[GRAPHIC OMITTED][GRAPHIC OMITTED]
CODE OF ETHICS
Revised August 17, 2000
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TABLE OF CONTENTS
PAGE NO.
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SECTION I STATEMENT OF PRINCIPLES................................... 1
SECTION II GENERAL POLICIES.......................................... 1
A. Fraud and Manipulation................................. 1
B. Investment Opportunities............................... 2
C. Personal Benefits...................................... 2
D. Gifts.................................................. 2
E. Service as a Director of a Public Company.............. 2
SECTION III POLICIES REGARDING PERSONAL SECURITIES
TRANSACTIONS.............................................. 2
A. Types of Transactions Covered
B. Preclearance Requirements.............................. 3
1. General Rules.......................................... 3
2. Special Rules for Limited Offerings
and Initial Public Offerings........................... 4
C. Black-out periods on Personal Securities Transactions.. 5
1. General Rules.......................................... 5
2. Special Rules for Portfolio Managers................... 5
D. Disgorgement of Short-Term Trading Profits............. 5
E. Exemptions from Preclearance and other Restrictions.... 5
SECTION IV REPORTING REQUIREMENTS.................................... 7
A. Securities Accounts.................................... 7
B. Initial Holdings Reports............................... 7
C. Quarterly Reports...................................... 8
D. Annual Reports......................................... 8
E. Exemptions from Reporting.............................. 9
SECTION V RESPONSIBILITIES OF DISINTERESTED DIRECTORS............... 10
SECTION VI RESPONSIBILITIES OF THE INVESTMENT COMPLIANCE
MANAGER................................................... 10
SECTION VII VIOLATIONS AND REMEDIES................................... 11
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ADOPTING ENTITIES....................................................... 12
APPENDIX A DEFINITIONS.............................................. 13
A. Access Person........................................ 13
B. Advisory Person....................................... 13
C. Beneficial Ownership.................................. 13
D. Covered Security...................................... 14
E. Disinterested Director................................ 14
F. First Investors....................................... 14
G. Funds................................................. 14
H. Immediate Family Member............................... 14
I. Initial Public Offering............................... 14
J. Investment Compliance Manager......................... 14
K. Investment Personnel.................................. 15
L. Personal Securities Transaction....................... 15
M. Purchase, Sell or Sale................................ 15
N. Limited Offering...................................... 15
O. Related Security...................................... 15
P. Securities Account.................................... 15
APPENDIX B PRECLEARANCE REQUEST FORM................................. 16
APPENDIX C REQUEST TO OPEN SECURITIES ACCOUNT........................ 17
APPENDIX D INITIAL HOLDINGS REPORT................................... 18
APPENDIX E QUARTERLY TRANSACTIONS REPORT............................. 19
APPENDIX F ANNUAL REPORT AND CERTIFICATION........................... 21
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FIRST INVESTORS
CODE OF ETHICS
I. STATEMENT OF PRINCIPLES
-----------------------
In accordance with the requirements of Section 17(j) of the Investment
Company Act of 1940 and Rule 17j-1 thereunder, the First Investors family of
mutual funds ("Funds"), their investment advisers, and their principal
underwriters have adopted this Code of Ethics ("Code") to protect the Funds from
actual and potential conflicts of interest which may arise from the Personal
Securities Transactions and other conduct of access persons ("Access Persons").
If you are an Access Person, you will be notified of your status as such by the
Investment Compliance Manager.
All Access Persons are expected to not only comply with this Code but
also to follow the highest ethical standards in all business and personal
dealings which could in any way affect the Funds. The guiding principles for all
Access Persons are to place the interests of the Funds first at all times, to
avoid placing themselves in any position in which there is any actual or
apparent conflict of interest with the interests of the Funds, and to refrain
from taking any inappropriate advantage of their positions of trust and
responsibility.
The policies and procedures set forth herein are in addition to any
policies and procedures which may apply to any Access Person by operation of law
or contract, such as the First Investors Insider Trading Policies and
Procedures. Because the Disinterested Directors of the Funds are exempt from
many of the policies and procedures of this Code, their responsibilities are set
forth separately in Section V of this Code. Employees of non-affiliated
subadvisers are subject to the codes of ethics of their own employers.
The definitions of capitalized terms used in this Code are set forth in
Appendix A.
II. GENERAL POLICIES
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A. FRAUD AND MANIPULATION
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No Access Person, shall, in connection with the Purchase or Sale,
directly or indirectly, of a Covered Security held or to be acquired by any of
the Funds or Private Accounts managed by First Investors:
1. Employ any device, scheme or artifice to defraud any such Fund or
Private Account;
2. Make to any Fund or Private Account any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements made, in light of the circumstances under which
they are made, not misleading;
3. Engage in any act, practice or course of business which operates
or would operate as fraud or deceit upon any Fund or Private Account;
or,
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4. Engage in any manipulative practice with respect to any Fund or
Private Account.
B. INVESTMENT OPPORTUNITIES
------------------------
No Access Person shall take personal advantage of any investment
opportunity that properly belongs to any of the Funds or Private Accounts.
