0001206774-11-002123.txt : 20120531 0001206774-11-002123.hdr.sgml : 20120531 20110926140247 ACCESSION NUMBER: 0001206774-11-002123 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 67 FILED AS OF DATE: 20110926 DATE AS OF CHANGE: 20111103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INVESTORS EQUITY FUNDS CENTRAL INDEX KEY: 0000886048 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177001 FILM NUMBER: 111106939 BUSINESS ADDRESS: STREET 1: 110 WALL ST CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 1-212-858-8000 MAIL ADDRESS: STREET 1: RARITAN PLAZA 1 STREET 2: 8TH FLOOR CITY: EDISON STATE: NJ ZIP: 08837-3620 FORMER COMPANY: FORMER CONFORMED NAME: FIRST INVESTORS SERIES FUND II INC DATE OF NAME CHANGE: 19920929 CENTRAL INDEX KEY: 0000886048 S000010587 FIRST INVESTORS GROWTH & INCOME FUND C000029243 CLASS A FGINX CENTRAL INDEX KEY: 0000886048 S000010590 FIRST INVESTORS BLUE CHIP FUND C000029249 CLASS A FIBCX CENTRAL INDEX KEY: 0000886048 S000010587 FIRST INVESTORS GROWTH & INCOME FUND C000029244 CLASS B FGIBX CENTRAL INDEX KEY: 0000886048 S000010590 FIRST INVESTORS BLUE CHIP FUND C000029250 CLASS B FBCBX N-14 1 growthincome_n14.htm INITIAL REGISTRATION STATEMENT FILED ON FORM N-14 growthincome_n14.htm
As filed with the Securities and Exchange Commission on September 26, 2011
 
1933 Act Registration File No. 333-_______
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-14
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[    ] Pre-Effective Amendment No. ___
[    ] Post-Effective Amendment No. ___
 
(Check appropriate box or boxes.)
 
FIRST INVESTORS EQUITY FUNDS
(Exact Name of Registrant as Specified in Charter)
 
110 Wall Street
New York, New York 10005
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (212) 858-8000
 
Mary Carty, Esq.
First Investors Equity Funds
110 Wall Street
New York, New York 10005
(Name and Address of Agent for Service)
 
Copy to:
Francine J. Rosenberger, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, D.C. 20006-1601
 
Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933, as amended.
 
It is proposed that this filing will become effective on the 30th day after filing pursuant to Rule 488.
 
Title of Securities Being Offered: Class A and Class B shares of First Investors Growth & Income Fund.
 
No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of securities
 
 

FIRST INVESTORS EQUITY FUNDS
 
CONTENTS OF REGISTRATION STATEMENT
 
This registration document is comprised of the following:
 
              Cover Sheet
 
  Contents of Registration Statement
 
  Part A – Information Statement and Prospectus
 
  Part B – Statement of Additional Information
 
  Part C – Other Information
 
  Signature Page
 
  Exhibit Index
 
  Exhibits

 

PROSPECTUS AND INFORMATION STATEMENT
_________  __, 2011
________________________
 
FIRST INVESTORS EQUITY FUNDS
Blue Chip Fund
Growth & Income Fund
________________________
 
110 Wall Street
New York, New York 10005
1 (800) 423-4026
________________________
 
This Prospectus and Information Statement (“Prospectus”) is being furnished to shareholders of First Investors Blue Chip Fund (“Blue Chip Fund”), a series of First Investors Equity Funds (“Trust”), a Delaware statutory trust, in connection with a Plan of Reorganization and Termination (“Plan”). The Prospectus provides information regarding the reorganization of Blue Chip Fund into First Investors Growth & Income Fund (“Growth & Income Fund” and, with Blue Chip Fund, each a “Fund” and together the “Funds”), also a series of the Trust (“Reorganization”). On the closing date of the Reorganization, each shareholder of Blue Chip Fund, in exchange for his or her Blue Chip Fund shares, will receive the same class of shares of Growth & Income Fund equal to the value of the shareholder’s Blue Chip Fund shares on the closing date. The Reorganization is expected to close on or about December 9, 2011 (“Closing Date”). When the Reorganization is complete, Blue Chip Fund will be terminated.
 
The Board of Trustees of the Trust (the “Board”) has determined to approve the Reorganization because of the reasons discussed in the Prospectus. Shareholders of Blue Chip Fund are not being asked to vote on the Plan or to approve the Reorganization. Shareholders are advised to read and retain the Prospectus for future reference.
 
The Prospectus sets forth concisely information about Growth & Income Fund that investors should know before the Closing Date. Additional information is contained in the following documents:
  • The Statement of Additional Information (“SAI”) dated ____ __, 2011, relating to the Plan and including pro forma financial statements, which has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated herein by this reference (that is, it legally forms a part of the Prospectus) (SEC File No. ___-_____). The SAI accompanies this Prospectus.
     
  • Parts I and II of the Statement of Additional Information of the Trust, which contains information relating to Blue Chip Fund and Growth & Income Fund, dated January 31, 2011, which have been filed with the SEC and are incorporated herein by this reference (SEC File Nos. 033-46924; 811-06618).
     
  • The Annual and Semi-Annual Reports to Shareholders of the Funds for the fiscal year ended September 30, 2010 and period ended March 31, 2011, respectively, which have been filed with the SEC and are incorporated herein by this reference (SEC File Nos. 033-46924; 811-06618).
1
 
 

Copies of any of the above documents are available upon request, without charge, by calling toll free 1 (800) 423-4026) or by writing to Administrative Data Management Corp., Raritan Plaza I, Edison, NJ 08837. These documents are also available on the First Investor’s web site at www.firstinvestors.com. Shareholders of record of Blue Chip Fund at the close of business on September 22, 2011 (“Record Date”) will receive copies of the Prospectus, which is expected to be mailed beginning on or about October 25, 2011.
 
THE SEC HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THE PROSPECTUS, OR DETERMINED IF THE PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BLUE CHIP FUND OR GROWTH & INCOME FUND.
 
2
 
 

Table of Contents
 
ABOUT THE REORGANIZATION 4
  Comparison of Fees and Expenses 4
      Example of Fund Expenses 5
  Portfolio Turnover 6
  Comparison of Investment Objectives, Strategies and Policies 6
  Comparison of Principal Risks 8
  Comparative Performance Information 10
     
ADDITIONAL INFORMATION 11
  Investment Adviser 11
  Purchase and Sale of Fund Shares 12
  Payments to Broker-Dealers and Other Financial Intermediaries 12
  Federal Income Tax Considerations 13
  Plan of Reorganization and Termination 13
  Reasons for the Reorganization 14
  Description of the Securities to be Issued 16
  Federal Income Tax Consequences of the Reorganization 16
  Capitalization 17
     
FINANCIAL HIGHLIGHTS 18
     
OTHER INFORMATION 18
  Legal Matters 18
  Additional Information 18
     
APPENDIX A PLAN OF REORGANIZATION AND TERMINATION A-1
     
APPENDIX B FINANCIAL HIGHLIGHTS B-1
     
APPENDIX C PURCHASE, EXCHANGE, REDEMPTION PROCEDURES AND OTHER  
INFORMATION C-1
 
3
 
 
 
 
ABOUT THE REORGANIZATION
 
The following is a summary of certain information relating to the transaction and is qualified in its entirety by reference to the more complete information contained elsewhere in the Prospectus and the attached Appendices.
 
Due primarily to concerns over Blue Chip Fund’s declining asset size, relative performance and marketability, First Investors Management Company, Inc. (“FIMCO” or the “Adviser”), the investment adviser of Blue Chip Fund, recommended to the Board that Blue Chip Fund be reorganized into Growth & Income Fund.
 
At its meeting on September 15, 2011 and after careful consideration of a number of factors, the Board, including the Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”) thereof (“Independent Trustees”), concluded that the Reorganization would be in the best interests of each Fund, and that the interests of each Fund’s existing shareholders would not be diluted as a result of the transactions contemplated by the Reorganization. Accordingly, the Board approved the Plan pursuant to which Growth & Income Fund would acquire all of the assets of Blue Chip Fund in exchange solely for the assumption of all the liabilities of Blue Chip Fund and the issuance of shares of Growth & Income Fund to be distributed pro rata by Blue Chip Fund to its shareholders in complete liquidation and termination of Blue Chip Fund. Class A shareholders of Blue Chip Fund will receive Class A Shares of Growth & Income Fund, and Class B shareholders of Blue Chip Fund will receive Class B Shares of Growth & Income Fund. Shareholders will not pay any sales charges or similar transaction charges in connection with the Reorganization.
 
Among other things, the Reorganization would give Blue Chip Fund shareholders the opportunity to participate in a fund with a greater asset base. In addition, shareholders of Blue Chip Fund are expected to experience a reduction in the overall operating expenses paid in connection with their investment in Growth & Income Fund.
 
As a condition to the Reorganization, the Trust will receive an opinion of counsel substantially to the effect that the Reorganization will be considered a tax-free reorganization under applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”). As such, the Funds and their shareholders would not recognize any gain or loss as a result of the Reorganization. See “Federal Income Tax Consequences of the Reorganization” below for further information.
 
Blue Chip Fund will bear the costs of the Reorganization (e.g., legal, printing and postage costs), which are estimated at $112,977.
 
Comparison of Fees and Expenses
 
The Reorganization is expected to result in lower overall fees and expenses for shareholders of Blue Chip Fund. There is no difference in the sales charges between the Funds. The maximum sales charge for Class A shares of the Funds and the maximum deferred sales charge for Class B shares of the Funds is 5.75% and 4.00%, respectively. Growth & Income Fund’s total annual operating expense ratio for each class is lower than that of the corresponding class of shares of Blue Chip Fund due primarily to Blue Chip Fund’s smaller asset base.
 
The following tables describe the fees and expenses of each class of shares of Blue Chip Fund and Growth & Income Fund and the estimated pro forma fees and expenses of each class of shares of Growth & Income Fund after giving effect to the proposed Reorganization (the “Pro Forma Combined Fund”).
 
4
 
 

Expenses for each Fund are based on the operating expenses incurred by each class of shares of Blue Chip Fund and Growth & Income Fund for the six-month period ended March 31, 2011 and are annualized. The pro forma of each class of shares of the Pro Forma Combined Fund assumes that the Reorganization had been in effect for the same period. The actual fees and expenses of the Funds and of the combined Fund as of the Closing Date may differ from those reflected in the tables below. You may qualify for sales charge discounts if you invest, or agree to invest in the future, at least $100,000 in First Investors Funds. More information about these and other discounts is available from your financial representative and in “Are sales charge discounts and waivers available” in Appendix C to this Prospectus on page C-7 and in “Additional Information About Sales Charge Discounts and Waivers” on page II-44 of the Funds’ Statement of Additional Information.
 
Shareholder Fees (fees paid directly from your investment)
  Blue Chip Fund Growth & Income Fund Pro Forma
              Combined Fund
             
  Class A Class B Class A Class B Class A Class B
Maximum sales charge
(load) imposed on
purchases (as a
percentage of offering
price)
5.75%
None
5.75%
None
5.75%
None
Maximum deferred sales
charge (load) (as a
percentage of the lower
of purchase price or
redemption price)

1.00%

4.00%

1.00%

4.00%

1.00%

4.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
  Blue Chip Fund Growth & Income Fund Pro Forma
      Combined Fund
             
  Class A Class B Class A Class B Class A Class B
Management Fees            
  0.74% 0.74% 0.72% 0.72% 0.70% 0.70%
Distribution and Service
(12b-1) Fees		 0.30% 1.00% 0.30% 1.00% 0.30% 1.00%
Other Expenses 0.38% 0.38% 0.32% 0.32% 0.32% 0.32%
Total Annual Fund
Operating Expenses		 1.42% 2.12% 1.34% 2.04% 1.32% 2.02%

Example of Fund Expenses
 
This Example is intended to help you compare the costs of investing between Blue Chip Fund and Growth & Income Fund. The Example assumes that you invested $10,000 in each Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds’ operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
5
 
 

  Blue Chip Fund Growth & Income Fund Pro Forma
      Combined Fund
  1 3 5 10 1 3 5 10 1 3 5 10
  Year Years Years Years Year Years Years Years Year Years Years Years
                         
Class
A
Shares
$711
$998
$1,307
$2,179
$704
$975
$1,267
$2,095
$702
$969
$1,257
$2,074
Class
B
Shares
$615
$964
$1,339
$2,273
$607
$940
$1,298
$2,189
$605
$934
$1,288
$2,168
You would pay the following expenses if you did not redeem your shares:
Class
A
Shares
$711
$998
$1,307
$2,179
$704
$975
$1,267
$2,095
$702
$969
$1,257
$2,074
Class
B
Shares
$215
$664
$1,139
$2,273
$207
$640
$1,098
$2,189
$205
$634
$1,088
$2,168

Portfolio Turnover
 
Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect a Fund’s performance. During the most recent fiscal year, Blue Chip Fund’s portfolio turnover rate was 19% of the average value of its whole portfolio and Growth & Income Fund’s portfolio turnover rate was 25% of the average value of its whole portfolio.
 
Comparison of Investment Objectives, Strategies and Policies
 
The table included in this section provides a side-by-side comparison of the investment objectives and strategies of Blue Chip and Growth & Income Funds. Each Fund’s investment objective is a non-fundamental policy of the Fund. Non-fundamental policies may be changed by the Board without shareholder approval. Following the Reorganization, the combined Fund will be managed in accordance with the investment objective, policies and strategies of Growth & Income Fund.
 
As noted in the table, both Funds invest primarily in common stocks. However, their investment objectives are stated in different terms and they have pursued their objectives using different strategies. For example, Growth & Income Fund’s investment objective is to seek long-term growth of capital and current income while Blue Chip Fund’s objective is to seek high total investment return. Blue Chip Fund has a policy of investing, under normal market circumstances, at least 80% of its net assets in common stocks of “blue chip” companies, defined as large, well-established companies that have market capitalizations of greater than $5 billion (“name rule policy”). Growth & Income Fund does not have a name rule policy and may invest in companies of any size; Blue Chip Fund may invest opportunistically in small- and mid-cap companies, consistent with its name rule policy. Growth & Income Fund also seeks to invest in companies that pay dividends, while Blue Chip Fund does not select stocks based on whether the company pays dividends (although stocks in Blue Chip Fund’s portfolio of investments may pay dividends). While both Funds look to select investments that will grow, Growth & Income Fund additionally looks for investments that provide income in the form of dividends.
 
6
 
 

FIMCO has reviewed Blue Chip Fund’s current portfolio holdings and determined that those holdings generally are compatible with Growth & Income Fund’s investment objective and policies. As a result, FIMCO believes, with respect to the Reorganization, that a substantial number of Blue Chip Fund’s holdings could be transferred to and held by Growth & Income Fund. However, it is expected that some of those holdings may not remain at the time of the Reorganization due to normal portfolio turnover as well as decisions by the portfolio managers not to include certain Blue Chip holdings in the combined Fund’s portfolio. The proceeds of these sales may be held in temporary investments or reinvested in assets that are consistent with Growth & Income Fund’s investment objective and policies. The portion of Blue Chip Fund’s assets that will be liquidated in connection with the Reorganization will depend on market conditions and on the assessment by FIMCO of the compatibility of those holdings with Growth & Income Fund’s portfolio composition and investment objective and policies at the time of the Reorganization. The need for Blue Chip Fund to sell investments in connection with the Reorganization may result in its selling securities at a disadvantageous time and price and could result in its realizing gains (or losses) that would not otherwise have been realized and incurring transaction costs that would not otherwise have been incurred.
 
    Blue Chip Fund   Growth & Income Fund
Investment Objective       The Fund seeks high total investment return.       The Fund seeks long-term growth of capital and current income.
         
Investment Strategies
  
Under normal circumstances, the Fund will invest at least 80% of its net assets in common stocks of “Blue Chip” companies. The Fund defines “Blue Chip” companies as large, well-established companies that have market capitalizations of greater than $5 billion. The Fund will provide shareholders with at least 60 days notice before changing this name rule policy.
  
No comparable name rule policy. The Fund primarily invests in common stocks that offer the potential for capital growth, current income or both. The Fund generally seeks to invest in common stocks of large-, mid- and small-size companies that have a history of paying dividends. The Fund may invest in non-dividend paying stocks if it cannot identify dividend-paying stocks that it finds attractive.
         
   
The Fund uses fundamental research to select stocks of companies that it believes have attractive valuations and growth potential within their respective sectors and industries. Security selection is based on a variety of factors including: the strength of a company’s balance sheet; its record of earnings growth; and its competitive position. The Fund attempts to stay broadly diversified but may emphasize certain industry sectors based on economic and market conditions.
  
The Fund generally uses a “bottom-up” approach to selecting investments. This means that the Fund generally identifies potential investments through fundamental research and analysis and thereafter focuses on other issues, such as economic trends, interest rates, industry diversification and market capitalization. In deciding whether to buy or sell securities, the Fund considers, among other things, the issuer’s financial strength, management, earnings growth or potential earnings growth and history (if any) of paying dividends.
         
   
The Fund may sell a security if it becomes fully valued, its fundamentals have deteriorated, alternative investments become more attractive or if it is necessary to rebalance the portfolio.
  
Same.
         

7
 
 

        Blue Chip Fund       Growth & Income Fund
Temporary defensive
position		  
The Fund may take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. If it does so, it may not achieve its investment objective. The Fund may also choose not to take defensive positions.
   Same.
         

Comparison of Principal Risks
 
The principal risks of investing in the Funds are discussed below. Investments in each Fund present risks relating to market risk and security selection risk. Growth & Income Fund has additional risks because it may invest in mid- and small-size companies and generally seeks to invest in common stocks of companies that have a history of paying dividends.
 
You can lose money by investing in a Fund. The likelihood of a loss is greater if you invest for a shorter period of time. Any investment carries with it some level of risk.
 
    Blue Chip Fund   Growth & Income Fund
Market Risk       X       X
Security Selection Risk   X   X
Mid-Size and Small-Size       X
Company Risk        
Dividend Risk       X

Each Fund is subject to the following risks:
 
Market Risk. Because both Funds invest primarily in common stocks, they are both subject to market risk. Stock prices may decline over short or even extended periods not only because of company-specific developments but also due to an economic downturn, a change in interest rates or a change in investor sentiment. Stock markets tend to run in cycles with periods when prices generally go up, known as “bull” markets, and periods when stock prices generally go down, referred to as “bear” markets.
 
While dividend-paying stocks are generally considered less volatile than other stocks, there can be no guarantee that Growth & Income Fund’s overall portfolio will be less volatile than the general stock market. Depending upon market conditions, the income from dividend-paying stocks and other investments may not be sufficient to provide a cushion against general market downturns. Moreover, if Growth & Income Fund cannot identify dividend-paying stocks that it believes have sufficient growth potential, it may have a substantial portion of its portfolio in non-dividend paying stocks.
 
With respect to Blue Chip Fund, while blue chip companies are generally well-established companies, their stocks may fluctuate substantially in price.
 
8
 
 

While Blue Chip Fund generally attempts to stay broadly diversified, it may emphasize certain industry sectors based upon economic and market conditions. Blue Chip Fund’s performance could be adversely affected if these industry sectors perform worse than expected.
 
Security Selection Risk. Securities selected by the portfolio manager may perform differently than the overall market or may not meet the portfolio manager’s expectations. This may be a result of specific factors relating to the issuer’s financial condition or operations or changes in the economy, governmental actions or inactions, or changes in investor perceptions regarding the issuer.
 
Growth & Income Fund is subject to the following additional risks:
 
Mid-Size and Small-Size Company Risk. The market risk associated with stocks of mid- and small-size companies is generally greater than that associated with stocks of larger, more established companies because stocks of mid-and small-size companies tend to experience sharper price fluctuations. The additional volatility associated with mid- to small-size company stocks is attributable to a number of factors, including the fact that the earnings of such companies tend to be less predictable than those of larger, more established companies. At times, it may be difficult for Growth & Income Fund to sell mid- to small-size company stocks at reasonable prices.
 
Dividend Risk. At times, Growth & Income Fund may not be able to identify dividend-paying stocks that are attractive investments. The income received by the Fund will also fluctuate due to the amount of dividends that companies elect to pay. Depending upon market conditions, the Fund may not have sufficient income to pay its shareholders regular dividends.
 
Each Fund may be used as a core holding for an investment portfolio or as a base on which to build a portfolio.
 
Blue Chip Fund is intended for investors who:
  • are seeking growth of capital;
  • are willing to accept a moderate degree of investment risk; and
  • have a long-term investment horizon and are able to ride out market cycles.
Growth & Income Fund is intended for investors who:
  • are primarily seeking an investment that offers the potential for growth with a modest amount of income;
  • are willing to accept a moderate degree of investment risk; and
  • have a long-term investment horizon and are able to ride out market cycles.
An investment in either Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 
Information on each Fund’s holdings can be found in its most recent semi-annual report and information concerning each Fund’s policies and procedures with respect to disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information. The Statement of Additional Information also describes non-principal investment strategies that each Fund may use, including investing in other types of securities that are not described in this Prospectus.
 
9
 
 

Comparative Performance Information
 
The following bar charts and tables provide some indication of the risks of investing in the Funds. The bar charts show changes in each Fund’s performance from year to year for Class A shares. The tables show how each Fund’s average annual returns for 1, 5 and 10 years compare to those of a broad measure of market performance. Each Fund’s past performance (before and after taxes) is not necessarily an indication of how that Fund will perform in the future. Updated performance information is available by visiting www.firstinvestors.com or by calling 1 (800) 423-4026. Sales charges are not reflected in the bar charts, and if those charges were included, returns would be less than those shown.
 
Total Annual Returns For Calendar Years Ended December 31
 
Blue Chip Fund
 
 
During the periods shown, the highest quarterly return was 14.34% (for the quarter ended June 30, 2003) and the lowest quarterly return was -19.66% (for the quarter ended December 31, 2008). The Fund’s return for the period from January 1, 2011 through September 30, 2011 was ____%.
 
Total Annual Returns For Calendar Years Ended December 31
 
Growth & Income Fund
 
 
During the periods shown, the highest quarterly return was 16.90% (for the quarter ended June 30, 2009) and the lowest quarterly return was -22.47% (for the quarter ended December 31, 2008). The Fund’s return for the period from January 1, 2011 through September 30, 2011 was ____%.
 
10
 
 

Average Annual Total Returns for the period ended December 31, 2010.
 
Blue Chip Fund – Average Annual Total Returns
  1 Year 5 Years 10 Years
Class A Shares      
       Return Before Taxes 3.20% -0.19% -2.03%
       Return After Taxes on Distributions 3.05% -0.32% -2.10%
       Return After Taxes on Distributions      
              and Sale of Fund Shares 2.26% -0.20% -1.72%
       
Class B Shares      
       Return Before Taxes 4.72% -0.10% -2.28%
Index      
       S&P 500 Index (reflects no deduction for fees,      
              expenses or taxes) 15.06% 2.29% 1.41%

Growth & Income Fund – Average Annual Total Returns
  1 Year 5 Years 10 Years
Class A Shares      
       Return Before Taxes 8.34% 0.69% 0.37%
       Return After Taxes on Distributions 8.14% 0.44% 0.18%
       Return After Taxes on Distributions      
              and Sale of Fund Shares 5.67% 0.51% 0.24%
       
Class B Shares      
       Return Before Taxes 10.12% 0.81% 0.13%
Index      
       S&P 500 Index (reflects no deduction for fees,      
              expenses or taxes) 15.06% 2.29% 1.41%

The after-tax returns are shown only for Class A shares and are calculated using the highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).
 
ADDITIONAL INFORMATION
 
Investment Adviser
 
FIMCO is the investment adviser to each Fund. FIMCO has been the investment adviser to the First Investors Family of Funds since 1965. Its address is 110 Wall Street, New York, NY 10005. As of August 31, 2011, FIMCO served as investment adviser to 38 mutual funds or series of funds with total net assets of approximately $7.022 billion. FIMCO supervises all aspects of each Fund’s operations.
 
11
 
 

Edwin D. Miska, Director of Equities, has served as the Portfolio Manager of Growth & Income Fund since 2006 and as Co-Portfolio Manager of Blue Chip Fund since May 2011. Mr. Miska also serves as a Portfolio Manager for certain other First Investors funds and joined FIMCO in 2002 as a Portfolio Manager. Sean Reidy works with Mr. Miska as the Assistant Portfolio Manager of Growth & Income Fund and has served as the Co-Portfolio Manager of Blue Chip Fund since May 2011. He also serves as Co-Portfolio Manager or Assistant Portfolio Manager for certain other First Investors funds. Prior to joining FIMCO in 2010, Mr. Reidy was a proprietary trader at First New York Securities (2008-2010) and served as Co-Portfolio Manager and Research Director at Olstein Capital Management (1996-2007).
 
For the fiscal year ended September 30, 2010, Blue Chip Fund paid an advisory fee to FIMCO equal to an annual rate of 0.74% of its average daily net assets and Growth & Income Fund paid an advisory fee to FIMCO equal to an annual rate of 0.73% of its average daily net assets.
 
The Statement of Additional Information provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and each portfolio manager’s ownership of securities in a Fund.
 
Description of the factors considered by the Board in approving the advisory agreement for each Fund are available in the Annual Report to Shareholders for the fiscal year ended September 30, 2010.
 
The Funds have received an exemptive order from the SEC, which permits FIMCO to enter into new or modified subadvisory agreements with existing or new subadvisers without approval of the Funds’ shareholders but subject to the approval of the Funds’ Board of Trustees. FIMCO has ultimate responsibility, subject to oversight by the Funds’ Board of Trustees, to oversee any subadviser and recommend its hiring, termination and replacement. In addition, there is a rule pending at the SEC, which, if adopted, would permit the Funds to act in such manner without seeking an exemptive order. In the event that a subadviser is added or modified, the prospectus will be supplemented and an information statement will be sent to shareholders of the affected Funds.
 
Purchase and Sale of Fund Shares
 
You may purchase or redeem shares of the Funds on any business day by: contacting your financial intermediary in accordance with its policies; writing to the Funds’ transfer agent at the following address: Administrative Data Management Corp., Raritan Plaza I, Edison, NJ 08837; or calling the Funds’ transfer agent at 1 (800) 423-4026. The minimum initial purchase is $1,000. The minimum initial purchase is reduced for certain types of accounts and also for accounts opened under a systematic investment plan. Subsequent investments can be made in any U.S. dollar amount.
 
The Funds’ purchase, exchange, and redemption procedures are the same. See Appendix C for a description of these procedures and other information.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
The Funds are primarily sold to retail investors through their principal underwriter, First Investors Corporation (“FIC”). FIC is an affiliate of the Funds’ adviser (FIMCO) and both are subsidiaries of the same holding company. FIC pays its representatives a higher level of compensation for selling First Investors Funds than for selling other funds. This may create a conflict of interest by influencing the representatives to recommend First Investors Funds over other funds. For more information on FIC’s policies ask your representative, see the Funds’ Statement of Additional Information or visit First Investors website at: www.firstinvestors.com.
 
12
 
 

Federal Income Tax Considerations
 
Any dividends or capital gain distributions paid by a Fund are taxable to you unless you hold your shares in an IRA, 403(b) account, 401(k) account or other tax-deferred account. Dividends from net investment income and distributions of net short-term capital gains (if any) are generally taxable to you as ordinary income. If you are an individual and meet certain holding period requirements with respect to your Fund shares, you may be eligible for reduced federal income tax rates on “qualified dividend income” distributed by a Fund. Distributions of net long-term capital gains (if any) are generally taxed to you as long-term capital gains, regardless of how long you owned your Fund shares. You are taxed in the same manner whether you receive your dividends and capital gain distributions in cash or reinvest them in additional Fund shares.
 
Your sale or exchange of Fund shares will be considered a taxable event for you. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or a loss on the transaction. You are responsible for any tax liabilities generated by your transactions.
 
Plan of Reorganization and Termination
 
The terms and conditions under which the Reorganization will be consummated are set forth in the Plan. Significant provisions of the Plan are summarized below; however, this summary is qualified in its entirety by reference to the Plan, a copy of which is attached as Appendix A to this Prospectus.
 
The Plan provides for the Reorganization to occur on or about December 9, 2011. The Plan provides that all of the assets of Blue Chip Fund will be transferred to Growth & Income Fund immediately after the close of business, unless the Trust determines otherwise, on the Closing Date (the “Effective Time”). In exchange for the transfer of these assets, Growth & Income Fund will (a) simultaneously issue to Blue Chip Fund at the Effective Time a number of full and fractional Growth & Income Fund Class A and Class B shares equal in value to the aggregate net asset value of Blue Chip Fund attributable to that Fund’s Class A and Class B shares, respectively, calculated immediately after the close of regular trading on the New York Stock Exchange, and the declaration of any dividends and/or other distributions, on the date of the Closing and (b) assume all of the liabilities of Blue Chip Fund, including any contingent liabilities with respect to pending or threatened litigation or actions (such as that described In Exhibit 1 of the Plan).
 
Following that exchange, Blue Chip Fund will distribute all of the shares of Growth & Income Fund pro rata to its shareholders of record in complete liquidation and termination of Blue Chip Fund. Each shareholder of Blue Chip Fund owning shares at the Effective Time will receive a number of shares of the identically designated class of Growth & Income Fund with the same aggregate value as the shareholder had in Blue Chip Fund immediately before the Reorganization. Such distribution will be accomplished by the establishment of accounts in the names of Blue Chip Fund’s shareholders on the share records of Growth & Income Fund’s transfer agent. Each account will be credited with the respective pro rata number of full and fractional shares of Growth & Income Fund due to the shareholder of Blue Chip Fund, by class. Blue Chip Fund will then be terminated.
 
The Board may terminate the Plan and abandon the Reorganization at any time before the Effective Time, if circumstances develop that, in its opinion, make proceeding with the Reorganization inadvisable for either Fund. The completion of the Reorganization also is subject to various conditions, including completion of all filings with, and receipt of all necessary approvals from, the SEC, delivery of a legal opinion regarding the federal income tax consequences of the Reorganization and other customary corporate and securities matters. Subject to the satisfaction of those conditions, the Reorganization will take place immediately after the close of business on the Closing Date.
 
No sales charges or other fees will be imposed in connection with the receipt of Growth & Income Fund shares by shareholders of Blue Chip Fund. To the extent described in the Plan, expenses solely and directly related to the Reorganization (as determined in accordance with guidelines set by the Internal Revenue Service) will be paid by Blue Chip Fund.
 
13
 
 

Reasons for the Reorganization
 
The Board met on August 18 and September 15, 2011 to consider information in connection with the Reorganization. In determining whether to approve the Plan, the Board, including those members who are not “interested persons” (within the meaning of the 1940 Act) (the “Independent Trustees”), with the advice and assistance of independent legal counsel, inquired into and considered a number of matters, including: (1) the terms and conditions of the Reorganization; (2) the compatibility of the investment programs and portfolio holdings of Blue Chip Fund and Growth & Income Fund; (3) the expense ratios of each Fund on a comparative basis and projected pro forma estimated expense ratios, as well as the sales load of each Fund’s Class A and Class B shares; (4) the relative historical performance record of the Funds; (5) the historical asset levels of Blue Chip Fund; (6) sales and redemption activity of each Fund for the past two fiscal years; (7) the continuity of advisory and portfolio management, distribution and shareholder services provided by the Reorganization; (8) any impact on FIMCO as a result of the Reorganization; and (9) the non-recognition of any gain or loss for federal income tax purposes to Blue Chip Fund, Growth & Income Fund or their respective shareholders as a result of the Reorganization. The Board also considered the responses of management to various questions asked at the August 18th and September 15th meetings regarding the Plan and the Reorganization. The Board did not assign specific weights to any of these factors, but it did consider all of them in determining, in its business judgment, to approve the Plan. At the meetings, representatives of FIMCO discussed the rationale for the Reorganization. FIMCO’s representatives explained that Blue Chip Fund has a declining asset base and that its short-, medium- and long-term performance has trailed its peers, making it difficult to attract new assets to the Fund. FIMCO’s representatives explained that reorganizing the Funds would benefit the Blue Chip Fund shareholders by moving them into a fund that has a larger and more stable asset base, that has a better long-term performance history and that is more marketable with the potential for long-term growth. As a result, FIMCO’s representatives recommended reorganizing Blue Chip Fund into Growth & Income Fund.
 
FIMCO’s representatives stated that the Reorganization is expected to result in lower overall fees and expenses for shareholders of Blue Chip Fund and Growth & Income Fund, even though Growth & Income Fund has the same contractual advisory fee rate as Blue Chip Fund. FIMCO’s representatives also stated that reorganizing the Funds is expected to result in economies of scale for Blue Chip Fund and Growth & Income Fund as fixed expenses would be dispersed over a larger asset and shareholder base, thereby allowing the shareholders of both Funds to realize a reduction in total operating expenses when the Reorganization is effected.
 
The Board also considered the historical performance of each Fund for short- and long-term time periods. In this regard, the Board noted that Growth & Income Fund’s performance in comparison to its Lipper peer group was better than Blue Chip Fund’s performance in comparison to its Lipper peer group for the one-year, five-year and ten-year periods ending December 31, 2010 and August 31, 2011.
 
FIMCO’s representatives also noted that the interests of the shareholders of each Fund would not be diluted by the Reorganization because the Reorganization would be effected on the basis of each Fund’s net asset value.
 
FIMCO’s representatives noted that each of Blue Chip Fund and Growth & Income Fund had capital loss carryovers (“CLCs”) and that the bulk of Blue Chip Fund’s unrealized capital gains would be realized prior to the Reorganization and thus reduce most of its CLCs. In addition, FIMCO’s representatives noted that, because of certain provisions of the Code that limit the utilization of CLCs by the acquiring company in a reorganization, it is expected that some of those CLCs may expire before Growth & Income Fund can use them.
 
14
 
 

FIMCO’s representatives noted that the portfolio holdings of Blue Chip Fund generally are compatible with Growth & Income Fund’s investment objective and policies. In that regard, FIMCO noted that a significant portion of the securities held by each Fund are the same.
 
FIMCO’s representatives further noted that Blue Chip Fund will bear the costs of the Reorganization (e.g., legal, printing and postage costs) and all of the brokerage and similar expenses associated with any restructuring of the Fund’s portfolio that occurs prior to the Reorganization.
 
The Board also considered the potential liabilities (as described in the Plan attached as Appendix A) that would be assumed by Growth & Income Fund as part of the Reorganization and considered management’s representations regarding the uncertainty relating to any potential liabilities and, if they existed, their magnitude. Further, the Board considered that the annual and semi-annual reports of Growth & Income Fund would include disclosure regarding such potential liabilities going forward, thereby notifying Growth & Income Fund shareholders of such liabilities once the Reorganization was completed. FIMCO then recommended that the Board approve the Reorganization.
 
In reaching the decision to approve the Reorganization, the Board, including the Independent Trustees, concluded that the participation of Blue Chip Fund and Growth & Income Fund in the Reorganization would be in each Fund’s best interests and that the interests of each Fund’s shareholders would not be diluted as a result of the Reorganization. The Board’s conclusion was based on a number of factors, including the following:
  • The Reorganization will permit shareholders in Blue Chip Fund to benefit by becoming shareholders of Growth & Income Fund because Growth & Income Fund has larger and more stable asset levels.
     
  • Growth & Income Fund has lower total annual expense ratios than Blue Chip Fund and is expected to have an even lower total annual expense ratio once the Reorganization is completed.
     
  • Shareholders will not incur any sales loads or similar transaction charges as a result of the Reorganization. Further, for purposes of calculating any holding period used to determine a contingent deferred sales charge, a shareholder’s original purchase will apply.
     
  • Each Fund is managed by FIMCO and has the same portfolio managers and service providers.
     
  • Reorganizing the Funds is expected to result in economies of scale for Blue Chip Fund and Growth & Income Fund as fixed expenses would be dispersed over a larger asset and shareholder base.
     
  • It is anticipated that the Reorganization would cause the combined Fund to achieve its next breakpoint in its advisory fee, causing assets above that breakpoint to be assessed at the lower advisory fee rate of 0.66%.
     
  • The Reorganization is being structured as a tax-free reorganization under the Code and, therefore, will be tax neutral to shareholders.
As a result of the Reorganization, each shareholder of Blue Chip Fund would hold, immediately after the Effective Time, Class A and Class B shares, as applicable, of Growth & Income Fund having an aggregate value equal to the aggregate value of Blue Chip Fund’s Class A and Class B shares, as applicable, the shareholder held as of the Closing Date.
 
15
 
 

On the basis of the information provided to it and its evaluation of that information, the Board, including the Independent Trustees, voted unanimously to approve the Reorganization at its September 15, 2011 meeting.
 
Description of the Securities to be Issued
 
The shareholders of Blue Chip Fund will receive Class A or Class B shares of Growth & Income Fund in accordance with the procedures provided for in the Plan. Such shares will be fully paid and non-assessable by Growth & Income Fund when issued and will have no preemptive or conversion rights.
 
The Trustees of the Trust are authorized to issue an unlimited number of shares of beneficial interest without par value. Shares of each Class of a Fund represent an equal beneficial interest in the assets of that Fund, have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that expenses allocated to a Class may be borne solely by that Class as determined by the Board, and a Class may have exclusive voting rights with respect to matters affecting only that Class.
 
The Trust is not required to hold annual shareholder meetings unless required by law. If requested in writing to do so by the holders of at least 10% of a Fund’s or Class’ outstanding shares entitled to vote, as specified in the By-Laws, or when ordered by the Trustees or the President, the Secretary will call a special meeting of shareholders for the purpose of taking action upon any matter requiring the vote of the shareholders or upon any other matter as to which a vote is deemed by the Trustees or the President to be necessary or desirable.
 
Federal Income Tax Consequences of the Reorganization
 
The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of the Code.
 
As a condition to consummation of the Reorganization, the Trust, on behalf of each Fund, will receive an opinion of K&L Gates LLP, its counsel (“Opinion”), substantially to the effect that, based on the facts and assumptions stated therein as well as certain representations of the Trust being true and complete at the Effective Time and conditioned on the Reorganization’s being completed in accordance with the Plan (without the waiver or modification of any terms or conditions to the Plan and without taking into account any amendment to the Plan that K&L Gates LLP has not approved), for federal income tax purposes:
 
       (1)        The Reorganization will qualify as a “reorganization” (as defined in Section 368(a)(1)(C) of the Code), and each Fund will be a “party to a reorganization” (within the meaning of Section 368(b) of the Code).
   
  (2)   The Funds will recognize no gain or loss on the Reorganization.
   
  (3)   The shareholders will not recognize any gain or loss on the exchange of Blue Chip Fund shares for Growth & Income Fund shares.
   
  (4)   The holding period for and aggregate tax basis in the Growth & Income Fund shares a shareholder receives pursuant to the Reorganization will include the holding period for, and will be the same as the aggregate tax basis in, respectively, the Blue Chip Fund shares the shareholder holds immediately prior to the Reorganization (provided the shareholder holds the shares as capital assets at the Effective Time).
       
  (5)   Growth & Income Fund’s holding period for each asset Blue Chip Fund transfers to it will include Blue Chip Fund’s holding period therefor (except where Growth & Income Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period), and Growth & Income Fund’s tax basis in each such asset will be the same as Blue Chip Fund’s tax basis therein immediately prior to the Reorganization.
 
16
 
 

Notwithstanding clauses (2) and (5), the Opinion may state that no opinion is expressed as to the effect of the Reorganization on a Fund or any shareholder with respect to any transferred asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.
 
At or immediately before the Effective Time, Blue Chip Fund will distribute substantially all of its undistributed net investment income, net capital gain, net short-term capital gain and net gains from foreign currency transactions, if any, in order to continue to maintain its tax status as a regulated investment company.
 
Blue Chip Fund accumulated capital loss carryovers (“CLC”s) for federal income tax purposes through the end of its most recently completed taxable year. The amount of those CLCs (plus any net capital losses for those purposes Blue Chip Fund sustains during its taxable year ending on the Closing Date) that Growth & Income Fund may utilize after the Reorganization may be limited under the Code, for any particular taxable year, generally to the product of Blue Chip Fund’s value immediately before the Reorganization multiplied by the “long-term tax-exempt rate” for the month in which the Reorganization occurs (which was 3.86% for October 2011), plus all or part of any net unrealized built-in gain of Blue Chip Fund as of the Closing Date that Growth & Income Fund recognizes. As a result of that limitation, it is expected that some of those CLCs may expire before Growth & Income Fund can use them.
 
The foregoing description of the federal income tax consequences of the Reorganization does not take into account the particular circumstances of any shareholder. Shareholders of Blue Chip Fund are therefore urged to consult their tax advisers as to the specific consequences to them of the Reorganization in light of their individual circumstances, including the applicability and effect of state, local, foreign and other tax consequences, if any, of the Reorganization.
 
Capitalization
 
The following table sets forth the capitalization of each Fund as of March 31, 2011 and of the Combined Pro Forma Fund on a pro forma combined basis as of that date, after giving effect to the proposed Reorganization.
 
      Pro Forma  
    Growth & Adjustments to Combined Pro Forma
  Blue Chip Fund Income Fund Capitalization* Fund
Net Assets (all                
classes) $421,468,637   $773,823,387   ($112,977)   $1,195,179,047  
Total shares                
outstanding 19,085,066   50,895,499   8,624,068   78,604,633  
Class A net assets $407,531,302   $746,448,767   ($109,241)   $1,153,870,828  
Class A shares                
outstanding 18,407,811   48,985,137   8,328,954   75,721,902  
Class A net asset                
value per share $22.14   $15.24       $15.24  
Class B net assets $13,937,335   $27,374,620   ($3,736)   $41,308,219  
Class B shares                
outstanding 677,255   1,910,362   295,113   2,882,730  
Class B net asset                
value per share $20.58   $14.33       $14.33  
* The adjustments reflect the costs of the Reorganization to be incurred by Blue Chip Fund.
  

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FINANCIAL HIGHLIGHTS
 
For tables of the financial highlights of Growth & Income Fund and Blue Chip Fund, see “Financial Highlights” in Appendix B. The financial highlights shown in the table represent the financial history of the predecessor funds of the same name, which were acquired by the Funds on January 27, 2006. Each Fund has adopted the financial history of its predecessor fund. The financial highlights table is intended to help you understand the financial performance of each Fund for the years indicated. The table sets forth the per share data for each fiscal year and periods indicated. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rates that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). The information has been audited by Tait, Weller & Baker LLP, an independent registered public accounting firm, whose report, along with each Fund’s financial statements, is included in the Trust’s Annual Report to Shareholders for the year ended September 30, 2010 and Semiannual Report to Shareholders for the period ended March 31, 2011, which also are incorporated by reference into the SAI relating to this Prospectus, which is available upon request.
 
OTHER INFORMATION
 
The index that is used by each Fund in the Average Annual Total Returns table as a benchmark for the Fund’s performance, which is located in the “Comparative Performance Information” section of this Prospectus, is the S&P 500 Index. The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure the performance of the broad domestic economy through changes in the aggregate market value of such stocks, which represent all major industries.
 
Legal Matters
 
An opinion concerning certain legal matters pertaining to the Reorganization will be provided by legal counsel to the Funds, K&L Gates LLP, 1601 K Street, N.W., Washington, DC 20006.
 
Additional Information
 
The Trust is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act. Accordingly, it must file certain reports and other information with the SEC. You can copy and review information about the Trust at the SEC’s Public Reference Room in Washington, DC, and at certain of the following SEC Regional Offices: New York Regional Office; Miami Regional Office; Chicago Regional Office; Denver Regional Office; Los Angeles Regional Office; Boston Regional Office; Philadelphia Regional Office; Atlanta Regional Office; Fort Worth Regional Office; Salt Lake Regional Office; and San Francisco Regional Office. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. Reports and other information about the Trust are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. You may obtain copies of this information from the SEC’s Public Reference Branch, Office of Consumer Affairs and Information Services, Washington, DC 20549, at prescribed rates.
 
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APPENDIX A
 
PLAN OF REORGANIZATION AND TERMINATION
 
     THIS PLAN OF REORGANIZATION AND TERMINATION (“Plan”) is adopted by FIRST INVESTORS EQUITY FUNDS, a Delaware statutory trust (“Trust”), on behalf of First Investors Blue Chip Fund (“Target”) and First Investors Growth & Income Fund (“Acquiring Fund”), each a segregated portfolio of assets (“series”) thereof (each sometimes referred to herein as a “Fund”). All agreements, covenants, actions, and obligations of each Fund contained herein shall be deemed to be agreements, covenants, actions, and obligations of, and all rights and benefits created hereunder in favor of each Fund shall inure to and be enforceable by, the Trust acting on its behalf.
 
     The Trust is a statutory trust that is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company; and each Fund is a duly established and designated series thereof. The Trust is classified for federal tax purposes as an association taxable as a corporation, and it has never elected otherwise. The Trust sells voting shares of beneficial interest in the Funds (“shares”) to the public.
 
     The Trust wishes to effect a reorganization described in section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (“Code”) (all “section” references are to the Code, unless otherwise noted), and intends this Plan to be, and adopts it as, a “plan of reorganization” (within the meaning of the regulations under section 368(a) (“Regulations”)). The reorganization will consist of (1) the transfer of Target’s assets to Acquiring Fund in exchange solely for shares in Acquiring Fund and Acquiring Fund’s assumption of Target’s liabilities, (2) the distribution of those shares pro rata to Target’s shareholders in exchange for their shares in Target and in liquidation thereof, and (3) Target’s termination, all on the terms and conditions set forth herein (collectively, “Reorganization”).
 
     The Trust’s Trust Instrument (“Instrument”) permits it to vary its shareholders’ investment. The Trust does not have a fixed pool of assets -- each series thereof (including each Fund) is a managed portfolio of securities, and First Investors Management Company, Inc., each Fund’s investment adviser (“Adviser”), has the authority to buy and sell securities for it.
 
     The Trust’s Board of Trustees (“Board”), including a majority of its members who are not “interested persons” (as that term is defined in the 1940 Act) thereof, (1) has duly adopted this Plan, duly approved the transactions contemplated hereby, and duly authorized the Trust’s performance hereof on each Fund’s behalf and consummation of the Reorganization and (2) has determined that participation in the Reorganization is in the best interests of each Fund and that the interests of the existing shareholders thereof will not be diluted as a result of the Reorganization.
 
     Target has two issued and outstanding classes of shares, designated Class A shares and Class B shares (“Class A Target Shares” and “Class B Target Shares,” respectively, and collectively, “Target Shares”). Acquiring Fund also has two issued and outstanding classes of shares, also designated Class A shares and Class B shares (“Class A Acquiring Fund Shares” and “Class B Acquiring Fund Shares,” respectively, and collectively, “Acquiring Fund Shares”). The rights, powers, privileges, and obligations of the identically designated classes of the Funds’ shares are substantially similar.
 
A-1
 
 

1. PLAN OF REORGANIZATION AND TERMINATION
 
     1.1 Subject to the terms and conditions set forth herein, Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Fund. In exchange therefor, Acquiring Fund shall --
 
     (a) issue and deliver to Target the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the third decimal place) (1) Class A Acquiring Fund Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class A Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class A Acquiring Fund Share and (2) Class B Acquiring Fund Shares determined by dividing the Target Value attributable to the Class B Target Shares by the NAV of a Class B Acquiring Fund Share, and
 
     (b) assume all of Target’s liabilities described in paragraph 1.3 (“Liabilities”).
 
     Those transactions shall take place at the Closing (as defined in paragraph 3.1).
 
     1.2 The Assets shall consist of all assets and property -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, books and records, and deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books -- Target owns at the Valuation Time (as defined in paragraph 2.1).
 
     1.3 The Liabilities shall consist of all of Target’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, and whether or not specifically referred to in this Plan. Notwithstanding the foregoing, Target will endeavor to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1).
 
     1.4 If the dividends and/or other distributions Target has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain -- and in no event less than the sum of 98% of its “ordinary income” plus 98.2% of its “capital gain net income,” as those terms are defined in section 4982(e)(1) and (2), respectively -- for all tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under sections 852 or 4982 for the current and any prior tax periods.
 
A-2
 
 

     1.5 At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Fund Shares it receives pursuant to paragraph 1.1(a) to its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Target Shares then held of record and in constructive exchange therefor, and will completely liquidate. That distribution shall be accomplished by the Trust’s transfer agent’s opening accounts on Acquiring Fund’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and crediting each Shareholder’s newly opened or existing account with the respective pro rata number of full and fractional Acquiring Fund Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class A Target Shares shall be credited with the respective pro rata number of full and fractional Class A Acquiring Fund Shares due that Shareholder, and the account for each Shareholder that holds Class B Target Shares shall be credited with the respective pro rata number of full and fractional Class B Acquiring Fund Shares due that Shareholder). The aggregate NAV of Acquiring Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder owned at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization.
 
     1.6 As soon as reasonably practicable after distribution of the Acquiring Fund Shares pursuant to paragraph 1.5, but in all events within six months after the Effective Time, Target shall be terminated as a series of the Trust and any further actions shall be taken in connection therewith as required by applicable law.
 
     1.7 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated.
 
2. VALUATION
 
     2.1 For purposes of paragraph 1.1(a), Target’s net value shall be (a) the value of the Assets computed immediately after the close of regular trading on the New York Stock Exchange (“NYSE”), and Target’s declaration of dividends and/or other distributions, if any, on the date of the Closing (“Valuation Time”), using the valuation procedures set forth in the Trust’s then-current prospectus and statement of additional information (“Pro/SAI”) and valuation procedures established by the Board, less (b) the amount of the Liabilities at the Valuation Time.
 
     2.2 For purposes of paragraph 1.1(a), the NAV per Acquiring Fund Share shall be computed at the Valuation Time, using the valuation procedures referred to in paragraph 2.1.
 
     2.3 All computations pursuant to paragraphs 2.1 and 2.2 shall be made by the Adviser, in its capacity as the Trust’s administrator, and shall be subject to confirmation by Tait, Weller & Baker LLP, the Trust’s independent registered public accounting firm (“Tait”).
 
A-3
 
 

3. CLOSING AND EFFECTIVE TIME
 
     3.1 Unless the Trust determines otherwise, the Reorganization, together with related acts necessary to consummate it (“Closing”), shall occur at the Trust’s offices on or about December 9, 2011, or as soon thereafter as practicable, and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof (“Effective Time”). If at or immediately before the Valuation Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted so that, in the Board’s judgment, accurate appraisal of the value of either Fund’s net assets and/or the NAV per share of either class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day after the day when that trading has been fully resumed and that reporting has been restored.
 
     3.2 The Trust shall direct the custodian of the Funds’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets it holds will be transferred to Acquiring Fund at the Effective Time, (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing.
 
     3.3 The Trust shall direct its transfer agent to deliver at the Closing (a) a Certificate (1) verifying that Target’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Shares the Shareholder owns at the Effective Time and (2) as to the opening of accounts in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) on Acquiring Fund’s shareholder records and (b) a confirmation, or other evidence satisfactory to the Trust, that the Acquiring Fund Shares to be credited to Target at the Effective Time have been credited to Target’s account on those records.
 
4. CONDITIONS PRECEDENT
 
     4.1 The Trust’s obligation to implement this Plan on Acquiring Fund’s behalf shall be subject to satisfaction of the following conditions at or before (and continuing through) the Effective Time:
 
     (a) At the Effective Time, the Trust, on Target’s behalf, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer, and deliver the Assets hereunder free of any liens or other encumbrances (except securities that are subject to “securities loans,” as referred to in section 851(b)(2), or are restricted to resale by their terms); and on delivery and payment for the Assets, the Trust, on Acquiring Fund’s behalf, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including restrictions that might arise under the Securities Act of 1933, as amended (“1933 Act”);
 
A-4
 
 

     (b) The Trust’s current Pro/SAI, insofar as they relate to Target, conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
 
     (c) Target is not in material violation of, and the Trust’s adoption and performance of this Plan and consummation of the Reorganization will not conflict with or materially violate, Delaware law or any provision of the Instrument or the Trust’s By-Laws (collectively, “Governing Documents”) or of any agreement, indenture, instrument, contract, lease, or other undertaking (each, an “Undertaking”) to which the Trust, with respect to Target or on its behalf, is a party or by which it is bound, nor will that adoption, performance, or consummation result in the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, decree, order, or award to which the Trust, with respect to Target or on its behalf, is a party or by which it is bound;
 
     (d) All material contracts and other commitments of or applicable to Target (other than this Plan and certain investment contracts, including options, futures, forward contracts, and swap agreements) will terminate, or provision for discharge of any liabilities of Target thereunder will be made, at or before the Effective Time, without either Fund’s incurring any liability or penalty with respect thereto and without diminishing or releasing any rights the Trust, on Target’s behalf, may have had with respect to actions taken or omitted or to be taken by any other party thereto before the Closing;
 
     (e) Other than as set forth in Exhibit 1 attached hereto, no litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Trust’s knowledge, threatened against the Trust, with respect to Target or any of its properties or assets attributable or allocable to Target, that, if adversely determined, would materially and adversely affect Target’s financial condition or the conduct of its business; and the Trust, on Target’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any judgment, decree, order, or award of any court, governmental body, or arbitrator that materially and adversely affects Target’s business or its ability to consummate the transactions contemplated hereby;
 
A-5
 
 

     (f) Target’s Statement of Assets and Liabilities, Portfolio of Investments, Statement of Operations, and Statement of Changes in Net Assets (each, a “Statement”) at and for the six-month period ended March 31, 2011 (in the case of the last Statement, for that period and the fiscal year ended September 30, 2010),1 have been audited by Tait and are in accordance with generally accepted accounting principles consistently applied in the United States (“GAAP”); and those Statements present fairly, in all material respects, Target’s financial condition at March 31, 2011, in accordance with GAAP and the results of its operations and changes in its net assets for the periods then ended, and there are no known contingent liabilities of Target required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP at such date that are not disclosed therein;
 
     (g) Since March 31, 2011, there has not been any material adverse change in Target’s financial condition, assets, liabilities, or business, other than changes occurring in the ordinary course of business, or any incurrence by Target of indebtedness maturing more than one year from the date that indebtedness was incurred; for purposes of this subparagraph, a decline in NAV per Target Share due to declines in market values of securities Target holds, the discharge of Target’s liabilities, or the redemption of Target Shares by its shareholders shall not constitute a material adverse change;
 
     (h) All issued and outstanding Target Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Trust and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; all issued and outstanding Target Shares will, at the Effective Time, be held by the persons and in the amounts set forth on Target’s shareholder records (as provided in the Certificate to be delivered pursuant to paragraph 3.3(a)(1)); and Target does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Target Shares, nor are there outstanding any securities convertible into any Target Shares;
 
     (i) All federal, state, and local tax returns, dividend reporting forms, and other tax-related reports (collectively, “Returns”) of Target required by law to have been filed by the Effective Time (including any properly and timely filed extensions of time to file) have been timely filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on those Returns have been paid or provision has been made for the payment thereof except for amounts that alone or in the aggregate would not reasonably be expected to have a material adverse effect; to the best of the Trust’s knowledge, no such Return is currently under audit and no assessment has been asserted with respect to those Returns; and Target is in compliance in all material respects with applicable Regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares and to withholding in respect thereof and is not liable for any material penalties that could be imposed thereunder;
 
____________________ 
 
1 If this Plan is adopted after the Statements for the current fiscal year are available, (1) substitute “at and for the two fiscal years ended September 30, 2011)” and (2) in the next clause and at the beginning of the next paragraph, replace “March 31, 2011,” with “September 30, 2011.”

