each day that the New
York Stock Exchange is open for a full business day and in accordance with the
method set forth in the Fund's then current Registration Statement.
5. Public Offering Price. The public offering price of each Series or class
of Shares shall be the net asset value per Share (as determined by the Fund) of
the outstanding Shares of such Series or class, plus any applicable sales charge
as described in the Fund's then current Registration Statement. The Fund shall
furnish (or arrange for another person to furnish) the Underwriter with
quotations of public offering prices on each business day.
6. Repurchase and Redemption of Shares.
(a) The Fund appoints and designates the Underwriter as agent of the Fund,
and the Underwriter accepts such appointment as such agent, to redeem or
repurchase for retirement the Shares in accordance with the provisions of the
Declaration of Trust and ByLaws of the Fund.
(b) In connection with such redemptions or repurchases the Fund authorizes
and designates the Underwriter to take any action, to make any adjustments in
net asset value (including the deduction of a contingent deferred sales charge,
if applicable, as provided in Paragraph 8 hereof) and to make any arrangements
for the payment of the redemption or repurchase price authorized or permitted to
be taken or made as set forth in the By-Laws and the Fund's then current
Registration Statement.
(c) The authority of the Underwriter under this Paragraph 6 may, with the
consent of the Fund, be re-delegated in whole or in part to another person or
firm.
(d) To the extent permitted by law and applicable regulations, the
authority granted in this Paragraph 6 may be suspended by the Fund at any time
or from time to time until further notice to the Underwriter.
- 2 -
<PAGE>
7. Allocation of Expenses. The Underwriter (or one of its non-investment
company affiliates) shall bear all fees and expenses incident to the
registration and qualification of the Shares, the cost of preparing and
disseminating sales material or literature, as well as the costs of preparing
and disseminating prospectuses, proxy material and shareholder reports used in
connection with the sale of the Shares except, as discussed below, to the extent
that such materials are being sent to existing shareholders or such Series has
agreed to bear the cost of such expenses under a Plan (as defined in Paragraph 8
hereof). Each Series shall bear all expenses related to communications with its
existing shareholders, including the costs of preparing, printing and mailing
prospectuses, statements of additional information, proxy materials and other
materials sent to such shareholders.
8. Compensation. As compensation for providing services under this
Agreement, the Underwriter shall retain the sales charge, if any (including a
contingent deferred sales shares, if applicable), on purchases or, if
applicable, on redemptions of Shares as set forth in the Fund's then current
Registration Statement. With regard to purchases, the Underwriter is authorized
to collect the gross proceeds derived from the sale of the Shares, remit the net
asset value thereof to the Fund upon receipt of the proceeds and retain the
sales charge, if any. With regard to redemptions, the Underwriter is authorized
to retain the contingent deferred sales charge, if any, imposed on the
redemption of Shares as may be authorized by the Board of Trustees and set forth
in the Fund's then current Registration Statement. The Underwriter may reallow
any or all of such sales charges to such dealers as it may from time to time
determine. Whether a sales charge shall be retained by the Underwriter shall be
determined in accordance with the Fund's then current Registration Statement and
applicable law. The Underwriter may also receive from each Series a distribution
and/or service fee at the rate and under the terms and conditions of any plan or
plans of distribution (collectively and singularly, "Plan") as have been or may
be adopted by the Fund, subject to any further limitations on such fee as the
Board of Trustees may impose.
9. Effectiveness of Agreement. This Agreement shall become effective upon
the date hereabove written, provided that, with respect to any Series or class
of Shares created after the date of this Agreement, this Agreement shall not
take effect unless such action has first been approved by vote of a majority of
the Board of Trustees and by vote of a majority of those trustees of the Fund
who are not interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any agreements related
thereto (all such trustees collectively being referred to herein as the
"Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such action.
10. Termination of Agreement. This Agreement shall continue in effect with
respect to a Series for a period of more than one year from its effective date
only as long as such continuance is approved, at least annually, by the Board of
Trustees of the Fund, including a majority of the Independent Trustees, voting
in person at a meeting called for the purpose of voting on such approval. With
- 3 -
<PAGE>
respect to any Series, this Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Board of Trustees, by vote of a majority
of the Independent Trustees or by vote of a majority of the outstanding voting
securities of such Series on 30 days' written notice by the Underwriter to the
Series or upon 30 days' written notice by the Series to the Underwriter.
Termination of this Agreement with respect to any given Series shall in no way
affect the continued validity of this Agreement or the performance thereunder
with respect to any other Series. This Agreement shall automatically terminate
in the event of its assignment by the Underwriter, as the term "assignment" is
defined by the Investment Company Act of 1940, as amended ("1940 Act"), unless
the Securities Exchange Commission ("SEC") has issued an order exempting the
Fund and the Underwriter from the provisions of the 1940 Act which would
otherwise have effected the termination of this Agreement.
11. Amendments. No amendment to this Agreement shall be executed or become
effective with respect to any Series unless its terms have been approved: (a) by
a majority of the Trustees of the Fund, or (b) by the vote of a majority of the
outstanding voting securities of such Series and, in either case, by a vote of a
majority of the Independent Trustees.
12. Limitation of Liability. The Underwriter agrees to use its best efforts
in effecting the sale and public distribution of the Shares through dealers and
in performing its duties in redeeming and repurchasing the Shares, but nothing
contained in this Agreement shall make the Underwriter or any of its officers,
directors or shareholders liable for any loss sustained by the Fund or any of
its officers, trustees or shareholders, or by any other person on account of any
act done or omitted to be done by the Underwriter under this Agreement, provided
that nothing contained herein shall protect the Underwriter against any
liability to the Fund or to any of its shareholders to which the Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties as Underwriter or by reason of its
reckless disregard of its obligations or duties as Underwriter under this
Agreement. Nothing in this Agreement shall protect the Underwriter from any
liabilities which it may have under the Securities Act of 1933, as amended
("1933 Act"), or the 1940 Act.
13. Massachusetts Business Trust. The Underwriter hereby acknowledges that,
although this Agreement is executed by an officer and/or trustee of the Fund,
the obligations of this Agreement are not binding upon any of them individually
or upon the Fund's shareholders individually; rather, these obligations are
binding only upon the assets and property of the Fund.
14. Definitions. The terms "assignment," "interested person," and "majority
of the outstanding voting securities" shall have the meanings given to them by
Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by
the SEC by any rule, regulation or order. Additionally, with respect to each
Series, the term "Registration Statement" shall mean the registration statement
most recently filed with the SEC by the Fund, on behalf of such Series, and
- 4 -
<PAGE>
effective under the 1940 Act and 1933 Act, as such Registration Statement is
amended from time to time, and the terms "Prospectus" and "Statement of
Additional Information" shall mean, respectively, the form of prospectus(es) and
statement(s) of additional information with respect to such Series filed by the
Fund as part of the Registration Statement.
15. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of laws
principles thereof, and in accordance with the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable provisions
of the 1940 Act, the latter shall control.
16. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors.
17. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
FIRST INVESTORS U.S. GOVERNMENT
PLUS FUND
By: /s/ Glenn O. Head
----------------------------
Glenn O. Head
President
ATTEST:
/s/ Concetta Durso
- ------------------------
Concetta Durso
Secretary
FIRST INVESTORS CORPORATION
By: /s/ Michael S. Miller
----------------------------
Michael S. Miller
Chief Executive Officer
ATTEST:
/s/ Carol R. Lerner
- ------------------------
Carol R. Lerner
Assistant Secretary
- 5 -
CUSTODIAN AGREEMENT
BETWEEN
IRVING TRUST COMPANY
AND
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
FIRST SERIES
CUSTODIAN AGREEMENT, made this 23rd day of October, 1985, between FIRST
INVESTORS U.S. GOVERNMENT PLUS FUND, the first series of a Massachusetts
business trust, having its office and place of business at 120 Wall Street, New
York, New York 10005 (hereinafter called the "Fund") and Irving Trust Company, a
banking corporation organized and existing under the laws of the State of New
York, having its principal office and place of business at One Wall Street, New
York, New York 10015 (hereinafter called the "Custodian").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set forth
the Fund and the Custodian agree as follows:
I
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian of
all the securities and monies at any time owned by the Fund during the period of
this Agreement.
2. The Custodian hereby accepts appointment as such custodian and agrees to
perform the duties thereof as hereinafter set forth.
II
CUSTODY OF CASH AND SECURITIES
1. The Fund will deliver or cause to be delivered to the Custodian all
securities and all monies owned by it, including cash received for the issuance
of its shares, at any time during the period of this Agreement. The Custodian
will not be responsible for such securities and such monies until actually
received by it.
2. The Custodian shall credit to a separate account in the name of the Fund
all monies received by it for the account of the Fund, and shall disburse the
same only:
(a) In payment for securities purchased, as provided in Article III
hereof;
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(b) In payment of dividends or distributions as provided in Article V
hereof;
(c) In payment of original issue or other taxes, as provided in
Article VI hereof;
(d) In payment for capital stock of the Fund redeemed by it, as
provided in Article VI hereof;
(e) Pursuant to an officers certificate, or with respect to money
market securities, as defined in Article IX, the oral instructions of an
authorized person, as defined in Article IX, setting forth the name and
address of the person to whom payment is to be made, the amount to be paid,
and the corporate purpose for which payment is to be made; and
(f) In payment of the fees and in reimbursement of the expenses and
liabilities of the Custodian, as provided in Article VII hereof.
3. The Custodian shall provide the Fund promptly after the close of
business on each day with a statement summarizing all transactions and entries
for the account of the Fund during said day, and it shall, at least monthly and
from time to time, at the reasonable request of the Fund, render a detailed
statement of the securities and monies held for the Fund under this Agreement.
4. All securities held for the Fund, which are issued or issuable only in
bearer form, shall be held by the Custodian in that form; all other securities
held for the Fund may be registered in the name of the Fund or in the name of
any duly appointed and registered nominee of the Custodian, as the Custodian may
from time to time determine. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in proper
form for transfer, or to register in the name of its registered nominee, any
securities which it may held for the account of the Fund and which may from time
to time be registered in the name of the Fund. The Custodian shall hold all
securities in a separate account in the name of the Fund physically segregated
at all times from those of any person or persons. Notwithstanding the foregoing,
to the extent authorized by the Board of Trustees of the Fund, the Custodian may
deposit securities in a clearing agency or the book entry system of the Federal
Reserve Banks, as provided in Rule 17f-4 of the Investment Company Act of 1940,
as amended, and securities deposited in such agency may be registered in the
name of such agency or its nominee.
5. Unless otherwise instructed to the contrary by an officers certificate,
the Custodian shall, with respect to all securities held for the Fund:
(a) Collect all income due or payable;
2
<PAGE>
(b) Present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or
otherwise become payable;
(c) Surrender securities in temporary form for definitive securities;
(d) Execute, as custodian, any necessary declarations or certificates
of ownership under the Federal Income Tax laws or the laws or regulations
of any other taxing authority now or hereafter in effect; and
(e) Hold for the account of the Fund all stock dividends, rights and
similar securities issued with respect to any securities held by it
hereunder.
6. Upon receipt of an officers certificate and not otherwise, the Custodian
shall:
(a) Execute and deliver to such persons as may be designated in such
officers certificate, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities
may be exercised;
(b) Deliver any securities held for the Fund in exchange for other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of
any corporation or the exercise of any conversion privilege;
(c) Deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold under the terms of
this Agreement, such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such delivery;
(d) Take such other action as may be authorized in such officers
certificate.
III
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of securities by the Fund, the Fund shall
deliver to the Custodian (i) with respect to each purchase of securities which
are not money market securities an officers certificate and (ii) with respect to
each purchase of money market securities such an officers certificate or oral
instructions from an authorized person, specifying with respect to each such
3
<PAGE>
purchase: (a) the name of the issuer and the title of the securities, (b) the
number of shares or the principal amount purchased, and accrued interest, if
any, (c) the date of purchase and settlement, (d) the purchase price per unit,
(e) the total amount payable upon such purchase, (f) the name of the person from
whom or the broker through whom the purchase was made and (g) such other
information as shall be necessary for the issuance by the Custodian or a
depository of escrow receipts relating to options purchased by the Fund, if the
issuance of escrow receipts is requested by the officers certificate. The
Custodian shall receive all securities purchased by or for the Fund from the
persons through or from whom the same were purchased, and shall pay out the
monies held for the account of the Fund, the total amount payable upon such
purchase as set forth in such officers certificate or such oral instruments, as
the case may be, provided that the same conforms to the total amount payable as
set forth on such officers certificate or in such oral instructions. The
Custodian may make payment in such forms as shall be satisfactory to it and may
accept securities in accordance with the customs prevailing among dealers.
2. Promptly after each sale of securities by the Fund, the Fund shall
deliver to the Custodian, (i) with respect to each sale of securities which are
not money market securities an officers certificate and (ii) with respect to
each sale of money market securities such an officers certificate or oral
instructions from an authorized person specifying with respect to each such
sale: (a) the name of the issuer and the title of the securities, (b) the number
of shares or principal amount sold, and accrued interest, if any, (c) the date
of sale, (d) the sale price per unit, (e) the total amount payable to the Fund
upon such sale and (f) the name of the broker through whom or the person to whom
the sale was made. The Custodian shall deliver the securities thus designated to
the broker or other person named in such officers certificate upon receipt of
the total amount payable to the Fund as set forth in such officers certificate
or such oral instructions as the case may be, with respect to such sale. The
Custodian may accept payment in such form as shall be satisfactory to it, and
may deliver securities and arrange for payment in accordance with the customs
prevailing among dealers in securities.
IV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. Where the Fund is permitted to lend its portfolio securities and wishes
to lend its portfolio securities, the Fund shall deliver to the Custodian an
officers certificate specifying with respect to each such loan: (a) the name of
the issuer and the title of the securities, (b) the number of shares or the
principal amount loaned, (c) the date of the loan and delivery, (d) the total
amount to be delivered to the Custodian against the loan of the securities
4
<PAGE>
including the amount of cash collateral and the premium, if any, separately
identified and (e) the name of the broker to whom the loan was made. The
Custodian shall deliver the securities thus designated to the broker to whom the
loan was made upon receipt of the total amount designated as to be delivered
against the loan of securities. The Custodian may accept payment only in the
form of immediately available funds or a certified or bank cashier's check
payable to the order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver securities in accordance with the customs prevailing
among dealers in securities.
2. Promptly after each termination of the loan of securities by the Fund,
the Fund shall deliver to the Custodian an officers certificate specifying with
respect to each such loan termination and return of securities: (a) the name of
the issuer and the title of the securities to be returned, (b) the number of
shares or the principal amount to be returned, (c) the date of termination, (d)
the total amount to be delivered by the Custodian (including the cash collateral
for such securities minus any offsetting credits as described in said officers
certificate) and (e) the name of the broker from whom the securities will be
returned. The Custodian shall receive all securities returned from the broker to
whom such securities were loaned and upon receipt thereof shall pay, out of the
monies held for the account of the Fund, the total amount payable upon such
return of securities as set forth in the officers certificate.
V
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of any resolution of its
Board of Trustees, authorizing the declaration of dividends on a monthly,
quarterly, semi-annual, annual or other basis, and authorizing the Custodian to
rely on the oral instructions from an authorized officer of the Fund, setting
forth the date of the declaration of such dividend or distribution, the date of
payment thereof, the record date as of which stockholders entitled to payment
shall be determined, and the amount payable per share to the stockholders of
record as of that date and the total amount payable to the Dividend Agent on the
payment date.
2. Upon the payment date specified in such officers certificate or oral
instructions, the Custodian shall pay out of the monies held for the account of
the Fund the total amount payable to the Dividend Agent for the Fund.
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VI
SALE AND REDEMPTION OF CAPITAL STOCK OF THE FUND
1. Whenever the Fund shall sell any shares of its capital stock, it shall
cause to be delivered to the Custodian an officers certificate duly specifying:
(a) The number of shares sold, trade date, and price;
and
(b) The amount of money to be received by the Custodian for the sale
of such shares.
