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As filed with the Securities and Exchange Commission on February 15, 1995.
Registration No. 2-98409
811-4325
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 15 X
-
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 15 X
-
__________
FIRST INVESTORS LIFE SERIES FUND
(Exact name of Registrant as specified in charter)
Mr. Larry R. Lavoie
Secretary and General Counsel
First Investors Corporation
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 May 1, 1995 pursuant to
paragraph (a)(2) 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 will file
a Rule 24f-2 Notice for its fiscal year ending December 31, 1994 on or before
February 28, 1995.
<PAGE>
FIRST INVESTORS LIFE SERIES FUND
First Investors Zero Coupon 2007 Series
CROSS-REFERENCE SHEET
N-1A Item No. Location
- ------------- --------
PART A: PROSPECTUS
1. Cover Page. . . . . . . . . . . . . . . . Cover Page
2. Synopsis. . . . . . . . . . . . . . . . . Not Applicable
3. Condensed Financial Information . . . . . Not Applicable
4. General Description of Registrant . . . . Investment Objectives and
Policies; General Information
5. Management of the Fund. . . . . . . . . . Management
5A. Management's Discussion of
Fund Performance . . . . . . . . . . . .
6. Capital Stock and Other Securities. . . . Dividends and Other
Distributions; Taxes;
Determination of Net Asset Value
7. Purchase of Securities Being Offered. . . How to Buy Shares
8. Redemption or Repurchase. . . . . . . . . How to Redeem Shares
9. Pending Legal Proceedings . . . . . . . . Management
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 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. . Management
17. Brokerage Allocation. . . . . . . . . . . Allocation of Portfolio
Brokerage
18. Capital Stock and Other Securities. . . . Determination of Net Asset Value
19. Purchase, Redemption and Pricing
of Securities Being Offered . . . . . . . Determination of Net Asset Value
20. Tax Status. . . . . . . . . . . . . . . . Taxes
21. Underwriters. . . . . . . . . . . . . . . Not Applicable
22. Performance Data. . . . . . . . . . . . . Performance Information
23. Financial Statements. . . . . . . . . . . Financial Statements; Report of
Independent Accountants
PART C: OTHER INFORMATION
Information required to be included in Part C is set forth under the appropriate
item so numbered, in Part C hereof.
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FIRST INVESTORS ZERO COUPON 2007 SERIES
FIRST INVESTORS LIFE SERIES FUND
95 Wall Street, New York, New York 10005/(212)-858-8200
This is a Prospectus for FIRST INVESTORS ZERO COUPON 2007 SERIES
("Series"), a series of First Investors Life Series Fund ("Fund"), an open-end,
diversified management investment company. Investments in the Series are made
through the purchase of Individual Variable Annuity Contracts ("Contracts")
issued by First Investors Life Insurance Company ("First Investors Life").
Purchase payments for the Contracts, net of certain expenses, are paid into a
unit investment trust, First Investors Life Variable Annuity Fund C ("Separate
Account C"). Separate Account C uses these proceeds to purchase shares of the
Series. Investments in the Series are used to fund benefits under the
Contracts. The Fund has nine other separate investment series, each of which
has different investment objectives and policies, which are offered through a
separate Prospectus.
The Series' investment objective is to seek a predictable compounded
investment return for investors who hold their Series' shares until the Series'
maturity, consistent with preservation of capital. The Series will seek its
objective by investing, under normal market conditions, at least 65% of its
total assets in zero coupon securities which are issued by the U.S. Government,
its agencies or instrumentalities or created by third parties using securities
issued by the U.S. Government, its agencies or instrumentalities. The Series
intends to terminate in the year 2007. AS A RESULT OF THE VOLATILE NATURE OF
THE MARKET FOR ZERO COUPON SECURITIES, THE VALUE OF SERIES' SHARES PRIOR TO THE
SERIES' MATURITY MAY FLUCTUATE SIGNIFICANTLY IN PRICE. THUS, TO ACHIEVE A
PREDICTABLE RETURN, INVESTORS MUST HOLD THEIR INVESTMENTS IN THE SERIES UNTIL
THE SERIES LIQUIDATES SINCE THE SERIES' VALUE CHANGES DAILY WITH MARKET
CONDITIONS. ACCORDINGLY, ANY INVESTOR WHO REDEEMS HIS OR HER SHARES PRIOR TO
THE SERIES' MATURITY IS LIKELY TO ACHIEVE A DIFFERENT INVESTMENT RESULT THAN THE
RETURN THAT WAS PREDICTED ON THE DATE THE INVESTMENT WAS MADE, AND MAY EVEN
SUFFER A SIGNIFICANT LOSS. There can be no assurance that the objective of the
Series will be realized.
This Prospectus sets forth concisely the information about the Series 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 Series. A Statement of
Additional Information ("SAI"), dated May 1, 1995 (which is incorporated by
reference herein), has been filed with the Securities and Exchange Commission.
The SAI is available at no charge upon request to the Series at the address or
telephone number indicated above.
AN INVESTMENT IN THESE SECURITIES IS NOT A DEPOSIT OR OBLIGATION OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK AND IS NOT FEDERALLY INSURED OR PROTECTED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER GOVERNMENTAL AGENCY.
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 May 1, 1995
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The investment objective, of the Series is to seek a predictable compounded
investment for investors who hold their Series shares until the Series'
maturity, consistent with preservation of capital. The Series will seek its
objective by investing, under normal market conditions, at least 65% of its
total assets in zero coupon securities which are issued by the U.S. Government
and its agencies and instrumentalities or created by third parties using
securities issued by the U.S. Government and its agencies and instrumentalities.
These investments will mature no later than ______ __ , 2007 (the "Maturity
Date"). On the Maturity Date, the Series will be converted to cash and
distributed or reinvested in another series of the Fund at the investor's
choice.
The Series seeks to provide investors with a positive total return at the
Maturity Date which, together with the reinvestment of all dividends and
distributions, exceeds their original investment in the Series by a relatively
predictable amount. While the risk of fluctuation in the values of zero coupon
securities is greater when the period to maturity is longer, that risk tends to
diminish as the Maturity Date approaches. Although an investor can redeem
shares at the current net asset value at any time, any investor who redeems his
or her shares prior to the Maturity Date is likely to achieve a different
investment result than the return that was predicted on the date the investment
was made, and may even suffer a significant loss.
Zero coupon securities are debt obligations that do not entitle the holder
to any periodic payment of interest prior to maturity or a specified date when
the securities begin paying current interest. They are issued and traded at a
discount from their face amount or par value, which discount varies depending on
the time remaining until maturity, prevailing interest rates, liquidity of the
security and the perceived credit quality of the issuer. When held to maturity,
their entire return, which consists of the accretion of the discount, comes from
the difference between their issue price and their maturity value. This
difference is known at the time of purchase, so investors holding zero coupon
securities until maturity know the amount of their investment return at the time
of their investment. The market values are subject to greater market
fluctuations from changing interest rates prior to maturity than the values of
debt obligations of comparable maturities that bear interest currently. See
"Zero Coupon Securities-Risk Factors."
A portion of the total realized return from conventional interest-paying
bonds comes from the reinvestment of periodic interest. Since the rate to be
earned on these reinvestments may be higher or lower than the rate quoted on the
interest-paying bonds at the time of the original purchase, the total return of
interest-paying bonds is uncertain even for investors holding the security to
its maturity. This uncertainty is commonly referred to as reinvestment risk and
can have a significant impact on total realized investment return. With zero
coupon securities, however, there are no cash distributions to reinvest, so
investors bear no reinvestment risk if they hold the zero coupon securities to
maturity.
The Series will primarily purchase three types of zero coupon securities:
(1) U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal
Securities) which are created when the coupon payments and the principal payment
are stripped from an outstanding Treasury security by the Federal Reserve Bank.
Bonds issued by the Resolution Funding Corporation (REFCORP) can also be
stripped in this fashion. (2) STRIPS which are created when a dealer deposits
a Treasury security or a Federal agency security with a custodian for
safekeeping and then sells the coupon payments and principal payment that will
be generated by this security. Bonds issued by the
2
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Financing Corporation (FICO) can be stripped in this fashion. (3) Zero coupon
securities of Federal agencies and instrumentalities either issued directly by
an agency in the form of a zero coupon bond or created by stripping an
outstanding bond.
The Series may invest up to 35% of its total assets in the following
instruments: interest- bearing obligations issued by the U.S. Government and
its agencies and instrumentalities (see "U.S. Government Obligations");
corporate debt securities, including corporate zero coupon securities, which are
rated A or better by Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("Moody's") or in unrated securities that are deemed to
be of comparable quality by the Adviser; repurchase agreements; and money market
instruments consisting of prime commercial paper, certificates of deposit of
domestic branches of U.S. banks and bankers' acceptances. The Series may also
invest in restricted and illiquid securities, make loans of portfolio securities
and purchase securities on a when-issued basis. See the SAI for more
information regarding these types of investments.