A-6
 
 

     (j) Target is an “investment company” (as defined in section 368(a)(2)(F)(iii)) and a “fund” (as defined in section 851(g)(2)); for each taxable year of its operation (including the taxable year that will end at the Effective Time), Target has met (or for that year will meet) the requirements of Part I of Subchapter M of Chapter 1 of Subtitle A of the Code (“Subchapter M”) for qualification as a regulated investment company (“RIC”) and has been (or for that year will be) eligible to and has computed (or for that year will compute) its federal income tax under section 852; and Target has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it;
 
     (k) Target is in the same line of business that Acquiring Fund is in, for purposes of section 1.368-1(d)(2) of the Regulations, and did not enter into that line of business as part of the plan of reorganization; from the time the Board approved the transactions contemplated hereby (“Approval Time”) through the Effective Time, Target has invested and will invest its assets in a manner that ensures its compliance with the foregoing and paragraph 4.1(j); from the time it commenced operations through the Effective Time, Target has conducted and will conduct its “historic business” (within the meaning of that section) in a substantially unchanged manner; from the Approval Time through the Effective Time, Target (1) has not disposed of and/or acquired, and will not dispose of and/or acquire, any assets (i) for the purpose of satisfying Acquiring Fund’s investment objective or policies or (ii) for any other reason except in the ordinary course of its business as a RIC and (2) has not otherwise changed, and will not otherwise change, its historic investment policies; and the Trust believes, based on its review of each Fund’s investment portfolio, that most of Target’s assets are consistent with Acquiring Fund’s investment objective and policies and that, as a result, all or substantially all of Target’s assets can be transferred to and held by Acquiring Fund;
 
     (l) At the Effective Time, (1) at least 33⅓% of Target’s portfolio assets will meet Acquiring Fund’s investment objective, strategies, policies, risks, and restrictions (collectively, “Investment Criteria”), (2) Target will not have altered its portfolio in connection with the Reorganization to meet that 33⅓% threshold, and (3) Target will not have modified any of its Investment Criteria as part of the plan of reorganization;
 
     (m) Target incurred the Liabilities, which are associated with the Assets, in the ordinary course of its business;
 
     (n) Target is not under the jurisdiction of a court in a “title 11 or similar case” (as defined in section 368(a)(3)(A));
 
     (o) During the five-year period ending at the Effective Time, neither Target nor any person “related” (within the meaning of section 1.368-1(e)(4) of the Regulations (“Related”), without regard to section 1.368-1(e)(4)(i)(A) thereof) to it will have (1) acquired Target Shares with consideration other than Acquiring Fund Shares or Target Shares, except for shares redeemed in the ordinary course of Target’s business as a series of an open-end investment company pursuant to section 22(e) of the 1940 Act, or (2) made distributions with respect to Target Shares except for (i) normal, regular dividend distributions made pursuant to Target’s historic dividend-paying practice and (ii) other dividends and other distributions declared and paid to ensure Target’s continuing qualification as a RIC and to avoid the imposition of fund-level tax;
 
A-7
 
 

     (p) Target will distribute all the Acquiring Fund Shares it receives in the Reorganization to the Shareholders in complete liquidation in proportion to the number of Target Shares each Shareholder owns; and
 
     (q) Not more than 25% of the value of Target’s total assets (excluding cash, cash items, and U.S. government securities) is invested in the stock and securities of any one issuer, and not more than 50% of the value of those assets is invested in the stock and securities of five or fewer issuers.
 
     4.2 The Trust’s obligation to implement this Plan on Target’s behalf shall be subject to satisfaction of the following conditions at or before (and continuing through) the Effective Time:
 
     (a) No consideration other than Acquiring Fund Shares (and Acquiring Fund’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization;
 
     (b) The Trust’s current Pro/SAI, insofar as they relate to Acquiring Fund, conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
 
     (c) Acquiring Fund is not in material violation of, and the Trust’s adoption and performance of this Plan and consummation of the Reorganization will not conflict with or materially violate, Delaware law or any provision of the Governing Documents or of any Undertaking to which the Trust, with respect to Acquiring Fund or on its behalf, is a party or by which it is bound, nor will that adoption, performance, or consummation result in the acceleration of any obligation, or the imposition of any penalty, under any Undertaking, judgment, decree, order, or award to which the Trust, with respect to Acquiring Fund or on its behalf, is a party or by which it is bound;
 
     (d) No litigation, administrative proceeding, action, or investigation of or before any court, governmental body, or arbitrator is presently pending or, to the Trust’s knowledge, threatened against the Trust, with respect to Acquiring Fund or any of its properties or assets attributable or allocable to Acquiring Fund, that, if adversely determined, would materially and adversely affect Acquiring Fund’s financial condition or the conduct of its business; and the Trust, on Acquiring Fund’s behalf, knows of no facts that might form the basis for the institution of any such litigation, proceeding, action, or investigation and is not a party to or subject to the provisions of any judgment, decree, order, or award of any court, governmental body, or arbitrator that materially and adversely affects Acquiring Fund’s business or its ability to consummate the transactions contemplated hereby;
 
A-8
 
 

    (e) Acquiring Fund’s Statements at and for the six-month period ended March 31, 2011 (in the case of the Statement of Changes in Net Assets, for that period and the fiscal year ended September 30, 2010),2 have been audited by Tait and are in accordance with GAAP; and those Statements present fairly, in all material respects, Acquiring Fund’s financial condition at March 31, 2011, in accordance with GAAP and the results of its operations and changes in its net assets for the periods then ended, and there are no known contingent liabilities of Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP at such date that are not disclosed therein;
 
    (f) Since March 31, 2011, there has not been any material adverse change in Acquiring Fund’s financial condition, assets, liabilities, or business, other than changes occurring in the ordinary course of business, or any incurrence by Acquiring Fund of indebtedness maturing more than one year from the date that indebtedness was incurred; for purposes of this subparagraph, a decline in NAV per Acquiring Fund Share due to declines in market values of securities Acquiring Fund holds, the discharge of Acquiring Fund’s liabilities, or the redemption of Acquiring Fund Shares by its shareholders shall not constitute a material adverse change;
 
    (g) All issued and outstanding Acquiring Fund Shares are, and at the Effective Time will be, duly and validly issued and outstanding, fully paid, and non-assessable by the Trust and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws; and Acquiring Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Shares, nor are there outstanding any securities convertible into any Acquiring Fund Shares;
 
    (h) All Returns of Acquiring Fund required by law to have been filed by the Effective Time (including any properly and timely filed extensions of time to file) have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on those Returns have been paid or provision has been made for the payment thereof except for amounts that alone or in the aggregate would not reasonably be expected to have a material adverse effect; to the best of the Trust’s knowledge, no such Return is currently under audit and no assessment has been asserted with respect to those Returns; and Acquiring Fund is in compliance in all material respects with applicable Regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares and to withholding in respect thereof and is not liable for any material penalties that could be imposed thereunder;
 
    (i) Acquiring Fund is an “investment company” (as defined in section 368(a)(2)(F)(iii)) and a “fund” (as defined in section 851(g)(2)); for each taxable year of its operation (including the taxable year that includes the Effective Time), Acquiring Fund has met (or for that year will meet) the requirements of Subchapter M for qualification as a RIC and has been (or for that year will be) eligible to and has computed (or for that year will compute) its federal income tax under section 852; Acquiring Fund intends to continue after the Reorganization to meet all those requirements and to be eligible to and to so compute its federal income tax; and Acquiring Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M did not apply to it;
____________________
 
2 See footnote 1.
 
A-9
 
 

    (j) Acquiring Fund is in the same line of business that Target was in preceding the Reorganization, for purposes of section 1.368-1(d)(2) of the Regulations, and did not enter into that line of business as part of the plan of reorganization; following the Reorganization, Acquiring Fund will continue, and has no plan or intention to change, that line of business; and at the Effective Time, (1) at least 33⅓% of Target’s portfolio assets will meet Acquiring Fund’s Investment Criteria and (2) Acquiring Fund will have no plan or intention to change any of its Investment Criteria after the Reorganization;
 
    (k) Following the Reorganization, Acquiring Fund (1) will continue Target’s “historic business” (within the meaning of section 1.368-1(d)(2) of the Regulations) and (2) will use a significant portion of Target’s “historic business assets” (within the meaning of section 1.368-1(d)(3) of the Regulations) in a business; moreover, Acquiring Fund (3) has no plan or intention to sell or otherwise dispose of any of the Assets, except for dispositions made in the ordinary course of that business and dispositions necessary to maintain its status as a RIC, and (4) expects to retain substantially all the Assets in the same form as it receives them in the Reorganization, unless and until subsequent investment circumstances suggest the desirability of change or it becomes necessary to make dispositions thereof to maintain that status;
 
    (l) Acquiring Fund has no plan or intention to issue additional Acquiring Fund Shares following the Reorganization except for shares issued in the ordinary course of its business as a series of an open-end investment company; nor will Acquiring Fund or any person Related to it have any plan or intention at the Effective Time to acquire or redeem -- either directly or through any transaction, agreement, or arrangement with any other person -- any Acquiring Fund Shares issued in the Reorganization other than redemptions that Acquiring Fund will make as a series of an open-end investment company pursuant to section 22(e) of the 1940 Act;
 
    (m) Before or pursuant to the Reorganization, neither Acquiring Fund nor any person Related to it will have acquired Target Shares, directly or through any transaction, agreement, or arrangement with any other person, with consideration other than Acquiring Fund Shares;
 
    (n) There is no plan or intention for Acquiring Fund to be dissolved or merged into another statutory or business trust or a corporation or any “fund” thereof (as defined in section 851(g)(2)) following the Reorganization;
 
    (o) Acquiring Fund does not own, nor has it owned during the five years preceding the Effective Time, directly or indirectly, any Target Shares;
 
    (p) Assuming satisfaction of the condition in paragraph 4.1(q), immediately after the Reorganization (1) not more than 25% of the value of Acquiring Fund’s total assets (excluding cash, cash items, and U.S. government securities) will be invested in the stock and securities of any one issuer and (2) not more than 50% of the value of those assets will be invested in the stock and securities of five or fewer issuers;
 
A-10
 
 

    (q) The Acquiring Fund Shares to be issued and delivered to Target hereunder will have been duly authorized and duly registered under the federal securities laws (and appropriate notices respecting them will have been duly filed under applicable state securities laws) at the Effective Time and, when so issued and delivered, will be duly and validly issued and outstanding Acquiring Fund Shares, fully paid and non-assessable by the Trust; and
 
    (r) If the Reorganization is consummated, Acquiring Fund will treat each Shareholder that receives Acquiring Fund Shares in connection with the Reorganization as having made a minimum initial purchase of those shares for the purpose of making additional investments therein, regardless of the value of the shares so received.
 
     4.3 The Trust’s obligation to implement this Plan on each Fund’s behalf shall be subject to satisfaction of the following conditions at or before (and continuing through) the Effective Time:
 
    (a) No governmental consents, approvals, authorizations, or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended, or the 1940 Act or state securities laws for the Trust’s adoption and performance, on either Fund’s behalf, of this Plan, except for (1) the Trust’s filing with the Commission of a registration statement on Form N-14 relating to the Acquiring Fund Shares issuable hereunder, and any supplement or amendment thereto, including therein a prospectus and information statement (“Registration Statement”), and (2) consents, approvals, authorizations, and filings that have been made or received or may be required subsequent to the Effective Time;
 
    (b) The fair market value of the Acquiring Fund Shares each Shareholder receives will be equal to the fair market value of its Target Shares it actually or constructively surrenders in exchange therefor;
 
    (c) The Trust’s management (1) is unaware of any plan or intention of Shareholders to redeem, sell, or otherwise dispose of (i) any portion of their Target Shares before the Reorganization to any person Related to either Fund or (ii) any portion of the Acquiring Fund Shares they receive in the Reorganization to any person Related to Acquiring Fund, (2) does not anticipate dispositions of those Acquiring Fund Shares at the time of or soon after the Reorganization to exceed the usual rate and frequency of dispositions of shares of Target as a series of an open-end investment company, (3) expects that the percentage of shareholder interests, if any, that will be disposed of as a result, or at the time, of the Reorganization will be de minimis, and (4) does not anticipate that there will be extraordinary redemptions of Acquiring Fund Shares immediately following the Reorganization;
 
A-11
 
 

    (d) To the best of the Trust’s management’s knowledge, at what likely would have been the record date for Target’s shareholders entitled to vote on approval of this Plan had such a vote been required, there was no plan or intention by its shareholders to redeem, sell, exchange, or otherwise dispose of a number of Target Shares (or Acquiring Fund Shares to be received in the Reorganization), in connection with the Reorganization, that would reduce their ownership of the Target Shares (or the equivalent Acquiring Fund Shares) to a number of shares that was less than 50% of the number of the Target Shares at that date;
 
    (e) Target’s shareholders will pay their own expenses (such as fees of personal investment or tax advisers for advice concerning the Reorganization), if any, incurred in connection with the Reorganization;
 
    (f) The fair market value and “adjusted basis” (within the meaning of section 1011) of the Assets will equal or exceed the Liabilities to be assumed by Acquiring Fund and those to which the Assets are subject;
 
    (g) At the Effective Time, there will be no intercompany indebtedness existing between the Funds that was issued, acquired, or settled at a discount;
 
    (h) Pursuant to the Reorganization, Target will transfer to Acquiring Fund, and Acquiring Fund will acquire, at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, Target held immediately before the Reorganization; for the purposes of the foregoing, any amounts Target uses to pay its Reorganization expenses and to make redemptions and distributions immediately before the Reorganization (except (1) redemptions pursuant to section 22(e) of the 1940 Act and (2) dividends and other distributions declared and paid to ensure Target’s continuing qualification as a RIC and to avoid the imposition of fund-level tax) will be included as assets it held immediately before the Reorganization;
 
    (i) Immediately after the Reorganization, the Shareholders will not be in “control” (within the meaning of section 368(a)(2)(H)(i), i.e., as defined in section 304(c)(1)) of Acquiring Fund;
 
    (j) None of the compensation received by or to be paid to any Shareholder who or that is a trustee of the Trust or an employee of or service provider to Target will be separate consideration for, or allocable to, any of that Shareholder’s Target Shares; none of the Acquiring Fund Shares any such Shareholder receives in the Reorganization will be separate consideration for, or allocable to, any employment agreement, investment advisory agreement, or other service agreement; and the compensation paid to any such Shareholder will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm’s-length for similar services;
 
    (k) No expenses incurred by Target or on its behalf in connection with the Reorganization will be paid or assumed by Acquiring Fund, the Adviser, or any other third party unless those expenses are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) (“Reorganization Expenses”), and no cash or property other than Acquiring Fund Shares will be transferred to Target or any of its shareholders with the intention that that cash or property be used to pay any expenses (even Reorganization Expenses) thereof;
 
A-12
 
 

    (l) The Trust’s principal reasons for participating in the Reorganization are bona fide business purposes not related to taxes;
 
    (m) All necessary filings have been made with the Commission and state securities authorities, and no order or directive has been received that any other or further action is required to permit the Trust to carry out the transactions contemplated hereby; the Registration Statement has become effective under the 1933 Act, no stop orders suspending the effectiveness thereof have been issued, and, to the Trust’s best knowledge, no investigation or proceeding for that purpose has been instituted or pending, threatened, or contemplated under the 1933 Act or the 1940 Act; the Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act; and all consents, approvals, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) the Trust deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties;
 
    (n) At the Effective Time, no action, suit, or other proceeding will be pending before any court, governmental agency, or arbitrator in which it is sought to enjoin the enforcement of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby;
 
    (o) There will be no dissenters to the Reorganization under the applicable provisions of Delaware law, and Acquiring Fund will not pay cash in lieu of fractional Acquiring Fund Shares in connection with the Reorganization; and
 
    (p) The Trust has received an opinion of K&L Gates LLP (“Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In rendering the Tax Opinion, Counsel may assume satisfaction of all the conditions set forth in this paragraph 4, may treat them as representations and warranties the Trust made to Counsel that shall survive the Closing, and may rely as to factual matters, exclusively and without independent verification, on those representations and warranties and, if Counsel requests, on representations and warranties made in a separate letter addressed to Counsel (collectively, “Representations”). The Tax Opinion shall be substantially to the effect that, based on the facts and assumptions stated therein and conditioned on the Representations’ being true and complete at the Effective Time and consummation of the Reorganization in accordance with this Plan (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Counsel has not approved), for federal income tax purposes:
 
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    (1) Acquiring Fund’s acquisition of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities, followed by Target’s distribution of those shares pro rata to the Shareholders actually or constructively in exchange for their Target Shares and in complete liquidation of Target, will qualify as a “reorganization” (as defined in section 368(a)(1)(C)), and each Fund will be “a party to a reorganization” (within the meaning of section 368(b));
 
    (2) Target will recognize no gain or loss on the transfer of the Assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and Acquiring Fund’s assumption of the Liabilities or on the subsequent distribution of those shares to the Shareholders in exchange for their Target Shares;
 
    (3) Acquiring Fund will recognize no gain or loss on its receipt of the Assets in exchange solely for Acquiring Fund Shares and its assumption of the Liabilities;
 
    (4) Acquiring Fund’s basis in each Asset will be the same as Target’s basis therein immediately before the Reorganization, and Acquiring Fund’s holding period for each Asset will include Target’s holding period therefor (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an Asset’s holding period);
 
    (5) A Shareholder will recognize no gain or loss on the exchange of all its Target Shares solely for Acquiring Fund Shares pursuant to the Reorganization; and
 
    (6) A Shareholder’s aggregate basis in the Acquiring Fund Shares it receives in the Reorganization will be the same as the aggregate basis in its Target Shares it actually or constructively surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include, in each instance, its holding period for those Target Shares, provided the Shareholder holds them as capital assets at the Effective Time.
 
Notwithstanding subparagraphs (2) and (4), the Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.
 
5. EXPENSES
 
    All fees payable to governmental authorities for the registration or qualification of the Acquiring Fund Shares distributable hereunder and all transfer agency costs related to the registration of the Acquiring Fund Shares on the books of Acquiring Fund shall be paid by Acquiring Fund. Target shall bear all other Reorganization Expenses, including (1) costs associated with obtaining any necessary order of exemption from the 1940 Act, preparing the Registration Statement, and printing and distributing Target’s information statement and Acquiring Fund’s prospectus included therein, (2) legal, accounting, and securities registration fees and disbursements in connection with the Reorganization, and (3) brokerage and similar expenses associated with any restructuring of Target in connection with the Reorganization. Notwithstanding the foregoing, an expense shall be paid by the Fund directly incurring it if and to the extent that the payment thereof by another person would result in that Fund’s disqualification as a RIC or would prevent the Reorganization from qualifying as a tax-free reorganization.
 
A-14
 
 

6. TERMINATION
 
    The Board may terminate this Plan and abandon the transactions contemplated hereby at any time before the Effective Time, if circumstances develop that, in its opinion, make proceeding with the Reorganization inadvisable for either Fund.
 
7. AMENDMENTS
 
    The Board may amend, modify, or supplement this Plan at any time in any manner; provided that, after the distribution to Target’s shareholders of the prospectus and information statement contained in the Registration Statement, no such amendment, modification, or supplement shall have a material adverse effect on the Shareholders’ interests.
 
8. MISCELLANEOUS
 
    8.1 This Plan shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to principles of conflict of laws; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern.
 
    8.2 Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than the Trust (on the Funds’ behalf) and its successors and assigns any rights or remedies under or by reason of this Plan.
 
    8.3 Notice is hereby given that this instrument is adopted on behalf of the Trust’s trustees solely in their capacities as trustees, and not individually, and that the Trust’s obligations under this instrument are not binding on or enforceable against any of its trustees, officers, shareholders, or series other than the Funds but are only binding on and enforceable against the respective Funds’ property. The Trust, in asserting any rights or claims under this Plan on either Fund’s behalf, shall look only to the other Fund’s property in settlement of those rights or claims and not to the property of any other series or to those trustees, officers, or shareholders.
 
    8.4 Any term or provision of this Plan that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any term or provision hereof in any other jurisdiction.
 
Dated as of: _________ __, 2011
 
A-15
 
 

EXHIBIT 1
 
Target has received notice that it may be a putative member of the proposed defendant class of shareholders in a lawsuit filed in the United States Bankruptcy Court for the District of Delaware on November 1, 2010, by the Official Committee of Unsecured Creditors of the Tribune Company (the "Committee"). The Committee is seeking to recover some or all payments made to beneficial owners of common stock in connection with a leveraged buyout of the Tribune Company, including those made in connection with a 2007 tender offer into which Target tendered its shares of common stock of the Tribune Company. The amount sought from Target, excluding interest and court costs, is $790,772, representing 0.19% of its net assets as of March 31, 2011. In addition, Target has been named in one or more actions brought in New York State court and removed to the Federal District Court for the Southern District of New York. These actions similarly seek recovery of payments made in connection with the leveraged buyout. The extent of Target’s potential liability in any such action has not been determined. Target has been advised by counsel that Target could be held liable to return all or part of the proceeds received in any of these actions, even though Target had no knowledge of, or participation in, any misconduct. Target cannot predict the outcome of these proceedings, and thus has not accrued any of the amounts sought in these actions in its financial statements.
 
A-16
 
 

APPENDIX B
FINANCIAL HIGHLIGHTS
 
GROWTH & INCOME FUND
 
  Per Share Data
        Net Asset   Income from   Less Distributions
        Value,   Investment Operations   from          
        Beginning   Net Net Realized Total from   Net Net Realized Total
        of Period   Investment and Investment   Investment Gain Distributions
            Income Unrealized Operations   Income        
            (Loss) Gain (Loss)                
              on Investments                
  CLASS A                                
  2006     $13.67   $.05   $1.05   $1.10   $ .05   $ —   $ .05  
  2007     14.72   .08   2.37   2.45   .07   .24   .31  
  2008     16.86   .14   (3.66 ) (3.52 ) .11   .23   .34  
  2009     13.00   .09   (1.02 ) (.93 ) .14   .02   .16  
  2010     11.91   .09   .98   1.07   .07   —   .07  
  2011(a)     12.91   .12   2.34   2.46   .13   —   .13  
  CLASS B                                
  2006     $13.06   $(.12 ) $1.07   $ .95   $ —   $ —   $ —  
  2007     14.01   (.13 ) 2.35   2.22   —   .24   .24  
  2008     15.99   .03   (3.47 ) (3.44 ) .02   .23   .25  
  2009     12.30   .01   (.97 ) (.96 ) .10   .02   .12  
  2010     11.22   (.03 ) .95   .92   —   —   —  
  2011(a)     12.14   .07   2.21   2.28   .09   —   .09  

*               Calculated without sales charges.
†   Net of expenses waived or assumed by FIMCO.
(a)   For the period October 1, 2010 to March 31, 2011.
(b)   Annualized.
††   The ratios do not include a reduction of expenses from brokerage service arrangements.

B-1
 
 

      Total     Ratios/Supplemental Data                  
      Return                          
  Net     Total   Net   Ratio to Average         Ratio to Average Net   Portfolio
  Asset     Return*   Assets at   Net Assets†           Assets Before     Turnover
  Value,         End of   Net Net Net   Expenses Waived   Rate
  End         Year (in   Expenses Expenses Investment     or Assumed      
  of Period         millions)   After Before Income   Expenses Net    
              Fee Fee (Loss)   Investment      
              Credits Credits††       Income    
  CLASS A
$14.72   8.06 % $671   1.37 % 1.37 % .35 % N/A N/A 34 %
16.86   16.78   808   1.32   1.32   .54   N/A N/A 23  
13.00   (21.23 ) 623   1.35   1.35   .94   N/A N/A 24  
11.91   (6.93 ) 578   1.51   1.51   .90   N/A N/A 26  
12.91   9.01   626   1.39   1.39   .68   N/A N/A 25  
15.24   19.14   746   1.34 (b) 1.34 (b) 1.75 (b) N/A N/A 13  
  CLASS B
$14.01   7.28   $72   2.07   2.07   (.35 ) N/A N/A 34  
15.99   15.98   67   2.02   2.02   (.16 ) N/A N/A 23  
12.30   (21.82 ) 41   2.05   2.05   .24   N/A N/A 24  
11.22   (7.59 ) 30   2.21   2.21   .20   N/A N/A 26  
12.14   8.23   26   2.09   2.09   (.02 ) N/A N/A 25  
14.33   18.80   27   2.04 (b) 2.04 (b) 1.06 (b) N/A N/A 13  

B-2
 
 

FINANCIAL HIGHLIGHTS
 
BLUE CHIP FUND
 
  Per Share Data                          
      Net Asset   Income from   Less Distributions
      Value,   Investment Operations   from
      Beginning   Net Net Realized Total from   Net Net Realized   Total
      of Period     Investment and Investment   Investment      Gain      Distributions
        Income Unrealized Operations   Income        
          (Loss) Gain (Loss)                   
            on Investments                
  CLASS A                                          
  2006   $20.60   $.10   $1.82   $1.92   $.07   —   $.07  
  2007   22.45   .15   3.17   3.32   .13   —   .13  
  2008   25.64   .21   (5.18 ) (4.97 ) .19   —   .19  
  2009   20.48   .21   (1.95 ) (1.74 ) .20   —   .20  
  2010   18.54   .17   1.01   1.18   .20   —   .20  
  2011(a)   19.52   .10   2.62   2.72   .10   —   .10  
  CLASS B                              
  2006   $19.30   $(.08 ) $1.72   $1.64   $ —   —   $ —  
  2007   20.94   (.06 ) 3.00   2.94   —   —   —  
  2008   23.88   .03   (4.80 ) (4.77 ) .04   —   .04  
  2009   19.07   .09   (1.82 ) (1.73 ) .09   —   .09  
  2010   17.25   .02   .95   .97   .07   —   .07  
  2011(a)   18.15   .02   2.44   2.46   .03   —   .03  

*               Calculated without sales charges.
†   Net of expenses waived or assumed by FIMCO.
(a)   For the period October 1, 2010 to March 31, 2011.
(b)   Annualized.
††   The ratios do not include a reduction of expenses from brokerage service arrangements.

B-3
 
 

      Total       Ratios/Supplemental Data                          
      Return                                    
  Net     Total     Net     Ratio to Average     Ratio to Average Net     Portfolio
  Asset     Return*     Assets at     Net Assets†     Assets Before         Turnover  
  Value,           End of     Net     Net   Net     Expenses Waived     Rate
  End           Year (in     Expenses     Expenses   Investment     or Assumed        
  of Period           millions)     After     Before   Income     Expenses   Net  
                Fee     Fee   (Loss)       Investment  
                Credits     Credits††             Income (Loss)    
  CLASS A
$22.45     9.31 %     $438     1.46 %     1.46 %     .47 %     1.50%     .43 % 6%
25.64   14.81     526   1.39     1.39     .65     N/A   N/A   3
20.48   (19.43 )   396   1.40     1.41     .86     N/A   N/A   8
18.54   (8.36 )   357   1.57     1.57     1.27     N/A   N/A   11
19.52   6.36     367   1.46     1.46     .86     N/A   N/A   19
22.14   13.97     408   1.42 (b)   1.42 (b)   .90 (b)   N/A   N/A   5
  CLASS B
$20.94   8.50     $44   2.16     2.16     (.23 )   2.20   (.27 ) 6
23.88   14.04     46   2.09     2.09     (.05 )   N/A   N/A   3
19.07   (20.00 )   27   2.10     2.11     .16     N/A   N/A   8
17.25   (9.00 )   18   2.27     2.27     .57     N/A   N/A   11
18.15   5.63     14   2.16     2.16     .16     N/A   N/A   19
20.58   13.59     14   2.12 (b)   2.12 (b)   .20 (b)   N/A   N/A   5

B-4
 
 

APPENDIX C
PURCHASE, EXCHANGE, REDEMPTION PROCEDURES AND OTHER INFORMATION
 
These procedures are the same for Blue Chip Fund and Growth & Income Fund.
 
How and when does a Fund price its shares?
 
The share price (which is called "net asset value" or "NAV" per share) for each Fund is calculated as of the close of regular trading on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern Time) each day that the NYSE is open (“Business Day”). Shares of each Fund will not be priced on the days on which the NYSE is closed for trading, such as on most national holidays and Good Friday. In the event that the NYSE closes early, the share price will be determined as of the time of the closing. To calculate the NAV, each Fund first values its assets, subtracts its liabilities and then divides the balance, called net assets, by the number of shares outstanding. The prices or NAVs of Class A shares and Class B shares will generally differ because they have different expenses.
 
Each Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by a pricing service as of the close of trading on the NYSE (collectively, “current market values”). Debt obligations with maturities of 60 days or less are valued at amortized cost.
 
If current market values for investments are not readily available, are deemed to be unreliable, or do not appear to reflect significant events that have occurred prior to the close of trading on the NYSE, the investments may be valued at fair value prices as determined by the investment adviser of the Fund under procedures that have been approved by the Board of Trustees of the Funds. Each Fund may fair value a security due to, among other things, the fact that: (a) a pricing service does not offer a current market value for the security; (b) a current market value furnished by a pricing service is believed to be stale; (c) the security does not open for trading or stops trading and does not resume trading before the close of trading on the NYSE, pending some corporate announcement or development; or (d) the security is illiquid or trades infrequently and its market value is therefore slow to react to information. In such cases, a Fund’s investment adviser will price the security based upon its estimate of the security’s market value using some or all of the following factors: the information that is available as of the close of trading on the NYSE, including issuer-specific news; overall market movements; sector movements; or movements of similar securities.
 
Foreign securities are generally priced based upon their market values as of the close of foreign markets in which they principally trade (“closing foreign market prices”). Foreign securities may be priced based upon fair value estimates (rather than closing foreign market prices) provided by a pricing service when price movements in the U.S. subsequent to the closing of foreign markets have exceeded a pre-determined threshold or when foreign markets are closed regardless of movements in the U.S. markets. The pricing service, its methodology or threshold may change from time to time. As in the case of all securities owned by the Funds, foreign securities may also be valued at fair value prices as determined by the investment adviser of the Funds for the other reasons described above.
 
In the event that a security, domestic or foreign, is priced using fair value pricing, a Fund’s value for that security is likely to be different than the security’s last reported market sale price or quotation. Moreover, fair value pricing is based upon opinions or predictions on how events or information may affect market prices. Thus, different investment advisers may, in good faith and using reasonable procedures, conclude that the same security has a different fair value. Finally, the use of fair value pricing for one or more securities held by a Fund could cause the Fund’s net asset value to be materially different than if the Fund had employed market values in pricing its securities.
 
C-1
 
 

Because foreign markets may be open for trading on days that the U.S. markets are closed, the values of securities held by the Funds that trade in markets outside the United States may fluctuate on days that Funds are not open for business.
 
How do I open an account?
 
You can open an account through a representative of the Funds’ principal underwriter, First Investors Corporation, or any other financial intermediary that is authorized to sell the Funds (collectively, your “Representative”). It is generally our policy to only open accounts for U.S. citizens or resident aliens. Your Representative will help you complete the necessary paperwork. The minimum Fund account size is $1,000 for a non-retirement account and $500 for a Roth or Traditional IRA account. Each Fund offers lower initial minimum investment requirements for certain types of accounts and will waive the minimum account requirement if you use a systematic investment program. Each Fund offers a variety of different registration options, including individual, joint, and trust registrations. The various types of registrations and additional information about sales charge waivers and discounts (discussed below) are described in the Funds’ Statement of Additional Information. The Statement of Additional Information is available free of charge by calling 1 (800) 423-4026, by visiting our website at www.firstinvestors.com or by visiting the SEC’s website at www.sec.gov.
 
If you are a new customer, to comply with the USA PATRIOT Act, each Fund is required to obtain certain information about you before we can open your account (including your name, residential street address, date of birth, social security or taxpayer identification number (“TIN”), and citizenship status). In certain circumstances, a Fund may obtain and verify this information with respect to any person authorized to effect transactions in an account. We must also attempt to verify your identity using this information. If we are unable to verify your identity to our satisfaction within a maximum of 60 days of opening your account, we will restrict most types of investments in your account. We reserve the right to liquidate your account at the current net asset value within a maximum of 90 days of its opening if we have not been able to verify your identity. We are not responsible for any loss that may occur and we will not refund any sales charge or contingent deferred sales charge (“CDSC”) that you may incur as a result of our decision to liquidate an account.
 
What about accounts with multiple owners or representatives?
 
If you open an account that has more than one legal owner or legal representative, a Fund will accept oral or written instructions of any type without limitation from any one of the owners or representatives as long as the account has telephone privileges and a signature guarantee is not required to process the transaction. For example, if you open a joint account, any one of the joint tenants may, acting alone and without the consent of the other joint tenants, give a Fund instructions, by telephone or in writing, to (a) redeem shares to the address of record for the account, (b) redeem shares to a pre-designated bank account that may not be owned by you, (c) exchange shares, (d) exchange shares into a joint money market fund account that has check-writing privileges that can be used by any one owner, and (e) change the address of record on the account. Each Fund (and its affiliates) has no liability for honoring the instructions of any one joint owner; it has no responsibility for questioning the propriety of instructions of any one joint owner; and it has no obligation to notify joint tenants of transactions in their account other than by sending a single confirmation statement to the address of record or by electronic delivery (if elected). The principle of “notice to one is notice to all” applies. Thus, to the extent permitted by law, we are legally considered to have fulfilled all of our obligations to all joint tenants if we fulfill them with respect to one of the joint tenants. If you open or maintain a joint account, you consent to this policy.
 
C-2
 
 

Similarly, in the case of an account opened for a trust, a partnership, a corporation, or other entity, it is our policy to accept oral or written instructions from any of the persons designated as having authority over the account as long as the account has telephone privileges. Thus, any one of the designated persons is authorized to provide us with instructions of any type without limitation, including instructions to redeem or transfer funds to other persons. We have no responsibility for reviewing trusts, partnership agreements, articles of incorporation, by-laws or similar documents, whether provided to us or not, to determine if they contain any restrictions on the authority of any one authorized person to provide us with instructions or to control the account. We may send confirmations, statements and other required information to any one of the authorized persons at the address of record for the account or by electronic delivery (if elected). We have no obligation to question the purpose or propriety of any instruction of any authorized person or to let other authorized persons know about any transactions or changes that have been made to the account. If you open or maintain an account for an entity, you consent to this policy.
 
If you do not want any one registered owner or representative on your account to have such flexibility and authority, you must instruct a Fund that you do not authorize them to accept instructions from less than all owners or representatives. You should be aware that this could cause you to incur delays, potential market losses, and additional expenses. You should also be aware that written instructions signed by all owners or representatives may be required to establish certain privileges and for any transaction that requires a signature guarantee under each Fund’s policies. Each Fund reserves the right to change its policies concerning accounts with multiple owners or representatives without prior notice.
 
How do I make subsequent transactions?
 
Shareholders may make additional purchases into accounts that have a broker-dealer of record. Shareholders may request redemptions and exchanges into other First Investors funds on any Business Day. The following describes how you can make such subsequent transactions if your account is registered in your name with our transfer agent and your financial intermediary does not control your account. If your shares are held in an omnibus account or your account is controlled by your financial intermediary, you must contact your Representative or financial intermediary for information concerning how to effect transactions since we can only accept instructions from your financial intermediary.
 
1. Contact your Representative.
 
After you have opened your account, you can buy additional shares of your Fund or other First Investors funds in our fund family, redeem shares, or exchange shares into our other First Investors funds by contacting your Representative. He or she will handle your transaction for you and tell you what paperwork, if any, is required. Written signature guaranteed instructions and other paperwork may be required for certain types of transactions. See our Signature Guarantee Policies and other requirements below.
 
2. Contact the Funds directly through their transfer agent.
 
You can also buy (provided your account has a broker-dealer of record), sell, or exchange shares of each Fund by contacting each Fund directly through its transfer agent, Administrative Data Management Corp. (“ADM”), Raritan Plaza I, Edison, NJ 08837-3620 or by telephone at 1 (800) 423-4026. You can generally request redemptions or exchanges either by telephone, if you have telephone privileges, or in writing. Certain redemptions may not be transacted by telephone because they require a signature guarantee under our Signature Guarantee Policies, require account specific paperwork, or are not eligible for telephone redemption. Each Fund does not generally accept transaction instructions via e-mail, fax, or other electronic means.
 
C-3
 
 

To confirm that telephone instructions are genuine, the Funds’ transfer agent records each telephone call, asks the caller for information to verify his or her identity and authority over the account (such as the account registration, account number, address of record, and last four digits of the owner’s social security number or the owner’s personal identification number), and sends a confirmation of each transaction to the address of record or by electronic delivery (if elected). The Funds and their transfer agent are not liable for acting on telephone instructions as long as they reasonably believe such instructions to be genuine and the procedures that they use to verify the caller’s identity and authority are reasonable.
 
Telephone privileges are automatically granted to all new customers. It is your responsibility to decline telephone privileges if you do not want them. You may decline telephone privileges by notifying the Fund’s transfer agent that you do not want them. This will not affect your ability to place telephone orders through your Representative. However, declining telephone privileges will prevent you from effecting transactions directly through a Fund by telephone. This may cause you to incur delays, potential market losses, and costs. Additional information about telephone privileges is included in the Funds’ Statement of Additional Information.
 
3. Signature Guarantee Policies and Other Requirements.
 
Each Fund requires written instructions signed by all owners with a signature guarantee from a financial institution that is a member of the Securities Transfer Agents Medallion Program for: all redemption requests over $100,000, except for redemptions made via draft check; redemption checks made payable to any person(s) other than the registered shareholder(s); redemption checks mailed to an address other than the address of record; and for redemptions to the address of record when the address of record has changed within thirty (30) days of the request (unless the written address change request was signed by all owners and signature guaranteed). Each Fund may also require signature guarantees to establish or amend certain account privileges or services and in certain other situations. These are described in the Funds’ Statement of Additional Information.
 
For trusts, estates, attorneys-in-fact, corporations, partnerships, and other entities, additional documents are required to confirm legal authority over the account, unless they are already on file. For example, the Funds require a Certificate of Authority to be on file before they will honor a request for a redemption for an account established for a partnership, corporation, or trust. Similarly, the Funds require official records, such as death certificates and letters testamentary or court orders, before honoring redemptions of accounts registered to decedents or wards under guardianships or conservatorships. If we are being asked to redeem a retirement account and transfer the proceeds to another financial institution, we may also require a Letter of Acceptance from the successor custodian and for a 403(b) or 457 account, the signature of your employer or third-party administrator. The Funds’ transfer agent may, in its discretion, waive certain requirements for redemptions.
 
Exchanges may only be made into the same class of shares of another First Investors fund owned by the same customer that is available for sale to the customer. There is no sales charge on an exchange. However, since an exchange of Fund shares is a redemption and a purchase, it may create a gain or loss which is reportable for tax purposes. Additional information regarding how to purchase, redeem and exchange shares of each Fund is included in the Funds’ Statement of Additional Information. Each Fund reserves the right to change its Signature Guarantee Policies and other policies without prior notice.
 
How are transactions processed?
 
If a purchase, redemption or exchange order is received in good order by a Fund’s transfer agent at its offices in Edison, NJ by the close of regular trading on the NYSE, it will be priced at that day's NAV plus any applicable sales charge for a purchase (“offering price”) or minus any applicable CDSCs for a redemption. If you place your order with your Representative by the close of regular trading on the NYSE, your transaction will also be priced at that day's offering price provided that your order is received by our transfer agent in its Edison, NJ offices by our processing deadline. Orders placed after the close of regular trading on the NYSE, or received in our Edison, NJ offices after our processing deadline, will be priced at the next Business Day's offering price.
 
C-4
 
 

Each Fund reserves the right to refuse any order to buy shares, without prior notice, if the Fund determines that doing so would be in the best interests of the Fund and its shareholders. The Funds are not responsible for losses stemming from delays in executing transactions that are caused by instructions not being in good order.
 
Payment of redemption proceeds generally will be made within 7 days. If you are redeeming shares which you recently purchased by check or electronic funds transfer, payment may be delayed to verify that your check or electronic funds transfer has cleared (which may take up to 15 days from the date of purchase).
 
The Funds may not suspend or reject a redemption request that is in good order or delay payment for a redemption for more than seven days, except during unusual market conditions affecting the NYSE, in the case of an emergency which makes it impracticable for a Fund to dispose of or value securities it owns or as permitted by the SEC.
 
Each Fund reserves the right to make in-kind redemptions. This means that it could respond to a redemption request by distributing shares of the Fund's underlying investments rather than distributing cash. To the extent a Fund redeems its shares in-kind, the redeeming shareholder assumes any risk of the market price of such securities fluctuating. In addition, the shareholder will bear any brokerage and related costs incurred in disposing of or selling the portfolio securities received from the Fund. For additional information about in-kind redemptions, please refer to the Funds’ Statement of Additional Information.
 
What are the sales charges?
 
Each Fund has two classes of shares, Class A and Class B. While each class invests in the same portfolio of securities, the classes have separate sales charge and expense structures. Because of the different expense structures, each class of shares generally will have different NAVs and dividends.
 
The Class A shares of each Fund are sold at the public offering price, which includes a front-end sales charge. The sales charge declines with the size of your purchase, as illustrated in the Class A shares chart below. Class A shares sold without a sales charge may in some circumstances be subject to a contingent deferred sales charge (“CDSC”), as described below
 
Class A Shares
Your investment Sales Charge Sales Charge
  as a as a
  percentage percentage of
  of offering net
  price* amount
    invested*
Less than $100,000 5.75% 6.10%
$100,000-$249,999 4.50 4.71
$250,000-$499,999 3.50 3.63
$500,000-$999,999 2.50 2.56
$1,000,000 or more 0** 0**
 
*Due to rounding of numbers in calculating a sales charge, you may pay more or less than what is shown above.
 
**If you invest $1,000,000 or more, you will not pay a front-end sales charge. However, if you make such an investment and then sell your shares within 24 months of purchase, you will pay a CDSC of 1.00% except in certain circumstances. As described further in the Fund’s prospectus, any applicable CDSCs may be waived under certain circumstances.
 
C-5
 
 

By contrast, Class B shares of each Fund are sold at net asset value without any initial sales charge. However, you generally pay a CDSC when you sell your shares. The CDSC declines the longer you hold your shares, as illustrated in the Class B shares chart below. Class B shares convert to Class A shares after eight years.
 
Class B Shares*
  CDSC as a percentage of
  Purchase Price
Year of Redemption or NAV at Redemption
Within the 1st or 2nd 4%
year  
Within the 3rd or 4th 3
year  
In the 5th year 2
In the 6th year 1
Within the 7th year and 0
8th year  

*There is no CDSC on Class B shares that are acquired through reinvestment of dividends or distributions. The CDSC is imposed on the lower of the original purchase price or the net asset value of the shares being sold. For purposes of determining the CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month at the average cost of all purchases made during that month. To keep your CDSC as low as possible, each time you place a request to sell shares, we will first sell any shares in your account that carry no CDSC. If there is an insufficient number of these shares to meet your request in full, we will then sell those shares that have the lowest CDSC. As described further in each Fund’s prospectus, any applicable CDSCs may also be waived under certain circumstances.
 
The principal advantages of Class A shares are the lower annual operating expenses, the availability of quantity discounts on sales charges for volume purchases and certain account privileges that are available only on Class A shares. The principal advantage of Class B shares is that all of your money is invested from the outset and that the CDSC may be waived under certain circumstances.
 
Because of the annual operating expenses and available volume discounts on Class A shares, we recommend Class A shares (rather than Class B shares) for purchases of $100,000 or more in the aggregate (based upon your holdings in all of our First Investors funds). The Funds will not accept a purchase order for Class B shares of $100,000 or more for a single Fund account unless they are contacted before the order is placed and agree to accept it. If you fail to tell the Funds what class of shares you want, they will purchase Class A shares for you.
 
C-6
 
 
 
As a matter of policy, FIC does not permit its representatives to recommend Class B shares of any funds, including the First Investors funds. If your account is held by a broker-dealer other than FIC, your broker-dealer may also have policies with respect to Class B shares that are more restrictive than those of our Funds. For more information concerning FIC’s policies with respect to Class B Shares, please refer to the Funds’ Statement of Additional Information under the section “Potential Conflicts Of Interests In Distribution Arrangements” or visit First Investors website at: www.firstinvestors.com. You should also be aware that we are not able to monitor purchases that are made through an omnibus account with another broker-dealer. In such case, it is the responsibility of the broker-dealer to observe our $100,000 limit. Your broker-dealer is also responsible for ensuring that you receive any applicable sales charge waivers or discounts that are described in this prospectus.
 
Each Fund has adopted plans pursuant to Rule 12b-1 for its Class A and Class B shares. Each plan allows a Fund to pay fees for the distribution related activities and the ongoing maintenance and servicing of shareholder accounts. The plans provide for payments at annual rates (based on average daily net assets) of up to 0.30% on Class A shares and 1.00% on Class B shares. No more than 0.25% of a Fund’s average daily net assets may be paid under the plans as service fees and no more than 0.75% of a Fund’s average daily net assets may be paid under the Class B plans as asset-based sales charges. Because these fees are paid out of a Fund's assets on an ongoing basis, the higher fees for Class B shares will increase the cost of your investment. Rule 12b-1 fees may cost you more over time than paying other types of sales charges.
 
Are sales charge discounts and waivers available?
 
A. Rights of Accumulation and Letters of Intention.
 
You may qualify for Class A share sales charge discount under our Rights of Accumulation (“ROA”) policy. If you already own shares of First Investors Funds, you are entitled to add the current values of those shares (measured by the current offering price) to your purchase in computing your sales charge. Thus, for example, if you already own shares of First Investors Funds on which you have paid sales charges and those shares are worth $100,000 based on the current offering price, your current purchase of $10,000 is entitled to the $100,000 sales charge discount. Class A shares of our Cash Management Fund are not counted for ROA purposes if they were purchased directly without a sales charge.
 
In computing your sales charge discount level, you are also entitled to credit for the current values of First Investors Fund shares held in the accounts of other shareholders whose accounts are registered under your address of record (i.e., your mailing address on your account) and are serviced by your broker-dealer firm (“Eligible Accounts”). For example, you are entitled to combine the current values of all First Investors Fund shares (measured by the current offering price) owned by you, your spouse, your children, and any other individuals as long as you all share the same address of record and are serviced by the same broker-dealer firm.
 
You can also qualify for a sales charge discount by signing a non-binding letter of intent (“LOI”) to purchase a specific dollar amount of shares within 13 months. For example, your current purchase of $10,000 will be processed at the $100,000 sales charge discount level if you sign an LOI for $100,000.
 
You can include in your LOI, accounts owned jointly by you and your spouse, accounts owned individually by either you or your spouse and accounts that you or your spouse control as custodian or as a responsible individual for your children and trust accounts for which only you and/or your spouse serve as trustee, as long as all accounts share the same address of record and are serviced by the same broker-dealer. For purposes of our LOI policies, spouse is broadly defined to include common law and life partners. Furthermore, an LOI covers both existing accounts and those that are subsequently opened by a designated person during the LOI period. You must use our LOI Agreement Form to designate any additional person(s) you wish to cover and the amount of your LOI. Once an LOI is established, it cannot be amended to add persons who were not specified initially nor can an LOI be “back dated” to cover prior purchases.
 
C-7
 
 

To ensure that you receive the proper sales charge discount, you must advise your broker-dealer of all Eligible Accounts that can be aggregated with your own accounts for ROA purposes as well as your desire to enter into an LOI (if applicable). In addition, a Fund or your broker-dealer may also ask you to provide account records, statements or other information related to all Eligible Accounts. You should be aware that we are not able to monitor purchases that are made through an omnibus account with another broker-dealer. Your broker-dealer is responsible for processing your order at the correct discount level and for offering you the opportunity to enter into an LOI.
 
You are not legally required to complete the LOI. However, if you fail to do so, your share balance will be reduced to reflect the appropriate sales charge without the LOI. Once an LOI is established, a change of legal ownership of the account to someone else in the LOI group or a change of address will not affect the LOI. However, a change of broker-dealer or a full or partial transfer of ownership of a covered account to someone outside the LOI group will terminate the LOI. If two or more customers are covered by an LOI and one customer changes the broker-dealer on his or her account or transfers a covered account to someone outside of the LOI group before the LOI is complete, the LOI will be terminated on all customers’ accounts and the sales charges on all purchases made under the LOI will be adjusted.
 
By purchasing under an LOI, you agree to the following:
  • You authorize First Investors to reserve 5% of the shares held under an LOI in escrowed shares until the LOI is completed or is terminated;
     
  • You authorize First Investors to sell any or all of the escrowed shares to satisfy any additional sales charges owed if the LOI is not fulfilled or is terminated; and
     
  • Although you may exchange all your shares among the First Investors Funds, you may not sell the reserve shares held in escrow until you fulfill the LOI or pay the higher sales charge.
Purchases made without a sales charge in Class A shares of the Cash Management Fund or pursuant to any of the sales charge waiver provisions set forth below do not count toward the completion of an LOI. For example, if you make a redemption before your LOI is completed and reinvest that amount without paying a sales charge pursuant to our ninety (90) day reinstatement privilege, the amount reinvested will not count towards completion of your LOI. Similarly, any shares that you purchase without paying a sales charge under our free exchange privilege will not count towards completion of your LOI.
 
Additional information about our ROA and LOI policies is included in the Funds’ Statement of Additional Information.
 
B. Sales Charge Waivers and Discounts.
 
Class A Shares May be Purchased Without a Sales Charge:
 
1. By a current registered representative, employee, officer, director, or trustee of the First Investors Funds, First Investors Corp. (“FIC”), or their affiliates (“Associate”), the spouse, life partner, children and grandchildren of such Associate provided that they reside at the same address and they maintain their FIC customer account (“Eligible Relatives”), and any other person who maintains an account that has been coded as an associate account since January 30, 2004. The accounts of such persons are referred to as “Associate Accounts.”
 
C-8
 
 

2. By a former Associate or former or current Eligible Relative thereof provided that such person (a) already owns an Associate Account, or (b) is rolling over the proceeds from a First Investors 401(k) or First Investors Profit Sharing Plan account into a Fund account.
 
3. By an employee of a subadviser of a Fund who is identified in the prospectus as a portfolio manager of the Fund.
 
4. When Class A share dividends and distributions are automatically reinvested in Class A shares of the same or a different First Investors Fund account within the same customer account.
 
5. When Class A shares are free-exchanged into Class A shares of a different First Investors Fund account within the same customer account.
 
6. When Class A share systematic withdrawal plan payments from one First Investors Fund account, other than the Cash Management Fund, are automatically invested into shares of another First Investors Fund account in the same class of shares for the same customer account. Class A shares of the Cash Management Fund account may be automatically invested into shares of another First Investors Fund account in the same class of shares for the same customer account at NAV if the customer is eligible for the free exchange privilege.
 
7. When loans are repaid, unless the loan was made by redeeming Cash Management Fund shares that were directly purchased.
 
8. When a qualified group retirement plan (e.g., 401(k), money purchase pension, or profit sharing plan) is reinvesting redemption proceeds back into the same plan from another First Investors Fund on which a sales charge or CDSC was paid.*
 
9. By a qualified group retirement plan with 100 or more eligible employees at the time the account is opened.*
 
10. By a qualified group retirement plan with $1,000,000 or more in assets in the First Investors Funds.*
 
11. In amounts of $1 million or more.*
 
12. By individuals under a LOI or ROA of $1 million or more.*
 
13. When a customer who is at least age 70½ authorizes a distribution from a retirement account and at the same time directs the proceeds to be invested into an account the customer owns individually or jointly provided both accounts have the same broker-dealer and address of record. This waiver applies to Class A money market shares only to the extent that a sales charge had been paid.
 
14. When a customer requests the removal of an overcontribution made to a retirement account and directs the proceeds to be invested into an account the customer owns individually or jointly provided both accounts have the same broker-dealer and address of record.
 
C-9
 
 

15. When you are reinvesting into a First Investors Fund, within the same customer account, proceeds of a redemption made within the prior ninety (90) days, from Class A shares of a First Investors Fund, on which you paid a front end sales charge. This will reduce your reinstatement privilege to the extent that it results in a waiver of sales charge. You must notify us in writing that you are eligible for the reinstatement privilege. Furthermore, if you are opening or reactivating an account, your investment must meet the Fund’s minimum investment policy.
 
* For items 8 through 12 above, a CDSC will be deducted from shares that are redeemed within 24 months of purchase, unless such shares are exchanged into another First Investors Fund. If shares are exchanged into another First Investors Fund, the CDSC and the holding period used to calculate it will carry over to the new First Investors Fund with one exception. If the exchange is into Class A shares of the Cash Management Fund, the holding period used to calculate the CDSC will be tolled on such shares as long as they remain in the Cash Management Fund, the holding period will resume if the shares are exchanged back into a load Fund, and the CDSC will be imposed if the shares are redeemed from the Cash Management Fund. In order to ensure that the holding period and CDSC are properly computed on shares that are exchanged into the Cash Management Fund, we will create a separate account to hold such shares. This account will not be entitled to draft check or expedited redemption privileges.
 
In addition, a group retirement plan with 99 or fewer eligible employees at the time the account is opened and less than $1,000,000 in assets in the First Investors Funds may purchase Class A shares at a sales charge of 3% (as expressed as a percentage of the offering price).
 
Sales charge waivers and discounts are also available for participants in certain other retirement programs and other categories of investors.
 
Any applicable CDSC on Class A and Class B shares is waived for (or does not apply to):
 
1. Appreciation on redeemed shares above their original purchase price and shares acquired through dividend or capital gains distributions.
 
2. Redemptions of shares following the death or disability (as defined in Section 72(m)(7) of the Code) of an account owner (or in the case of joint accounts, the death of the last surviving joint owner), provided that in the case of disability the shares must have been purchased prior to the disability and the redemptions must be made within one (1) year of the disability. Proof of death or disability is required.
 
3. Distributions from employee benefit plans due to plan termination.
 
4. Redemptions to remove an excess contribution from an IRA or qualified retirement plan.
 
5. Annual redemptions of up to 8% of your account’s value redeemed by a Systematic Withdrawal Plan. Free shares not subject to a CDSC will be redeemed first and will count towards the 8% limit.
 
6. Redemptions by a Fund when the account falls below the minimum account balance.
 
7. Redemptions to pay account fees.
 
8. Required minimum distributions upon reaching age 70½ provided you notify us about the required minimum distribution and you have held the shares for at least three (3) years. Free shares not subject to a CDSC will be redeemed first.
 
C-10
 
 

9. When a customer who is at least age 70½ authorizes a distribution from a retirement account and at the same time directs the proceeds to be invested into an account the customer owns individually or jointly provided both accounts have the same broker-dealer and address of record.*
 
10. When a customer requests the removal of an over contribution made to a retirement account and directs the proceeds to be invested into an account the customer owns individually or jointly provided both accounts have the same broker-dealer and address of record.*
 
11. If you reinvest into the same class of a load First Investors Fund within the same customer account with proceeds from a redemption within the prior ninety (90) days of Class A or B shares on which you paid a CDSC and you notify us in writing of your desire to reinvest the amount, you will be credited, in additional shares, for any CDSC that you paid. If you are reinvesting only a portion of your redemption, you only will be credited with a pro-rated percentage of any CDSC that you paid. If you are opening or reactivating an account, your investment must meet a Fund’s minimum investment policy.
 
*For items 9 and 10, the CDSC will carry over to the new account. The holding period used to calculate the CDSC will also carry over to the new account.
 
The foregoing front end sales charge and CDSC waiver privileges on Class A and Class B shares do not apply to:
  • Reinvestments of systematic withdrawal amounts;
     
  • Automated payments such as Money Line and API;
     
  • Salary reduction/Employer contributions sent directly to First Investors for investment into Traditional or Roth 403(b)(7), 457, SEP-IRA, SIMPLE IRA or SARSEP-IRA accounts;
     
  • Investments made through your representative or broker-dealer over the phone if the amount of the investment that is eligible for the free exchange is less than $100; or
     
  • Accounts that are redeemed after ninety (90) days due to a client not verifying his or her identity to our satisfaction.
For additional information about sales charge waivers and discounts, please refer to the Funds’ Statement of Additional Information.
 
