As filed with the Securities and Exchange Commission on May 31, 2000
1933 Act File No. 333-92069
1940 Act File No. 811-5690
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. ------ [ ]
Post-Effective Amendment No. 1 [ X ]
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(Check appropriate box or boxes.)
FIRST INVESTORS SERIES FUND
(Exact name of Registrant as Specified in Charter)
95 Wall Street
New York, New York 10005
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 858-8000
Ms. Concetta Durso
Secretary and Vice President
First Investors Fund For Income, Inc.
95 Wall Street
New York, New York 10005
(Name and Address of Agent for Service)
Copy to:
Robert J. Zutz, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Washington, D.C. 20036
Approximate Date of Proposed Public Offering: as soon as practicable after this
Registration Statement becomes effective under the Securities Act of 1933.
No filing fee is required because of reliance on Section 24(f) of the
Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b) under the Securities Act of 1933.
<PAGE>
Parts A and B were previously filed.
FIRST INVESTORS SERIES FUND
PART C. OTHER INFORMATION
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Item 15. Indemnification
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Article XI, Section 1 of Registrant's Declaration of Trust provides
as follows:
Section 1.
Provided they have exercised reasonable care and have acted under
the reasonable belief that their actions are in the best interest of the Trust,
the Trustees shall not be responsible for or liable in any event for neglect or
wrongdoing of them or any officer, agent, employee or investment adviser of the
Trust, but nothing contained herein shall protect any Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
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
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good faith in the reasonable belief that his action
was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been
a determination that such Trustee or officer did not
engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of his office,
(A) by the court or other body approving the
settlement; or
(B) by at least a majority 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.
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
<PAGE>
resulting from the willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Any person, even though also an
officer, partner, employee, or agent of the Manager, who may be or become an
officer, Board member, employee or agent of the Company shall be deemed, when
rendering services to the Company or acting in any business of the Company, to
be rendering such services to or acting solely for the Company and not as an
officer, partner, employee, or agent or one under the control or direction of
the Manager even though paid by it.
The Registrant's Underwriting Agreement provides as follows:
The Underwriter agrees to use its best efforts in effecting the
sale and public distribution of the shares of the Fund through dealers and to
perform its duties in redeeming and repurchasing the shares of the Fund, but
nothing contained in this Agreement shall make the Underwriter or any of its
officers and directors or shareholders liable for any loss sustained by the Fund
or any of its officers, trustees, or shareholders, or by any other person on
account of any act done or omitted to be done by the Underwriter under this
Agreement provided that nothing herein contained shall protect the Underwriter
against any liability to the Fund or to any of its shareholders to which the
Underwriter would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties as Underwriter or by
reason of its reckless disregard of its obligations or duties as Underwriter
under this Agreement. Nothing in this Agreement shall protect the Underwriter
from any liabilities which they may have under the Securities Act of 1933 or the
Investment Company Act of 1940.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable
Item 16. Exhibits
(1)(i) Amended and Restated Declaration of Trust(1)
(ii) Supplemental Declaration of Trust(2)
(2) By-laws(1)
(3) Voting trust agreement - none.
(4) Agreement and Plan of Reorganization and Termination is attached
as Appendix A to the Prospectus/Proxy Statement.(3)
(5) Shareholders' rights are contained in (a) Articles III, VIII, X,
XI and XII of Registrant's Amended and Restated Declaration of
Trust dated September 19, 1988, as amended September 22, 1994,
previously filed as Exhibit 99.B1 to Registrant's Registration
<PAGE>
Statement, and (b) Articles III and V of Registrant's By-laws,
previously filed as Exhibit 99.B2 to Registrant's Registration
Statement.
(6) Investment Advisory Agreement between Registrant and First
Investors Management Company, Inc.(1)
(7) Underwriting Agreement between Registrant and First Investors
Corporation.(1)
(8) Bonus, profit sharing or pension plans - none
(9)(i) Custodian Agreement between Registrant and Irving Trust Company1
(ii) Supplement to Custodian Agreement between Registrant and The
Bank of New York(1)
(10)(i) Amended and Restated Class A Distribution Plan(1)
(ii) Class B Distribution Plan(1)
(11) Opinion and Consent of Counsel regarding the legality of
securities being registered(3)
(12) Opinion and Consent of Counsel regarding certain tax matters -
filed herewith
(13)(i) Administration Agreement between Registrant, First Investors
Management Company, Inc., First Investors Corporation and
Administrative Data Management Corp.(1)
(ii) Schedule A to Administration Agreement(2)
(14) Consent of independent public accountants(3)
(15) Financial statements omitted from Part B - none
(16) Powers of Attorney(1)
(17) Additional exhibits -- none
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(1) Incorporated by reference from Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-25623)
filed on April 23, 1996.