2. Upon receipt of such money the Custodian shall credit such money into
the account of the Fund.
3. Upon the issuance of any of the capital stock of the Fund in accordance
with the foregoing provisions of this Article, the Custodian shall pay, out of
the money held for the account of the Fund, all original issue or other taxes
required to be paid by the Fund in connection with such issuance upon the
receipt of an officers certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund shall hereafter redeem
any shares of its capital stock, it shall furnish to the Custodian an officers
certificate specifying:
(a) The number of shares of capital stock redeemed; and
(b) The amount to be paid for the shares redeemed.
5. Upon receipt from the Transfer Agent of an advice setting forth the
number of shares received by the Transfer Agent for redemption and that such
shares are valid and in good form for redemption, the Custodian shall make
payment to the Transfer Agent out of the monies held for the account of the
Fund, of the total amount specified in the officers certificate issued pursuant
to the foregoing paragraph 4 of this Article.
VII
CONCERNING THE CUSTODIAN
1. Neither the Custodian nor its nominee shall be liable for any loss or
damage including counsel fees, resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its own negligence
or willful misconduct. The Custodian may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel to the Fund or of its own
counsel, at the expense of the Fund, and shall be fully protected with respect
to anything done or omitted by it in good faith in conformity with such advice
or opinion.
6
<PAGE>
2. Without limiting the generality of the foregoing, the Custodian shall be
under no duty or obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any securities purchased by or for
the Fund, the legality of the purchase thereof, or the propriety of the
amount paid therefor;
(b) The legality of the sale of any securities by or for the Fund or
the propriety of the amount for which the same are sold;
(c) The legality of the issue or sale of any shares of the capital
stock of the Fund, or the sufficiency of the amount to be received
therefor;
(d) The legality of the redemption of any shares of the capital stock
of the Fund, or the propriety of the amount to be paid therefor;
(e) The legality of the declaration of any dividend by the Fund or the
legality of the issue of any shares of the Fund's capital stock in payment
of any stock dividend;
(f) The legality of any loan of portfolio securities pursuant to
Article IV of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a
brokerage firm or held by it at any time as a result of such loan of the
portfolio securities of the Fund is adequate collateral for the Fund
against any loss it might sustain as a result of such loan. The Custodian
specifically, but not by way of limitation, shall not be under any duty or
obligation to periodically check or notify the Fund that the amount of such
cash collateral held by it for the Fund is sufficient collateral for the
Fund, but such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or obligation to
see that any brokerage firm to whom portfolio securities of the Fund are
lent pursuant to Article IV of this Agreement makes payment to it of any
dividends or interest which are payable to or for the account of the Fund
during the period of such loan or at the termination of such loan, provided
however, that the Custodian shall promptly notify the Fund in the event
that such dividends or interest are not paid and received when due;
(g) The legality of a payment made pursuant to an officers certificate
or, in the case of money market securities, pursuant to oral instructions
of any authorized person.
3. The Custodian shall not be liable for, or considered to be the Custodian
of, any money represented by any check, draft, or other instrument for the
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<PAGE>
payment of money received by it on behalf of the Fund, until the Custodian
actually receives such money.
4. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount due to the Fund from the Transfer Agent of
the Fund nor to take any action to effect payment or distribution by the
Transfer Agent of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
5. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount, if the securities upon which such amount is
payable are in default or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by
an officers certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.
6. The Custodian may appoint one or more banking institutions, including,
but not limited to, banking institutions located in foreign countries, as
Depository or Depositories or as a Sub-Custodian of securities and monies at any
time owned by the Fund, upon terms and conditions approved in written
instructions from two officers of the Fund.
7. The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it for the account of
the Fund are such as may properly be held by the Fund under the provisions of
its Articles of Incorporation.
8. The Custodian shall be entitled to receive and the Fund agrees to pay to
the Custodian, such compensation as may be agreed upon from time to time between
the Custodian and the Fund. The Custodian may charge such compensation and any
expenses incurred by the Custodian in the performance of its duties pursuant to
such agreement against any money held by it for the account of the Fund. The
Custodian shall also be entitled to charge against any money held by it for the
account of the Fund the amount of any loss, damage, liability or expense,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to, the expenses of
Sub-Custodians and foreign branches of the Custodian incurred in settling
transactions involving the purchase and sale of securities of the Fund.
9. The Custodian shall be entitled to rely upon any officers certificate,
notice or other instrument in writing received by the Custodian and believed by
the Custodian to be genuine and to be signed by two officers of the Fund as
defined in Article IX. The Custodian shall be entitled to rely upon any oral
instructions received by the Custodian pursuant to Article III or V hereof and
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<PAGE>
believed by the Custodian to be genuine and to be given by an authorized person.
The Fund agrees to forward to the Custodian written instructions from an
authorized person confirming such oral instructions in such manner so that such
written instructions are received by the Custodian, whether by hand delivery,
telex or otherwise, by the close of business of the same day that such oral
instructions are given to the Custodian. The Custodian's understanding of any
oral instructions on which it has acted shall be binding on the Fund
notwithstanding receipt by the Custodian of written confirmation of such oral
instructions which is inconsistent with the Custodian's understanding thereof.
The Fund agrees that the fact that such confirming written instructions are not
received by the Custodian shall in no way affect the validity of transactions or
enforceability of the transactions hereby authorized by the Fund. The Fund
agrees that the Custodian shall incur no liability to the Fund in acting upon
oral instructions given to the Custodian hereunder concerning such transactions
provided such instructions reasonably appear to have been received from a duly
authorized person.
VIII
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be no less than 60 days after the date of the giving of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a copy
of a resolution of the Board of Trustees of the Fund, certified by the Secretary
or any Assistant Secretary, electing to terminate this Agreement and designating
a successor custodian or custodians, each of which shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and undivided
profits. In the event such notice is given by the Custodian, the Fund shall, on
or before the termination date, deliver to the Custodian a copy of resolution of
its Board of Trustees, certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the absence of such
designation by the Fund, the Custodian may apply to any court of competent
jurisdiction for the appointment of a successor custodian which shall be a bank
or a trust company having not less than $2,000,000 aggregate capital, surplus
and undivided profits. If the Fund fails to designate a successor custodian, the
Fund shall, upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all securities and monies
then owned by the Fund be deemed to be its own custodian and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement.
2. Upon the date set forth in such notice, this Agreement shall terminate
and the Custodian shall, upon receipt of a notice of acceptance by the successor
9
<PAGE>
custodian, on that date deliver directly to the successor custodian all
securities and monies then owned by the Fund and held by it as Custodian, after
deducting all fees, expenses and other amounts for the payment or reimbursement
of which it shall be entitled.
IX
MISCELLANEOUS
1. The term "officers certificate" shall mean any notice, instructions or
other instrument in writing, authorized or required by this Agreement to be
given to the Custodian signed by two officers on behalf of the Fund.
2. The term "Officers" shall be deemed to include the President,
Vice-President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer, or any other person or persons duly authorized by the Board
of Trustees to execute any certificate, instruction, notice or other instrument
on behalf of the Fund. The term "securities" shall include, but shall not be
limited to, stocks, bonds, debentures, notices, bankers' acceptances,
certificates of deposit, options, securities covered by options, and money
market instruments.
3. Annexed hereto as Appendix A, is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and the signatures of the present officers of the Fund. The Fund agrees to
notify the Custodian promptly if any such present officer ceases to be an
officer of the Fund, and to furnish the Custodian a new certificate in similar
form in the event other or additional officers as defined in Article IX are
elected or appointed. Until such new certificate shall be received, the
Custodian shall be fully protected in acting under the provisions of this
Agreement upon the signatures of the present officers as set forth in said
annexed certificate or upon the signatures of the present officers as set forth
in subsequently issued certificates.
4. The term "authorized person" shall be deemed to include the Treasurer,
the Secretary or any other persons, whether or not any such person is an officer
or employee of the Fund, duly authorized by the Board of Trustees to execute any
certificate, instruction, notice or other instrument or to deliver oral
instructions on behalf of the Fund.
5. Annexed hereto as Appendix B is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and signatures of the present authorized persons. The Fund agrees to notify the
Custodian promptly if any such present authorized person ceases to be an
authorized person and to furnish to the Custodian a new certificate in similar
form in the event that other or additional authorized persons are elected or
10
<PAGE>
appointed. Until such new certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon oral
instructions or signatures of the present authorized persons as set forth in
said annexed certificate or upon oral instructions or the signatures of the
present authorized persons as set forth in a subsequently issued certificate.
6. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at One
Wall Street, New York, New York 10015, Attn: Institutional Custody
Administration Department or at such other place as the Custodian may from time
to time designate in writing.
7. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office, at 120 Wall Street, New
York, New York 10005, or at such other place as the Fund may from time to time
designate in writing.
8. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement, and authorized and approved by a resolution of the Board of Trustees
of the Fund.
9. The term "money market security" shall be deemed to include, but not be
limited to, debt obligations issued or guaranteed as to interest and principal
by the Government of the United States or agencies or instrumentalities thereof,
bank deposits, certificates of deposit, commercial paper and bankers'
acceptances, where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale.
10. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Custodian and shall not be assignable by the Custodian without the
written consent of the Fund, authorized or approved by a resolution of its Board
of Directors.
11. Notwithstanding any provision of law to the contrary, the Custodian
hereby severally waives any right to enforce this Agreement against the
individual and separate assets of any shareholder of the Fund or of any other
series of First Investors U.S. Government Plus Fund.
11
<PAGE>
12. This Agreement shall be construed in accordance with the laws of the
State of New York.
13. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original but such counterparts shall, together,
constitute only one instrument.
14. The term "written instructions" shall mean written communications by
telex or any other such system whereby the receiver of such communications is
able to verify by codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communications.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunder duly authorized and
their respective corporate seals to be hereunto affixed as of the day and year
first above written.
FIRST INVESTORS U.S. GOVERNMENT
PLUS FUND, FIRST SERIES
By: /s/ Andrew J. Donohue
-----------------------------------
Andrew J. Donohue, President
ATTEST:
/s/ C. Durso
- -------------------------------
Concetta Durso, Secretary
IRVING TRUST COMPANY
By: /s/ Michael A. Mertz
-----------------------------------
Michael A. Mertz
Vice President
ATTEST:
/s/ Maria P. Fernandes
- -------------------------------
Maria P. Fernandes
Assistant Secretary
12
<PAGE>
APPENDIX A
I, Andrew J. Donohue, President and I, Concetta Durso, Secretary of First
Investors U.S. Government Plus Fund, First Series, the first series of a
Massachusetts business trust (the "Fund"), do hereby certify that:
The following individuals serve in the following positions with the Fund
and each individual has been duly elected or appointed to each such position and
qualified therefor in conformity with the Fund's Declaration of Trust and
By-Laws and the signatures set forth opposite their respective names are true
and correct signatures:
NAME POSITION SIGNATURE
- ---- -------- ---------
Andrew J. Donohue President /s/ Andrew J. Donohue
--------------------------
David D. Grayson Vice President /s/ David D. Grayson
--------------------------
Glenn O Head. Vice President /s/ Glenn O. Head
--------------------------
Concetta Durso Secretary /s/ C. Durso
--------------------------
Nicholas Orros Treasurer /s/ Nicholas Orros
--------------------------
Joseph P. Abbamount Assistant Treasurer /s/ Joseph P. Abbamont
--------------------------
Anthony Gentile Authorized Signer /s/ Anthony Gentile
--------------------------
I, Andrew J. Donohue, in my official capacity as President of First Investors
U.S. Government Plus Fund, hereby certify that Concetta Durso is currently the
duly elected and appointed Secretary of First Investors U.S. Government Plus
Fund and that the above named individuals have been duly elected and appointed
to each such position and that the signatures appearing opposite their names are
true and correct signatures.
/s/ Andrew J. Donohue
--------------------------
Andrew J. Donohue, President
Dated: November 22, 1985
I, Concetta Durso, Secretary of First Investors U.S Government Plus Fund hereby
certify that the above named individuals have been duly elected and appointed to
each position and that the signatures appearing opposite their names are true
and correct signatures.
/s/ C. Durso
--------------------------
Concetta Durso, Secretary
Dated: November 25, 1985
13
<PAGE>
APPENDIX B
I, Andrew J. Donohue, President, and I, Concetta Durso, Secretary of First
Investors U.S. Government Plus Fund, First Series, the first series of a
Massachusetts business trust (the "Fund"), do hereby certify that:
The following individuals serve in the following positions with the Fund
and each individual has been duly elected or appointed to each such position and
qualified therefor in conformity with the Fund's Declaration of Trust and
By-Laws and the signatures set forth opposite their respective names are their
true and correct signatures:
NAME SIGNATURE
Andrew J. Donohue /s/ Andrew J. Donohue
------------------------
David D. Grayson /s/ David D. Grayson
------------------------
Glenn O. Head /s/ Glenn O. Head
------------------------
Concetta Durso /s/ C. Durso
------------------------
Nicholas Orros /s/ Nicholas Orros
------------------------
Joseph P. Abbamont /s/ Joseph P. Abbamont
------------------------
Anthony Gentile /s/ Anthony Gentile
------------------------
Jay G. Baris /s/ Jay G. Baris
------------------------
Robert J. Grosso /s/ Robert J. Grosso
------------------------
Regina D. Tenzer /s/ Regina D. Tenzer
------------------------
I, Andrew J. Donohue, in my official capacity as President of First Investors
U.S. Government Plus Fund, hereby certify that Concetta Durso is currently the
duly elected and appointed Secretary of First Investors Government Plus Fund and
that the above named individuals have been duly authorized to execute any
certificate, instruction, notice or other instrument or to give oral
instructions on behalf of the Fund and the signatures set forth opposite their
names are true and correct signatures.
/s/ Andrew J. Donohue
---------------------
Andrew J. Donohue, President
Dated: November 22, 1985
I, Concetta Durso, Secretary of First Investors U.S. Government Plus Fund,
hereby certify that the above named individuals have
14
<PAGE>
been duly authorized to execute any certificate, instruction, notice, or other
instrument or to give oral instructions on behalf of the Fund and the signatures
set forth opposite their names are true and correct signatures.
/s/ C. Durso,
----------------------------
Concetta Durso, Secretary
Dated: November 25, 1985
H:\usgovt
15
CUSTODIAN AGREEMENT
BETWEEN
IRVING TRUST COMPANY
AND
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
SECOND SERIES
CUSTODIAN AGREEMENT, made this 16th day of January, 1986, between FIRST
INVESTORS U.S. GOVERNMENT PLUS FUND, the second series of a Massachusetts
business trust, having its office and place of business at 120 Wall Street, New
York, New York 10005 (hereinafter called the "Fund") and Irving Trust Company, a
banking corporation organized and existing under the laws of the State of New
York, having its principal office and place of business at One Wall Street, New
York, New York 10015 (hereinafter called the "Custodian").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set forth
the Fund and the Custodian agree as follows:
I
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian of
all the securities and monies at any time owned by the Fund during the period of
this Agreement.
2. The Custodian hereby accepts appointment as such custodian and agrees to
perform the duties thereof as hereinafter set forth.
II
CUSTODY OF CASH AND SECURITIES
1. The Fund will deliver or cause to be delivered to the Custodian all
securities and all monies owned by it, including cash received for the issuance
of its shares, at any time during the period of this Agreement. The Custodian
will not be responsible for such securities and such monies until actually
received by it.
2. The Custodian shall credit to a separate account in the name of the Fund
all monies received by it for the account of the Fund, and shall disburse the
same only:
(a) In payment for securities purchased, as provided in Article III
hereof;
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<PAGE>
(b) In payment of dividends or distributions as provided in Article V
hereof;
(c) In payment of original issue or other taxes, as provided in
Article VI hereof;
(d) In payment for capital stock of the Fund redeemed by it, as
provided in Article VI hereof;
(e) Pursuant to an officers certificate, or with respect to money
market securities, as defined in Article IX, the oral instructions of an
authorized person, as defined in Article IX, setting forth the name and
address of the person to whom payment is to be made, the amount to be paid,
and the corporate purpose for which payment is to be made; and
(f) In payment of the fees and in reimbursement of the expenses and
liabilities of the Custodian, as provided in Article VII hereof.
