CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS OF
THE FIRST INVESTORS FUNDS
Adopted August 21, 2003
I. Purpose of the Code
In accordance with Section 406 of the Sarbanes-Oxley Act of 2002, and the
instructions for Form N-CSR (1), the First Investors family of mutual funds
(collectively, "Funds" and individually, "Fund") have adopted this code
of ethics ("Code") to govern the conduct of their principal executive
officers and financial officers ("Covered Officers") (2). This Code is
intended to promote:
Honest and ethical conduct by the Covered Officers of the Funds,
including the honest and ethical handling of actual or apparent conflicts
of interest between their personal and professional relationships;
Full, fair, accurate, timely and understandable disclosure in
reports and documents that the Funds file with, or submit to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Funds;
Compliance with applicable laws and governmental rules and
regulations;
The prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
Accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
(1) Form N-CSR implements Section 406 of the Sarbanes-Oxley Act of 2002
insofar as it applies to mutual funds. Item 2 of Form N-CSR requires a
registered management investment company to disclose annually whether, as
of the end of the period covered by the report, it has adopted a code of
ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, regardless of whether these
officers are employed by registrant or a third party. If the registrant
has not adopted such a code of ethics, it must explain why it has not done
so. The registrant must also (1) file with the SEC a copy of its code as
an exhibit to its annual report on Form N-CSR; (2) post the text of its
code on its Internet website and disclose, in its most recent report on
Form N-CSR, its Internet address and the fact that it has posted the code
on its Internet website; or (3) undertake in its most recent report on
Form N-CSR to provide to any person without charge, upon request, a copy
of its code and explain the manner in which such request may be made.
The registrant must also disclose in its annual Form N-CSR any amendments
to, or waivers (including implicit waivers) from, the provisions of the
code.
(2) The Covered Officers of the First Investors Funds are identified in
Exhibit A to this Code.
II. Conflicts of Interest
A. Definition of Conflict of Interests for Purposes of this Code
For purposes of this Code, a "conflict of interest" occurs when a Covered
Officer's "personal interests" interfere with the interests of, or his or
her service to, any of the Funds. For example, a conflict of interest
would arise if a Covered Officer, directly or indirectly, were to receive
improper personal benefits as a result of the Covered Officer's position
with the Funds.
This Code applies to all conflicts of interest between the personal
interests of Covered Officers and the interests of the Funds, whether or
not such conflicts of interest are prohibited by the Investment Company
Act of 1940 ("1940 Act"), the Investment Advisers Act of 1940 ("Investment
Advisers Act"), or the rules adopted by the SEC under these laws. For
example, this Code prohibits individual transactions between Covered
Officers and the Funds, notwithstanding the fact that such transactions
may already be prohibited by law.
This Code does not apply to conflicts of interest that arise solely
because Covered Officers are employees or direct or indirect shareholders
of the investment adviser of the Funds or the affiliates of the adviser.
This Code recognizes that the Covered Officers will, in the normal course
of their duties, be involved in establishing policies and implementing
decisions that will have different effects on the adviser (and its
affiliates) and the Funds. The participation of the Covered Officers in
such activities is inherent in the contractual relationships between the
Funds and the adviser (and its affiliates) and is consistent with the
performance by the Covered Officers of their duties as officers of the
Funds. These conflicts are not deemed to involve the "personal
interests" of Covered Officers for purposes of this Code.
B. Standards of Conduct With Respect to Conflicts of Interest
The following standards govern the conduct of Covered Officers with
respect to any actual or apparent conflicts of interest that arise between
their personal interests and the interests of the Funds. The overarching
principle of each standard is that the personal interests of a Covered
Officer should not be placed improperly before the interests of the Funds.
Each Covered Officer must:
Not engage in any personal transaction that would violate the
conflict of interest provisions of the 1940 Act, the Investment Advisers
Act, or the SEC's rules thereunder;
Not use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting by the
Funds whereby the Covered Officer would benefit personally to the detriment
of the Funds;
Not cause the Funds to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the benefit
of the Funds; and,
Not use material, non-public knowledge of portfolio transactions
made or contemplated for the Funds to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions.
C. Reporting of Potential Conflicts
At least annually, the Covered Officers are required to complete a
Directors and Officers Questionnaire ("Questionnaire"), which contains
information about potential personal conflicts of interest. These
Questionnaires are required to be submitted to the Investment Compliance
Manager of the Funds, who is charged with the responsibility of reviewing
them for actual or potential conflicts of interest.
Covered Officers are also required to report, as soon as possible, to the
Investment Compliance Manager, any transactions or arrangements, not
previously disclosed in their annual Questionnaires, that they reasonably
believe may present a potential conflict of interest between their personal
interests and the interests of the Funds.
Examples of the potential conflicts that should be reported include:
Serving as a Board of Director or Trustee of any public or private
company;
The acceptance of any gift, other than a gift of nominal value
(i.e., having a value of less than $100) from any company with which the
Funds has a current or prospective business dealings (other than the Funds'
adviser and its affiliates);
The acceptance of entertainment, other than occasional meals,
tickets to sporting events, or the like that are not so frequent or
extensive as to raise questions of impropriety, from any company with
which the Funds has current or prospective business dealings (other than
the Funds' adviser and its affiliates);
Any ownership interest in, or any consulting or employment
relationship with, any of the Funds' service providers (other than the
Funds' adviser and its affiliates); and
A direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Funds for effecting portfolio
transactions or for selling or redeeming shares other than an interest in
arising from the Covered Officer's employment, such as compensation or
equity ownership.
The willful or knowing failure of a Covered Officer to report a potential
conflict of interest in the manner set forth above shall be considered a
violation of this Code.