What are the Funds’ policies on frequent trading in the shares of the Funds?
 
Each Fund is designed for long-term investment purposes and it is not intended to provide a vehicle for frequent trading. The Board of Trustees of the Funds has adopted policies and procedures to detect and prevent frequent trading in the shares of each of the Funds. These policies and procedures apply uniformly to all accounts. However, the ability of the Funds to detect and prevent frequent trading in certain accounts, such as omnibus accounts, is limited.
 
It is the policy of each Fund to decline to accept any new account that the Fund has reason to believe will be used for market timing purposes, based upon the amount invested, the Fund or Funds involved, and the background of the shareholder or broker-dealer involved. Alternatively, a Fund may allow such an account to be opened if it is provided with written assurances that the account will not be used for market timing.
 
C-11
 
 

It is the policy of each Fund to monitor activity in existing accounts to detect market-timing activity. The criteria used for monitoring differ depending upon the type of account involved. It is the policy of each Fund to reject, without any prior notice, any purchase or exchange transaction if the Fund believes that the transaction is part of a market timing strategy. Each Fund also reserves the right to reject exchanges that in the Fund’s view are excessive, even if the activity does not constitute market timing.
 
If a Fund rejects an exchange because it is believed to be part of a market timing strategy or otherwise, neither the redemption nor the purchase side of the exchange will be processed. Alternatively, a Fund may restrict exchange activity that is believed to be part of a market timing strategy or refuse to accept exchange requests via telephone, or any other electronic means.
 
To the extent that the policies of the Funds are not successful in detecting and preventing frequent trading in the shares of the Funds, frequent trading may: (a) interfere with the efficient management of the Funds by, among other things, causing the Funds to hold extra cash or to sell securities to meet redemptions; (b) increase portfolio turnover, brokerage expenses, and administrative costs; and (c) harm the performance of the Funds, particularly for long-term shareholders who do not engage in frequent trading.
 
The risk of frequent trading includes the risk that investors may attempt to take advantage of the fact that high yield bonds generally trade infrequently and therefore their prices are slow to react to information. To the extent that these policies are not successful in preventing a shareholder from engaging in market timing, it may cause dilution in the value of the shares held by other shareholders.
 
The risk of frequent trading includes the risk that investors may attempt to take advantage of the fact that stocks of small-size and/or mid-size companies may trade infrequently and thus their prices may be slow to react to information. To the extent that these policies are not successful in preventing a shareholder from engaging in market timing, it may cause dilution in the value of the shares held by other shareholders.
 
The risks of frequent trading include the risk of time zone arbitrage. Time zone arbitrage occurs when shareholders attempt to take advantage of the fact that the valuation of foreign securities held by a Fund may not reflect information or events that have occurred after the close of the foreign markets on which such securities principally trade but before the close of the NYSE. To the extent that these policies are not successful in preventing a shareholder from engaging in time zone arbitrage, it may cause dilution in the value of the shares held by other shareholders.
 
What about dividends and capital gain distributions?
 
To the extent that they have net investment income, each Fund will declare and pay a dividend from such net investment income on a quarterly basis.
 
Each Fund will distribute any net realized capital gains on an annual basis, usually after the end of each Fund’s fiscal year. Each Fund may also make an additional distribution in any year, if necessary, to avoid a Federal excise tax on certain undistributed net income and capital gains.
 
Dividends and other distributions declared on both classes of each Fund's shares are calculated at the same time and in the same manner. Dividends on Class B shares of each Fund are expected to be lower than those for its Class A shares because of the higher distribution fees borne by the Class B shares. Dividends on each class also might be affected differently by the allocation of other class-specific expenses.
 
C-12
 
 

You may choose to reinvest all dividends and other distributions at NAV in additional shares of the same class of the distributing Fund or certain other First Investors Funds or receive all dividends and other distributions in cash. If you do not select an option when you open your account, all dividends and other distributions will be reinvested in additional shares of the distributing Fund. If you do not cash a dividend or distribution check, you will not receive interest on the amount of the check while it remains outstanding. If a Fund is unable to obtain a current address for you, it will reinvest your future dividends and other distributions in additional Fund shares in accordance with our “Returned Mail” policy, as described in the Funds’ Statement of Additional Information. No interest will be paid to you while a distribution remains uninvested.
 
A dividend or other distributions declared on a class of shares will be paid in additional shares of the distributing class if it is under $10 or if a Fund has received notice that all account owners are deceased (until written alternate payment instructions and other necessary documents are provided by your legal representative).
 
What if my account falls below the minimum account requirement?
 
If your account falls below the minimum account balance for any reason other than market fluctuation, each Fund reserves the right to redeem your account without your consent or to impose an annual low balance account fee of $25. Each Fund may also redeem your account or impose a low balance account fee if you have established your account under a systematic investment program and discontinue the program before you meet the minimum account balance. Each Fund will give you sixty (60) days notice before taking such action. You may avoid redemption or imposition of a fee by purchasing additional Fund shares during this sixty (60) day period to bring your account balance to the required minimum. If you own Class B shares, you will not be charged a CDSC on a low balance redemption.
 
Householding policy
 
It is the policy of each Fund to mail only one copy of a Fund’s prospectus, annual report, semi-annual report and proxy statements to all shareholders who reside at the same address and share the same last name and have invested in a Fund covered by the same document. You are deemed to consent to this policy unless you specifically revoke this policy and request that separate copies of such documents be mailed to you. In such case, you will receive your own copies. It is the policy of the Funds to mail confirmations and account statements separately to each customer who resides at the same address. The Funds will, however, mail quarterly statements for different customers who reside at the same address in one envelope if each customer consents to this procedure. We are not responsible for any losses that result from your use of this procedure. You may request that separate copies of these disclosure documents be mailed to you by writing to us at: Administrative Data Management Corp., Raritan Plaza I, Edison, NJ 08837-3620 or calling us at: 1 (800) 423-4026.
 
Other account privileges and policies
 
The First Investors Funds offer a full range of special privileges, including systematic investments, automatic payroll investments, systematic redemptions, electronic fund transfers, expedited redemptions, draft check writing, a variety of retirement account options, and transfer on death (“TOD”) registration. These privileges are described in the Funds’ Statement of Additional Information. There is an annual custodial fee of $15 for each First Investors Fund IRA, SIMPLE-IRA, SEP-IRA, SARSEP-IRA, MPP/PSP, 403(b), 457(b) and ESA custodial account that you maintain, irrespective of the number of First Investors Funds that are held in the account. The Funds currently pay this fee. To the extent the Funds pay these fees, the fees are reflected in the overall expenses of the Funds. Therefore, all shareholders of the Funds indirectly bear such fees. If the custodial account holds more than one First Investors Fund, the fee is allocated equally among each of those First Investors Funds. The Funds reserve the right to discontinue paying this fee at any time on forty-five (45) days written notice to account holders. In such event, the fee will be charged to account holders. The custodian also reserves the right to increase or modify the fee on prior written notice. TOD accounts are administered in accordance with First Investors TOD Guidelines. These guidelines are set forth in the Funds’ Statement of Additional Information, which is available for free upon request by calling 1 (800) 423-4026 and by visiting our website at www.firstinvestors.com.
 
C-13
 
 

STATEMENT OF ADDITIONAL INFORMATION
 
______ __, 2011
 
______________________________________

First Investors Equity Funds
 
Blue Chip Fund
Growth & Income Fund
______________________________________
 
This Statement of Additional Information (“SAI”) relates specifically to the reorganization of First Investors Blue Chip Fund (“Blue Chip Fund”), a series of First Investors Equity Funds (“Trust”), into First Investors Growth & Income Fund (“Growth & Income Fund”), another series of the Trust, whereby Blue Chip Fund will transfer all of its assets to Growth & Income Fund, and shareholders in Blue Chip Fund will receive shares of Growth & Income Fund, in exchange for shares of Blue Chip Fund (“Reorganization”). This SAI consists of the information set forth herein and the following documents, each of which is incorporated by reference herein and legally forms a part of the SAI:
 
      (1)       The Statement of Additional Information, dated January 31, 2011, as supplemented, of the Trust (File nos. 33-46924, 811-06618), which contains information relating to Blue Chip Fund and Growth & Income Fund.
       
  (2)   The Annual Report to Shareholders of the Trust, which contains information relating to Blue Chip Fund and Growth & Income Fund, for the fiscal year ended September 30, 2010.
       
  (3)   The Semi-Annual Report to Shareholders of the Trust, which contains information relating to Blue Chip Fund and Growth & Income Fund, for the semi-annual period ended March 31, 2011.

The Trust’s Statement of Additional Information that is incorporated by reference above includes information about its other series of the Trust that is not relevant to the Reorganization. Please disregard that information.
 
This SAI is not a prospectus. A Prospectus dated _______ __, 2011 (the “Prospectus”) relating to the Reorganization may be obtained, without charge, by calling toll free 1 (800) 423-4026 or by writing to Administrative Data Management Corp., Raritan Plaza I, Edison, NJ 08837. These documents are also available on the First Investor’s web site at www.firstinvestors.com. This SAI should be read in conjunction with the Prospectus.
 
1
 
 

PRO FORMA FINANCIAL STATEMENTS
 
The following tables set forth the pro forma Portfolio of Investments as of March 31, 2011, the pro forma condensed Statement of Assets and Liabilities as of March 31, 2011, and the pro forma condensed Statement of Operations for the six-month period ended March 31, 2011 for Blue Chip Fund and Growth & Income Fund (together the “Pro Forma Combined Fund”), as adjusted giving effect to the Reorganization.
 
The pro forma Portfolio of Investments contains information about the securities holdings of the Pro Forma Combined Fund as of March 31, 2011, which has, and will continue to, change over time due to normal portfolio turnover in response to changes in market conditions. Thus, it is expected that some of Blue Chip Fund’s holdings may not remain at the time of the Reorganization. It is also expected that any Blue Chip Fund’s holdings that are not compatible with Growth & Income Fund’s investment objective and policies will be liquidated in an orderly manner in connection with the Reorganization, and the proceeds of these sales held in temporary investments or reinvested in assets that are consistent with that investment objective and policies. The portion of Blue Chip Fund’s assets that will be liquidated in connection with the Reorganization will depend on market conditions and on the assessment by First Investors Management Company, Inc. of the compatibility of those holdings with Growth & Income Fund’s portfolio composition and investment objective and policies at the time of the Reorganization. The need for a Fund to sell investments in connection with the Reorganization may result in its selling securities at a disadvantageous time and price and could result in its realizing gains (or losses) that would not otherwise have been realized and incurring transaction costs that would not otherwise have been incurred.
 
2
 
 

Pro Forma Combined Portfolio of Investments (unaudited)
FIRST INVESTORS EQUITY FUNDS
March 31, 2011
 
          PRO               PRO
  BLUE   GROWTH   FORMA       BLUE   GROWTH   FORMA
        CHIP       & INCOME       COMBINED               CHIP       & INCOME       COMBINED
  SHARES OR PRINCIPAL AMOUNT   SECURITY   V A L U E
              COMMON STOCKS—98.5%            
              Consumer Discretionary—13.3%            
      202,800   202,800   American Greetings Corporation - Class "A"       $4,786,080   $4,786,080 
  104,400   100,000   204,400   Best Buy Company, Inc.   $2,998,368   2,872,000   5,870,368 
      98,000  * 98,000  *  BorgWarner, Inc.       7,809,620   7,809,620 
      417,300   417,300   Brown Shoe Company, Inc.       5,099,406   5,099,406 
       345,000   345,000   CBS Corporation - Class "B"       8,638,800   8,638,800 
       75,600   75,600   CEC Entertainment, Inc.       2,852,388   2,852,388 
       70,000   70,000   Coach, Inc.       3,642,800   3,642,800 
  173,850       173,850   Comcast Corporation - Special Class "A"   4,036,797       4,036,797 
      180,000  * 180,000 *  GameStop Corporation - Class "A"       4,053,600   4,053,600 
  126,700   390,000   516,700   H&R Block, Inc.   2,120,958   6,528,600   8,649,558 
  58,800   160,000   218,800   Home Depot, Inc.   2,179,128   5,929,600   8,108,728 
  59,800       59,800   Kohl's Corporation   3,171,792       3,171,792 
      155,000   155,000   Limited Brands, Inc.       5,096,400   5,096,400 
      259,000   259,000   Lincoln Educational Services Corporation       4,115,510   4,115,510 
  181,100       181,100   Lowe's Companies, Inc.   4,786,473       4,786,473 
  29,100   85,000   114,100   McDonald's Corporation   2,214,219   6,467,650   8,681,869 
      445,000  * 445,000 *  Morgans Hotel Group Company       4,361,000   4,361,000 
      285,000   285,000   Newell Rubbermaid, Inc.       5,452,050   5,452,050 
      25,000   25,000   NIKE, Inc. - Class "B"       1,892,500   1,892,500 
      79,100   79,100   Oxford Industries, Inc.       2,704,429   2,704,429 
      606,000  * 606,000 *  Pier 1 Imports, Inc.       6,150,900   6,150,900 
      300,000  * 300,000 *  Ruby Tuesday, Inc.       3,933,000   3,933,000 
  152,400       152,400   Staples, Inc.   2,959,608       2,959,608 
      135,000  * 135,000 *  Steiner Leisure, Ltd.       6,245,100   6,245,100 
      631,800   631,800   Stewart Enterprises, Inc. - Class "A"       4,826,952   4,826,952 
  60,600       60,600   Target Corporation   3,030,606       3,030,606 
  88,133       88,133   Time Warner, Inc.   3,146,348       3,146,348 
      115,000  * 115,000 *  TRW Automotive Holdings Corporation       6,334,200   6,334,200 
      88,200   88,200   Tupperware Brands Corporation       5,266,422   5,266,422 
  52,900       52,900   Viacom, Inc. - Class "B"   2,460,908       2,460,908 
  100,000       100,000   Walt Disney Company   4,309,000       4,309,000 
      200,000   200,000   Wyndham Worldwide Corporation       6,362,000   6,362,000 
                  37,414,205   121,421,007   158,835,212 
              Consumer Staples—11.9%            
      420,000   420,000   Altria Group, Inc.       10,932,600   10,932,600 
  108,200   175,000   283,200   Avon Products, Inc.   2,925,728   4,732,000   7,657,728 
  41,515       41,515   Clorox Company   2,908,956       2,908,956 
  91,300   125,000   216,300   Coca-Cola Company   6,057,755   8,293,750   14,351,505 
  43,400       43,400   Costco Wholesale Corporation   3,182,088       3,182,088 
  128,000   215,000   343,000   CVS Caremark Corporation   4,392,960   7,378,800   11,771,760 
  38,300       38,300   Kellogg Company   2,067,434       2,067,434 
  73,900       73,900   Kimberly-Clark Corporation   4,823,453       4,823,453 
  135,024       135,024   Kraft Foods, Inc. - Class "A"   4,234,353       4,234,353 
  113,600       113,600   Kroger Company   2,722,992       2,722,992 
      80,000   80,000   McCormick & Company, Inc.       3,826,400   3,826,400 
      235,000   235,000   Nu Skin Enterprises, Inc. - Class "A"       6,756,250   6,756,250 
  116,000   76,000   192,000   PepsiCo, Inc.   $7,471,560   $4,895,160   $12,366,720 
  81,700   225,000   306,700   Philip Morris International, Inc.   5,361,971   14,766,750   20,128,721 
  91,960   90,562   182,522   Procter & Gamble Company   5,664,736   5,578,619   11,243,355 
  110,500   140,000   250,500   Walgreen Company   4,435,470   5,619,600   10,055,070 
  127,230   130,000   257,230   Wal-Mart Stores, Inc.   6,622,321   6,766,500   13,388,821 
                  62,871,777   79,546,429   142,418,206 
              Energy—10.7%            
      100,000   100,000   Anadarko Petroleum Corporation       8,192,000   8,192,000 
  102,000   45,000   147,000   Chevron Corporation   10,957,860   4,834,350   15,792,210 
  80,270   110,750   191,020   ConocoPhillips   6,410,362   8,844,495   15,254,857 
  48,500       48,500   Devon Energy Corporation   4,450,845       4,450,845 
      130,000   130,000   Ensco, PLC (ADR)       7,519,200   7,519,200 
  167,100   135,490   302,590   ExxonMobil Corporation   14,058,123   11,398,774   25,456,897 
  26,700       26,700   Hess Corporation   2,275,107       2,275,107 
      6,920   6,920   Hugoton Royalty Trust       164,558   164,558 
  82,900   177,519   260,419   Marathon Oil Corporation   4,419,399   9,463,538   13,882,937 

 

Pro Forma Combined Portfolio of Investments (unaudited)
FIRST INVESTORS EQUITY FUNDS
March 31, 2011
 
          PRO               PRO
  BLUE   GROWTH   FORMA       BLUE   GROWTH   FORMA
        CHIP       & INCOME       COMBINED               CHIP       & INCOME       COMBINED
  SHARES OR PRINCIPAL AMOUNT   SECURITY   V A L U E
  69,800   202,700   272,500   Noble Corporation   3,184,276   9,247,174   12,431,450 
      60,000   60,000   Sasol, Ltd. (ADR)       3,477,000   3,477,000 
  48,300       48,300   Schlumberger, Ltd.   4,504,458       4,504,458 
      237,900   237,900   Suncor Energy, Inc.       10,667,436   10,667,436 
      53,208  * 53,208 *  Transocean, Ltd.       4,147,564   4,147,564 
                  50,260,430   77,956,089   128,216,519 
              Financials—12.0%             
  49,500       49,500   ACE, Ltd.   3,202,650       3,202,650 
  69,300       69,300   Allstate Corporation   2,202,354       2,202,354 
  92,800   120,700   213,500   American Express Company   4,194,560   5,455,640   9,650,200 
  51,400   125,000   176,400   Ameriprise Financial, Inc.   3,139,512   7,635,000   10,774,512 
  170,236       170,236   Bank of America Corporation   2,269,246       2,269,246 
  147,587       147,587   Bank of New York Mellon Corporation   4,408,424       4,408,424 
      210,600   210,600   Brookline Bancorp, Inc.       2,217,618   2,217,618 
  55,200   63,745   118,945   Capital One Financial Corporation   2,868,192   3,312,190   6,180,382 
  53,700       53,700   Chubb Corporation   3,292,347       3,292,347 
      123,700   123,700   Discover Financial Services       2,983,644   2,983,644 
      300,000   300,000   Financial Select Sector SPDR Fund (ETF)       4,923,000   4,923,000 
      290,000   290,000   FirstMerit Corporation       4,947,400   4,947,400 
      40,000   40,000   IBERIABANK Corporation       2,405,200   2,405,200 
      130,000   130,000   Invesco, Ltd.       3,322,800   3,322,800 
  173,668   173,062   346,730   JPMorgan Chase & Company   8,006,095   7,978,158   15,984,253 
  30,700   68,000   98,700   M&T Bank Corporation   2,716,029   6,015,960   8,731,989 
  56,000       56,000   MetLife, Inc.   2,504,880       2,504,880 
  84,600   165,750   250,350   Morgan Stanley   2,311,272   4,528,290   6,839,562 
      450,000   450,000   New York Community Bancorp, Inc.       7,767,000   7,767,000 
      265,000   265,000   NewAlliance Bancshares, Inc.       3,932,600   3,932,600 
  46,400       46,400   Northern Trust Corporation   2,354,800       2,354,800 
      200,000   200,000   SPDR KBW Regional Banking (ETF)       5,320,000   5,320,000 
  66,000       66,000   State Street Corporation   2,966,040       2,966,040 
      357,666  * 357,666 *  Sunstone Hotel Investors, Inc. (REIT)       3,644,617   3,644,617 
  57,700       57,700   Travelers Companies, Inc.   3,431,996       3,431,996 
  116,600   100,000   216,600   U.S. Bancorp   $3,081,738   $2,643,000   $5,724,738 
      235,000   235,000   Urstadt Biddle Properties - Class "A" (REIT)       4,469,700   4,469,700 
  116,600   110,450   227,050   Wells Fargo & Company   3,696,220   3,501,265   7,197,485 
                  56,646,355   87,003,082   143,649,437 
              Health Care—10.8%             
  136,600   155,000   291,600   Abbott Laboratories   6,700,230   7,602,750    14,302,980 
  69,900  * 45,532  * 115,432 *  Amgen, Inc.   3,736,155   2,433,685   6,169,840 
      55,000   55,000   Baxter International, Inc.       2,957,350   2,957,350 
  83,600       83,600   Bristol-Myers Squibb Company   2,209,548       2,209,548 
  30,600       30,600   C.R. Bard, Inc.   3,038,886       3,038,886 
  55,900  * 120,000  * 175,900 *  Gilead Sciences, Inc.   2,372,396   5,092,800   7,465,196 
      132,300   132,300   Hill-Rom Holdings, Inc.       5,024,754   5,024,754 
  169,200   170,625   339,825   Johnson & Johnson   10,025,100   10,109,531   20,134,631 
  36,800  *     36,800 *  Life Technologies Corporation   1,929,056       1,929,056 
  26,800       26,800   McKesson Corporation   2,118,540       2,118,540 
  104,300   80,000   184,300   Medtronic, Inc.   4,104,205   3,148,000   7,252,205 
  112,500   120,000   232,500   Merck & Company. Inc.   3,713,625   3,961,200   7,674,825 
  77,300       77,300   Novartis AG (ADR)   4,201,255       4,201,255 
  354,078   499,375   853,453   Pfizer, Inc.   7,191,324   10,142,306   17,333,630 
  41,400       41,400   Quest Diagnostics, Inc.   2,389,608       2,389,608 
      121,875   121,875   Sanofi-Aventis (ADR)       4,292,438   4,292,438 
  61,100   65,000   126,100   St. Jude Medical, Inc.   3,131,986   3,331,900   6,463,886 
  48,600       48,600   Teva Pharmaceutical Industries, Ltd. (ADR)   2,438,262       2,438,262 
  41,450  * 125,000  * 166,450 *  Thermo Fisher Scientific, Inc.   2,302,547   6,943,750   9,246,297 
  39,900  *     39,900 *  Zimmer Holdings, Inc.   2,415,147       2,415,147 
                  64,017,870   65,040,464   129,058,334 
              Industrials—15.1%             
  43,400   110,000   153,400   3M Company   4,057,900   10,285,000    14,342,900 
      150,000  * 150,000 *  Altra Holdings, Inc.       3,543,000   3,543,000 
      124,200   124,200   Armstrong World Industries, Inc.       5,746,734   5,746,734 
      75,000   75,000   Caterpillar, Inc.       8,351,250   8,351,250 
      175,500   175,500   Chicago Bridge & Iron Company NV - NY Shares       7,135,830   7,135,830 

 

Pro Forma Combined Portfolio of Investments (unaudited)
FIRST INVESTORS EQUITY FUNDS
March 31, 2011
 
          PRO             PRO
  BLUE   GROWTH   FORMA     BLUE   GROWTH   FORMA
        CHIP       & INCOME       COMBINED         CHIP       & INCOME       COMBINED
  SHARES OR PRINCIPAL AMOUNT   SECURITY V A L U E
      80,000  * 80,000 *  Esterline Technologies Corporation     5,657,600   5,657,600 
      119,200  * 119,200 *  Generac Holdings, Inc.     2,418,568   2,418,568 
  385,300   124,075   509,375   General Electric Company 7,725,265   2,487,704   10,212,969 
  55,200   136,500   191,700   Honeywell International, Inc. 3,295,992   8,150,415   11,446,407 
  6,267  * 10,000  * 16,267 *  Huntington Ingalls Industries, Inc. 260,066   414,998   675,064 
      134,275   134,275   IDEX Corporation     5,861,104   5,861,104 
  43,500       43,500   Illinois Tool Works, Inc. 2,336,820       2,336,820 
  66,000       66,000   Ingersoll-Rand, PLC 3,188,460       3,188,460 
  68,300       68,300   ITT Corporation 4,101,415       4,101,415 
      55,000   55,000   Lockheed Martin Corporation     4,422,000   4,422,000 
      176,150  * 176,150 *  Mobile Mini, Inc.     4,231,123   4,231,123 
  37,600   60,000   97,600   Northrop Grumman Corporation 2,357,896   3,762,600   6,120,496 
  12,300   60,000   72,300   Parker Hannifin Corporation 1,164,564   5,680,800   6,845,364 
      224,538  * 224,538 *  PGT, Inc.     527,664   527,664 
      96,743  * 96,743 *  Pinnacle Airlines Corporation     556,272   556,272 
  53,700   75,000   128,700   Raytheon Company 2,731,719   3,815,250   6,546,969 
  105,800   80,000   185,800   Republic Services, Inc. $3,178,232   $2,403,200   $5,581,432 
      125,000   125,000   Snap-on, Inc.     7,507,500   7,507,500 
      443,100   443,100   TAL International Group, Inc.     16,071,237   16,071,237 
      192,300   192,300   Textainer Group Holdings, Ltd.     7,145,868   7,145,868 
      240,000   240,000   Tyco International, Ltd.     10,744,800   10,744,800 
   67,475       67,475   Tyco International, Ltd. 3,020,856       3,020,856 
  29,100        29,100   United Parcel Service, Inc. - Class "B" 2,162,712       2,162,712 
  64,700    100,000   164,700   United Technologies Corporation 5,476,855   8,465,000   13,941,855 
                 45,058,752   135,385,517   180,444,269 
               Information Technology—17.8%           
  166,500  *      166,500 *  Activision Blizzard, Inc. 1,826,505       1,826,505 
  84,300  *      84,300 *  Adobe Systems, Inc. 2,795,388       2,795,388 
  16,900  *      16,900 *  Apple, Inc. 5,888,805       5,888,805 
  49,000        49,000   Automatic Data Processing, Inc. 2,514,190       2,514,190 
      200,000   200,000   Avago Technologies, Ltd.     6,220,000   6,220,000 
      600,000  * 600,000 *  Brocade Communications Systems, Inc.     3,690,000   3,690,000 
  97,500       97,500   CA, Inc. 2,357,550       2,357,550 
      68,000  * 68,000 *  CACI International, Inc. - Class "A"     4,169,760   4,169,760 
  307,500   300,000   607,500   Cisco Systems, Inc. 5,273,625   5,145,000   10,418,625 
  115,000  *     115,000 *  eBay, Inc. 3,569,600       3,569,600 
  134,125  * 361,725  * 495,850 *  EMC Corporation 3,561,019   9,603,799   13,164,818 
  141,300   180,000   321,300    Hewlett-Packard Company 5,789,061   7,374,600   13,163,661 
  298,400   180,375   478,775   Intel Corporation 6,018,728   3,638,164   9,656,892 
  39,900   108,525   148,425   International Business Machines Corporation 6,506,493   17,697,172   24,203,665 
      231,900   231,900   Intersil Corporation - Class "A"     2,887,155   2,887,155 
  506,345   450,000   956,345   Microsoft Corporation 12,840,909   11,412,000   24,252,909 
       365,000   365,000   National Semiconductor Corporation     5,234,100   5,234,100 
      185,000  * 185,000 *  NCI, Inc. - Class "A"     4,508,450   4,508,450 
  110,500  * 350,000  * 460,500 *  NCR Corporation 2,081,820   6,594,000   8,675,820 
  164,100       164,100   Oracle Corporation 5,476,017       5,476,017 
      248,625  * 248,625 *  Parametric Technology Corporation     5,591,576   5,591,576 
  73,170   209,800   282,970   QUALCOMM, Inc. 4,011,911   11,503,334   15,515,245 
      130,000  * 130,000 *  SRA International, Inc. - Class "A"     3,686,800   3,686,800 
  131,900  * 333,025  * 464,925 *  Symantec Corporation 2,445,426   6,174,283   8,619,709 
      200,000   200,000   TE Connectivity, Ltd.     6,964,000   6,964,000 
  73,400       73,400   Texas Instruments, Inc. 2,536,704       2,536,704 
      97,200  * 97,200 *  Varian Semiconductor Equipment Associates, Inc.     4,730,724   4,730,724 
  144,200   360,000   504,200   Western Union Company 2,995,034   7,477,200   10,472,234 
                78,488,785   134,302,117   212,790,902 
              Materials—3.9%          
      173,400   173,400   Buckeye Technologies, Inc.     4,721,682   4,721,682
      136,900   136,900   Celanese Corporation - Series "A"     6,074,253   6,074,253
  91,200       91,200   Dow Chemical Company 3,442,800       3,442,800
  49,400       49,400   DuPont (E.I.) de Nemours & Company 2,715,518       2,715,518
      160,000   160,000   Freeport-McMoRan Copper & Gold, Inc.     8,888,000   8,888,000
      55,000   55,000   Olin Corporation     1,260,600   1,260,600
      40,000   40,000   Praxair, Inc.     4,064,000   4,064,000
      249,125   249,125   RPM International, Inc.     5,911,736   5,911,736

 

Pro Forma Combined Portfolio of Investments (unaudited)
FIRST INVESTORS EQUITY FUNDS
March 31, 2011
 
          PRO                   PRO
  BLUE   GROWTH   FORMA           BLUE   GROWTH   FORMA
        CHIP       & INCOME       COMBINED                       CHIP       & INCOME       COMBINED
  SHARES OR PRINCIPAL  AMOUNT   SECURITY       V A L U E
      65,000   65,000   Schweitzer-Mauduit International, Inc.           $3,289,650   $3,289,650 
      247,350   247,350   Temple-Inland, Inc.           5,787,990   5,787,990 
                      6,158,318   39,997,911   46,156,229 
              Telecommunication Services—2.4%                
  201,300   234,000   435,300   AT&T, Inc.       6,159,780   7,160,400   13,320,180 
  166,400   230,000   396,400   Verizon Communications, Inc.       6,413,056   8,864,200   15,277,256 
                      12,572,836   16,024,600   28,597,436 
              Utilities—.6%                
  71,700       71,700   American Electric Power Company, Inc.       2,519,538       2,519,538 
      50,000   50,000   Atmos Energy Corporation           1,705,000   1,705,000 
  58,300       58,300   NextEra Energy, Inc.       3,213,496       3,213,496 
                      5,733,034   1,705,000   7,438,034 
Total Value of Common Stocks (cost $887,397,658)       419,222,362   758,382,216   1,177,604,578 
              SHORT-TERM INVESTMENTS—.9%                
              Money Market Fund                
              First Investors Cash Reserve Fund, .16%                
  $1,260 M   $8,825 M   $10,085 M  (cost $10,085,000)**       1,260,000   8,825,000   10,085,000 
Total Value of Investments (cost $897,482,658)   99.4 % 420,482,362   767,207,216   1,187,689,578 
Other Assets, Less Liabilities   .6   986,275   6,616,171   7,602,446 
Pro Forma Adjustments***       -   -   (112,977)
Net Assets   100.0 % $421,468,637   $773,823,387   $1,195,179,047 
                     
*       Non-income producing
 
**   Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at March 31, 2011.
 
***   Pro Forma adjustments are due to the estimated costs of the Reorganization which will be borne by the Blue Chip Fund.
 
    Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

See notes to pro forma financial statements
 
 

Pro Forma Statements of Assets and Liabilities (unaudited)
FIRST INVESTORS EQUITY FUNDS
March 31, 2011
 
                      PRO       PRO
  BLUE   GROWTH   FORMA   FORMA
  CHIP   & INCOME   ADJUSTMENTS   COMBINED
Assets                              
Investments in securities:                              
    Cost - Unaffiliated issuers $       303,551,969     $       583,845,689             $         887,397,658  
    Cost - Affiliate money market fund   1,260,000       8,825,000               10,085,000  
    Total cost of investments $ 304,811,969     $ 592,670,689             $ 897,482,658  
 
    Value - Unaffiliated issuers $ 419,222,362     $ 758,382,216             $ 1,177,604,578  
    Value - Affiliate money market fund   1,260,000       8,825,000               10,085,000  
    Total value of investments   420,482,362       767,207,216               1,187,689,578  
 
Cash   231,936       225,996               457,932  
Receivables:                              
    Investment securities sold   1,138,048       10,137,916               11,275,964  
    Dividends and interest   822,082       847,619               1,669,701  
    Shares sold   196,942       443,557               640,499  
Other assets   64,539       107,857               172,396  
 
Total Assets   422,935,909       778,970,161               1,201,906,070  
 
Liabilities                              
Payables:                              
    Investment securities purchased   161,251       3,030,214               3,191,465  
    Shares redeemed   890,289       1,411,043               2,301,332  
    Dividends payable   6,444       9,498               15,942  
Accrued advisory fees   263,219       464,571               727,790  
Accrued shareholder servicing costs   127,433       198,211               325,644  
Accrued expenses   18,636       33,237     $          112,977   (1)   164,850  
 
Total Liabilities   1,467,272       5,146,774       112,977       6,727,023  
 
Net Assets $ 421,468,637     $ 773,823,387     $ 112,977     $ 1,195,179,047  
 
Net Assets Consist of:                              
Capital paid in $ 390,258,053     $ 611,376,409             $ 1,001,634,462  
Undistributed net investment income   618,379       282,890       (112,977 )     788,292  
Accumulated net realized loss on investments   (85,078,188 )     (12,372,439 )             (97,450,627 )
Net unrealized appreciation in value of investments   115,670,393       174,536,527               290,206,920  
 
Total $ 421,468,637     $ 773,823,387     $ (112,977 )   $ 1,195,179,047  
 
Net Assets:                              
    Class A $ 407,531,302     $ 746,448,767     $ (109,241 )   $ 1,153,870,828  
    Class B $ 13,937,335     $ 27,374,620     $ (3,736 )   $ 41,308,219  
 
Shares outstanding:                              
    Class A   18,407,811       48,985,137       8,328,954   (2)   75,721,902  
    Class B   677,255       1,910,362       295,113   (3)   2,882,730  
 
Net asset value and redemption price per share - Class A     $ 22.14         $ 15.24                 $ 15.24  
 
Maximum offering price per share - Class A     $ 23.49         $ 16.17                 $ 16.17  
 
Net asset value and offering price per share - Class B     $ 20.58         $ 14.33                 $ 14.33  
                                      
*   On purchases of $100,000 or more, the sales charge is reduced.
     
(1)   Pro Forma adjustments are due to the estimated costs of the Reorganization which will be borne by the Blue Chip Fund.
     
(2)   The amount of additional shares assumed to be issued was calculated based on the Class A net assets of the Blue Chip Fund, adjusted for the Class A Pro Forma adjustments, and the Class A net asset value per share of the Growth & Income Fund.
     
(3)   The amount of additional shares assumed to be issued was calculated based on the Class B net assets of the Blue Chip Fund, adjusted for the Class B Pro Forma adjustments, and the Class B net asset value per share of the Growth & Income Fund.
 
See notes to pro forma financial statements
 
 

Pro Forma Statements of Operations (unaudited)
FIRST INVESTORS EQUITY FUNDS
Six Months Ended March 31, 2011
 
                    PRO   PRO
    BLUE     GROWTH     FORMA   FORMA
    CHIP     & INCOME     ADJUSTMENTS   COMBINED
Investment Income                                
                                  
       Dividends   $ 4,688,829   (a) $ 11,115,554   (b)         $ 15,804,383  
       Dividends from affiliate     2,513       5,730                   8,243  
                                 
Total income     4,691,342       11,121,284       -       15,812,626  
                                 
Expenses:                                
       Advisory fees     1,503,276       2,599,723     $ (159,003 )     3,943,996  
       Distribution plan expenses-Class A     586,238       1,038,234               1,624,472  
       Distribution plan expenses-Class B     71,428       134,289               205,717  
       Shareholder servicing costs     644,113       981,159       (86,253 )     1,539,019  
       Professional fees     28,101       42,371       (20,150 )     50,322  
       Custodian fees     7,612       9,926               17,538  
       Registration fees     20,250       21,500       (20,250 )     21,500  
       Reports to shareholders     20,000       26,500               46,500  
       Trustees' fees     10,137       17,812               27,949  
       Other expenses     32,371       54,166       (707 )     85,830  
                                 
Total expenses     2,923,526       4,925,680       (286,363 )     7,562,843  
Less expenses paid indirectly     (2,453 )     (4,409 )     -       (6,862 )
                                 
Net expenses     2,921,073       4,921,271       (286,363 )     7,555,981  
                                 
Net investment income     1,770,269       6,200,013       286,363       8,256,645  
                                 
Realized and Unrealized Gain (Loss) on Investments:                                
                                 
Net realized gain on investments     6,023,455       9,115,126               15,138,581  
Net unrealized appreciation of investments     44,725,711       109,237,736               153,963,447  
                                 
Net gain on investments     50,749,166       118,352,862       -       169,102,028  
                                 
Net Increase in Net Assets Resulting from Operations       $      52,519,435         $      124,552,875     $          286,363         $      177,358,673  
                                 
(a) Net of $27,955 foreign taxes withheld
(b) Net of $8,485 foreign taxes withheld
 
See notes to pro forma financial statements
 
 

Statements of Operations (unaudited)
FIRST INVESTORS EQUITY FUNDS
Year Ended September 30, 2010
 
                    PRO   PRO
    BLUE   GROWTH   FORMA   FORMA
    CHIP   & INCOME   ADJUSTMENTS   COMBINED
Investment Income                                
                                 
       Dividends       $ 8,942,698   (a) $ 13,276,646   (b)         $ 22,219,344  
       Dividends from affiliate     8,362           19,762                   28,124  
                                 
Total income     8,951,060       13,296,408               22,247,468  
                                 
Expenses:                                
       Advisory fees     2,857,353       4,661,337     $ (278,778 )     7,239,912  
       Distribution plan expenses-Class A     1,103,789       1,836,162               2,939,951  
       Distribution plan expenses-Class B     164,250       287,195               451,445  
       Shareholder servicing costs     1,373,706       2,003,222       (172,980 )     3,203,948  
       Professional fees     61,612       91,992       (39,200 )     114,404  
       Custodian fees     16,557       34,502               51,059  
       Registration fees     40,200       42,597       (40,200 )     42,597  
       Reports to shareholders     31,056       38,849               69,905  
       Trustees' fees     19,449       32,327               51,776  
       Other expenses     72,722       111,987       (3,984 )     180,725  
                                  
Total expenses     5,740,694       9,140,170       (535,142 )     14,345,722  
Less expenses paid indirectly     (2,645 )     (4,412 )     -       (7,057 )
                                  
Net expenses     5,738,049       9,135,758       (535,142 )     14,338,665  
                                 
Net investment income     3,213,011       4,160,650       535,142       7,908,803  
                                  
Realized and Unrealized Gain (Loss) on Investments :                                
                                 
Net realized gain on investments     5,636,663       3,057,400               8,694,063  
Net unrealized appreciation of investments     14,721,082       46,947,411               61,668,493  
                                 
Net gain on investments     20,357,745       50,004,811       -       70,362,556  
                                 
Net Increase in Net Assets Resulting from Operations   $      23,570,756     $      54,165,461     $          535,142         $      78,271,359  
                                 
(a) Net of $39,544 foreign taxes withheld
(b) Net of $85,363 foreign taxes withheld
 
See notes to pro forma financial statements
 
 

PART C. OTHER INFORMATION
 
Item 15. Indemnification
 
     Article IX of the Trust Instrument of the Registrant provides as follows:
 
     Section 1. LIMITATION OF LIABILITY. All persons contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or Assets belonging to such Series, respectively, for payment under such contract or claim; and neither the Trustees nor any of the Trust’s officers or employees, whether past, present or future, shall be personally liable therefor. Every written instrument or obligation on behalf of the Trust or any Series shall contain a statement to the foregoing effect, but the absence of such statement shall not operate to make any Trustee or officer of the Trust liable thereunder. 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 and officers of the Trust shall not be responsible or liable for any act or omission or for neglect or wrongdoing of them or any officer, agent, employee, investment adviser, principal underwriter or independent contractor of the Trust, but nothing contained in this Trust Instrument or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust or to Shareholders 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.
 
     Section 2. INDEMNIFICATION.
 
     (a) Subject to the exceptions and limitations contained in subsection (b) below:
 
     (i) every person who is, or has been, a Trustee or an officer or employee of the Trust (“Covered Person”) shall be indemnified by the Trust or the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof.
 
     (ii) as used herein, 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 good faith in the reasonable belief that his action was in the best interest of the Trust; or
 
1
 
 

     (ii) in the event of a settlement, if there has been a determination that such Covered Person engaged 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; (B) by at least a majority of 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).
 
     (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 and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.
 
     (d) To the maximum extent permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Section shall be paid by the Trust or applicable Series 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 or applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance payments or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor 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 reason to believe that such Covered Person will not be disqualified from indemnification under this Section.
 
     (e) Any repeal or modification of this Article IX by the Shareholders, or adoption or modification of any other provision of this Trust Instrument or the By-laws inconsistent with this Article, shall be prospective only, to the extent that such, repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.
 
     Section 3. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder or former Shareholder of any Series is held personally liable solely by reason of his being or having been a Shareholder and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the Assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him for any act or obligation of the Series and satisfy any judgment thereon from the Assets belonging to the Series.
 
2
 
 

     Article IX, Section 3 of the By-laws of the Registrant provides as follows:
 
     Section 3. Advance Payment of Indemnifiable Expenses. Expenses incurred by an agent in connection with the preparation and presentation of a defense to any proceeding 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 agent that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification; provided, however, that (a) such agent 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 parties to the proceeding, or independent legal counsel in a written opinion, shall have determined, based upon a review of the readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such agent will be found entitled to indemnification.
 
     Number 7 of the Registrant's Investment Advisory Agreement provides as follows:
 
     7. Limitation of Liability of the Manager. The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by each Trust or any Series in connection with the matters to which this Agreement relate except a loss 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 each Trust shall be deemed, when rendering services to each Trust or acting in any business of each Trust, to be rendering such services to or acting solely for each Trust and not as an officer, partner, employee, or agent or one under the control or direction of the Manager even though paid by it.
 
     Number 5 of the Registrant’s Subadvisory Agreements provide as follows:
 
     5. Liability of the Subadviser. The Subadviser agrees to perform faithfully the services required to be rendered to each Trust and each Series under this Agreement, but nothing herein contained shall make the Subadviser or any of its officers, partners or employees liable for any loss sustained by a Trust or its officers, Trustees or shareholders or any other person on account of the services which the Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect the Subadviser against liability to a Trust, or to any of the Series' shareholders, to which the Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect the Subadviser from any liabilities that it may have under the 1933 Act or the 1940 Act.
 
     Number 12 of the Registrant's Underwriting Agreement provides as follows:
 
     12. Limitation of Liability. The Underwriter agrees to use its best efforts in effecting the sale and public distribution of the Shares through dealers and in performing its duties in redeeming and repurchasing the Shares, but nothing contained in this Agreement shall make the Underwriter or any of its officers, 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 contained herein 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 it may have under the Securities Act of 1933, as amended (“1993 Act”), or the 1940 Act.
 
3
 
 

     The general effect of this Indemnification will be to indemnify the officers, trustees, employees and agents 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, officer, employee or agent 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, officer's, employee’s or agent’s office.
 
     Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing or otherwise, the Registrant has been advised 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. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
Item 16. Exhibits
 
(1)        (a)        Certificate of Trust4
         
    (b)   Trust Instrument4
         
(2)       By-laws4
         
(3)       Voting trust agreement affecting more than 5% of any class of equity securities of the Registrant – none
         
(4)       Plan of Reorganization and Termination (filed herewith as Appendix A to the Combined Information Statement and Prospectus)
         
(5)       Shareholders rights are contained in Articles IV, V, VI, IX and X of the Registrant’s Trust Instrument and Articles V, VI, VII and VIII of the Registrant’s By-laws
         
(6)   (a)   Investment Advisory Agreement between Registrant and First Investors Management Company, Inc. (“FIMCO”)8

4
 
 

    (b)   Subadvisory Agreement among FIMCO, Registrant and Wellington Management Company LLP8
         
    (c)   Subadvisory Agreement among FIMCO, Registrant and Paradigm Capital Management, Inc.8
         
    (d)   Subadvisory Agreement among FIMCO, Registrant and Vontobel Asset Management, Inc.8
         
    (e)   Subadvisory Agreement among FIMCO, Registrant and Smith Asset Management Group, L.P.8
         
(7)       Underwriting Agreement between Registrant and First Investors Corporation 8
         
(8)       Bonus, profit sharing or pension plans – none
         
(9)   (a)   Custodian Agreement between Global Fund and Brown Brothers Harriman & Co. (“BBH”)1
         
    (b)   Amendment to Custodian Agreement between Global Fund and BBH and 17f-5 Delegation Schedule3
         
    (c)   Addendum to Custodian Agreement and 17f-5 Delegation Schedule with BBH 4
         
    (d)   Appendix to Custodian Agreement with BBH with respect to International Fund5
         
    (e)   Assumption of Custodial Terms adding remaining Equity Funds to Custodian Agreement with BBH and Global Custody Fee Proposal7
         
(10)       (a)       Multiple Class Plan pursuant to Rule 18f-34
         
    (b)   Amended Schedule A to Multiple Class Plan pursuant to Rule 18f-35
         
    (c)   Class A Distribution Plan4
         
    (d)   Amended Schedule A to Class A Distribution Plan5
         
    (e)   Class B Distribution Plan4
         
    (f)   Amended Schedule A to Class B Distribution Plan5
         
(11)       Opinion of Counsel as to the Legality of Shares Being Registered – filed herewith
         
(12)       Opinion of Counsel on tax matters – to be filed by future amendment
         
(13)       Transfer Agent Agreement between Registrant and Administrative Data Management Corp. with Amended Schedule A5
         
(14)       Consent of Independent Registered Public Accounting Firm – filed herewith
         
(15)       Financial statements omitted pursuant to Item 14(a)(1) – none

5
 
 

(16)             Powers of Attorney– filed herewith
         
(17)       Other Exhibits
         
    (a)   Part I and Part II of the Statement of Additional Information dated January 31, 2011 – filed herewith
         
    (b)   Annual Report to Shareholders for the period ended September 30, 2010 – filed herewith
         
    (c)   Semi-Annual Report to Shareholders for the period ended March 31, 2011 – filed herewith
____________________
 
1        Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 21 to First Investors Global Fund Inc.’s Registration Statement (File No. 002-71911) filed on April 24, 1996.
 
2   Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 31 to Registrant’s Registration Statement (File No. 033-46924) filed on October 11, 2000.
 
3   Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 30 to First Investors Global Fund Inc.’s Registration Statement (File No. 002-71911) filed on January 28, 2002.
 
4   Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 42 to Registrant’s Registration Statement (File No. 033-46924) filed on January 27, 2006.
 
5   Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 45 to Registrant’s Registration Statement (File No. 033-46924) filed on June 8, 2006.
 
6   Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 47 to Registrant’s Registration Statement (File No. 033-46924) filed on November 15, 2007.
 
7   Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 51 to Registrant’s Registration Statement (File No. 033-46924) filed on November 19, 2009.
 
8   Incorporated by reference to the corresponding exhibit of Post-Effective Amendment No. 53 to Registrant’s Registration Statement (File No. 033-46924) filed on January 28, 2011.
 
Item 17. Undertakings
 
     (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a 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, as amended (the “1933 Act”) [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings 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 1933 Act, 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.
 
     (3) The undersigned Registrant undertakes to file an opinion of counsel supporting the tax matters and consequences to shareholders discussed in the prospectus in a post-effective amendment to this registration statement.
 
6
 
 
 
 
 
SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed below on its behalf by the undersigned, duly authorized, in the City of New York, and the State of New York on the 26th day of September, 2011.
 
  FIRST INVESTORS EQUITY FUNDS
   
   
  By:       /s/ Christopher H. Pinkerton
    Christopher H. Pinkerton
    President and Trustee

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated.
 
/s/  Christopher H. Pinkerton       President and Trustee       September 26, 2011
Christopher H. Pinkerton        
 
/s/  Joseph I. Benedek   Treasurer   September 26, 2011
Joseph I. Benedek        
 
/s/  Charles R. Barton, III   Trustee   September 26, 2011
Charles R. Barton, III*        
 
/s/  Stefan L. Geiringer   Trustee   September 26, 2011
Stefan L. Geiringer*        
 
/s/  Robert M. Grohol   Chairman of the Board   September 26, 2011
Robert M. Grohol*   And Trustee    
 
/s/  Arthur M. Scutro, Jr.   Trustee   September 26, 2011
Arthur M. Scutro, Jr.*        
 
/s/  Mark R. Ward   Trustee   September 26, 2011
Mark R. Ward*        

* By:    /s/ Mary Carty  
    Mary Carty
    (Attorney-in-Fact)

 

EXHIBIT INDEX
 
Exhibit No.   Exhibit
EX-99.11        Opinion of Counsel as to the Legality of Shares Being Registered
     
EX-99.14   Consent of Independent Registered Public Accounting Firm
     
EX-99.16   Powers of Attorney
     
EX-99.17(a)   Part I and Part II of the Statement of Additional Information dated January 31, 2011
     
EX-99.17(b)   Annual Report to Shareholders for the period ended September 30, 2010
     
EX-99.17(c)   Semi-Annual Report to Shareholders for the period ended March 31, 2011

EX-99.11 2 exhibit99-11.htm OPINION OF COUNSEL AS TO THE LEGALITY OF SHARES BEING REGISTERED exhibit99-11.htm
K&L Gates LLP
1601 K Street NW
Washington, DC 20006-1600
T 202.778.9000      www.klgates.com

 
September 26, 2011
 
First Investors Equity Funds
110 Wall Street
New York, NY 10005
 
Ladies and Gentlemen:
 
     We have acted as counsel to First Investors Equity Funds, a Delaware statutory trust (the “Trust”), in connection with the filing with the Securities and Exchange Commission (the “SEC”) of the Trust’s registration statement on Form N-14 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), registering the Class A and Class B shares of beneficial interest in First Investors Growth & Income Fund, a series of the Trust (the “Acquiring Fund”), (the “Shares”) to be issued pursuant to a Plan of Reorganization and Termination (the “Plan”) to be entered into by the Trust, on behalf of the Acquiring Fund and First Investors Blue Chip Fund, another series of the Trust (the “Acquired Fund”). The Plan provides for the transfer of the Acquired Fund’s assets to, and the assumption of the Acquired Fund’s liabilities by, the Acquiring Fund in exchange solely for a number of Shares determined in the manner specified in the Plan, such Shares to be distributed to the Acquired Fund’s shareholders upon the subsequent liquidation and termination of the Acquired Fund.
 
     You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, including the form of the Plan filed as part thereof, the trust instrument and bylaws of the Trust, and the resolutions adopted by the trustees of the Trust that provide for the issuance of the Shares pursuant to the Plan, and we have made such investigation of law as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
 
     Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
 
 

 
First Investors Equity Funds
September 26, 2011
Page 2
 
     Based upon and subject to the foregoing, we are of the opinion that:
 
     1. The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust.
 
     2. When issued and delivered upon the terms provided in the Plan, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid, and nonassessable.
 
     This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the Registration Statement. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
 
Very truly yours,
 
/s/ K&L Gates LLP

EX-99.14 3 exhibit99-14.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM exhibit99-14.htm
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the references to our firm in the Registration Statement on Form N-14 of First Investors Equity Funds (File Nos. 033-46924 and 811-06618) and to the use of our reports dated November 24, 2010 and May 27, 2011 on the financial statements and financial highlights of First Investors Growth & Income Fund and First Investors Blue Chip Fund, each a series of First Investors Equity Funds. Such financial statements and financial highlights appear in the 2010 Annual Report to Shareholders and 2011 Semi-Annual Report to Shareholders which are incorporated by reference into the Information Statement and Prospectus on Form N-14.
 
 
 
/s/ Tait, Weller & Baker LLP
   
 
TAIT, WELLER & BAKER LLP
 
Philadelphia, Pennsylvania
September 26, 2011
 
 EX-99.16 4 exhibit99-16.htm POWERS OF ATTORNEY exhibit16.htm
POWER OF ATTORNEY
 
FIRST INVESTORS EQUITY FUNDS
 
FIRST INVESTORS EQUITY FUNDS, a Delaware business trust (the “Fund”), and each of its undersigned officers and trustees hereby nominates, constitutes and appoints Larry R. Lavoie, Mary Carty and Carol Lerner Brown (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on its/his/her behalf and in its/his/her name, place and stead in any and all capacities, to make, execute and sign the Fund’s registration statement on Form N-14 and any and all amendments to such registration statement of the Fund, and to file with the Securities and Exchange Commission, and any other regulatory authority having jurisdiction over the offer and sale of the shares of beneficial interest of the Fund, such registration statement and any such amendment, and any and all supplements thereto or to any prospectus or statement of additional information forming a part thereof, and any and all exhibits and other documents requisite in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as the Fund and the undersigned officers and trustees itself/themselves might or could do.
 
FIRST INVESTORS EQUITY FUNDS has caused this power of attorney to be executed in its name by its President, and attested by its Chief Compliance Officer, and the undersigned officers and trustees have hereunto set their hands on this 15th day of September 2011.
 
FIRST INVESTORS EQUITY FUNDS
 
 
By:       /s/ Christopher H. Pinkerton       
    Christopher H. Pinkerton
    President

ATTEST:
 
 
 
/s/ Marc Milgram  
Marc Milgram
Chief Compliance Officer of
the Fund


[Signatures Continued on Next Page]
 
 

Signature   Title
       
       
/s/  Charles R. Barton III               Trustee
Charles R. Barton III    
     
     
/s/ Stefan L. Geiringer   Trustee
Stefan L. Geiringer    
       
       
/s/ Robert M. Grohol   Trustee
Robert M. Grohol    
       
           
/s/ Christopher H. Pinkerton   Trustee and President
Christopher H. Pinkerton    
       
       
/s/ Arthur M. Scutro, Jr.   Trustee
Arthur M. Scutro, Jr.    
       
       
/s/ Mark R. Ward   Trustee
Mark R. Ward    

EX-99.17A 5 exhibit99-17a.htm PART I AND PART II OF THE STATEMENT OF ADDITIONAL INFORMATION Unassociated Document

SUPPLEMENT DATED MAY 23, 2011

FIRST INVESTORS EQUITY FUNDS STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 31, 2011

1.    
The information related to Edwin D. Miska, Matthew S. Wright and Sean Reidy in the section “Portfolio Managers” under the heading “A. Other Accounts Managed by Portfolio Managers for Fiscal Year Ended September 30, 2010” on page I-13 is deleted in its entirety and replaced with the following:
 
A.  Other Accounts Managed by Portfolio Managers for Fiscal Year Ended September 30, 20101
 
Name of Portfolio Manager and Fund(s) Covered by this SAI
Other Accounts Managed
Number of Other Accounts
Total Assets of Other Accounts
(in millions)
Number of Accounts which Advisory Fee is Based on Account Performance
Total Assets in the Accounts which Advisory Fee is Based on Account Performance
 (in millions)
FIMCO’s Portfolio Managers:
Edwin D. Miska:
 
Total Return Fund
Blue Chip
Growth & Income Opportunity
Other Registered Investment Companies
2
$353.2
0
$0
Other Pooled Investment Vehicles
1
$22.4
0
$0
Other Accounts
1
$6.9
0
$0
Sean Reidy:
 
Blue Chip
Growth & Income
Other Registered Investment Companies
2
$353.2
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
0
$0
0
$0
Matthew S. Wright:
 
Value
Other Registered Investment Companies
1
$74.6
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
0
$0
0
$0
 
 
   1 On May 23, 2011, Edwin D. Miska and Sean Reidy began serving as Co-Portfolio Managers of the Blue Chip Fund and the chart above reflects the most recent available  information for each Portfolio Manager as of May 20, 2011.
 