C. PERSONAL BENEFITS
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No Access Person shall:
1. Cause or attempt to cause any of the Funds or Private Accounts to
Purchase, Sell or hold any Covered Security in a manner calculated to
create any personal benefit to the Access Person;
2. Accept any option, warrant, right, or other Covered Security from
any issuer, person affiliated or associated with any issuer,
underwriter, broker, or dealer which has offered or sold any Covered
Security or Related Security to any of the Funds or Private Accounts,
unless the Access Person has obtained preclearance from the Investment
Compliance Manager after full disclosure on the Preclearance Request
form of all material facts, including the nature of the Covered
Security, the relationship of the party granting the Covered Security
to the Funds or Private Accounts, and any potential conflicts of
interest; or
3. Use his or her knowledge of or ability to influence or control the
portfolio transactions of a Fund or Private Account for his or her
personal benefit or the personal benefit of his or her friends or
relatives.
D. GIFTS
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No Access Person shall accept any gift or other thing of more than de
minimis value from any person or entity that does business with any Fund or
Private Account. This policy is not intended to prohibit an Access Person from
accepting occasional meals, tickets to sporting events or the theater, or
comparable entertainment as long as they are not so frequent or extensive as to
raise the appearance of impropriety.
E. SERVICE AS A DIRECTOR OF A PUBLIC COMPANY
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No Access Person shall serve on the board of directors of any publicly
traded company, absent prior authorization of the Investment Compliance Manager,
based upon a determination that the board service would be consistent with the
interests of the Funds and Private Accounts. In the rare case in which board
service is authorized, any Access Person serving as a director must be prevented
from participating in any investment decisions regarding the securities of the
company for which he or she serves as a director, through "Chinese Wall" or
other procedures.
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III. POLICIES REGARDING PERSONAL SECURITIES TRANSACTIONS
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Access persons are required to comply with the following policies
regarding Personal Securities Transactions.
A. TYPES OF TRANSACTIONS COVERED
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A "Personal Securities Transaction" is any Purchase, Sale, or other
acquisition or disposition of a security of which the Access Person is a
Beneficial Owner. The basic test for whether an Access Person is a Beneficial
Owner of a security is whether he or she, directly or indirectly, has the
opportunity to profit or share in the profits from a transaction in a security.
An Access Person is presumed to be the Beneficial Owner of securities held by
Immediate Family Members who share the same household with the Access Person,
since he or she may directly or indirectly benefit from transactions in such
securities. Without attempting to define all possible forms of beneficial
ownership, an Access Person would be the Beneficial Owner of securities owned
by: (i) the Access Person individually or jointly; (ii) the Access Person's
spouse, children, or other Immediate Family Members who live in the same
household with the Access Person; (iii) a trust of which the Access Person is a
beneficiary; and (iv) a partnership of which the Access Person is a general
partner.
B. PRECLEARANCE REQUIREMENTS
-------------------------
1. General Rules
Every Access Person is required to obtain preclearance from the
Investment Compliance Manager prior to engaging in any Personal Securities
Transaction involving any Covered Security unless such Personal Securities
Transaction is exempt from preclearance under this Code. It should be emphasized
that, unless a Personal Securities Transaction is exempt from preclearance under
this Code, it must be precleared by the Investment Compliance Manager even if no
Fund or Private Account would normally purchase the Covered Security at issue.
For purposes of the preclearance requirement, any amendment of an order to
Purchase or Sell any Covered Security (e.g., any change of price, time, or
amount) is considered a new transaction. Furthermore, any change of the terms of
a stop, limit or stop limit order is considered a new transaction which must be
precleared.
Preclearance may be requested by completing the Preclearance Request
form which is attached hereto as Appendix B and submitting it to the Investment
Compliance Manager. The Preclearance Request form requires the Access Person to
certify, among other things, that the transactions are not subject to any
restrictions in this Code. The form also has a comment section which should be
used to disclose any potential conflicts of interest. If a Covered Security is
to be acquired in a Limited Offering or Initial Public Offering, the Access
Person must also indicate this fact on the form. As discussed below, special
rules apply to Limited Offerings and Initial Public Offerings.
The Investment Compliance Manager shall grant preclearance only if the
transaction or transactions requested would not violate any restriction in the
Code and would not otherwise conflict with the interests of the Funds or Private
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Accounts. In making this determination, the Investment Compliance Manager will
consult with Investment Personnel who participate in making investment decisions
for any Funds or Private Accounts that would normally invest in the types of
securities listed on the Preclearance Request form.
No order shall be placed by the Access Person until the Investment
Compliance Manager (or the General Counsel in his or her absence) signifies his
or her approval by signing the Preclearance Request form. Personal securities
transactions by the Investment Compliance Manager must be approved by the
General Counsel (or his designee).