In the event that any potential conflicts of interest are reported to or
otherwise are detected by the Investment Compliance Manager, he is
required to inform the General Counsel. As discussed below, the General
Counsel is responsible for conducting any investigation that may be
necessary, interpreting the provisions of the Code, determining whether
there is an actual or apparent conflict of interest and if so, making a
recommendation to the Board for appropriate action.
III. Compliance with Applicable Laws and Regulations
It is the responsibility of each Covered Officer to promote compliance
with the laws, rules and regulations that are applicable to the Funds.
Each covered Officer should:
Make reasonable efforts to familiarize himself or herself with
the disclosure and other requirements applicable to the Funds;
Not knowingly misrepresent, or cause others to misrepresent, facts
about the Funds to others, whether within or outside the Funds, including
to the Funds' directors, trustees and auditors, and to governmental
regulators and self-regulatory organizations; and,
To the extent appropriate within his or her area of responsibility,
consult with other officers and employees of the Funds and the adviser with
the goal of promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Funds file with, or submit to,
the SEC and in other public communications made by the Funds.
IV. Certifications and Reports of Violations
Each Covered Officer must:
Upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), certify in writing to the Investment
Compliance Manager that he or she has received, read and understands the
Code and any amendments thereto (Exhibit B);
Annually thereafter affirm to the Investment Compliance Manager
that he or she has complied with the requirements of the Code (Exhibit C);
Notify the Investment Compliance Manager promptly if he or she
knows of any violation of this Code; and
Not retaliate against any other Covered Officer or any employee of
the Funds or their affiliated persons for reporting potential violations
of, or carrying out their responsibilities under, this Code.
The Investment Compliance Manager shall promptly report to the General
Counsel any evidence of a violation of this Code.
V. Interpretations and Investigations
The General Counsel is responsible for interpreting this Code as it
applies to particular situations, investigating potential violations of
the Code, reporting violations of the Code to the Board of
Directors/Trustees of the Funds ("Board"), and making recommendations of
any changes to the Code that he believes are necessary and appropriate.
The following policies and procedures will apply in connection with
investigations of any potential violations of this Code by a Covered
Officer:
The General Counsel will take such steps as he deems necessary and
appropriate to investigate any potential violations that are reported to
or that otherwise become known to him;
If, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take any
further action;
If the General Counsel concludes that a violation of this Code has
occurred, he will report it the Board no later than its next formal meeting;
Under no circumstances shall the General Counsel waive compliance
with the Code if he believes that it has been violated;
If the Board concurs that a violation has occurred, it will
determine what action should be taken, which may include requiring a
Covered Officer to disgorge any gains obtained as a result of a conflict,
imposing restrictions on the Covered Officer's future activities, or
recommending a suspension or dismissal of the Covered Officer; and
The Board shall also have authority to waive, by majority vote,
any disciplinary action for a violation of this Code in appropriate
circumstances, such as for a good faith but erroneous belief that a
transaction did not involve a conflict of interest covered by this Code.
On at least an annual basis, the General Counsel will provide a report
to the Board concerning overall compliance with the Code, any significant
interpretive issues that have arisen during the year, and his suggestions
for changes, if any.
VI. Other Codes of Conduct and Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act. The Covered Officers
are required to continue to comply with other codes of ethics, policies
and procedures that apply to their conduct. However, the other codes of
ethics, policies and procedures are not part of this Code. For example,
Covered Officers must continue to comply with the code of ethics that has
been adopted by the Funds and their adviser, and principal underwriter
pursuant to Rule 17j-1 ("Rule 17j-1 Code of Ethics") as long as they are
deemed to be access persons under it. However, a violation of the Rule
17j-1 Code of Ethics would not be a violation of this Code unless the
conduct at issue independently violated the terms of this Code.
VII. Amendments
Any amendments to this Code must be approved or ratified by a majority
vote of the Board. In the event that an amendment to this Code is made
between formal Board meetings, it will be presented to the Board for
ratification by the next formal meeting.
VIII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will
be considered privileged and confidential and shall be maintained and
protected accordingly.
IX. Internal Use
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund or person, as to any
fact, circumstance, or legal conclusion.
Exhibit A
COVERED OFFICERS OF THE FIRST INVESTORS FUNDS
Kathryn S. Head - - President of the First Investors Funds
Joseph I. Benedek - - Treasurer of the First Investors Funds
Exhibit B
INITIAL CERTIFICATION
I hereby certify that I have received and read a copy of the Code of Ethics
For Principal Executive and Financial Officers of the First Investors Funds
and understand that as a "Covered Officer" I am subject to its provisions
and any amendments thereto. I also understand that as a "Covered Officer"
I will certify annually to the Investment Compliance Manager that I have
complied with the requirements of this Code.
DATED ________________
Signature _____________________________
Name (please print) ______________________
Title __________________________________
Please return to: Investment Compliance Manager
FIMCO
95 Wall Street - 23rd Floor
New York, New York 10005
Exhibit C
ANNUAL CERTIFICATION
I hereby certify that I have received and read a copy of the Code of Ethics
For Principal Executive and Financial Officers of the First Investors Funds
and understand that as a "Covered Officer" I am subject to its provisions
and any amendments thereto. I have complied with all of the requirements
of the Code including, but not limited to reporting any actual or apparent
conflicts of interest or any violations of this Code to the Investment
Compliance Manager.
DATED ________________
Signature ______________________________
Name (please print) ______________________
Title __________________________________
Please return to: Investment Compliance Manager
FIMCO
95 Wall Street - 23rd Floor
New York, New York 10005