3. The Custodian shall provide the Fund promptly after the close of
business on each day with a statement summarizing all transactions and entries
for the account of the Fund during said day, and it shall, at least monthly and
from time to time, at the reasonable request of the Fund, render a detailed
statement of the securities and monies held for the Fund under this Agreement.
4. All securities held for the Fund, which are issued or issuable only in
bearer form, shall be held by the Custodian in that form; all other securities
held for the Fund may be registered in the name of the Fund or in the name of
any duly appointed and registered nominee of the Custodian, as the Custodian may
from time to time determine. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in proper
form for transfer, or to register in the name of its registered nominee, any
securities which it may held for the account of the Fund and which may from time
to time be registered in the name of the Fund. The Custodian shall hold all
securities in a separate account in the name of the Fund physically segregated
at all times from those of any person or persons. Notwithstanding the foregoing,
to the extent authorized by the Board of Trustees of the Fund, the Custodian may
deposit securities in a clearing agency or the book entry system of the Federal
Reserve Banks, as provided in Rule 17f-4 of the Investment Company Act of 1940,
as amended, and securities deposited in such agency may be registered in the
name of such agency or its nominee.
5. Unless otherwise instructed to the contrary by an officers certificate,
the Custodian shall, with respect to all securities held for the Fund:
(a) Collect all income due or payable;
2
<PAGE>
(b) Present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or
otherwise become payable;
(c) Surrender securities in temporary form for definitive securities;
(d) Execute, as custodian, any necessary declarations or certificates
of ownership under the Federal Income Tax laws or the laws or regulations
of any other taxing authority now or hereafter in effect; and
(e) Hold for the account of the Fund all stock dividends, rights and
similar securities issued with respect to any securities held by it
hereunder.
6. Upon receipt of an officers certificate and not otherwise, the Custodian
shall:
(a) Execute and deliver to such persons as may be designated in such
officers certificate, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities
may be exercised;
(b) Deliver any securities held for the Fund in exchange for other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of
any corporation or the exercise of any conversion privilege;
(c) Deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold under the terms of
this Agreement, such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such delivery;
(d) Take such other action as may be authorized in such officers
certificate.
III
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of securities by the Fund, the Fund shall
deliver to the Custodian (i) with respect to each purchase of securities which
are not money market securities an officers certificate and (ii) with respect to
each purchase of money market securities such an officers certificate or oral
instructions from an authorized person, specifying with respect to each such
3
<PAGE>
purchase: (a) the name of the issuer and the title of the securities, (b) the
number of shares or the principal amount purchased, and accrued interest, if
any, (c) the date of purchase and settlement, (d) the purchase price per unit,
(e) the total amount payable upon such purchase, (f) the name of the person from
whom or the broker through whom the purchase was made and (g) such other
information as shall be necessary for the issuance by the Custodian or a
depository of escrow receipts relating to options purchased by the Fund, if the
issuance of escrow receipts is requested by the officers certificate. The
Custodian shall receive all securities purchased by or for the Fund from the
persons through or from whom the same were purchased, and shall pay out the
monies held for the account of the Fund, the total amount payable upon such
purchase as set forth in such officers certificate or such oral instruments, as
the case may be, provided that the same conforms to the total amount payable as
set forth on such officers certificate or in such oral instructions. The
Custodian may make payment in such forms as shall be satisfactory to it and may
accept securities in accordance with the customs prevailing among dealers.
2. Promptly after each sale of securities by the Fund, the Fund shall
deliver to the Custodian, (i) with respect to each sale of securities which are
not money market securities an officers certificate and (ii) with respect to
each sale of money market securities such an officers certificate or oral
instructions from an authorized person specifying with respect to each such
sale: (a) the name of the issuer and the title of the securities, (b) the number
of shares or principal amount sold, and accrued interest, if any, (c) the date
of sale, (d) the sale price per unit, (e) the total amount payable to the Fund
upon such sale and (f) the name of the broker through whom or the person to whom
the sale was made. The Custodian shall deliver the securities thus designated to
the broker or other person named in such officers certificate upon receipt of
the total amount payable to the Fund as set forth in such officers certificate
or such oral instructions as the case may be, with respect to such sale. The
Custodian may accept payment in such form as shall be satisfactory to it, and
may deliver securities and arrange for payment in accordance with the customs
prevailing among dealers in securities.
IV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. Where the Fund is permitted to lend its portfolio securities and wishes
to lend its portfolio securities, the Fund shall deliver to the Custodian an
officers certificate specifying with respect to each such loan: (a) the name of
the issuer and the title of the securities, (b) the number of shares or the
principal amount loaned, (c) the date of the loan and delivery, (d) the total
amount to be delivered to the Custodian against the loan of the securities
4
<PAGE>
including the amount of cash collateral and the premium, if any, separately
identified and (e) the name of the broker to whom the loan was made. The
Custodian shall deliver the securities thus designated to the broker to whom the
loan was made upon receipt of the total amount designated as to be delivered
against the loan of securities. The Custodian may accept payment only in the
form of immediately available funds or a certified or bank cashier's check
payable to the order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver securities in accordance with the customs prevailing
among dealers in securities.
2. Promptly after each termination of the loan of securities by the Fund,
the Fund shall deliver to the Custodian an officers certificate specifying with
respect to each such loan termination and return of securities: (a) the name of
the issuer and the title of the securities to be returned, (b) the number of
shares or the principal amount to be returned, (c) the date of termination, (d)
the total amount to be delivered by the Custodian (including the cash collateral
for such securities minus any offsetting credits as described in said officers
certificate) and (e) the name of the broker from whom the securities will be
returned. The Custodian shall receive all securities returned from the broker to
whom such securities were loaned and upon receipt thereof shall pay, out of the
monies held for the account of the Fund, the total amount payable upon such
return of securities as set forth in the officers certificate.
V
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of any resolution of its
Board of Trustees, authorizing the declaration of dividends on a monthly,
quarterly, semi-annual, annual or other basis, and authorizing the Custodian to
rely on the oral instructions from an authorized officer of the Fund, setting
forth the date of the declaration of such dividend or distribution, the date of
payment thereof, the record date as of which stockholders entitled to payment
shall be determined, and the amount payable per share to the stockholders of
record as of that date and the total amount payable to the Dividend Agent on the
payment date.
2. Upon the payment date specified in such officers certificate or oral
instructions, the Custodian shall pay out of the monies held for the account of
the Fund the total amount payable to the Dividend Agent for the Fund.
5
<PAGE>
VI
SALE AND REDEMPTION OF CAPITAL STOCK OF THE FUND
1. Whenever the Fund shall sell any shares of its capital stock, it shall
cause to be delivered to the Custodian an officers certificate duly specifying:
(a) The number of shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian for the sale
of such shares.
2. Upon receipt of such money the Custodian shall credit such money into
the account of the Fund.
3. Upon the issuance of any of the capital stock of the Fund in accordance
with the foregoing provisions of this Article, the Custodian shall pay, out of
the money held for the account of the Fund, all original issue or other taxes
required to be paid by the Fund in connection with such issuance upon the
receipt of an officers certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund shall hereafter redeem
any shares of its capital stock, it shall furnish to the Custodian an officers
certificate specifying:
(a) The number of shares of capital stock redeemed; and
(b) The amount to be paid for the shares redeemed.
5. Upon receipt from the Transfer Agent of an advice setting forth the
number of shares received by the Transfer Agent for redemption and that such
shares are valid and in good form for redemption, the Custodian shall make
payment to the Transfer Agent out of the monies held for the account of the
Fund, of the total amount specified in the officers certificate issued pursuant
to the foregoing paragraph 4 of this Article.
VII
CONCERNING THE CUSTODIAN
1. Neither the Custodian nor its nominee shall be liable for any loss or
damage including counsel fees, resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its own negligence
or willful misconduct. The Custodian may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel to the Fund or of its own
counsel, at the expense of the Fund, and shall be fully protected with respect
to anything done or omitted by it in good faith in conformity with such advice
or opinion.
6
<PAGE>
2. Without limiting the generality of the foregoing, the Custodian shall be
under no duty or obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any securities purchased by or for
the Fund, the legality of the purchase thereof, or the propriety of the
amount paid therefor;
(b) The legality of the sale of any securities by or for the Fund or
the propriety of the amount for which the same are sold;
(c) The legality of the issue or sale of any shares of the capital
stock of the Fund, or the sufficiency of the amount to be received
therefor;
(d) The legality of the redemption of any shares of the capital stock
of the Fund, or the propriety of the amount to be paid therefor;
(e) The legality of the declaration of any dividend by the Fund or the
legality of the issue of any shares of the Fund's capital stock in payment
of any stock dividend;
(f) The legality of any loan of portfolio securities pursuant to
Article IV of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a
brokerage firm or held by it at any time as a result of such loan of the
portfolio securities of the Fund is adequate collateral for the Fund
against any loss it might sustain as a result of such loan. The Custodian
specifically, but not by way of limitation, shall not be under any duty or
obligation to periodically check or notify the Fund that the amount of such
cash collateral held by it for the Fund is sufficient collateral for the
Fund, but such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or obligation to
see that any brokerage firm to whom portfolio securities of the Fund are
lent pursuant to Article IV of this Agreement makes payment to it of any
dividends or interest which are payable to or for the account of the Fund
during the period of such loan or at the termination of such loan, provided
however, that the Custodian shall promptly notify the Fund in the event
that such dividends or interest are not paid and received when due;
(g) The legality of a payment made pursuant to an officers certificate
or, in the case of money market securities, pursuant to oral instructions
of any authorized person.
3. The Custodian shall not be liable for, or considered to be the Custodian
of, any money represented by any check, draft, or other instrument for the
7
<PAGE>
payment of money received by it on behalf of the Fund, until the Custodian
actually receives such money.
4. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount due to the Fund from the Transfer Agent of
the Fund nor to take any action to effect payment or distribution by the
Transfer Agent of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
5. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount, if the securities upon which such amount is
payable are in default or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by
an officers certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.
6. The Custodian may appoint one or more banking institutions, including,
but not limited to, banking institutions located in foreign countries, as
Depository or Depositories or as a Sub-Custodian of securities and monies at any
time owned by the Fund, upon terms and conditions approved in written
instructions from two officers of the Fund.
7. The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it for the account of
the Fund are such as may properly be held by the Fund under the provisions of
its Articles of Incorporation.
8. The Custodian shall be entitled to receive and the Fund agrees to pay to
the Custodian, such compensation as may be agreed upon from time to time between
the Custodian and the Fund. The Custodian may charge such compensation and any
expenses incurred by the Custodian in the performance of its duties pursuant to
such agreement against any money held by it for the account of the Fund. The
Custodian shall also be entitled to charge against any money held by it for the
account of the Fund the amount of any loss, damage, liability or expense,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to, the expenses of
Sub-Custodians and foreign branches of the Custodian incurred in settling
transactions involving the purchase and sale of securities of the Fund.
9. The Custodian shall be entitled to rely upon any officers certificate,
notice or other instrument in writing received by the Custodian and believed by
the Custodian to be genuine and to be signed by two officers of the Fund as
defined in Article IX. The Custodian shall be entitled to rely upon any oral
instructions received by the Custodian pursuant to Article III or V hereof and
8
<PAGE>
believed by the Custodian to be genuine and to be given by an authorized person.
The Fund agrees to forward to the Custodian written instructions from an
authorized person confirming such oral instructions in such manner so that such
written instructions are received by the Custodian, whether by hand delivery,
telex or otherwise, by the close of business of the same day that such oral
instructions are given to the Custodian. The Custodian's understanding of any
oral instructions on which it has acted shall be binding on the Fund
notwithstanding receipt by the Custodian of written confirmation of such oral
instructions which is inconsistent with the Custodian's understanding thereof.
The Fund agrees that the fact that such confirming written instructions are not
received by the Custodian shall in no way affect the validity of transactions or
enforceability of the transactions hereby authorized by the Fund. The Fund
agrees that the Custodian shall incur no liability to the Fund in acting upon
oral instructions given to the Custodian hereunder concerning such transactions
provided such instructions reasonably appear to have been received from a duly
authorized person.
VIII
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be no less than 60 days after the date of the giving of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a copy
of a resolution of the Board of Trustees of the Fund, certified by the Secretary
or any Assistant Secretary, electing to terminate this Agreement and designating
a successor custodian or custodians, each of which shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and undivided
profits. In the event such notice is given by the Custodian, the Fund shall, on
or before the termination date, deliver to the Custodian a copy of resolution of
its Board of Trustees, certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the absence of such
designation by the Fund, the Custodian may apply to any court of competent
jurisdiction for the appointment of a successor custodian which shall be a bank
or a trust company having not less than $2,000,000 aggregate capital, surplus
and undivided profits. If the Fund fails to designate a successor custodian, the
Fund shall, upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all securities and monies
then owned by the Fund be deemed to be its own custodian and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement.
2. Upon the date set forth in such notice, this Agreement shall terminate
and the Custodian shall, upon receipt of a notice of acceptance by the successor
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custodian, on that date deliver directly to the successor custodian all
securities and monies then owned by the Fund and held by it as Custodian, after
deducting all fees, expenses and other amounts for the payment or reimbursement
of which it shall be entitled.
IX
MISCELLANEOUS
1. The term "officers certificate" shall mean any notice, instructions or
other instrument in writing, authorized or required by this Agreement to be
given to the Custodian signed by two officers on behalf of the Fund.
2. The term "Officers" shall be deemed to include the President,
Vice-President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer, or any other person or persons duly authorized by the Board
of Trustees to execute any certificate, instruction, notice or other instrument
on behalf of the Fund. The term "securities" shall include, but shall not be
limited to, stocks, bonds, debentures, notices, bankers' acceptances,
certificates of deposit, options, securities covered by options, and money
market instruments.
3. Annexed hereto as Appendix A, is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and the signatures of the present officers of the Fund. The Fund agrees to
notify the Custodian promptly if any such present officer ceases to be an
officer of the Fund, and to furnish the Custodian a new certificate in similar
form in the event other or additional officers as defined in Article IX are
elected or appointed. Until such new certificate shall be received, the
Custodian shall be fully protected in acting under the provisions of this
Agreement upon the signatures of the present officers as set forth in said
annexed certificate or upon the signatures of the present officers as set forth
in subsequently issued certificates.
4. The term "authorized person" shall be deemed to include the Treasurer,
the Secretary or any other persons, whether or not any such person is an officer
or employee of the Fund, duly authorized by the Board of Trustees to execute any
certificate, instruction, notice or other instrument or to deliver oral
instructions on behalf of the Fund.
5. Annexed hereto as Appendix B is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and signatures of the present authorized persons. The Fund agrees to notify the
Custodian promptly if any such present authorized person ceases to be an
authorized person and to furnish to the Custodian a new certificate in similar
form in the event that other or additional authorized persons are elected or
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appointed. Until such new certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon oral
instructions or signatures of the present authorized persons as set forth in
said annexed certificate or upon oral instructions or the signatures of the
present authorized persons as set forth in a subsequently issued certificate.
6. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at One
Wall Street, New York, New York 10015, Attn: Institutional Custody
Administration Department or at such other place as the Custodian may from time
to time designate in writing.
7. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office, at 120 Wall Street, New
York, New York 10005, or at such other place as the Fund may from time to time
designate in writing.
8. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement, and authorized and approved by a resolution of the Board of Trustees
of the Fund.
9. The term "money market security" shall be deemed to include, but not be
limited to, debt obligations issued or guaranteed as to interest and principal
by the Government of the United States or agencies or instrumentalities thereof,
bank deposits, certificates of deposit, commercial paper and bankers'
acceptances, where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale.
10. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Custodian and shall not be assignable by the Custodian without the
written consent of the Fund, authorized or approved by a resolution of its Board
of Directors.
11. Notwithstanding any provision of law to the contrary, the Custodian
hereby severally waives any right to enforce this Agreement against the
individual and separate assets of any shareholder of the Fund or of any other
series of First Investors U.S. Government Plus Fund.
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12. This Agreement shall be construed in accordance with the laws of the
State of New York.
13. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original but such counterparts shall, together,
constitute only one instrument.
14. The term "written instructions" shall mean written communications by
telex or any other such system whereby the receiver of such communications is
able to verify by codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communications.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunder duly authorized and
their respective corporate seals to be hereunto affixed as of the day and year
first above written.
FIRST INVESTORS U.S. GOVERNMENT
PLUS FUND, SECOND SERIES
By: /s/ Andrew J. Donohue
-------------------------------
Andrew J. Donohue, President
ATTEST:
/s/ C. Durso
--------------------------
Concetta Durso, Secretary
IRVING TRUST COMPANY
By: /s/ Michael A. Mertz
-------------------------------
Michael A. Mertz
Vice President
ATTEST:
/s/ Maria P. Fernandes
--------------------------
Maria P. Fernandes
Assistant Secretary
12
CUSTODIAN AGREEMENT
BETWEEN
IRVING TRUST COMPANY
AND
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
THIRD SERIES
CUSTODIAN AGREEMENT, made this 1st day of April, 1986, between FIRST
INVESTORS U.S. GOVERNMENT PLUS FUND, the third series of a Massachusetts
business trust, having its office and place of business at 120 Wall Street, New
York, New York 10005 (hereinafter called the "Fund") and Irving Trust Company, a
banking corporation organized and existing under the laws of the State of New
York, having its principal office and place of business at One Wall Street, New
York, New York 10015 (hereinafter called the "Custodian").
WITNESSETH:
That for and in consideration of the mutual promises hereinafter set forth
the Fund and the Custodian agree as follows:
I
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian of
all the securities and monies at any time owned by the Fund during the period of
this Agreement.
2. The Custodian hereby accepts appointment as such custodian and agrees to
perform the duties thereof as hereinafter set forth.
II
CUSTODY OF CASH AND SECURITIES
1. The Fund will deliver or cause to be delivered to the Custodian all
securities and all monies owned by it, including cash received for the issuance
of its shares, at any time during the period of this Agreement. The Custodian
will not be responsible for such securities and such monies until actually
received by it.
2. The Custodian shall credit to a separate account in the name of the Fund
all monies received by it for the account of the Fund, and shall disburse the
same only:
(a) In payment for securities purchased, as provided in Article III
hereof;
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(b) In payment of dividends or distributions as provided in Article V
hereof;
(c) In payment of original issue or other taxes, as provided in
Article VI hereof;
(d) In payment for capital stock of the Fund redeemed by it, as
provided in Article VI hereof;
(e) Pursuant to an officers certificate, or with respect to money
market securities, as defined in Article IX, the oral instructions of an
authorized person, as defined in Article IX, setting forth the name and
address of the person to whom payment is to be made, the amount to be paid,
and the corporate purpose for which payment is to be made; and
(f) In payment of the fees and in reimbursement of the expenses and
liabilities of the Custodian, as provided in Article VII hereof.
3. The Custodian shall provide the Fund promptly after the close of
business on each day with a statement summarizing all transactions and entries
for the account of the Fund during said day, and it shall, at least monthly and
from time to time, at the reasonable request of the Fund, render a detailed
statement of the securities and monies held for the Fund under this Agreement.
4. All securities held for the Fund, which are issued or issuable only in
bearer form, shall be held by the Custodian in that form; all other securities
held for the Fund may be registered in the name of the Fund or in the name of
any duly appointed and registered nominee of the Custodian, as the Custodian may
from time to time determine. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in proper
form for transfer, or to register in the name of its registered nominee, any
securities which it may held for the account of the Fund and which may from time
to time be registered in the name of the Fund. The Custodian shall hold all
securities in a separate account in the name of the Fund physically segregated
at all times from those of any person or persons. Notwithstanding the foregoing,
to the extent authorized by the Board of Trustees of the Fund, the Custodian may
deposit securities in a clearing agency or the book entry system of the Federal
Reserve Banks, as provided in Rule 17f-4 of the Investment Company Act of 1940,
as amended, and securities deposited in such agency may be registered in the
name of such agency or its nominee.
5. Unless otherwise instructed to the contrary by an officers certificate,
the Custodian shall, with respect to all securities held for the Fund:
(a) Collect all income due or payable;
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<PAGE>
(b) Present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or
otherwise become payable;
(c) Surrender securities in temporary form for definitive securities;
(d) Execute, as custodian, any necessary declarations or certificates
of ownership under the Federal Income Tax laws or the laws or regulations
of any other taxing authority now or hereafter in effect; and
(e) Hold for the account of the Fund all stock dividends, rights and
similar securities issued with respect to any securities held by it
hereunder.
6. Upon receipt of an officers certificate and not otherwise, the Custodian
shall:
(a) Execute and deliver to such persons as may be designated in such
officers certificate, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities
may be exercised;
(b) Deliver any securities held for the Fund in exchange for other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of
any corporation or the exercise of any conversion privilege;
(c) Deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold under the terms of
this Agreement, such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such delivery;
(d) Take such other action as may be authorized in such officers
certificate.
III
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of securities by the Fund, the Fund shall
deliver to the Custodian (i) with respect to each purchase of securities which
are not money market securities an officers certificate and (ii) with respect to
each purchase of money market securities such an officers certificate or oral
instructions from an authorized person, specifying with respect to each such
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<PAGE>
purchase: (a) the name of the issuer and the title of the securities, (b) the
number of shares or the principal amount purchased, and accrued interest, if
any, (c) the date of purchase and settlement, (d) the purchase price per unit,
(e) the total amount payable upon such purchase, (f) the name of the person from
whom or the broker through whom the purchase was made and (g) such other
information as shall be necessary for the issuance by the Custodian or a
depository of escrow receipts relating to options purchased by the Fund, if the
issuance of escrow receipts is requested by the officers certificate. The
Custodian shall receive all securities purchased by or for the Fund from the
persons through or from whom the same were purchased, and shall pay out the
monies held for the account of the Fund, the total amount payable upon such
purchase as set forth in such officers certificate or such oral instruments, as
the case may be, provided that the same conforms to the total amount payable as
set forth on such officers certificate or in such oral instructions. The
Custodian may make payment in such forms as shall be satisfactory to it and may
accept securities in accordance with the customs prevailing among dealers.
2. Promptly after each sale of securities by the Fund, the Fund shall
deliver to the Custodian, (i) with respect to each sale of securities which are
not money market securities an officers certificate and (ii) with respect to
each sale of money market securities such an officers certificate or oral
instructions from an authorized person specifying with respect to each such
sale: (a) the name of the issuer and the title of the securities, (b) the number
of shares or principal amount sold, and accrued interest, if any, (c) the date
of sale, (d) the sale price per unit, (e) the total amount payable to the Fund
upon such sale and (f) the name of the broker through whom or the person to whom
the sale was made. The Custodian shall deliver the securities thus designated to
the broker or other person named in such officers certificate upon receipt of
the total amount payable to the Fund as set forth in such officers certificate
or such oral instructions as the case may be, with respect to such sale. The
Custodian may accept payment in such form as shall be satisfactory to it, and
may deliver securities and arrange for payment in accordance with the customs
prevailing among dealers in securities.
IV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. Where the Fund is permitted to lend its portfolio securities and wishes
to lend its portfolio securities, the Fund shall deliver to the Custodian an
officers certificate specifying with respect to each such loan: (a) the name of
the issuer and the title of the securities, (b) the number of shares or the
principal amount loaned, (c) the date of the loan and delivery, (d) the total
amount to be delivered to the Custodian against the loan of the securities
4
<PAGE>
including the amount of cash collateral and the premium, if any, separately
identified and (e) the name of the broker to whom the loan was made. The
Custodian shall deliver the securities thus designated to the broker to whom the
loan was made upon receipt of the total amount designated as to be delivered
against the loan of securities. The Custodian may accept payment only in the
form of immediately available funds or a certified or bank cashier's check
payable to the order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver securities in accordance with the customs prevailing
among dealers in securities.
2. Promptly after each termination of the loan of securities by the Fund,
the Fund shall deliver to the Custodian an officers certificate specifying with
respect to each such loan termination and return of securities: (a) the name of
the issuer and the title of the securities to be returned, (b) the number of
shares or the principal amount to be returned, (c) the date of termination, (d)
the total amount to be delivered by the Custodian (including the cash collateral
for such securities minus any offsetting credits as described in said officers
certificate) and (e) the name of the broker from whom the securities will be
returned. The Custodian shall receive all securities returned from the broker to
whom such securities were loaned and upon receipt thereof shall pay, out of the
monies held for the account of the Fund, the total amount payable upon such
return of securities as set forth in the officers certificate.
V
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of any resolution of its
Board of Trustees, authorizing the declaration of dividends on a monthly,
quarterly, semi-annual, annual or other basis, and authorizing the Custodian to
rely on the oral instructions from an authorized officer of the Fund, setting
forth the date of the declaration of such dividend or distribution, the date of
payment thereof, the record date as of which stockholders entitled to payment
shall be determined, and the amount payable per share to the stockholders of
record as of that date and the total amount payable to the Dividend Agent on the
payment date.
2. Upon the payment date specified in such officers certificate or oral
instructions, the Custodian shall pay out of the monies held for the account of
the Fund the total amount payable to the Dividend Agent for the Fund.
5
<PAGE>
VI
SALE AND REDEMPTION OF CAPITAL STOCK OF THE FUND
1. Whenever the Fund shall sell any shares of its capital stock, it shall
cause to be delivered to the Custodian an officers certificate duly specifying:
(a) The number of shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian for the sale
of such shares.
2. Upon receipt of such money the Custodian shall credit such money into
the account of the Fund.
3. Upon the issuance of any of the capital stock of the Fund in accordance
with the foregoing provisions of this Article, the Custodian shall pay, out of
the money held for the account of the Fund, all original issue or other taxes
required to be paid by the Fund in connection with such issuance upon the
receipt of an officers certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund shall hereafter redeem
any shares of its capital stock, it shall furnish to the Custodian an officers
certificate specifying:
(a) The number of shares of capital stock redeemed; and
(b) The amount to be paid for the shares redeemed.
5. Upon receipt from the Transfer Agent of an advice setting forth the
number of shares received by the Transfer Agent for redemption and that such
shares are valid and in good form for redemption, the Custodian shall make
payment to the Transfer Agent out of the monies held for the account of the
Fund, of the total amount specified in the officers certificate issued pursuant
to the foregoing paragraph 4 of this Article.
VII
CONCERNING THE CUSTODIAN
1. Neither the Custodian nor its nominee shall be liable for any loss or
damage including counsel fees, resulting from its action or omission to act or
otherwise, except for any such loss or damage arising out of its own negligence
or willful misconduct. The Custodian may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel to the Fund or of its own
counsel, at the expense of the Fund, and shall be fully protected with respect
to anything done or omitted by it in good faith in conformity with such advice
or opinion.
6
<PAGE>
2. Without limiting the generality of the foregoing, the Custodian shall be
under no duty or obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any securities purchased by or for
the Fund, the legality of the purchase thereof, or the propriety of the
amount paid therefor;
(b) The legality of the sale of any securities by or for the Fund or
the propriety of the amount for which the same are sold;
(c) The legality of the issue or sale of any shares of the capital
stock of the Fund, or the sufficiency of the amount to be received
therefor;
(d) The legality of the redemption of any shares of the capital stock
of the Fund, or the propriety of the amount to be paid therefor;
(e) The legality of the declaration of any dividend by the Fund or the
legality of the issue of any shares of the Fund's capital stock in payment
of any stock dividend;
(f) The legality of any loan of portfolio securities pursuant to
Article IV of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a
brokerage firm or held by it at any time as a result of such loan of the
portfolio securities of the Fund is adequate collateral for the Fund
against any loss it might sustain as a result of such loan. The Custodian
specifically, but not by way of limitation, shall not be under any duty or
obligation to periodically check or notify the Fund that the amount of such
cash collateral held by it for the Fund is sufficient collateral for the
Fund, but such duty or obligation shall be the sole responsibility of the
Fund. In addition, the Custodian shall be under no duty or obligation to
see that any brokerage firm to whom portfolio securities of the Fund are
lent pursuant to Article IV of this Agreement makes payment to it of any
dividends or interest which are payable to or for the account of the Fund
during the period of such loan or at the termination of such loan, provided
however, that the Custodian shall promptly notify the Fund in the event
that such dividends or interest are not paid and received when due;
(g) The legality of a payment made pursuant to an officers certificate
or, in the case of money market securities, pursuant to oral instructions
of any authorized person.
3. The Custodian shall not be liable for, or considered to be the Custodian
of, any money represented by any check, draft, or other instrument for the
7
<PAGE>
payment of money received by it on behalf of the Fund, until the Custodian
actually receives such money.
4. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount due to the Fund from the Transfer Agent of
the Fund nor to take any action to effect payment or distribution by the
Transfer Agent of the Fund of any amount paid by the Custodian to the Transfer
Agent of the Fund in accordance with this Agreement.
5. The Custodian shall not be under any duty or obligation to take action
to effect collection of any amount, if the securities upon which such amount is
payable are in default or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by
an officers certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.
6. The Custodian may appoint one or more banking institutions, including,
but not limited to, banking institutions located in foreign countries, as
Depository or Depositories or as a Sub-Custodian of securities and monies at any
time owned by the Fund, upon terms and conditions approved in written
instructions from two officers of the Fund.
7. The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it for the account of
the Fund are such as may properly be held by the Fund under the provisions of
its Articles of Incorporation.
8. The Custodian shall be entitled to receive and the Fund agrees to pay to
the Custodian, such compensation as may be agreed upon from time to time between
the Custodian and the Fund. The Custodian may charge such compensation and any
expenses incurred by the Custodian in the performance of its duties pursuant to
such agreement against any money held by it for the account of the Fund. The
Custodian shall also be entitled to charge against any money held by it for the
account of the Fund the amount of any loss, damage, liability or expense,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to, the expenses of
Sub-Custodians and foreign branches of the Custodian incurred in settling
transactions involving the purchase and sale of securities of the Fund.
9. The Custodian shall be entitled to rely upon any officers certificate,
notice or other instrument in writing received by the Custodian and believed by
the Custodian to be genuine and to be signed by two officers of the Fund as
defined in Article IX. The Custodian shall be entitled to rely upon any oral
instructions received by the Custodian pursuant to Article III or V hereof and
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<PAGE>
believed by the Custodian to be genuine and to be given by an authorized person.
The Fund agrees to forward to the Custodian written instructions from an
authorized person confirming such oral instructions in such manner so that such
written instructions are received by the Custodian, whether by hand delivery,
telex or otherwise, by the close of business of the same day that such oral
instructions are given to the Custodian. The Custodian's understanding of any
oral instructions on which it has acted shall be binding on the Fund
notwithstanding receipt by the Custodian of written confirmation of such oral
instructions which is inconsistent with the Custodian's understanding thereof.
The Fund agrees that the fact that such confirming written instructions are not
received by the Custodian shall in no way affect the validity of transactions or
enforceability of the transactions hereby authorized by the Fund. The Fund
agrees that the Custodian shall incur no liability to the Fund in acting upon
oral instructions given to the Custodian hereunder concerning such transactions
provided such instructions reasonably appear to have been received from a duly
authorized person.