(2) Incorporated by reference from Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A (File No. 33-25623)
filed on May 15, 1997.
(3) Incorporated by reference from Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14 (File No. 333-92069)
filed on January 13, 2000.
<PAGE>
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
re-offering of the securities registered through the use of the prospectus which
is a part of this Registration Statement by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c) of the Securities Act of
1933, the re-offering prospectus will contain the information called for by the
applicable registration form for re-offering by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new Registration Statement for
the securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 25th day of May, 2000.
FIRST INVESTORS SERIES FUND
By:/s/ Glenn O. Head
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Glenn O. Head
President and Trustee
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Glenn O. Head Principal Executive May 25, 2000
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Glenn O. Head Officer and Trustee
/s/ Joseph I. Benedek Principal Financial May 25, 2000
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Joseph I. Benedek And Accounting Officer
* Trustee May 25, 2000
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Kathryn S. Head
/s/ Larry R. Lavoie Trustee May 25, 2000
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Larry R. Lavoie
* Trustee May 25, 2000
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Herbert Rubinstein
* Trustee May 25, 2000
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Nancy Schaenen
* Trustee May 25, 2000
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James M. Srygley
<PAGE>
* Trustee May 25, 2000
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John T. Sullivan
* Trustee May 25, 2000
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Rex R. Reed
* Trustee May 25, 2000
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Robert F. Wentworth
</TABLE>
*By: /s/ Larry R. Lavoie
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Larry R. Lavoie
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
------ ----------- ----
(1)(i) Amended and Restated Declaration of Trust(1)
(1)(ii) Supplemental Declaration of Trust(2)
(2) By-laws(1)
(3) Voting trust agreement - none.
(4) Agreement and Plan of Reorganization and Termination is attached as
Appendix A to the Prospectus/Proxy Statement.(3)
(5) Shareholders' rights are contained in (a) Articles III, VIII, X, XI
and XII of Registrant's Amended and Restated Declaration of Trust
dated September 19, 1988, as amended September 22, 1994, previously
filed as Exhibit 99.B1 to Registrant's Registration Statement, and (b)
Articles III and V of Registrant's By-laws, previously filed as
Exhibit 99.B2 to Registrant's Registration Statement.
(6) Investment Advisory Agreement between Registrant and First Investors
Management Company, Inc.(1)
(7) Underwriting Agreement between Registrant and First Investors
Corporation.(1)
(8) Bonus, profit sharing or pension plans - none
(9)(i) Custodian Agreement between Registrant and Irving Trust Company(1)
(9)(ii) Supplement to Custodian Agreement between Registrant and The Bank of
New York(1)
(10)(i) Amended and Restated Class A Distribution Plan(1)
(10)(ii) Class B Distribution Plan(1)
(11) Opinion and Consent of Counsel regarding the legality of securities
being registered.(3)
(12) Opinion and Consent of Counsel regarding certain tax matters - filed
herewith.
<PAGE>
(13)(i) Administration Agreement between Registrant, First Investors
Management Company, Inc., First Investors Corporation and
Administrative Data Management Corp.(1)
(13(ii) Schedule A to Administration Agreement(2)
(14) Consent of independent public accountants.(3)
(15) Financial statements omitted from Part B - none
(16) Powers of Attorney(1)
(17) Additional exhibits -- none
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(1) Incorporated by reference from Post-Effective Amendment No. 20 to
Registrant's Registration Statement (File No. 33-25623) filed on April
23, 1996.
(2) Incorporated by reference from Post-Effective Amendment No. 22 to
Registrant's Registration Statement (File No. 33-25623) filed on May 15,
1997.
(3) Incorporated by reference from Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-14 (File No. 333-92069)
filed on January 13, 2000.