Once clearance has been granted for a Personal Securities Transaction
for a publicly traded security, it will be in effect for one (1) trading day
only. This "one trading day" policy is interpreted as follows:
o If clearance is granted at a time when the principal market in
which the security trades is open, clearance is effective for the
remainder of that trading day until the opening of that market on
the following day.
o If clearance is granted at a time when the principal market in
which the security trades is closed, clearance is effective for
the next trading day until the opening of that market on the
following day.
The one trading day policy applies to limit orders as well as market
orders. The Investment Compliance Manager shall, however, have the authority to
extend the clearance period for Personal Securities Transactions, such as
purchases in connection with Limited Offerings and sales into tender offers,
which cannot be consummated within one trading day. In such circumstances, the
period of the clearance will be stated on the form in the comment section.
2. Special Rules for Limited Offerings and Initial Public Offerings
If a Covered Security is to be acquired by an Access Person in a
Limited Offering (which includes a Private Placement), before granting
clearance, the Investment Compliance Manager shall make a detailed inquiry to
determine whether there is any actual or potential conflict of interest between
the interests of the Access Person and those of any Fund or Private Account.
This inquiry shall include, but not be limited to, why the Covered Security is
being offered to the Access Person, whether any Fund or Private Account has
invested in any Covered Security that is in any way related to the issuer,
underwriter, or dealer which is offering the Covered Security to the Access
Person, and whether the Covered Security represents an investment opportunity
that properly belongs to any Fund or Private Account.
If a Covered Security is to be acquired by an Access Person in an
Initial Public Offering, before granting clearance, the Investment Compliance
Manager shall make a detailed inquiry to ensure that the Access Person is not
being given the opportunity to participate in the offering for an improper
reason, that the offering does not represent an investment opportunity for any
Fund or Private Account, and that there is no other actual or apparent conflict
of interest. In general, approval will be granted only if it is clear that the
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Access Person has not been offered the opportunity to invest because of his or
her position with First Investors. For example, clearance would normally be
granted if the Access person is exercising rights issued pro rata to all
shareholders of a corporation, all policy holders of an insurance company or all
depositors of a bank.
If an Access Person is cleared to buy a Covered Security in a Limited
Offering, the Access Person must notify the Investment Compliance Manager before
participating in any subsequent consideration by any Fund or Private Account of
an investment in the same issuer. Thus, for example, an Access Person who has
acquired warrants from an issuer in a Private Placement would be required to
notify the Investment Compliance Manager before he or she plays any role in a
Fund's subsequent consideration of an investment in any Covered Securities
issued by the same issuer of the warrants or any Related Securities. Moreover,
any decision to purchase securities of the issuer must be subject to an
independent review by Investment Personnel with no interest in the issuer.
C. BLACK-OUT PERIODS ON PERSONAL SECURITIES TRANSACTIONS
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1. GENERAL RULES. No Access Person shall Purchase or Sell, directly
or indirectly, any Covered Security on any day which:
o any Fund or Private Account has a pending buy or sell order
for the same Covered Security;
o any Fund or Private Account is involved in a program of
buying or selling the same Covered Security, which has not
yet concluded, even if no buy or sell order is pending; or
o any Fund or Private Account is actively considering placing a
buy or sell order for the same Covered Security, even if no
buy or sell order is pending.
2. SPECIAL RULES FOR PORTFOLIO MANAGERS. No Portfolio Manager may
engage in a Personal Securities Transaction involving any Covered
Security for 7 days prior to, and 7 days following, a transaction
in the same Covered Security by a Fund or Private Account managed
by that Portfolio Manager. The term "Portfolio Manager" includes
all persons who are designated as portfolio managers in
prospectuses, assigned members of investment teams for Funds or
Accounts that are team-managed, and such other persons who may be
otherwise designated as Portfolio Managers based upon their
participation in making investment decisions.
D. DISGORGEMENT OF SHORT-TERM TRADING PROFITS
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No Access Person shall retain profits from short-term trading in
Covered Securities. For purposes of this Code, "short-term" trading is defined
as the Purchase and Sale of the same Covered Security or a Related Security
within sixty (60) calendar days. The most recent transaction in a Covered
Security or Related Security will determine the holding period. The Purchase or
Sale of an option on a Covered Security shall be considered a Purchase or Sale
of not only the option but also the underlying Covered Security. For example,
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the Purchase of a call option on a Covered Security shall be considered a
Purchase not only of the option but also the underlying Covered Security.
Short-term trading profits must be disgorged to First Investors.
E. EXEMPTIONS FROM PRECLEARANCE AND OTHER RESTRICTIONS
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The following transactions are automatically exempt from the
preclearance and other restrictions on Personal Securities Transactions set
forth above:
1. Purchases or Sales of shares of mutual funds, securities issued by
the Government of the United States, bankers' acceptances, bank
certificates of deposit, and commercial paper (since they are excluded
from the definition of a Covered Security in this Code).