 
2.    
The information related to Edwin D. Miska, Matthew S. Wright and Sean Reidy in the section “Portfolio Managers” under the heading “D. Portfolio Manager Fund Ownership for Fiscal Year Ended September 30, 2010” on page I-19 is deleted in its entirety and is replaced with the following:
 
 
 D.     Portfolio Manager Fund Ownership for Fiscal Year Ended September 30, 20102
 
 
FIMCO’s Portfolio Managers:
Name
 
Funds Covered by this SAI
 
Dollar Range of Fund Ownership (dollars)
 
Edwin D. Miska
Total Return
$10,001-$50,000
Blue Chip
$10,001-$50,000
Growth & Income   
$100,001 - $500,000
Opportunity
$50,001 - $100,000
Matthew S. Wright
Value
$100,001 - $500,000
Sean Reidy
Blue Chip
None
Growth & Income
$1 - $10,000
 
    2 The information for each Portfolio Manager is as of March 31, 2011.

EFSAI0511
 
 
FIRST INVESTORS EQUITY FUNDS
Statement of Additional Information
dated January 31, 2011
 
 
 
TICKER SYMBOLS
   
 
CLASS A
CLASS B
TOTAL RETURN FITRX  FBTRX 
VALUE FIUTX  FIUBX 
BLUE CHIP FIBCX  FBCBX 
GROWTH & INCOME FGINX  FGIBX 
GLOBAL FIISX  FIBGX 
SELECT GROWTH FICGX  FIGBX 
OPPORTUNITY FIUSX  FIMBX 
SPECIAL SITUATIONS FISSX  FISBX 
INTERNATIONAL
FIINX
FIIOX
 
 
110 Wall Street
New York, New York 10005
 
1 (800) 423-4026
 
This is a Statement of Additional Information (“SAI”) for Total Return Fund, Value Fund, Blue Chip Fund, Growth & Income Fund, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund and International Fund, each of which is a series of First Investors Equity Funds (the “Trust”).  Each series is referred to herein as a “Fund,” or collectively the “Funds.”
 
This SAI is not a prospectus and it should be read in conjunction with each Fund’s prospectus dated January 31, 2011.  The financial statements and reports of an independent registered public accounting firm contained in the annual reports to shareholders are incorporated by reference.  These Fund documents may be obtained free of charge by contacting the Funds at the address or telephone number noted above or by visiting our website at www.firstinvestors.com.
 
This SAI is divided into two parts – Part I and Part II.  Part I contains information that is particular to each Fund that is described in this SAI, while Part II contains information that generally applies to the Funds in the First Investors Family of Funds including each Fund described in this SAI.


 
I-1
 
 

Statement of Additional Information
dated January 31, 2011
 
PART I – TABLE OF CONTENTS
 
 
Part I contains information that is particular to each Fund that is described in this SAI.
 
History and Classification of the Funds
3
Investment Strategies, Policies and Risks
3
Portfolio Turnover
3
Management of the Funds
4
Investment Advisory Services and Fees
9
Portfolio Managers
13
Underwriter and Dealers
21
Distribution Plans
22
Allocation of Portfolio Brokerage
23
Additional Information Concerning Purchases, Redemptions, Pricing and Shareholder Services
26
Tax  Information
26
Beneficial Ownership Information
26
Financial Statements
26
Appendix A Investment Strategies Used by the First Investors equity Funds
   A-1
Appendix B Investment Policies of the First Investors equity Funds
   B-1
 

PART II – TABLE OF CONTENTS
 
 
Descriptions of Investment Strategies and Risks
1
I.
Debt Securities
1
II.
Equity Securities
7
III.
Foreign Securities Exposure
8
IV.
Restricted and Illiquid Securities
10
V.
When-Issued Securities
10
VI.
Standby Commitments
10
VII.
Futures and Options
11
VIII.
Derivatives
15
IX.
Repurchase Agreements
17
X.
Temporary Borrowing
17
XI.
Temporary Defensive Investments
17
Portfolio Holdings Information Policies and Procedures
18
Portfolio Turnover
20
Management of the Funds
20
Responsibilities of the Board of the Funds
26
Underwriter and Dealers
28
Potential Conflicts of Interests in Distribution Arrangements
28
Distribution Plans
29
Additional Information Concerning Purchases, Redemptions, Pricing, and Shareholder Services
30
Determination of Net Asset Value
52
Allocation of Portfolio Brokerage
54
Credit Ratings Information
55
General Information
59
Appendix A Tax Information
A-1
 
 
I-2
 
 

Statement of Additional Information Part I
dated January 31, 2011
 
HISTORY AND CLASSIFICATION OF THE FUNDS
 
The Trust is an open-end management investment company commonly referred to as a mutual fund.  It was organized as a Delaware statutory trust on August 17, 2005.  The Trust is authorized to issue an unlimited number of shares of beneficial interest without par value.  The Trust consists of the Funds listed on the cover page, each of which is a separate and distinct series of the Trust.  Each Fund is diversified and has designated two classes of shares, Class A shares and Class B shares (each, a “Class”).  Each share of each Class has an equal beneficial interest in the assets, has identical voting, dividend, liquidation and other rights and is subject to the same terms and conditions, except that expenses allocated to a Class may be borne solely by that Class as determined by the Board of Trustees (“Board” or “Trustees”), and a Class may have exclusive voting rights with respect to matters affecting only that Class.
 
On January 27, 2006, each Fund, except for the International Fund, which did not commence operations until June 27, 2006, acquired all of the assets of a predecessor fund of the same name through a reorganization.  Since each Fund’s objective and policies are similar in all material aspects to those of the predecessor fund and since each Fund has the same investment adviser, each Fund, except for the International Fund, adopted the performance and financial history of the predecessor fund.  Consequently, certain information included in the Fund’s prospectus and in this SAI, that is as of a date prior to the date of the Fund’s prospectus and this SAI, represents information of the predecessor fund.  Prior to December 31, 2002, the Value Fund was known as the Utilities Income Fund, prior to May 7, 2007, the Select Growth Fund was known as the All-Cap Growth Fund and prior to January 31, 2008, the Opportunity Fund was known as the Mid-Cap Opportunity Fund. On August 10, 2007, the Focused Equity Fund reorganized into the Blue Chip Fund.
 
The Trust is not required to hold annual shareholder meetings unless required by law.  If requested in writing to do so by the holders of at least 10% of a Fund’s or Class’ outstanding shares entitled to vote, as specified in the By-Laws, or when ordered by the Trustees or the President, the Secretary will call a special meeting of shareholders for the purpose of taking action upon any matter requiring the vote of the shareholders or upon any other matter as to which vote is deemed by the Trustees or the President to be necessary or desirable.
 
INVESTMENT STRATEGIES, POLICIES AND RISKS
 
Each Fund’s objectives, principal investment strategies, and principal risks are described in the prospectus of the Fund.  A summary of each of the investment strategies that are used by each Fund is set forth in Appendix A to Part I of this SAI.  Each Fund also has investment policies that limit or restrict its ability to engage in certain investment strategies.  These policies are set forth in Appendix B to Part I of this SAI.  Part II of this SAI provides more detailed descriptions of the investment strategies that may be used by the Funds and the related risks, including strategies that are not considered principal and therefore are not described in the prospectus.
 
PORTFOLIO TURNOVER
 
The following table reflects the portfolio turnover rate with respect to each Fund for the fiscal years ended September 30, 2009 and September 30, 2010.  Part II of this SAI provides additional information concerning portfolio turnover, including the methodology that is used to compute portfolio turnover rates.
 
Portfolio Turnover Rates
Fund
Fiscal Year Ended
September 30, 2009
Fiscal Year Ended
September 30, 2010
Total Return
 53%
40%
Value
 15%
21%
Blue Chip
 11%
19%
Growth & Income
 26%
25%
Global
141%
92%
Select Growth
120%
98%
Opportunity
  35%
40%
Special Situations
  55%
64%
International
  60%
32%
 
 
I-3
 
 
MANAGEMENT OF THE FUNDS
 
The First Investors Family of Funds share one common investment adviser, First Investors Management Company, Inc. (“FIMCO” or “Adviser”), and one common Board of Trustees.  Part II of the SAI contains additional information concerning FIMCO, the leadership structure and risk oversight responsibilities of the Board, additional information about each Trustee, any standing committees of the Board, and the Code of Ethics that has been adopted by the Board.
 
Set forth below is information about the Trustees and certain Officers of the Funds.  The information concerning each Trustee’s and Officer’s positions with the Funds and length of service includes positions and length of service with the predecessors of the Funds that were reorganized with and into the Funds on January 27, 2006.  Thus, for example, if a Trustee was a Trustee or Director of the predecessor Fund since January 1, 1999, the information below will state “Trustee since 1/1/1999.”  The address of each Trustee and Officer listed below is c/o First Investors Legal Department, 110 Wall Street, New York, NY 10005.
 
Trustees and Officers
INDEPENDENT TRUSTEES
Name and Date of Birth
 
 
Position(s) held with
Funds covered by this
SAI and Length of
Service*
Principal Occupation(s)
During Past 5 Years
 
  Number of
Portfolios
in Fund
Complex
Overseen
Other
Trusteeships/ Directorships
Held
Charles R. Barton, III
3/1/65
Trustee since 1/1/2006
Chief Operating Officer since 2007, Board Director since 1989 and Trustee since 1994 of The Barton Group/Barton Mines Corporation (mining and industrial abrasives distribution); and President of Noe Pierson Corporation (land holding and management service provider) since 2004.
 38
None
Stefan L. Geiringer
11/13/34
Trustee since 1/1/2006
President and Owner of SLG Energy LLC (energy consulting) since  2010; Co-founder and Senior Vice President of Real Time Energy Solutions, Inc. since 2005; and President and Owner of SLG, Inc. (energy consulting) since 2003.
 38
None
Robert M. Grohol
1/16/32
Trustee since 6/30/2000
and Chairman since
1/1/2010
None/Retired.
 38
None
Arthur M. Scutro, Jr.
1/9/41
Trustee since 1/1/2006
None/Retired.
 38
None
Mark R. Ward
11/3/52
Trustee since 1/1/2010
Self employed, Consultant  since 2008; Senior Partner, Ernst & Young, LLP, Leader, Mid-Atlantic Asset Management Practice (2003-2007).
 38
None
 
 
 
I-4
 
 
 

 
INTERESTED TRUSTEES
Name and Date of Birth
Position(s) held with
Funds covered by this
SAI and Length of
Service*
Principal Occupation(s)
During Past 5 Years
Number of Portfolios
in Fund
Complex
Overseen
Other
Trusteeships/ Directorships
Held
Christopher H. Pinkerton**
1/27/58
Trustee and President since 1/19/2011
President and Director of First Investors Consolidated Corporation, First Investors Management Company, Inc. and Administrative Data Management Corp. since 1/19/2011; Chairman and Director of First Investors Corporation since 1/19/2001; Director of First Investors Life Insurance Company since 1/19/2011; President, US Division, The Independent Order of Foresters, Chairman, Foresters Equity Services (broker-dealer), Chairman, Foresters Financial Partners (independent marketing organization) since 2005; Senior Vice President, Foresters North American Sales and Marketing (2005-2007); President and CEO, USAllianz Investor Services (variable insurance); and Chairman, President and CEO, USAllianz Investment Advisor (investment adviser) (1999-2005).
38
None
* Each Trustee serves for an indefinite term until his or her successor is elected and duly qualified, or until his or her death, resignation or removal as provided in the Trust’s organizational documents or by statute.
** Effective January 19, 2011, Mr. Pinkerton became a Trustee of the Funds.  He is an interested Trustee because he is an officer of the Adviser.

 
 
I-5
 
 
OFFICERS WHO ARE NOT TRUSTEES
Name and Date of Birth
Position(s) held with
Funds covered by this
SAI and Length of
Service*
Principal Occupation(s) During Past 5 Years
Joseph I. Benedek 8/2/57
Treasurer since 1988
Treasurer and Principal Accounting Officer of First Investors Management Company, Inc.
 
Mary Carty 11/11/50
Secretary since 11/19/2010
Assistant Counsel of First Investors Management Company, Inc., since 2010.  Special Counsel and Associate at Willkie Farr & Gallagher LLP (1998-2009).
 
Marc Milgram 6/9/57
Chief Compliance Officer since 11/22/2010
Investment Compliance Manager of First Investors Management Company, Inc. since 2009; First Investors Federal Savings Bank, President since 2000, Treasurer since 1987 and Director since 2004; First Investors Corporation, Vice President (2008-2009); Administrative Data Management Corp., Vice President (2008-2009); and First Investors Name Saver, Inc. f/k/a School Financial Management Services, Inc., Treasurer since 1992 and Director (1992-2007).
    * Officers are elected and appointed by the Board for one-year terms.
 
 
I-6 
 
 

Trustee Ownership of First Investors Funds
As of December 31, 2010
 
INDEPENDENT TRUSTEES
Trustee
 
 
Funds covered by this SAI
 
 
Dollar Range of Ownership of
Funds covered by this SAI
 
Aggregate Dollar Range of
Equity Securities – all
Registered Investment
Companies overseen by
Trustee in First Investors
Family of Funds†
Charles R. Barton, III
Select Growth Fund
$10,001-$50,000 $50,001-$100,000
Global Fund
$10,001-$50,000
Opportunity Fund
$10,001-$50,000
International Fund
$10,001-$50,000
Stefan L. Geiringer
None
None
None
Robert M. Grohol
Select Growth Fund
$50,001-$100,000
Over $100,000
Value Fund
$10,001-$50,000
Opportunity Fund
$10,001-$50,000
Arthur M. Scutro, Jr.
Total Return Fund
$10,001-$50,000 $50,001-$100,000
Mark R. Ward
None
None
None
 
INTERESTED TRUSTEES
Trustee
Funds covered by this SAI
Dollar Range of
Ownership of Funds
covered by this SAI
 
Aggregate Dollar Range of
Equity Securities – all
Registered Investment
Companies overseen by
Trustee in First Investors
Family of Funds†
Christopher H. Pinkerton
None
None
None
 
As of January 14, 2011, the Trustees and Officers, as a group, owned less than 1% of either Class A or Class B shares of each Fund.
 
 
 
I-7
 
 
Compensation of Trustees
 
The following table lists compensation paid to the Trustees of the Trust for the fiscal year ended September 30, 2010.
 
Trustee
Aggregate
Compensation From
Equity Funds
Total Compensation from First Investors
Family of Funds Paid to Trustees†
Christopher H. Pinkerton1
         $0          $0
Charles R. Barton, III
$29,148 $63,850
Stefan L. Geiringer
$29,148 $63,850
Robert M. Grohol
$31,259 $68,474
Arthur M. Scutro, Jr.
$30,404 $66,601
Mark R. Ward
$21,821 $47,800
1. Compensation to Officers and Interested Trustees of the Funds is paid by the Adviser.
† The First Investors Family of Funds consists of 4 registered investment companies with 38 series funds.
 
No pension or retirement benefits are proposed to be paid under any existing plan to any Trustee by any Fund, any of its subsidiaries or any other investment companies in the First Investors Family of Funds.
 

 
I-8
 
 

INVESTMENT ADVISORY SERVICES AND FEES
 
Part II of this SAI describes the terms of the Trust’s Advisory Agreement with FIMCO and the respective responsibilities of the Funds and FIMCO under the Agreement.  It also describes the Subadvisory Agreement of any Fund which has a subadviser.
 
Set forth below are the methods for calculating the current advisory fee paid by each Fund, the fee schedule for each Fund in tabular form, and the actual fees paid and fees waived for each Fund for the past three fiscal years.  The fee is accrued daily by each Fund covered by this SAI, based on the Fund’s net assets, and is allocated daily to each Fund’s Class A shares and Class B shares based on the net assets of that class of shares in relation to the net assets of the Fund as a whole.  The fees waived reflect fee schedules that were in effect during the relevant periods shown.  Information about subadvisory fees is also included for any Fund which has a subadviser.
 
Under the Advisory Agreement, each Fund is obligated to pay the Adviser an annual fee, paid monthly, according to the following schedules:
 
Total Return, Value, Blue Chip, Growth & Income, Select Growth and Opportunity Funds: 
 
Average Daily Net Assets
  Annual Rate 
Up to $300 million                                                                                              
    0.75 %
In excess of $300 million up to $500 million                                                                                              
    0.72 %
In excess of $500 million up to $750 million                                                                                              
    0.69 %
In excess of $750 million up to $1.25 billion                                                                                              
    0.66 %
In excess of $1.25 billion up to $1.75 billion                                                                                              
    0.64 %
In excess of $1.75 billion up to $2.25 billion                                                                                              
    0.62 %
Over $2.25 billion                                                                                              
    0.60 %

Special Situations Fund:
 
  
Average Daily Net Assets
  Annual Rate 
Up to $200 million                                                                                              
    1.00 %
In excess of $200 million up to $500 million                                                                                              
    0.75 %
In excess of $500 million up to $750 million                                                                                              
    0.72 %
In excess of  $750 million up to $1 billion                                                                                              
    0.69 %
In excess of $1.0 billion up to $1.5 billion                                                                                              
    0.66 %
Over $1.5 billion                                                                                              
    0.64 %

Global and International Funds:
 
  
Average Daily Net Assets
  Annual Rate 
Up to $300 million                                                                                              
    0.98 %
In excess of $300 million up to $600 million                                                                                              
    0.95 %
In excess of $600 million up to $1 billion                                                                                              
    0.92 %
In excess of  $1 billion up to $1.5 billion                                                                                              
    0.90 %
Over $1.5 billion                                                                                              
    0.88 %

 
I-9
 
 
 
The following tables reflect the advisory fees paid and advisory fees waived with respect to each Fund for the fiscal years ended September 30, 2008, September 30, 2009 and September 30, 2010.
 
Fiscal Year Ended 9/30/08
Fund
Advisory Fees Paid
Advisory Fees Waived
Total Return
$2,738,997
  $0
 
Value
$2,935,004
  $0
 
Blue Chip
$3,672,747
  $0
 
Growth & Income
$5,613,699
  $0
 
Global
$3,101,469
 
$89,484
 
Select Growth
$1,926,635
 
$0
 
Opportunity
$3,579,637
 
$0
 
Special Situations
$2,729,537
 
$354,279
 
International
$1,195,267
 
$0
 

Fiscal Year Ended 9/30/09
Fund
Advisory Fees Paid
Advisory Fees Waived
Total Return
$2,184,695
  $0
 
Value
$2,079,083
  $0
 
Blue Chip
$2,460,974
  $0
 
Growth & Income
$3,773,136
  $0
 
Global
$2,038,868
 
$62,416
 
Select Growth
$1,253,367
 
$0
 
Opportunity
$2,312,489
 
$0
 
Special Situations
$2,075,637
 
$383,757
 
International
$884,574
 
$0
 

Fiscal Year Ended 9/30/10
Fund
Advisory Fees Paid
Advisory Fees Waived
Total Return
$2,671,189
  $0
 
Value
$2,508,075
 
$0
 
Blue Chip
$2,857,343
 
$0
 
Growth & Income
$4,661,337
 
$0
 
Global
$2,582,274
 
$79,049
 
Select Growth
$1,396,061
 
$0
 
Opportunity
$2,987,526
 
$0
 
Special Situations
$2,515,255
 
$365,650
 
International
$1,181,488
 
$0
 

 
I-10 
 
For each Fund that is managed by a subadviser, the Adviser is responsible for paying the subadviser a fee, in accordance with a schedule that is described below, based on the amount of the Fund’s daily net assets that is managed by the subadviser.  Cash that a subadviser does not invest is generally invested by the Adviser in the First Investors Cash Reserve Fund, an unregistered money market fund managed by the Adviser.  For purposes of calculating the fee to be paid to each subadviser, any daily cash balance that is invested by the Adviser is excluded from the Fund’s daily net assets.
 
Pursuant to a Subadvisory Agreement, the Adviser has undertaken to pay Wellington Management Company, LLP (“Wellington Management”) an annual subadvisory fee, paid monthly, according to the following schedule:
 

Global Fund
Average Daily Net Assets
Annual Rate
Up to $50 million
0.400%
In excess of $50 million up to $150 million
0.275%
In excess of $150 million up to $500 million
0.225%
Over $500 million
0.200%
 
Pursuant to a Subadvisory Agreement, the Adviser has undertaken to pay Paradigm Capital Management, Inc. (“Paradigm Capital Management”) an annual subadvisory fee, paid monthly, according to the following schedule:
 
Special Situations Fund
 
1.
The daily net assets of the Special Situations Fund and First Investors Life Series Discovery Fund, a series of First Investors Life Series Fund, shall first be added together;
   
2.
An aggregate fee shall then be computed on the sum as if the two Funds were combined using the following schedule:
   
 
a.
0.40% of the first $50 million;
 
b.
0.30% of the next $200 million; and
 
c.
0.25% on the balance over $250 million.
   
3.
The fee payable under the Subadvisory Agreement shall then be computed by multiplying the aggregate fee by the ratio of the net assets of the Special Situations Fund to the sum of the net assets of both funds.
 
The balance of the aggregate fee will be paid pursuant to a separate subadvisory agreement among the Adviser, Paradigm Capital Management, and First Investors Life Series Funds.
 
With respect to only the Special Situations Fund, to the extent that the Adviser collects an advisory fee in excess of 75 basis points, the Adviser will also pay Paradigm Capital Management one-third of such excess amount.
 
Pursuant to a Subadvisory Agreement, the Adviser has undertaken to pay Vontobel Asset Management, Inc. (“Vontobel”) an annual subadvisory fee, paid monthly, according to the following schedule:
 
 
I-11 
 
 
 
International Fund
 
1.
The daily net assets of the International Fund shall be aggregated with the net assets (if any) of the First Investors Life Series International Fund, a series of First Investors Life Series Funds, that are being managed by Vontobel.
   
2.
An aggregate fee shall then be computed on the sum as if the two Funds were combined using the following schedule:
   
 
a.
0.50% of the first $100 million;
 
b.
0.35% of the next $100 million;
 
c.
0.30% of the next $800 million; and
 
d.
0.25% on the balance over $1 billion.
   
3.
The fee payable under the Subadvisory Agreement shall then be computed by multiplying the aggregate fee by the ratio of net assets of the International Fund to the sum of the net assets of both Funds that are being managed by Vontobel.
 
The balance of the aggregate fee will be paid pursuant to a separate subadvisory agreement among the Adviser, Vontobel and First Investors Life Series Funds.
 
Pursuant to a Subadvisory Agreement, the Adviser has undertaken to pay Smith Asset Management Group, L.P. (“Smith”) an annual subadvisory fee, paid monthly, according to the following schedule:
 
 
Select Growth Fund

1.
The daily net assets of the Select Growth Fund shall be aggregated with the net assets (if any) of the First Investors Life Series Select Growth Fund, a series of First Investors Life Series Funds, that are being managed by Smith.
   
2.
An aggregate fee shall then be computed on the sum as if the two Funds were combined using the following schedule:
   
 
a.
0.40% of the first $50 million;
 
b.
0.30% of the next $200 million and
 
c.
0.25% on all balances over $250 million.
   
3.
The fee payable under the Subadvisory Agreement shall then be computed by multiplying the aggregate fee by the ratio of net assets of the Select Growth Fund to the sum of the net assets of both Funds that are being managed by Smith.
 
The balance of the aggregate fee will be paid pursuant to a separate subadvisory agreement among the Adviser, Smith and First Investors Life Series Funds.
 
The following table reflects subadvisory fees paid by the Adviser with respect to each Fund listed for the fiscal years ended September 30, 2008, September 30, 2009 and September 30, 2010.
 
Subadvisory Fees Paid
Fund
Fiscal Year Ended
September 30, 2008
Fiscal Year Ended
September 30, 2009
Fiscal Year Ended
September 30, 2010
Select Growth
$784,121
$537,934
$601,086
Global
$829,120
$579,733
$713,930
Special Situations
$859,943
$636,129
$805,055
International
$459,510
$378,266
$490,627

 
I-12 
 

PORTFOLIO MANAGERS
 
The following provides certain information for the portfolio managers of the Adviser who have responsibility for the daily management of some Funds.  In addition, Wellington Management, Paradigm Capital Management, Vontobel and Smith have provided information below regarding their portfolio managers.
 
A.   Other Accounts Managed by Portfolio Managers for Fiscal Year Ended September 30, 2010
 
Name of Portfolio Manager and Fund(s) Covered by this SAI
Other Accounts
Managed
Number of
Other
Accounts
Total Assets
of Other
Accounts
(in millions)
Number of
Accounts which
Advisory Fee is
Based on
Account
Performance
Total Assets in
the Accounts
which Advisory
Fee is Based on
Account
Performance
(in millions)
FIMCO’s Portfolio Managers:
Edwin D. Miska:
 
Total Return
Growth & Income
Opportunity
Other Registered Investment Companies
1
$187.4
0
$0
Other Pooled Investment Vehicles
1
$20.1
0
$0
Other Accounts
1
$31.4
0
$0
Clark Wagner:
 
Total Return
Other Registered Investment Companies
20
$2,399.1
0
$0
Other Pooled Investment Vehicles
1
$20.1
0
$0
Other Accounts
2
$328.3
0
$0
Steven S. Hill:
 
Opportunity
Other Registered Investment Companies
0
$0
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
0
$0
0
$0
Matthew S. Wright:
 
Blue Chip Value
Other Registered Investment Companies
2
$182.1
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
0
$0
0
$0
Sean Reidy:
 
 
Growth & Income
Other Registered Investment Companies
1
$187.4
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
0
$0
0
$0

Wellington Management’s Portfolio Managers:
Matthew E. Megargel:
 
Global
Other Registered Investment Companies
4
$208.2
0
$0
Other Pooled Investment Vehicles
2
$20.2
0
$0
Other Accounts
4
$458.7
2
$273.8
Jeffrey L. Kripke:
 
Global
Other Registered Investment Companies
7
$943.1
0
$0
Other Pooled Investment Vehicles
2
$21.5
0
$0
Other Accounts
3
$307.3
1
$125.6
 
 
I-13
 
 
Wellington Management’s Portfolio Managers:
Francis J. Boggan:
 
Global
Other Registered Investment Companies
6
$495.6
0
$0
Other Pooled Investment Vehicles
8
$537.5
0
$0
Other Accounts
20
$1,821.6
2
$397.2
Nicolas M. Choumenkovitch:
 
Global
Other Registered Investment Companies
5
$3,384.5
0
$0
Other Pooled Investment Vehicles
6
$445.0
0
$0
Other Accounts
17
$3,296.7
3
$884.8
Tara Connolly Stilwell:
 
Global
Other Registered Investment Companies
5
$3,384.5
0
$0
Other Pooled Investment Vehicles
6
$445.0
0
$0
Other Accounts
17
$3,296.7
3
$884.8
 
Paradigm Capital Management’s Portfolio Managers:
Jonathan S. Vyorst:
 
Special Situations
Other Registered Investment Companies
4
$317.7
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
101
$379.4
0
$0
Jason V. Ronovech:
 
Special Situations
Other Registered Investment Companies
4
$319.0
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
19
$328.5
0
$0

Vontobel’s Portfolio Manager:
Rajiv Jain:
 
International
Other Registered Investment Companies
5
$2,245.0
0
$0
Other Pooled Investment Vehicles
15
$3,829.0
1
$4
Other Accounts
13
$2,956.0
1
$355

Smith’s Portfolio Managers:
Stephen S. Smith:
 
Select Growth
Other Registered Investment Companies
4
$116.6
1
$98.9
Other Pooled Investment Vehicles
4
$18.2
0
$0
Other Accounts
233
$1,864.3
0
$0
John D. Brim:
 
Select Growth
Other Registered Investment Companies
4
$116.6
1
$98.9
Other Pooled Investment Vehicles
4
$18.2
0
$0
Other Accounts
233
$1,864.3
0
$0
Eivind Olsen:
 
Select Growth
Other Registered Investment Companies
4
$116.6
1
$98.9
Other Pooled Investment Vehicles
4
$18.2
0
$0
Other Accounts
233
$1,864.3
0
$0
 
 
I-14 
 
 
B.   Potential Conflicts of Interest in Other Managed Accounts for Fiscal Year Ended September 30, 2010
 
FIMCO’s Portfolio Managers:
 
Each of the FIMCO portfolio managers (except for Mr. Hill, the co-portfolio manager of the Opportunity Fund) manages at least one First Investors mutual fund in addition to the Fund or Funds that are covered by this SAI.  In many cases, these other First Investors Funds are managed similarly to the Funds that are shown in this SAI, except to the extent required by differences in cash flow, investment policy, or law.  Mr. Miska participates in the day-to-day management of First Investors profit sharing plan and FIMCO’s own investment account.  Mr. Wagner also participates in the day-to-day management of the First Investors profit sharing plan, the general account of our life insurance company affiliate and FIMCO’s own investment account.  Portions of these non-fund accounts may be managed similarly to one or more of the Funds covered by this SAI.
 
The side-by-side management of two or more First Investors Funds or non-fund accounts presents a variety of potential conflicts of interest.  For example, the portfolio manager may purchase or sell securities for one portfolio and not another portfolio, and the performance of securities purchased for one portfolio may vary from the performance of securities purchased for other portfolios.  A FIMCO portfolio manager may also want to buy the same security for two Funds that he manages or a Fund and a non-fund account. In some cases, there may not be sufficient amounts of the security available (for example, in the case of a hot initial public offering (“IPO”) or new bond offering) to cover the needs of all of the accounts managed by a FIMCO portfolio manager or the buying activity of the accounts could affect the market value of the security.  Similar potential conflicts could arise when two or more Funds or non-fund accounts managed by the same portfolio manager or managers want to sell the same security at the same time.  Finally, a portfolio manager may want to sell a security that is held by a Fund or non-fund account and at the same time buy the same security for another one of his accounts.  This could occur even if the accounts were managed similarly because, for example, the two accounts have different cash flows.
 
FIMCO has adopted a variety of policies and procedures to address these potential conflicts of interest and to ensure that each Fund and non-fund account is treated fairly.  For example, FIMCO has adopted policies for bunching and allocating trades when two or more Funds or non-fund accounts wish to buy or sell the same security at the same time.  These policies prescribe the procedures for placing orders in such circumstances, determining allocations in the event that such orders cannot be fully executed, and determining the price to be paid or received by each account in the event that orders are executed in stages.  FIMCO has also adopted special policies that address investments in IPOs and new bond offerings, the side-by-side management of Funds and the non-fund accounts, and internal crosses between FIMCO-managed accounts that are effected under Rule 17a-7 of the Investment Company Act.  FIMCO’s Investment Compliance Manager also conducts reviews of trading activity to monitor for compliance with these policies and procedures.  FIMCO has also adopted a Code of Ethics restricting the personal securities trading and conduct of portfolio managers of the Funds.
 
Wellington Management’s Portfolio Managers:
 
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Global Fund’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the Global Fund (“Investment Professionals”) generally manage accounts in several different investment styles.  These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Global Fund. The Investment Professionals make investment decisions for each account, including the Global Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account.  Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts.  Alternatively, these accounts may be managed in a similar fashion to the Global Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the Global Fund.
 
An Investment Professional or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Global Fund, or make investment decisions that are similar to those made for the Global Fund, both of which have the potential to adversely impact the Global Fund depending on market conditions. For example, an Investment Professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, an Investment Professional may purchase the same security for the Global Fund and one
 
 
I-15
 
 
or more other accounts at or about the same time.  In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Global Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Global Fund.  Because incentive payments paid by Wellington Management to the Investment Professionals are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Investment Professional.  Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.
 
Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients.  Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients.  In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts.  Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.
 
Paradigm Capital Management’s Portfolio Managers:
 
Each of Paradigm Capital Management’s portfolio managers also manages one other First Investors mutual fund other than the Fund covered by this SAI, other mutual funds, and multiple institutional accounts.  The other First Investors mutual fund is managed similarly to the Fund that is covered by this SAI, except to the extent required by differences in cash flow, investment policy or law.  The side-by-side management of First Investors Funds and the other accounts presents a variety of potential conflicts of interest.  For example, the portfolio managers may purchase or sell securities for one portfolio and not another portfolio, and the performance of securities purchased for one portfolio may vary from the performance of securities purchased for other portfolios.  The portfolio managers may also want to buy the same security for two Funds that they manage or a fund and a non-fund account.  In some cases, there may not be sufficient amounts of the securities available to cover the needs of all the accounts managed by Paradigm Capital Management.
 
Paradigm Capital Management’s goal is to treat all clients fairly and provide high quality investment services.  Paradigm Capital Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts.  Paradigm Capital Management utilizes a pro-rata allocation methodology for the purchase and sale of securities common to more than one portfolio.  An exception to the pro-rata allocation methodology can be made for tax considerations and specific client mandates, including directed brokerage specifications.
 
Vontobel’s Portfolio Manager:
 
Vontobel’s portfolio manager is responsible for the day-to-day management of one other First Investors mutual fund other than the Fund covered by this SAI, other mutual funds, multiple pooled vehicles and institutional accounts.  The portfolio manager has a team of analysts that conduct screening of companies that must meet Vontobel’s strict investment criteria.  This screening process yields an investment universe from which each portfolio that Vontobel manages is built.  The side-by-side management of First Investors Funds and other accounts presents a variety of potential conflicts of interest.  For example, the portfolio manager may purchase or sell securities for one portfolio and not another portfolio.  The performance of securities within one portfolio may differ from the performance of securities in another portfolio.  In some cases, there may not be a sufficient amount of securities available to fulfill the complete allocation of said securities amongst all client accounts.
 
It is the goal of Vontobel, as a fiduciary, to treat all clients in a fair and equitable manner.  Vontobel has designed policies and procedures, including policies and procedures for brokerage and trade allocation.  Vontobel believes that the policies and procedures it has implemented are reasonably designed to detect and remedy the types of conflicts associated with managing multiple portfolios.
 
 
I-16
 
 
Smith’s Portfolio Managers:
 
Smith’s portfolio managers are responsible for the day-to-day management of one other First Investors mutual fund other than the Fund covered by this SAI, other mutual funds, multiple pooled vehicles and multiple institutional accounts.  Potential conflicts of interest may be presented in connection with the portfolio manager’s management of the Fund’s investments, on one hand, and the investments of other accounts, on the other, such as conflicts of interest related to the aggregation of trades, the allocation of investment opportunities, contrary client positions and employee securities trading.  Smith has established written policies and procedures relating to its investment management and trading practices that are designed to ensure that such conflicts are addressed appropriately and that clients are treated fairly.  On occasion, employees of Smith may purchase or sell, for their own accounts, securities also invested in by clients or recommended to clients.  Smith maintains a code of ethics that is designed to prevent the conflicts of interest presented by employees personal securities transactions.
 
C.    Structure of Portfolio Managers Compensation for Fiscal Year Ended September 30, 2010
 
FIMCO’s Portfolio Managers:
 
Each FIMCO portfolio manager of each Fund covered by this SAI receives a salary.  Each portfolio manager also receives a bonus with respect to each Fund that he manages if the Fund’s performance ranks in the middle quintile or higher of the funds in its selected Lipper Peer Group as of the end of the calendar year.  The rate of the bonus (in basis points) increases in steps as the Fund’s performance ranking increases within the Fund’s selected Lipper Peer Group.  A portion of the bonus is dependent on other performance factors, including the portfolio manager’s compliance record.  The amount of the bonus is computed by multiplying the applicable bonus rate by the average net management fee received by FIMCO for managing the Fund during the year.  In the case of a Fund that has more than one portfolio manager, the bonus may be shared.  In addition to the bonuses that they may receive on the Funds that they manage, FIMCO’s Directors of Equity and Fixed Income are also entitled to receive a percentage of any bonus that is earned by a portfolio manager who reports to them. All bonuses (including those earned by the Directors of Equities and Fixed Income) are paid as follows:  one-third of the bonus is paid within the first quarter of the following year and the remaining amount is invested in the Fund and then paid in two installments over the next two years.  In the case of each bonus installment, the portfolio manager must remain actively employed by FIMCO and be in good standing with FIMCO until each installment is paid; otherwise the installment is forfeited.   Each portfolio manager is also entitled to participate on the same basis as other employees in the profit sharing plan that is offered by FIMCO’s parent company.  The amount that is contributed to this plan is determined in the sole discretion of the parent company based upon the overall profitability of FIMCO and its affiliates from all lines of business.  The profitability of FIMCO is an important factor in determining the amount of this contribution.
 
The following chart shows each Fund’s Lipper Peer Group for purposes of determining each portfolio manager’s bonus for the fiscal year end September 30, 2010.
 
Fund
Lipper Peer Group
Total Return
Lipper Mixed Asset Target Allocation-Moderate Funds
Value
Lipper Equity Income Funds
Blue Chip
Lipper Large-Cap Core Funds
Growth & Income
Lipper Multi-Cap Core Funds
Opportunity
Lipper Mid-Cap Core Funds
 
 
 
I-17
 
 
In addition to managing the Fund covered by this SAI and other First Investors Funds, Mr. Wagner is also primarily responsible for managing the fixed income investments in the company’s own profit sharing plan and the investment accounts of FIMCO and its life insurance company affiliate (collectively, “the company’s proprietary accounts”).  In addition to managing certain Funds covered by this SAI and other First Investors Funds, Mr. Miska is primarily responsible for managing the equity investments in the company’s profit sharing plan and the investment accounts of FIMCO.  Mr. Wagner and Mr. Miska do not receive any compensation (apart from their normal FIMCO salary and entitlement to participate on the same basis as other employees in the company’s profit sharing plan) for managing the investments of the proprietary accounts.  Nor do they receive any form of bonus for assisting in the management of the proprietary accounts.  Although Messrs. Wagner and Miska do not receive any compensation or bonus for managing the company’s proprietary accounts, as discussed above, they are participants in the Company’s profit sharing plan.  Moreover, the proprietary accounts invest in assets that are eligible investments for the Funds that Messrs. Wagner and Miska manage or oversee in their capacities as Directors of Fixed Income and Equities.  Thus, in theory, they could have an economic incentive to favor the proprietary accounts over the Funds in determining which investments to buy, sell or hold.  FIMCO monitors trading in the proprietary accounts to address such potential conflicts.
 
Wellington Management’s Portfolio Managers:
 
Wellington Management receives a fee based on the assets under management of the Global Fund as set forth in the Subadvisory Agreement between Wellington Management and FIMCO on behalf of the Global Fund.  Wellington Management pays its investment professionals out of its total revenues and other resources, including the advisory fees earned with respect to the Global Fund.  The following information relates to the fiscal year ended September 30, 2010.
 
Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients.  Wellington Management’s compensation of the Investment Professionals includes a base salary and incentive components.  The base salary for each Investment Professional who is a partner of Wellington Management is determined by the Managing Partners of the firm.  A partner’s base salary is generally a fixed amount that may change as a result of an annual review.  The base salary for the other Investment Professionals is determined by the Investment Professionals’ experience and performance in their roles as an Investment Professional.  Base salaries for Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of an Investment Professional’s manager, using guidelines established by Wellington Management's Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm.  Each Investment Professional is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Global Fund and generally each other account managed by such Investment Professional.  Each Investment Professional’s incentive payment relating to the Global Fund is linked to the gross pre-tax performance of the portion of the Global Fund compared to the benchmark index and/or peer group identified below over one- and three-year periods, with an emphasis on three-year results.  Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by the Investment Professionals, including accounts with performance fees.  Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year.  The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations.  Senior management at Wellington Management may reward individuals as it deems appropriate based on factors other than account performance.  Each partner of Wellington Management is eligible to participate in a partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula.  Messrs. Boggan, Choumenkovitch and Megargel are partners of the firm.
 
Fund
Benchmark Index and/or Peer Group
Global (US portion)
S&P 500 Index (Megargel, Kripke and Boggan)
Global (non-US portion)
MSCI World ex US Index (Choumenkovitch and Stilwell)

 
I-18
 
 
 
Paradigm Capital Management’s Portfolio Managers:
 
Messrs. Ronovech’s and Vyorst’s compensation, which is paid by Paradigm, for managing the Special Situations Fund, other investment companies, institutional accounts and/or high net worth accounts, consist of a base salary plus a discretionary bonus.  The discretionary bonus is based on a combination of their performance versus the benchmark, and their performance versus their peers.  In addition, Mr. Vyorst receives a fixed percentage of the fees earned for the high net worth assets he manages.
 
Mr. Ronovech and Mr. Vyorst also participate in Paradigm Capital Management’s Employee Stock Ownership Plan.  Under the Employee Stock Ownership Plan, each share increases in value as revenues grow.
 
Fund
Benchmark Index and/or Peer Group
Special Situations
Russell 2000 Index
 
Vontobel’s Portfolio Manager:
 
Mr. Jain’s compensation, which is paid by Vontobel, consists of a base salary plus a percentage share in the advisory fee revenue that the assets under management in his strategies generate.  A significant part of his revenue is deferred.
 
Smith’s Portfolio Managers:
 
Smith is paid a fee based on the assets under management as set forth in the Subadvisory Agreement between Smith and FIMCO on behalf of the Fund.  Smith pays its portfolio managers out of its total revenues and other resources, including fees earned as determined under the Subadvisory Agreement.
 
All Portfolio Managers receive a base salary plus a bonus that reflects his or her overall performance and contribution to Smith.  Performance is evaluated on several quantitative and qualitative criteria including quality of stock research, investment performance (which is based on multiple factors that Smith takes into consideration), client service, quantitative research, and marketing.  As a mechanism for retaining key personnel, Smith has an active program to distribute partnership shares to all key employees.
 
D.   Portfolio Manager Fund Ownership for Fiscal Year Ended September 30, 2010
 
FIMCO’s Portfolio Managers:
Name
Funds covered by this SAI
Dollar Range of Fund
Ownership (dollars)*
Edwin D. Miska
Total Return
$10,001-$50,000
Growth & Income
$50,001-$100,000
Opportunity
$10,001-$50,000
Clark Wagner
Total Return
$10,001-$50,000
Steven S. Hill
Opportunity
$100,001-$500,000
Matthew S. Wright
Value
$100,001-$500,000
Blue Chip
$10,001-$50,000
Sean Reidy
Growth & Income
None
* The amounts shown do not include any deferred bonuses earned by FIMCO’s Portfolio Managers that may have been invested in the Fund that they manage as further described under section “C. Structure of Portfolio Managers Compensation for Fiscal Year Ended September 30, 2010”.  The ownership ranges may have been higher for certain Funds if such bonuses were reflected in the chart.

I-19 
 
 
 
Wellington Management’s Portfolio Managers:
Name
Funds covered by this SAI
Dollar Range of Fund Ownership (dollars)
Matthew E. Megargel
Global
None
Francis J. Boggan
Global
None
Jeffrey L. Kripke
Global
None
Nicolas M. Choumenkovitch
Global
None
Tara Connolly Stilwell
Global
None

Paradigm Capital Management’s Portfolio Managers:
Name
Funds covered by this SAI
Dollar Range of Fund Ownership (dollars)
Jonathan S. Vyorst
Special Situations
None
Jason V. Ronovech
Special Situations
None

Vontobel’s Portfolio Manager:
Name
Funds covered by this SAI
Dollar Range of Fund Ownership (dollars)
Rajiv Jain
International
None

Smith’s Portfolio Managers:
Name
Funds covered by this SAI
Dollar Range of Fund Ownership (dollars)
Stephen S. Smith
Select Growth
None
John D. Brim
Select Growth
None
Eivind Olsen
Select Growth
None

 
I-20 
 
 

UNDERWRITER AND DEALERS
 
Part II of this SAI describes the Underwriting Agreement of each Fund that has an underwriting agreement with First Investors Corporation (“FIC”), the applicable sales charge on Class A shares expressed both as a percentage of the offering price and net amount invested, and the dealer concession that is paid by FIC to outside dealers expressed as a percentage of the offering price.
 
The following tables list the underwriting fees and other compensation paid to FIC during the fiscal years ended September 30, 2008, 2009 and 2010:
 
Fiscal Year Ended 9/30/08
Fund
Net
Underwriting
Discounts and
Commissions
Compensation on
Redemptions and
Repurchases
Brokerage
Commissions
Other
Compensation*
Total Return
$1,830,009
   $51,670  
N/A
N/A
Value
$1,984,291
   $42,075  
N/A
N/A
Blue Chip
$1,518,149
 
$47,314
 
N/A
N/A
Growth & Income
$3,888,104
 
$86,362
 
N/A
N/A
Global
$1,577,695
 
$10,264
 
N/A
N/A
Select Growth
$2,053,422
 
$66,744
 
N/A
N/A
Opportunity
$2,093,993
 
$56,895
 
N/A
N/A
Special Situations
$1,378,305
 
$18,487
 
N/A
N/A
International
$2,127,603
 
$11,663
 
N/A
N/A

Fiscal Year Ended 9/30/09
Fund
Net
Underwriting
Discounts and
Commissions
Compensation on
Redemptions and
Repurchases
Brokerage
Commissions
Other
Compensation*
Total Return
$1,736,860
   $29,393
 
N/A
N/A
Value
$1,638,058
 
  $31,932
 
N/A
N/A
Blue Chip
$1,395,859
 
  $26,089
 
N/A
N/A
Growth & Income
$2,936,450
 
  $47,187
 
N/A
N/A
Global
$1,066,108
 
$8,261
 
N/A
N/A
Select Growth
$1,172,506
 
$28,012
 
N/A
N/A
Opportunity
$1,744,862
 
$32,561
 
N/A
N/A
Special Situations
$4,277,110
 
  $12,077
 
N/A
N/A
International
$959,483
 
 $11,625
 
N/A
N/A
 
Fiscal Year Ended 9/30/10
Fund
Net
Underwriting
Discounts and
 Commissions
Compensation on
 Redemptions and Repurchases
Brokerage
Commissions
Other
Compensation*
Total Return
 $2,129,355    $26,213  
NA
NA
Value
$1,666,497
 
  $18,029
 
NA
NA
Blue Chip
$1,488,685
 
$22,396
 
NA
NA
Growth & Income
$3,169,687
 
$38,171
 
NA
NA
Global
$1,329,423
 
  $8,530  
NA
NA
Select Growth
 $1,096,541
 
$23,150
 
NA
NA
Opportunity
$2,049,634
 
$23,557
 
NA
NA
Special Situations
$1,245,824
 
$17,454
 
NA
NA
International
$971,642
 
  $7,152  
NA
NA
 
   *As shown in a separate chart, FIC may receive distribution fees (i.e., Rule 12b-1 fees) from each Fund covered by this SAI.
 
 
I-21 
 
DISTRIBUTION PLANS
 
 
Part II of this SAI describes the distribution plans of those Funds which have adopted such plans.  For the fiscal year ended September 30, 2010, the Funds paid the following in fees pursuant to their plans:
 
     Class A  
Fund
   Compensation to
   Underwriter
  Compensation to
Dealers
Compensation to
Sales Personnel
Total
Distribution Plan
Fees Paid
Total Return
$433,993  $28,350 $557,495 $1,019,838
Value
$411,653  $31,727 $528,831 $972,211
Blue Chip
$501,564  $30,655  $571,570 $1,103,789
Growth & Income
$792,431  $47,336 $996,395 $1,836,162
Global
$361,540  $14,826 $393,474 $769,840
Select Growth
 $227,691  $11,090 $291,847 $530,628
Opportunity
$487,919  $35,882 $618,198 $1,141,999
Special Situations
$337,644  $31,095 $412,867 $781,606
International
$152,147  $4,018 $195,031 $351,196

   Class B  
Fund
Compensation to
Underwriter
  Compensation to
Dealers
Compensation to
Sales Personnel
Total
Distribution Plan
Fees Paid
Total Return
$127,517  $4,639 $53,367 $185,523
Value
$80,458  $3,082 $34,194 $117,734
Blue Chip
$112,301  $7,970 $43,979 $164,250
Growth & Income
$190,810  $9,346 $87,039 $287,195
Global
$40,177  $3,204 $25,460 $68,841
Select Growth
$62,001  $3,612 $27,040 $92,653
Opportunity
$147,754  $7,698 $62,226 $217,678
Special Situations
 $53,637  $3,153 $24,862 $81,652
International
$18,788  $434 $15,724 $34,946


I-22
 
 
 

ALLOCATION OF PORTFOLIO BROKERAGE
 
 
Part II of this SAI describes the brokerage allocation policies of the First Investors Funds.  Set forth below are tables containing information concerning the commissions paid by the Funds for the prior three fiscal years as well as any investments that they have made in their regular broker-dealers (or their parent companies) during the past fiscal year.  In addition, the amounts listed below under “Commissions Paid for Research Services” and “Transactions for Which Commissions Paid for Research Services” include only commissions paid for third-party research.  The Funds also direct commissions to full service broker-dealers that offer proprietary research on a “bundled” basis.  The amounts paid to full-service broker-dealers are included below under “Total Commissions Paid” but are not reflected in the other two columns.
           
Commissions Paid Fiscal Year Ended 9/30/08
Fund
Total Commissions Paid
   Commissions Paid for
   Research Services
Transactions for Which Commissions Paid for
Research Services
Total Return
 $179,054 $103,548 $60,458,385
Value
 $231,394 $135,107 $73,623,191
Blue Chip
 $141,880 $83,340 $60,988,834
Growth & Income
 $641,064 $367,751 $218,561,444
Global
 $584,895 $50,142 $65,099,853
Select Growth
 $404,615 $393,218 $502,925,940
Opportunity
 $608,565 $329,632 $188,442,907
Special Situations*
 $358,743 $0 $0
International
 $404,197 $32,394 $26,359,562
* The Trustees authorized the Fund’s subadviser, Paradigm Capital Management, to pay commissions generated by the Special Situations Fund to an affiliated broker-dealer, CL King & Associates (“CL King”) in accordance with procedures adopted by the Special Situations Fund pursuant to Rule 17e-1 of the 1940 Act.  During the fiscal year ended September 30, 2008, the Special Situations Fund: (i) paid $151,122 to CL King, representing 42.13% of its Total Commissions Paid; and (ii) engaged in transactions with CL King valued at $150,243,094, representing 50.95% of its aggregate transactions.

Commissions Paid Fiscal Year Ended 9/30/09
Fund
Total Commissions Paid
    Commissions Paid for
   Research Services
Transactions for Which Commissions Paid for Research Services
Total Return
 $212,387 $160,155 $73,286,751
Value
 $165,493 $105,924 $49,772,631
Blue Chip
 $137,713 $94,444 $53,434,000
Growth & Income
 $526,943 $386,126 $180,038,696
Global
 $490,016 $31,788 $9,617,275
Select Growth
 $419,307 $139,769 $406,748,393
Opportunity
 $486,993 $363,050 $158,499,684
Special Situations*
 $415,447 $0 $0
International
 $196,717 $38,091 $23,948,199
* The Trustees authorized the Fund’s subadviser, Paradigm Capital Management, to pay commissions generated by the Special Situations Fund to an affiliated broker-dealer, CL King & Associates (“CL King”) in accordance with procedures adopted by the Special Situations Fund pursuant to Rule 17e-1 of the 1940 Act.  During the fiscal year ended September 30, 2009, the Special Situations Fund: (i) paid $147,953 to CL King, representing 35.61% of its Total Commissions Paid; and (ii) engaged in transactions with CL King valued at $109,058,517, representing 44.47% of its aggregate transactions.
 
 
I-23
 
 

Commissions Paid Fiscal Year Ended 9/30/10
Fund
Total Commissions Paid
Commissions Paid for
Research Services
Transactions for Which Commissions Paid for
Research Services
Total Return
$256,311 $153,452 $74,233,870
Value
$222,501 $118,442 $67,174,841
Blue Chip
$242,197 $170,211 $99,860,179
Growth & Income
$647,320
$441,147
$214,130,706
Global
$381,990 $26,046 $33,284,907
Select Growth
$284,499 $94,833 $361,724,302
Opportunity
$669,038 $435,792 $194,302,084
Special Situations*
$454,707 $0 $0
International
$131,473 $43,539 $25,862,942
* The Trustees authorized the Fund’s subadviser, Paradigm Capital Management, to pay commissions generated by the Special Situations Fund to an affiliated broker-dealer, CL King & Associates (“CL King”) in accordance with procedures adopted by the Special Situations Fund pursuant to Rule 17e-1 of the 1940 Act.  During the fiscal year ended September 30, 2010, the Special Situations Fund: (i) paid $85,839 to CL King, representing 18.88% of its Total Commissions Paid; and (ii) engaged in transactions with CL King valued at $69,273,644, representing 20.55% of its aggregate transactions.
 
 
I-24
 
 

Ownership of Regular Broker-Dealers and/or their Parent Companies during the Past Fiscal Year
Fund
Broker-Dealer
Parent Co.
9/30/10 Market Value
Total Return:
Barclays Bank PLC
  $1,083,159
Citigroup, Inc.
  $2,137,466
Goldman Sachs Group, Inc.
  $1,006,082
JPMorgan Chase & Co.
  $3,572,557
Merrill Lynch & Co., Inc.
Bank of America
$1,065,999
Morgan Stanley
  $2,452,219
UBS AG
  $1,133,171
Wells Fargo & Company
  $2,040,349
Value:
Bank of America Corporation
  $1,715,929
Bank of New York Mellon Corp.
  $2,553,633
JPMorgan Chase & Co.
  $3,925,017
Morgan Stanley
  $1,567,180
Wells Fargo & Company
  $2,588,390
Blue Chip:
Bank of America Corporation
  $2,231,794
Bank of New York Mellon Corp.
  $3,856,448
JPMorgan Chase & Co.
  $6,611,541
Morgan Stanley
  $2,087,928
Wells Fargo & Company
  $2,676,345
Growth & Income:
JPMorgan Chase & Co.
  $6,588,470
Morgan Stanley
  $4,090,710
Wells Fargo & Company
  $2,775,609
Global:
Bank of America Corporation
  $631,443
Barclays PLC
  $2,039,046
Goldman Sachs
  $1,411,101
JPMorgan Chase & Co.
  $1,238,036
UBS AG
  $6,392,003
Wells Fargo & Company
  $2,962,199
Select Growth:
None
  $0
Opportunity:
None
  $0
Special Situations:
Knight Capital Group, Inc.
  $4,296,852
International:
None
  $0


I-25
 
 
 

ADDITIONAL INFORMATION CONCERNING PURCHASES, REDEMPTIONS,
PRICING AND SHAREHOLDER SERVICES
 
Additional information concerning purchases, redemptions, pricing and shareholder services is set forth in Part II of this SAI.  This information does not repeat information already discussed in the applicable Fund prospectus.  Additional information concerning the determination of Net Asset Value (“NAV”) is also set forth in Part II of this SAI.
 
TAX INFORMATION
 
Information concerning tax laws applicable to the Funds is set forth in Part II of this SAI.
 
BENEFICIAL OWNERSHIP INFORMATION
 
As of January 14, 2011, no shareholders owned of record or beneficially owned 5% or more of the outstanding Class A or Class B shares of any Fund covered by this SAI.
 
FINANCIAL STATEMENTS
 
The Funds incorporate by reference the financial statements and reports of an independent registered public accounting firm contained in the annual reports to shareholders for the fiscal year ended September 30, 2010.
 

I-26
 
 
 

APPENDIX A                                
INVESTMENT STRATEGIES USED BY THE FIRST INVESTORS EQUITY FUNDS
 
The investment strategies that may be used by each Fund, including strategies to invest in particular types of securities or financial instruments, are listed below. The investment strategies that each Fund currently uses or currently anticipates using are noted by a check (ü) mark.  The investment strategies that each Fund does not currently anticipate using are noted by a dash (─) mark.  These notations only represent the current intentions of the Funds with respect to using the checked investment strategies.  Each Fund may engage in any of the investment strategies listed, even if it has no current intention to do so as noted, as long as there is no specific investment policy prohibiting the Fund from engaging in the strategy. Each Fund also reserves the right to alter its investment strategies or to use other strategies to the extent permitted by its investment policies and applicable regulatory requirements.  The investment policies of each Fund are set forth in its prospectus and Appendix B of this SAI.  The investment strategies listed below, and their associated risks, are described in Part II of this SAI.
 