The Series' net asset value fluctuates based mainly upon changes in the
value of its portfolio securities. The Series' investment objective and certain
investment limitations set forth in the SAI are fundamental policies that may
not be changed without shareholder approval.
DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS
DEBT SECURITIES--RISK FACTORS. The market value of debt securities is
influenced primarily by changes in interest rates. Generally, as interest rates
rise, the market value of debt securities decreases. Conversely, as interest
rates fall, the market value of debt securities increases. Factors which could
result in a rise in interest rates, and a decrease in the market value of debt
securities, include an increase in inflation or inflation expectations, an
increase in the rate of U.S. economic growth, an expansion in the Federal budget
deficit or an increase in the price of commodities such as oil. Sale of debt
securities prior to maturity may result in a loss and the inability to replace
the sold securities with debt securities with a similar yield. Debt obligations
rated A or better by Moody's or S&P comprise what are known as high-grade bonds
and are regarded as having a strong capacity to pay principal and interest. See
Appendix A to the SAI for a description of bond ratings.
PORTFOLIO TURNOVER. The rate of portfolio turnover will not be a limiting
factor when portfolio changes are deemed to be appropriate. A high rate of
portfolio turnover generally leads to higher transaction costs. Portfolio
turnover will increase when sales of portfolio securities are necessary in order
to meet expenses or redemptions, which may add to the risks associated with
investing in debt securities. See "Debt Securities-Risk Factors" and "Zero
Coupon Securities-Risk Factors." The Series anticipates that its annual rate of
portfolio turnover may, but generally will not, exceed 100%.
RESTRICTED AND ILLIQUID SECURITIES. The Series may invest up to 15% of its
net assets in illiquid securities. These securities include (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 to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "1933 Act"), which the Fund's Board of Trustees or the Adviser has
determined are liquid under Board-approved guidelines. The Series may invest up
to 5% of its total assets in Rule 144A securities. See the SAI for more
information regarding restricted and illiquid securities.
3
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U.S. GOVERNMENT OBLIGATIONS. Securities issued or guaranteed as to
principal and interest by the U.S. Government include (1) U.S. Treasury
obligations which differ only in their interest rates, maturities and times of
issuance as follows: U.S. Treasury bills (maturities of one year or less), U.S.
Treasury notes (maturities of one to ten years), and U.S. Treasury bonds
(generally maturities of greater than ten years); and (2) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities that are backed by
the full faith and credit of the United States, such as securities issued by the
Federal Housing Administration, Government National Mortgage Association, the
Department of Housing and Urban Development, the Export-Import Bank, the General
Services Administration and the Maritime Administration and certain securities
issued by the Farmers Home Administration and the Small Business Administration.
The range of maturities of U.S. Government Obligations is usually three months
to thirty years.
ZERO COUPON SECURITIES-RISK FACTORS. Zero coupon securities are debt
securities and thus are subject to the same risk factors as all debt securities.
See "Debt Securities-Risk Factors." The market prices of zero coupon
securities, however, 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. As a result, the net asset value
of shares of the Series may fluctuate over a greater range than shares of other
mutual funds that invest in debt obligations having similar maturities but that
make current distributions of interest.
Zero coupon securities can be sold prior to their due date in the secondary
market at their then prevailing market value, which depends primarily on the
time remaining to maturity, prevailing levels of interest rates and the
perceived credit quality of the issuer. The prevailing market value may be more
or less than the securities' value at the time of purchase. The Series cannot
assure that it will be able to achieve a certain level of return due to the
possible necessity of having to sell certain zero coupon securities to pay
expenses, dividends or meet redemptions at times and at prices that might be
disadvantageous or, alternatively, the need to invest assets received from new
purchases at prevailing interest rates, which would expose the Series to
reinvestment risk. In addition, no assurance can be given as to the liquidity
of the market for certain of these securities. Determination as to the
liquidity of such securities will be made in accordance with guidelines
established by the Fund's Board of Trustees. In accordance with such
guidelines, the Adviser will monitor the Series' investments in such securities
with particular regard to trading activity, availability of reliable price
information and other relevant information.
Original issue discount earned on zero coupon securities must be included
in the Series' income. Thus, to continue to qualify for tax treatment as a
regulated investment company ("RIC") and to avoid a certain excise tax on
undistributed income, the Series may be required to distribute as a dividend an
amount that is greater than the total amount of cash it actually receives. See
"Taxes" in the SAI. These distributions must be made from the Series' cash
assets or, if necessary, from the proceeds of sales of portfolio securities.
The Series will not be able to purchase additional income-producing securities
with cash used to make such distributions, and its current income ultimately
could be reduced as a result.
HOW TO BUY SHARES
Investments in the Series are made through purchases of the Contracts
offered by First Investors Life. Purchase payments for the Contracts, net of
certain expenses, are paid into a unit
4
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investment trust, Separate Account C. Separate Account C uses these proceeds to
purchase shares of the Series. Orders for the purchase of Series shares
received prior to the close of regular trading on the New York Stock Exchange
("NYSE"), generally 4:00 P.M. (New York City time), on any business day the NYSE
is open for trading, will be processed and shares will be purchased at the net
asset value determined at the close of regular trading on the NYSE on that day.
Orders received after the close of regular trading on the NYSE will be processed
at the net asset value determined at the close of regular trading on the NYSE on
the next trading day. See "Determination of Net Asset Value."
HOW TO REDEEM SHARES
Shares of the Series may be redeemed at the direction of Contractowners, in
accordance with the terms of the Contracts. Redemptions will be made at the
next determined net asset value of the Series upon receipt of a proper request
for redemption or repurchase. Payment will be made by check as soon as possible
but within seven days or, after May 31, 1995 within three days, after
presentation. However, the Fund's Board of Trustees may suspend the right of
redemption or postpone the date of payment during any period when (a) trading on
the NYSE is restricted as determined by the Securities and Exchange Commission
("SEC") or the NYSE is closed for other than weekends and holidays, (b) the SEC
has by order permitted such suspension, or (c) an emergency, as defined by rules
of the SEC, exists during which time the sale or valuation of portfolio
securities held by the Series is not reasonably practicable.
Prior to the Maturity Date, investors will be informed of the liquidation
of the Series and will be offered the opportunity to exchange their investment
on the Maturity Date for another series of the Fund. In the event the Series
has not received instructions from investors as to the disposition of funds
prior to the Maturity Date, such funds will be automatically invested in the
Cash Management Series.
MANAGEMENT
BOARD OF TRUSTEES. The Fund's Board of Trustees, as part of its overall
management responsibility, oversees various organizations responsible for the
Series' day-to-day management.
ADVISER. First Investors Management Company, Inc. supervises and manages
the Series' investments, supervises all aspects of the Series' operations and
determines the Series' 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 First Investors Corporation and
Administrative Data Management Corp., the Series' transfer agent. Mr. Glenn O.
Head (and members of his family) and Mrs. Julie W. Grayson (as executrix of the
estate of her deceased husband, David D. Grayson) are controlling persons of
FICC and, therefore, jointly control the Adviser.
As compensation for its services, the Adviser receives an annual fee from
the Series, which is payable monthly at the rate of 0.75% of the Series' average
daily net assets.
The Series bears all expenses of its operations other than those incurred
by the Adviser under the terms of its advisory agreement. Series expenses
include, but are not limited to: the advisory
5
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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 shareholder meeting expenses.
PORTFOLIO MANAGER. [To be provided.]
DETERMINATION OF NET ASSET VALUE
The net asset value of the Series' shares fluctuates and 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
Fund's Board of Trustees deems necessary, by dividing the market value of the
securities held by the Series, 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 Fund's Board of Trustees.
DIVIDENDS AND OTHER DISTRIBUTIONS
Dividends from net investment income are generally declared and paid
annually by the Series. Distributions of the Series' net capital gain (the
excess of net long-term capital gain over net short-term capital loss), if any,
are declared and paid annually by the Series. For the purposes of determining
dividends, the net investment income of the Series consists of interest, earned
discount and other income earned on portfolio securities less expenses. All
dividends and other distributions are paid in shares of the Series at net asset
value (without sales charge), generally determined as of the close of business
on the business day immediately following the record date of such distribution.
TAXES
The Series intends to qualify for treatment as a RIC under Subchapter M of
the Internal Revenue Code of 1986, as amended ("Code"), so that it will be
relieved of Federal income tax on that part of its investment company taxable
income (consisting generally of net investment income and net short-term capital
gain) and net capital gain that is distributed to its shareholders.
Shares of the Series are offered only to Separate Account C, which is an
insurance company separate account that funds the Contracts. Under the Code, no
tax is imposed on an insurance company with respect to income of a qualifying
separate account that is properly allocable to the value of eligible variable
annuity contracts. Please refer to "Federal Income Tax Status" in the
Prospectus of Separate Account C for information as to the tax status of that
account and the holders of the Contracts.