2. Purchases or Sales of Covered Securities in any account over which
an Access Person has no direct or indirect influence or control (an
Access Person is presumed to have direct or indirect influence or
control over the accounts of a spouse, a minor child or any other
Immediate Family Member living in the same household with the Access
Person);
3. Purchases or Sales of Covered Securities which are non-volitional
on the part of the Access Person;
4. Purchases and Sales of Covered Securities in a discretionary
trading account if the Access Person is not consulted at all prior to
the execution of transactions by the person having discretion, and the
transactions are reported to the Investment Compliance Manager as
required by this Code;
5. Purchases of Covered Securities which are part of an automatic
dividend reinvestment plan;
6. Purchases or Sales of options on broad-based indices;
7. Purchases and Sales of shares of stock issued by First Investors
Consolidated Corporation and its affiliates; and
8. Purchases and Sales by any Fund or Private Account.
The Investment Compliance Manager can grant other exemptions from the
trading restrictions set forth above upon determining that the transactions at
issue would not result in a conflict of interest or violate any policy embodied
in this Code. Factors to be considered may include: the size and holding period
of the Access Person's position in the Covered Security, the market
capitalization of the issuer, the liquidity of the Covered Security, the reason
for the Access Person's requested transaction, the amount and timing of any
trading by a Fund or Private Account in the same or a Related Security, and
other relevant factors.
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The Investment Compliance Manager generally will not use the exemptive
authority granted herein to authorize an Access Person to engage in a
transaction in an equity security while a Fund or Private Account has a pending
buy or sell order for the same security unless the Access Person's transaction
involves no more than 500 shares or $10,000, whichever is less, and the issuer
has a market capitalization (calculated by multiplying its outstanding shares by
the current price per share of its stock) greater than $3 billion, as of the
time of the transaction.
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IV. REPORTING REQUIREMENTS
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A. SECURITIES ACCOUNTS
-------------------
1. NOTIFICATION. Every Access Person shall provide written notice to
the Investment Compliance Manager PRIOR to opening any account with any
broker-dealer or other entity through which Personal Securities
Transactions in Covered Securities may be effected ("Securities
Account") (Appendix C). This notification requirement applies not only
to the Access Person's own Securities Accounts but also other
Securities Accounts in which he or she has a beneficial ownership
interest, including those of Immediate Family Members residing with the
Access Person, trusts of which the Access Person is a beneficiary and
partnerships of which the Access Person is a general partner. If an
Access Person has opened a Securities Account prior to becoming an
Access Person, he or she must provide written notice of the Securities
Account in his or her Initial Holdings Report, as discussed below. An
Access Person may also be required by NASD rules to give written notice
to the broker or other party at which a Securities Account is
maintained that he or she is employed by or associated with First
Investors.
2. DUPLICATE STATEMENTS AND CONFIRMATIONS. An Access Person must also
arrange for duplicate statements and confirmations to be sent to the
Investment Compliance Manager. This requirement does not apply to
investments in mutual funds, since mutual funds are excluded from the
definition of a Covered Security under the Code. The Investment
Compliance Manager may require that an Access Person close a Securities
Account if the broker-dealer or other entity which maintains the
Securities Account refuses or is unable to provide duplicate
confirmations and account statements on a timely basis.
B. INITIAL HOLDINGS REPORTS
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Each Access Person must file an Initial Holdings Report no later than
ten (10) calendar days after the commencement of employment as an Access Person
or change in status from Non-Access to Access Person (Appendix D). The following
information must be disclosed in the Initial Holdings Report:
1. The title, number of shares or units and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership interest when the person became an Access Person
(whether or not held in a Securities Account);
2. The name of any broker, dealer, or bank with whom the Access
Person maintained a Securities Account in which any Covered Securities
were held for the direct or indirect benefit of the Access Person as of
the date the person became an Access Person; and
3. The date that the report is submitted.
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If all Covered Securities are held in a Securities Account, the Initial
Holdings Report requirement may be satisfied by supplying the Investment
Compliance Manager with copies of the most recent account statement supplemented
by a list of any transactions that are not shown on the account statement.
C. QUARTERLY REPORTS
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Each Access Person is required to provide the Investment Compliance
Manager with a report within ten (10) calendar days of the end of each calendar
quarter listing all transactions during the quarter in Covered Securities in
which he or she has a direct or indirect Beneficial Ownership interest (Appendix
E). The Quarterly Report shall include the following information.
1. The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares or units and the
principal amount of each Covered Security involved;
2. The nature of the transaction (i.e., Purchase, Sale or any other
type of acquisition or disposition);
3. The price at which the transaction was effected;
4. The name of the broker, dealer, bank or other entity with or
through whom the transaction was effected; and
5. The date the report was submitted.
If all Covered Securities are held in a Securities Account, the
Quarterly Report requirement may be satisfied by supplying the Investment
Compliance Manager with copies of the most recent account statement supplemented
by a list of any transactions that are not shown on the account statement.