Total Return Fund
ü Fund uses or currently
anticipates using
─ Fund does not currently
anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
ü
  
Convertible Debt Securities
─
  
High Yield Securities
ü
  
Mortgage-Backed Securities
ü
  
Other Asset-Backed Securities
ü
  
Municipal Securities
ü
  
Syndicated Bank Loans
─
  
U.S. Government Securities
ü
  
Variable and Floating Rate Securities
ü
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
─
  
Foreign Securities Traded in Emerging Markets
─
  
Foreign Currency
─
  
Derivatives
─
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
─
  
Futures
─
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
ü
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.
 
I-A-1
 
 
 


Value Fund
ü Fund uses or currently
anticipates using
─ Fund does not currently
anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments *
ü
  
Corporate Bonds and Notes
─
  
Convertible Debt Securities
─
  
High Yield Securities
─
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
─
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
ü
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
─
  
Foreign Securities Traded in Emerging Markets
─
  
Foreign Currency
─
  
Derivatives
ü
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
ü
  
Futures
─
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
─
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.

I-A-2
 
 
 


Blue Chip Fund
ü Fund uses or currently anticipates using
─ Fund does not currently anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
─
  
Convertible Debt Securities
─
  
High Yield Securities
─
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
─
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
─
  
Foreign Securities Traded in Emerging Markets
─
  
Foreign Currency
─
  
Derivatives
─
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
─
  
Futures
─
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
─
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.
 
I-A-3
 
 
 


Growth & Income Fund
ü Fund uses or currently anticipates using
─ Fund does not currently anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
ü
  
Convertible Debt Securities
─
  
High Yield Securities
ü
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
ü
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
─
  
Foreign Securities Traded in Emerging Markets
─
  
Foreign Currency
─
  
Derivatives
─
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
─
  
Futures
─
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
─
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.
 
I-A-4
 
 
 


Global Fund
ü Fund uses or currently anticipates using
─ Fund does not currently anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
─
  
Convertible Debt Securities
─
  
High Yield Securities
─
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
ü
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
ü
  
Foreign Securities Traded in Emerging Markets
ü
  
Foreign Currency
ü
  
Derivatives
─
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
─
  
Futures
ü
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
ü
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.
 
I-A-5
 
 
 


Select Growth Fund
ü Fund uses or currently anticipates using
─ Fund does not currently anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
─
  
Convertible Debt Securities
─
  
High Yield Securities
─
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
─
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
─
  
Foreign Securities Traded in Emerging Markets
─
  
Foreign Currency
─
  
Derivatives
─
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
─
  
Futures
─
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
─
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.
 
I-A-6
 
 
 


Opportunity Fund
ü Fund uses or currently anticipates using
─ Fund does not currently anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
─
  
Convertible Debt Securities
─
  
High Yield Securities
─
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
─
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
─
  
Foreign Securities Traded in Emerging Markets
─
  
Foreign Currency
─
  
Derivatives
─
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
─
  
Futures
─
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
─
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.
 
I-A-7
 
 
 


Special Situations Fund
ü Fund uses or currently anticipates using
─ Fund does not currently anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
─
  
Convertible Debt Securities
─
  
High Yield Securities
─
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
─
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
ü
  
Foreign Securities Traded in Emerging Markets
─
  
Foreign Currency
─
  
Derivatives
─
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Options
─
  
Futures
─
  
Interest Rate Swaps
─
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
─
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.
 
I-A-8
 
 
 


International Fund
ü Fund uses or currently anticipates using
─ Fund does not currently anticipate using
Debt Securities
ü
  
Commercial Paper and Other Short-Term Investments*
ü
  
Corporate Bonds and Notes
─
  
Convertible Debt Securities
─
  
High Yield Securities
─
  
Mortgage-Backed Securities
─
  
Other Asset-Backed Securities
─
  
Municipal Securities
─
  
Syndicated Bank Loans
─
  
U.S. Government Securities
ü
  
Variable and Floating Rate Securities
─
  
Zero Coupon and Pay-In-Kind Bonds
─
  
Equity Securities
ü
  
Common Stocks, Preferred Stocks, and Warrants
ü
  
Shares of Other Investment Companies
ü
  
Shares of Exchange Traded Funds
ü
  
Real Estate Investment Trusts
ü
  
Foreign Securities Exposure
ü
  
Depository Receipts
ü
  
Foreign Securities Traded in the U.S.
ü
  
Foreign Securities Traded in Foreign Markets
ü
  
Foreign Securities Traded in Emerging Markets
ü
  
Foreign Currency
ü
  
Derivatives
ü
  
Credit-Linked Securities
─
  
Inverse Floaters
─
  
Interest Rate Swaps
─
  
Options
ü
  
Futures
ü
  
Restricted and Illiquid Securities
ü
  
When-Issued Securities
ü
  
Stand-By Commitments
─
  
Repurchase Agreements
─
  
Temporary Borrowing
ü
  
Temporary Defensive Investments
ü
  
 
*Checked because the Fund may invest its cash in an unregistered money market fund, the First Investors Cash Reserve Fund.

I-A-9
 
 
 

APPENDIX B                                
INVESTMENT POLICIES OF THE FIRST INVESTORS EQUITY FUNDS
 
The following is a list of the investment policies of each Fund other than those policies that are set forth in the Fund’s prospectus.  Each Fund’s investment policies are designed to set limits on or prohibit the Fund from engaging in specified investment strategies.  For a description of the investment strategies that each Fund actually uses or currently contemplates using, you should review the prospectus for the Fund and Appendix A of this SAI.
 
Each Fund also has adopted the investment policies that are set forth below.  Unless identified as non-fundamental, these investment policies are fundamental policies which may not be changed without the affirmative vote of a majority of the outstanding voting securities of the Fund, as defined by the Investment Company Act of 1940, as amended (the “1940 Act”).  As defined by the 1940 Act, a “vote of a majority of the outstanding voting securities of the Fund” means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or more of the shares present at a meeting, if more than 50% of the outstanding shares are represented at the meeting in person or by proxy.
 
Each Fund’s investment objective is a non-fundamental policy of the Fund.  Non-fundamental policies may be changed by the Board of Trustees (“Board”) without shareholder approval.  Except with respect to borrowing, or as otherwise expressly provided, changes in values of a Fund’s assets will not cause a violation of the Fund’s investment policies.
 
Fundamental Policies:
 
Each Fund may not:
 
(1)           Borrow money, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
 
(2)           Issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
 
(3)           Make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
 
(4)           Except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, with respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, and securities of other investment companies) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
 
(5)           Except for any Fund that is “concentrated” in an industry or group of industries within the meaning of the 1940 Act, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.
 
(6)           Purchase or sell real estate, except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate.
 
(7)           Purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), and options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities.
 
(8)           Underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (“1933 Act”) in the disposition of restricted securities or in connection with investment in other investment companies.
 
 
I-B-1
 
 
 
Non-Fundamental Policies:
 
The Total Return Fund has adopted the following non-fundamental investment restriction, which may be changed without shareholder approval:
 
(1)           The Fund may invest in credit-linked securities, provided that no more than 10% of the Fund’s net assets are invested in credit-linked securities.
 
 
 
I-B-2

 
 
 
Statement of Additional Information Part II
dated January 31, 2011
 
 
Part II of this SAI describes policies and practices that apply to each of the Funds in the First Investors Family of Funds, except as otherwise indicated, including non-principal investment strategies that each of the Funds may use to a limited extent in addition to those that are described in its prospectus.  The First Investors Family of Funds (or “First Investors Funds”) consists of 4 registered investment companies:  First Investors Equity Funds, First Investors Income Funds, First Investors Tax Exempt Funds and First Investors Life Series Funds.  The term “Fund” as used herein includes each individual series of each series of an investment company, except as otherwise indicated.
 
DESCRIPTIONS OF INVESTMENT STRATEGIES AND RISKS
 
The following are descriptions of investment strategies that may be used by one or more of the Funds within the First Investors Family of Funds, as well as the risks of those strategies.  To determine which strategies are primarily used by a particular First Investors Fund, you must review the prospectus and Appendices A and B of Part I of the SAI with respect to such Fund.  The prospectus will identify the principal investment strategies of the Fund and the principal risks of those strategies.  Appendix A contains schedules listing the investment strategies that each Fund covered by the SAI currently intends to use.  The Funds may invest, to a limited degree, in any of the other securities described below even if they are not listed in the prospectus or checked in Appendix A.  Appendix B describes the investment policies that may limit or restrict the Fund’s ability to use certain investment strategies.  The references below to “Funds” or a “Fund” refer to those Funds that are authorized to invest in the described securities.
 
I.           Debt Securities
 
The Funds may invest in all of the debt securities described below.  The market value of most debt securities is influenced by changes in the level of interest rates.  Generally, as interest rates rise, the market value of a debt security decreases.  Conversely, as interest rates fall, the market value of a debt security increases.  This is referred to as interest rate risk.  Factors which could result in a rise in interest rates, and a decrease in the market value of a debt security, include an increase in inflation or inflation expectations, an increase in the rate of U.S. economic growth, an expansion in the Federal budget deficit and an increase in the price of commodities such as oil.
 
The market value of most debt securities is influenced by the credit risks associated with such security.  Credit risk is the risk that an issuer may not be able to pay principal and interest when due. The debt securities that are purchased by the Funds may be rated investment grade, may be rated below investment grade, or may be unrated.  Debt obligations rated Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) or BBB or higher by Standard & Poor’s Ratings Services (“S&P”) are considered investment grade.  Bonds that are rated lower than Baa or BBB are considered below investment grade and are referred to as “High Yield Securities.”  In general, the lower the credit rating for a debt security, the higher the credit risk.  As discussed below, High Yield Securities are speculative and generally involve a higher risk of loss of principal and income than higher-rated debt securities.  Even debt obligations that are rated Baa by Moody’s or BBB by S&P have speculative characteristics.  For a discussion of investments in foreign government debt obligations and foreign debt securities, see Section III.  Foreign Securities Exposure and Section III.  Foreign Securities – B.  Foreign Securities Traded in the United States.
 
A.  Commercial Paper and Other Short-Term Investments.  The Funds may invest in commercial paper (which are short-term promissory notes issued by corporations), commercial bank obligations (such as certificates of deposit and bankers acceptances), and short-term obligations issued by the U.S. government, its agencies, or instrumentalities.  Commercial paper is generally sold without registration pursuant to exemptions under the Securities Act of 1933, such as Section 3(a)(3) or 4(2).  The commercial paper purchased by the Funds may be liquid or illiquid.  See “Restricted and Illiquid Securities” for risks associated with investing in restricted and illiquid securities.  The commercial paper purchased by the Funds may be rated or unrated.  The commercial paper purchased by the Funds may also take the form of short-term promissory notes that are backed by assets, such as credit card and other receivables.  See “Other Asset-Backed Securities.”  The Funds may invest indirectly in commercial paper and other short-term investments by investing in an unregistered money market fund managed by First Investors Management Company, Inc. (“FIMCO”), the First Investors Cash Reserve Fund.  See “Shares of Other Investment Companies.”

 
 
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B.  Corporate Bonds and Notes.  The Funds may invest in bonds and notes issued by corporations and other similar entities.  Corporate bonds and notes generally have maturities of between one and thirty years.  In general, the longer the maturity of a bond, the greater the interest rate risk.  The corporate bonds and notes that may be purchased by the Funds may be convertible into equity securities, which may also include hybrid securities.  See “Convertible Debt Securities.” The Funds may also invest in debt securities that are accompanied by warrants or rights that are convertible into the issuer’s equity securities.  The Funds may sell or retain such warrants or rights.
 
C.  Convertible Debt Securities.  The Funds may invest in convertible debt securities and/or hybrid securities.  A convertible debt security is generally a debt obligation that may be converted into the stock of the same or different issuer.  The value of a convertible bond may be dependent in part on the value of the issuer’s equity securities.
 
D.  Hybrid Securities.  Hybrid securities generally combine both debt and equity characteristics. The most common example is a convertible bond that has features of any ordinary bond, but is influenced by the price movements of the stock into which it is convertible. Hybrid securities can include a variety of features that allow them to exhibit changing proportions of debt and equity characteristics. As a result, it may be difficult to classify them as either debt or equity.
 
E.  High Yield Securities.  The Funds may invest in high yield, high risk securities also known as junk bonds (“High Yield Securities”), including securities of companies that are in default or undergoing bankruptcy or reorganization (“Distressed Securities”).  High Yield Securities include bonds that are rated below Baa by Moody’s or below BBB by S&P as well as unrated bonds that are determined by the Funds to be of equivalent quality.  High yield bond issuers include small or relatively new companies lacking the history or capital to merit investment grade status, former blue chip companies that have been downgraded because of financial problems, special purpose entities that are used to finance sales or leases of equipment or receivables, and firms with heavy debt loads.  High Yield Securities may be backed by receivables or other assets and may have zero-coupon or pay-in-kind structures.
 
Debt obligations, including convertible debt securities, rated lower than Baa by Moody’s or BBB by S&P, are speculative and generally involve a higher risk of loss of principal and income than higher-rated debt securities. The prices of High Yield Securities tend to be more sensitive to adverse economic changes or individual corporate developments than those of higher quality bonds. Periods of economic uncertainty and changes generally result in increased volatility in the market prices and yields of High Yield Securities. A significant economic downturn or a substantial period of rising interest rates could severely affect the market for High Yield Securities.  In these circumstances, issuers of High Yield Securities might have greater difficulty in making principal and interest payments, meeting projected business goals, and obtaining additional financing.  Thus, there could be a higher incidence of default. This would affect the value of such securities. Further, if the issuer of a security owned by a Fund defaults, that Fund might incur additional expenses to seek recovery.
 
The Funds could also incur a loss by investing in a High Yield Security due to an inaccurate evaluation of its credit risk.  There may be less information available about issuers of High Yield Securities than is available concerning issuers of higher quality debt.  Moreover, the credit ratings issued by credit rating services may not fully reflect the true risks of an investment.  For example, credit ratings typically evaluate the safety of principal and interest payments, not market value risk, of High Yield Securities.  Also, credit rating agencies may fail to change on a timely basis a credit rating to reflect changes in economic or company conditions that affect a security’s market value.
 
The market for High Yield Securities generally is thinner and less active than that for higher quality bonds, which may limit a Fund’s ability to sell such securities at reasonable prices in response to changes in the economy or the financial markets.  High Yield Securities are typically traded among a small number of broker-dealers.  Purchasers of High Yield Securities tend to be institutions, rather than individuals, which is a factor that further limits the secondary market.  A less active and thinner market for High Yield Securities than that available for higher quality securities may result in more difficulty in executing trades at favorable prices, particularly during unsettled market conditions.
 
The ability of a Fund to value or sell High Yield Securities will be adversely affected to the extent that such securities are thinly traded or illiquid.  During such periods, there may be less reliable objective information available and thus the task of valuing High Yield Securities becomes more difficult, with judgment playing a greater role.  Further, adverse publicity about the economy or a particular issuer may adversely affect the public’s perception of the value, and thus liquidity, of a High Yield Security, whether or not such perceptions are based on a fundamental analysis.
 

 
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If an issuer of a High Yield Security containing a redemption or call provision exercises either provision in a declining interest rate market, a Fund would have to replace the security, which could result in a decreased return for shareholders. Conversely, if a Fund experiences unexpected net redemptions in a rising interest rate market, it might be forced to sell certain securities, regardless of investment merit.  This could result in decreasing the assets to which Fund expenses could be allocated and in a reduced rate of return for that Fund.
 
A High Yield Security may itself be convertible into or exchangeable for equity securities, or may carry with it the right to acquire equity securities evidenced by warrants attached to the security or acquired as part of a unit with the security.  To the extent permitted by a Fund’s investment policies, securities received upon conversion or exercise of warrants and securities remaining upon the break-up of units or detachment of warrants may be retained to permit orderly disposition, to establish a long-term holding period for Federal income tax purposes, or to seek capital appreciation.
 
F.  Income Deposit Securities (“IDSs”).  An IDS represents two separate securities, a share of common stock and a debt security issued by the same company, that are combined into one unit that trades like a stock on an exchange.  Generally, the holder of an IDS has the right to separate the IDS into the share of common stock and the note represented thereby within a designated number of days following the closing of an offering or upon the occurrence of a change of control.
 
IDSs are subject to the same risks as the underlying securities that make up an IDS.  There may be a thinner and less active market for IDSs than that available for higher quality securities.  An issuer’s indebtedness could restrict its ability to pay interest and principal on the notes, pay dividends on the stock, and impact financing options and liquidity positions.
 
G.  Syndicated Bank Loans.  A Fund may invest in syndicated bank loans.  An investment in a syndicated bank loan does not violate a Fund’s fundamental investment policy against making loans because syndicated bank loans are sold to institutional investors and trade like other debt instruments.  Syndicated bank loan participations are interests in amounts owed by a corporate, governmental or other borrower to another party.  They may represent amounts owed to lenders or lending syndicates to suppliers of goods or services, or to other parties.  A Fund will have the right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower.  In connection with the purchasing participations, a Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation.  As a result, a Fund will be subject to credit risk of both the borrower and the lender that is selling the participation.  In the event of the insolvency of the lender selling a participation, a Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
 
Investments in syndicated bank loans present the possibility that a Fund could be held liable as co-lender under emerging legal theories of lender liability.  In addition, if the loan is foreclosed, a Fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral.  The Fund anticipates that syndicated bank loans could be sold only to a limited number of institutional investors.  In addition, some syndicated bank loans may not be rated by major rating agencies and may not be protected by the securities laws.
 
Investments in syndicated bank loans involve risk of loss in case of default or insolvency of the borrower. Syndicated bank loans may not be readily marketable and may be subject to restrictions on resale.
 
H.  Mortgage-Backed Securities.  The Funds may invest in mortgage-backed securities, including collateralized mortgage obligations and mortgage pass-through securities.  These securities represent interests in pools of mortgage loans.  The payments of principal and interest on the underlying loans pass through to investors.  Although the underlying mortgage loans are for specified periods of time, such as fifteen to thirty years, the borrowers can, and typically do, repay them sooner.  Thus, the security holders may receive prepayments of principal, in addition to the principal, which is part of the regular monthly payments.
 
There are three types of interest rate related risks associated with mortgage-backed securities.  The first is interest rate risk.  The values of mortgage-backed securities will generally fluctuate inversely with interest rates.  The second is prepayment risk.  This is the risk that borrowers will repay their mortgages earlier than anticipated.  A borrower is more likely to prepay a mortgage that bears a relatively high rate of interest.  Thus, in times of declining interest rates, some higher yielding mortgages might be repaid resulting in larger cash payments to the Fund, and the Fund will be forced to accept lower interest rates when that cash is used to purchase additional securities.  The third
 

 
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is extension risk.  When interest rates rise, prepayments often drop, which should extend the average maturity of the mortgage-backed security.  This makes mortgage-backed securities more sensitive to interest rate changes.
 
 
Mortgage-backed securities may also be subject to credit risk.  Payment of principal and interest on most mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by U.S. Government agencies whose obligations are backed by the full faith and credit of the U.S. Government (in the case of securities guaranteed by the Government National Mortgage Association) or may be guaranteed by agencies or instrumentalities of the U.S. Government whose obligations are not backed by the full faith and credit of the U.S. Government (such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”)).  See “U.S. Government Securities.” Mortgage pass-through securities may also be issued by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers).  Some of these mortgage pass-through securities may be supported by various forms of insurance or guarantees.
 
I.  Other Asset-Backed Securities.  The Funds may invest in other forms of asset-backed securities i.e., in addition to asset-based commercial paper and mortgage-backed securities.  These securities, issued by trusts and special purpose corporations, are backed by a pool of assets, such as credit card receivables, automobile loans, airplane leases, equipment leases, and other forms of receivables.  These securities present certain risks in addition to those normally associated with debt securities.  For instance, these securities may not have the benefit of any security interest in any collateral that could ensure payment of the receivable.  For example, credit card receivables are generally unsecured.  The obligors may also be entitled to the protection of a number of state and federal credit laws.  Moreover, even if there are perfected security interests in the underlying collateral, there is the possibility that recoveries on repossessed collateral may not be sufficient to support payments on these securities.
 
To lessen the effect of failures by obligors on underlying assets to make payments, asset-backed securities may contain elements of credit support which fall into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets.  Liquidity protection refers to the provision of advances, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion.  Protection against losses resulting from ultimate default ensures payment through insurance policies or letters of credit obtained by the issuer or sponsor from third parties.  The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets.  Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.  Credit supports, if any, do not protect against fluctuation in the market values of asset-backed securities.  Moreover, a credit support depends upon the financial ability of its issuer to honor the support.
 
J.  Municipal Securities.  Municipal securities are debt obligations issued by or on behalf of states, territories and possessions of the United States (such as Puerto Rico), the District of Columbia and their political subdivisions, agencies and instrumentalities.  The two principal classifications of municipal securities are “general obligation” and “revenue” securities.  General obligation securities are secured by the issuer's pledge of its full faith and credit for the payment of principal and interest.  Revenue securities generally are payable only from revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a tax or other specific revenue source.  The yields on municipal securities depend on, among other things, general bond market conditions, conditions of the municipal securities market, the size of a particular offering, the maturity of the obligation and the rating of the issuer.
 
Generally, the values of municipal securities vary inversely to changes in interest rates.  Municipal securities are also subject to credit risk, which is the risk that the obligor may not be able to repay the debt when due or in the case of a revenue security that the source of the revenue may not be sufficient.  National, regional or state-wide economic developments may adversely affect the market value of municipal securities held by a Fund or the ability of particular obligors to make timely payments of debt service on those obligations.  There is also the risk that the interest income that a Fund receives from one or more municipal securities might be determined to be taxable by the Internal Revenue Service (“IRS”), applicable state tax authorities, or a judicial body.  Future court decisions or legislative actions may also affect the ability of the issuer of a municipal security to repay its obligations.
 
K.  Refunded Securities.  The Funds may purchase municipal securities that are subsequently refunded by the issuance and delivery of a new issue of bonds prior to the date on which the outstanding issue of bonds can be redeemed or paid (also called “pre-refunded bonds”).  The proceeds from the new issue of bonds are typically collateralized by direct obligations of the U.S. Government, or in some cases obligations guaranteed by the U.S.
 

 
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Government, placed in an escrow account maintained by an independent trustee until maturity or a predetermined redemption date.  These collateralized obligations are normally regarded as having the credit characteristics of the underlying U.S. Government or U.S. Government agency security.  The Funds also may purchase municipal securities that have been refunded prior to purchase.  Refunded municipal securities are subject to interest rate risk.  In addition, some refunded municipal securities may have limited liquidity.
 
L.  U.S. Government Securities.  The Funds may invest in U.S. Government Securities.  U.S. Government Securities include:  (1) U.S. Treasury obligations (which differ only in their interest rates and maturities), (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities that are backed by the full faith and credit of the U.S. Government (such as securities issued by the FHA, GNMA, the Department of Housing and Urban Development, the Export-Import Bank, the General Services Administration and the Maritime Administration and certain securities issued by the FHA and the Small Business Administration) and (3) securities that are guaranteed by agencies or instrumentalities of the U.S. Government but are not backed by the full faith and credit of the U.S. Government (such as the Fannie Mae, Freddie Mac or the Federal Home Loan Banks).  These U.S. Government-sponsored entities, although chartered or sponsored by Congress, are not funded by Congressional appropriations and are not guaranteed nor insured by the U.S. Government.  They are supported by the credit of the issuing agency, instrumentality or corporation.  The range of maturities of U.S. Government Securities is usually three months to thirty years.  In general, the U.S. Government Securities tend to carry more interest rate risk than corporate bonds with similar maturities.
 
The Funds may also invest in separated or divided U.S. Government Securities.  These instruments represent a single interest, or principal, payment on a U.S. Government Security that has been separated from all the other interest payments as well as the security itself.  When the Fund purchases such an instrument, it purchases the right to receive a single payment of a set sum at a known date in the future.  The interest rate on such an instrument is determined by the price the Fund pays for the instrument when it purchases the instrument at a discount under what the instrument entitles the Fund to receive when the instrument matures.  The amount of the discount the Fund will receive will depend upon the length of time to maturity of the separated U.S. Government Security and prevailing market interest rates when the separated U.S. Government Security is purchased.  Separated U.S. Government Securities can be considered zero coupon investments because no payment is made to the Fund until maturity.  The market values of these securities are much more susceptible to change in market interest rates than income-producing securities.  See “Zero Coupon and Pay-In-Kind Securities.”  These securities are purchased with original issue discount and such discount is includable as gross income to a Fund shareholder over the life of the security.
 
The Funds may also purchase certificates, not issued by the U.S. Treasury, which evidence ownership of future interest, principal or interest and principal payments on obligations issued by the U.S. Treasury.  The actual U.S. Treasury securities will be held by a custodian on behalf of the certificate holder.  These certificates are purchased with original issue discount and are subject to greater fluctuations in market value, based upon changes in market interest rates, than income-producing securities.
 
M.  Variable Rate and Floating Rate Securities.  The Funds may invest in variable rate and floating rate securities.  Issuers of such notes include corporations, banks, broker-dealers, finance companies and issuers of municipal securities.  Variable rate notes include master demand notes that are obligations permitting the holder to invest fluctuating amounts, which may change daily without penalty, pursuant to direct arrangements between the Fund, as lender, and the borrower.  The interest rates on these notes fluctuate from time to time.  The issuer of such obligations normally has a corresponding right, after a given period, to prepay in its discretion the outstanding principal amount of the obligations plus accrued interest upon a specified number of days notice to the holders of such obligations.
 
The interest rate on a floating rate obligation is based on a known lending rate, such as a bank’s prime rate, and is adjusted automatically each time such rate is adjusted.  The interest rate on a variable rate obligation is adjusted automatically at specified intervals.  Frequently, such obligations are secured by letters of credit or other credit support arrangements provided by banks.  Because these obligations are direct lending arrangements between the lender and borrower, there may be no established secondary market for these obligations and they may be illiquid.  See “Restricted and Illiquid Securities” for the risks of illiquid securities.  Where these obligations are not secured by letters of credit or other credit support arrangements, the right of a Fund to redeem is dependent on the ability of the borrower to pay principal and interest on demand.  Such obligations frequently are not rated by credit rating agencies.  The Funds will invest in obligations that are unrated only if they determine that, at the time of investment, the obligations are of comparable quality to the other obligations in which the Fund may invest.  The

 
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Fund will consider on an ongoing basis the creditworthiness of the issuers of the floating and variable rate obligations in the Fund’s portfolio.
 
N.  Zero Coupon and Pay-In-Kind Securities.  The Funds may invest in zero coupon and pay-in-kind securities.  Zero coupon securities are debt obligations that do not entitle the holder to any periodic payment of interest prior to maturity or a specified date when the securities begin paying current interest.  They are issued and traded at a discount from their face amount or par value, which discount varies depending on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issuer.  Pay-in-kind securities are those that pay “interest” through the issuance of additional securities.  The market prices of zero coupon and pay-in-kind securities generally are more volatile than the prices of securities that pay interest periodically and in cash and are likely to respond to changes in interest rates to a greater degree than do other types of debt securities having similar maturities and credit quality.  Original issue discount earned on zero coupon securities, and the “interest” received on pay-in-kind securities, each taxable year must be accounted for by a Fund that holds such securities for purposes of determining the amount it must distribute that year to continue to qualify for tax treatment as “a regulated investment company” under the Internal Revenue Code of 1986, as amended (“Code”).  Thus, a Fund may be required to distribute as a dividend an amount that is greater than the total amount of cash it actually receives.  These distributions must be made from a Fund’s cash assets or, if necessary, from the proceeds of sales of portfolio securities.  A Fund will not be able to purchase additional income-producing securities with cash used to make such distributions, and its current income ultimately could be reduced as a result.
 

 
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II.           Equity Securities
 
A.  Common Stocks, Preferred Stocks, and Warrants.  The Funds may invest in equity securities, including common stocks, preferred stocks, rights, warrants that are convertible into common stocks as well as options to buy or sell stocks (“equity securities”).  Equity securities are subject to market risk.  This means that they may decline in value over short or even extended periods not only because of company-specific developments, but also due to an economic downturn, a change in interest rates, or a change in investor sentiment.  Stock markets tend to run in cycles with periods when prices generally go up, known as “bull” markets, and periods when stock prices generally go down, referred to as “bear” markets.  The risks of investing in equity securities can be magnified when a Fund invests in them by means of options. For the special risks associated with options, see “Section VII. Futures and Options”. The Funds may invest in equity securities of foreign companies directly or through depository receipts.  Investments in the stocks of foreign companies involve additional risks, including risks arising from currency fluctuations, government regulation, unfavorable political or legal developments, differences in financial reporting standards, and less stringent regulation of foreign securities markets.  See “Section III. Foreign Securities Exposure” for the additional information on the associated strategies and risks.  The Funds may also invest in common stocks or other equity securities issued by newer and less seasoned companies with small-to-medium market capitalizations.  Securities issued by such companies present greater risks than securities which are issued by larger, more established companies.
 
B.  Shares of Other Investment Companies.  The Funds may invest in the shares of other investment companies, including Exchange Traded Funds (“ETFs”) that are registered as investment companies.  Investments in the shares of other investment companies or ETFs carry all of the same risks that are associated with direct investments in the securities that are owned by such companies.  See “Shares of Exchange Traded Funds.”  Investments in the shares of other investment companies or ETFs also expose a Fund to additional expenses.  A Fund that invests in an investment company or an ETF will indirectly bear a proportionate share of the fees, including investment advisory and administrative fees, that are paid by such investment company or ETF.  The Funds may invest all or a portion of their available cash in an affiliated unregistered money market fund (“Unregistered Money Market Fund”) without limit in accordance with SEC Rule 12d1-1.  The Unregistered Money Market Fund does not have a board of trustees.  It is managed by FIMCO in accordance with applicable Rule 2a-7 standards.  FIMCO does not receive any fee for managing the Unregistered Money Market Fund.  However, the Unregistered Money Market Fund will bear certain expenses, such as auditing fees, which the Funds will bear indirectly.  By investing their cash in the Unregistered Money Market Fund, the Funds may be able to achieve better diversification and yield than they would if each invested its cash separately.
 
C.  Shares of Exchange Traded Funds.  ETFs essentially are baskets of stocks that are listed on an exchange and trade like individual stocks.  ETFs typically seek to replicate selected indices.  The value of an ETF is usually determined by demand for the underlying securities themselves.  Although the value of an ETF is related to the ETF’s underlying portfolio assets, shares of ETFs (like shares of closed-end investment companies) can trade at a discount to net asset value.  In addition, a failure to maintain the exchange listing of an ETF’s shares and substantial market or other disturbances could adversely affect the value of such securities.
 
ETFs may or may not be registered as investment companies depending upon how they are organized.  ETFs that are organized as unit investment trusts are registered under the Investment Company Act of 1940 (“1940 Act”) as investment companies.  Examples of such ETFs include iShares (formerly called World Equity Benchmark Shares or WEBS) and Standard & Poor’s Depository Receipts (“SPDRs”).  ETFs that are organized as grantor trusts, such as Holding Company Depository Receipts (“HOLDRs”), generally are not required to register as investment companies under the 1940 Act.  Investments in ETFs, whether or not registered as investment companies, expose the Funds to additional fees.
 
D.  Real Estate Investment Trusts.  The Funds may invest in shares of real estate investment trusts (“REITs”).  Equity REITs invest in income-producing real estate.  They produce income from rental and lease payments as well as occasional sales of property.  Mortgage REITs make construction, development, and long-term mortgage loans.  They produce income from repayment of the loans and sales of the loan obligations.  REITs may invest in both real estate and real estate loans.
 
Unlike most corporations (and trusts classified as such for federal tax purposes), REITs do not have to pay federal income tax on net income and gains they distribute to their shareholders if they meet certain requirements of the Code.  To qualify, a REIT must, among other things, (1) distribute to its shareholders for each taxable year at least 90% of the sum of its “real estate investment trust taxable income” and certain other income and (2) must derive at least 75% of its gross income each taxable year from rents from real property, interest on mortgages
 

 
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secured by real property, gains from the disposition of real property or such mortgages, and certain other real estate related income.  REITs generally offer investors greater liquidity and diversification than direct ownership of real estate, as well as greater income potential than an investment in common stocks.
 
REITs are subject to real estate industry risk.  In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country as well as different regions, and the strength of specific industries that rent properties.  Ultimately, an individual REIT’s performance depends on the types and locations for the properties it owns and on how well the REIT manages its properties.  For instance, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’ failures to pay rent, or incompetent management.  Property values could decrease because of overbuilding in the area, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses due to casualty or condemnation, increases in property taxes, or changes in zoning laws.  Loss of federal tax treatment as a REIT will also affect an individual REIT’s  after-tax performance.
 
REITs are also subject to interest rate risk.  REIT stock prices overall will decline over short or even long periods because of rising interest rates.  In general, during periods of high interest rate risks, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments.  Higher interest rates also mean that financing for real estate purchases and improvements may be more costly and difficult to obtain.
 
REITs tend to be small or medium-size companies.  Because small and mid-cap stocks are typically less liquid than large-cap stocks, REIT stocks may sometimes experience greater share-price fluctuation than the stocks of larger companies.  See “Restricted and Illiquid Securities” for the risks of illiquid securities.
 
E.  Income Deposit Securities (“IDSs”).  For a discussion of IDSs, see “Section I. Debt Securities – E. Income Deposit Securities.”
 
III.           Foreign Securities Exposure
 
The Funds may invest in securities issued by foreign companies or governmental authorities either directly or through depository receipts or exchange traded funds (“ETFs”) (generally “foreign securities”).  Investing in foreign securities involves more risk than investing in U.S. securities.  Changes in the value of foreign currencies can significantly affect the value of a foreign security held by a Fund, irrespective of developments relating to the issuer.  In addition, the values of foreign securities may be affected by changes in exchange control regulations and fluctuations in the relative rates of exchange between the currencies of different nations, as well as by economic and political developments.  Other risks involved in investing in foreign securities include the following: there may be less publicly available information about foreign companies comparable to the reports and ratings that are published about companies in the United States; foreign companies are not generally subject to uniform accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies; some foreign stock markets have substantially less volume than U.S. markets, and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies; there may be less government supervision and regulation of foreign stock exchanges, brokers and listed companies than exist in the United States; and there may be the possibility of expropriation or confiscatory taxation, political or social instability or diplomatic developments which could affect assets of a Fund held in foreign countries.  Investments in foreign government debt obligations also involve special risks.  The issuer of the debt may be unable or unwilling to pay interest or repay principal when due in accordance with the terms of such debt, and a Fund may have limited legal resources in the event of default.  Political conditions, especially a sovereign entity’s willingness to meet the terms of its debt obligations, are of considerable significance.
 
A.  Depository Receipts.  The Funds may invest in securities issued by foreign companies through American Depository Receipts (“ADRs”) or Global Depository Receipts (“GDRs”).  ADRs typically are issued by a U.S. bank or trust company and evidence ownership of the underlying securities of foreign issuers.  Generally, ADRs are denominated in U.S. dollars and are designed for use in the U.S. securities markets.  Thus, these securities are not denominated in the same currency as the underlying securities into which they may be converted.  ADRs are not considered by the Funds to be foreign securities for purpose of any investment restrictions on investments in foreign securities.  ADRs are, however, subject to many of the risks inherent in investing in foreign securities, including but not limited to currency fluctuations, political instability, government regulation, unfavorable political or legal developments, and differences in financial reporting standards.  ADRs may be purchased through “sponsored” or “unsponsored” facilities.  A sponsored facility is established jointly by the issuer of the underlying security and a depository, whereas a depository may establish an unsponsored facility without participation by the
 

 
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issuer of the depository security.  Holders of unsponsored depository receipts generally bear all the costs of such facilities and the depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts of the deposited securities.
 
GDRs are issued globally and evidence a similar ownership arrangement to ADRs.  Generally, GDRs are not denominated in U.S. dollars and are designed for trading in non-U.S. securities markets.  Unlike ADRs, GDRs are typically denominated in foreign currencies.  They may not, however, be denominated in the same currency as the underlying securities into which they may be converted.  As with ADRs, the issuers of the securities underlying unsponsored GDRs are not obligated to disclose material information in the U.S. and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the GDRs.  GDRs also involve the risks of other investments in foreign securities.  For purposes of any investment restrictions on investments in foreign securities, GDRs are considered to be foreign securities.
 
B.  Foreign Securities Traded in the United States.  The Funds may invest directly in foreign equity or debt securities that are traded in the United States.  Such securities are generally denominated in United States dollars.  They also may be issued originally in the United States.  For example, some foreign companies raise capital by selling dollar-denominated bonds to institutional investors in the United States (“Yankee Bonds”).  Such bonds have all of the risks associated with foreign securities traded in foreign markets, except for the risks of foreign securities markets.  There may be a thin trading market for foreign securities that are traded in the United States, and in some cases such securities may be illiquid, since such securities may be restricted and traded principally among institutional investors.  See “Restricted and Illiquid Securities” for the risks of illiquid securities.  To the extent that dollar-denominated foreign stocks and bonds are traded in the United States securities markets, the Funds do not consider them to be foreign securities for purposes of investment policies restricting investments on such securities.
 
C.  Foreign Securities Traded in Foreign Markets.  The Funds may invest in foreign securities that are traded in foreign securities markets.  In addition to the general risks of foreign investments discussed above, securities that are traded in foreign markets present special risks, including higher brokerage costs, potentially thinner trading markets, extended settlement periods and the risks of holding securities with foreign subcustodians and securities depositories.  When the Funds are investing in securities that are denominated in foreign currencies, they may also sell securities denominated in foreign currencies and retain the proceeds in those foreign currencies to use at a future date (to purchase other securities denominated in those currencies) or buy foreign currencies outright to purchase securities denominated in those foreign currencies at a future date.  The Funds may also engage in foreign currency futures contracts, foreign currency forward contracts, foreign currency exchange contracts and options thereon.  See “Futures and Options” in section VII for a description of such investments.  The Funds may also invest some or all of their excess cash in deposit accounts with foreign banks.
 
The Funds may invest in securities that are traded in foreign markets through participatory notes. Participatory notes (commonly known as P-notes) are derivative instruments used by foreign funds or investors that would like to invest in securities of a foreign issuer traded in its local market. Foreign funds or investors buy P-notes from brokers who are registered in a foreign issuer’s local market.  Such brokers buy shares of an issuer on the local market and create the P-notes to represent interests in the shares.  Thus, investments in P-notes present similar risks to investing directly in an issuer’s shares. Normally, P-notes can only be sold back to the broker that issued them.  As a result, P-notes also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitment to the purchaser.
 
D.  Foreign Securities Traded in Emerging Markets.  The Funds may invest in the securities of issuers in less developed foreign countries including countries whose economies or securities markets are not yet highly developed. There are special risks associated with investing in emerging markets in addition to those described above in “Foreign Securities Traded in Foreign Markets.”  These special risks include, among others, greater political uncertainties, an economy's dependence on revenues from particular commodities or on international aid or development assistance, currency transfer restrictions, a limited number of potential buyers for such securities and delays and disruptions in securities settlement procedures.
 
E.  Foreign Currency.  In addition to the instruments described in the Futures and Options section below, a Fund also may invest in foreign currency, foreign currency futures, and foreign currency options. Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on such contracts are standardized as to amount and delivery period and are traded on boards of trade and commodities exchanges.  It is anticipated that such contracts may provide greater liquidity and lower costs than forward currency exchange contracts.
 

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A Fund may purchase Eurodollar instruments, which are U.S. dollar-denominated futures contracts or options thereon which are linked to the London Interbank Offering Rate (“LIBOR”), although foreign currency-denominated instruments are available from time to time.  Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed-income instruments are linked.
 
IV.           Restricted and Illiquid Securities
 
The Funds may invest in restricted and illiquid securities.  Restricted securities are securities that are subject to legal restrictions on resale, such as securities that have been issued in private transactions without registration under the Securities Act of 1933 (“1933 Act”).  Restricted securities that have been sold without registration in private transactions generally can be resold only to other qualified institutional buyers under exemptions from registration under the 1993 Act, such as Rule 144A, or in subsequent registered offerings.  The Funds may register restricted securities for resale.  The registration of securities for resale involves costs and the Funds generally must rely on the issuers to provide accurate financial and other information in the registration statement and other regulatory filings for such securities.
 
Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business within seven calendar days at approximately the prices at which they are valued.  The Funds determine whether restricted securities are liquid or illiquid in accordance with policies and procedures that have been approved by the Board of Trustees of the Funds.  The Funds also consider repurchase agreements with maturities in excess of seven days and OTC options and their underlying collateral to be illiquid securities.
 
It may be difficult or impossible for the Funds to resell restricted or illiquid securities.  As a result, the Funds could suffer losses by investing in such securities.  It may also be difficult to value such securities.  The Funds could also incur costs (such as registration fees) to resell restricted securities.
 
V.           When-Issued Securities
 
The Funds may invest in securities issued on a when-issued or delayed delivery basis at the time the purchase is made.  A Fund generally would not pay for such securities or start earning interest on them until they are issued or received.  However, when a Fund purchases debt obligations on a when-issued basis, it assumes the risks of ownership, including the risk of price fluctuation, at the time of purchase, not at the time of receipt.  Failure of the issuer to deliver a security purchased by a Fund on a when-issued basis may result in such Fund incurring a loss or missing an opportunity to make an alternative investment.  When a Fund enters into a commitment to purchase securities on a when-issued basis, it establishes a separate account on its books and records or with its custodian consisting of cash or liquid assets at least equal to the amount of the Fund’s commitment, which are valued at their fair market value.  If on any day the market value of this segregated account falls below the value of the Fund’s commitment, the Fund will be required to deposit additional cash or liquid assets into the account until the value of the account is at least equal to the value of the Fund’s commitment.  When the securities to be purchased are issued, the Fund will pay for the securities from available cash, the sale of assets in the segregated account, sales of other securities and, if necessary, from the sale of the when-issued securities themselves although this is not ordinarily expected.  Securities purchased on a when-issued basis are subject to the risk that yields available in the market, when delivery takes place, may be higher than the rate to be received on the securities a Fund is committed to purchase.  Sale of assets in the segregated account or sale of the when-issued securities may cause the realization of a capital gain or loss.
 
VI.           Standby Commitments
 
The Funds may acquire standby commitments from banks with respect to securities held by the Funds.  Under a standby commitment, a bank agrees to buy a particular security from a Fund at a specified price at the fund’s option.  A standby commitment is similar to a put option for a particular security in a Fund’s portfolio.  Standby commitments acquired by a Fund are not added to the computation of that Fund’s net asset value.  Standby commitments are subject to certain risk, including the issuer’s ability to pay for a security when a Fund decides to sell the security for which it is issued and the lack of familiarity with standby commitments in the marketplace.  A Fund’s ability to exercise its rights under a standby commitment is unconditional, without any limitation whatsoever, and non-transferable.  The Fund, however, is permitted to sell a security covered by a standby commitment at any time and to any person.
 

 
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A Fund may pay a consideration to a bank for the issuance of a standby commitment if necessary and advisable.  Such a consideration may take the form of either a payment in cash, or the payment of a higher price for security covered by such a commitment.  The effect of the payment of such consideration is to reduce the yield to maturity for the security so covered.  Standby commitments acquired by a Fund are not added to the computation of a Fund’s net asset value and are valued at zero.  When a Fund pays a consideration for the issuance of a standby commitment, the cost is treated as unrealized depreciation for the time it is held by the Fund.  The dollar-weighted average maturity calculation for a Fund is not affected by standby commitments.
 
VII.           Futures and Options
 
The Funds may use financial futures, interest rate futures, options or forward currency contracts as part of their investment strategies.  The Funds may use stock index futures contracts and options thereon in anticipation of a significant market or market sector advance.  The purchase of a stock index futures contract affords a hedge against not participating in such advance at a time when a Fund is not fully invested.  Such purchase of a futures contract would serve as a temporary substitute for the purchase of individual stocks, which may then be purchased in an orderly fashion.  Further, stock index futures contracts and call options thereon may be purchased to maintain a desired percentage of a Fund invested in stocks in the event of a large cash flow into the Fund, or to generate additional income from cash held by the Fund.  Stock index futures and options thereon may also be used to adjust country exposure.
 
The Funds may enter into interest rate futures contracts on U.S. Treasury obligations and options thereon that are traded on a U.S. exchange.  An interest rate futures contract provides for the future sale by one party and the purchase by another party of a specified amount of a particular financial instrument (debt security) at a specified price, date, time and place.  Such investments may be used for the purpose of hedging against changes in the value of a Fund’s portfolio securities due to anticipated changes in interest rates and market conditions.  A public market exists for interest rate futures contracts covering a number of debt securities, including long-term U.S. Treasury Bonds, 10-year U.S. Treasury Notes and three-month U.S. Treasury Bills.  An option on an interest rate futures contract generally gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time prior to the expiration date of the option.  The Funds may purchase put and call options on interest rate futures contracts on U.S. Treasury obligations which are traded on a U.S. exchange as a hedge against changes in interest rates, and may enter into closing transactions with respect to such options to terminate existing positions.  There is no guarantee such closing transactions can be effected.
 
The Funds may also use forward currency contracts or forward foreign exchange contracts to hedge against fluctuations in the value of foreign currencies versus the U.S. dollar during the settlement of transactions involving individual foreign securities, in anticipation of buying or selling foreign securities, or more broadly with respect to foreign securities owned by the Funds.  For example, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of dividend or interest payments on a security that it holds, a Fund may desire to “lock-in” the U.S. dollar price of the security or the U.S. dollar equivalent of such payment, as the case may be, by entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars or foreign currency, of the amount of foreign currency involved in the underlying transaction.  A Fund will thereby be able to protect itself against a possible loss resulting from an adverse change in the relationship between the currency exchange rates.  A Fund may enter into forward foreign exchange contracts for the purchase or sale of foreign currencies at negotiated rates at future dates.  These contracts are considered derivative instruments and are used to attempt to manage exposure to foreign exchange risk associated with foreign currency denominated securities held by the Funds.
 
The Funds may also use foreign currency futures transactions and options.  Through the purchase and sale of such contracts, the Funds may be able to achieve many of the same objectives attainable through the use of forward currency contracts, but more effectively and possibly at a lower cost.  Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on such contracts are standardized as to amount and delivery period and are traded on boards of trade and commodities exchanges.  It is anticipated that such contracts may provide greater liquidity and lower costs than forward currency exchange contracts.
 
The Funds may purchase Eurodollar instruments, which are U.S. dollar-denominated futures contracts or options thereon which are linked to the London Interbank Offering Rate (“LIBOR”), although foreign currency-denominated instruments are available from time to time.  Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings.  The Funds might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed-income instruments are linked.
 

 
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The Funds may also purchase options to buy individual securities when they believe that the prices of the securities will increase or write (sell) covered call options on individual securities when they do not believe that the prices of these securities will increase.  When a Fund buys an option to purchase an individual security, it is generally anticipating that the price of the underlying security will increase before the option expires. In the event that this does not occur, the option could expire worthless and the Fund could lose the entire amount that it had paid for the option.  When a Fund writes a covered call option, the Fund is generally attempting to increase the income it receives by holding the underlying security.  However, it also limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option.
 
Additional information concerning the use of these instruments is discussed below.  A Fund might not employ any of the strategies described below for a variety of reasons including the fact that a particular futures or options strategy may be too costly to benefit the Fund.  Moreover, there can be no assurance that any strategy will succeed.  Use of these instruments is subject to the applicable regulations of the Securities and Exchange Commission (“SEC”), the several options and futures exchanges upon which options and futures contracts are traded and the Commodity Futures Trading Commission (“CFTC”).  In addition, a Fund's ability to use these instruments may be limited by tax considerations.  The Funds have claimed an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act and, therefore, the Funds are not subject to registration or regulation as a pool operator.
 
To the extent that a Fund participates in the options or futures markets, it will incur investment risks and transaction costs to which it would not be subject absent the use of these strategies.  The use of these strategies involves certain special risks, including: (1) dependence on the Adviser's or Subadviser’s, as applicable, ability to predict correctly movements in the direction of interest rates and securities prices; (2) imperfect correlation between the price of options, futures contracts and options thereon and movements in the prices of the securities or currencies being hedged; (3) the fact that skills needed to use these strategies are different from those needed to select portfolio securities; (4) the leverage (if any) that is created by investing in the option or futures contract; and (5) the possible absence of a liquid secondary market for any particular instrument at any time.  If the Adviser's or a Subadviser’s, as applicable, prediction of movements in the direction of the securities and interest rate markets is inaccurate, the adverse consequences to that Fund may leave it in a worse position than if such strategies were not used.
 
No price is paid upon entering into futures contracts.  Instead, upon entering into a futures contract, the Funds are required to deposit with their custodian in a segregated account in the name of the futures broker through which the transaction is effected an initial margin consisting of cash or U.S. Government securities.  This amount is known as “initial margin.”
 
When writing a call or put option on a futures contract, margin also must be deposited in accordance with applicable exchange rules.  Initial margin on futures contracts is in the nature of a performance bond or good-faith deposit that is returned to a Fund upon termination of the transaction, assuming all obligations have been satisfied.  Under certain circumstances, such as periods of high volatility, a Fund may be required by an exchange to increase the level of its initial margin payment.  Subsequent payments, called “variation margin,” to and from the broker, are made on a daily basis as the value of the futures position varies, a process known as “marking to market.”  Variation margin does not involve borrowing to finance the futures transactions, but rather represents a daily settlement of a Fund’s obligation to or from a clearing organization.  A Fund is also obligated to make initial and variation margin payments when it writes options on futures contracts.
 
Buyers and sellers of futures positions and options thereon can enter into offsetting closing transactions, by selling or purchasing, respectively, a futures position or options position with the same terms as the position or option purchased or sold.  Positions in futures contracts and options thereon may be closed only on an exchange or board of trade providing a secondary market for such futures or options.
 
Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract or related option may vary either up or down from the previous day’s settlement price.  Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit.  The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because prices could move to the daily limit for several consecutive trading days with little or no trading and thereby prevent prompt liquidation of unfavorable positions.  In such event, it may not be possible for a Fund to close a position and, in the event of adverse price movements, a Fund would have to make daily cash payments of variation margin (except in the case of purchased options).  However, in the event futures contracts have been used to hedge portfolio securities, such securities generally will not be sold until the contracts can be terminated.  In such circumstances, an increase in the price of the securities, if any, may partially or completely offset losses on the
 

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futures contract.  However, there is no guarantee that the price of the securities will, in fact, correlate with the price movements in the contracts and thus provide an offset to losses on the contracts.
 
Successful use by a Fund of futures contracts and related options will in part depend upon the Adviser’s or Subadviser’s, as applicable, ability to predict movements in the direction of the overall securities, currency and interest rate markets, which requires different skills and techniques than predicting changes in the prices of individual securities.  There is, in addition, the risk that the movements in the price of the futures contract or related option will not correlate with the movements in prices of the underlying instruments or currencies.  In addition, if a Fund has insufficient cash, it may have to sell assets from its portfolio to meet daily variation margin requirements.  Any such sale of assets may or may not be made at prices that reflect the rising market.  Consequently, a Fund may need to sell assets at a time when such sales are disadvantageous to the Fund.  If the price of the futures contract or related option moves more than the price of the underlying instruments or currencies, a Fund will experience either a loss or a gain on the futures contract or related option that may or may not be completely offset by movement in the price of the instruments or currencies that are the subject of the hedge.
 
In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between price movements in the futures or related option position and the securities or currencies being hedged, movements in the prices of futures contracts and related options may not correlate perfectly with movements in the prices of the hedged securities or currencies because of price distortions in the futures market.  As a result, a correct forecast of general market trends may not result in successful hedging through the use of futures contracts and related options over the short term.
 
Positions in futures contracts and related options may be closed out only on the exchange or board of trade that provides a secondary market for such futures contracts or related options.  Although a Fund may intend to purchase or sell futures contracts and related options only on the exchanges or boards of trade where there appears to be a liquid secondary market for such futures and related options, there is no assurance that such a market will exist for any particular contract or option at any particular time.  In such event, it may not be possible to close a futures or option position and, in the event of adverse price movements, a Fund would continue to be required to make variation margin payments.
 
Options on futures contracts have a limited life.  The ability to establish and close out options on futures will be subject to the maintenance of liquid secondary markets on the relevant exchanges or boards of trade.
 
Purchasers of options on futures contracts pay a premium in cash at the time of purchase.  This amount and the transaction costs are all that is at risk.  Sellers of options on a futures contract, however, must post initial margin and are subject to additional margin calls that could be substantial in the event of adverse price movements.  In addition, although the maximum amount at risk when a Fund purchases an option is the premium paid for the option and the transaction costs, there may be circumstances when the purchase of an option on a futures contract would result in a loss to a Fund when the use of a futures contract would not, such as when there is no movement in the level of the underlying stock index or the value of securities or currencies being hedged.
 
A Fund’s activities in the futures and related options markets may result in a higher portfolio turnover rate and additional transaction costs in the form of added brokerage commissions; however, a Fund also may save on commissions by using futures and related options as a hedge rather than buying or selling individual securities or currencies in anticipation or as a result of market movements.
 
Buyers and sellers of foreign currency futures contracts are subject to the same risks that apply to the use of futures generally.  Further, settlement of a foreign currency futures contract may occur within the country issuing the underlying currency.  In that case, a Fund must accept or make delivery of the underlying foreign currency in accordance with any U.S. or foreign restrictions or regulations regarding the maintenance of foreign banking arrangements by U.S. residents, and may be required to pay any fees, taxes or charges associated with such delivery that are assessed in the issuing country.
 
A Fund may not write options or purchase or sell futures or forward contracts unless (1) it owns either an offsetting (“covered”) position in securities, or other options or futures or forward contracts or (2) maintains in a separate account on its books or those of its custodian cash and liquid securities with a value sufficient at all times to cover its potential obligations.  A Fund must comply with guidelines established by the SEC with respect to coverage of such instruments by mutual funds and, if required, will set aside cash and liquid securities in a separate account on its books and records or with its custodian in the prescribed amount.  Securities or other options, futures or forward contract positions used for cover and securities held in a separate account cannot be sold or closed out
 

 
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while the strategy is outstanding unless they are replaced with similar assets.  As a result, there is a possibility that the use of cover or separate accounts involving a large percentage of a Fund's assets could impede portfolio management and decrease a Fund's liquidity.
 
A Fund may effectively terminate its right or obligation under an option by entering into a closing transaction.  If a Fund wishes to terminate its obligation under a call option it has written, a Fund may purchase a call option of the same series (that is, a call option identical in its terms to the call option previously written); this is known as a closing purchase transaction.  Conversely, in order to terminate its right under a call or put option it has purchased, a Fund may write an option of the same series, as the option held; this is known as a closing sale transaction.  Closing transactions essentially permit a Fund to realize profits or limit losses on its options positions prior to the exercise or expiration of the option.
 
The value of an option position will reflect, among other things, the current market price of the underlying security, currency or index, the time remaining until expiration, the relationship of the exercise price to the market price, the historical price volatility of the underlying security, currency or index and general market conditions.  For this reason, the successful use of options depends upon the Adviser's or the Subadviser’s ability to forecast the direction of price fluctuations in the underlying securities or, in the case of index options, fluctuations in the market sector represented by the index selected.
 
Unless an option purchased by a Fund is exercised or unless a closing transaction is affected with respect to that position, a loss will be realized in the amount of the premium paid and any transaction costs.
 
A position in an exchange-listed option may be closed out only on an exchange that provides a secondary market for identical options.  The ability to establish and close out positions on the exchanges is subject to the maintenance of a liquid secondary market.  There can be no assurance that a liquid secondary market will exist for any particular option at any particular time.  Closing transactions may be affected with respect to options traded in the over-the-counter (“OTC”) markets (currently the primary markets for options on debt securities) only by negotiating directly with the other party to the option contract or in a secondary market for the option if such market exists.  There can be no assurance that a Fund will be able to liquidate an OTC option at a favorable price at any time prior to expiration.  In the event of insolvency of the opposite party, a Fund may be unable to liquidate an OTC option.
 