The Series intends to comply with the diversification requirements imposed
by section 817(h) of the Code and the regulations thereunder. These
requirements, which are in addition to the diversification requirements imposed
on the Series by the Investment Company Act of 1940, as amended, and Subchapter
M of the Code, place certain limitations on the assets of Separate Account C --
and of the Series, because section 817(h) and those regulations treat the assets
of the Series as assets of Separate Account C -- that may be invested in
securities of a single issuer. Specifically,
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the regulations provide that, except as permitted by the "safe harbor" described
below, as of the end of each calendar quarter (or within 30 days thereafter) no
more than 55% of the Series' total assets may be represented by any one
investment, no more than 70% by any two investments, no more than 80% by any
three investments and no more than 90% by any four investments. For this
purpose, all securities of the same issuer are considered a single investment,
though each U.S. Government agency and instrumentality is considered a separate
issuer. Section 817(h) provides, as a safe harbor, that a separate account will
be treated as being adequately diversified if the diversification requirements
under Subchapter M are satisfied and no more than 55% of the value of the
account's total assets are cash and cash items, government securities and
securities of other RICs. Failure of the Series to satisfy the section 817(h)
requirements would result in taxation of First Investors Life and treatment of
the contractowners other than as described in the Prospectus of Separate Account
C.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Series and its shareholders; see the SAI
for a more detailed discussion. Shareholders are urged to consult their tax
advisers.
GENERAL INFORMATION
ORGANIZATION. The Fund is a Massachusetts business trust organized on June
12, 1985. The Board of Trustees of the Fund has authority to issue an unlimited
number of shares of beneficial interest of separate series, no par value, of the
Fund. The shares of beneficial interest of the Fund are presently divided into
ten separate and distinct series. In addition to the Series, the following are
also separate series of the Fund:
Blue Chip Series
Cash Management Series
Discovery Series
Government Series
Growth Series
High Yield Series
International Securities Series
Investment Grade Series
Utilities Income Series
The Fund does not hold annual shareholder meetings. If requested to do so
by the holders of at least 10% of the 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 the Series.
TRANSFER AGENT. Administrative Data Management Corp., 10 Woodbridge Center
Drive, Woodbridge, NJ 07095-1198, an affiliate of FIMCO, acts as transfer agent
for the Series and as redemption agent for regular redemptions.
SHAREHOLDER INQUIRIES. Shareholder inquiries can be made by calling First
Investors Life at 212-858-8200.
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FIRST INVESTORS ZERO COUPON 2007 SERIES
A SERIES OF FIRST INVESTORS LIFE SERIES FUND
95 WALL STREET (212) 858-8200
NEW YORK, NEW YORK 10005
STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1995
This is a Statement of Additional Information ("SAI") for FIRST INVESTORS
ZERO COUPON 2007 SERIES ("Series"), a series of First Investors Life Series Fund
("Fund"), an open-end, diversified management investment company. Investments
in the Series are made through the purchase of Individual Variable Annuity
Contracts ("Contracts") issued by First Investors Life Insurance Company ("First
Investors Life"). Purchase payments for the Contracts, net of certain expenses,
are paid into a unit investment trust, First Investors Life Variable Annuity
Fund C ("Separate Account C"). Separate Account C uses these proceeds to
purchase shares of the Series. Investments in the Series are used to fund
benefits under the Contracts. The Fund has nine other separate investment
series, each of which has different investment objectives and policies, which
are discussed in a separate SAI for those series.
The Series' investment objective is to seek a predictable compounded
investment return for investors who hold their Series' shares until the Series'
maturity, consistent with preservation of capital. The Series will seek its
objective by investing, under normal market conditions, at least 65% of its
total assets in zero coupon securities which are issued by the U.S. Government,
its agencies or instrumentalities or created by third parties using securities
issued by the U.S. Government, its agencies or instrumentalities. The Series
intends to terminate in the year 2007. There can be no assurance that the
objective of the Series will be realized.
This SAI is not a prospectus. It should be read in connection with the
Series' Prospectus dated May 1, 1995, which may be obtained free of cost from
the Series at the address or telephone number noted above.
TABLE OF CONTENTS
Page
----
Investment Policies. . . . . . . . . . . . . . . . . . . . . . .
Investment Restrictions. . . . . . . . . . . . . . . . . . . . .
Trustees and Officers. . . . . . . . . . . . . . . . . . . . . .
Management . . . . . . . . . . . . . . . . . . . . . . . . . . .
Determination of Net Asset Value . . . . . . . . . . . . . . . .
Allocation of Portfolio Transactions . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Information. . . . . . . . . . . . . . . . . . . . . . .
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix C . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . .
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INVESTMENT POLICIES
BANKERS' ACCEPTANCES. The Series may invest in bankers' acceptances.
Bankers' acceptances are short-term credit instruments used to finance
commercial transactions. Generally, an acceptance is a time draft drawn on a
bank by an exporter or importer to obtain a stated amount of funds to pay for
specific merchandise. The draft is then "accepted" by a bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
asset or it may be sold in the secondary market at the going rate of interest
for a specific maturity. Although maturities for acceptances can be as long as
270 days, most acceptances have maturities of six months or less.
CERTIFICATES OF DEPOSIT. The Series may invest in bank certificates of
deposit ("CDs"). The Federal Deposit Insurance Corporation is an agency of the
U.S. Government which insures the deposits of certain banks and savings and loan
associations up to $100,000 per deposit. The interest on such deposits may not
be insured if this limit is exceeded. Current Federal regulations also permit
such institutions to issue insured negotiable CDs in amounts of $100,000 or
more, without regard to the interest rate ceilings on other deposits. To remain
fully insured, these investments currently must be limited to $100,000 per
insured bank or savings and loan association.
COMMERCIAL PAPER. Commercial paper is a promissory note issued by a
corporation to finance short-term credit needs which may either be unsecured or
backed by a letter of credit. 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. See Appendix B for a description of commercial paper ratings.
LOANS OF PORTFOLIO SECURITIES. The Series may loan securities not in
excess of 10% of its total assets to qualified broker-dealers or other
institutional investors provided: the borrower pledges to the Series and agrees
to maintain at all times with the Series collateral equal to not less than 100%
of the value of the securities loaned (plus accrued interest or dividend, if
any); the loan is terminable at will by the Series; the Series pays only
reasonable custodian fees in connection with the loan; and First Investors
Management Company, Inc. ("FIMCO" or the "Adviser") monitors the
creditworthiness of the borrower throughout the life of the loan. Such loans
may be terminated by the Series at any time and the Series may vote the proxies
if a material event affecting the investment is to occur. The market risk
applicable to any security loaned remains a risk of the Series. The borrower
must add to the collateral whenever the market value of the securities rises
above the level of such collateral. The Series could incur a loss if the
borrower should fail financially at a time when the value of the loaned
securities is greater than the collateral.
REPURCHASE AGREEMENTS. The Series may enter into repurchase agreements
with 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. The Series will enter into repurchase agreements only
where the debt instrument subject to the repurchase agreement is a U.S.
Government Obligation (as defined in the Prospectus). The period of these
repurchase agreements will usually be short, from overnight to one week, and at
no time will the Series invest in repurchase agreements with more than one year
in time to maturity. The securities which are subject to repurchase agreements,
however, may have maturity dates in excess of one year from the effective date
of the repurchase agreement. The Series 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 Series in each
agreement, and the Series will make payment for such securities only upon
physical delivery or evidence of book entry transfer to
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the account of the Series' custodian. If the seller defaults, the Series 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 or similar proceedings are commenced
with respect to the seller of the security, realization upon the collateral by
the Series may be delayed or limited. The Series 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 its net assets would be invested in such
repurchase agreements, together with any other illiquid investments.
RESTRICTED AND ILLIQUID SECURITIES. The Series may purchase or otherwise
acquire 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 Fund's
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. Where registration is
required, the Series 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 Series may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, the Series 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 the Series, however, could affect adversely the marketability
of such portfolio securities and the Series might be unable to dispose of such
securities promptly or at reasonable prices.
WHEN-ISSUED SECURITIES. The Series may invest up to 5% of its net assets
in securities issued on a when-issued or delayed delivery basis. A Series
generally would not pay for such securities or start earning interest on them
until they are issued or received. However, when the Series 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 Series on
a when-issued basis may result in the Series incurring a loss or missing an
opportunity to make an alternative investment. When the Series enters into a
commitment to purchase securities on a when-issued basis, it establishes a
separate account with its custodian consisting of cash
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or liquid high-grade debt securities equal to the amount of the Series'
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 Series'
commitment, the Series will be required to deposit additional cash or qualified
securities into the account until equal to the value of the Series' commitment.
When the securities to be purchased are issued, the Series 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 Series is committed to purchase. Sale of
securities in the segregated account or other securities owned by the Series and
when-issued securities may cause the realization of a capital gain or loss.