If any Securities Account was established during the quarter, the
report shall also contain the following information:
1. The name of the broker, dealer, bank or other entity with or
through whom the Access Person established the Securities Account;
2. The date the Securities Account was established; and
3. The date the report was submitted.
D. ANNUAL REPORTS
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Each Access Person is required to file an annual report which must be
current as of a date no more than thirty (30) calendar days before the report is
submitted. The report shall include (Appendix F):
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1. A certification that the Access Person has read this Code of
Ethics, agrees to abide by its requirements, and that he or she has
complied with its requirements, including those pertaining to the
disclosure of all Securities Accounts and all Personal Securities
Transactions;
2. The title, number of shares or units and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership interest (whether or not such Covered Security is
held in a Securities Account);
3. The name of the broker, dealer, bank or other entity with whom the
Access Person maintains a Securities Account in which any Covered
Securities are held for the direct or indirect benefit of the Access
Person; and
4. The date the report was submitted.
If all Covered Securities are held in a Securities Account, the
reporting requirement to report Covered Securities and Securities Accounts may
be satisfied by supplying the Investment Compliance Manager with copies of the
most recent account statement supplemented by a list of any transactions that
are not shown on the account statement.
E. EXEMPTIONS FROM REPORTING
-------------------------
1. An Access Person is not required to report transactions in mutual
funds, since they are not Covered Securities.
2. An Access Person is not required to report transactions in any
Covered Securities which have been effected for any Securities Account
over which such Access Person does not have any direct or indirect
influence or control.
3. An Access Person is not required to report transactions in or
holdings of the stock of First Investors Consolidated Corporation
("FICC"), since such transactions are known by First Investors.
4. An Access Person is exempt from making quarterly reports if such
reports would duplicate information contained in confirmation
statements and account statements that have been received by the
Investment Compliance Manager. This exemption applies only if the
Access Person
(a) certifies he or she has notified the Investment Compliance
Manager of all Securities Accounts, the Access Person has
arranged for duplicate confirmations and account statements
to be sent to the Investment Compliance Manager on a timely
basis, and the Access Person does not own any Covered
Securities other than those that are held in Securities
Accounts (i.e., the Access Person does not own certificated
Covered Securities held in a bank safety deposit, a trust
account, or in some other manner outside of a Securities
Account); and
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(b) undertakes to promptly notify the Investment Compliance
Manager if he or she opens any new Securities Account or
acquires any Covered Security that is not held in a
previously disclosed Securities Account.
V. RESPONSIBILITIES OF DISINTERESTED DIRECTORS
-------------------------------------------
Notwithstanding anything to the contrary in this Code, the
Disinterested Directors (i.e., independent directors) of the Funds are not
subject to the following sections of this Code:
o Section II. D. (Gifts);
o Section II. E. (Service as a Director of a Public Company);
o Section II. C. 2. (Personal Benefits);
o Section III. B., C., and D., (Personal Securities Transactions),
unless, when engaging in a Personal Securities Transaction in a
Covered Security, the Disinterested Directors knew that a Fund was
purchasing or selling the Covered Security at the same time;
o Section III. E. (Prohibition on Short-Term Profits);
o Section IV. A., B., and D. (Securities Accounts, Initial Reports,
and Annual Reports); and
o Section IV. C. (Quarterly Reports), unless the Disinterested
Director knew or, in the ordinary course of fulfilling his or her
official duties as a Fund Director, should have known that during
the 15-day period immediately before or after the Director's
transaction in a Covered Security, a Fund purchased or sold the
Covered Security, or a Fund or its investment adviser considered
purchasing or selling the Covered Security.
A Disinterested Director may nevertheless choose to voluntarily
preclear or report Personal Securities Transactions. The fact that a
Disinterested Director files a voluntary request to preclear a Personal
Securities Transaction or a report of such Transactions shall not be construed
as an admission or any indication that he or she knows or should know that the
Funds have considered or are considering Purchasing or Selling the Security or
the Access Person has, or by reason of the transaction will acquire, a
beneficial ownership interest in the Security.
VI. RESPONSIBILITIES OF THE INVESTMENT COMPLIANCE MANAGER
-----------------------------------------------------
The Investment Compliance Manager shall:
o Identify and maintain a list of all Access Persons;
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o Furnish a copy of this Code of Ethics to each such Access Person;
o Notify each new Access Person of his or her obligations to comply
with the provisions of this Code of Ethics and conduct an annual
meeting to remind Access Persons of their obligations;
o Review reports, confirmations, and statements relating to Covered
Securities transactions for potential violations of this Code;
o Maintain a list of Access Persons who are exempt from quarterly
reporting and verify periodically that they remain exempt;
o Report to the Board of Directors of the Funds any violations of
this Code and any sanctions imposed on a Quarterly basis;
o Report to the Board of Directors of the Funds on a periodic basis,
but not less than annually, concerning the adequacy of existing
procedures, any changes or recommended changes since the prior
report, and the general level of compliance by Access Persons with
this Code of Ethics; and
o Maintain the records required by Rule 17j-1.
VII. VIOLATIONS AND REMEDIES
-----------------------
The failure of any Access Person to comply with this Code of Ethics
will be viewed as a very serious matter and may result in a disciplinary action.
Upon discovering or being apprised of facts which indicate that a violation of
this Code of Ethics has or may have occurred, the Investment Compliance Manager
shall conduct a reasonable investigation or inquiry to determine whether such a
violation did occur.