Accordingly, it may not be possible to effect closing transactions with respect to certain options, with the result that a Fund would have to exercise those options that it has purchased in order to realize any profit.  With respect to options written by a Fund, the inability to enter into a closing transaction may result in material losses to it.  For example, because a Fund must maintain a covered position or segregate assets with respect to any call option it writes, a Fund may not sell the underlying assets used to cover an option during the period it is obligated under the option unless it substitutes other acceptable securities.  This requirement may impair a Fund's ability to sell a portfolio security or make an investment at a time when such a sale or investment might be advantageous.
 
Index options are settled exclusively in cash.  If a Fund purchases an option on an index, the option is settled based on the closing value of the index on the exercise date.  Thus, a holder of an index option who exercises it before the closing index value for that day is available runs the risk that the level of the underlying index may subsequently change.  For example, in the case of a call option, if such a change causes the closing index value to fall below the exercise price of the option on the index, the exercising holder will be required to pay the difference between the closing index value and the exercise price of the option.
 
A Fund's activities in the options markets may result in a higher portfolio turnover rate and additional brokerage costs; however, a Fund also may save on commissions by using options as a hedge rather than buying or selling individual securities in anticipation or as a result of market movements.
 
The precise matching of the forward currency contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures.  Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot (i.e., cash) market and bear the expense of such purchase if the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency.  Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Fund is obligated to deliver.  The projection of short-term currency market movements is extremely difficult, and
 

 
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the successful execution of a short-term hedging strategy is highly uncertain.  Forward currency contracts involve the risk that anticipated currency movements will not be accurately predicted, causing a Fund to sustain losses on these contracts and transactions costs.
 
At or before the maturity date of a forward contract requiring a Fund to sell a currency, the Fund may either sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Fund will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver.  Similarly, a Fund may close out a forward contract requiring it to purchase a specified currency by entering into a second contract entitling it to sell the same amount of the same currency on the maturity date of the first contract.  A Fund would realize a gain or loss as a result of entering into an offsetting forward currency contract under either circumstance to the extent the exchange rate or rates between the currencies involved moved between the execution dates of the first contract and the offsetting contract.  There can be no assurance that the Fund will be able to enter into new or offsetting forward currency contracts.  Forward currency contracts also involve a risk that the other party to the contract may fail to deliver currency or pay for currency when due, which could result in substantial losses to a Fund.  The cost to a Fund of engaging in forward currency contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing.  Because forward currency contracts are usually entered into on a principal basis, no fees or commissions are involved.
 
VIII.           Derivatives
 
The Funds may invest in derivative securities.  Derivative securities are instruments that derive their value from other financial instruments, securities, or indices.  Investments in derivative securities can create leverage and thereby increase the volatility of the Fund’s share price and expose the Fund to significant additional costs and potential investment losses.  At times, it may be difficult to sell or value derivative securities.  Examples of derivatives in which the Funds may invest that have special risk features, include futures and options on securities, credit-linked securities, inverse floaters and interest rate swaps and rate locks.  The following is a description of these derivatives (except for Futures and Options, which have been described previously).
 
A. Credit-Linked Securities.  Credit-linked securities are securities whose performance is linked to the performance of a designated basket or index of high yield securities or credit default swaps.  Credit-linked securities are typically issued by a trust or a similar entity, which invests in a designated basket of high yield securities or in swap agreements or securities lending agreements that are based upon designated baskets of high yield securities or credit default swaps.  Investments in credit-linked securities can be an efficient means of managing the cash position of a Fund.
 
The risks associated with investing in credit-linked securities include the following:
 
 
1.
Market Risk.  The values of credit-linked securities will generally rise or fall in response to the changes in the market values of the designated basket or index of high yield securities or credit default swaps.
 
 
2.
Credit Risk and Interest Rate Risk.  The credit risk and interest rate risk associated with an investment in a credit-linked security are generally equivalent to the credit risk and interest rate risk associated with direct investments in the actual securities in the underlying designated basket of high yield securities or credit default swaps.
 
 
3.
Counter-Party Risk.  This is the risk that the counter-party to a swap or securities lending agreement will be unable to honor its commitments under the agreement.
 
 
4.
Liquidity Risk.  Credit-linked securities are typically not registered for public trading under the Securities Act of 1933 and are therefore considered restricted securities.  At times, it may be difficult to sell credit-linked securities due to the lack of an available trading market.  See, Section IV “Restricted and Illiquid Securities” for the risks of illiquid securities.
 
 
5.
Basis Risk.  This is the risk that the performance of credit-linked securities may not correspond with the performance of the underlying designated basket of high yield securities or their target index.
 
For these reasons, there is no guarantee that the strategy of investing in credit-linked securities will be successful and a Fund could lose money by investing in them.
 
B.  Inverse Floaters.  Inverse floaters are securities on which the rate of interest varies inversely with interest rates on other securities or the value of an index.  For example, an inverse floating rate security may pay
 

 
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interest at a rate that increases as a specified interest rate index decreases but decreases as that index increases.  The secondary market for inverse floaters may be limited and they may be illiquid.  See “Restricted and Illiquid Securities” for the risks of illiquid securities.  The market values of such securities generally are more volatile than the market values of ordinary fixed rate obligations.  The interest rates on inverse floaters may be significantly reduced, even to zero, if interest rates rise.
 
C.  Interest Rate Swaps.  Interest rate swap transactions are agreements between two parties to exchange interest payments on a designated amount of two different securities for a designated period of time.  For example, two parties may agree to exchange interest payments on variable and fixed rate instruments.  The Funds may enter into interest rate swap transactions to preserve a return or spread on a particular investment or a portion of its bond portfolio.
 
The Funds will usually enter into swaps on a net basis, i.e., the two payment streams will be netted out in a cash settlement on the payment date or on dates specified in the investment.  A Fund’s obligations under a swap agreement will be accrued on a daily basis (offset against any amounts owing to the Fund), and appropriate Fund assets having an aggregate net asset value at least equal to the accrued but unpaid net amounts owed to a swap counter-party will be generally maintained in a segregated account.  A Fund also will establish and maintain such segregated accounts with respect to its total obligations under any swaps that are not entered into on a net basis.  Because segregated accounts will be established with respect to such transactions, the Funds do not treat swap transactions as constituting senior securities.  Accordingly, the Funds will not treat them as being subject to the Funds’ borrowing restrictions.
 
The Funds will enter into interest rate swap transactions only with banks and recognized securities dealers or their respective affiliates believed to present minimal credit risk in accordance with guidelines established by each Fund's Board.  Swaps do not involve the delivery of securities, other underlying assets or principal.  Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments the Fund is contractually obligated to make.  If the other party to a swap defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund contractually is entitled to receive.  If there is a default by the counter-party, the Fund may have contractual remedies pursuant to the agreements related to the transaction.
 
The swap market has grown significantly in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation.  As a result, the swap market has become relatively liquid.  Certain swap transactions involve more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than traditional swap transactions.
 
The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.  If a Fund were incorrect in its forecasts of interest rates, the investment performance of the Fund would be less favorable than it would have been if this investment technique were not used.
 
D. Municipal Market Data Rate Locks. The Funds may purchase and sell Municipal Market Data Rate Locks (“MMD Rate Locks”).  An MMD Rate Lock permits a Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date.  MMD Rate Locks may be used for hedging purposes.  An MMD Rate Lock is an agreement between two parties -- a Fund and an MMD Rate Lock provider -- pursuant to which the parties agree to make payments to each other on a notional amount, contingent upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the contract.  For example, if a Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified level on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus the actual level, multiplied by the notional amount of the contract.  If the Municipal Market Data AAA General Obligation Scale is above the specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual level minus the specified level, multiplied by the notional amount of the contract.  There is no payment made or received at inception.  If both parties consent, an MMD Rate Lock can be unwound prior to settlement, provided that a termination payment can be agreed upon to settle the contract.
 
In entering into MMD Rate Locks, there is a risk that municipal yields will move in the direction opposite the direction anticipated by a Fund.  As with interest rate swaps, the use of MMD Rate Locks is a highly specialized
 

 
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activity that involves investment techniques and risks different than those associated with ordinary portfolio securities transactions.
 
The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each MMD Rate Swap will be accrued on a daily basis and an amount of liquid assets that have an aggregate net asset value at least equal to the accrued excess will be maintained in a separate account by the Fund.  Because separate accounts will be established with respect to such transactions on the books and records of a Fund or with its custodian, the Funds do not treat MMD Rate Locks as constituting senior securities.  Accordingly, the Funds will not treat them as being subject to the Funds’ borrowing restrictions.
 
The Funds will enter into MMD Rate Locks only with banks and recognized security dealers or their respective affiliates believed to present minimal credit risk in accordance with guidelines established by each Fund’s Board.  MMD Rate Locks do not involve the delivery of securities, other underlying assets or principal.  Accordingly, the risk of loss with respect to MMD Rate Locks is limited to the amount of payments a Fund is contractually obligated to make.  If the other party to an MMD Rate Lock defaults, a Fund’s risk of loss consists of the amount of payments that the Fund contractually is entitled to receive.  If there is a default by the counter-party, a Fund may have contractual remedies pursuant to the agreements related to the transaction.
 
To the extent that other types of rate locks are available or developed in the future, the Funds may enter into them on the same basis and for the same purposes as set forth above.
 
IX.           Repurchase Agreements
 
The Funds may invest in repurchase agreements.  A repurchase agreement is essentially a short-term collateralized loan. The lender (a Fund) agrees to purchase a security from a borrower (typically a broker-dealer) at a specified price.  The borrower simultaneously agrees to repurchase that same security at a higher price on a future date.  The difference between the purchase price and the repurchase price effectively constitutes the payment of interest.  In a standard repurchase agreement, the securities, which serve as collateral, are transferred to a Fund’s custodian bank.  In a “tri-party” repurchase agreement, these securities would be held by a different bank for the benefit of the Fund as buyer and the broker-dealer as seller.  In a “quad-party” repurchase agreement, the Fund’s custodian bank also is made a party to the agreement.  Each Fund may enter into repurchase agreements with banks that are members of the Federal Reserve System or securities dealers who are members of a national securities exchange or are market makers in government securities.  The period of these repurchase agreements will usually be short, from overnight to one week.  The securities, which are subject to repurchase agreements, however, may have long maturities.  Each Fund will always receive, as collateral, securities whose market value, including accrued interest, will at all times be at least equal to 100% of the dollar amount invested by the Fund in each agreement, and the Fund will make payment for such securities only upon physical delivery or evidence of book entry transfer to the account of the custodian.  If the seller defaults, a Fund might incur a loss if the value of the collateral securing the repurchase agreement declines, and might incur disposition costs in connection with liquidating the collateral.  In addition, if bankruptcy or similar proceedings are commenced with respect to the seller of the security, realization upon the collateral by a Fund may be delayed or limited.
 
X.           Temporary Borrowing
 
The Funds may borrow for temporary or emergency purposes to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.  Borrowing increases the risks of investing by increasing leverage and accentuating potential losses.
 
XI.           Temporary Defensive Investments
 
From time to time, the Funds may take temporary defensive positions in reaction to unusual market conditions, anticipated redemptions, or other events.  At such times, the Funds may invest large portions of their portfolios in cash (including foreign currency) or cash equivalents such as commercial paper and short-term debt instruments.  In addition, the Funds may also invest in larger capitalization issuers and/or higher-quality and shorter maturity instruments than they otherwise would under their stated investment policies and strategies. For a description of commercial paper and other short-debt instruments, see “Commercial Paper and Other Short-Term Investments.”  When the Funds are taking temporary defensive positions, they may not achieve their investment objectives and they could suffer losses.  For information concerning the risks of investing in commercial paper, other short-term debt instruments, and foreign currency, see “Debt Securities”, “Commercial Paper and Other Short-Term Investments”, and “Foreign Securities Exposure.”

 
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PORTFOLIO HOLDINGS INFORMATION POLICIES AND PROCEDURES
 
 
In accordance with SEC regulatory requirements, each First Investors Fund files a complete schedule of its portfolio holdings with the SEC on a quarterly basis on Forms N-CSR and N-Q.  In addition, the First Investors Cash Management Fund and First Investors Life Series Cash Management Fund each files a complete schedule of its portfolio holdings with the SEC on a monthly basis on Form N-MFP.  These forms are publicly available on the SEC's Internet website (http://www.sec.gov).  Each Fund will also provide a copy of its latest Form N-CSR to the public free of charge upon request.  Each Fund (except for a money market fund) also includes a schedule of its portfolio holdings in its annual and semi-annual reports to shareholders, which are available free of charge to the public upon request. Each Fund also publishes its top ten holdings on a quarterly basis on the First Investors website at www.firstinvestors.com.  The First Investors Cash Management Fund and the First Investors Life Series Cash Management Fund also publish their complete schedule of portfolio holdings on a monthly basis on First Investors website at www.firstinvestors.com.
 
Until portfolio holdings information for the Funds is made public in Form N-CSR, in Form N-Q, in a shareholder report, or on the First Investors website, it is considered to be confidential.  Such information may only be disclosed to persons who have a legitimate business reason to have the information and who are subject to a duty to keep the information confidential (including a duty not to trade on such information).  Neither the Funds, FIMCO, any subadviser of the Funds, nor any other person receives compensation in connection with the disclosure of information about portfolio securities.
 
Non-public portfolio holdings information may not be provided to any actual or prospective shareholder of the Funds, any institutional investor, or any broker-dealer or financial intermediary who seeks such information for purposes of determining whether to invest in the Funds.  This is not considered a legitimate business need for the information.  If such persons request portfolio holdings information, they may only be provided with information that is disclosed in the latest annual or semi-annual report, in Forms N-CSR and N-Q filed with the SEC, and on the First Investors website.
 
Non-public portfolio holdings information may be provided to the following categories of persons based upon the fact that they have a legitimate business need for such information and are subject to a duty of confidentiality:
 
 
(a)
Investment advisers, sub-advisers, and sub-adviser candidates for the Funds (and their access persons);
     
 
(b)
Custodians and sub-custodians of the Funds;
     
 
(c)
Auditors of the Funds;
     
 
(d)
Legal counsel for the Funds;
     
 
(e)
Independent Trustees of the Funds;
     
 
(f)
Legal counsel to the Independent Trustees of the Funds;
     
 
(g)
Ratings or ranking agencies;
     
 
(h)
Parties who provide insurance for municipal securities purchased by the Funds;
     
 
(i)
Companies that provide analytical services to the Funds and their investment Adviser;
     
 
(j)
Companies that provide pricing, operational, trade notification, settlement and valuation services to the Funds, their Adviser and/or their subadvisers;
     
 
(k)
Proxy voting services employed by the Funds;
     
 
(l)
Broker-dealers who provide execution or research services for the Funds (including identifying potential buyers and sellers for securities that are held by the Funds);
     
 
(m)
Broker-dealers who provide quotations that are used in pricing when a pricing service is unable to provide a price or it is determined to be unreliable; and
     
 
(n)
Companies that provide other services that are deemed to be beneficial to the Funds.
 
The Funds have ongoing arrangements to provide portfolio holdings information to the following: custodians and sub-custodians of the Funds (The Bank of New York Mellon, Brown Brothers Harriman & Co. and their foreign sub-custodians); the independent registered public accounting firm of the Funds (Tait, Weller & Baker); ratings or ranking agencies and companies that provide analytical services to the Funds and their investment adviser (Lipper, FactSet Research Systems, Inc., Investment Technology Group, Inc., and Bloomberg); pricing services employed by Funds (FT Interactive Data Corp and Standard & Poor’s Securities Evaluations, Inc.); proxy voting services employed by the Funds (Risk Metrics Group and Glass Lewis & Co.) and companies that provide
 

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operational, trade notification, settlement, pricing and valuation services (State Street Bank and Trust Company and Markit WSO Corporation).
 
The following categories of persons are authorized to disclose portfolio holdings information to persons who have a legitimate business reason to receive non-public information – executive officers of the Funds, the portfolio managers, traders, analysts, other portfolio department personnel, such as portfolio assistants and administrative assistants, portfolio accountants, senior executives, and legal and compliance officers of the Funds’ adviser or subadvisers.
 
FIMCO employs the following policies on behalf of the Funds with respect to portfolio holdings information.  It requires employees who have access to non-public portfolio holdings information as part of their regular functions to treat such information as confidential, prohibits them from trading for their own accounts based upon such information to the extent that such trading would violate the law, and prohibits them from selectively disclosing such information to any person who does not have a legitimate business need for such information that is consistent with the interests of the Funds.  FIMCO permits such employees to disclose a non-public list of portfolio holdings to a broker-dealer that provides services to the Funds subject to the following conditions: (a) the list must be at least 30 days old; (b) it must not specify the number of shares or units held, the dollar value, or the percentage of assets represented by the securities; and (c) it must be accompanied by a statement that the information is confidential and is being provided solely to assist the broker-dealer to provide research and execution services to the Funds and may not be used for trading in the Funds’ shares by the broker-dealer or its clients.  The Chief Compliance Officer of the Funds may also make exceptions to these policies when it is in the best interests of the Funds to do so.
 
The subadvisers for certain First Investors Funds, Wellington Management Company, LLP (“Wellington Management”), Paradigm Capital Management, Inc. (“Paradigm Capital Management”), Vontobel Asset Management, Inc. (“Vontobel”), Smith Asset Management Group, L.P. (“Smith”) and Muzinich & Co., Inc. (“Muzinich”) use policies that comply with the policies of First Investors Funds.  Generally, Wellington Management’s policies prohibit disclosing the portfolio holdings of any Fund to any person unless such disclosure has been approved by the Fund or such a disclosure is reasonably necessary for Wellington Management to provide investment advice to its clients.  Paradigm Capital Management’s policies require authorization prior to any disclosure of portfolio holdings to any outside vendor or service provider other than a broker-dealer that provides it with research and execution services.  Paradigm Capital Management’s policies also recognize that it is appropriate to release portfolio information upon request from regulatory agencies or if compelled by law to do so.  Vontobel, aside from its disclosure of portfolio holdings information to broker-dealers that provide research and execution services to the Funds, will not disclose portfolio holdings information to third parties until such information is made public by the Funds.  Smith’s policies prohibit disclosing the portfolio holdings of a Fund to any person unless such disclosure has been approved by the Fund or such disclosure is reasonably necessary for Smith to provide investment advice to its clients.  Muzinich, aside from certain funds managed under the Muzinich name which Muzinich can use as example portfolios, prohibits selective disclosure of portfolio holdings of other clients or managed funds to preferred clients or prospects or unrelated parties on a real or near real time basis.  The obligation to safeguard sensitive client information would not preclude Muzinich from providing necessary information to, for example, persons providing services to Muzinich or any account such as brokers, accountants, custodians, and fund transfer agents, or in other circumstances when the client consents.  To the extent a subadviser manages a Fund in accordance with a particular style that it uses for other clients, information about the holdings may be available to other clients or potential clients of the subadviser.
 
The Investment Compliance Manager of the Funds’ Adviser monitors for compliance with the foregoing policies with respect to employees of the Adviser and its affiliates who are Access Persons of the Funds.  Any violations of these policies are reported to the Board of Trustees of the Funds on a quarterly basis.  The policies of the Funds’ sub-advisers are monitored by its compliance staff, and any violations are required to be reported to the Chief Compliance Officer of FIMCO and the Funds, and the Board of Trustees of the Funds.
 

 
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PORTFOLIO TURNOVER
 
Portfolio securities may be sold from time to time without regard to the length of time they have been held when, in the opinion of the Adviser or subadviser (as applicable), investment considerations warrant such action.  Portfolio turnover rate is calculated by dividing (1) the lesser of purchases or sales of portfolio securities for the fiscal year by (2) the monthly average of the value of portfolio securities owned during the fiscal year.  A 100% turnover rate would occur if all the securities in a Fund's portfolio, with the exception of securities whose maturities at the time of acquisition were one year or less, were sold and either repurchased or replaced within one year.  A high rate of portfolio turnover (100% or more) generally leads to higher transaction costs and may result in a greater number of taxable transactions and, consequently, larger taxable distributions to shareholders.
 
MANAGEMENT OF THE FUNDS
 
A.
Advisory and Subadvisory Services.
 
Investment advisory services to each Fund are provided by FIMCO, pursuant to an Investment Advisory Agreement (“Advisory Agreement”).  FIMCO is a wholly owned subsidiary of First Investors Consolidated Corporation (“FICC”), and its address is 110 Wall Street, New York, NY 10005.  FICC and its consolidated subsidiaries engage in a variety of businesses, ranging from investment management to brokerage services and insurance.  FICC is a subsidiary of the Independent Order of Foresters (“Foresters”).  Foresters is a Canadian fraternal benefit society with operations in Canada, the United States and the United Kingdom and its principal business address is 789 Don Mills Road, Toronto, Canada M3C 179.
 
Pursuant to the Advisory Agreement, FIMCO is responsible for supervising and managing each Fund’s investments, determining each Fund’s portfolio transactions and supervising all aspects of each Fund's operations, subject to review by the Trustees.  The Advisory Agreement also provides that FIMCO shall provide the Funds with certain executive, administrative and clerical personnel, office facilities and supplies, conduct the business and details of the operation of each Fund and assume certain expenses thereof, other than obligations or liabilities of the Funds.
 
The Advisory Agreement may be terminated at any time, with respect to a Fund, without penalty by the Trustees or by a majority of the outstanding voting securities of such Fund, or by FIMCO, in each instance on not less than 60 days written notice, and shall automatically terminate in the event of its assignment (as defined in the 1940 Act).  The Advisory Agreement also provides that it will continue in effect, with respect to a Fund, for a period of over two years only if such continuance is approved annually either by the Trustees or by a majority of the outstanding voting securities of such Fund, and, in either case, by a vote of a majority of the Independent Trustees voting in person at a meeting called for the purpose of voting on such approval.
 
Under the Advisory Agreement, each Fund is obligated to pay the Adviser an annual fee, paid monthly, as set forth in Part I of its SAI.  Each Fund bears all expenses of its operations other than those assumed by the Adviser or its Underwriter under the terms of its Advisory or Underwriting Agreements.  Fund expenses include, but are not limited to: the advisory fee; Rule 12b-1 fees; shareholder servicing fees and expenses; custodian fees and expenses; legal and auditing fees; registration fees and expenses; expenses of communicating to existing shareholders, including preparing, printing and mailing prospectuses and shareholder reports to such shareholders; and proxy and shareholder meeting expenses.
 
FIMCO has an Investment Committee composed of the Chairman and General Counsel of FIMCO and/or the Chief Legal and Regulatory Officer of FICC in his or her absence, the Investment Compliance Manager, and the portfolio managers of each of the Funds.  The Investment Committee meets periodically to review the performance of each of the Funds, the investment strategies that are being used to manage the Funds and recent additions to and deletions from the portfolios of the Funds.
 
Foresters owns all of the voting common stock of FICC, the parent company of FIMCO, First Investors Corporation (“FIC”) and Administrative Data Management Corp. (“ADM”) and therefore, Foresters controls each of these FICC affiliated companies.
 
Wellington Management serves as the investment subadviser to the Global Fund pursuant to a subadvisory agreement (“Subadvisory Agreement”).  Under the Subadvisory Agreement, Wellington Management is responsible for managing the Fund’s investments, subject to the oversight of FIMCO and the Board.  FIMCO is responsible for paying Wellington Management a subadvisory fee with respect to the Fund, as set forth in Part I of the SAI for the Fund.  The Subadvisory Agreement provides that it will continue for a period of more than two years from the date
 

 
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of execution only so long as such continuance is approved annually by either the Board or a majority of the outstanding voting securities of the Fund and, in either case, by a vote of a majority of the Independent Trustees voting in person at a meeting called for the purpose of voting on such approval.  The Subadvisory Agreement also provides that it will terminate automatically if assigned or upon termination of the Advisory Agreement, and that it may be terminated at any time without penalty by the Board or a vote of a majority of the outstanding voting securities of the Fund or by the subadviser upon not more than 60 days nor less than 30 days written notice.  The Subadvisory Agreement provides that Wellington Management will not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which the Subadvisory Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.
 
Paradigm Capital Management serves as the investment subadviser to the Special Situations and Life Series Discovery Funds pursuant to a subadvisory agreement (“Subadvisory Agreement”).  Under the Subadvisory Agreement, Paradigm Capital Management is responsible for managing each Fund’s investments, subject to the oversight of FIMCO and the Board. FIMCO is responsible for paying Paradigm Capital Management a subadvisory fee with respect to each Fund, as set forth in Part I of the SAI for the Fund.  The Subadvisory Agreement provides that it will continue for a period of more than two years from the date of execution only so long as such continuance is approved annually by either the Board or a majority of the outstanding voting securities of the Fund and, in either case, by a vote of a majority of the Independent Trustees voting in person at a meeting called for the purpose of voting on such approval.  The Subadvisory Agreement also provides that it will terminate automatically if assigned or upon the termination of the Advisory Agreement, and that it may be terminated at any time without penalty by the Board or a vote of a majority of the outstanding voting securities of the Fund or by the subadviser upon not more than 60 days nor less than 30 days written notice.  The Subadvisory Agreement provides that Paradigm Capital Management will not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which the Subadvisory Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties.
 
Vontobel serves as the investment subadviser to the International and Life Series International Funds pursuant to a subadvisory agreement (“Subadvisory Agreement”).  Under the Subadvisory Agreement, Vontobel is responsible for managing each Fund’s investments, subject to the oversight of FIMCO and the Board.  FIMCO is responsible for paying Vontobel a subadvisory fee with respect to each Fund as set forth in Part I of the SAI for the Fund.  The Subadvisory Agreement provides that it will continue for a period of more than two years from the date of execution only so long as such continuance is approved annually by either the Board or a majority of the outstanding voting securities of the Fund and, in either case, by a vote of a majority of the Independent Trustees voting in person at a meeting called for the purpose of voting on such approval.  The Subadvisory Agreement also provides that it will terminate automatically if assigned or upon the termination of the Advisory Agreement, and that it may be terminated at any time without penalty by the Board or a vote of a majority of the outstanding voting securities of the Fund or by the subadviser upon not more than 60 days nor less than 30 days written notice.  The Subadvisory Agreement provides that Vontobel will not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which the Subadvisory Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties.
 
Smith serves as the investment subadviser to the Select Growth and Life Series Select Growth Funds pursuant to separate subadvisory agreements (collectively, “Subadvisory Agreement”).  Under the Subadvisory Agreement, Smith is responsible for managing each Fund’s investments, subject to the oversight of FIMCO and the Board.  FIMCO is responsible for paying Smith a subadvisory fee, with respect to each Fund as set forth in Part I of the SAI for the Fund.  The Subadvisory Agreement provides that it will continue for a period of more than two years from the date of execution only so long as such continuance is approved annually by either the Board or a majority of the outstanding voting securities of the Fund and, in either case, by a vote of a majority of the Independent Trustees voting in person at a meeting called for the purpose of voting on such approval.  The Subadvisory Agreement also provides that it will terminate automatically if assigned or upon the termination of the Advisory Agreement, and that it may be terminated at any time without penalty by the Board or a vote of a majority of the outstanding voting securities of the Fund or by the subadviser upon not more than 60 days nor less than 30 days written notice.  The Subadvisory Agreement provides that Smith will not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which the Subadvisory Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties.
 

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Muzinich serves as the investment subadviser to the Fund For Income, a series of First Investors Income Funds, and the High Yield Fund, a series of First Investors Life Series Funds pursuant to a subadvisory agreement (“Subadvisory Agreement”).  Under the Subadvisory Agreement, Muzinich is responsible for managing each Fund’s investments, subject to the oversight of FIMCO and the Board.  FIMCO is responsible for paying Muzinich a subadvisory fee with respect to each Fund as set forth in Part I of the SAI for each Fund.  The Subadvisory Agreement provides that it will continue for a period of more than two years from the date of execution only so long as such continuance is approved annually by either the Board or a majority of the Independent Trustees voting in person at a meeting called for the purpose of voting on such approval.  The Subadvisory Agreement also provides that it will terminate automatically if assigned or upon the termination of the Advisory Agreement, and that it may be terminated at any time without penalty by the Board or a vote of a majority of the outstanding voting securities of the Fund or by the subadviser upon not more than 60 days nor less than 30 days written notice.  The Subadvisory Agreement provides that Muzinich will not be liable for any error or judgment or for any loss suffered by the Funds in connection with the matters to which the Subadvisory Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties.
 
B.
Code of Ethics.
 
In accordance with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 and Rule 17j-1 of the 1940 Act, the First Investors Funds, FIMCO, and their principal underwriter, First Investors Corporation (“FIC”) have adopted a Code of Ethics to protect the Funds and other advisory clients of FIMCO (“Other Advisory Clients”) from actual and potential conflicts of interest which may arise from the Personal Securities Transactions and other conduct of access persons (“Access Persons”).
 
Under the Code of Ethics, all Access Persons are expected to not only comply with the federal securities laws and the Code of Ethics, but also to follow the highest fiduciary and ethical standards in all business and personal dealings which could in any way affect the Funds or Other Advisory Clients.  The guiding principles for all Access Persons are to place the interests of the Funds and Other Advisory Clients 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 or Other Advisory Clients, and to refrain from taking any inappropriate advantage of their positions of trust and responsibility.
 
Subject to certain exemptions, all Access Persons, except the Independent Trustees of the Funds, are subject to a number of restrictions on their personal trading activities.  Among other things, Access Persons (a) must report to FIMCO upon hire, and annually thereafter, all holdings of covered securities and reportable securities, as defined in the Code of Ethics; (b) must have all non-exempt trades in covered securities pre-cleared; (c) are generally prohibited from trading covered securities while any of the Funds are buying or selling or actively considering buying or selling the same covered securities; (d) are prohibited from retaining profits from short-term trading in covered securities; (e) must report to a compliance officer on a quarterly basis all holdings of covered and reportable securities via duplicate account statements, confirmations or quarterly transaction reports; and (f) are prohibited from purchasing covered securities in limited offerings, including initial public offerings and private placements, unless a compliance officer determines that there are no actual or apparent conflicts between the interest of the Access Persons and the Funds.
 
Wellington Management, which serves as subadviser to First Investors Global Fund, has similarly adopted a Code of Ethics that governs the personal securities trading and conduct of its portfolio managers and other access persons of its clients.  Among other things, Wellington Management’s Code of Ethics requires its access persons to file reports concerning their personal securities holdings and transactions, including holdings of, and transactions in, mutual funds for which Wellington Management serves as adviser or subadviser; it requires access persons to pre-clear “covered transactions” prior to execution; and, it imposes “black out restrictions” on buying or selling securities that are being bought or sold by Wellington Management clients.
 
Paradigm Capital Management, which serves as subadviser to certain First Investors Funds, has similarly adopted a Code of Ethics that governs the personal securities trading and conduct of its portfolio managers and other access persons of its clients.  Among other things, Paradigm Capital Management’s Code of Ethics requires access persons to receive approval of a compliance officer prior to executing non-exempt personal securities transactions in “Named Securities”, which are securities currently recommended by Paradigm Capital Management for purchase or sale or are under consideration for purchase or sale; and it requires its access persons to report their personal securities holdings and transactions, including holdings of, and transactions in, mutual funds for which Paradigm Capital Management serves as subadviser.
 

 
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Vontobel, which serves as a subadviser to certain First Investor Funds, also has similarly adopted a Code of Ethics that governs the personal securities trading and conduct of its portfolio managers and other access persons of its clients.  Personnel subject to the Vontobel’s Code of Ethics may purchase and sell securities for their personal accounts, including securities that may be purchased, sold or held by the Fund for which Vontobel serves as subadviser, subject to certain restrictions and conditions.  Generally, personal securities transactions are subject to pre-clearance procedures, reporting requirements and holding period rules.  The Code of Ethics also restricts personal securities transactions in private placements, initial public offerings and securities in which the Funds, for which Vontobel serves as subadviser, have a pending order.
 
Smith, which serves as a subadviser to certain First Investors Funds, also has similarly adopted a Code of Ethics that governs the personal securities trading and conduct of its portfolio managers and other access persons of its clients.  Personnel subject to the Smith’s Code of Ethics may purchase and sell securities for their personal accounts, including securities that may be purchased, sold or held by the Fund for which Smith serves as subadviser, subject to certain restrictions and conditions.  Generally, personal securities transactions are subject to reporting requirements and holding period rules.  The Code of Ethics also restricts personal securities transactions in certain situations.
 
Muzinich, which serves as a subadviser to certain First Investors Funds, also has similarly adopted a code of ethics that governs the personal securities trading and conduct of its portfolio managers and other access persons of its clients.  Personnel subject to the code, among other things, must recognize and act in accordance with the concept that the interests of clients are paramount and take precedence over all others.  All employees sign onto a Code of Ethics in which they agree to submit brokerage statements for all of their securities and related holdings across all asset classes to the firm’s CCO.  All personal trades in credit securities or loans, or in new issues, limited offerings, or in 40-Act funds managed or sub-advised by Muzinich, require the prior approval of the firm’s CCO.  Firm personnel may not trade in securities of any type issued by companies placed on the Firm’s “Restricted List” as they are companies in which the firm may have received material non-public information.
 
C.
Proxy Voting Policies and Procedures.
 
The Funds have adopted policies and procedures for determining how proxies relating to portfolio securities held by the Funds should be voted, including policies and procedures for identifying and addressing potential conflicts of interest that may be presented between the interests of the Funds, their shareholders, and their advisers, subadvisers, and other affiliated persons.  For Funds that are managed by FIMCO, the Board has approved use of FIMCO’s proxy voting policies and procedures.  For each Fund that is managed by a subadviser, the Board has approved that subadviser’s proxy voting policies and procedures.  The proxy voting policies and procedures used by FIMCO and the subadvisers are summarized below.  All proxies are required to be voted in accordance with the best interests of the Funds.  However, since the Funds are managed by different personnel and reasonable minds may differ on whether a particular proposal is in the best interest of a Fund, the Funds may not all vote in a similar manner on any particular issue.  Moreover, the Funds may not vote all proxies for a variety of reasons described below.
 
 
1.
FIMCO.
 
FIMCO has delegated the responsibilities of monitoring, analyzing and voting proxies on behalf of the FIMCO-managed Funds to the RiskMetrics Group, Inc. (“RMG”).   In turn, RMG determines how to vote proxies based on a set of guidelines that are updated each year to reflect feedback from a diverse range of market participants, including institutional investors, corporate issuers, and industry groups.  The guidelines state whether RMG recommends voting for, against, withhold, or on a case-by-case basis on each category of issue listed.  If the guidelines provide for a case-by-case approach, RMG generally lists the factors that are to be considered. RMG’s 2011 proxy voting guideline summaries are published at www.issgovernance.com.
 
When proxies are received for FIMCO-managed Funds (and other RMG clients), RMG formulates recommendations taking into consideration its guidelines and its analysis.  FIMCO has instructed RMG to vote proxies for the FIMCO-managed Funds automatically in accordance with RMG’s recommendations.  However, FIMCO will monitor what it regards as critical or important proxy votes and has reserved the right to vote on any issue in accordance with its own evaluation of the issue.  FIMCO also monitors the voting process at RMG via its Proxy Exchange website (RMG’s online voting and research platform).  Records of which accounts are voted, how accounts are voted, and how many shares are voted are kept electronically with RMG and can be accessed by FIMCO.
 

 
II-23 
 
 
If a proxy proposal were to create a conflict of interest between the interests of a Fund and those of FIMCO or its affiliates, the conflict of interest would have to be reported to FIMCO’s General Counsel and/or the Chief Legal and Regulatory Officer of FICC in his or her absence.  The General Counsel would then provide guidance concerning the resolution of the conflict of interest and would report the conflict of interest to the Board of Trustees of the Funds at its next formal meeting.
 
 
2.
Wellington Management.
 
The Global Fund, for which Wellington Management serves as subadviser, has granted to Wellington Management the authority to vote proxies on its behalf with respect to the assets managed by Wellington Management.  Wellington Management votes proxies in what it believes are the best economic interests of its clients and in accordance with its Global Proxy Policy and Procedures. Wellington Management’s Corporate Governance Committee is responsible for the review and oversight of the firm’s Global Proxy Policy and Procedures. The Corporate Governance Group within Wellington Management’s Investment Services Department is responsible for the day-to-day administration of the proxy voting process. Although Wellington Management may utilize the services of various external resources in analyzing proxy issues and has established its own Global Proxy Voting Guidelines setting forth general guidelines for voting proxies, Wellington Management personnel analyze all proxies and vote proxies based on their assessment of the merits of each proposal. Each portfolio manager of the Global Fund has the authority to determine the final vote for securities held in the Global Fund, unless the portfolio manager is determined to have a material conflict of interest related to that proxy vote.  Wellington Management maintains procedures designed to identify and address material conflicts of interest in voting proxies. Its Corporate Governance Committee sets standards for identifying material conflicts based on client, vendor and lender relationships. Proxy votes for which Wellington Management identifies a material conflict are reviewed by designated members of its Corporate Governance Committee or by the entire committee in some cases to resolve the conflict and direct the vote.
 
 
3.
Paradigm Capital Management.
 
Paradigm Capital Management votes proxies consistent with the best interests of the client, including long-term and short-term economic interests. Paradigm Capital Management’s Chief Compliance Officer is responsible for the review and oversight of the firm’s proxy voting policies and procedures.  The portfolio managers are responsible for the day-to-day administration of the proxy voting process.  Paradigm Capital Management has subscribed to an unaffiliated third-party corporate governance research service to assist it in analyzing proxies.  The portfolio managers have the authority to determine the final vote for securities held in Funds for which they serve as the designated manager, unless such party is determined to have a material conflict of interest related to that proxy vote.  Paradigm Capital Management maintains procedures designed to identify and address material conflicts of interest in voting proxies.  The Chief Compliance Officer sets standards for identifying material conflicts.  Proxy votes for which Paradigm Capital Management identifies a material conflict are reviewed by the Chief Compliance Officer and the portfolio manager to resolve the conflict and direct the vote.  If a resolution cannot be made by the Chief Compliance Officer and the portfolio manager, a third party may be asked to resolve the situation.
 
 
4.
Vontobel.
 
Vontobel votes proxies consistent with the best interests of the client.  Vontobel has subscribed to an unaffiliated third-party corporate governance research service to assist it in analyzing proxies.  In most cases, Vontobel votes in strict accordance with the recommendations of the unaffiliated third-party corporate governance research service, but reserves the right to change that vote when a majority of the portfolio managers disagree with a recommendation or the firm is otherwise advised by the client in writing.  Vontobel maintains procedures designed to identify and address material conflicts of interest in voting proxies.  Whenever the Proxy Voting Group at Vontobel detects an actual or potential material conflict between the interests of a client, on the one hand, and the firm’s interests or the interests of a person affiliated with the firm on the other, the Proxy Voting Group will review the conflict.  If a potential conflict has been identified, then Vontobel will provide the client with sufficient information regarding the potential conflict and obtain the client’s consent prior to voting, or vote securities in accordance with its proxy voting policies discussed above.
 

II-24 
 
 

 
5.
Smith Group.
 
Smith believes that voting client proxies is an important tool for maintaining long-term shareholder value for its clients in conjunction with the overall portfolio management process.  Smith has written policies and procedures designed to ensure that these ideals are effectively maintained in accordance with client’s best interests.  Smith has established an advisory committee consisting of senior members of the management team as well as senior portfolio managers and Smith’s Chief Compliance Officer, which has the responsibility to construct Smith’s overall voting guidelines as well as the procedures to ensure compliance.  A member of the committee has been designated the proxy voting manager, whose duty it is to administer Smith’s proxy voting procedures on an ongoing basis.   Smith’s designated voting delegate receives proxy materials from the custodial bank or trustee for each client with which Smith has stated proxy voting authority.  Smith has contracted with a third-party service provider to assist with administrative functions, including collecting and sorting proxy materials.  Smith has stated guidelines regarding specific proxy items.  Those items that do not fall under the stated guidelines set forth by Smith are reviewed on a case-by-case basis by the proxy voting manager and voted in the client’s best interest as determined by the committee.  Situations may arise where the interests of Smith conflict with those of the client.  These situations could include where: (i) Smith provides advisory services to a public firm whose shares are included in its client’s portfolio; or (ii) Smith, an affiliate or an employee has a personal relationship with a public firm whose shares are included in a client’s portfolio.  If these situations arise and management of the issuer is soliciting proxy votes, the following guidelines will be applied: (a) if the proxy voting guidelines already determine a course of action, votes will be cast according to the guidelines; (b) if the proxy item does not fall under the specific guidelines or has been identified to be voted on a case-by-case basis, votes will be cast in accordance with an independent third-party corporate governance consultant.
 
 
6.
Muzinich.
 
With respect to the Funds that are managed by Muzinich in its capacity as subadviser, the Board of Trustees has approved the use of Muzinich’s proxy voting policies and procedures with respect to proxies relating to portfolio securities held by such Funds.  In voting proxies, Muzinich will vote strictly in accordance with the best interests of the beneficiaries and in light of the purposes for which each individual account was created.  Muzinich will generally support the management nominees of the issuer, because the company knows the individuals best to lead it.  In addition, proxies will generally be voted along management's guidelines as indicated on the proxy.  The review of long-term and short-term advantages will be weighed when making these decisions.  Support will be given for proposals, for example, that support shareholder rights and increase management accountability to the shareholders without sacrificing management’s flexibility.  Votes may be held if Muzinich determines that the vote puts the shareholder’s rights at risk.
 
7.
Situations Where Proxies May Not be Voted.
 
FIMCO, Wellington Management, Paradigm Capital Management, Vontobel, Smith and Muzinich may be unable to vote or may determine not to vote a proxy on behalf of a Fund due to securities lending, share blocking and re-registration requirements, lack of adequate information, untimely receipt of proxy materials, immaterial impact of the vote, and/or excessive costs.
 
8.
Proxy Voting Record of the Funds.
 
Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request by calling 1(800) 423-4026 and (2) on the SEC’s internet website at http://www.sec.gov.
 

 
II-25 
 

RESPONSIBILITIES OF THE BOARD OF THE FUNDS
 
Leadership Structure and Oversight Responsibilities.  There is one common Board of the Funds within the First Investors Family of Funds.  The Board is responsible for oversight of the Funds.  The Trust has engaged FIMCO to manage each Fund on a day-to-day basis.  The Board is responsible for overseeing: FIMCO; the subadvisers, as applicable; and certain other principal service providers in the operations of the Funds.  The Board currently is composed of six Trustees, five of whom are Independent Trustees.  The Board currently conducts regular meetings six times a year, four of which are formal meetings and two of which are informal meetings.  In addition, the Board may hold special in-person or telephonic meetings and informal conference calls to discuss matters that arise or require action between regular Board meetings.  The Independent Trustees meet regularly outside the presence of Fund management, in executive session or with other service providers to the Funds.  The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.
 
The Board has appointed an Independent Trustee to serve in the role of Chairman.  The Chairman’s role is to participate in the preparation of the agenda for meetings of the Board, preside at all meetings of the Board, and act as a liaison with officers of the Funds, attorneys and other Trustees generally between meetings.  The Chairman may also perform such other functions as may be delegated by the Board from time to time.  The Board has established two standing committees, a Governance Committee and an Audit Committee, to assist the Board in performing its oversight responsibilities, and from time to time may establish informal working groups to review and address the policies and practices of the Funds with respect to certain specified matters.  The Board has appointed a lead Trustee with respect to oversight of investment-related matters, including evaluation of Fund performance and fees for purposes of contract renewal meetings, and has also appointed a lead Trustee with respect to risk-related matters.  The Governance and Audit Committees are comprised of only Trustees who are Independent Trustees (Independent Trustees are also referred to as Disinterested Trustees).  Currently, all of the Independent Trustees serve on these committees.  The Governance and Audit Committees may designate one member to serve as the Chairperson of the Committee.  The Board believes that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of Trustees and the full Board in a manner that enhances effective oversight.
 
The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others.  Risk oversight forms part of the Board’s general oversight of the Funds and is addressed as part of various Board and committee activities.  The actual day-to-day risk management with respect to the Funds resides with FIMCO, the subadvisers and other service providers to the Funds.  Under the general oversight of the Board, FIMCO, the subadvisers and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and/or to mitigate their effects if they do occur.  Each of FIMCO, the subadvisers, and other service providers has its own, independent interest in risk management, and its policies and methods of risk management will depend on its functions and business models.  Although these risk management policies are designed to be effective, these policies and their implementation vary among service providers and over time, and there is no guarantee that they will be effective.  Not all risks that may affect the Funds can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are simply beyond any control of the Funds or FIMCO, the subadvisers or other service providers.  As part of its regular oversight of the Funds, the Board, directly or through a committee or its lead Trustee for risk-related matters, interacts with and reviews reports from, among others, FIMCO; the subadvisers, as applicable; the Fund’s Chief Compliance Officer; the independent registered public accounting firm for the Funds; and other service providers to the Funds, as appropriate, regarding risks faced by the Funds and management’s or the service provider’s risk functions.  The Board has appointed a Chief Compliance Officer for the Funds, who oversees the implementation and testing of the Funds’ compliance program and provides reports to the Board regarding compliance matters for the Funds and their service providers.  The Chief Compliance Officer’s reports include a quarterly report outlining all identified compliance risks, all material compliance matters and how these compliance matters were resolved.  Moreover, the Chief Compliance Officer regularly discusses the relevant compliance and risk-related issues affecting the Funds during private meetings with the Independent Trustees held each quarter.  The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
 
The Governance Committee is responsible for, among other things, selecting and nominating persons to serve as Independent Trustees on the Board, evaluating candidates’ qualifications, reviewing the composition of the Board to determine whether it may be appropriate to add other Independent Trustees, and reviewing Trustee compensation.  During the last fiscal year, the Governance Committee met twice to discuss nominating and compensation related matters.
 

 
II-26 
 
 
When the Board has, or expects to have, a vacancy, the Governance Committee receives and reviews information on candidates qualified to be recommended to the full Board as nominees for election as Trustees, including any recommendations by shareholders. The Governance Committee will review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Governance Committee at the Funds’ offices c/o First Investors Management Company, Inc., 110 Wall Street, New York, New York 10005.
 
The Audit Committee is responsible for, among other things, overseeing the Funds’ accounting, financial reporting, and internal controls, approving the selection, retention, or termination of auditors, evaluating the independence of auditors, pre-approving any audit and non-audit services provided to the Funds and certain non-audit services provided to FIMCO or any of its affiliates, meeting with the auditors to discuss the audit plan, audit results, and any matters of concern that may be raised by the auditors, receiving reports from Fund management regarding the design or operation of the Funds’ internal controls, investigating improprieties or suspected improprieties in the Funds’ accounting or financial reporting, and reporting its activities to the full Board on a regular basis. The Audit Committee met three times during the last fiscal year.
 
The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills as set forth below, on an individual basis, each Trustee should serve as a Trustee of the Funds.  Among the attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, FIMCO, the subadvisers, other service providers, counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.  A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s business or consulting positions; experience from service as a board member of the Funds and the other funds in the First Investors Funds fund complex (and/or in other capacities, including for any predecessor funds), other investment funds, public companies, or non-profit entities or other organizations; and/or other life experiences.  Additional information about the Trustees is included in Part I of this SAI.
 
Robert M. Grohol.  Mr. Grohol has served as a Trustee since June 2000, and Chairman since January 2010, with respect to all of the Funds in the fund complex.  In addition, he has over 40 years of executive and business experience in the consumer finance industry.  Prior to his retirement, Mr. Grohol was the Senior Vice President of Operations of Beneficial Corporation for 15 years.
 
Charles R. Barton, III.  Mr. Barton has served as a Trustee of all of the Funds in the fund complex since 2006.  He has served on the board of the Barton Mines Corporation, a privately held mining and industrial abrasives distribution business, for over 20 years and became its Chief Operating Officer in 2007.  In addition, Mr. Barton is President of Noe Pierson Corporation, a privately-held land holding and management service provider.  Prior to 2001, he held finance-related positions at AlliedSignal and Honeywell International, Inc.
 
Stefan L. Geiringer.  Mr. Geiringer has served as a Trustee of all of the Funds in the fund complex since 2006.  In addition, he has over 50 years of executive and business experience as the founder and executive officer of various energy distribution and energy consulting companies. He has served on the boards of both private and public companies and served in active duty in the armed forces.
 
Arthur M. Scutro, Jr.  Mr. Scutro has served as a Trustee of all of the Funds in the fund complex since 2006.  In addition, he has over 36 years of accounting, executive and business experience in the public accounting and financial services industries.  Prior to his retirement, Mr. Scutro was a Senior Vice President at UBS PaineWebber.
 
Mark R. Ward.  Mr. Ward was appointed as a Trustee of all of the Funds in the fund complex on January 1, 2010.  He has over 32 years of experience in the accounting industry.  Prior to his retirement, he served as a senior partner at Ernst & Young, LLP and the leader of its Mid-Atlantic asset management practice.  Currently, Mr. Ward serves as a consultant with respect to accounting matters.
 
Christopher H. Pinkerton.  Mr. Pinkerton was elected as a Trustee and appointed as President of all the Funds in the fund complex effective January 19, 2011.  He has nearly 30 years of experience as a senior executive in the insurance and financial services industry, with a focus on financial management, fraternal benefit organization stewardship, sales force and market development, investment management and product development and implementation.  Mr. Pinkerton also currently serves as President of FICC, FIMCO, ADM and the US Division of Foresters and as Chairman of FIC, Director of certain First Investors affiliated companies and Chairman of certain affiliates of Foresters.
 

 
II-27 
 
 
UNDERWRITER AND DEALERS
 
Each Fund, except First Investors Life Series Funds, has entered into an underwriting agreement (“Underwriting Agreement”) with First Investors Corporation (“Underwriter” or “FIC”), located at 110 Wall Street, New York, New York 10005 that requires the Underwriter to use its best efforts to sell shares of the Funds.  The Underwriting Agreement provides that it will continue in effect from year to year, with respect to a Fund, only so long as such continuance is specifically approved at least annually by the Board or by a vote of a majority of the outstanding voting securities of such Fund, and in either case by the vote of a majority of the Independent Trustees, voting in person at a meeting called for the purpose of voting on such approval.  The Underwriting Agreement will terminate automatically in the event of its assignment.
 
The following table lists the current sales charge with respect to Class A shares of each Fund, except Cash Management Fund, as well as the amount of the sales charge that is reallowed to dealers selling the shares:
 
Amount of Investment
  
Sales Charge as % of Offering Price
  
Net Amount Invested
  
Concession to Dealers as a % of
Offering Price
Less than $100,000
  
5.75%
  
6.10%
  
4.72%
$100,000 but under $250,000
  
4.50
  
4.71
  
3.69
$250,000 but under $500,000
  
3.50
  
3.63
  
2.87
$500,000 but under $1,000,000
  
2.50
  
2.56
  
2.05
$1,000,000 or more
  
0
  
0
  
 *
 
* There is no sales charge on transactions of $1 million or more, purchases that qualify for Rights of Accumulation of $1 million, purchases made pursuant to a Letter of Intent of $1 million and purchases by group retirement plans pursuant to sales charge waiver privileges.  The Underwriter will pay from its own resources an imputed dealer concession equal to 0.90% of the amount invested to dealers on such purchases.  If such shares are redeemed within 24 months of purchase, a CDSC of 1.00% will be deducted from the redemption proceeds except in certain circumstances.  The CDSC will generally be applied in the same manner as the CDSC on Class B shares.
 
POTENTIAL CONFLICTS OF INTERESTS IN DISTRIBUTION ARRANGEMENTS
 
The principal underwriter for the Funds, FIC and FIMCO, the Funds’ Adviser, are subsidiaries of the same holding company.  Their income and profits are shared at the holding company level.
 
FIC offers both First Investors Funds and outside (i.e., non-proprietary) funds.  FIC focuses the training that it provides to its representatives and sales managers on the First Investors Family of mutual funds and insurance products.  The training of representatives and sales managers centers primarily on developing suitable investment portfolios for customers based on the proprietary products that FIC offers.  FIC believes that its own Family of Funds and insurance products is sufficiently diverse to meet the needs of most of its clients.  FIC also knows more about its own products and has better supervisory control over them.  Although FIC allows its representatives to sell a variety of non-proprietary funds, it does so solely as an accommodation to clients who wish to invest in funds other than First Investors Funds.  In most of FIC’s offices, non-proprietary funds represent a small percentage of fund business.  Indeed, many FIC representatives do very little business in non-proprietary funds.
 
FIC generally pays its sales representatives and managers more for selling First Investors Funds than for selling non-proprietary funds. FIC believes that this is fair and appropriate because, unlike many other firms, it does not accept revenue sharing or other forms of financial support from the sponsors of outside fund groups. Its sole compensation for selling outside funds is its portion of the sales charge and Rule 12b-1 fees (if any) that are disclosed in the applicable prospectus. Thus, outside funds do not share in FIC’s costs of recruiting, training, or supervising its representatives. The compensation that a First Investors representative or sales manager earns on the sale of a particular product depends, of course, upon a variety of factors, including the type of product, the sales charge rate, whether a breakpoint or discount is available, the class of shares being sold, and the concession that is received by the dealer. However, all else being equal, as noted above, First Investors representatives and sales managers receive more compensation for selling First Investors Funds than for selling similar outside funds.
 
The principal underwriter of the First Investors Funds does not permit its sales representatives to recommend Class B shares to their clients.  Class B shares may only be sold by FIC representatives on an unsolicited basis. This policy applies to sales by FIC representatives of Class B shares of all fund companies that
 

II-28 
 
 

offer such shares, including First Investors Funds.  The principal underwriter’s policy is designed to address regulatory concerns that certain investors who purchase Class B shares may not be aware that they are, directly or indirectly through a Rule 12b-1 distribution fee, paying a sales charge and that sales representatives may have potential conflicts of interest if they have a choice of whether to recommend Class A or Class B shares.
 
It should be noted that the principal underwriter of the First Investors Funds has a financial incentive to sell Class A shares rather than Class B shares.  The principal underwriter pays a sales commission to its representatives at the point of sale whether they sell Class A or Class B shares.  However, when its representatives sell Class A shares, their sales commission is generally derived from the sales charge paid by the customer.  By contrast, when they sell Class B shares, the principal underwriter must pay their sales commission out of its own resources.  The principal underwriter hopes to recover the amount paid to the representatives out of ongoing Class B share Rule 12b-1 fees or contingent deferred sales charges on Class B redemptions.  Thus, when its representatives sell Class B shares, the principal underwriter bears additional costs and the risk that it may not be able to recover the up-front sales commissions it pays (e.g., if Rule 12b-1 fees decline because a fund’s assets decline or if redemptions occur under a conditional deferred sales charge waiver privilege).  Finally, it should be noted that the principal underwriter’s representatives generally receive a higher commission for selling Class A shares rather than Class B shares when customers are investing amounts that are less than the first breakpoint on Class A shares.
 
DISTRIBUTION PLANS
 
 
Each Fund, except the First Investors Life Series Funds, has adopted one or more Distribution Plans in accordance with Rule 12b-1 under the Investment Company Act of 1940.  Each Fund, except for the Cash Management Fund, has adopted Distribution Plans for both their Class A and Class B shares (“Class A Plan” and “Class B Plan” or “Plans”).  The Cash Management Fund has adopted only one plan, which is for its Class B shares.  Under the Class A Plan, each Fund compensates the Underwriter for certain expenses incurred in the distribution of that Fund’s shares and the servicing or maintenance of existing Fund shareholder accounts at an annualized rate of up to 0.30% of each Fund’s average daily net assets attributable to its Class A shares.  Under the Class B Plan, each Fund compensates the Underwriter at an annualized rate of 1.00% of each Fund’s average daily net assets attributable to its Class B shares.
 