INVESTMENT RESTRICTIONS
The Fund, on behalf of the Series, has adopted the fundamental investment
restrictions set forth below, which cannot be changed without the approval of a
vote of a majority of the outstanding shares of the Series. As provided in the
Investment Company Act of 1940, as amended ("1940 Act"), a "vote of a majority
of the outstanding shares of the Series" means the affirmative vote of the
lesser of (i) more than 50% of the outstanding shares of the Series 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 the Series will not:
(1) Borrow money, except as a temporary or emergency measure in an amount
not to exceed 5% of the value of its total assets.
(2) Pledge assets, except that the Series may pledge its assets to secure
borrowings made in accordance with paragraph (1) above, provided the Series
maintains asset coverage of at least 300% for pledged assets:
(3) Make loans, except by purchase of debt obligations and through
repurchase agreements. However, the Series may loan securities not in excess of
10% of its total assets, as described above.
(4) Purchase, with respect to only 75% of the Series' assets, the
securities of any issuer (other than the U.S. Government) if, as a result
thereof, (a) more than 5% of the Series' total assets (taken at current value)
would be invested in the securities of such issuer; or (b) the Series would hold
more than 10% of any class of securities (including any class of voting
securities) of such issuer (for this purpose, all debt obligations of an issuer
maturing in less than one year are treated as a single class of securities).
(5) Purchase securities on margin (but the Series may obtain such credits
as may be necessary for the clearance of purchases and sales of securities).
(6) Make short sales of securities.
(7) Buy or sell puts, calls, straddles or spreads.
(8) 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.
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(9) 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.
(10) 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 Series may invest in securities
secured by real estate or interests in real estate.
(11) Purchase the securities of an issuer if such purchase, at the time
thereof, would cause more than 5% of the value of the Series' total assets to be
invested in securities of issuers which, including predecessors, have a record
of less than three years' continuous operation.
The following investment restrictions are not fundamental and can be
changed without prior shareholder approval:
1. The Series will not invest in any securities of any issuer if, to the
knowledge of the Series, any officer, director or trustee of the Fund or of the
Adviser owns more than 1/2 of 1% of the outstanding securities of such issuer,
and such officers, directors or trustees who own more than 1/2 of 1% own in the
aggregate more than 5% of the outstanding securities of such issuer.
2. The Series 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 Series' 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 the Fund,
their 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*+, President and Trustee. Chairman of the Board, Director and
Treasurer, Administrative Data Management Corp. ("ADM"); Chairman of the Board
and Director, FIMCO, Executive Investors Management Company, Inc. ("EIMCO"),
First Investors Corporation ("FIC"), Executive Investors Corporation ("EIC") and
First Investors Consolidated Corporation ("FICC").
JAMES J. COY, Trustee, 90 Buell Lane, East Hampton, NY 11937. Retired; formerly
Senior Vice President, James Talcott, Inc. (financial institution).
ROGER L. GRAYSON*, Trustee. Director, FIC and FICC; President and Director,
First Investors Resources, Inc.; Commodities Portfolio Manager.
KATHRYN S. HEAD*+, Trustee, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.
President and Director, First Financial Savings Bank, S.L.A.; President, FIMCO;
Vice President and Chief Financial Officer, FIC and EIC; Chief Financial
Officer, FICC and ADM.
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F. WILLIAM ORTMAN, JR., Trustee, 50 B Cambridge Circle, Lakehurst, NJ 08723.
Retired; formerly Management Consultant.
REX R. REED, Trustee, 76 Keats Way, Morristown, NJ 07960. Retired; formerly
Senior Vice President, American Telephone & Telegraph Company.
HERBERT RUBINSTEIN, Trustee, 145 Elm Drive, Roslyn, NY 11576. Retired; formerly
President, Belvac International Industries, Ltd.; President, Central Dental
Supply.
JAMES M. SRYGLEY, Trustee, 33 Hampton Road, Chatham, NJ 07928. Principal,
Hampton Properties, Inc., property investment company.
JOHN T. SULLIVAN*, Trustee and Chairman of the Board, 67 Wall Street, New York,
NY 10005. President, FIC and EIC; Director, FIMCO, FICC and ADM; Of Counsel,
Hawkins, Delafield & Wood, Attorneys.
ROBERT F. WENTWORTH, 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, Treasurer, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.
Treasurer, FIC, FIMCO, EIMCO and EIC.
CONCETTA DURSO, Vice President and Secretary. Vice President, FIMCO, EIMCO and
ADM; Assistant Vice President and Assistant Secretary, FIC.
CAROL R. LERNER, Assistant Secretary. Secretary, FIMCO, EIMCO, FIC, EIC and
ADM.
- -------------------------------
* 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 hold identical or similar positions with
Executive Investors Trust, First Investors Cash Management Fund, Inc., First
Investors Global Fund, Inc., First Investors Government Fund, Inc., First
Investors Insured Tax Exempt Fund, Inc., First Investors High Yield Fund, Inc.,
First Investors Fund For Income, Inc., First Investors Series Fund, First
Investors Multi-State Insured Tax Free Fund, First Investors New York Insured
Tax Free Fund, Inc., First Investors Series Fund II, Inc., First Investors
Special Bond Fund, Inc., First Investors Tax-Exempt Money Market Fund, Inc. and
First Investors U.S. Government Plus Fund. 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 and School Financial
Management Services, Inc.
Compensation to officers and interested Trustees of the Fund is paid by the
Adviser. In addition, compensation to non-interested Trustees of the Fund is
currently voluntarily paid by the Adviser.
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MANAGEMENT
Investment advisory services to the Series 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 the Fund, including a majority of the Trustees who are not
parties to the Fund's 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.
Pursuant to the Advisory Agreement, FIMCO shall supervise and manage the
Series' investments, determine the Series' portfolio transactions and supervise
all aspects of the Series' operations, subject to review by the Fund's Trustees.
The Advisory Agreement also provides that FIMCO shall provide the Series with
certain executive, administrative and clerical personnel, office facilities and
supplies, conduct the business and details of the operation of the Fund and the
Series and assume certain expenses thereof, other than obligations or
liabilities of the Series. The Advisory Agreement may be terminated at any
time, with respect to the Series, without penalty by the Fund's Trustees or by a
majority of the outstanding voting securities of such Series, 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 the Series, for a period of over two years only if such continuance is
approved annually either by the Fund's Trustees or by a majority of the
outstanding voting securities of the Series, and, in either case, by a vote of a
majority of the Fund's Independent Trustees voting in person at a meeting called
for the purpose of voting on such approval.
Under the Advisory Agreement, the Series pays the Adviser an annual fee,
paid monthly, according to the following schedule:
Annual
Average Daily Net Assets Rate
- ------------------------ ------
Up to $300 million . . . . . . . . . . . . . . . . . . . . . . . 0.75%
In excess of $300 million up to $500 million . . . . . . . . . . 0.72
In excess of $500 million up to $750 million . . . . . . . . . . 0.69
Over $750 million. . . . . . . . . . . . . . . . . . . . . . . . 0.66
The SEC staff takes the position that fees of at least 0.75% are higher than
those paid by most investment companies.
The Adviser has an Investment Committee composed of George V. Ganter,
Margaret Haggerty, Glenn O. Head, Nancy W. Jones, Patricia D. Poitra, Ronald
Rolleri and Clark D. Wagner. The Committee usually meets weekly to discuss the
composition of the portfolio of each Series and to review additions to and
deletions from the portfolios.
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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 primarily 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. Each security traded in the market
(including securities listed on exchanges whose primary market is believed to be
OTC) is valued at the mean between the last bid and asked prices based upon
quotes furnished by a market maker for such securities. In the absence of
market quotations, the Series will determine the value of bonds based upon
quotes furnished by market makers, if available, or in accordance with the
procedures described herein. In that connection, the Board of Trustees has
determined that the Series 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. This service is furnished by Interactive Data Corporation.
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
Board of Trustees determines that such valuation does not represent fair value.
Securities for which market quotations are not readily available are valued at
fair value as determined in good faith by or under the direction of the Fund's
officers in a manner specifically authorized by the Board of Trustees.
"When-issued securities" are reflected in the assets of the Series as of
the date the securities are purchased. Such investments are valued thereafter
at the mean between the most recent bid and asked prices obtained from
recognized dealers in such securities.
The Fund's Board of Trustees may suspend the determination of the Series'
net asset value per share for the whole or any part of any period (1) during
which trading on the New York Stock Exchange ("NYSE") is restricted as
determined by the SEC or the NYSE is closed for other than weekend and holiday
closings, (2) during which an emergency, as defined by rules of the SEC in
respect to the U.S. market, exists as a result of which disposal by the Series
of securities owned by it is not reasonably practicable for the Series fairly to
determine the value of its net assets, or (3) for such other period as the SEC
has by order permitted.
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.
