FIRST INVESTORS SERIES FUND II, INC.
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 6 of this First Investors Series Fund
II, Inc. Investment Advisory Agreement shall be calculated in accordance with
the following schedules:
FOCUSED EQUITY FUND
GROWTH & INCOME FUND
UTILITIES INCOME FUND
ALL-CAP GROWTH FUND
Advisory Fee as %
Average Daily of Average Daily
Net Assets Net Assets
------------- -----------------
Up to $300 million 0.75%
In excess of $300 million to $500 million 0.72%
In excess of $500 million to $750 million 0.69%
Over $750 million 0.66%
MID-CAP OPPORTUNITY FUND
Advisory Fee as %
Average Daily of Average Daily
Net Assets Net Assets
------------- -----------------
Up to $200 million 1.00%
In excess of $200 million to $500 million 0.75%
In excess of $500 million to $750 million 0.72%
In excess of $750 million to $1.0 billion 0.69%
Over $1.0 billion 0.66%
Dated: ____________, 2000