VIII
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be no less than 60 days after the date of the giving of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a copy
of a resolution of the Board of Trustees of the Fund, certified by the Secretary
or any Assistant Secretary, electing to terminate this Agreement and designating
a successor custodian or custodians, each of which shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and undivided
profits. In the event such notice is given by the Custodian, the Fund shall, on
or before the termination date, deliver to the Custodian a copy of resolution of
its Board of Trustees, certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the absence of such
designation by the Fund, the Custodian may apply to any court of competent
jurisdiction for the appointment of a successor custodian which shall be a bank
or a trust company having not less than $2,000,000 aggregate capital, surplus
and undivided profits. If the Fund fails to designate a successor custodian, the
Fund shall, upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all securities and monies
then owned by the Fund be deemed to be its own custodian and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement.
2. Upon the date set forth in such notice, this Agreement shall terminate
and the Custodian shall, upon receipt of a notice of acceptance by the successor
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custodian, on that date deliver directly to the successor custodian all
securities and monies then owned by the Fund and held by it as Custodian, after
deducting all fees, expenses and other amounts for the payment or reimbursement
of which it shall be entitled.
IX
MISCELLANEOUS
1. The term "officers certificate" shall mean any notice, instructions or
other instrument in writing, authorized or required by this Agreement to be
given to the Custodian signed by two officers on behalf of the Fund.
2. The term "Officers" shall be deemed to include the President,
Vice-President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer, or any other person or persons duly authorized by the Board
of Trustees to execute any certificate, instruction, notice or other instrument
on behalf of the Fund. The term "securities" shall include, but shall not be
limited to, stocks, bonds, debentures, notices, bankers' acceptances,
certificates of deposit, options, securities covered by options, and money
market instruments.
3. Annexed hereto as Appendix A, is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and the signatures of the present officers of the Fund. The Fund agrees to
notify the Custodian promptly if any such present officer ceases to be an
officer of the Fund, and to furnish the Custodian a new certificate in similar
form in the event other or additional officers as defined in Article IX are
elected or appointed. Until such new certificate shall be received, the
Custodian shall be fully protected in acting under the provisions of this
Agreement upon the signatures of the present officers as set forth in said
annexed certificate or upon the signatures of the present officers as set forth
in subsequently issued certificates.
4. The term "authorized person" shall be deemed to include the Treasurer,
the Secretary or any other persons, whether or not any such person is an officer
or employee of the Fund, duly authorized by the Board of Trustees to execute any
certificate, instruction, notice or other instrument or to deliver oral
instructions on behalf of the Fund.
5. Annexed hereto as Appendix B is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and signatures of the present authorized persons. The Fund agrees to notify the
Custodian promptly if any such present authorized person ceases to be an
authorized person and to furnish to the Custodian a new certificate in similar
10
<PAGE>
form in the event that other or additional authorized persons are elected or
appointed. Until such new certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon oral
instructions or signatures of the present authorized persons as set forth in
said annexed certificate or upon oral instructions or the signatures of the
present authorized persons as set forth in a subsequently issued certificate.
6. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at One
Wall Street, New York, New York 10015, Attn: Institutional Custody
Administration Department or at such other place as the Custodian may from time
to time designate in writing.
7. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office, at 120 Wall Street, New
York, New York 10005, or at such other place as the Fund may from time to time
designate in writing.
8. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties with the same formality as this
Agreement, and authorized and approved by a resolution of the Board of Trustees
of the Fund.
9. The term "money market security" shall be deemed to include, but not be
limited to, debt obligations issued or guaranteed as to interest and principal
by the Government of the United States or agencies or instrumentalities thereof,
bank deposits, certificates of deposit, commercial paper and bankers'
acceptances, where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale.
10. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Custodian and shall not be assignable by the Custodian without the
written consent of the Fund, authorized or approved by a resolution of its Board
of Directors.
11. Notwithstanding any provision of law to the contrary, the Custodian
hereby severally waives any right to enforce this Agreement against the
individual and separate assets of any shareholder of the Fund or of any other
series of First Investors U.S. Government Plus Fund.
11
<PAGE>
12. This Agreement shall be construed in accordance with the laws of the
State of New York.
13. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original but such counterparts shall, together,
constitute only one instrument.
14. The term "written instructions" shall mean written communications by
telex or any other such system whereby the receiver of such communications is
able to verify by codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communications.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunder duly authorized and
their respective corporate seals to be hereunto affixed as of the day and year
first above written.
FIRST INVESTORS U.S. GOVERNMENT
PLUS FUND, THIRD SERIES
By: /s/ Andrew J. Donohue
--------------------------------
Andrew J. Donohue, President
ATTEST:
/s/ C. Durso
- --------------------------------
Concetta Durso, Secretary
IRVING TRUST COMPANY
By: /s/ Mary C. O'Sullivan
--------------------------------
Mary C. O'Sullivan
Vice President
ATTEST:
/s/ Maria P. Fernandes
- --------------------------------
Maria P. Fernandes
Assistant Secretary
12
SUPPLEMENT
TO
CUSTODIAN AGREEMENT
This Supplement is added to and forms a part of the Custodian Agreement
between First Investors U.S. Government Plus Fund (the "Fund") and The Bank of
New York, as successor-in-interest to Irving Trust Company (the "Custodian")
dated* (the "Agreement"). All defined terms used herein shall have the meanings
ascribed to them in the Agreement.
1. If the Custodian in its sole discretion advances Funds on behalf of the
Fund or any series thereof which results in an overdraft because the moneys held
by the Custodian in the separate account for the Fund or such series shall be
insufficient to pay the total amount payable upon a purchase of securities
specifically allocated to the Fund or such series, as set forth in an officer's
certificate, oral instructions or written instructions, or which results in an
overdraft in the separate account of the Fund or such series for some other
reason, or if the Fund or such series is indebted to The Bank of New York as the
issuer of any letter of credit on behalf of the Fund or such series, such
overdraft or indebtedness shall be deemed to be a loan made by the Custodian to
the Fund (allocated to the appropriate series, if any) payable on demand and
shall bear interest from the date incurred at a rate per annum (based on a
360-day year for the actual number of days involved) equal to the Federal Funds
Rate in effect from time to time plus 1%, such rate to be adjusted on the
effective date of any change in the Federal Funds Rate, but in no event to be
less than 6% per annum. Promptly upon the occurrence of any overdraft, the
Custodian will notify the Fund of the amount of such overdraft and the series to
which it relates. In addition, the Fund hereby agrees that the Custodian shall
have a continuing lien and security interest in and to any property of the Fund
or specifically allocated the Fund's series (if applicable) at any time held by
it for the benefit of the Fund or such series or in which the Fund may have an
interest which is then in the Custodian's possession or control or in possession
or control of any third party acting in the Custodian's behalf. If, one business
day after the Custodian has demanded repayment of any overdraft or indebtedness,
the Fund fails to pay the same in full, the Custodian shall be entitled, in its
sole discretion, at any time to charge any outstanding overdraft or indebtedness
together with interest due thereon against any balance of account standing to
the Fund's or the appropriate series' credit on the Custodian's books.
* First Series - October 23, 1985
Second Series - January 16, 1986
Third Series - April 1, 1986
- 1 -
<PAGE>
2. The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the Custodian)
for which it borrows money for investment or for temporary or emergency purposes
using securities held by the Custodian hereunder as collateral for such
borrowings, a notice or undertaking in the form currently employed by any such
bank setting forth the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall promptly deliver to
the Custodian an officer's certificate specifying with respect to each such
borrowing: (a) the series to which such borrowing relates (if applicable); (b)
the name of the bank, (c) the amount and terms of the borrowing, which may be
set forth by incorporating by reference an attached promissory not, duly
endorsed by the Fund, or other loan agreement, (d) the time and date, if known,
on which the loan is to be entered into, (e) the date on which the loan becomes
due and payable, (f) the total amount payable to the Fund on the borrowing date,
(g) the market value of securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or the
principal amount of any particular securities, and (h) a statement specifying
whether such loan is for investment purposes or for temporary or emergency
purposes and that such loan is in conformance with the Investment Company Act of
1940 and the Fund's prospectus. The Custodian shall deliver on the borrowing
date specified in an officer's certificate the specified collateral and the
executed promissory note, if any, against delivery by the lending bank of the
total amount of the loan payable, provided that the same conforms to the total
amount payable as set forth in the officer's certificate. The Custodian may, at
the option of the lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending bank by
virtue of any promissory note or loan agreement. The Custodian shall deliver
such securities as additional collateral as may be specified in an officer's
certificate to collateralize further any transaction described in this
paragraph. If the Custodian keeps the collateral in its possession, it shall
release such collateral as may be specified in a notice or undertaking in the
form currently used by the lending bank, provided that the same conforms to the
total amount set forth in an officer's certificate. The Fund shall cause all
securities released from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund fails to specify
in an officer's certificate the series (if applicable), the name of the issuer,
the title and number of shares or the principal amount of any particular
securities to be delivered as collateral by the Custodian, the Custodian shall
not be under any obligation to deliver any securities.
- 2 -
<PAGE>
3. This Supplement shall be effective as of the date hereof upon execution
by the parties hereto, and any reference to the Agreement shall be a reference
to the Agreement as supplemented hereby.
4. In the event of any conflict between the provisions of the Agreement and
the provisions of this Supplement, the provisions of this Supplement shall
control.
5. With respect to any obligations of the Fund on behalf of a series
arising out of this agreement, including, without limitation, the obligations
arising under this Supplement, the Custodian shall look for payment or
satisfaction of any obligation solely to the assets and property of the series
to which such obligation relates as though the Fund had separately contracted
with the Custodian by separate written instrument with respect to each series.
6. Notwithstanding the provisions of any applicable law, including without
limitation the Uniform Commercial Code, the remedy set forth in this Section 1
shall be the only right or remedy to which the Custodian is entitled with
respect to the lien and security interest granted pursuant to this Section 1.
Without limiting the foregoing, the Custodian hereby waives and relinquishes all
contractual and common law rights of set off to which it may now or hereafter be
or become entitled with respect to any obligations of the Fund to the Custodian
arising under the Supplement.
IN WITNESS WHEREOF, the parties hereto have executed this SUPPLEMENT as of
the date first above written.
First Investors U.S. Government
Plus Fund
By: /s/C. Durso
-----------------
Title: Vice President & Secretary
ATTEST:
/s/Susan I. Grant
- ---------------------
THE BANK OF NEW YORK
By: /s/S. Grunston
-----------------
Title: Vice President
ATTEST:
/s/Octavio Cabrero
- ---------------------
- 3 -
ADMINISTRATION AGREEMENT
This Agreement, dated as of the 7th of November, 1985, made by and between
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND, FIRST SERIES (the Fund), the first
series of a Massachusetts business trust; FIRST INVESTORS MANAGEMENT COMPANY,
INC. (FIMCO), a corporation duly organized and existing under the laws of the
State of New York; FIRST INVESTORS CORPORATION (FIC), a corporation duly
organized and existing under the laws of the State of New York; ADMINISTRATIVE
DATA MANAGEMENT CORP. (ADM), a corporation duly organized and existing under the
laws of the State of New York.
WITNESSETH THAT:
WHEREAS, FIMCO and FIC are the national distributors of the shares of the
Fund; and
WHEREAS, ADM has agreed to act as transfer agent of the Fund, as its
dividend disbursing agent, and as administrator of the Dividend Reinvestment,
Share Accumulation and Systematic Withdrawal Accounts of the Fund, and ADM also
agreed to act for the Fund in other respects as hereinafter stated; and
WHEREAS, the parties hereto desire to set forth certain terms relating to
the activities of ADM under this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
THE TRANSFER AGENCY
Section 1. The Fund hereby appoints ADM as its transfer agent, and ADM
accepts such appointment and agrees to act in such capacity upon the terms set
forth in this Agreement.
Section 2. ADM will maintain stock registry records in the usual form in
which it will note the issuance and redemption of Shares and the issuance and
transfer of Share Certificates, and is also authorized to maintain an account
entitled Unissued Share Certificate Account in which it will record the Shares
and fractions issued and outstanding from time to time for which issuance of
Share Certificates is deferred. ADM is also authorized to keep records, which
will be part of the stock transfer records, as well as its records of the Plans,
in which it will note the names and registered addresses of Planholders, and the
number of shares and fractions from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder or Planholder whether he
holds one or more Share Certificates or owns Shares held under one or more
-1-
<PAGE>
Plans, or whether he holds or owns Shares by both methods, will be assigned a
single account number.
Section 3. Whenever Shares are purchased for Planholders, the Fund
authorizes ADM to dispense with the issuance and countersignature of Share
Certificates. In such case ADM, as transfer agent, shall merely note on its
stock registry records the issuance of the Shares and fractions, (if any), shall
credit the Unissued Share Certificate Account with the Shares and fractions to
the respective Planholders. Likewise, whenever ADM has occasion to surrender for
redemption Shares and fractions owned by Planholders, it shall be unnecessary to
issue Share Certificates for redemption purposes. The Fund authorizes ADM in
such cases to process the transactions by appropriate entries in its stock
transfer records, and debiting of the Unissued Share Certificate Account and the
record of issued Shares outstanding. Whenever Planholders are entitled to the
issuance of Share Certificates for Shares held under Plans, the Fund authorizes
ADM as transfer agent, to countersign Share Certificates for issuance and
delivery, and to debit the Unissued Certificate Account.
Section 4. ADM in its capacity as transfer agent will, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock transfer agent for a corporation. It will countersign for issuance or
reissuance of Share Certificates representing original issue or reissued
treasury Shares as directed by the Written Instructions of the Fund, and will
transfer Share Certificates registered in the name of Shareholders from one
Shareholder to another in the usual manner. ADM may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned,
or executed by a duly authorized person or persons, or upon the instructions of
any Officer of the Fund, or upon the advice of counsel for the Fund or for ADM.
ADM may record any transfer of Share Certificates which is believed by it in
good faith to have been duly authorized or may refuse to record any transfer of
Share Certificates if in good faith ADM in its capacity as transfer agent deems
such refusal necessary in order to avoid any liability either to the Fund or
ADM. The Fund agrees to indemnify and hold harmless ADM from and against any and
all losses, costs, claims and liability which it may suffer or incur by reason
of so relying or acting or refusing to act in good faith.
THE DIVIDEND DISBURSEMENT AGENCY
Section 5. Upon declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Fund, the Fund shall notify ADM of
the date of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment date, and the
-2-
<PAGE>
reinvestment date, the price for which is to be used to purchase Shares for
reinvestment.
Section 6. On or before each payment date, the Fund will transfer, or cause
the Custodian to transfer, to ADM in its capacity as dividend disbursing agent,
the total amount of the dividend or distribution currently payable and ADM in
such capacity will on the designated payment date mail distribution checks to
the Shareholders for the proper amounts payable to them except as follows:
(a) Dividends and capital gains distributions directed to be reinvested
under Plans will be transferred to ADM in its capacity as administrator for
application as provided in Section 11.
ADMINISTRATION OF THE PLANS
Section 7. The Fund, FIMCO and FIC hereby appoint ADM as administrator of
the Plans, and ADM accepts such appointment and agrees to act in such capacity
upon the terms set forth in this Agreement. As provided Section 2, ADM will
maintain records, which will be part of the stock registry records as well as
its records of the administration of the Plans, in which it will note the
transactions effected for the respective Planholders and the number of Shares
and fractions from time to time owned by them for which no Share Certificates
are outstanding.
Section 8. FIMCO, FIC and the Fund will from time to time keep ADM fully
informed of the names of all Planholders who are entitled to purchase Shares at
reduced offering prices and of the respective prices which are applicable to
each of such Planholders. ADM may conclusively rely on such information in
placing orders for Shares on behalf of Planholders.
Section 9. It will be the practice of ADM to process payments by
planholders received by its mutual funds department in acceptable form until the
time of the closing of the New York Stock Exchange on each day on which said
exchange is open since the same time on the prior business day in which said
exchange was open, and to obtain from FIMCO, FIC or the Fund a quotation (on
which it may conclusively rely) as of the close of the said exchange. ADM will
proceed to calculate the amount available for investment in Shares at the public
offering price so quoted, (and, if applicable), the amounts to be invested as
between commissions of dealers, shares of FIMCO, or FIC and net asset value to
be deposited with the Custodian. ADM while the public offering price so quoted
is still in effect, will, as agent for sundry Planholders, place an order with
FIMCO or FIC for the proper number of Shares and fractions, will advise FIMCO or
FIC of the breakdown of the total purchase price as between discount of dealers,
-3-
<PAGE>
shares of FIMCO or FIC and net asset value and will confirm said figures to
FIMCO or FIC in writing.