ALLOCATION OF PORTFOLIO TRANSACTIONS
Purchases and sales of portfolio securities by the Series 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 commissions paid
by the Series 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. Certain
money market instruments may be purchased by the Series directly from an issuer,
in which no commission or discounts are paid. The Series may purchase fixed
income securities on a "net" basis with dealers acting as principal for its own
account without a stated commission, although the price of the security usually
includes a profit to the dealer.
The Series may deal in securities which are not listed on a national
securities exchange or the NASDAQ national market system but are traded in the
OTC market. The Series also may purchase listed
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<PAGE>
securities through the "third market." When transactions are executed in the
OTC market, the Series seeks to deal with the primary market makers, but when
advantageous it utilizes the services of brokers.
The Adviser may combine transaction orders placed on behalf of the Series
and any other Series of the Fund or any fund in the First Investors Group of
Funds, any series of Executive Investors Trust and First Investors Life,
affiliates of the Fund, 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 the Series
according to the proportion that the size of the transaction order actually
placed by the Series bears to the aggregate size of the transaction orders
simultaneously made by other participants in the transaction.
TAXES
In order to qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended (the "Code"), the Series
must distribute to its shareholders for each taxable year at least 90% of its
investment company taxable income (consisting generally of taxable net
investment income and net short-term capital gain) ("Distribution Requirement")
and must meet several additional requirements. These requirements include the
following: (1) the Series 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; (2) the Series
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 Series'
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 Series' total
assets; and (4) at the close of each quarter of the Series' taxable year, not
more than 25% of the value of its total assets may be invested in securities
(other than U.S. Government securities or the securities of other RICs) of any
one issuer.
As the holder of zero coupon securities, the Series must include in its
income the original issue discount that accrues on the securities during the
taxable year, even if the Series receives no corresponding payment on the
securities during the year. Because the Series annually must distribute
substantially all of its investment company taxable income, including any
original issue discount, in order to satisfy the Distribution Requirement, the
Series 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 the Series' cash assets or from the
proceeds of sales of portfolio securities, if necessary. The Series may realize
capital gains or losses from those sales, which would increase or decrease its
investment company taxable income and/or net capital gain (the excess of net
long-term capital gain over net short-term capital loss). 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 the
Series' 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.
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GENERAL INFORMATION
AUDITS AND REPORTS. The accounts of the Series are audited twice a year by
Tait, Weller & Baker, independent certified public accountants. Shareholders
receive semi-annual and annual reports of the Series, including audited
financial statements, and a list of securities owned.
SHAREHOLDER LIABILITY. The 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 the Fund. The Declaration of Trust however, contains, an express
disclaimer of shareholder liability for acts or obligations of the Fund and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Fund or the Trustees. The
Declaration of Trust provides for indemnification out of the property of the
Fund of any shareholder held personally liable for the obligations of the Fund.
The Declaration of Trust also provides that the Fund shall, upon request, assume
the defense of any claim made against any shareholder for any act or obligation
of the Fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the 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. The Fund may have an obligation
to indemnify Trustees and officers with respect to litigation.
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APPENDIX A
DESCRIPTION OF CORPORATE BOND RATINGS
STANDARD & POOR'S RATINGS GROUP
The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable. S&P does not perform
any audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information, or based on other
circumstances.
The ratings are based, in varying degrees, on the following considerations:
1. Likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment
of principal in accordance with the terms of the obligation;
2. Nature of and provisions of the obligation;
3. Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other
laws affecting creditors' rights.
AAA Debt rated "AAA" has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
categories.
MOODY'S INVESTORS SERVICE, INC.
AAA Bonds which are rated "Aaa" are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
AA Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, fluctuation of
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protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat greater than the Aaa
securities.
A Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
APPENDIX B
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 positions 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.
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APPENDIX C
DESCRIPTION OF COMMERCIAL NOTE RATINGS
STANDARD & POOR'S RATINGS GROUP
S&P's note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in 3 years or less will likely receive a note
rating. Notes maturing beyond 3 years will most likely receive a long-term debt
rating. The following criteria will be used in making that assessment.
- Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).
- Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).
Note rating symbols are as follows:
SP-1 Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.
MOODY'S INVESTORS SERVICE, INC.
Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade (MIG). This distinction is in
recognition of the difference between short-term credit risk and long-term risk.
MIG-1. Loans bearing this designation are of the best quality, enjoying
strong protection from established cash flows of funds for their servicing or
from established and broad-based access to the market for refinancing, or both.
13
<PAGE>
Financial Statements as of February 10, 1995
<PAGE>
ZERO COUPON 2007 SERIES
(A Series of First Investors
Life Series Fund)
STATEMENT OF NET ASSETS
February 10, 1995
Cash on deposit with Custodian . . . . . . . . . . . . . . . . . $100
Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . None
----
Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $100
----
----
Net Asset Value, Offering Price and Redemption Price
Per Share ($100 divided by 10 shares of beneficial
interest outstanding). . . . . . . . . . . . . . . . . . . . . $10.00
------
------
NOTES TO STATEMENT OF NET ASSETS
Note 1 -- Zero Coupon 2007 Series (the "Series"), a separate designated series
of First Investors Life Series Fund (the "Fund"), raised its initial
capital through a private offering in which First Investors Life
Insurance Company purchased 10 shares, at $10.00 per share.
Note 2 -- The Fund was organized under the laws of the Commonwealth of
Massachusetts on June 12, 1985 and presently contains nine other
operating series. Except for the outstanding shares of beneficial
interest reflected in the Statement of Net Assets, the Series has not
commenced operations.
Note 3 -- Organizational expenses of the Series will be borne by First Investors
Management Company, Inc., and not by the Series.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Trustees of First Investors
Life Series Fund and the
Shareholder of
Zero Coupon 2007 Series
We have audited the accompanying Statement of Net Assets of Zero Coupon
2007 Series (a series of First Investors Life Series Fund) as of February 10,
1995. This financial statement is the responsibility of the Fund's management.
Our responsibility is to express an opinion on this financial statement based on
our audit. We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining evidence supporting the
amounts and disclosures in the financial statements. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the accompanying Statement of Net Assets presents fairly
the financial position of Zero Coupon 2007 Series at February 10, 1995 in
conformity with generally accepted accounting principles.
/S/TAIT, WELLER & BAKER
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
February 13, 1995
<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) (1) Declaration of Trust
(2) (1) By-laws
(3) Not Applicable
(4) (2) Specimen Certificate
(5)a. Investment Advisory Agreement between Registrant and First
Investors Management Company, Inc., including form of
Schedule A for Zero Coupon 2007 Series
- -----------------
1 Incorporated by reference from Registrant's Registration Statement
(File No. 2-98409).
2 Incorporated by reference from Pre-Effective Amendment No. 2 to
Registrant's Registration Statement (File No. 2-98409).
3 Incorporated by reference from Post-Effective Amendment No. 8 to
Registrant's Registration Statement (File No. 2-98409) filed with the
Commission on April 13, 1990.
4 Incorporated by reference from Post-Effective Amendment No. 10 to
Registrant's Registration Statement (File No. 2-98409) filed with the
Commission on October 31, 1991.
5 Incorporated by reference from Post-Effective Amendment No. 11 to
Registrant's Registration Statement (File No. 2-98409) filed with the
Commission on April 30, 1992.
6 Incorporated by reference from Post-Effective Amendment No. 12 to
Registrant's Registration Statement (File No. 2-98409) filed with the
Commission on April 29, 1993.
7 Incorporated by reference from Post-Effective Amendment No. 13 to
Registrant's Registration Statement (File No. 2-98409) filed with the
Commission on September 16, 1993.
8 Incorporated by reference from Registrant's Rule 24f-2 Notice for its
fiscal year ending December 31, 1993 filed with the Commission on
February 22, 1994.
C-1
<PAGE>
b. Subadvisory Agreement relating to International Securities
Series and Growth Series
(6) Not Applicable
(7) Not Applicable
(8)a. (1) Custodian Agreement between Registrant and Irving Trust
Company
b. (3) Custodian Agreement between Registrant and Brown Brothers
Harriman & Co.
c. (6) Supplement to Custodian Agreement between Registrant and The
Bank of New York
(9) (1) Administration Agreement between Registrant, First Investors
Management Company, Inc., First Investors Corporation and
Administrative Data Management Corp.
(10) (8) Opinion of Counsel
(11)a. Consent of independent accountants
b.(6) Powers of Attorney
(12) Not Applicable
(13)(4,7) Undertakings
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
Item 25. Persons Controlled by or under common control with Registrant
There are no persons controlled by or under common control with the
Registrant.
C-2
<PAGE>
Item 26. Number of Holders of Securities
Number of
Record Holders as of
Title of Class February 13, 1995
---------------- -------------------------
Shares of
Beneficial Interest,
no par value
Investment Grade Series 2
Government Series 2
Cash Management Series 2
Discovery Series 2
Growth Series 2
High Yield Series 2
Blue Chip Series 2
International Securities Series 2
Utilities Income Series 2
Zero Coupon 2007 Series 1
Item 27. Indemnification
Article XI, Section 2 of Registrant's Declaration of Trust provides as
follows:
"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 expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding 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, 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
C-3
<PAGE>
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 or 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
trial-type inquiry), that there is a reason to believe that such Covered Person
will be found entitled to indemnification under this Section 2."