In the event that any investigation or inquiry is commenced concerning
any actual or potential violation of this Code of Ethics, every Access Person
shall be required to:
1. Provide full access to First Investors, its agents and attorneys
to any and all records and documents which First Investors considers
relevant to any transactions or other matters subject to this Code of
Ethics;
2. Cooperate with First Investors, its agents and attorneys in
investigating any transactions or other matter subject to this Code of
Ethics; and
3. Provide First Investors, its agents and attorneys with an
explanation (in writing if requested) of the facts and circumstances
surrounding any transaction or other matter subject to this Code of
Ethics.
If a violation is determined to have occurred, the Investment
Compliance Manager in consultation with the General Counsel, shall impose such
sanctions as they deem appropriate under the circumstances which may include,
among other things, censure, fine, a directive to disgorge profits gained or
losses avoided, a suspension, or termination of employment.
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ADOPTING ENTITIES
-----------------
The following entities have adopted this Code of Ethics:
Administrative Data Management Corp.
Executive Investors Corporation
Executive Investors Management Company, Inc.
First Investors Asset Management Company, Inc.
First Investors Consolidated Corporation
First Investors Corporation
First Investors Management Company, Inc.
First Investors Funds
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APPENDIX A
DEFINITIONS
Unless the Investment Company Act or the rules thereunder otherwise
require, whenever the following terms are used in this Code, they shall have the
meanings set forth below.
A. ACCESS PERSON
-------------
1. With respect to any First Investors company which acts as an
investment adviser to any Fund or Private Account, "Access Person"
means any director, officer, general partner, or Advisory Person of
such investment adviser or any affiliate of such investment adviser;
and,
2. With respect to any First Investors company which acts as a
principal underwriter of a Fund, "Access Person" means any director,
officer, or general partner of such principal underwriter who in the
ordinary course of his or her business makes, participates in or
obtains information regarding the Purchase or Sale of Covered
Securities by the Fund or whose functions or duties as part of the
ordinary course of his or her business relate to the making of any
recommendation to the Fund regarding the Purchase or Sale of Covered
Securities.
B. ADVISORY PERSON
---------------
"Advisory Person" means:
1. any employee of First Investors or of any company which controls,
is controlled by, or under common control with, First Investors who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the Purchase or Sale
of Covered Securities by the Funds or Private Accounts, or whose
functions relate to the making of any recommendations with respect to
the Purchase or Sale of Covered Securities by the Funds or Private
Accounts; and
2. any natural person in a control relationship (with the term
"control" being defined by Section 2(a)(9) of the Investment Company
Act) with First Investors who obtains information concerning
Purchases, Sales, or recommendations of Covered Securities to the
Funds or Private Accounts.
C. BENEFICIAL OWNER
---------------
Beneficial Owner" is interpreted in the same manner as it is under
Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 ("1934 Act") is
determining whether a person is a beneficial owner of a security for purposes of
Section 16 of the 1934 Act and the rules and regulations thereunder.
14
<PAGE>
D. COVERED SECURITY
----------------
"Covered Security" means a security as defined in Section 2(a)(36) of
the Investment Company Act, except that it does not include securities issued by
the Government of the United States, bankers' acceptances, bank certificates of
deposit, commercial paper, and shares of registered open-end investment
companies, including the shares of the First Investors Funds.
E. DISINTERESTED DIRECTOR
----------------------
"Disinterested Director" means a director of any of the Funds and any
person holding a similar position with a noncorporate Fund who is not an
interested person of the Funds within the meaning of Section 2(a)(19) of the
Investment Company Act.
F. FIRST INVESTORS
---------------
"First Investors" means First Investors Consolidated Corporation, First
Investors Corporation, First Investors Management Company, Inc., First Investors
Asset Management Company, Inc., Executive Investors Management Company, Inc.,
Executive Investors Corporation, and Administrative Data Management Corp.
G. FUNDS
-----
"Funds" means all registered investment companies which have First
Investors as their investment adviser or principal underwriter (including
Executive Investors Trust), unless such Funds are specifically excluded from
this Code pursuant to an addendum hereto.
H. IMMEDIATE FAMILY MEMBER
-----------------------
"Immediate Family Member" means a parent, grandparent, spouse, child,
sibling mother- or father-in-law, daughter- or son-in-law and brother- or
sister-in-law, including adoptive and step relationships.
I. INITIAL PUBLIC OFFERING
-----------------------
"Initial Public Offering" means an offering of securities registered
under the Securities Act of 1933 ("Securities Act") by an issuer which was not
subject to the reporting requirements of the federal securities laws prior to
the offering.
J. INVESTMENT COMPLIANCE MANAGER
-----------------------------
"Investment Compliance Manager" means the person designated from time
to time as being responsible for receiving reports or other notices pursuant to
this Code, and performing such other duties as are required by this Code.
15
<PAGE>
K. INVESTMENT PERSONNEL
--------------------
"Investment Personnel" means those employees who, in connection with
their regular functions or duties, make or participate in making recommendations
regarding the purchase or sale of securities by a Fund or Private Account and
any person who controls a Fund, a Private Account or its investment adviser and
who obtains information concerning recommendations made regarding the purchase
or sale of securities by the Fund or Private Account.