Section 10. ADM will thereupon set aside the commissions of dealers, and
share of FIMCO and FIC and will pay over the balance available (net asset value)
to the custodian and will furnish said custodian with the Statements required by
the Custodian Agreement. Said Custodian will deposit the net asset value in the
Principal Account under the Custodian Agreement. ADM will credit the Bank's
account of FIMCO or FIC for its share. The proper number of Shares and fractions
will then be issued and credited to the Unissued Certificate Account, and the
Shares and fractions purchased for each Planholder will be credited to his
separate account. ADM will thereupon mail to each Planholder a confirmation of
the purchase, with copies to the Fund and the proper dealers, if the Fund so
requests. Such confirmation will show the prior and new share balance, the
Shares held under the Plans and Shares (if any) for which Stock Certificates are
outstanding, the amount invested, the price paid and other data.
ADM will remit commissions to the proper dealers weekly or at other
convenient intervals, as agreed upon between the Fund and ADM.
Section 11. As and when the Fund declares dividends or capital gains
distributions, it will promptly quote to ADM the net asset value per share at
the close of business in the reinvestment date, whereupon as soon as it can
calculate the total of such dividend or distributions it will receive for
reinvestment, ADM will advise the Fund of the amount which will be available for
reinvestment on the payment date and the number of Shares and fractions to be
issued. Upon receipt of the amount of the dividends or distributions to be
reinvested under Plans, ADM will pay over such amount to the Custodian for
deposit in the Principal Account under the Custodian Agreement, whereupon the
Shares and fractions purchased for the Plans will be issued pursuant to a
Statement of ADM and will be credited to the Unissued Certificate Account. ADM
will credit the Shares and fractions so purchased to the separate accounts
maintained for the respective Planholders, and will promptly mail to each
Planholder a confirmation of the purchase, with a copy to the Fund, showing the
prior and new share balance.
Section 12. Whenever a Shareholder shall deposit Shares represented by
Share Certificates in an investment plan or systematic withdrawal plan or other
plan permitting deposit of Shares thereunder, ADM as transfer agent is
authorized upon receipt of Share Certificates registered in the name of the
Shareholder, or if not so registered in due form for transfer, to cancel such
Share Certificates, to debit the individual stock accounts and to credit the
Shares to the Unissued Certificate Account. ADM as plan administrator will
-4-
<PAGE>
credit the Shares to be deposited to the proper plan accounts. In the event that
a Planholder shall desire to deposit under a systematic withdrawal plan Shares
held in an investment plan or other like plan, ADM will accomplish such deposit
by proper debiting and crediting of plan accounts.
Section 13. ADM will administer the systematic withdrawal plans for the
Planholders. ADM will note in such accounts the share balances from time to
time, the additional Shares purchased with the reinvested dividends and
distributions, and the Shares redeemed to provide the withdrawal payments.
Confirmations will be mailed to the Planholders reflecting each transaction,
with copies to the Fund.
Section 14. Whenever ADM shall have received requests from Planholders to
redeem Shares and remit proceeds, or whenever ADM is required to redeem Shares
to make withdrawal payments under systematic withdrawal plans or the like, ADM
will advise the Fund that it has Shares for redemption, stating the number of
Shares and fractions to be redeemed. The Fund will then quote to ADM the
applicable net asset value of redemption price, whereupon ADM will furnish the
Fund with an appropriate confirmation of the redemption and will process the
redemption by filing with the Custodian an appropriate statement of ADM as may
be required by the Custodian Agreement. The Custodian shall be authorized to pay
over to ADM as administrator, the total redemption price stated in the Statement
of ADM for proper distribution and application. The stock registry books
recording outstanding Shares, the Unissued Certificate Account and the
individual accounts of the Shareholders shall be properly debited.
Section 15. The practices and procedures of ADM and the Fund above outlined
in Sections 7 to 14, inclusive, may be altered or modified from time to time as
may be mutually agreed by the parties to this Agreement, so long as the intent
and purposes of the Plans, as stated from time to time in the prospectus of the
Fund, are observed. For special cases, the parties hereto may adopt such
procedures as may be appropriate or practical under the circumstances and ADM
may conclusively assume that any special procedure which has been approved by
the Fund, does not conflict with or violate any requirements of its Declaration
of Trust, ByLaws or prospectus, or any rule, regulation or requirement of any
regulatory body.
Section 16. ADM in acting for Planholders, or in any other capacity set
forth in this Agreement, shall incur no liability for any actions taken or
omitted in good faith, nor shall ADM be personally liable for any taxes,
assessments or governmental charges which may be levied or assessed on any basis
whatsoever in connection with the administration of the Plans, excepting only
-5-
<PAGE>
for taxes assessed against it in its corporate capacity out of its compensation
hereunder.
MISCELLANEOUS
Section 17. In addition to the services as transfer agent, dividend
disbursing agent and administrator as above set forth, ADM will perform other
services for the Fund as agreed from time to time, including but not limited to
preparation of Federal 1099 forms, mailing of quarterly and semi-annual reports
of the Fund, preparation of one annual list of Shareholders, and preparing
notices of Shareholders meeting, proxies and proxy statements.
Section 18. The Fund, FIMCO and FIC agree to pay ADM compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such schedule approved by the
Fund, FIMCO FIC and ADM. Said payments and reimbursements shall be allocated
between the Fund, FIMCO and FIC as they may agree.
Section 19. ADM may from time to time in its sole discretion delegate some
or all of its duties hereunto to any affiliate(s) which shall perform such
functions as the agent of ADM. To the extent of such delegation, the term "ADM"
in this Agreement shall be deemed to refer to both ADM and such affiliate(s) or
either of them, as the context may indicate.
Section 20. Nothing contained in this Agreement is intended to or shall
require ADM, in any capacity hereunder to perform any functions or duties on any
holiday or other day of special observance on which ADM is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
the Bank are open.
Section 21. All terms used herein, which are defined in the Custodian
Agreement, shall have the same meanings as set forth therein. In addition, the
following terms as used in this Agreement shall have the meaning set forth below
unless the context otherwise requires:
Plan: The term Plan shall include such Dividend Reinvestment Accounts,
Share Accumulation Accounts, Systematic Withdrawal Plans and other types of
plans or accounts in form acceptable to ADM, which the Fund may from time to
time adopt and make available to its Shareholders, including plans or accounts
adopted for pension and profit sharing plans established by self-employed
individuals, partnerships, individuals, corporations and not for profit
organizations.
-6-
<PAGE>
Planholder: The term Planholder shall mean a Shareholder who at the time of
reference is participating in a Plan.
Section 22. This Agreement may be terminated by any party to this Agreement
by giving at least sixty (60) days advance written notice stating when
thereafter such termination shall be effective. Such termination shall only be
effective with respect to the rights, obligations and duties as between the non-
terminating parties. In case such notice of termination is given by either ADM
or the Fund, the Board of Trustee of the Fund shall, by resolution duly adopted,
promptly appoint a successor to ADM, to serve upon the terms set forth in this
Agreement as then amended and supplemented. Unless and until a successor to ADM
has been appointed as above, provided ADM shall continue to perform according to
the terms of this Agreement and shall be entitled to receive all the payments
and reimbursement to which it is entitled under this Agreement.
Section 23. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 24. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided however
that this Agreement shall not be assignable by the Fund without the written
consent of the Fund, authorized or approved by a resolution of its Board of
Directors.
Section 25. Notwithstanding any provision of law to the contrary, FIMCO,
FIC and ADM hereby severally waive any right to enforce this Agreement against
the individual and separate assets of any shareholders of the Fund, or of any
other series of First Investors U.S. Government Plus Fund.
Section 26. This Agreement shall be governed by the laws of the State of
New York.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and the year first above written.
ATTEST: FIRST INVESTORS U.S. GOVERNMENT PLUS
FUND, FIRST SERIES
/s/ C. Durso BY: /s/ Andrew J. Donohue
- ----------------------------- ------------------------------
Concetta Durso, Secretary Andrew J. Donohue, President
[Seal]
ATTEST: FIRST INVESTORS MANAGEMENT COMPANY,
INC.
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ----------------------------- ------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
ATTEST: FIRST INVESTORS CORPORATION
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ----------------------------- ------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
ATTEST: ADMINISTRATIVE DATA MANAGEMENT CORP.
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ----------------------------- ------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
-8-
<PAGE>
ADMINISTRATION AGREEMENT
SCHEDULE A
Compensation and charges of Administrative Data Management Corp. for
services as Transfer Agent, Dividend Disbursing Agent and Plan Administration,
and for other services under the Administration Agreement.
Opening New Account $5.00 for each account
Processing Payments $0.75 for each payment*
Processing Share Certificates $3.00 per certificate issued
General Account Maintenance $0.65 per account per month
Legal Transfers of Shares $10.00 per transfer
Dividend Processing $0.45 per account per dividend
declared
Partial Withdrawals and
Complete Liquidations $5.00 per transaction
Reports Required by
Governmental Authorities $1.00 for each account
Exchange Fee $5.00 for each exchange of shares
into a Fund
Systematic Withdrawal Plans $1.00 for each SWP check*
OUT-OF-POCKET EXPENSES: In addition to the above charges, the Fund, First
Investors Management Company, Inc. or First Investors Corporation shall
reimburse Administrative Data Management Corp. for all out-of-pocket costs
including but not limited to postage, insurance, forms relating to shareholders
of the Fund, envelopes and other similar items, and will also reimburse
Administrative Data Management Corp. for counsel fees, including fees for the
preparation of the Administration Agreement and review of prospectus and
application forms.
THE ABOVE FEES AND OUT-OF-POCKET EXPENSES APPLY TO THE FOLLOWING FUNDS:
FIRST INVESTORS FUND FOR INCOME, INC., FIRST INVESTORS GLOBAL FUND, INC., FIRST
INVESTORS GOVERNMENT FUND, INC., FIRST INVESTORS HIGH YIELD FUND, INC., FIRST
INVESTORS INSURED TAX EXEMPT FUND, INC., FIRST INVESTORS MULTI- STATE INSURED
TAX FREE FUND, FIRST INVESTORS NEW YORK INSURED TAX FREE FUND, INC., FIRST
INVESTORS SERIES FUND, FIRST INVESTORS SERIES FUND II, INC., FIRST INVESTORS
U.S. GOVERNMENT PLUS FUND - 1st, 2nd & 3rd SERIES, EXECUTIVE INVESTORS TRUST
* Administrative Data Management Corp. (ADM) bills the Fund. ADM is then paid
by the Fund, after which FIMCO reimburses the Fund.
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ADMINISTRATION AGREEMENT
This Agreement, dated as of the 16th of January, 1986, made by and between
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND, SECOND SERIES (the Fund), the second
series of a Massachusetts business trust; FIRST INVESTORS MANAGEMENT COMPANY,
INC. (FIMCO), a corporation duly organized and existing under the laws of the
State of New York; FIRST INVESTORS CORPORATION (FIC), a corporation duly
organized and existing under the laws of the State of New York; ADMINISTRATIVE
DATA MANAGEMENT CORP. (ADM), a corporation duly organized and existing under the
laws of the State of New York.
WITNESSETH THAT:
WHEREAS, FIMCO and FIC are the national distributors of the shares of the
Fund; and
WHEREAS, ADM has agreed to act as transfer agent of the Fund, as its
dividend disbursing agent, and as administrator of the Dividend Reinvestment,
Share Accumulation and Systematic Withdrawal Accounts of the Fund, and ADM also
agreed to act for the Fund in other respects as hereinafter stated; and
WHEREAS, the parties hereto desire to set forth certain terms relating to
the activities of ADM under this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
THE TRANSFER AGENCY
Section 1. The Fund hereby appoints ADM as its transfer agent, and ADM
accepts such appointment and agrees to act in such capacity upon the terms set
forth in this Agreement.
Section 2. ADM will maintain stock registry records in the usual form in
which it will note the issuance and redemption of Shares and the issuance and
transfer of Share Certificates, and is also authorized to maintain an account
entitled Unissued Share Certificate Account in which it will record the Shares
and fractions issued and outstanding from time to time for which issuance of
Share Certificates is deferred. ADM is also authorized to keep records, which
will be part of the stock transfer records, as well as its records of the Plans,
in which it will note the names and registered addresses of Planholders, and the
number of shares and fractions from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder or Planholder whether he
holds one or more Share Certificates or owns Shares held under one or more
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<PAGE>
Plans, or whether he holds or owns Shares by both methods, will be assigned a
single account number.
Section 3. Whenever Shares are purchased for Planholders, the Fund
authorizes ADM to dispense with the issuance and countersignature of Share
Certificates. In such case ADM, as transfer agent, shall merely note on its
stock registry records the issuance of the Shares and fractions, (if any), shall
credit the Unissued Share Certificate Account with the Shares and fractions to
the respective Planholders. Likewise, whenever ADM has occasion to surrender for
redemption Shares and fractions owned by Planholders, it shall be unnecessary to
issue Share Certificates for redemption purposes. The Fund authorizes ADM in
such cases to process the transactions by appropriate entries in its stock
transfer records, and debiting of the Unissued Share Certificate Account and the
record of issued Shares outstanding. Whenever Planholders are entitled to the
issuance of Share Certificates for Shares held under Plans, the Fund authorizes
ADM as transfer agent, to countersign Share Certificates for issuance and
delivery, and to debit the Unissued Certificate Account.
Section 4. ADM in its capacity as transfer agent will, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock transfer agent for a corporation. It will countersign for issuance or
reissuance of Share Certificates representing original issue or reissued
treasury Shares as directed by the Written Instructions of the Fund, and will
transfer Share Certificates registered in the name of Shareholders from one
Shareholder to another in the usual manner. ADM may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned,
or executed by a duly authorized person or persons, or upon the instructions of
any Officer of the Fund, or upon the advice of counsel for the Fund or for ADM.
ADM may record any transfer of Share Certificates which is believed by it in
good faith to have been duly authorized or may refuse to record any transfer of
Share Certificates if in good faith ADM in its capacity as transfer agent deems
such refusal necessary in order to avoid any liability either to the Fund or
ADM. The Fund agrees to indemnify and hold harmless ADM from and against any and
all losses, costs, claims and liability which it may suffer or incur by reason
of so relying or acting or refusing to act in good faith.
THE DIVIDEND DISBURSEMENT AGENCY
Section 5. Upon declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Fund, the Fund shall notify ADM of
the date of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment date, and the
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<PAGE>
reinvestment date, the price for which is to be used to purchase Shares for
reinvestment.
Section 6. On or before each payment date, the Fund will transfer, or cause
the Custodian to transfer, to ADM in its capacity as dividend disbursing agent,
the total amount of the dividend or distribution currently payable and ADM in
such capacity will on the designated payment date mail distribution checks to
the Shareholders for the proper amounts payable to them except as follows:
(a) Dividends and capital gains distributions directed to be reinvested
under Plans will be transferred to ADM in its capacity as administrator for
application as provided in Section 11.
ADMINISTRATION OF THE PLANS
Section 7. The Fund, FIMCO and FIC hereby appoint ADM as administrator of
the Plans, and ADM accepts such appointment and agrees to act in such capacity
upon the terms set forth in this Agreement. As provided Section 2, ADM will
maintain records, which will be part of the stock registry records as well as
its records of the administration of the Plans, in which it will note the
transactions effected for the respective Planholders and the number of Shares
and fractions from time to time owned by them for which no Share Certificates
are outstanding.
Section 8. FIMCO, FIC and the Fund will from time to time keep ADM fully
informed of the names of all Planholders who are entitled to purchase Shares at
reduced offering prices and of the respective prices which are applicable to
each of such Planholders. ADM may conclusively rely on such information in
placing orders for Shares on behalf of Planholders.