C-4
<PAGE>
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 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.
Item 28. Business and Other Connections of Investment Adviser
First Investors Management Company, Inc., the Registrant's Investment
Adviser, also serves as Investment Adviser to:
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 Insured Tax Exempt 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 Special Bond Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
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
Not applicable
Item 30. Location of Accounts and Records
C-5
<PAGE>
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, 10 Woodbridge Center Drive, Woodbridge, NJ 07095,
except for those maintained by the Registrant's Custodians, The Bank of New
York, 48 Wall Street, New York, NY 10286, and Brown Brothers Harriman & Co., 40
Water Street, Boston, MA 02109.
Item 31. Management Services
Inapplicable
Item 32. Undertakings
The Registrant undertakes to carry out all indemnification provisions
of its Declaration of Trust, Advisory Agreement, Subadvisory 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 trustees, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustees, 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.
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.
Registrant hereby undertakes to file a Post-Effective Amendment containing
financial statements for First Investors Zero Coupon 2007 Series that need not
be certified, within four to six months from the effective date of the Post-
Effective Amendment to Registrant's Registration Statement filed herewith, or
from the date of its commencement of operations.
C-6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
5(a) Investment Advisory Agreement
5(b) Subadvisory Agreement
11(a) Consent of independent accountants
11(b) Power of Attorney
13 Undertaking
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant 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 10th day of February, 1994.
FIRST INVESTORS LIFE
SERIES 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 February 10, 1995
- --------------------- Officer and Trustee
Glenn O. Head
/s/Joseph I. Benedek Principal Financial February 10, 1995
- --------------------- and Accounting Officer
Joseph I. Benedek
* Trustee February 10, 1995
- ---------------------
Kathryn S. Head
* Trustee February 10, 1995
- ---------------------
James J. Coy
* Trustee February 10, 1995
- ---------------------
F. William Ortman, Jr.
<PAGE>
* Trustee February 10, 1995
- ---------------------
Roger L. Grayson
* Trustee February 10, 1995
- ---------------------
Herbert Rubinstein
* Trustee February 10, 1995
- ---------------------
James M. Srygley
* Trustee February 10, 1995
- ---------------------
John T. Sullivan
* Trustee February 10, 1995
- ---------------------
Rex R. Reed
* Trustee February 10, 1995
- ---------------------
Robert F. Wentworth
*By: /s/Larry R. Lavoie
-------------------------
Larry R. Lavoie
Attorney-in-fact
<PAGE>
FIRST INVESTORS LIFE SERIES FUND
INVESTMENT ADVISORY AGREEMENT
This Agreement is made as of June 13, 1994, by and between FIRST INVESTORS
LIFE SERIES FUND, a Massachusetts business trust ("Company"), and FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation ("Manager").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company consisting of one or more separate series of shares ("Series"), each
having its own assets and investment policies; and
WHEREAS, the Manager is an investment adviser under the Investment Advisers
Act of 1940, as amended; and
WHEREAS, the Company desires to retain the Manager as investment adviser to
furnish investment advisory and portfolio management services to each Series of
the Company as now exists and to each such other Series of the Company
hereinafter established as agreed to from time to time by the parties hereto
(hereinafter, "Series" shall refer to each Series of the Company which is
subject to this Agreement), and the Manager is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Company hereby appoints the Manager as investment
adviser of the Company and each Series listed on Schedule A of this Agreement
(as such Schedule may be amended from time to time) for the period and on the
terms set forth in this Agreement. The Manager accepts such appointment and
agrees to render the services herein set forth for compensation as set forth on
Schedule A. In the performance of its duties, the Manager will act in the best
interests of the Company and the Series and will comply with (a) applicable laws
and regulations, including, but not limited to, the 1940 Act, (b) the terms of
this Agreement, (c) the Company's Declaration of Trust, By-Laws and currently
effective registration statement under the Securities Act of 1933, as amended,
and the 1940 Act, and any amendments thereto, (d) relevant undertakings to state
securities regulators which also have been provided to the Manager, (e) the
stated investment objective(s), policies and restrictions of each applicable
Series, and (f) such other guidelines as the Company's Board of Trustees
("Board") reasonably may establish.
1
<PAGE>
2. DUTIES OF THE MANAGER.
(a) INVESTMENT PROGRAM. Subject to supervision by the Board, the
Manager will provide a continuous investment program for each Series and shall
determine what securities and other investments will be purchased, retained or
sold by each Series. The Manager will exercise full discretion and act for each
Series in the same manner and with the same force and effect as such Series
itself might or could do with respect to purchases, sales, or other
transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) OTHER MANAGEMENT SERVICES. The Manager agrees to conduct the
business and details of the operation of the Series as shall be agreed to from
time to time by the parties hereto; provided, however, that the Manager shall
not act as custodian for Series assets. The Manager also agrees, at its own
cost, to provide the Series with certain executive, administrative and clerical
personnel and to provide the Series with office facilities and supplies.
(c) EXECUTION OF TRANSACTIONS. The Manager will place orders
pursuant to its investment determinations for each Series either directly with
the issuer or through any brokers or dealers. In the selection of brokers or
dealers and the placement of orders for the purchase and sale of portfolio
investments for each Series, the Manager shall use its best efforts to obtain
for each Series the most favorable price and execution available, except to the
extent that it may be permitted to pay higher brokerage commissions for
brokerage or research services as described below. In using its best efforts to
obtain the most favorable price and execution available, the Manager, bearing in
mind each Series' best interests at all times, shall consider all factors it
deems relevant, including by way of illustration, price, the size of the
transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker or dealer in
other transactions. Subject to such policies as the Board may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused a Series to pay a broker that provides brokerage or research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker would have
charged for effecting that transaction if the Manager determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage or research services provided by such
2
<PAGE>
broker or dealer, viewed in terms of either that particular transaction or the
Manager's overall responsibilities with respect to such Series and to other
clients of the Manager as to which the Manager exercises investment discretion.
(d) REPORTS TO THE BOARD. Upon request, the Manager will provide the
Board with economic and investment analyses and reports and make available to
the Board any economic, statistical and investment services normally available
to institutional or other customers of the Manager.
(e) DELEGATION OF AUTHORITY. Any of the foregoing duties specified
in this paragraph 2 with respect to one or more Series may be delegated by the
Manager, at the Manager's expense, to an appropriate party, subject to such
approval by the Board and shareholders of the applicable Series as may be
required by the 1940 Act. The Manager shall oversee the performance of
delegated duties by any such other party and shall furnish the Board with
periodic reports concerning the performance of delegated responsibilities by
such party.
3. SERVICES NOT EXCLUSIVE. The services furnished by the Manager
hereunder are not to be deemed exclusive and the Manager shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Manager, who may also be a
Trustee, officer or employee of the Company, to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Manager hereby agrees that all records which it
maintains for the Company are the property of the Company and further agrees to
surrender promptly to the Company any of such records upon the Company's
request. The Manager further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-
1 under the 1940 Act.
5. EXPENSES.
(a) EXPENSES OF THE COMPANY. During the term of this Agreement, each
Series will bear all expenses not specifically assumed by the Manager incurred
in its operations and the offering of its shares. Expenses borne by each Series
will include, but not be limited to, the following (or each Series'
proportionate share of the following): brokerage commissions relating to
securities
3
<PAGE>
purchased or sold by the Series or any losses incurred in connection therewith;
fees payable to and expenses incurred on behalf of the Series by the Manager;
expenses of organizing the Series; filing fees and expenses relating to the
registration and qualification of the Series' shares under federal or state
securities laws and maintaining such registrations and qualifications;
distribution fees; fees and salaries payable to the members of the Board and
officers who are not officers or employees of the Manager; taxes (including any
income or franchise taxes) and governmental fees; costs of any liability,
uncollectible items of deposit and other insurance or fidelity bonds; any costs,
expenses or losses arising out of any liability of or claim for damage or other
relief asserted against the Company or Series for violation of any law; legal,
accounting and auditing expenses, including legal fees of special counsel for
the independent trustees; charges of custodians, transfer agents and other
agents; costs of preparing share certificates; expenses of setting in type and
printing prospectuses and supplements thereto for existing shareholders, reports
and statements to shareholders and proxy materials; any extraordinary expenses
(including fees and disbursements of counsel) incurred by the Company or Series;
and fees and other expenses incurred in connection with membership in investment
company organizations.
(b) FEE WAIVERS AND REIMBURSEMENTS. If the expenses borne by a
Series in any fiscal year exceed the applicable expense limitations imposed by
the securities regulations of any state in which shares are registered or
qualified for sale to the public, the Manager will waive its fee or reimburse
such Series for any excess up to the amount of the fee payable to it during that
fiscal year pursuant to paragraph 6 hereof.