Each Plan will continue in effect from year to year as long as its continuance is approved annually by either the applicable Fund’s Board or by a vote of a majority of the outstanding voting securities of the relevant class of shares of such Fund.  In either case, to continue, each Plan must be approved by the vote of a majority of the Independent Trustees of the applicable Fund.  Each Fund’s Board reviews quarterly and annually a written report provided by the Treasurer of the amounts expended under the applicable Plan and the purposes for which such expenditures were made.
 
Each Plan can be terminated at any time by a vote of a majority of the applicable Fund’s Independent Trustees or by a vote of a majority of the outstanding voting securities of the relevant class of shares of such Fund.  Any change to any Plan that would materially increase the costs to that class of shares of a Fund may not be instituted without the approval of the outstanding voting securities of that class of shares of such Fund as well as any class of shares that converts into that class.  Such changes also require approval by a majority of the applicable Fund’s Independent Trustees.
 
In adopting each Plan, the Board of each Fund considered all relevant information and determined that there is a reasonable likelihood that each Plan will benefit each Fund and their class of shareholders.  The Boards believe that amounts spent pursuant to each Plan have assisted each Fund in providing ongoing servicing to shareholders, in competing with other providers of financial services and in promoting sales, thereby increasing the net assets of each Fund.
 
In reporting amounts expended under the Plans to the Trustees, in the event that the expenses are not related solely to one class, the expenses are allocated as follows: the expenses that are allocated to service are allocated based solely on average net assets and the expenses that are allocated to distribution are allocated pursuant to a methodology that takes into account the costs with respect to each class.
 

II-29 
 
 

ADDITIONAL INFORMATION CONCERNING PURCHASES,
REDEMPTIONS, PRICING, AND SHAREHOLDER SERVICES
 
The following is supplemental information concerning purchases, redemptions, pricing and shareholder services for Funds covered by this SAI.  This information generally does not repeat information already discussed in the applicable Fund prospectus and does not apply to First Investors Life Series Funds.  Information related to retirement accounts and/or tax-deferred accounts generally does not apply to First Investors Tax Exempt Funds.  We reserve the right to change our policies for opening accounts, processing transactions, and providing other shareholder services without prior notice.  The distributor and transfer agent reserve the right to reject an account application, investment check, or other purchase request for any reason and are not obligated to provide notice to you beforehand.
 
Additional Information on How To Open An Account.
 
General Customer Identification Requirements
 
The USA PATRIOT Act requires mutual funds, broker-dealers, and other financial institutions to obtain, verify and record information that identifies each customer who opens a new account.  To comply with these requirements, generally we must obtain certain information about a new customer before we can open a new account for the customer, including the customer’s name, residential street address, date of birth (in the case of a natural person), social security or other taxpayer identification number (“TIN”), and citizenship status.  It is our general policy not to open accounts for non-resident aliens.  Additional information may be required to open an account for an entity and in certain other circumstances.
 
The starting point in the process is the completing of an account application.  If you are opening an account through FIC, you must first complete and sign a Master Account Agreement (“MAA”) unless your account is part of a qualified group retirement plan.  Your registered representative will assist you in completing the MAA, explain our product line and services, and help you select the right investments. If you are opening a Fund account through a broker-dealer other than FIC, you will generally be required to complete an application for non-affiliated broker-dealers unless your account is established through Fund/SERV or Networking.  If your account is being established through Fund/SERV or Networking, you may need to complete an application for non-affiliated broker-dealers and other documents for certain privileges; you must contact your broker-dealer to determine which privileges are available to you. Broker-dealers that process transactions through Fund/SERV or Networking are responsible for obtaining your permission to process transactions and for ensuring that the transactions are processed properly.
 
Broker-dealers may charge their customers a processing or service fee in connection with the purchase and/or redemption of Fund shares.  Such a fee is in addition to the fees and charges imposed by the Funds.  The amount and applicability of such a fee is determined and disclosed to customers by each individual broker-dealer.  Processing or service fees typically are fixed dollar amounts and are in addition to the sales and other charges described in the Fund’s prospectus and this Statement of Additional Information.  Your broker-dealer will provide you with specific information about any processing or service fees you will be charged.
 
As described more fully below, to satisfy the requirements of the law, we may also ask for a document that identifies the customer, such as a U.S. driver’s license, passport, or state or federal government photo identification card.  In the case of a customer that is an entity, we may also ask for a document that identifies the customer, such as articles of incorporation, state issued charter, excerpts from a partnership agreement or trust document, as well as information such as the name, address, date of birth, citizenship status, and social security number of the person or persons who have authority over the account.
 
Once we have received your application and such other information as is required, we will attempt to verify your identity or in the case of an entity, the identity of the authorized person(s) using a consumer reporting agency or documentary evidence.  If we are unable to verify your identity to our satisfaction, within a maximum of sixty (60) days of opening your account, we will restrict most types of investments in your account.  We reserve the right to liquidate your account at the current net asset value within a maximum of ninety (90) days of its opening if we have not been able to verify your identity.  For accounts established in the name of a Trust, we require the name, residential street address, date of birth, social security number, citizenship status and any supporting identification documents of each authorized trustee.  We will attempt to verify each trustee before investing assets in the name of a Trust.  In the event we are unable to verify the identity of each trustee to our satisfaction, your investment amount will be returned.  In the instance of a 403(b) or 457(b) account, verification must be completed to our satisfaction before your account will be established or investment honored.
 

 
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The foregoing customer information and verification procedures are not applicable to accounts that are opened through omnibus accounts, certain other accounts as permitted by law or shareholders of the Funds who held accounts as of October 1, 2003, provided that we have the account holders’ correct names, addresses, social security numbers and birth dates.  If existing shareholders have not provided us with all necessary information, we may require additional information from them before we will open new fund accounts for them directly or indirectly through an exchange.
                                                     
Specific Account Requirements
 
Listed below are the account opening requirements for our most common types of accounts.  After you select the type of account you want to open and the Fund(s) you want to purchase, you need to deliver your completed customer application to the Fund’s transfer agent or your Representative, along with supporting documentation and your check (made payable to FIC or the Fund).  Upon receipt of your properly completed paperwork, a “Customer Account” will be opened for you.  The term “Customer Account” refers to all Fund accounts owned by the same customer.  An individual and a joint account represent two different customers.  Therefore, a customer who owns both individually and jointly registered accounts, will be assigned two “Customer Accounts.”
 
It is the policy of the Funds to accept certain instructions from any one owner or legal representative of an account that has multiple owners (such as a joint account) or multiple legal representatives (such as a trust with multiple trustees).  The Funds bear no responsibility for accepting such instructions.
 
A.  Non-Retirement Accounts.
 
We offer a variety of “non-retirement” accounts, which is the term used to describe all accounts other than retirement accounts.
 
Individual Accounts.  Individual accounts may be opened by any adult individual who resides in the U.S.  You must certify that you are a legal resident of the U.S. on the MAA or an application for non-affiliated broker-dealers and provide us with your name, residential street address in the U.S. (Army or Fleet Post Office number are acceptable), taxpayer identification number, date of birth, citizenship status, and other such information as may be required by law.  If you are not a U.S. citizen, you must also disclose your country of origin and generally provide an unexpired photocopy of a green card.
 
Joint Accounts.  Joint accounts may be opened by two or more adult individuals who reside in the U.S.  Each joint tenant must provide the same information that is required for opening an individual account and each joint tenant’s personal information must be verified as required by the USA PATRIOT Act.  Joint ownership may take several forms, e.g., joint tenants with rights of survivorship, tenants in common, etc.
 
It is your obligation to specify the type of joint account that you want to establish and to verify that it is valid in your state.  The laws governing joint or community property vary by state of residence.  You may want to consult a lawyer about your registration choice.  For joint tenants with rights of survivorship and tenants by the entirety, on the death of an account owner the entire interest in the account generally goes to the surviving account owner(s).  For tenants in common, a deceased account owner’s interest generally goes to the account owner’s estate.  Tenants in common are responsible for maintaining records of the percentages of their ownership in the account.  Irrespective of the type of joint account that you select, each joint tenant is responsible for notifying us immediately of the death of any other joint tenant.  You agree that we are not liable for any transactions, payments, or distributions that we process prior to our receipt of such notice (as long as any one joint tenant has authorized the transaction).  When we are notified of the death of a tenant in common, we may require that any subsequent transaction in the account be approved by his or her legal representative.
 
Transfer on Death (TOD) Accounts.  TOD accounts are available on all Fund accounts in all states (unless held in an omnibus account).  TOD accounts allow individual and joint tenants with rights of survivorship to name one or more beneficiaries.  The ownership of the account passes to the named beneficiary(ies) in the event of the death of all account owners.  To establish a TOD account, you must furnish the same information that is required to open an ordinary individual or joint account and also complete a First Investors TOD Registration Request Form or Non-Retirement Account TOD Beneficiary Designation.  See “Transfer on Death Guidelines” further in this SAI.
 

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Coverdell Education Savings Accounts (ESAs).  ESAs may be opened for a beneficiary by his (her) parent or legal guardian (“Responsible Individual”) who resides in the U.S.  These accounts allow you to accumulate assets on a tax-deferred basis to help satisfy qualified educational expenses for a Designated Beneficiary (generally, a minor child).  To establish an ESA, the Responsible Individual (the parent or legal guardian) must complete an Application.  If someone other than the Responsible Individual is making the initial contribution, he or she must sign the ESA Application as the Depositor.  The Responsible Individual is considered the customer and must furnish the same information, as he or she would provide for an individual account.  Certain information must also be provided for the Depositor as well as the Designated Beneficiary.
 
There is an annual custodial fee of $15 for each ESA, irrespective of the number of Funds that are held in the account.  The Funds currently pay this fee.  The Funds reserve the right to discontinue paying this fee at any time on forty-five (45) days written notice to account holders.  In such event, the fee will be charged to account holders.  The custodian also reserves the right to increase or modify the fee on prior written notice.
 
Gifts and Transfers to Minors Accounts.  These accounts may be opened for minors established under the applicable state’s Uniform Gifts/Transfers to Minors Act.  They are registered under the minor’s social security number.  We require the name, address, date of birth, citizenship and TIN of both the minor and the custodian on the MAA or an application for non-affiliated broker-dealers.  For accounts opened under a Uniform Gifts to Minors Act (UGMA) or a Uniform Transfer to Minors Act (UTMA), you agree that all assets belong to the minor and that you will only use them for the minor’s benefit – even after the assets have been removed from the account.  We have no obligation to monitor your instructions concerning the account or how you use the assets held in the account.  In addition, you consent to re-registering the account in the name of the minor once the minor reaches the age at which custodianship ends.
 
Conservatorship/Guardianship Accounts.  These accounts may only be opened by legal representatives.  To establish a conservatorship or guardianship account, you must complete an MAA or an application for non-affiliated broker-dealers and provide the name, address, date of birth, citizenship status, and TIN of both the minor (ward) and the conservator (guardian).  In addition, you must also furnish a certified copy of the court document appointing you as the conservator/guardian.  A First Investors Agent’s Certification Form may also be required, and the identity of the conservator/guardian will be verified.
 
Estate Accounts.  Estate accounts may be opened by completing an MAA or an application for non-affiliated broker-dealers and providing the name, address, citizenship status, date of birth and TIN of the executor (administrator), the name of the decedent and TIN of the estate.  You must also provide an original or certified copy of the death certificate and a certified copy of Letters Testamentary/Administration.  A First Investors Agent’s Certification Form may also be required, and the identity of the estate representative will be verified.
 
Corporate Accounts.  Corporate Accounts may be opened for corporations that are organized in the U.S.  The entity’s name, U.S. business address, and TIN must be provided on the MAA or an application for non-affiliated broker-dealers.  We will generally require documentary proof of the existence and identity of the entity, such as a certified copy of the company’s articles of incorporation signed by the secretary of the corporation, a certificate of incorporation or good standing issued by the secretary of the state, a government-issued business license, or a bank reference by a U.S. bank on the bank’s letterhead in addition to the name, address, citizenship status, date of birth and social security number of the authorized person(s) for the entity.  The accounts of publicly traded corporations are exempt from some of these requirements.  We recommend that you furnish documentary proof of the entity’s existence when you apply to open the account.  A First Investors Certificate of Authority (“COA”) may also be required to identify the individuals who have authority to effect transactions in the account.
 
Partnership Accounts.  Partnership Accounts may be opened for partnerships that are organized in the U.S.  You must provide the name of the partnership, U.S. business address, and TIN on a completed MAA or an application for non-affiliated broker-dealers along with the pages of the partnership agreement which show the names of all general partners and authorized persons who have authority to act for and on behalf of the partnership.  The names, addresses, citizenship statuses, dates of birth and social security numbers of all general partners and authorized persons are also required.  The accounts of publicly traded partnerships are exempt from some of these requirements.  A completed COA to identify the persons who have authority to effect transactions in the account may also be required.
 
Trust Accounts.  Trust Accounts may be opened for trusts that are formed in the U.S.  You must provide the name of the trust, its address, and TIN as well as the name, residential street address, date of birth, social security number and citizenship status for each trustee on a completed MAA or an application for non-affiliated broker-
 

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dealers, along with a copy of the pages of the trust document which show the name and date of the trust and the appointment of all trustees and their signatures.  A COA to identify the persons who have authority over the account may also be required.
 
B.  Retirement Accounts.
 
To open a retirement account, you must not only complete an application with your broker-dealer and furnish the customer identification information required for individual non-retirement accounts but also complete a product application.  We may require that a customer’s identity be verified to our satisfaction before we open certain types of retirement accounts.  Certain retirement products also require the employer to complete a form.
 
We offer the following types of retirement plans for individuals and employers:
 
●
Individual Retirement Accounts (“IRAs”) including Roth and Traditional IRAs.
●
IRA for Minors with earned income.  A parent or legal guardian must complete the appropriate IRA Application and IRA for a Minor Child Form.
●
SIMPLE IRAs (Savings Incentive Match Plans for Employees of Small Employers) for employers.
●
SEP-IRAs (Simplified Employee Pension Plans) for small business owners or people with income from self-employment.
●
SARSEP-IRAs (Salary Reduction Simplified Employee Plans) can only be established through trustee-to-trustee transfers.
●
403(b)(7) accounts (Roth & Traditional) for employees of eligible tax-exempt organizations such as schools, hospitals and charitable organizations.
●
457(b) governmental plans.
●
Money Purchase Pension & Profit Sharing (MPP/PSP) plans for sole proprietors and partnerships.
 
There is an annual custodial fee of $15 for each IRA, SIMPLE IRA, SEP-IRA, SARSEP-IRA, MPP/PSP, 403(b)(7) and 457(b) account, irrespective of the number of Funds that are held in the account.  The Funds currently pay this fee.  The Funds reserve the right to discontinue paying this fee at any time on forty-five (45) days written notice to account holders.  In such event, the fee will be charged to account holders.  The custodian also reserves the right to increase or modify the fee on prior written notice.  Under certain circumstances, the transfer agent may accept faxes, and other automated transaction data from retirement plans.
 
Special Information for participants in 403(b) Accounts or 457(b) Plans
 
By establishing and maintaining a 403(b) account or 457(b) account through First Investors, you authorize us to share certain information regarding your 403(b) account or 457(b) account with your current or former 403(b) or 457(b) employer, as well as its Third Party Administrator and any vendor or agent authorized by the employer.
 
As of January 1, 2009, new First Investors 403(b) accounts will only be available through First Investors Corporation (“FIC”) as dealer of record.  This change is in recognition of the fact that the new 403(b) regulations impose far greater administration responsibilities on sponsors of 403(b) custodial accounts than prior regulations.  If an existing participant has a 403(b) account that is not currently serviced by FIC, the participant may maintain the current broker-dealer on the account.  However, effective January 1, 2009, broker-dealer changes will only be accepted if the request is to change the broker-dealer of record on the account to FIC; no other broker-dealer changes will be accepted.  However, a participant may remove the existing broker-dealer from his/her account and become a direct shareholder of the Fund.  In addition, as of January 1, 2009, FIC will no longer pay 12b-1 service fees to other broker-dealers on First Investors 403(b) custodial accounts.  First Investors 457(b) accounts are offered exclusively through FIC as dealer of record.  Dealer changes on First Investors 457(b) accounts will not be accepted.
 
Additional Information on How to Place and Pay For an Order.
 
Placing Your Purchase Order
 
You can place purchase orders through your Representative, or by sending us a check directly with a payment stub or written instructions, providing the account has a broker-dealer of record.  Remember to include your Fund account number on your check made payable to FIC or the Fund.  Additional purchases into existing Fund accounts may be made in any dollar amount via a check and written instructions.  There is a $1,000 minimum on purchases made through your representative over the phone.  There is also a minimum amount of $100 for purchases your broker-dealer may place through Fund/SERV.
 
 
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For Overnight Mail, send checks to:
 
For Regular Mail, send checks to:
 
First Investors Corporation
Attn: Dept. CP
Raritan Plaza I, 8th Floor
Edison, NJ 08837-3620
 
  
First Investors Corporation
Attn: Dept. CP
P.O. Box 7837
Edison, NJ 08818-7837
 
 
Purchases are processed when they are received in “good order” by our Edison, NJ office.  To be in good order, the Fund you are purchasing must be eligible for sale in your state of residence, all required paperwork must be completed (in the instance of 403(b), 457(b) and trust accounts, verifications must be completed to our satisfaction), and payment must be received.  If your order is received by the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time), it will receive that day’s public offering price.  This procedure applies whether your written order is given to your registered representative and transmitted to our Edison, NJ office or mailed directly by you to our Edison, NJ office.
 
Certain types of purchases can only be placed by written application and certain retirement contributions may only be made through an employer.  For example, purchases in connection with the opening of retirement accounts may only be made by written application.  Furthermore, rollovers of retirement accounts will be processed only when we have received both your written application and rollover proceeds.  Thus, for example, if it takes thirty (30) days for another fund group to send us your retirement account proceeds, your purchase of Funds will not occur until we receive the proceeds.
 
Some types of purchases may be phoned or electronically transmitted to us via Fund/SERV.  If you place your order with your representative, your transaction will be processed at that day’s public offering price provided that your order is received in our Edison, NJ office by the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time), or by our Fund/SERV deadline for orders submitted via the Fund/SERV system.  Orders received after these deadlines will be processed at the next Business Day’s offering price.
 
If you are buying a Fund through a broker-dealer other than FIC, other requirements may apply.  Consult your broker-dealer about its requirements.
 
Orders placed through a First Investors registered representative must generally be reviewed and approved by a principal of the branch office before being mailed or transmitted to the Edison, NJ office.
 
If there is a registered representative or other broker-dealer representative of record on your account, he or she will be able to obtain your account information, conduct certain transactions and updates for your account, and receive copies of notifications and statements and other information about your account directly from the Fund.
 
It is the responsibility of your broker-dealer to forward or transmit orders to the Fund promptly and accurately.  A broker-dealer may charge a processing fee to place your order.  A Fund will not be liable for any change in the price per share due to the failure of a broker-dealer to place or pay for the order in a timely fashion.  Any such disputes must be settled between you and your broker-dealer.
 
Each Fund reserves the right to refuse any purchase order, without prior notice.  We will not accept purchases into an account after we have been notified that the account owner is deceased in the absence of proof that the purchases are lawful.  The Funds are not responsible for losses stemming from delays in executing transactions that are caused by instructions not being in good order.
 
Paying For Your Order
 
Payment must be provided with the appropriate application to open a new account.  Payment for other types of transactions is due within three (3) Business Days of placing an order or the trade may be cancelled.  (In such event, you will be liable for any loss resulting from the cancellation.)  To avoid cancellation of your order, you may open a money market fund account and use it to pay for subsequent purchases.  Generally, an investment into a Fund account will be made from a bank account controlled by the same person.  When this is not the case, we reserve the right to require additional information about the relationship of the payer to the account owner, the purpose of the account, source of funds, and such other information to conclude that the account is being used for a
 

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lawful purpose before the investment will be made.  In addition, we may require identifying information about the payer on the check.
 
Purchases made pursuant to our Automatic Investment Programs are processed as follows:
 
●
Money Line investments are processed on the date you select on your application (or the Business Day following a weekend or other day that either we or the banking system is closed); and
●
Automatic Payroll Investments are processed on the date that we receive funds from your employer.
 
We accept the following forms of payment in U.S. funds:
 
●
Checks drawn on U.S. banks (including subsidiaries of U.S. banks) payable to FIC or the Fund;
●
Money Line and Automatic Payroll Investment electronic funds transfers;
●
Federal Funds wire transfers;
●
ACH transfers; and
●
Proceeds from a redemption of your money market fund account (for orders placed by your representative or broker-dealer).
 
We do not accept:
 
●
Third Party Checks;
●
Traveler’s Checks;
●
Checks drawn on foreign banks;
●
Money Orders;
●
Cash;
●
Post Dated Personal Checks; or
●
Starter Checks (checks without a pre-printed customer name) or Second Party Checks except from financial institutions and customers who have active Fund accounts which have been in existence for at least three (3) months.
 
By Check
 
You can send us a check for purchases under $500,000.  If you are opening a new Fund account, your check must meet the Fund minimum.  When making purchases to an existing account, include your Fund account number on your check.  Investments of $500,000 or more must be made via Federal Funds wire transfer, unless we are contacted in advance and agree to waive this requirement.
 
By Money Line
 
With our Money Line program, you can invest in a Fund account with as little as $50 a month or $600 each year by transferring funds electronically from your bank account.  You can invest up to $25,000 a month per fund account through Money Line.
 
You select the investment amount and frequency that is best for you (bi-weekly, semi-monthly, monthly, quarterly, semi-annually or annually).
 
The Money Line investment date you select is the date on which shares will be purchased.  If the investment date falls on a weekend or other day that either we or the banking system is closed, shares will be purchased on the next Business Day.  The proceeds must be available in your bank account two (2) Business Days prior to the investment date.
 
How To Apply for Money Line:
 
1.           Complete the Electronic Funds Transfer (“EFT”) section of an application and provide complete bank account information.  Attach a pre-printed voided check, pre-printed deposit slip or account statement.  In the case of individual accounts, the signature of the bank account owner(s) is(are) not required as long as the customer who signs the application owns (individually or jointly) the bank account.  For a joint account, where one owner is also an individual or joint owner of the bank account, only the signature of that owner is required for the bank account authorization.  In cases where that bank account owner is a third party, all bank account and mutual fund owners’ signatures will be required and all signatures must be guaranteed.  To establish Money Line for an entity account,
 

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the required number of Authorized Individuals as indicated in the entity’s authorizing documents must sign the application and have their signatures guaranteed.  Money Line will only be established for an entity when both the mutual fund and the bank accounts have identical owners except for a sole proprietorship or revocable trust account where the grantor and the trustee are the same person.  (Please allow at least ten (10) Business Days for initial processing.)
 
2.           Complete the Money Line section of the application to specify the amount, frequency and beginning date of the investments.
 
3.           Submit the paperwork to your registered representative or to the Fund’s transfer agent as described under “How to Contact the Fund Directly Through its Transfer Agent”.
 
How To Change Money Line:
 
To change investment amounts, reallocate or cancel Money Line, you must notify us at least five (5) Business Days prior to the investment date.
 
You may write or telephone us to:
 
●
Discontinue your Money Line service;
●
Decrease the payment to the minimum amount of $50 per month; and
●
Change the date or frequency of the Money Line payment without increasing the total dollar amount.
 
Provided that you have telephone privileges, you may telephone us to:
 
●
Reallocate Money Line to a new or existing account with the same registration; and
●
Increase your total Money Line payment by a maximum of $36,000 per customer per 12 month period using any frequency provided the bank account and Fund account registrations are identical or by a maximum of $5,000 per customer per 12 month period if the bank account is owned or controlled by any one of the Fund account owners.  Money Line may not be increased by telephone if the bank account is not owned or controlled by one of the Fund account owners.  A signature guaranteed request signed by the Fund account owners and bank account owner(s) is required.
 
For all other changes, you must submit a signature guaranteed written request to Administrative Data Management Corp (“ADM”).  To change from one bank to another or change your bank account number you must also complete and return a new Money Line application, and attach a pre-printed voided check, pre-printed deposit slip or account statement.  Allow at least ten (10) Business Days for the change to become effective.
 
Money Line service will be cancelled upon notification that all fund account owners are deceased.  We reserve the right to liquidate your account upon sixty (60) days notice if you cancel the Money Line prior to meeting the minimum initial investment of the fund.
 
By Automatic Payroll Investment
 
With our Automatic Payroll Investment (“API”) service you can systematically purchase shares by payroll deduction with as little as $50 a month or $600 each year.  To participate, your employer must offer direct deposit and permit you to electronically transfer a portion of your salary to your account.  Contact your company payroll department to authorize the payroll deductions.  If not available, you may consider our Money Line program.
 
Shares purchased through API are purchased on the day the electronic transfer is received by the Fund.
 
How To Apply for API:
 
1.
Complete an API Application.
2.
Complete an API Authorization Form.
3.
Complete the government’s Direct Deposit Sign-up Form if you are receiving a government payment.
4.
Submit the paperwork to your registered representative or to the Fund’s transfer agent as described under “How to Contact the Fund Directly Through its Transfer Agent”.
 
If you have telephone privileges on your account, you can call the Fund directly to change the investment allocations in your API.
 

 
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By Federal Funds Wire Transfer
 
You may purchase shares via a Federal Funds wire transfer from your bank account into your existing Fund account.  Investments of $500,000 or more must be purchased by a Federal Funds wire unless we agree in advance to waive this requirement.  Each incoming Federal Funds wire transfer initiated outside the U.S. will be subject to a $20 fee.
 
To wire funds to an existing Fund account, you must call 1 (800) 423-4026 and provide us with the Federal Funds wire reference number, amount of the wire, and the existing account number(s) to be credited.  To receive credit for the wire on the same day as it is received, the above information must be given to us beforehand and we must receive the wire by:
 
●
12:00 p.m. Eastern Time for our money market fund; and
●
The close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time) for all the other Funds.
 
If we receive a wire and you have not given us proper notification beforehand, your purchase will not occur until we receive all the required information.
 
By Systematic Investments From Your Money Market Fund
 
You can invest systematically from your money market fund into shares of another Fund account by completing a Cash Management Fund Payment Form.  Your money market fund shares will generally be redeemed on the same day as the purchase of the other Fund account.  When you are investing into a new Fund account, you must invest at least $600 a year.  The Systematic Investments may be made on a monthly, quarterly, semi-annual, or annual basis.  Systematic Investments are suspended upon notification that all account owners are deceased.  Service will recommence upon receipt of written alternative payment instructions and other required documents from the decedent’s legal representative.
 
By Systematic Withdrawal Plan Payment Investments
 
You can invest Systematic Withdrawal Plan payments from one Fund account into shares of another Fund account in the same class of shares for the same Customer Account.  In such case, payments are invested without a sales charge (except for payments attributable to Class A shares subject to a CDSC that are being invested into the First Investors Cash Management Fund).
 
●
You must invest at least $600 a year when investing into a new Fund account; and
●
You can invest on a monthly, quarterly, semi-annual, or annual basis.
 
Systematic Withdrawal Plan payment investments are suspended upon notification that all account owners are deceased.  Service will recommence upon receipt of written alternative payment instructions and other required documents from the decedent’s legal representative.
 
By Investments Through Certain Retirement Plans
 
With our Electronic Payroll Investing Center (“EPIC”), certain retirement plans can automatically purchase shares.  To participate, the employer must subscribe to the EPIC service permitting the electronic transfer of money from the employer’s bank to fund the contribution.  By subscribing to EPIC, your employer authorizes certain individuals (for example, third party administrators) to access and/or use EPIC on its behalf.  Shares purchased through EPIC are purchased on the day the electronic transfer is received by the Fund.  In addition, certain retirement plans, plan sponsors and third party administrators receive information regarding your accounts through EPIC.  Contact your company payroll department to authorize the payroll deductions.
 
Additional Information on How To Sell Shares.
 
You can sell your shares on any Business Day.  In the mutual fund industry, a sale is referred to as a “redemption.”  The various ways you can redeem your shares are discussed below.  If your shares are held in an omnibus account with a broker-dealer, these procedures are not applicable.  You can only redeem such shares through your broker-dealer.  Please consult with your broker-dealer for their requirements.  Your redemption order will be processed at that day’s price (less any applicable CDSC) provided that it is received in good order in our Edison, NJ office by the close of regular trading on the NYSE, or by our Fund/SERV deadline for orders that are submitted via the Fund/SERV system.  It is your broker-dealer’s responsibility to promptly transmit orders to us.
 

 
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Special rules also apply to redemptions from qualified group retirement accounts; we can only accept redemption instructions from the plan trustee or administrator.  Please consult your plan trustee or administrator for its procedures.
 
Payment of redemption proceeds generally will be made within seven (7) days of receipt of your order.  If the shares being redeemed were recently purchased by check or electronic funds transfer, payment may be delayed to verify that the check or electronic funds transfer has been honored, which may take up to fifteen (15)  days from the date of purchase.  If your check is returned to us unpaid and it is redeposited, it may take another fifteen (15) days to verify that it has cleared.  Shareholders may not redeem shares by electronic funds transfer unless the shares have been owned for at least twelve (12) days.  We reserve the right to reject any redemption order to make a check payable to a third party.
 
Redemptions of shares are not subject to the above verification periods if the shares were purchased via:
 
●
Automatic Payroll Investment;
●
FIC registered representative payroll checks;
●
Checks issued by First Investors Life Insurance Company, FIC or ADM;
●
Checks issued through FIC’s General Securities Unit; or
●
Federal Funds wire payments.
 
For trusts, estates, attorneys-in-fact, corporations, partnerships, and other entities, additional documents are required to redeem shares unless they are already on file.
 
If the amount of your redemption request exceeds the value of your account, your entire account will be redeemed.
 
Redemptions From Class A Money Market Accounts
 
Shares of our money market fund will be redeemed for cash in the following order:
 
●
Shares purchased directly;
●
Shares not subject to a CDSC;
●
Shares eligible for free-exchange back to a load fund; and
●
Shares subject to a CDSC.
 
Written Redemptions
 
A written redemption request will be processed when received in our Edison, NJ office provided it is in good order.
 
If we receive your written redemption request in good order in our Edison, NJ office by the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time), you will receive that day’s price (less any applicable CDSC) for your shares.
 
If your redemption request is not in good order or information is missing, we will seek additional information and process the redemption on the Business Day we receive such information.
 
To be considered in good order written requests must include:
 
1.
The name of the Fund;
2.
Your account number;
3.
The dollar amount, number of shares or percentage of the account you want to redeem;
4.
Share certificates (if they were issued to you);
5.
The requisite signatures of the account owner(s) or authorized person(s) in accordance with our policies;
6.
Signature guarantees, if required;
7.
Appropriate distribution form or other applicable document(s) for retirement accounts and ESAs; and
8.
Other supporting documentation, as required.
 
If we are being asked to redeem a retirement account and transfer the proceeds to another financial institution, we may also require a Letter of Acceptance from the successor custodian and for a 403(b) or 457(b)
 

II-38 
 
 

 
account and the signature of your employer or Third-Party Administrator before we effect the redemption.  The transfer agent may, in its discretion, waive certain requirements for redemptions.
 
For your protection, each Fund reserves the right to require additional supporting legal documentation, to require all paperwork to be dated within sixty (60) days, and to make checks payable only to the account owner(s) or a financial institution for the benefit of the account owner(s), or in the event of his/her death, to the estate or named beneficiaries.
 
Telephone Redemptions and Other Instructions
 
You may make redemptions over the phone by calling our Special Services Department at 1 (800) 342-6221 from 9:00 a.m. to 5:00 p.m. Eastern Time (orders received after the close of regular trading on the NYSE, normally 4:00 p.m. Eastern Time, are processed the following Business Day) on any Business Day provided:
 
1.
Telephone privileges are available for your account registration and you have not declined them;
2.
You do not hold share certificates (issued shares);
3.
The redemption is (a) made payable to the registered owner(s) and mailed to the address of record (which cannot have been changed within the past thirty (30) days without a signature guaranteed request signed by all owners) or, (b) electronically transferred by ACH to a pre-designated bank account or, (c) transferred via Federal Funds wire to a pre-designated bank account from the Cash Management Fund;
4.
The redemption amount when combined with all other telephone redemptions from the same Fund account made on the same day is $100,000 or less; and
5.
The redemption amount, when combined with all other telephone redemptions from the same Fund account, made within the previous thirty (30) days does not exceed $200,000.
 
As long as you have telephone privileges, you can also change the amount of your Systematic Withdrawal payment on non-retirement accounts and certain retirement accounts, and authorize certain fees to be deducted from your account on certain account registrations.
 
Electronic Funds Transfer Redemptions
 
Electronic Funds Transfer (“EFT”) redemptions allow you to redeem shares and electronically transfer proceeds to a pre-designated bank account.
 
You must enroll in the Electronic Funds Transfer service and provide complete bank account information before using the privilege (see “Money Line”).  To establish EFT redemptions, all owners must sign the application.
 
For a joint account, where one owner is also an individual or joint owner of the bank account, only the signature of that owner is required for the bank account authorization.  In cases where the bank account owner is a third party, all bank and mutual fund account owners’ signatures will be required and all signatures must be guaranteed.  To establish EFT redemptions for an entity account, the required number of Authorized Individuals as indicated in the entity’s authorizing documents must sign the application and have their signatures guaranteed.  EFT redemption privileges will only be established for an entity (except for a sole proprietorship), trust (except for a revocable trust where the grantor and the trustee are the same person), or UGMA/UTMA account when both the mutual fund and the bank accounts have identical owners.  Please allow at least ten (10) Business Days for initial processing.  We will send any proceeds during the processing period by check to your address of record.  You may send written instructions to ADM to request an EFT redemption of shares which have been held at least twelve (12) days.  If ADM is notified that a customer’s EFT was further electronically transferred via ACH to and/or from a bank located outside of the territorial United States, the customer’s EFT privilege will be cancelled.
 
Each EFT redemption:
 
1.
Must be electronically transferred to your pre-designated bank account;
2.
Must be at least $500 per fund account; and
3.
Cannot exceed $250,000 per customer per day.
 
If your redemption does not qualify for an EFT redemption, your redemption proceeds will be mailed to your address of record.
 

II-39 
 
 
 
The Electronic Funds Transfer service may also be used to purchase shares (see “Money Line”) and transfer systematic withdrawal payments (see “Systematic Withdrawal”) and both dividend and capital gain distributions to a bank account.
 
Systematic Withdrawals
 
Our Systematic Withdrawal Plan allows you to redeem a specific dollar amount, number of shares, or percentage from your account on a regular basis.  We reserve the right to only send your payments to a U.S. address.  They can be mailed to you or a pre-authorized payee by check or transferred to your bank account electronically (if you have enrolled in the EFT service).
 
You can receive payments on a monthly, quarterly, semi-annual, or annual basis.  Your account must have a value of at least $5,000 in non-certificated shares (“unissued shares”).  The $5,000 minimum account balance is waived for required minimum distributions from retirement plan accounts, payments to First Investors Life Insurance Company, and systematic investments into another eligible fund account.  The minimum Systematic Withdrawal Plan payment is $50 (waived for Required Minimum Distributions on retirement accounts or FIL premium payments).
 
We reserve the right to limit the number of systematic withdrawals that may be established on any one account.  Upon receipt of a systematic withdrawal request we will reinvest dividend and capital gain distributions previously paid in cash, unless we are notified otherwise at the time of request.
 
Systematic withdrawals in excess of the dividends and other distributions paid by a Fund will reduce and possibly exhaust your invested principal, especially in the event of a market decline.  You should not assume that the value of your Fund shares will appreciate enough to cover withdrawals.  Systematic payments are not eligible for the reinstatement privilege.
 
You should avoid making investments in Funds at the same time that you are taking systematic withdrawals, unless your investments can be made without paying a sales charge.  Buying shares on which a sales charge is imposed during the same period as you are selling shares is not advantageous to you because you will be incurring additional sales charges and may also be required to defer the deduction of any capital losses on disposition of the shares for federal income tax purposes because of “wash sale” rules.  See Appendix A – Tax Information.
 
If you own shares that are subject to a CDSC, you may establish a Systematic Withdrawal Plan and redeem up to 8% of the value of your account annually without paying a CDSC.  If you own shares that are subject to a CDSC in a retirement account and if your Required Minimum Distribution exceeds the 8% limit, the applicable CDSC will be charged if the additional shares were held less than three (3) years.
 
Expedited Wire Redemptions (Class A Shares Money Market Fund Only)
 
You may enroll in our Expedited Redemption service to send proceeds via Federal Funds wire transfer from your Class A money market account to a bank account that you have previously designated.  Enroll by completing a Mutual Fund Account Instructions form.  The bank must be a member of the Federal Reserve System.  Expedited wire redemption privileges will only be established to wire proceeds from a trust (except for a revocable trust where the grantor and the trustee are the same person), UGMA/UTMA, ESA, entity (except for a sole proprietorship) or to foreign bank accounts provided the bank account is registered to the same owner as the mutual fund account.  In addition, shares must be owned for at least fifteen (15) days to be eligible for expedited redemption.
 
Requests for redemptions by wire transfer from your money market account must be received in writing or by telephone no later than 12:00 p.m. Eastern Time, on a Business Day, to be processed the same day.  Wire transfer redemption requests received after 12:00 p.m. Eastern Time will be processed on the following Business Day.
 
1.
Each wire transfer under $25,000 is subject to a $25 fee;
2.
One wire transfer of $25,000 or more is permitted without charge each month.  Each additional wire is $25;
3.
Wire transfers must be directed to your predesignated bank account;
4.
Each wire transfer which is directed outside the U.S. is subject to a $50 fee; and


II-40 
 
 

5.
Wire transfers from each Customer Account are limited to $250,000 per day, for requests received in writing, and $100,000 for requests received by telephone.

The above requirements are waived for wires from accounts that are owned by the underwriter or any of its affiliates.
 
Money Market Draft Check Redemptions (Class A Shares Only)
 
Draft check writing privileges are available to owners of certain types of First Investors Cash Management Fund non-retirement accounts.  Draft checks are not available to owners of retirement accounts, ESAs, Class B share fund accounts and accounts registered with a foreign address.  Individuals, joint owners and custodians of UTMA and UGMA accounts may complete the Mutual Fund Account Instructions form to apply for draft checks.  Additional documentation is required to establish draft check writing privileges for trusts, corporations, partnerships, and other entities. For joint accounts and accounts opened for entities, draft checks may be written by any one tenant or Authorized Individual without the consent of the others.
 
1.
If your First Investors Cash Management Fund account balance is less than $10,000 and the market value of all your investments in First Investors mutual funds and variable annuities is less than $25,000 at the time a draft check is presented for payment, a $15 processing fee will be assessed for each check drawn;
2.
If your First Investors Cash Management Fund account balance is more than $10,000 or the market value of all your investments in First Investors mutual funds and variable annuities is greater than $25,000, up to three draft checks will be paid per month without a processing fee.  Your account will be charged a $15 processing fee for each additional check paid per month;
3.
We will not issue draft checks if your account balance is less than $10,000;
4.
The minimum amount of each draft check is $500.  Your account will be charged a $15 fee for each check written for less than $500;
5.
Cancelled draft checks will not be returned to you however, they are accessible on our website.  Copies of your cancelled draft checks are also available upon request.  Each check copy is subject to a $15 fee.
 
The above fees are waived for accounts that are owned by the underwriter or any of its affiliates.
 
It is your responsibility to ensure that the available balance of your account is sufficient to cover the amount of your draft check and any applicable fees, including a possible CDSC.  Otherwise, your draft check will be returned through the banking system marked “insufficient funds”, and your account will be assessed a $15 fee.  Fees may also be imposed by the depository bank.  Shares purchased by check or by electronic funds transfer that you have owned for less than twelve (12) days are not included in your available balance.  Please be aware that if your draft check is converted to an electronic debit by the payee, the electronic debit may not be honored.
 
Please notify us immediately if your draft checks are lost or stolen.  “Stop payment” requests must be directed to ADM.  A Stop payment request may be placed on a single draft check or on a range of draft check numbers.  For each check on which a Stop payment is placed your account will be charged a $15 fee.  There is no guarantee that a Stop payment request will prevent the payment of a draft check.
 
Daily dividends are earned on shares of the First Investors Cash Management Fund, to the extent the Fund has net income, until a draft check clears against them. Because the Fund accrues daily dividends of its net income (if any), you may not be able to redeem your account in its entirety by writing a draft check.  Draft checks are subject to the rules and regulations of the custodian covering checking accounts.  Neither the Fund nor the custodian can certify or directly cash a draft check.
 
The Fund bears all expenses relating to the Money Market Draft Check Redemption Privilege.  We reserve the right to amend or terminate the privilege at any time.
 
In-Kind Redemptions
 
Each Fund, except for the Life Series Funds, has reserved the right to make in-kind redemptions. Notwithstanding this reservation of the right to make in-kind redemptions, the Equity Funds have filed a notice of election under Rule 18f-1 of the 1940 Act, that commits them to pay in cash all requests for redemption by any shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the Fund’s net asset value at the beginning of such period.  This election (commitment) does not apply to any of the other Funds.
 

II-41 
 
 
 
Additional Information on How To Use Our Free Exchange Privilege.
 
Subject to the conditions listed below, you have the right to exchange shares of any Fund on which a sales charge is applicable (“load fund”) for the shares of the same class of any other load fund for the same Customer Account without incurring an additional sales charge.  This right, which is called a free exchange privilege, gives you the flexibility to change investments as your goals change (provided that the new Fund is available for sale in your state).  Since an exchange of Fund shares is treated as a redemption of your current Fund shares and a purchase of shares of the new Fund, it may (except in the case of an exchange from the Cash Management Fund) result in recognition of a taxable gain or loss.  Read the prospectus of the Fund you are purchasing carefully before you exchange into it.  The Fund is authorized to charge a $5.00 exchange fee for each exchange.  This fee is currently being paid by the fund into which you are making the exchange.
 
Exchange orders are processed when we receive them in good order in our Edison, NJ office.  Exchange orders received in good order prior to the close of trading on the NYSE will be processed at that day’s prices.
 
If you place an exchange order with your representative by the close of regular trading on the NYSE, it will be processed at that day’s price for each Fund provided that your order is received by our Edison, NJ office by the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time), or by our Fund/SERV deadline for orders that are submitted via the Fund/SERV system.
 
Exchanges From a Money Market Fund
 
You can also exchange Class A money market fund shares for another Fund under your Customer Account without incurring a sales charge if the shares were acquired via an exchange from a load fund under your Customer Account.  The dividends earned on those shares are also eligible for the free exchange privilege.  To the extent that shares are redeemed from the money market fund, the free exchange privilege is no longer available with respect to those shares.  If a customer is eligible for both the free exchange privilege and reinstatement at NAV, the free exchange privilege will be used first followed by the reinstatement privilege.  The amount available for the free exchange privilege will be reduced by any amount invested into a load Fund under your Customer Account that receives a sales charge waiver due to the reinstatement or free exchange privileges.
 
Systematic Exchanges
 
You can systematically exchange from one of your load Fund accounts to another load Fund or money market fund account owned by the customer at the net asset value.
 
Other Exchange Conditions
 
There are a number of conditions on the free exchange privilege:
 
1.
The Funds reserve the right to reject any exchange, without prior notice, if they believe that it is part of a market timing strategy or a pattern of excessive trading.  In the event that an exchange is rejected, neither the redemption nor the purchase side of the exchange will be processed.
2.
You may not exchange into a new account if your account has been restricted pursuant to our USA PATRIOT Act policies.
3.
You may only exchange shares within the same class.
4.
Exchanges can only be made between accounts that are owned by the same customer and registered under the same customer number.
5.
You may exchange to another Fund account provided that both the source and the receiving accounts meet the Fund minimum after the exchange.  This requirement is waived if you are requesting a full exchange to eliminate a low balance account.
6.
The Fund you are exchanging into must be eligible for sale in your state.
7.
If your request does not clearly indicate the amount to be exchanged or the accounts involved, no shares will be exchanged.
8.
If you exchange shares to a new Fund account, the dividend and capital gain options will apply to the new Fund account as well as the original account if it remains open.  If you exchange shares into an existing Fund account, the dividend and capital gain options on the existing Fund account will remain in effect.
9.
If you exchange shares of a Fund that are subject to a CDSC, the CDSC amount and the holding period used to calculate the CDSC will carry over to the acquired shares with one exception.  If you exchange Class A shares that are subject to a CDSC into a Class A money market fund account, the CDSC will carry over; however, the

II-42 
 
 


9.
holding period will be tolled and the CDSC will not be charged unless you redeem from the money market fund.
10.
If your exchange request is not in good order or information is missing, the Transfer Agent will seek additional information and process the exchange on the day it receives such information.
11.
If your exchange is from an account with automatic investments or systematic withdrawals, you must let us know if your automatic investments or systematic withdrawals are to remain with the original Fund or the Fund you are exchanging into (“receiving fund”) or if you want the automatic investments or withdrawals terminated.
 
Without specific instructions, we will amend account privileges as outlined below:
 
 
Exchange All Shares to ONE
Fund Account
Exchange All Shares to
MULTIPLE Funds
Exchange a Portion of Shares
to ONE or MULTIPLE Funds
Money Line
(ML)
ML moves to Receiving Fund
ML stays with Original Fund
ML stays with Original Fund
Automatic Payroll Investment (API)
API moves to Receiving Fund
API is allocated equally to Receiving Funds
API stays with Original Fund
Systematic Withdrawals (SWP) (includes RMDs)
SWP moves to Receiving Fund
SWP is allocated proportionally to Receiving Funds
SWP stays with Original Fund
Automated Retirement Account Contributions*
$ moves to Receiving Fund
$ stays with Original Fund
$ stays with Original Fund
* Contributions remitted by the employer for certain retirement accounts.
 
Telephone Exchanges
 
Provided you have telephone privileges on your account, you may make exchanges over the phone by calling Special Services at 1 (800) 342-6221 from 9:00 a.m. to 5:00 p.m., Eastern Time.  Orders received after the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time), are processed the following Business Day.
 
You may exchange shares of any eligible Fund (1) within any participant directed prototype IRA, 403(b)(7) or 457(b) plans, (2) from an individually registered non-retirement account to an IRA registered to the same owner (provided an IRA application is on file) and vice versa, except in circumstances where documentation is required by applicable regulations; (3) within money purchase pension plans and profit sharing plans, if a First Investors Qualified Retirement Plan Application is on file.  Certificate shares cannot be exchanged by phone and for trusts, estates, attorneys-in-fact, corporations, partnerships, guardianships, conservatorships and other entities, additional documents may be required if not already on file.
 
Written Exchanges
 
Written instructions are acceptable for any exchange.
 
1.
Include the requisite signatures of the account owner(s) or authorized person(s) in accordance with our policies as set forth in “Specific Account Requirements”.
2.
Include the name and account number of your Fund.
3.
Indicate either the dollar amount, number of shares or percent of the source account you want to exchange.
4.
Specify the existing account number or the name of the new Fund you want to exchange into.
5.
Include any outstanding share certificates for shares you want to exchange.  A signature guarantee is required.
6.
For trusts, estates, attorneys-in-fact, corporations, partnerships, guardianships, conservatorships and other entities, additional documents may be required if not already on file.

 
II-43 
 
 

Additional Information About Sales Charge Discounts and Waivers.
 
The following sales charge discounts and waivers are also available:
 
1.
Class A shares may be purchased without a sales charge by a special fund account created in connection with the early termination of a First Investors single payment or periodic payment plan by the plan sponsor using its power to modify the terms of the plan.  This privilege applies to purchases until the earlier of the expiration of the original plan period or the completion of all payments up to the face amount of the original plan.  The privilege also applies to the amount of any partial withdrawal outstanding at the time of the termination of the plan.  This privilege will terminate if the shareholder terminates the special fund account for any reason, including transfer of ownership, full redemption or exchange into another Fund.
2.
Unitholders of various series of New York Insured Municipal-Income Trust sponsored by Van Kampen Merrit, Inc., unitholders of various series of the Multistate Tax Exempt Trust sponsored by Advest Inc., and Municipal Insured National Trust may buy Class A shares of a Fund with unit distributions at the net asset value plus a sales charge of 1.5%.  Unitholders of various tax-exempt trusts, other than the New York Trust, sponsored by Van Kampen Merrit Inc. may buy Class A shares of a Fund with unit distributions at the net asset value plus a sales charge of 1%.
3.
If you own Class A shares of Blue Chip or Fund For Income that are attributable to your investment in our Executive Investors Blue Chip or High Yield Fund and you have owned these shares continuously since March 13, 2000, or if you have continuously owned Class A shares of Insured Tax Exempt Fund II since December 17, 2000, you are entitled to the following special sales charge rate on additional investments in those funds: a sales charge (expressed as a percentage of offering price) of 4.75% on investments less than $100,000; 3.90% on investments of $100,000-$249,999; 2.90% on investments of $250,000-$499,999; and 2.40% on investments of $500,000-$999,999.
4.
Participants in 403(b) plans administered by 403(b) ASP in an omnibus account may purchase Class A shares without a front-end sales charge.
5.
The sales charge is waived when Class A share systematic withdrawal plan payments from one customer account are automatically invested into Class A shares of a different customer account if the systematic payments between the two accounts were authorized to be made without a sales charge pursuant to an arrangement that existed prior to October 3, 2005.
 
The following is additional information about our ROA and LOI policies:
 
1.
For purposes of shareholders who invest through a broker-dealer, your address of record with your broker-dealer is considered your address of record for ROA purposes.
2.
Accounts maintained for the same customer with different broker-dealers of record and/or different addresses will not be combined for discount purposes and will be recorded under separate customer account numbers.
3.
If you reside in an apartment, office, or similar multi-tenant building, your address of record for discount purposes includes your individual unit numbers or designations.  Thus, the accounts of shareholders who reside in different apartments, office suites, or units within the same building will not be combined for discount purposes.
4.
Participants in 403(b) plans who invest in the Funds through a First Investors individual custodial account are treated as individuals for purposes of the Funds’ ROA, LOI, and sales charge waiver and discount policies.
5.
Investments in 401(k) plans and other qualified group retirement plans are not considered for purposes of any individual participant’s ROA or LOI privileges.
6.
By agreement with us, a sponsor of a governmental retirement plan described in Section 457(b) of the Internal Revenue Code (“Eligible 457(b) plan”) may elect for the plan not to be treated as a qualified group retirement plan for purposes of our ROA, LOI, and sales charge waiver and discount policies.  Under such an agreement, we will establish a separate Customer account for each Eligible 457(b) plan participant who invests in the Funds, register the account under the participant’s address of record, and treat such account as if it were an individual account.  Thus, each Eligible 457(b) plan participant will pay the same sales charge on investments in the Funds through the plan that he or she would pay if the investments had been made in the participant’s individual account.
 
Additional Information About the Conversion of Class B Shares to Class A Shares.
 
Class B shares and the dividend and distribution shares they earn, automatically convert to Class A shares after eight (8) years, reducing future annual expenses.
 
II-44
 
 
 
1.
Conversions will be made into existing Class A share Fund accounts provided the accounts have identical ownership and the same broker-dealer.  If you do not own an identically registered Class A share Fund account with the same broker-dealer, a new Class A share Fund account will be established.
2.
All automated payments including Money Line, Automatic Payroll Investment, and other regularly scheduled retirement investment programs will continue to be invested into the Class B share Fund account after the initial conversion.
3.
Systematic withdrawals and required minimum distributions will continue to be made from the Class B share Fund account after the initial conversion provided there are a sufficient number of Class B shares.  If the Class B share Fund account has insufficient shares to satisfy a scheduled distribution, additional instructions may be necessary.
4.
If dividends and/or capital gain distributions from a Class B share Fund account are cross-reinvested into another Class B share Fund, the service will remain in effect on the source account after the conversion provided shares remain in the source account.  The cross-reinvestment option will not automatically move to Class A share Fund accounts.  Dividends and capital gain distributions earned on Class A shares purchased as a result of the conversion will be automatically reinvested.
5.
Duplicate statements and secondary addresses (for checks), if any, that have been authorized on Class B share Fund accounts will also be assigned to the new Class A share Fund accounts.
 
Additional Information About Our Signature Guarantee Policies.
 
In addition to the circumstances listed in the prospectus, the Funds require signature guarantees for the following:
 
1.
When shares are transferred to a new owner.
2.
When certificated (issued) shares are redeemed, exchanged or transferred.
3.
To establish any EFT service or to amend banking information on an existing EFT service. *
4.
For Money Line increases in excess of the amounts permitted by telephone. *
5.
To establish the Expedited Redemption Privilege or amend banking information on an existing Expedited Redemption Privilege. *
6.
If multiple account owners of one account give inconsistent instructions.
7.
When the authority of a representative of a corporation, partnership, trust, or other entity has not been satisfactorily established prior to the transaction request.
8.
When an address is updated on an account which has been coded “Do Not Mail” because mail has been returned as undeliverable.  A mailing address and residential address must be provided. *
9.
For draft check orders when the address has changed within thirty (30) days of the request. *
10.
For any other instance whereby a Fund or its transfer agent deems it necessary as a matter of prudence.
 
* For items 3, 4, 5, 8 and 9 a Signature Validation Program stamp will be accepted from any member of the Securities Transfer Agent Medallion Signature Program (“STAMP”) in lieu of a medallion signature guarantee.
 
We reserve the right (but have no obligation) to require that instructions for any other transactions be in writing, signed by all owners, and signature guaranteed.
 
The Funds will accept a signature guarantee from their principal underwriter, FIC, or any eligible guarantor institution (including any bank, savings association, credit union, exchange, or broker firm) that is a member of the Securities Transfer Agents Medallion Program (“STAMP”), the New York Exchange Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”).  The surety bond coverage amount of the guarantee must equal or exceed the amount of the transaction or transactions that are being authorized.  If more than one signature is required, each signature must be signature guaranteed.  The Funds will not accept a signature guarantee that has been amended or limited in any way.  Please note that a notary public stamp or seal is not an acceptable substitute for a signature guarantee.
 
The signature guarantee requirements do not apply to transactions or instructions that are communicated to the Funds through NSCC Fund/SERV, Networking or via telephone by broker-dealers or other financial institutions that have entered into a Fund/SERV or Networking Agreement with the Funds or the Funds’ agent.  Broker-dealers and other institutions that process transactions through Fund/SERV or Networking are responsible for obtaining the permission of their clients to process such transactions and for ensuring that such transactions are processed properly.  The Funds do not have any responsibility for obtaining any documentation from such financial institutions to demonstrate that their clients have authorized the transactions or instructions.
 

II-45 
 
 
 
The signature guarantee policies of the Funds may be amended at any time without prior notice.
 
Additional Information About Dividends and Other Distributions.
 
We automatically reinvest dividends and/or capital gain distributions in additional Fund shares unless otherwise instructed.  We reserve the right to send dividends and capital gain distributions that are remitted by check to a U.S. address only.  Dividends and/or capital gain distributions may be sent via EFT provided this option is either selected for both dividend and capital gain distributions or this option is selected for one and the other is reinvested into the same fund account.  Upon notification that all account owners are deceased, all distributions will be automatically reinvested; any distribution cross-investment plan or systematic withdrawal plan will be discontinued.  Dividends and capital gain distributions of less than $10 are automatically reinvested.
 
Except as noted below, for Funds that declare daily dividends, shares start earning dividends on the first Business Day following the day of purchase.  Shares continue to earn dividends until, but not including, the next Business Day following the day of redemption.
 
For First Investors Cash Management Fund purchases, if we receive a Federal Funds wire transfer prior to 12:00 p.m. Eastern Time, and you have given us the proper notification beforehand, your shares start earning dividends on the day of purchase.  Redemptions by wire out of the Cash Management Fund will not earn dividends on the day of redemption.
 
Share Certificates
 
We no longer issue share certificates.  If a previously issued certificate is lost, stolen, or damaged, you may be charged a replacement fee of the greater of 2% of the current value of the certificated shares or $35.
 