Section 9. It will be the practice of ADM to process payments by
planholders received by its mutual funds department in acceptable form until the
time of the closing of the New York Stock Exchange on each day on which said
exchange is open since the same time on the prior business day in which said
exchange was open, and to obtain from FIMCO, FIC or the Fund a quotation (on
which it may conclusively rely) as of the close of the said exchange. ADM will
proceed to calculate the amount available for investment in Shares at the public
offering price so quoted, (and, if applicable), the amounts to be invested as
between commissions of dealers, shares of FIMCO, or FIC and net asset value to
be deposited with the Custodian. ADM while the public offering price so quoted
is still in effect, will, as agent for sundry Planholders, place an order with
FIMCO or FIC for the proper number of Shares and fractions, will advise FIMCO or
FIC of the breakdown of the total purchase price as between discount of dealers,
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<PAGE>
shares of FIMCO or FIC and net asset value and will confirm said figures to
FIMCO or FIC in writing.
Section 10. ADM will thereupon set aside the commissions of dealers, and
share of FIMCO and FIC and will pay over the balance available (net asset value)
to the custodian and will furnish said custodian with the Statements required by
the Custodian Agreement. Said Custodian will deposit the net asset value in the
Principal Account under the Custodian Agreement. ADM will credit the Bank's
account of FIMCO or FIC for its share. The proper number of Shares and fractions
will then be issued and credited to the Unissued Certificate Account, and the
Shares and fractions purchased for each Planholder will be credited to his
separate account. ADM will thereupon mail to each Planholder a confirmation of
the purchase, with copies to the Fund and the proper dealers, if the Fund so
requests. Such confirmation will show the prior and new share balance, the
Shares held under the Plans and Shares (if any) for which Stock Certificates are
outstanding, the amount invested, the price paid and other data.
ADM will remit commissions to the proper dealers weekly or at other
convenient intervals, as agreed upon between the Fund and ADM.
Section 11. As and when the Fund declares dividends or capital gains
distributions, it will promptly quote to ADM the net asset value per share at
the close of business in the reinvestment date, whereupon as soon as it can
calculate the total of such dividend or distributions it will receive for
reinvestment, ADM will advise the Fund of the amount which will be available for
reinvestment on the payment date and the number of Shares and fractions to be
issued. Upon receipt of the amount of the dividends or distributions to be
reinvested under Plans, ADM will pay over such amount to the Custodian for
deposit in the Principal Account under the Custodian Agreement, whereupon the
Shares and fractions purchased for the Plans will be issued pursuant to a
Statement of ADM and will be credited to the Unissued Certificate Account. ADM
will credit the Shares and fractions so purchased to the separate accounts
maintained for the respective Planholders, and will promptly mail to each
Planholder a confirmation of the purchase, with a copy to the Fund, showing the
prior and new share balance.
Section 12. Whenever a Shareholder shall deposit Shares represented by
Share Certificates in an investment plan or systematic withdrawal plan or other
plan permitting deposit of Shares thereunder, ADM as transfer agent is
authorized upon receipt of Share Certificates registered in the name of the
Shareholder, or if not so registered in due form for transfer, to cancel such
Share Certificates, to debit the individual stock accounts and to credit the
Shares to the Unissued Certificate Account. ADM as plan administrator will
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<PAGE>
credit the Shares to be deposited to the proper plan accounts. In the event that
a Planholder shall desire to deposit under a systematic withdrawal plan Shares
held in an investment plan or other like plan, ADM will accomplish such deposit
by proper debiting and crediting of plan accounts.
Section 13. ADM will administer the systematic withdrawal plans for the
Planholders. ADM will note in such accounts the share balances from time to
time, the additional Shares purchased with the reinvested dividends and
distributions, and the Shares redeemed to provide the withdrawal payments.
Confirmations will be mailed to the Planholders reflecting each transaction,
with copies to the Fund.
Section 14. Whenever ADM shall have received requests from Planholders to
redeem Shares and remit proceeds, or whenever ADM is required to redeem Shares
to make withdrawal payments under systematic withdrawal plans or the like, ADM
will advise the Fund that it has Shares for redemption, stating the number of
Shares and fractions to be redeemed. The Fund will then quote to ADM the
applicable net asset value of redemption price, whereupon ADM will furnish the
Fund with an appropriate confirmation of the redemption and will process the
redemption by filing with the Custodian an appropriate statement of ADM as may
be required by the Custodian Agreement. The Custodian shall be authorized to pay
over to ADM as administrator, the total redemption price stated in the Statement
of ADM for proper distribution and application. The stock registry books
recording outstanding Shares, the Unissued Certificate Account and the
individual accounts of the Shareholders shall be properly debited.
Section 15. The practices and procedures of ADM and the Fund above outlined
in Sections 7 to 14, inclusive, may be altered or modified from time to time as
may be mutually agreed by the parties to this Agreement, so long as the intent
and purposes of the Plans, as stated from time to time in the prospectus of the
Fund, are observed. For special cases, the parties hereto may adopt such
procedures as may be appropriate or practical under the circumstances and ADM
may conclusively assume that any special procedure which has been approved by
the Fund, does not conflict with or violate any requirements of its Declaration
of Trust, ByLaws or prospectus, or any rule, regulation or requirement of any
regulatory body.
Section 16. ADM in acting for Planholders, or in any other capacity set
forth in this Agreement, shall incur no liability for any actions taken or
omitted in good faith, nor shall ADM be personally liable for any taxes,
assessments or governmental charges which may be levied or assessed on any basis
whatsoever in connection with the administration of the Plans, excepting only
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<PAGE>
for taxes assessed against it in its corporate capacity out of its compensation
hereunder.
MISCELLANEOUS
Section 17. In addition to the services as transfer agent, dividend
disbursing agent and administrator as above set forth, ADM will perform other
services for the Fund as agreed from time to time, including but not limited to
preparation of Federal 1099 forms, mailing of quarterly and semi-annual reports
of the Fund, preparation of one annual list of Shareholders, and preparing
notices of Shareholders meeting, proxies and proxy statements.
Section 18. The Fund, FIMCO and FIC agree to pay ADM compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such schedule approved by the
Fund, FIMCO FIC and ADM. Said payments and reimbursements shall be allocated
between the Fund, FIMCO and FIC as they may agree.
Section 19. ADM may from time to time in its sole discretion delegate some
or all of its duties hereunto to any affiliate(s) which shall perform such
functions as the agent of ADM. To the extent of such delegation, the term "ADM"
in this Agreement shall be deemed to refer to both ADM and such affiliate(s) or
either of them, as the context may indicate.
Section 20. Nothing contained in this Agreement is intended to or shall
require ADM, in any capacity hereunder to perform any functions or duties on any
holiday or other day of special observance on which ADM is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
the Bank are open.
Section 21. All terms used herein, which are defined in the Custodian
Agreement, shall have the same meanings as set forth therein. In addition, the
following terms as used in this Agreement shall have the meaning set forth below
unless the context otherwise requires:
Plan: The term Plan shall include such Dividend Reinvestment Accounts,
Share Accumulation Accounts, Systematic Withdrawal Plans and other types of
plans or accounts in form acceptable to ADM, which the Fund may from time to
time adopt and make available to its Shareholders, including plans or accounts
adopted for pension and profit sharing plans established by self-employed
individuals, partnerships, individuals, corporations and not for profit
organizations.
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<PAGE>
Planholder: The term Planholder shall mean a Shareholder who at the time of
reference is participating in a Plan.
Section 22. This Agreement may be terminated by any party to this Agreement
by giving at least sixty (60) days advance written notice stating when
thereafter such termination shall be effective. Such termination shall only be
effective with respect to the rights, obligations and duties as between the non-
terminating parties. In case such notice of termination is given by either ADM
or the Fund, the Board of Trustee of the Fund shall, by resolution duly adopted,
promptly appoint a successor to ADM, to serve upon the terms set forth in this
Agreement as then amended and supplemented. Unless and until a successor to ADM
has been appointed as above, provided ADM shall continue to perform according to
the terms of this Agreement and shall be entitled to receive all the payments
and reimbursement to which it is entitled under this Agreement.
Section 23. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 24. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided however
that this Agreement shall not be assignable by the Fund without the written
consent of the Fund, authorized or approved by a resolution of its Board of
Directors.
Section 25. Notwithstanding any provision of law to the contrary, FIMCO,
FIC and ADM hereby severally waive any right to enforce this Agreement against
the individual and separate assets of any shareholders of the Fund, or of any
other series of First Investors U.S. Government Plus Fund.
Section 26. This Agreement shall be governed by the laws of the State of
New York.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and the year first above written.
ATTEST: FIRST INVESTORS U.S. GOVERNMENT PLUS
FUND, SECOND SERIES
/s/ C. Durso BY: /s/ Andrew J. Donohue
- ------------------------ -------------------------------
Concetta Durso, Secretary Andrew J. Donohue, President
[Seal]
ATTEST: FIRST INVESTORS MANAGEMENT COMPANY,
INC.
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ------------------------ -------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
ATTEST: FIRST INVESTORS CORPORATION
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ------------------------ -------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
ATTEST: ADMINISTRATIVE DATA MANAGEMENT CORP.
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ------------------------ -------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
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<PAGE>
ADMINISTRATION AGREEMENT
SCHEDULE A
Compensation and charges of Administrative Data Management Corp. for
services as Transfer Agent, Dividend Disbursing Agent and Plan Administration,
and for other services under the Administration Agreement.
Opening New Account $5.00 for each account
Processing Payments $0.75 for each payment*
Processing Share Certificates $3.00 per certificate issued
General Account Maintenance $0.65 per account per month
Legal Transfers of Shares $10.00 per transfer
Dividend Processing $0.45 per account per dividend
declared
Partial Withdrawals and
Complete Liquidations $5.00 per transaction
Reports Required by
Governmental Authorities $1.00 for each account
Exchange Fee $5.00 for each exchange of shares
into a Fund
Systematic Withdrawal Plans $1.00 for each SWP check*
OUT-OF-POCKET EXPENSES: In addition to the above charges, the Fund, First
Investors Management Company, Inc. or First Investors Corporation shall
reimburse Administrative Data Management Corp. for all out-of-pocket costs
including but not limited to postage, insurance, forms relating to shareholders
of the Fund, envelopes and other similar items, and will also reimburse
Administrative Data Management Corp. for counsel fees, including fees for the
preparation of the Administration Agreement and review of prospectus and
application forms.
THE ABOVE FEES AND OUT-OF-POCKET EXPENSES APPLY TO THE FOLLOWING FUNDS:
FIRST INVESTORS FUND FOR INCOME, INC., FIRST INVESTORS GLOBAL FUND, INC., FIRST
INVESTORS GOVERNMENT FUND, INC., FIRST INVESTORS HIGH YIELD FUND, INC., FIRST
INVESTORS INSURED TAX EXEMPT FUND, INC., FIRST INVESTORS MULTI- STATE INSURED
TAX FREE FUND, FIRST INVESTORS NEW YORK INSURED TAX FREE FUND, INC., FIRST
INVESTORS SERIES FUND, FIRST INVESTORS SERIES FUND II, INC., FIRST INVESTORS
U.S. GOVERNMENT PLUS FUND - 1st, 2nd & 3rd SERIES, EXECUTIVE INVESTORS TRUST
* Administrative Data Management Corp. (ADM) bills the Fund. ADM is then paid
by the Fund, after which FIMCO reimburses the Fund.
-9-
ADMINISTRATION AGREEMENT
This Agreement, dated as of the 1st of April, 1986, made by and between
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND, THIRD SERIES (the Fund), the third
series of a Massachusetts business trust; FIRST INVESTORS MANAGEMENT COMPANY,
INC. (FIMCO), a corporation duly organized and existing under the laws of the
State of New York; FIRST INVESTORS CORPORATION (FIC), a corporation duly
organized and existing under the laws of the State of New York; ADMINISTRATIVE
DATA MANAGEMENT CORP. (ADM), a corporation duly organized and existing under the
laws of the State of New York.
WITNESSETH THAT:
WHEREAS, FIMCO and FIC are the national distributors of the shares of the
Fund; and
WHEREAS, ADM has agreed to act as transfer agent of the Fund, as its
dividend disbursing agent, and as administrator of the Dividend Reinvestment,
Share Accumulation and Systematic Withdrawal Accounts of the Fund, and ADM also
agreed to act for the Fund in other respects as hereinafter stated; and
WHEREAS, the parties hereto desire to set forth certain terms relating to
the activities of ADM under this Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
THE TRANSFER AGENCY
Section 1. The Fund hereby appoints ADM as its transfer agent, and ADM
accepts such appointment and agrees to act in such capacity upon the terms set
forth in this Agreement.
Section 2. ADM will maintain stock registry records in the usual form in
which it will note the issuance and redemption of Shares and the issuance and
transfer of Share Certificates, and is also authorized to maintain an account
entitled Unissued Share Certificate Account in which it will record the Shares
and fractions issued and outstanding from time to time for which issuance of
Share Certificates is deferred. ADM is also authorized to keep records, which
will be part of the stock transfer records, as well as its records of the Plans,
in which it will note the names and registered addresses of Planholders, and the
number of shares and fractions from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder or Planholder whether he
holds one or more Share Certificates or owns Shares held under one or more
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<PAGE>
Plans, or whether he holds or owns Shares by both methods, will be assigned a
single account number.
Section 3. Whenever Shares are purchased for Planholders, the Fund
authorizes ADM to dispense with the issuance and countersignature of Share
Certificates. In such case ADM, as transfer agent, shall merely note on its
stock registry records the issuance of the Shares and fractions, (if any), shall
credit the Unissued Share Certificate Account with the Shares and fractions to
the respective Planholders. Likewise, whenever ADM has occasion to surrender for
redemption Shares and fractions owned by Planholders, it shall be unnecessary to
issue Share Certificates for redemption purposes. The Fund authorizes ADM in
such cases to process the transactions by appropriate entries in its stock
transfer records, and debiting of the Unissued Share Certificate Account and the
record of issued Shares outstanding. Whenever Planholders are entitled to the
issuance of Share Certificates for Shares held under Plans, the Fund authorizes
ADM as transfer agent, to countersign Share Certificates for issuance and
delivery, and to debit the Unissued Certificate Account.
Section 4. ADM in its capacity as transfer agent will, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock transfer agent for a corporation. It will countersign for issuance or
reissuance of Share Certificates representing original issue or reissued
treasury Shares as directed by the Written Instructions of the Fund, and will
transfer Share Certificates registered in the name of Shareholders from one
Shareholder to another in the usual manner. ADM may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned,
or executed by a duly authorized person or persons, or upon the instructions of
any Officer of the Fund, or upon the advice of counsel for the Fund or for ADM.
ADM may record any transfer of Share Certificates which is believed by it in
good faith to have been duly authorized or may refuse to record any transfer of
Share Certificates if in good faith ADM in its capacity as transfer agent deems
such refusal necessary in order to avoid any liability either to the Fund or
ADM. The Fund agrees to indemnify and hold harmless ADM from and against any and
all losses, costs, claims and liability which it may suffer or incur by reason
of so relying or acting or refusing to act in good faith.
THE DIVIDEND DISBURSEMENT AGENCY
Section 5. Upon declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Fund, the Fund shall notify ADM of
the date of such declaration, the amount payable per share, the record date for
determining the Shareholders entitled to payment, the payment date, and the
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<PAGE>
reinvestment date, the price for which is to be used to purchase Shares for
reinvestment.
Section 6. On or before each payment date, the Fund will transfer, or cause
the Custodian to transfer, to ADM in its capacity as dividend disbursing agent,
the total amount of the dividend or distribution currently payable and ADM in
such capacity will on the designated payment date mail distribution checks to
the Shareholders for the proper amounts payable to them except as follows:
(a) Dividends and capital gains distributions directed to be reinvested
under Plans will be transferred to ADM in its capacity as administrator for
application as provided in Section 11.