6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement with respect to each Series, the Company will pay the
Manager, effective from the date of this Agreement, a fee which is computed
daily and paid monthly from each Series' assets at the annual rates as
percentages of that Series' average daily net assets as set forth in the
attached Schedule A, which Schedule can be modified from time to time to reflect
changes in annual rates or the addition or deletion of a Series from the terms
of this Agreement, subject to appropriate approvals required by the 1940 Act.
If this Agreement becomes effective or terminates with respect to any Series
before the end of any month, the fee for the period from the effective date to
the end of the month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion
that such period bears to the full month in which such effectiveness or
termination occurs.
4
<PAGE>
7. LIMITATION OF LIABILITY OF THE MANAGER. 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.
8. DURATION AND TERMINATION.
(a) EFFECTIVENESS. This Agreement shall become effective upon the
date hereinabove written, provided that, with respect to a Series, this
Agreement shall not take effect unless it has first been approved (i) by a vote
of a majority of those members of the Board who are not parties to this
Agreement or interested persons of any such party ("Independent Board Members")
cast in person at a meeting called for the purpose of voting on such approval,
and (ii) by an affirmative vote of a majority of the outstanding voting
securities of such Series.
(b) RENEWAL. Unless sooner terminated as provided herein, this
Agreement shall continue in effect for two years from the above written date.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive periods of twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of the
Independent Board Members cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board or, with respect to any given
Series, by an affirmative vote of a majority of the outstanding voting
securities of such Series.
(c) TERMINATION. Notwithstanding the foregoing, with respect to any
Series, this Agreement may be terminated at any time by vote of the Board or by
vote of a majority of the outstanding voting securities of such Series on 60
days' written notice delivered or mailed by registered mail, postage prepaid, to
the Manager. The Manager may at any time terminate this Agreement on 60 days'
written notice delivered or mailed by registered mail, postage prepaid, to the
Company. This Agreement automatically and immediately will terminate in the
event of its assignment. Termination of this Agreement
5
<PAGE>
pursuant to this paragraph 8 shall be without the payment of any penalty.
Termination of this Agreement with respect to a given Series shall not affect
the continued validity of this Agreement or the performance thereunder with
respect to any other Series.
9. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment of this Agreement
as to a given Series shall be effective until approved by vote of the holders of
a majority of the outstanding voting securities of such Series.
10. NAME OF COMPANY. The Company or any Series may use the name "First
Investors" only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to the business of the Manager. At such
time as such an agreement shall no longer be in effect, the Company and each
Series will (to the extent that it lawfully can) cease to use any name derived
from First Investors Management Company, Inc. or any successor organization.
11. 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.
12. DEFINITIONS. As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested person," and "assignment" shall have
the same meanings as such terms have in the 1940 Act.
13. 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.
14. 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.
15. MASSACHUSETTS BUSINESS TRUST. The Manager hereby acknowledges that,
although this Agreement is executed by an officer and/or trustee of the Company,
the obligations of this Agreement are not binding upon any of them individually
or upon the
6
<PAGE>
Company's shareholders individually; rather, these obligations are binding only
upon the assets and property of the Company.
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 LIFE SERIES FUND
Attest:
/s/C. Durso By: /s/Glenn O. Head
- ------------------------- ---------------------------------------------
C. Durso, Secretary Glenn O. Head, President
FIRST INVESTORS MANAGEMENT
Attest: COMPANY, INC.
/s/Carol R. Lerner By: /s/Kathryn S. Head
- ------------------------- ---------------------------------------------
Carol R. Lerner, Secretary Kathryn S. Head, President
7
<PAGE>
FIRST INVESTORS LIFE SERIES FUND
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 6 of this First
Investors Life Series Fund Investment Advisory Agreement shall be calculated in
accordance with the following schedule:
BLUE CHIP SERIES
CASH MANAGEMENT SERIES
DISCOVERY SERIES
GOVERNMENT SERIES
GROWTH SERIES
HIGH YIELD SERIES
INTERNATIONAL SERIES
INVESTMENT GRADE SERIES
UTILITIES INCOME SERIE
Advisory Fee as %
Average Daily of Average Daily
Net Assets Net Assets
------------------ ------------------
Up to $250 million 0.75%
In excess of $250 million to $500 million 0.72%
In excess of $500 million to $750 million 0.69%
Over $750 million 0.66%
Dated: June 13, 1994
8
<PAGE>
[FORM OF]
FIRST INVESTORS LIFE SERIES FUND
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 6 of this First Investors Life Series
Fund Investment Advisory Agreement shall be calculated in accordance with the
following schedule:
BLUE CHIP SERIES
CASH MANAGEMENT SERIES
DISCOVERY SERIES
GOVERNMENT SERIES
GROWTH SERIES
HIGH YIELD SERIES
INTERNATIONAL SERIES
INVESTMENT GRADE SERIES
UTILITIES INCOME SERIE
ZERO COUPON 2007 SERIES
Advisory Fee as %
Average Daily of Average Daily
Net Assets Net Assets
------------------ ------------------
Up to $250 million 0.75%
In excess of $250 million to $500 million 0.72%
In excess of $500 million to $750 million 0.69%
Over $750 million 0.66%
Dated: __________ ___, 1995
9
<PAGE>
FIRST INVESTORS LIFE SERIES FUND
SUBADVISORY AGREEMENT
Agreement made as of this 13th day of June, 1994, by and among FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation (the "Adviser"),
WELLINGTON MANAGEMENT COMPANY, a Massachusetts general partnership (the
"Subadviser"), and FIRST INVESTORS LIFE SERIES FUND (the "Fund"), a
Massachusetts business trust and a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act").
W I T N E S S E T H:
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated June 13, 1994 (the "Advisory Agreement") with the Fund, pursuant to which
the Adviser acts as investment adviser of each Series of the Fund (the
"Series"); and
WHEREAS, the Adviser and the Fund each desire to retain the Subadviser to
provide investment advisory services to certain Series of the Fund in connection
with the management of that Series and the Subadviser is willing to render such
investment advisory services (hereinafter, "Series" shall refer to each Series
of the Fund which is subject to this Agreement).
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. SUBADVISER'S DUTIES.
(a) PORTFOLIO MANAGEMENT. Subject to supervision by the Adviser and
the Fund's Board of Trustees, the Subadviser shall manage the investment
operations and the composition of that portion of assets of a particular Series
as the Adviser and the Fund shall agree upon from time to time, as set forth in
Schedule A hereto (as such Schedule may be amended from time to time), which is
allocated to it from time to time by the Adviser (which portion can include any
or all of that Series' assets), including the purchase, retention and
disposition thereof, in accordance with that Series' investment objectives,
policies and restrictions, and subject to the following understandings:
(i) INVESTMENT DECISIONS. The Subadviser shall determine from
time to time what investments and securities will be
1
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purchased, retained, sold or loaned by each Series, and what portion of such
assets will be invested or held uninvested as cash.
(ii) INVESTMENT LIMITS. In the performance of its duties and
obligations under this Agreement, the Subadviser shall act in conformity with
applicable limits and requirements, as amended from time to time, as set forth
in the (A) Fund's Declaration of Trust, as amended and restated from time to
time, By-Laws, Prospectus and Statement of Additional Information applicable to
a Series, (B) instructions and directions of the Adviser and of the Board of
Trustees of the Fund, and (C) requirements of the 1940 Act, the Internal Revenue
Code of 1986, as amended, as applicable to the Series, and all other applicable
federal and state laws and regulations.
(iii) PORTFOLIO TRANSACTIONS. With respect to the securities and
other investments to be purchased or sold for each Series, the Subadviser shall
place orders with or through such persons, brokers, dealers or futures
commission merchants (including, but not limited to, broker-dealers which are
affiliated with the Adviser) selected by the Subadviser, provided, however, that
such orders shall (A) be consistent with the brokerage policy set forth in the
Prospectus and Statement of Additional Information applicable to that Series, or
approved by the Fund's Board of Trustees, (B) conform with federal securities
laws, and (C) be consistent with securing the most favorable price and efficient
execution. Within the framework of this policy, the Subadviser may consider the
research, investment information and other services provided by, and the
financial responsibility of, brokers, dealers or futures commission merchants
who may effect, or be a party to, any such transaction or other transactions to
which the Subadviser's other clients may be a party.
On occasions when the Subadviser deems the purchase or sale of a security
or futures contract to be in the best interest of a Series as well as other
clients of the Subadviser, the Subadviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to, aggregate the
securities or futures contracts to be sold or purchased in order to obtain the
most favorable price or lower brokerage commissions and efficient execution. In
such event, allocation of the securities or futures contracts so purchased or
sold, as well as the expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other clients.