L. PERSONAL SECURITIES TRANSACTION
-------------------------------
The term "Personal Securities Transaction" means any Purchase, Sale, or
other acquisition or disposition of a Covered Security which is beneficially
owned by the Access Person. The basic test for whether an Access Person is a
Beneficial Owner of a security is whether he or she, directly or indirectly, has
the opportunity to profit or share in the profits from a transaction in a
security. An Access Person is presumed to be the Beneficial Owner of securities
held by Immediate Family Members who share the same household with the Access
Person, since he or she may directly or indirectly benefit from transactions in
such securities.
M. PURCHASE, SELL OR SALE
----------------------
"Purchase, Sell or Sale" mean every transaction involving the
acquisition, sale or disposition of a Covered Security or interest in a Covered
Security, for value, as well as every option to Purchase or Sell a Covered
Security, whether the option permits the holder to Purchase or Sell the Covered
Security or it must be settled in cash.
N. LIMITED OFFERING
----------------
"Limited Offering" means any offering that is exempt from registration
under the Securities Act of 1933 (the "Act") pursuant to Section 4(2) or Section
4(6) of the Act, or rule 504, rule 505, or rule 506 under the Act. The term
Limited Offering includes a private placement.
O. RELATED SECURITY
----------------
A "Related Security" means a Covered Security which (i) is issued by
the same issuer as another Covered Security or by an issuer that is controlled
by, controls or is under common control with such issuer or (ii) gives the
holder any contractual right with respect to another Covered Security (e.g.,
options, warrants, rights or convertible securities).
P. SECURITIES ACCOUNT
------------------
"Securities Account" means any account with any broker-dealer or other
entity through which transactions in Covered Securities may be effected.
16
<PAGE>
APPENDIX B
FIRST INVESTORS CODE OF ETHICS
------------------------------
PRECLEARANCE REQUEST
--------------------
(To be Completed by Access Person)
I, -------------------------, request preclearance for the Covered Securities
transaction or transactions set forth below. To my knowledge, no Fund or Private
Account managed by First Investors has a pending buy or sell order, is actively
considering placing such an order, or is involved in a buying or selling program
for the Covered Securities listed below. Additionally, if I have been designated
as a Portfolio Manager, I certify that the Funds or Private Accounts that I
manage have not engaged in any transactions in the contemplated security or
securities for (7) CALENDAR days prior and the Funds or Private Accounts do not
currently plan to engage in any transactions in these securities for the next
(7) CALENDAR days. I recognize that I must wait until preclearance is granted
before placing my order or orders. I also recognize that, if preclearance is
granted, I have only 1 TRADING day in which to place my order or orders measured
from the time this form is signed by the Investment Compliance Manager, unless a
longer clearance period is granted by the Investment Compliance Manager.
Proposed Buy, Sell Quantity
Trade or Exchange, and/or
Date(s) et al. Amount Security Type Issuer Name
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Additional disclosure for potential conflicts of interest, Initial Public
Offerings, Limited Offerings and other transactions that require special
handling.
--------------------------------------------------------------------------------
-------------------------------------- ------------------------------
Signature of Requester Date
DISPOSITION
-----------
(To be Completed by Investment Compliance Manager)
Investment Personnel Consulted*
EQUITIES FIXED INCOME
-------- ------------
----------------------------------- ------------------------
----------------------------------- ------------------------
* Only those Investment Personnel consulted by the Investment Compliance Manager
need to sign this Preclearance Request form.
COMMENTS: ---------------------------------------------------------------
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
[ ] APPROVED [ ] DECLINED CCLEARANCE PERIOD IF LONGER THAN 1 TRADING DAY___
INVESTMENT COMPLIANCE MANAGER _________________________________________________
Signature Date
</TABLE>
SEND TO: INVESTMENT COMPLIANCE MANAGER
FIMCO 95 WALL STREET - 23RD FLOOR
NEW YORK, NY 10005
17
<PAGE>
APPENDIX C
FIRST INVESTORS CODE OF ETHICS
------------------------------
REQUEST TO OPEN SECURITIES ACCOUNT
----------------------------------
I, --------------------------------- request authorization to open a personal
securities account which will be owned or controlled by myself, an Immediate
Family Member or in which I will have a direct or indirect beneficial interest.