ADMINISTRATION OF THE PLANS
Section 7. The Fund, FIMCO and FIC hereby appoint ADM as administrator of
the Plans, and ADM accepts such appointment and agrees to act in such capacity
upon the terms set forth in this Agreement. As provided Section 2, ADM will
maintain records, which will be part of the stock registry records as well as
its records of the administration of the Plans, in which it will note the
transactions effected for the respective Planholders and the number of Shares
and fractions from time to time owned by them for which no Share Certificates
are outstanding.
Section 8. FIMCO, FIC and the Fund will from time to time keep ADM fully
informed of the names of all Planholders who are entitled to purchase Shares at
reduced offering prices and of the respective prices which are applicable to
each of such Planholders. ADM may conclusively rely on such information in
placing orders for Shares on behalf of Planholders.
Section 9. It will be the practice of ADM to process payments by
planholders received by its mutual funds department in acceptable form until the
time of the closing of the New York Stock Exchange on each day on which said
exchange is open since the same time on the prior business day in which said
exchange was open, and to obtain from FIMCO, FIC or the Fund a quotation (on
which it may conclusively rely) as of the close of the said exchange. ADM will
proceed to calculate the amount available for investment in Shares at the public
offering price so quoted, (and, if applicable), the amounts to be invested as
between commissions of dealers, shares of FIMCO, or FIC and net asset value to
be deposited with the Custodian. ADM while the public offering price so quoted
is still in effect, will, as agent for sundry Planholders, place an order with
FIMCO or FIC for the proper number of Shares and fractions, will advise FIMCO or
FIC of the breakdown of the total purchase price as between discount of dealers,
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<PAGE>
shares of FIMCO or FIC and net asset value and will confirm said figures to
FIMCO or FIC in writing.
Section 10. ADM will thereupon set aside the commissions of dealers, and
share of FIMCO and FIC and will pay over the balance available (net asset value)
to the custodian and will furnish said custodian with the Statements required by
the Custodian Agreement. Said Custodian will deposit the net asset value in the
Principal Account under the Custodian Agreement. ADM will credit the Bank's
account of FIMCO or FIC for its share. The proper number of Shares and fractions
will then be issued and credited to the Unissued Certificate Account, and the
Shares and fractions purchased for each Planholder will be credited to his
separate account. ADM will thereupon mail to each Planholder a confirmation of
the purchase, with copies to the Fund and the proper dealers, if the Fund so
requests. Such confirmation will show the prior and new share balance, the
Shares held under the Plans and Shares (if any) for which Stock Certificates are
outstanding, the amount invested, the price paid and other data.
ADM will remit commissions to the proper dealers weekly or at other
convenient intervals, as agreed upon between the Fund and ADM.
Section 11. As and when the Fund declares dividends or capital gains
distributions, it will promptly quote to ADM the net asset value per share at
the close of business in the reinvestment date, whereupon as soon as it can
calculate the total of such dividend or distributions it will receive for
reinvestment, ADM will advise the Fund of the amount which will be available for
reinvestment on the payment date and the number of Shares and fractions to be
issued. Upon receipt of the amount of the dividends or distributions to be
reinvested under Plans, ADM will pay over such amount to the Custodian for
deposit in the Principal Account under the Custodian Agreement, whereupon the
Shares and fractions purchased for the Plans will be issued pursuant to a
Statement of ADM and will be credited to the Unissued Certificate Account. ADM
will credit the Shares and fractions so purchased to the separate accounts
maintained for the respective Planholders, and will promptly mail to each
Planholder a confirmation of the purchase, with a copy to the Fund, showing the
prior and new share balance.
Section 12. Whenever a Shareholder shall deposit Shares represented by
Share Certificates in an investment plan or systematic withdrawal plan or other
plan permitting deposit of Shares thereunder, ADM as transfer agent is
authorized upon receipt of Share Certificates registered in the name of the
Shareholder, or if not so registered in due form for transfer, to cancel such
Share Certificates, to debit the individual stock accounts and to credit the
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<PAGE>
Shares to the Unissued Certificate Account. ADM as plan administrator will
credit the Shares to be deposited to the proper plan accounts. In the event that
a Planholder shall desire to deposit under a systematic withdrawal plan Shares
held in an investment plan or other like plan, ADM will accomplish such deposit
by proper debiting and crediting of plan accounts.
Section 13. ADM will administer the systematic withdrawal plans for the
Planholders. ADM will note in such accounts the share balances from time to
time, the additional Shares purchased with the reinvested dividends and
distributions, and the Shares redeemed to provide the withdrawal payments.
Confirmations will be mailed to the Planholders reflecting each transaction,
with copies to the Fund.
Section 14. Whenever ADM shall have received requests from Planholders to
redeem Shares and remit proceeds, or whenever ADM is required to redeem Shares
to make withdrawal payments under systematic withdrawal plans or the like, ADM
will advise the Fund that it has Shares for redemption, stating the number of
Shares and fractions to be redeemed. The Fund will then quote to ADM the
applicable net asset value of redemption price, whereupon ADM will furnish the
Fund with an appropriate confirmation of the redemption and will process the
redemption by filing with the Custodian an appropriate statement of ADM as may
be required by the Custodian Agreement. The Custodian shall be authorized to pay
over to ADM as administrator, the total redemption price stated in the Statement
of ADM for proper distribution and application. The stock registry books
recording outstanding Shares, the Unissued Certificate Account and the
individual accounts of the Shareholders shall be properly debited.
Section 15. The practices and procedures of ADM and the Fund above outlined
in Sections 7 to 14, inclusive, may be altered or modified from time to time as
may be mutually agreed by the parties to this Agreement, so long as the intent
and purposes of the Plans, as stated from time to time in the prospectus of the
Fund, are observed. For special cases, the parties hereto may adopt such
procedures as may be appropriate or practical under the circumstances and ADM
may conclusively assume that any special procedure which has been approved by
the Fund, does not conflict with or violate any requirements of its Declaration
of Trust, ByLaws or prospectus, or any rule, regulation or requirement of any
regulatory body.
Section 16. ADM in acting for Planholders, or in any other capacity set
forth in this Agreement, shall incur no liability for any actions taken or
omitted in good faith, nor shall ADM be personally liable for any taxes,
assessments or governmental charges which may be levied or assessed on any basis
whatsoever in connection with the administration of the Plans, excepting only
-5-
<PAGE>
for taxes assessed against it in its corporate capacity out of its compensation
hereunder.
MISCELLANEOUS
Section 17. In addition to the services as transfer agent, dividend
disbursing agent and administrator as above set forth, ADM will perform other
services for the Fund as agreed from time to time, including but not limited to
preparation of Federal 1099 forms, mailing of quarterly and semi-annual reports
of the Fund, preparation of one annual list of Shareholders, and preparing
notices of Shareholders meeting, proxies and proxy statements.
Section 18. The Fund, FIMCO and FIC agree to pay ADM compensation for its
services and to reimburse it for expenses, as set forth in Schedule A attached
hereto, or as shall be set forth in amendments to such schedule approved by the
Fund, FIMCO FIC and ADM. Said payments and reimbursements shall be allocated
between the Fund, FIMCO and FIC as they may agree.
Section 19. ADM may from time to time in its sole discretion delegate some
or all of its duties hereunto to any affiliate(s) which shall perform such
functions as the agent of ADM. To the extent of such delegation, the term "ADM"
in this Agreement shall be deemed to refer to both ADM and such affiliate(s) or
either of them, as the context may indicate.
Section 20. Nothing contained in this Agreement is intended to or shall
require ADM, in any capacity hereunder to perform any functions or duties on any
holiday or other day of special observance on which ADM is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
the Bank are open.
Section 21. All terms used herein, which are defined in the Custodian
Agreement, shall have the same meanings as set forth therein. In addition, the
following terms as used in this Agreement shall have the meaning set forth below
unless the context otherwise requires:
Plan: The term Plan shall include such Dividend Reinvestment Accounts,
Share Accumulation Accounts, Systematic Withdrawal Plans and other types of
plans or accounts in form acceptable to ADM, which the Fund may from time to
time adopt and make available to its Shareholders, including plans or accounts
adopted for pension and profit sharing plans established by self-employed
individuals, partnerships, individuals, corporations and not for profit
organizations.
-6-
<PAGE>
Planholder: The term Planholder shall mean a Shareholder who at the time of
reference is participating in a Plan.
Section 22. This Agreement may be terminated by any party to this Agreement
by giving at least sixty (60) days advance written notice stating when
thereafter such termination shall be effective. Such termination shall only be
effective with respect to the rights, obligations and duties as between the non-
terminating parties. In case such notice of termination is given by either ADM
or the Fund, the Board of Trustee of the Fund shall, by resolution duly adopted,
promptly appoint a successor to ADM, to serve upon the terms set forth in this
Agreement as then amended and supplemented. Unless and until a successor to ADM
has been appointed as above, provided ADM shall continue to perform according to
the terms of this Agreement and shall be entitled to receive all the payments
and reimbursement to which it is entitled under this Agreement.
Section 23. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 24. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided however
that this Agreement shall not be assignable by the Fund without the written
consent of the Fund, authorized or approved by a resolution of its Board of
Directors.
Section 25. Notwithstanding any provision of law to the contrary, FIMCO,
FIC and ADM hereby severally waive any right to enforce this Agreement against
the individual and separate assets of any shareholders of the Fund, or of any
other series of First Investors U.S. Government Plus Fund.
Section 26. This Agreement shall be governed by the laws of the State of
New York.
-7-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and the year first above written.
ATTEST: FIRST INVESTORS U.S. GOVERNMENT PLUS
FUND, THIRD SERIES
/s/ C. Durso BY: /s/ Andrew J. Donohue
- ----------------------------- -------------------------------
Concetta Durso, Secretary Andrew J. Donohue, President
[Seal]
ATTEST: FIRST INVESTORS MANAGEMENT COMPANY,
INC.
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ----------------------------- -------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
ATTEST: FIRST INVESTORS CORPORATION
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ----------------------------- -------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
ATTEST: ADMINISTRATIVE DATA MANAGEMENT CORP.
/s/ Andrew J. Donohue BY: /s/ Glenn O. Head
- ----------------------------- -------------------------------
Andrew J. Donohue, Secretary Glenn O. Head, Chairman
[Seal]
-8-
<PAGE>
ADMINISTRATION AGREEMENT
SCHEDULE A
Compensation and charges of Administrative Data Management Corp. for
services as Transfer Agent, Dividend Disbursing Agent and Plan Administration,
and for other services under the Administration Agreement.
Opening New Account $5.00 for each account
Processing Payments $0.75 for each payment*
Processing Share Certificates $3.00 per certificate issued
General Account Maintenance $0.65 per account per month
Legal Transfers of Shares $10.00 per transfer
Dividend Processing $0.45 per account per dividend
declared
Partial Withdrawals and
Complete Liquidations $5.00 per transaction
Reports Required by
Governmental Authorities $1.00 for each account
Exchange Fee $5.00 for each exchange of shares
into a Fund
Systematic Withdrawal Plans $1.00 for each SWP check*
OUT-OF-POCKET EXPENSES: In addition to the above charges, the Fund, First
Investors Management Company, Inc. or First Investors Corporation shall
reimburse Administrative Data Management Corp. for all out-of-pocket costs
including but not limited to postage, insurance, forms relating to shareholders
of the Fund, envelopes and other similar items, and will also reimburse
Administrative Data Management Corp. for counsel fees, including fees for the
preparation of the Administration Agreement and review of prospectus and
application forms.
THE ABOVE FEES AND OUT-OF-POCKET EXPENSES APPLY TO THE FOLLOWING FUNDS:
FIRST INVESTORS FUND FOR INCOME, INC., FIRST INVESTORS GLOBAL FUND, INC., FIRST
INVESTORS GOVERNMENT FUND, INC., FIRST INVESTORS HIGH YIELD FUND, INC., FIRST
INVESTORS INSURED TAX EXEMPT FUND, INC., FIRST INVESTORS MULTI- STATE INSURED
TAX FREE FUND, FIRST INVESTORS NEW YORK INSURED TAX FREE FUND, INC., FIRST
INVESTORS SERIES FUND, FIRST INVESTORS SERIES FUND II, INC., FIRST INVESTORS
U.S. GOVERNMENT PLUS FUND - 1st, 2nd & 3rd SERIES, EXECUTIVE INVESTORS TRUST
* Administrative Data Management Corp. (ADM) bills the Fund. ADM is then paid
by the Fund, after which FIMCO reimburses the Fund.
-9-
Consent of Independent Certified Public Accountants
First Investors U.S. Government Plus Fund
95 Wall Street
New York, New York 10005
We consent to the use in Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (File No. 2-94932) of our report dated
January 31, 1996 relating to the December 31, 1995 financial statements of First
Investors U.S. Government Plus Fund, which are included in said Registration
Statement.
/s/ Tait, Weller & Baker
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
April 16, 1996
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ Robert F. Wentworth
------------------------------
Robert F. Wentworth
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ John T. Sullivan
------------------------------
John T. Sullivan
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ Herbert Rubinstein
------------------------------
Herbert Rubinstein
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ James M. Srygley
------------------------------
James M. Srygley
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ Rex R. Reed
------------------------------
Rex R. Reed
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ Kathryn S. Head
------------------------------
Kathryn S. Head
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ Roger L. Grayson
------------------------------
Roger L. Grayson
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ Glann O. Head
------------------------------
Glenn O. Head
<PAGE>
First Investors U.S. Government Plus Fund
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, 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 N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, 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 executed this instrument this 21st
day of September, 1995.
/s/ James J. Coy
------------------------------
James J. Coy
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<ARTICLE> 6
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<NAME> FIRST INVESTORS GOVERNMENT PLUS SERIES FUND
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<NUMBER> 01
<NAME> 1ST SERIES
<MULTIPLIER> 1000
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<INTEREST-INCOME> 104
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<EXPENSES-NET> (23)
<NET-INVESTMENT-INCOME> 81
<REALIZED-GAINS-CURRENT> 44
<APPREC-INCREASE-CURRENT> 232
<NET-CHANGE-FROM-OPS> 357
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (81)
<DISTRIBUTIONS-OF-GAINS> (44)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2
<NUMBER-OF-SHARES-REDEEMED> 16
<SHARES-REINVESTED> 11
<NET-CHANGE-IN-ASSETS> 194
<ACCUMULATED-NII-PRIOR> 0
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<PER-SHARE-NII> .667
<PER-SHARE-GAIN-APPREC> 2.114
<PER-SHARE-DIVIDEND> .667
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000759696
<NAME> FIRST INVESTORS GOVERNMENT FLUS SERIES FUND
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<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
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<INVESTMENTS-AT-COST> 2220
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<DISTRIBUTIONS-OF-GAINS> 0
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<SHARES-REINVESTED> 11
<NET-CHANGE-IN-ASSETS> 116
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (231)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (25)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (48)
<AVERAGE-NET-ASSETS> 2465
<PER-SHARE-NAV-BEGIN> 10.56
<PER-SHARE-NII> .646
<PER-SHARE-GAIN-APPREC> .970
<PER-SHARE-DIVIDEND> .646
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 11.53
<EXPENSE-RATIO> 1.93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
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<NAME> FIRST INVESTORS GOVERNMENT PLUS SERIES FUND
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
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<INVESTMENTS-AT-VALUE> 1098
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<TOTAL-LIABILITIES> 15
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<INTEREST-INCOME> 71
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<EXPENSES-NET> (20)
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<NUMBER-OF-SHARES-REDEEMED> 3
<SHARES-REINVESTED> 4
<NET-CHANGE-IN-ASSETS> 97
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (57)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> (21)
<AVERAGE-NET-ASSETS> 1107
<PER-SHARE-NAV-BEGIN> 10.96
<PER-SHARE-NII> .568
<PER-SHARE-GAIN-APPREC> .980
<PER-SHARE-DIVIDEND> .568
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.94
<EXPENSE-RATIO> 1.89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