2
<PAGE>
(iv) RECORDS AND REPORTS. The Subadviser shall maintain such
books and records required by Rule 31a-1 under the 1940 Act as shall be agreed
upon from time to time by the parties hereto, and shall render to the Fund's
Board of Trustees such periodic and special reports as the Board of Trustees of
the Fund may reasonably request.
(v) TRANSACTION REPORTS. The Subadviser shall provide the
custodian of each Series on each business day with information relating to all
transactions concerning that Series' assets and shall provide the Adviser with
such information upon the Adviser's request.
(b) SUBADVISER'S PARTNERS, OFFICERS AND EMPLOYEES. The Subadviser
shall authorize and permit any of its partners, officers and employees who may
be elected as Trustees or officers of the Fund to serve in the capacities in
which they are elected. Services to be furnished by the Subadviser under this
Agreement may be furnished through any such partners, officers or employees. In
addition, the Subadviser shall notify the other parties to this Agreement of any
change in the Subadviser's partnership membership within a reasonable time after
such change.
(c) MAINTENANCE OF RECORDS. The Subadviser shall timely furnish to
the Adviser all information relating to the Subadviser's services hereunder
which are needed by the Adviser to maintain the books and records of the Series
required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all
records which it maintains for the Series are the property of the Fund and the
Subadviser will surrender promptly to the Fund any of such records upon the
Fund's request; provided, however, that the Subadviser may retain a copy of such
records. The Subadviser further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
(d) FIDELITY BOND AND CODE OF ETHICS. The Subadviser will provide
the Fund with reasonable evidence that, with respect to its activities on behalf
of the Fund and/or each Series, the Subadviser is maintaining (i) adequate
fidelity bond insurance, and (ii) an appropriate Code of Ethics and related
reporting procedures.
2. ADVISER'S DUTIES. The Adviser shall continue to have responsibility
for all other services to be provided to the Fund and each Series pursuant to
the Advisory Agreement and shall oversee and review the Subadviser's performance
of its duties under this Agreement. The Adviser shall also retain direct
portfolio
3
<PAGE>
management responsibility with respect to any assets of the Series which are not
allocated by it to the portfolio management of the Subadviser as provided in
paragraph 1(a) hereof.
3. DOCUMENTS PROVIDED TO THE SUBADVISER. The Adviser has or will deliver
to the Subadviser current copies and supplements thereto of each of the
following documents, and will deliver to it all future amendments and
supplements, if any:
(a) the Declaration of Trust of the Fund, as filed with the Secretary
of State of the Commonwealth of Massachusetts;
(b) the By-Laws of the Fund;
(c) certified resolutions of the Board of Trustees of the Fund
authorizing the appointment of the Adviser and the Subadviser and approving the
form of this Agreement;
(d) the Fund's Registration Statement on Form N-1A under the 1940 Act
and the Securities Act of 1933, as amended ("1933 Act"), pertaining to a Series,
as filed with the Securities and Exchange Commission; and
(e) the Prospectus and Statement of Additional Information pertaining
to that Series.
4. COMPENSATION OF THE SUBADVISER. For the services provided and the
expenses assumed pursuant to this Agreement, the Adviser will pay to the
Subadviser, effective from the date of this Agreement, a fee which is computed
daily and paid monthly from each Series' assets at the annual rates as a
percentage of that Series' average daily net assets as set forth in the attached
Schedule A, which Schedule can be modified from time to time to reflect changes
in annual rates or the addition or deletion of a Series from the terms of this
Agreement, subject to appropriate approvals required by the 1940 Act. If this
Agreement becomes effective or terminates with respect to any Series before the
end of any month, the fee for the period from the effective date to the end of
the month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion that such month bears
to the full month in which such effectiveness or termination occurs.
5. LIABILITY OF THE SUBADVISER. The Subadviser agrees to perform
faithfully the services required to be rendered to the Fund and each Series
under this Agreement, but nothing herein contained shall make the Subadviser or
any of its officers, partners or
4
<PAGE>
employees liable for any loss sustained by the Fund or its officers, Trustees or
shareholders or any other person on account of the services which the Subadviser
may render or fail to render under this Agreement; provided, however, that
nothing herein shall protect the Subadviser against liability to the Fund, or to
any of the Series' shareholders, to which the Subadviser would otherwise be
subject, by reason of its willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement. Nothing in this Agreement shall
protect the Subadviser from any liabilities which it may have under the 1933 Act
or the 1940 Act.
6. DURATION AND TERMINATION. Unless sooner terminated as provided
herein, this Agreement shall continue in effect for a period of more than two
years from the date written above only so long as such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated at any
time with respect to any Series, without the payment of any penalty, by the
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of such Series, or by the Subadviser at
any time, without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the other parties. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act) or upon the termination of the Advisory Agreement. Termination of this
Agreement with respect to a given Series shall not affect the continued validity
of this Agreement or the performance thereunder with respect to any other
Series.
7. SUBADVISER'S SERVICES ARE NOT EXCLUSIVE. Nothing in this Agreement
shall limit or restrict the right of any of the Subadviser's partners, officers
or employees who may also be a Trustee, officer or employee of the Fund to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any business, whether of a similar or a
dissimilar nature, or limit or restrict the Subadviser's right to engage in any
other business or to render services of any kind to any other corporation, firm,
individual or association.
8. REFERENCES TO THE SUBADVISER. During the term of this Agreement, the
Adviser agrees to furnish to the Subadviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales literature or
other material prepared for distribution to sales personnel, shareholders of the
Series or the public, which refer to the Subadviser or its clients in any way,
5
<PAGE>
prior to use thereof and not to use such material if the Subadviser reasonably
objects in writing five business days (or such other time as may be mutually
agreed upon) after receipt thereof. Sales literature may be furnished to the
Subadviser hereunder by first-class or overnight mail, facsimile transmission
equipment or hand delivery.
9. AMENDMENTS. This Agreement may be amended with respect to a given
Series by mutual consent, subject to approval by the Fund's Board of Trustees
and such Series' shareholders to the extent required by the 1940 Act.
10. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York.
11. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof.
12. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
13. THE 1940 ACT. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is altered by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
14. HEADINGS. The headings in this Agreement are intended solely as a
convenience, and are not intended to modify any other provision herein.
15. MASSACHUSETTS BUSINESS TRUST. The parties to this Agreement hereby
acknowledge 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.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
FIRST INVESTORS MANAGEMENT
Attest: COMPANY, INC.
/s/Carol R. Lerner By: /s/Kathryn S. Head
- ------------------------- ---------------------------------------------
Carol R. Lerner, Secretary Kathryn S. Head, President
WELLINGTON MANAGEMENT
Attest: COMPANY
/s/Dana Watkins By: /s/Duncan M. McFarland
- ------------------------- ---------------------------------------------
Dana Watkins Duncan M. McFarland, President
FIRST INVESTORS LIFE SERIES FUND
Attest:
/s/C. Durso By: /s/Glenn O. Head
- ------------------------- ---------------------------------------------
C. Durso, Secretary Glenn O. Head, President
7
<PAGE>
FIRST INVESTORS LIFE SERIES FUND
SUBADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 4 of the First Investors Life Series
Fund Subadvisory Agreement shall be calculated in accordance with the following
schedule:
GROWTH SERIES
INTERNATIONAL SECURITIES SERIES
Advisory Fee as %
Average Daily of Average Daily
Net Assets* Net Assets
------------------- ------------------
Up to $50 million 0.400%
In excess of $50 million to $150 million 0.275%
In excess of $150 million to $500 million 0.225%
Over $500 million 0.200%
Dated: June 13, 1994
* Applies to average daily net assets that are subject to the Subadvisor's
investment discretion.
8
<PAGE>
ACCOUNTANTS' CONSENT
First Investors Life Series Fund
95 Wall Street
New York, New York 10005
We consent to the use of our name in connection with the opinion dated
February 13, 1995 and accompanying Statement of Assets and Liabilities of First
Investors Zero Coupon 2007 Series, a separate designated series of First
Investors Series Fund, to be included in Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A (File No. 2-98409), which will be filed with
the United States Securities and Exchange Commission, Washington, D.C.
/s/Tait, Weller & Baker
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
February 14, 1995
<PAGE>
First Investors Life Series Fund
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors Life Series 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 19th
day of January, 1995.
/S/James M. Srygley
---------------------------------
James M. Srygley
<PAGE>
ZERO COUPON 2007 SERIES
A SERIES OF
FIRST INVESTORS LIFE SERIES FUND
UNDERTAKING
----------------------------
First Investors Life Insurance Company, which has contributed $100 to Zero
Coupon 2007 Series (the "Series"), a separate designated series of First
Investors Life Series Fund, hereby undertakes not to remove such initial
contribution from the Series for a period of two years from the date of
commencement of operations of the Series.
FIRST INVESTORS LIFE INSURANCE COMPANY
By:/s/Richard H. Gaebler
---------------------------
Richard H. Gaebler
President
Dated:
February 10, 1995
