KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
TELEPHONE (202) 778-9000
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www.kl.com
January 13, 2000
First Investors Series Fund
95 Wall Street
New York, New York 10005
Ladies and Gentlemen:
You have requested our opinion as to certain matters regarding the
issuance by First Investors Series Fund ("Trust"), a business trust organized
under the laws of the State of Massachusetts, of Class A shares of common stock
(the "Shares") of the Trust pursuant to a Plan of Reorganization and Termination
("Plan") by the Trust and Executive Investors Trust Blue Chip Fund portfolio
("Executive Blue Chip Fund"). Under the Plan, the Trust would acquire the assets
of Executive Blue Chip Fund in exchange for the Shares and the assumption by the
Trust of Executive Blue Chip Fund's liabilities. In connection with the Plan,
the Trust is about to file a Pre-Effective Amendment No. 1 to its Registration
Statement on Form N-14 ("Amendment No. 1") for the purpose of registering the
Shares under the Securities Act of 1933, as amended ("1933 Act"), to be issued
pursuant to the Plan.
We have examined originals or copies believed by us to be genuine of the
Trust's Declaration of Trust and By-Laws, minutes of meetings of the Trust's
board of Trustees, the form of Plan, and such other documents relating to the
authorization and issuance of the Shares as we have deemed relevant. Based upon
that examination, we are of the opinion that the Shares being registered by the
Amendment No. 1 may be issued in accordance with the Plan and the Trust's
Declaration of Trust and By-Laws, subject to compliance with the 1933 Act, the
Investment Company Act of 1940, as amended, and applicable state laws regulating
the distribution of securities, and when so issued, those Shares will be legally
issued, fully paid and non-assessable.
We note, however, that the Trust is an entity of the type commonly known
as a "Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that all persons
extending credit to, contracting with or having any claim against the Trust or
the Trustees shall look only to the assets of the Trust for payment under such
credit, contract or claim; and neither the Shareholders nor the Trustees, nor
any of their agents, whether past, present or future, shall be personally liable
therefor. It also requires that every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees relating to the Trust shall
include a recitation limiting the obligation represented thereby to the Trust
and its assets. The Declaration of Trust further provides: (1) for
indemnification from the assets of the Trust for all loss and expense of any
shareholder held personally liable for the obligations of the Trust by virtue of
ownership of shares of the Trust; and (2) for the Trust to assume the defense of
any claim against the shareholder for any act or obligation of the Trust. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust or series would be
unable to meet its obligations.
First Investors Series Fund
January 13, 2000
Page 2
We hereby consent to this opinion accompanying Amendment No. 1that the
Trust plans to file with the Securities and Exchange Commission and to the
reference to our firm in the Prospectus/Proxy Statement filed as part of the
Amendment No. 1.
Sincerely yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Robert J. Zutz
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Robert J. Zutz