ACCOUNT REGISTRATION:
-----------------------------------------------------
-----------------------------------------------------
RELATIONSHIP:
(IF NOT YOURSELF)
-----------------------------------------------------
-----------------------------------------------------
NAME & ADDRESS OF
BROKER-DEALER:
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
REPRESENTATIVE: -----------------------------------------------------
NOTE: OPEN-END MUTUAL FUND ACCOUNTS NEED NOT BE DISCLOSED
------------------------------------------- ----------------------------
NAME DEPARTMENT
------------------------------------------- ----------------------------
SIGNATURE DATE
RETURN TO: Investment Compliance Manager
95 Wall Street - 23rd Floor
New York, New York 10005
18
<PAGE>
APPENDIX D
FIRST INVESTORS CODE OF ETHICS
------------------------------
INITIAL HOLDINGS REPORT
-----------------------
We require all Access Persons1 to disclose all Securities Accounts and Covered
Securities2 in which they have any direct or indirect Beneficial Interest within
(10) calendar days of commencement of employment as an Access Person or change
in status from Non-Access to Access Person. Please take a moment to list the
name of each broker, dealer, or bank where you have a Securities Account,
including the account number. In addition, please list the name, quantity owned,
and principal amount of each Covered Security held in each account. This may be
satisfied by attaching your most recent statement for each account and noting
any changes on the statement. If you own Covered Securities that are not held in
a Securities Account (e.g. certificated securities that are held in a bank
safety deposit box), list such securities and state N/A in the account column.
Name:_____________________________ Department_____________________
Date designated as an Access Person:_______________
BROKER/DEALER/BANK ACCT# NAME OF SECURITY QUANTITY OWNED PRINCIPAL
--------------------------------------------------------------------------------
AMOUNT
------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
---------------------------------------- ----------------------------
ACCESS PERSON SIGNATURE DATE SUBMITTED
-------------------------
1 The term "Access Person" refers to any director or officer of First Investors
Corporation, First Investors Management Company, Inc. ("FIMCO"), Executive
Investors Management Company, Inc. ("EIMCO"), Executive Investors Corporation,
First Investors Asset Management Company, Inc. ("FIAMCO"), Administrative Data
Management Corp. and First Investors Life Insurance Company or any employee of
these entities who, in connection with his or her regular duties, participates
in or obtains information regarding the purchase or sale of securities by
investment companies managed by FIMCO, EIMCO or FIAMCO.
2 "Covered Security" means a security as defined in Section 2(a)(36) of the
Investment Company Act, except that it does not include securities issued by the
Government of the United States, bankers' acceptances, bank certificates of
deposit, commercial paper, and shares of registered open-end investment
companies, including the shares of the First Investors Funds.
19
<PAGE>
APPENDIX E
FIRST INVESTORS CODE OF ETHICS
------------------------------
QUARTERLY TRANSACTIONS REPORT
-----------------------------
FOR THE ______ QUARTER 20__
(ended ____, 20__)
I hereby certify that during the quarter ended _____, 20__, I have not engaged
in any transactions in any securities1 in which I have or had a direct or
indirect beneficial interest2 , other than (a) transactions which have been
previously pre-cleared by the Investment Compliance Manager, (b) transactions
which were not required to be pre-cleared but have been previously reported in
confirmation and account statements that were supplied to the Investment
Compliance Manager, and (c) transactions which were required to be pre-cleared
but which were not and which I am reporting on the opposite side of this form.
---------------------------------- --------------------------
Print Name Date
---------------------------------- --------------------------
Signature Department
1 The term "securities" excludes shares of registered open-end investment
companies (I.E. "mutual funds"), government securities, ---- and commercial
paper.
2 The term "direct or indirect beneficial interest" covers any security in which
a person has or shares a direct or indirect pecuniary interest or which is held
by members of the person's immediate family sharing the same household.
20
<PAGE>
================================================================================
DATE OF TITLE OF NUMBER PRICE PRINCIPAL ACTION NAME OF
TRANSACTION SECURITY OF SHARES (PURCHASE, BROKER OR
SALE, ETC.) DEALER
================================================================================
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
21
<PAGE>
APPENDIX F
FIRST INVESTORS CODE OF ETHICS
------------------------------
ANNUAL REPORT AND CERTIFICATION
-------------------------------
I hereby certify that I have received a copy of the First Investors Code of
Ethics and understand that as an "Access Person" I am subject to its provisions.
I also certify that I have complied with the Code of Ethics and have reported
all of my Securities Accounts, all of my holdings of Covered Securities, whether
or not they are held in Securities Accounts, and all Personal Securities
Transactions. I have also arranged to furnish the Investment Compliance Manager
with confirmations and statements with respect to all of my Securities Accounts
on a timely basis. Copies of the most recent statements for my Securities
Accounts (if any) are attached. If I own any Covered Securities that are not
held in Securities Accounts, they are listed on the reverse side of this form.
DATED:________________
Signature:______________________________
Name (please print):____________________
Department:_____________________________
OPTIONAL CERTIFICATION REGARDING QUARTERLY REPORTING
----------------------------------------------------
I certify that I am exempt from having to file quarterly reports of Personal
Securities Transactions because such reports would merely duplicate information
contained in confirmations and account statements that are supplied to the
Investment Compliance Manager and I hereby undertake to notify the Investment
Compliance Manager if I am no longer entitled to this exemption (e.g., if I
acquire Covered Securities that are not held in a disclosed Securities Account).
DATED:________________ Signature:_______________________________
Please send to: Investment Compliance Manager
FIMCO
95 Wall Street - 23rd Floor
New York, NY 10005
22