In addition, certificated shares cannot be redeemed, exchanged, or transferred until the certificates are returned with your transaction request.  The share certificate must be properly endorsed and signature guaranteed.
 
Name Changes
 
A name change may occur due to marriage, divorce, adoption or other reason.  To change your name, send us an Affidavit of Name Change or a letter of instruction with your signature guaranteed, along with a copy of your marriage certificate, divorce decree or other U.S. government issued document such as a passport or drivers license that confirms the name change.  In lieu of the notarized Affidavit or letter of instruction signature guaranteed, you may send us a certified copy of the document and a letter of instruction.  A MAA or an application for non-affiliated broker-dealers is also required if one is not already on file.
 
Transferring Ownership of Shares
 
A transfer is a change of share ownership from one customer to another.  Unlike an exchange, transfers occur within the same Fund.  You can transfer your shares at any time; however, we will only transfer the ownership to a new Fund account which has a U.S. address and whose owner meets all other requirements to establish an account.  All transfers into a new account must meet the minimum initial investment requirement of the Fund after the transfer of shares is completed.  The Fund minimum is waived for a full transfer due to death if the shares are transferred to the surviving joint owner and for a full transfer of a UTMA or UGMA to a successor custodian for the benefit of the same minor or to the minor upon reaching the age at which custodianship ends.  We reserve the right to delay processing a transfer if the shares are part of an LOI until we notify the account owner that such transfer will terminate the LOI.
 
To transfer shares to a new owner, you must submit a transfer form with:
 
●
Your account number;
●
Dollar amount, percentage, or number of shares to be transferred;
●
Existing account number receiving the shares (if any);
●
The name, U.S. street address, date of birth, citizenship status, taxpayer identification number and such other information as may be required by law of each customer receiving the shares; and
●
The original signature of each account owner requesting the transfer with signature guarantee(s).


II-46 
 
 
 
We will require the transferee to: complete the appropriate application to establish an account; provide the required customer identification program information under the USA PATRIOT Act; and supply any other required information.
 
If you are receiving shares via a transfer and you do not appoint a broker-dealer on the application, FIC will not be responsible for the suitability of any exchange and there will be restrictions on your account.  In addition, you will not be permitted to make additional purchases except via an exchange or via dividend and capital gain investments.
 
Depending upon your account registration, additional documentation may be required to transfer shares.  Money Lines, APIs, draft checks and systematic withdrawal plans do not carry over when an account is transferred.  In addition, neither the reinstatement privilege, nor any applicable free exchange privilege on money market shares, is transferred to a new owner.  If you are submitting multiple requests, you must specify the order in which the transactions are to be processed or none of the requests will be honored.  Shares that have been transferred into an account must be held for at least one day before the shares may be exchanged for a different Fund; the new owner must sign the exchange request.  You may wish to consult your tax advisor to discuss the different tax implications.  Transfers due to the death of a shareholder require additional documentation.  The Fund’s transfer agent, in its discretion, may waive certain stated requirements for transfers.
 
A transfer is a change of ownership and may trigger a taxable event.  You should consult your qualified tax advisor before initiating a transfer.  The Fund’s transfer agent and the distributor may refuse any exchange or transfer order that is not in “good order” in accordance with our policies and are not obligated to provide any prior notice before doing so.
 
Missing or Incorrect TINs and Returned Mail
 
If you fail to give us a Taxpayer Identification Number (“TIN”) or you provide us with an incorrect TIN:
 
1.
We reserve the right to close your account;
2.
If we are charged a fee by the IRS, we may debit your account for the fees imposed plus a processing charge; and
3.
We may attempt to correct your tax reporting information by using a consumer reporting agency.
 
If mail is returned to the Fund marked undeliverable by the U.S. Postal Service with no forwarding address after two (2) consecutive mailings, and the Fund is unable to obtain a current shareholder address, the account status will be changed to “Do Not Mail” to discontinue future mailings and prevent unauthorized persons from obtaining account information.  Telephone privileges, certain automated investments and automated withdrawals will also be discontinued.  If mail is returned to us from the U.S. Post Office with an updated address, we will update your account(s) on our records with the address given by the Post Office.  We reserve the right to update your address without obtaining your signature guaranteed instructions based on the address provided by one of our affiliates or a consumer reporting agency.  We will confirm the address change to both the new and old address.
 
You can remove the “Do Not Mail” status on your account by submitting written instructions including your current address signed by all shareholders with a signature guarantee Signature Validation Program.  Additional requirements may apply for certain accounts.
 
Returned checks and other distributions will be voided when an account’s status has been changed to “Do Not Mail”.  No interest will be paid on any outstanding checks or checks which have been voided or stopped.  All future dividends and other distributions will be reinvested in additional shares and additional systematic withdrawals will be stopped until new instructions are provided.  If no activity occurs in your account within a period of time specified by applicable state law and we have not been able to contact you at the address of record listed on your account, your Fund shares and outstanding dividend and distribution checks may be turned over to the applicable state in accordance with state laws governing abandoned property.
 
Prior to turning over assets to your state, the Fund will seek to obtain a current shareholder address in accordance with Securities and Exchange Commission rules.  A search company or consumer reporting agency may be employed to locate a current address.  The Fund may deduct the costs associated with the search from your account.
 

II-47 
 
 
 
Summary of FIC’s Privacy Policy
 
We use the strictest standards to safeguard your information.  If FIC is your broker, we obtain information from you that is necessary to make suitable investment recommendations for you, such as your occupation, age, financial resources, investment experience and objectives.  We use your information only to process transactions that you have authorized, and to service your account.  We may share your personal information with our affiliated companies or third parties when it is necessary to process your transactions, service your accounts, or maintain your records.  We do not disclose your information to any third party, except as permitted by law or with your consent.  Nor do we share your personal information with unaffiliated third parties for use in marketing their products or services.  We restrict access to your information to those persons who need to know it.  We also maintain physical, electronic, and procedural measures to ensure that unauthorized persons do not obtain access to your information.  Information regarding our privacy policy is mailed to you and is available on our website at www.firstinvestors.com.
 
Transfer on Death Guidelines
 
Purpose:  To enable the owner(s) of a First Investors mutual fund account who have an MAA or an application for non-affiliated broker-dealers on file to designate one or more beneficiaries to receive shares in the account automatically upon the death of all account owners, outside of probate.  Until the death of all account owners, the TOD beneficiaries have no rights with respect to the account.  A beneficiary must survive all account owners for the transfer to occur in accordance with the TOD registration.
 
Eligible Owners:  Only a natural person, or two natural persons holding the account as Joint Tenants with Rights of Survivorship (JTWROS) or Tenants by the Entireties (TE) may establish an account in TOD form.  Tenants in Common are ineligible for TOD registration.
 
Eligible Beneficiary:  The account(s) owner may designate one or more than one beneficiary.  Upon the death of all account owners, shares will be divided equally among the surviving beneficiary(ies).  A beneficiary may be an individual or an entity.  No designation such as Lineal Descendants (LD) or Lineal Descendants Per Stirpes (LDPS) is permitted.
 
Registration of the Account:  It is our policy to include the name of each beneficiary in the account registration.  If multiple beneficiaries are named and the names do not fit in the account registration due to space limitations, the TOD designation in the registration will read “Multiple Beneficiaries on File”.  Confirmation regarding the beneficiary information will be sent to you.  The TOD registration of the account and the beneficiaries designated on the account shall not change unless the TOD registration of the account is revoked by all owners or the beneficiary designation is changed by all owners.
 
Exchanges:  Shares exchanged out of the account into new First Investors mutual fund accounts will continue to be registered in TOD form, unless ADM is instructed to the contrary.  Shares exchanged into an existing fund account will contain the registration of the account receiving the shares.  Provided that you have not declined telephone privileges, an account owner including one owner of a jointly held TOD account, acting alone and without the consent of the other joint owners, may exchange shares from a TOD registered account into a non-TOD account, from a non-TOD account to an existing TOD account and between TOD accounts with different beneficiaries provided the accounts are registered to the identical owners.
 
Changes to TOD Registration during the Life of the Owner(s):  An owner(s) may change or revoke TOD registration at any time by sending written instructions acceptable to ADM, signed by the owner(s).  If there are multiple owners, all owners must sign the instructions.  A TOD registration form validly executed by the owner(s) and received by our home office in “good order” revokes a prior one.  A TOD registration may not be changed or revoked by will, codicil or oral communication.  The death of an owner of an account will not automatically revoke TOD registration.  The surviving owner will receive title to the shares in the account and will need to re-register the account.  The surviving owner may, at any time during his or her lifetime, revoke or change the designation of beneficiary.
 
Death of a Designated TOD Beneficiary:  If one of the multiple designated beneficiaries predeceases the account owner(s), the amount otherwise payable to such beneficiary shall be payable to the other remaining beneficiaries.  If none of the beneficiaries survive all account owners, the account will be treated as belonging to the last surviving owner’s estate. If a beneficiary survives all owners but is not alive at the time the shares are presented for re-registration, the shares will become part of the estate of the beneficiary.
 

II-48 
 
 

Transfer to Designated TOD Beneficiary Upon the Owner’s Death:  ADM will process a transfer to the designated TOD beneficiary(ies) upon receipt of the following: (a) evidence of the death of the account owner(s) (e.g., a certified copy of the death certificate); (b) inheritance tax waivers and/or affidavit of domicile of the owner; (c) a fully executed copy of Certification of Entitlement to TOD Account; (d) if the beneficiary is a minor, an affidavit from the parent or guardian attesting that the minor survived the owner; (e) if certificates have been issued, the certificates with appropriate endorsements; and (f) a fully executed application signed by the beneficiary, unless one is already on file.
 
Spousal Consent:  If the account owner(s) lives in a community property state (e.g., Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington or Wisconsin), spousal consent may be required to name a TOD beneficiary other than the spouse.  An account owner(s) should consult with his or her legal advisor.  FIC has no obligation to determine an account owner’s marital status, whether property placed into an account is separate or community property, or whether spousal consent is necessary.
 
Tax and Legal Consequences of TOD Registration:  FIC is not responsible for determining the tax and legal consequences of an account owner’s decision to register securities in TOD form.  Please consult your legal and tax advisors before electing TOD registration.  The TOD accounts are governed by the STA TOD rules except to the extent modified by FIC.  FIC shall not be responsible to the designated TOD beneficiary for dividends, interest and other distributions in respect of a security registered in TOD form paid in cash after the death of the last surviving account owner but before the presentation of the shares in proper form for transfer.
 
STA Guidelines:  First Investors TOD registrations are established under the laws of New Jersey.  First Investors offers TOD accounts to shareholders irrespective of their state of residence.  It is First Investors’ policy to follow STA Guidelines on TODs to the extent that they are not inconsistent with First Investors TOD Guidelines.
 
Future Changes in Guidelines and Rules:  These guidelines are subject to change by FIC at any time without prior written notice.
 
How To Contact The Fund Directly Through Its Transfer Agent.
 
While we encourage you to use the services of your representative, if you want or need to contact the Fund directly, you can:
 
1.
For Overnight Mail, write us at:
 
Administrative Data Management Corp.
Raritan Plaza I, 8th Floor
Edison, NJ 08837-3620
 
2.
For Regular Mail, write us at:
 
Administrative Data Management Corp.
P.O. Box 7837
Edison, NJ 08818-7837
 
3.
Call our Shareholder Services Department at:
1 (800) 423-4026
 
4.
Visit us at any time on-line at:
www.firstinvestors.com


II-49 
 
 

Telephone Requests:
 
If you have telephone privileges on your account, you can call Administrative Data Management Corp. (“ADM”) to request redemptions, exchanges, reallocations of Money Line or API investments, and increases of Money Line investments, subject to the limits of our policies.
 
Whether or not you have telephone privileges, you may call ADM provided your account is not coded “Do Not Mail”:
 
To update or correct your:
 
●
Address or phone number;
●
Birth date (important for retirement distributions); and
●
Distribution option to reinvest or pay in cash or initiate cross reinvestment of dividends and capital gain distributions (available for certain accounts only).
 
To request:
 
●
Cancellation of your Systematic Withdrawal Plan;
●
A stop payment on a dividend, redemption or money market draft check;
●
To cancel or decrease (minimum of $50 per month) Money Line payments;
●
A duplicate copy of a statement, cancelled check or tax form:
 
Cancelled Check Fees:
$10 fee for a copy of a cancelled dividend, liquidation, or investment check.
   
$15 fee for a copy of a cancelled money market draft check.
 
Duplicate Tax Form Fees:
Current Year -                                Free
   
Prior Year(s) -                                $7.50 per tax form per year.
●
Cancellation of cross-reinvestment of dividends and capital gain distributions;
●
A history of your account.  Current year and the previous two-year histories are provided free of charge, however, there is a fee for prior periods.  Account histories are not available prior to 1974; and
●
Money market fund draft checks (non-retirement accounts only) provided your account balance is at least  $10,000 and your address of record has not changed within the past thirty (30) days.  Additional written documentation may be required for certain registrations.
 
Statements and Confirmation Statements
 
You should review your statements and confirmation statements carefully.  If you fail to notify us of any errors or omissions within thirty (30) days of the date that a statement or confirmation statement is mailed to your address of record or sent by electronic delivery, we will assume that your statement or confirmation statement is correct and we will not accept responsibility for any resulting liability.
 
E-Mail Policies
 
You can e-mail our transfer agent, ADM at admcust@firstinvestors.com with general account and service-related inquiries such as requests for:
 
●
Literature on our Funds and services;
●
Prospectus, annual report, and Statements of Additional Information;
●
Duplicate statements;
●
Procedural information; and
●
Account research.
 
E-mail cannot be used to place purchase, exchange, transfer, and/or redemption orders.  First Investors will not honor trades or address change requests sent to us from customers via e-mail.
 

II-50 
 
 

Web Access
 
You can access your account fund prices and a wealth of other company information at your convenience - 24 hours a day, seven (7) days a week - through our website at www.firstinvestors.com.
 
After you have created a username and password, our web site allows you to:
 
●
Review your current account balance, portfolio breakdown and beneficiary designations;
●
Enroll in electronic delivery notification (“EDN”) of statements and certain reports;
●
View current and previous years transactions, such as investments and redemptions;
●
Access your most recent Quarterly Master Account Statement;
●
Verify that money market checks have cleared;
●
Obtain current and previous years tax forms;
●
View your registered representative’s name, telephone number and office information; and
●
Change your password, nickname and e-mail address.
 
To begin using these benefits, follow the directions below:
 
●
Visit us at www.firstinvestors.com or call us at 1 (800) 423-4026 for assistance.
●
From our web site home page, select Account Access.  Click on “Need to Register?” on the left side of the page or click registering online in the body of the text regarding setting up online access.
●
Enter your Social Security Number or Employer Identification Number, your Customer Number or one of your account numbers, your birth date and zip code.
●
Create a personalized User Name and Password and provide a valid e-mail address.  You will be sent two  e-mails, one confirming you have successfully registered for Web Access and a second e-mail providing an 8-digit verification code.
●
Click Login and enter your personalized User Name and Password.  Enter the 8-digit verification code from the confirmation e-mail.
 
Keep your password confidential to safeguard your account.  Contact us immediately if someone else has obtained your password or accessed your account.  First Investors’ web site uses state of the art encryption technology to keep your account information private.  We recommend that you use 128-bit encryption when viewing your account information.
 
First Investors does not accept orders for transactions or address updates via our web site.  For trusts, estates, attorney-in-fact, corporations, partnerships, and other entities, additional documentation is required to permit web access.
 

II-51 
 
 

DETERMINATION OF NET ASSET VALUE
 
All Funds Except Cash Management Fund and Life Series Cash Management Fund.
 
In calculating its net asset value (“NAV”), each Fund, other than the Cash Management Fund and the Life Series Cash Management Fund, generally values its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service.  If such information is not available for a security held by the Fund, is determined to be unreliable, or (to the Adviser’s knowledge) does not reflect a significant event occurring after the close of the market on which the security principally trades (but before the close of trading on the NYSE), the security will be valued at its fair value as determined in good faith pursuant to procedures adopted by a Fund’s Board.  Foreign securities are priced based upon their market values as of the close of the foreign markets in which they principally trade.  The Fund also relies on a pricing service in circumstances where the U.S. securities markets exceed a pre-determined threshold to value foreign securities held in the Fund’s portfolio or when foreign markets are closed regardless of movements in the U.S. markets.  The pricing service, its methodology or the threshold may change from time to time.  In the event that a Fund holds any insured municipal bond which is in default in the payment of principal or interest, the defaulted bond may be valued based upon the value of a comparable bond which is insured and not in default.  Debt obligations with maturities of 60 days or less are valued at amortized cost.
 
Consistent with SEC regulations, changes in holdings of portfolio securities are generally reflected in the NAV calculation on the first business day following the trade (i.e., T + 1).  Therefore, when a Fund purchases or sells a security during the day, any change in the value of the security that occurs that day is not reflected in the Fund’s NAV.  “When-issued securities” are also reflected in the NAV of a Fund on a T + 1 basis.  Such investments are valued thereafter at the mean between the most recent bid and asked prices obtained from recognized dealers in such securities or by the pricing services.  For valuation purposes, quotations of foreign securities in foreign currencies are converted into U.S. dollar equivalents using the foreign exchange equivalents in effect as of the close of the London Stock Exchange.
 
Cash Management Fund and Life Series Cash Management Fund.
 
Each of these Funds values its portfolio securities in accordance with the amortized cost method of valuation under Rule 2a-7 under the 1940 Act.  To use amortized cost to value its portfolio securities, a Fund must adhere to certain conditions under that Rule relating to the Fund’s investments, some of which are discussed in each Fund’s Prospectus.  Amortized cost is an approximation of market value of an instrument, whereby the difference between its acquisition cost and value at maturity is amortized on a straight-line basis over the remaining life of the instrument.  The effect of changes in the market value of a security as a result of fluctuating interest rates is not taken into account (unless the aggregate deviation between the Fund’s market value and amortized cost value exceeds ½ of 1% as discussed below) and thus the amortized cost method of valuation may result in the value of a security being higher or lower than its actual market value.  In the event that a large number of redemptions take place at a time when interest rates have increased, the Fund might have to sell portfolio securities prior to maturity and at a price that might not be desirable.
 
In accordance with Rule 2a-7, each Fund’s Board has established procedures for the purpose of maintaining a constant net asset value of $1.00 per share, which include a review of the extent of any deviation of net asset value per share, based on available market quotations, from the $1.00 amortized cost per share.  Should that deviation exceed ½ of 1% for the Fund, the Board will promptly consider whether any action should be initiated to eliminate or reduce material dilution or other unfair results to shareholders.  Such action may include selling portfolio securities prior to maturity, reducing or withholding dividends and utilizing a net asset value per share as determined by using available market quotations, or suspending redemptions and postponing payment of redemption proceeds in order to facilitate an orderly liquidation of the Fund.
 
Emergency Pricing Procedures For All Funds.
 
Each Fund’s Board may suspend the determination of a Fund’s net asset value per share for the whole or any part of any period (1) during which trading on the New York Stock Exchange (“NYSE”) is restricted as determined by the SEC or the NYSE is closed for other than weekend and holiday closings, (2) during which an emergency, as defined by rules of the SEC in respect to the U.S. market, exists as a result of which disposal by a Fund of securities owned by it is not reasonably practicable for the Fund fairly to determine the value of its net assets, or (3) for such other period as the SEC has by order permitted.
 

II-52 
 
 

 
In the event that the Funds must halt operations during any day that they would normally be required to price under Rule 22c-1 under the 1940 Act due to an emergency (“Emergency Closed Day”), the Funds will apply the following procedures:
 
1.
The Funds will make every reasonable effort to segregate orders received on the Emergency Closed Day and give them the price that they would have received but for the closing.  The Emergency Closed Day price will be calculated as soon as practicable after operations have resumed and will be applied equally to sales, redemptions and repurchases that were in fact received in the mail or otherwise on the Emergency Closed Day.
2.
For purposes of paragraph 1, an order will be deemed to have been received by the Funds on an Emergency Closed Day, even if neither the Funds nor the Transfer Agent is able to perform the mechanical processing of pricing on that day, under the following circumstances:
 
(a)
In the case of a mail order, the order will be considered received by a Fund when the postal service has delivered it to FIC’s Edison, NJ offices prior to the close of regular trading on the NYSE; and
 
(b)
In the case of a wire order, including a Fund/SERV order, the order will be considered received when it is received in good form by a FIC branch office or an authorized dealer prior to the close of regular trading on the NYSE.
3.
If the Funds are unable to segregate orders received on the Emergency Closed Day from those received on the next day the Funds are open for business, the Funds may give all orders the next price calculated after operations resume.
4.
On business days in which the NYSE is not open for regular trading, the Funds may determine not to price their portfolio securities if such prices would lead to a distortion of the NAV, for the Funds and their shareholders.

 

II-53 
 
 

ALLOCATION OF PORTFOLIO BROKERAGE
 
The Adviser and subadvisers (in the case of Funds that have subadvisers) have authority to select broker-dealers that are used to effect portfolio transactions for the Funds.  Portfolio transactions are generally structured as agency transactions or principal transactions.  In agency transactions, the Funds generally pay brokerage commissions.  In principal transactions, the Funds generally pay a dealer mark-up or selling concession.  In the case of a riskless principal transaction, a dealer mark-up may be treated as a “commission” if the confirmation statement explicitly states the amount of the transaction that is considered to represent a commission.  The Funds may also purchase certain fixed income securities directly from an issuer without paying commissions or discounts.
 
In selecting broker-dealers to execute portfolio transactions and assessing the reasonableness of their commissions, the Adviser and subadvisers consider, among other things, a broker-dealer’s expertise, reputation, reliability, and performance in executing transactions, and the value of any research that it makes available.  A Fund may pay more than the lowest available commission (as that term is defined by the SEC) in return for brokerage and research services provided to the Adviser or, for Funds that employ a subadviser, to the subadviser.  Additionally, the Adviser retains investment discretion over the accounts and may request the subadvisers to direct brokerage to broker-dealers selected by the Adviser in recognition of proprietary or third-party research provided by such broker-dealers to the Adviser.  Also, if approved by the Board of the Funds, the Adviser or subadviser, as applicable, may use brokerage commissions to acquire services that do not qualify in whole or in part as research or brokerage services.
 
The research acquired by the Adviser or a subadviser with Fund commissions includes so-called proprietary research and third-party research.  Proprietary research is research that is generated by a full-service brokerage firm and offered to the firm’s clients on a “bundled” basis along with execution services.  In other words, there is no separately stated charge for the research.  Third-party research is research that is prepared by an independent third-party and provided by a broker-dealer. In a third-party research arrangement, the cost of the research is generally stated both in dollars and in terms of a soft-to-hard dollar ratio.  The client acquiring the research generally pays for the research by directing a specified amount of commission business to the broker-dealer that provides it.  The broker-dealer in turn pays the third-party that is the original source of the research.
 
The type of research services acquired with Fund commissions include: (a) market data, such as stock quotes, last sale prices, trading volumes, and other information as to the market for and availability of securities for purchase or sale; (b) research reports containing statistical or factual information or opinions pertaining to the economy, particular industries or sectors, particular issuers, or the creditworthiness of issuers; (c) conferences and meetings with executives of issuers or analysts; and (d) data concerning Fund performance and fees.  The Adviser generally uses each research service acquired with commissions to service all the Funds in the First Investors Family of Funds, rather than the particular Fund or Funds whose commissions may pay for a research service.  In other words, a Fund’s brokerage commissions may be used to pay for a research service that is used in managing another Fund within the First Investors Family of Funds.  The subadvisers may likewise use research obtained with commissions to service their other clients.
 
The Board of the Funds has approved an arrangement whereby the Adviser acquires three mixed-use services with commissions, Lipper Analytical New Applications Module (First Investors Equity Funds), Lipper Analytical New Applications Module (First Investors Income Funds) and iMoneyNet.  These services are used by the Adviser both for research purposes and to analyze and report to the Fund’s Board a Fund’s performance and fees relative to other comparable funds.  The Adviser currently allocates 50% of the cost of these arrangements to administration in the Funds’ expenses.  The portion of the cost of each of these mixed-use services that is attributable to administration is treated as a Fund expense for purposes of computing the expense ratios that are included in the prospectuses.
 
The Adviser or subadviser may combine transaction orders placed on behalf of a Fund with orders placed for other clients for the purpose of negotiating brokerage commissions or obtaining a more favorable transaction price.  The securities purchased or sold in such bunched orders must be allocated in accordance with written procedures approved by the Board of the Funds.  The Adviser does not place portfolio orders with an affiliated broker-dealer or allocate brokerage commission business to any broker-dealer in recognition of distributing Fund shares.  Moreover, no broker-dealer affiliated with FIMCO, Wellington Management, Vontobel, Smith or Muzinich participates in commissions generated by portfolio orders placed on behalf of any Fund.  A broker-dealer affiliate of Paradigm Capital Management, CL King & Associates, has been authorized by the Board of the Funds to execute portfolio transactions on behalf of the Special Situations and Life Series Discovery Funds in accordance with procedures adopted by the Funds pursuant to Rule 17e-1 of the 1940 Act.
 

II-54 
 
 

CREDIT RATINGS INFORMATION
 
Standard & Poor’s (“S&P”) Long-Term Issue Credit Ratings.
 
A Standard & Poor’s issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&P’s view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
 
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor’s from other sources it considers reliable.  Standard & Poor’s does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
 
Issue credit ratings are based, in varying degrees, on the following considerations:
 
●
Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
●
Nature of and provisions of the obligation; and
●
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
 
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default.  Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
 
AAA: An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
 
AA: An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
 
A: An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.  However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
 
BBB: An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
 
Note: BB, B, CCC, CC, and C. Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
 
BB: An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
 
B: An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or
 

II-55 
 
 

economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
 
CCC: An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.  In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
 
CC: An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.
 
C: A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the ‘C’ rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
 
D: An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.  An obligation’s rating is lowered to ‘D’ upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
 
Note: Plus (+) or minus (-). The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
 
NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor’s does not rate a particular obligation as a matter of policy.
 
Moody’s Investors Service, Inc. (“Moody’s”) Long-Term Obligation Ratings.
 
Moody’s long-term obligation ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
 
Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
 
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
 
A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
 
Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
 
Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
 
B: Obligations rated B are considered speculative and are subject to high credit risk.
 
Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
 
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
 
C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
 

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Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
 
S&P Short-Term Issue Credit Ratings.
 
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating.
 
A-1: A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
 
A-2: A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
 
A-3: A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
 
B: A short-term obligation rated 'B' is regarded as having significant speculative characteristics. Ratings of 'B-1', 'B-2', and 'B-3' may be assigned to indicate finer distinctions within the 'B' category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
 
B-1: A short-term obligation rated 'B-1' is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
 
B-2: A short-term obligation rated 'B-2' is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
 
B-3: A short-term obligation rated 'B-3' is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
 
C: A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
 
D: A short-term obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
 
Note: Dual Ratings.  Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').
 
Moody’s Short-Term Credit Ratings.
 

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Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
 
Moody's employs the following designations to indicate the relative repayment ability of rated issuers:
 
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
 
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
 
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
 
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
 
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
 
S&P Short-Term Municipal Note Credit Ratings.
 
A Standard & Poor's U.S. municipal note rating reflects S&P’s opinion about the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:
 
Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
 
Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
 
Note rating symbols are as follows:
 
SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
 
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
 
SP-3: Speculative capacity to pay principal and interest.
 
Moody’s Short-Term Municipal Debt Credit Ratings.
 
There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels -- MIG 1 through MIG 3.  In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.
 
MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
 
MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
 
MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
 
SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
 

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GENERAL INFORMATION
 
 
Custodian.  The Bank of New York Mellon Corp. (“BONY”), One Wall Street, New York, NY 10286, is custodian of the securities and cash of each Fund of the First Investors Income Funds, each Fund of the First Investors Tax Exempt Funds, and for the following Funds of the First Investors Life Series Funds: Cash Management, Government, High Yield, Investment Grade and Target Maturity 2015.  BONY employs foreign sub-custodians and foreign securities depositories to provide custody of foreign assets.  Brown Brothers Harriman & Co. (“BBH”), 40 Water Street, Boston, MA 02109, is custodian of the securities and cash of each Fund of the First Investors Equity Funds, and for the following Funds of the First Investors Life Series Funds: Blue Chip, Discovery, Growth & Income, International, Select Growth and Value.  BBH employs foreign subcustodians and foreign securities depositories to provide custody of their foreign assets.
 
Audits and Reports.  The accounts of the Funds are audited twice a year by Tait, Weller & Baker LLP, an independent registered public accounting firm, 1818 Market Street, Suite 2400, Philadelphia, PA 19103-2108.  Shareholders of each Fund receive semi-annual and annual reports, including audited financial statements, and a list of securities owned.
 
Legal Counsel.  K&L Gates LLP, 1601 K Street, NW, Washington, DC 20006, serves as counsel to the Funds.
 
Transfer Agent.  Administrative Data Management Corp. (“ADM”), Raritan Plaza I, Edison, NJ 08837, an affiliate of FIMCO and FIC, acts as transfer agent for the Funds and as redemption agent for regular redemptions. ADM provides services to account holders that includes, but is not limited to, opening and closing non-retirement and retirement accounts, transacting purchases, redemptions and exchanges, issuing checks, issuing tax statements, issuing account statements and maintaining records for the Funds.  ADM receives fees from the Funds that are based upon a combination of account maintenance and a per transaction basis in accordance with a fee schedule that is approved by the Board of the Funds.  In addition, the Funds reimburse ADM for its out-of-pocket costs including, but not limited to, the costs of postage, forms, envelopes, telephone lines and other similar items.  The Transfer Agent's telephone number is 1(800) 423-4026.
 
Retirement and Tax-Deferred Accounts.  A qualified financial institution acts as custodian on certain retirement and tax-deferred accounts that are opened through ADM (such as IRA, 403(b) accounts, or ESA).  There is an annual custodial fee for each type of retirement or tax-deferred account serviced by the custodian irrespective of the number of Funds that are held in the retirement or tax-deferred account.  These custodial fees are currently being paid by the Funds but the Funds reserve the right to discontinue paying this fee at any time on 45 days written notice to account holders.  The custodian reserves the right to increase or modify the custodial fee on prior written notice.
 
Shareholder and Trustee Liability.  Each First Investors Fund is organized as a Delaware statutory trust.  The Declaration of Trust of each Fund contains an express disclaimer of shareholder liability for acts or obligations of the Trust.  Further, any note, bond, contract or other written obligation of the Trust or Fund may contain a disclaimer that the obligation may be only enforced against the assets of the Trust or Fund, but the omission of such disclaimer will not operate to bind or create personal liability for any shareholder or Trustee.
 
Each Declaration of Trust also provides for indemnification out of the property of the Fund of any shareholder held personally liable for the obligations of the Fund.  Each Declaration of Trust also provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Fund and satisfy any judgment thereon.  Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund itself would be unable to meet its obligations.  The Adviser believes that, in view of the above, the risk of personal liability to shareholders is immaterial and extremely remote.  Each Fund’s Declaration of Trust further provides that the Trustees will not be liable for errors of judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee against any liability to which he or she 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 or her office.  Each Fund may have an obligation to indemnify Trustees and officers with respect to litigation.
 
 
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APPENDIX A
TAX INFORMATION
 
The following is a general discussion of the federal tax law that applies to the First Investors Funds.  The discussions of the General Tax Treatment of Distributions and Dispositions of Shares, Taxation of the Funds in General, and Special Rules for Tax Exempt Funds  (see Sections C, D, and E below, respectively) are not applicable to Funds the shares of which you have purchased through an IRA, a 403(b) account, a 401(k) plan, a variable annuity contract, a variable life insurance policy, or other tax-deferred investment vehicle.  If you have purchased Fund shares through a variable annuity contract or a variable life insurance policy, you should also review the prospectus and statement of additional information (“SAI”) for that product for information concerning taxes.  If you have purchased shares of a Tax Exempt Fund (as defined below) (see “E.  Special Rules for Tax Exempt Funds” below), you should read the prospectus and SAI of that Fund for information concerning state and local tax considerations.
 
A.           Compliance with Subchapter M of the Code
 
Each Fund, which is treated as a separate corporation for federal tax purposes, has elected to be, and has qualified each taxable year for treatment as, a regulated investment company under Subchapter M of Chapter 1 Subtitle A of the Code (“RIC”).  To continue qualifying for treatment as a RIC, a Fund must meet the following requirements each taxable year:
 
(1) The Fund must distribute to its shareholders for each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income, the excess of net short-term capital gain over net long-term capital loss (“net short-term gain”), and net gains and losses from certain foreign currency transactions, all determined without regard to any deduction for dividends paid) (“Distribution Requirement”);
 
(2) The Fund must derive at least 90% of its gross income each taxable year from (a) dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of securities or foreign currencies, or other income (including gains from options, futures, or forward contracts) derived with respect to its business of investing in securities or those currencies and (b) net income from an interest in a “qualified publicly traded partnership” (“QPTP”) (“Income Requirement”); and
 
(3) At the close of each quarter of the Fund's taxable year, (a) at least 50% of the value of its total assets must be represented by cash and cash items, government securities, securities of other RICs, and other securities, with those other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund's total assets and that does not represent more than 10% of the issuer's outstanding voting securities (which, for these purposes, includes a QPTP’s equity securities) and (b) not more than 25% of the value of its total assets may be invested in (i) the securities (other than government securities or the securities of other RICs) of any one issuer, (ii) the securities (other than securities of other RICs) of two or more issuers the Fund controls that are determined to be engaged in the same, similar, or related trades or businesses, or (iii) the securities of one or more QPTPs (“Subchapter M Diversification Requirements”).
 
If a Fund qualifies for treatment as a RIC during a taxable year, it is relieved of federal income tax on the part of its investment company taxable income and net capital gain (the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.  If a Fund failed to qualify for that treatment for any taxable year, it would be taxed on the full amount of its taxable income for that year without being able to deduct the distributions it makes to its shareholders and the shareholders would treat all those distributions, including distributions that otherwise would be “exempt-interest dividends” (see “E. Special Rules for Tax-Exempt Funds” below) and distributions of net capital gain as dividends to the extent of the Fund’s earnings and profits, taxable as ordinary income (except that, for individual shareholders, the part thereof that is “qualified dividend income” would be subject to federal income tax at the rate for net capital gain -- a maximum of 15%); those dividends would be eligible for the dividends-received deduction available to corporations under certain circumstances.  In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying for RIC treatment.
 
B.           Compliance with Subchapter L of the Code
 
Each Fund that serves as an underlying funding vehicle for an insurance company separate account (i.e., each series of First Investors Life Series Funds) (each, a “Life Series Fund”) must also comply with the diversification requirements imposed on such accounts by section 817(h) of the Code and the regulations thereunder
 

II-A-1 
 
 
 
(collectively “Subchapter L”).  These requirements, which are in addition to the Subchapter M Diversification Requirements applicable to all Funds, place certain limitations on the assets of each separate account — and of each Life Series Fund, because Subchapter L treats the assets of a Life Series Fund as assets of the related separate account — that may be invested in securities of a single issuer or a small number of issuers.
 
Specifically, Subchapter L provides that, except as permitted by the “safe harbor” described below, as of the end of each calendar quarter (or within 30 days thereafter) no more than 55% of the value of a separate account's total assets may be represented by one investment, no more than 70% by any two investments, no more than 80% by any three investments, and no more than 90% by any four investments.  For this purpose, all securities of the same issuer are considered a single investment, and while each U.S. Government agency and instrumentality is considered a separate issuer, a particular foreign government and its agencies, instrumentalities, and political subdivisions are considered the same issuer.  Section 817(h) provides, as a safe harbor, that a separate account will be treated as being adequately diversified if the Subchapter M Diversification Requirements are satisfied and no more than 55% of the value of the account's total assets are cash and cash items, government securities, and securities of other RICs.
 
The failure of a Life Series Fund to satisfy the Subchapter L diversification requirements would result in taxation of First Investors Life Insurance Company and treatment of its contract holders and policy owners other than as described in the prospectuses of its separate accounts.  Specifically, the internal earnings within the contracts and policies could be immediately taxable rather than tax-deferred.
 
C.           General Tax Treatment of Distributions and Dispositions of Shares
 
Dividends a Fund distributes to its shareholders that are derived from dividends and taxable interest it receives on its investments, net short-term gain, and net gains from certain foreign currency transactions, if any, are taxable to its shareholders as ordinary income (except as noted below) to the extent of its earnings and profits, whether received in cash or reinvested in additional Fund shares.  Distributions from a Fund’s net capital gain are taxable to its shareholders as long-term capital gain, regardless of how long they have held their Fund shares and whether those distributions are received in cash or reinvested in additional Fund shares; distributions from a Fund that is a series of First Investors Equity Funds or First Investors Income Funds are subject to a 15% maximum federal income tax rate for individual shareholders to the extent the distributions are attributable to net capital gain the Fund recognizes on sales or exchanges of capital assets through its last taxable year beginning before January 1, 2013.  Dividends and other distributions also may be subject to state and local taxes.
 
A portion of the dividends from a Fund's investment company taxable income may be eligible for the 15% maximum federal income tax rate applicable to “qualified dividend income” that individuals receive through 2010 and the dividends-received deduction allowed to corporations.  The eligible portion may not exceed the aggregate dividends a Fund receives from most U.S. corporations and, for purposes of the 15% rate, certain foreign corporations.  In addition, the availability of that rate and the dividends-received deduction is subject to certain holding period, and other restrictions imposed on each Fund with respect to the shares it holds on which the dividends were paid and on each shareholder with respect to the Fund shares on which the Fund dividends were paid.  Dividends a corporate shareholder deducts pursuant to the dividends-received deduction are subject indirectly to the federal alternative minimum tax.
 
Dividends and other distributions a Fund declares in October, November, or December of any year that are payable to shareholders of record on a date in any of those months are deemed to have been paid by the Fund and received by the shareholders on December 31 of that year if the Fund pays the distributions during the following January.  Accordingly, those distributions will be taxed to shareholders for the year in which that December 31 falls.
 
Any capital gain an individual shareholder recognizes on a redemption or exchange through 2010 of his or her Fund shares that have been held for more than one year will qualify for the 15% maximum federal income tax rate referred to above.  If Fund shares are sold at a loss after being held for six months or less, any loss that is not disallowed (see “E. Special Rules for Tax Exempt Funds” below) will be treated as long-term, instead of short-term, capital loss to the extent of any capital gain distributions received on those shares.  A loss realized on a redemption or exchange of shares of a Fund will be disallowed to the extent those shares are replaced by other shares of the same Fund within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the shares (which could occur, for example, as a result of reinvesting Fund distributions).  In that event, the basis in the acquired shares will be adjusted to reflect the disallowed loss.
 
If you buy shares shortly before the record date of a dividend or other distribution, the entire amount you receive will be taxable even though a part of the distribution is actually a return of part of your purchase price.  This
 

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is called “buying a dividend”.  There is no advantage to buying a dividend because a Fund’s net asset value per  share is reduced by the amount of the distribution.
 
Each Fund must withhold and remit to the U.S. Treasury “backup withholding” at a current rate of 28% of dividends, capital gain distributions, and redemption proceeds (regardless of the extent to which a gain or loss may be realized) otherwise payable to any individual or certain other non-corporate shareholder who fails to certify that the taxpayer identification number furnished to the Fund is correct, who furnishes an incorrect number, or (except with respect to redemption proceeds) who is designated by the IRS as being subject to backup withholding.  Backup withholding does not constitute an additional tax and may be claimed as a credit on the shareholder’s federal income tax return.
 
The Code does not require regulated investment companies to issue a Form 1099-DIV to report taxable dividend and capital gain distributions of less than $10 per Fund account, unless the account is subject to IRS-imposed back-up withholding tax.
 
Dividends from a Fund’s investment company taxable income that are paid to a shareholder who is a non-resident alien individual or foreign entity (a “non-U.S. person”) generally are subject to 30% federal withholding tax unless a reduced rate of withholding or a withholding exemption is provided under an applicable treaty.  However, two categories of dividends, “short-term capital gain dividends” and “interest related dividends,” will be exempt from that tax.  “Short-term capital gain dividends” are dividends that are attributable to short-term capital gain, computed with certain adjustments.  “Interest related dividends” are dividends that are attributable to “qualified net interest income” (i.e., “qualified interest income,” which generally consists of certain OID, interest on obligations “in registered form,” and interest on deposits, less allocable deductions).  The exemption from withholding tax will apply to short-term capital gain dividends and interest related dividends a Fund pays to foreign investors, with certain exceptions, with respect to its taxable years beginning before January 1, 2012.  Non-U.S. persons are urged to consult their own tax advisers concerning the applicability of that withholding tax.
 
D.           Taxation of the Funds in General
 
Each Fund (other than the Life Series Funds) will be subject to a nondeductible 4% excise tax (“Excise Tax”) to the extent it fails to distribute by the end of any calendar year substantially all of its ordinary (taxable) income for that year and capital gain net income for the one-year period ending on October 31 of that year, plus certain other amounts.
 
Dividends and interest a Fund receives, and gains a Fund realizes, on foreign securities may be subject to income, withholding, or other taxes imposed by foreign countries and U.S. possessions (“foreign taxes”) that would reduce the total return on its securities.  Tax conventions between certain countries and the United States may reduce or eliminate foreign taxes, however, and many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors.
 
If more than 50% of the value of a Fund’s total assets at the close of any taxable year consists of securities of foreign corporations, it will be eligible to, and may, file an election with the IRS that would enable its shareholders, in effect, to benefit from any foreign tax credit or deduction available with respect to any foreign taxes it paid.  Pursuant to any such election, a Fund would treat those taxes as dividends paid to its shareholders and each shareholder (1) would be required to include in gross income, and treat as paid by the shareholder, the shareholder’s proportionate share of those taxes, (2) would be required to treat that share of those taxes and of any dividend the Fund paid that represents income from foreign or U.S. possessions sources (“foreign-source income”) as the shareholder’s own income from those sources, and (3) could either use the foregoing information in calculating the foreign tax credit against the shareholder’s federal income tax or, alternatively, deduct the taxes deemed paid by the shareholder in computing taxable income.  If a Fund takes this election, it will report to its shareholders shortly after each taxable year their respective shares of foreign taxes it paid and its foreign-source income.  Individuals who have no more than $300 ($600 for married persons filing jointly) of creditable foreign taxes included on Form 1099 and all of whose foreign-source income is “qualified passive income” may elect each year to be exempt from the extremely complicated foreign tax credit limitation and will be able to claim a foreign tax credit without having to file the detailed Form 1116 that otherwise is required.
 
If a Fund invests in the stock of a “passive foreign investment company” (“PFIC”), special tax rules apply.  A PFIC is any foreign corporation (with certain exceptions) that, in general, meets either of the following tests: (1) at least 75% of its gross income for the taxable year is passive or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income.  Under certain circumstances, a Fund that holds stock of
 

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a PFIC will be subject to federal income tax on a portion of any “excess distribution” it receives on the stock or of any gain on disposition of the stock (collectively “PFIC income”), plus interest thereon, even if the Fund distributes the PFIC income as a dividend to its shareholders.  The balance of the PFIC income will be included in the Fund's investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders.  Fund distributions attributable to PFIC income will not be eligible for the 15% maximum federal income tax rate on individuals’ “qualified dividend income” described above.
 
If a Fund invests in a PFIC and elects to treat the PFIC as a “qualified electing fund” (“QEF”), then in lieu of the foregoing tax and interest obligation, the Fund would be required to include in income each year its pro rata share of the QEF’s annual ordinary earnings and net capital gain – which it probably would have to distribute to satisfy the Distribution Requirement and, except in the case of a Life Series Fund, avoid imposition of the Excise Tax – even if the QEF did not distribute those earnings and gain to the Fund.  In most instances it will be very difficult, if not impossible, to make this election because of certain requirements thereof.
 
A Fund may elect to “mark-to-market” its stock in any PFIC.  “Marking-to-market,” in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market value of the PFIC's stock over a Fund’s adjusted basis in that stock as of the end of that year.  Pursuant to the election, a Fund also may deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Fund included in income for prior taxable years under the election (and under regulations proposed in 1992 that provided a similar election with respect to the stock of certain PFICs).  A Fund’s adjusted basis in each PFIC’s stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder.
 
If a Fund invests in non-municipal zero coupon or other securities issued with original issue discount (“OID”), the Fund must include in its gross income the portion of the OID that accrues on the securities during the taxable year, even if the Fund receives no corresponding payment on them during the year.  Similarly, each Fund must include in its gross income securities it receives as “interest” on pay-in-kind securities.  Because each Fund annually must distribute substantially all of its investment company taxable income, including any OID and other non-cash income, to satisfy the Distribution Requirement and, except in the case of a Life Series Fund, avoid imposition of the Excise Tax, a Fund may be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives.  Those distributions will be made from a Fund's cash assets or from the proceeds of sales of portfolio securities, if necessary.  A Fund may realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.
 
If a Fund uses hedging strategies, such as selling (writing) and purchasing options and futures contracts and entering into forward contracts, complex rules apply to determine for income tax purposes the amount, character, and timing of recognition of the gains and losses the Fund realizes in connection therewith.  Gains from the disposition of foreign currencies (except certain gains that may be excluded by future regulations), and gains from options, futures, and forward contracts a Fund derives with respect to its business of investing in securities or foreign currencies, are treated as qualifying income under the Income Requirement.
 
Some futures, foreign currency contracts, and “nonequity” options (i.e., certain listed options, such as those on a “broad-based” securities index) in which the Funds invest may be subject to section 1256 of the Code (“section 1256 contracts”).  Any section 1256 contract a Fund holds at the end of its taxable year generally must be “marked-to-market” (i.e., treated as having been sold at that time for its fair market value) for federal income tax purposes, with the result that unrealized gains or losses will be treated as though they were realized.  Sixty percent of any net gain or loss recognized on these deemed sales, and 60% of any net realized gain or loss from any actual sales of section 1256 contracts, will be treated as long-term capital gain or loss, and the balance will be treated as short-term capital gain or loss.  Section 1256 contracts also may be marked-to-market for purposes of the Excise Tax.  These rules may operate to increase the amount that a Fund must distribute to satisfy the Distribution Requirement (i.e., with respect to the portion treated as short-term capital gain, which will be included in investment company taxable income), which will be taxable to its shareholders as ordinary income, and to increase the net capital gain a Fund recognizes, without in either case increasing the cash available to it.  A Fund may elect not to have the foregoing rules apply to any “mixed straddle” (i.e., a straddle the Fund clearly identifies in accordance with applicable regulations, at least one (but not all) of the positions of which are section 1256 contracts), although doing so may have the effect of increasing the relative proportion of short-term capital gain (taxable as ordinary income) and thus increasing the amount of dividends it must distribute.
 

II-A-4 
 
 
 
Under Code section 988, gains or losses (1) from the disposition of foreign currencies, including forward contracts, (2) except in certain circumstances, from options and forward contracts on foreign currencies (and on financial instruments involving foreign currencies) and from notional principal contracts (e.g., swaps, caps, floors, and collars) involving payments denominated in foreign currencies, (3) on the disposition of each foreign-currency-denominated debt security that are attributable to fluctuations in the value of the foreign currency between the dates of acquisition and disposition of the security, and (4) that are attributable to exchange rate fluctuations between the time a Fund accrues interest, dividends, or other receivables or expenses or other liabilities denominated in a foreign currency and the time it actually collects the receivables or pays the liabilities, generally will be treated as ordinary income or loss.  These gains or losses will increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income, rather than affecting the amount of its net capital gain.  If a Fund’s section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to distribute any dividends, and any distributions made during that year before the losses were realized would be recharacterized as a return of capital to shareholders, rather than as a dividend, thereby reducing each shareholder’s basis in his or her Fund shares.
 
Offsetting positions a Fund may enter into or hold in any actively traded security, option, futures, or forward contract may constitute a “straddle” for federal income tax purposes.  Straddles are subject to certain rules that may affect the amount, character, and timing of recognition of a Fund’s gains and losses with respect to positions of the straddle by requiring, among other things, that (1) loss realized on disposition of one position of a straddle be deferred to the extent of any unrealized gain in an offsetting position until the latter position is disposed of, (2) the Fund’s holding period in certain straddle positions not begin until the straddle is terminated (possibly resulting in gain being treated as short-term rather than long-term capital gain), and (3) losses recognized with respect to certain straddle positions, that otherwise would constitute short-term capital losses, be treated as long-term capital losses.  Applicable regulations also provide certain “wash sale” rules, which apply to transactions where a position is sold at a loss and a new offsetting position is acquired within a prescribed period, and “short sale” rules applicable to straddles.  Different elections are available to a Fund, which may mitigate the effects of the straddle rules, particularly with respect to mixed straddles.
 
If a call option written by a Fund lapses (i.e., terminates without being exercised), the amount of the premium it received for the option will be short-term capital gain.  If a Fund enters into a closing purchase transaction with respect to a written call option, it will have a short-term capital gain or loss based on the difference between the premium it received for the option it wrote and the premium it pays for the option it buys.  If such an option is exercised and a Fund thus sells the securities or futures contract subject to the option, the premium it received will be added to the exercise price to determine the gain or loss on the sale.  If a Fund allows a call option to lapse, it will realize a capital loss.  If a Fund exercises a purchased call option, the premium it paid for the option will be added to its basis in the subject securities or futures contract.
 
If a Fund has an “appreciated financial position” – generally, an interest (including an interest through an option, futures or forward contract, or short sale) with respect to any stock, debt instrument (other than “straight debt”), or partnership interest the fair market value of which exceeds its adjusted basis – and enters into a “constructive sale” of the position, the Fund will be treated as having made an actual sale thereof, with the result that it will recognize gain at that time.  A constructive sale generally consists of a short sale, an offsetting notional principal contract, or a futures or forward contract a Fund or a related person enters into with respect to the same or substantially identical property.  In addition, if the appreciated financial position is itself a short sale or such a contract, acquisition of the underlying property or substantially identical property will be deemed a constructive sale.  The foregoing will not apply, however, to any transaction of a Fund during any taxable year that otherwise would be treated as a constructive sale if the transaction is closed within 30 days after the end of that year and the Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is the Fund’s risk of loss regarding that position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell, being contractually obliged to sell, making a short sale, or granting an option to buy substantially identical stock or securities).
 
E.           Special Rules for Tax Exempt Funds
 
Special rules apply to the dividends paid by the Funds that invest primarily in tax-exempt municipal securities (“Tax Exempt Funds”).
 
The portion of the dividends a Tax Exempt Fund pays equal to the excess of its excludable interest over certain amounts disallowed as deductions (thus excluding distributions of capital gains) will qualify as “exempt-interest dividends” and thus will be excludable from gross income for federal income tax purposes by its
 

II-A-5 
 
 

shareholders, if the Fund satisfies the requirement that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of securities the interest on which is excludable from gross income under section 103(a) of the Code; each Tax-Exempt Fund intends to continue to satisfy this requirement.  The aggregate dividends excludable from a Fund’s shareholders’ gross income may not exceed its net tax-exempt income.  Shareholders' treatment of exempt-interest dividends under state and local income tax laws may differ from the treatment thereof under the Code.  Investors should read the Tax Exempt Funds’ prospectus and SAI and consult their tax advisers concerning this matter.
 
If shares of a Tax Exempt Fund are sold at a loss after being held for six months or less, the loss will be disallowed to the extent of any exempt-interest dividends received on those shares.
 
Except as noted in the following sentence, (1) tax-exempt interest paid on certain private activity bonds (“PABs”) (including, to the extent a Tax Exempt Fund receives such interest, a proportionate part of the exempt-interest dividends it pays) is a tax preference item for purposes of the federal alternative minimum tax (“AMT”) and (2) interest on all tax exempt obligations is included in a corporation’s “adjusted current earnings” for AMT purposes (“ACE”), without regard to whether a Tax Exempt Fund’s tax exempt interest is attributable to PABs.  Pursuant to the American Recovery and Reinvestment Tax Act of 2009, interest on PABs will not be a tax preference item or be included in a corporation’s ACE with respect to bonds issued during 2009 and 2010, including refunding bonds issued during that period to refund bonds issued after 2003 and before 2009.  Entities or other persons who are “substantial users” (or persons related to “substantial users”) of facilities financed by PABs should consult their tax advisers before purchasing shares of a Tax Exempt Fund because, for users of certain of these facilities, the interest on PABs is not exempt from federal income tax.  For these purposes, the term “substantial user” is defined generally to include a “non-exempt person” who regularly uses in a trade or business a part of a facility financed from the proceeds of PABs.
 
Up to 85% of social security and certain railroad retirement benefits may be included in taxable income for a taxable year for recipients whose modified adjusted gross income (which includes exempt-interest dividends) plus 50% of their benefits for the year exceeds certain base amounts. Exempt-interest dividends from a Tax Exempt Fund still are tax-exempt to the extent described above; they are only included in the calculation of whether a recipient's income exceeds the established amounts. Interest on indebtedness incurred or continued by a shareholder to purchase or carry Tax Exempt Fund shares is not deductible for federal income tax purposes.
 
A Tax Exempt Fund may invest in municipal bonds that are purchased, generally not on their original issue, with “market discount” (that is, at a price less than the principal amount of the bond or, in the case of a bond that was issued with OID, a price less than the amount of the issue price plus accrued OID) (“municipal market discount bonds”).  Market discount on such a bond that is less than the product of (1) 0.25% of the bond’s redemption price at maturity times (2) the number of complete years to maturity after the Fund acquired the bond is disregarded.   Market discount on a bond generally is accrued ratably, on a daily basis, over the period from the acquisition date thereof to the date of its maturity.  Any gain on the disposition of a municipal market discount bond (other than a bond with a fixed maturity date within one year from its issuance) generally is treated as ordinary (taxable) income, rather than capital gain, to the extent of the bond's accrued market discount at the time of disposition.  In lieu of treating the disposition gain as above, a Tax Exempt Fund may elect to include market discount in its gross income currently, for each taxable year to which it is attributable.
 
If a Tax Exempt Fund realizes capital gain as a result of market transactions, any distributions of that gain will be taxable to its shareholders.  There also may be collateral federal income tax consequences regarding the receipt of exempt-interest dividends by shareholders such as S corporations, financial institutions, and property and casualty insurance companies.  A shareholder falling into any such category should consult its tax adviser concerning its investment in shares of a Tax Exempt Fund.
 
II-A-6
 EX-99.17B 6 exhibit99-17b.htm ANNUAL REPORT TO SHAREHOLDERS a_equityshareholder.htm
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549 
-------- 
 
FORM N-CSR 
-------- 
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT 
INVESTMENT COMPANIES 
 
INVESTMENT COMPANY ACT FILE NUMBER 811-6618 
 
FIRST INVESTORS EQUITY FUNDS 
(Exact name of registrant as specified in charter) 
 
110 Wall Street 
New York, NY 10005 
(Address of principal executive offices) (Zip code) 
 
Joseph I. Benedek 
First Investors Management Company, Inc. 
Raritan Plaza I 
Edison, NJ 08837-3620 
(Name and address of agent for service) 
 
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 
1-212-858-8000 
 
DATE OF FISCAL YEAR END: SEPTEMBER 30, 2010 
 
DATE OF REPORTING PERIOD: SEPTEMBER 30, 2010 

 


Item 1. Reports to Stockholders 
 
The annual report to stockholders follows 

 




FOREWORD

 

This report is for the information of the shareholders of the Funds. It is the Funds’ practice to mail only one copy of their annual and semi-annual reports to all family members who reside at the same address and share the same last name. Additional copies of the reports will be mailed if requested by any shareholder in writing or by calling 1-800-423-4026. The Funds will ensure that separate reports are sent to any shareholder who subsequently changes his or her mailing address.

The views expressed in the portfolio manager letters reflect those views of the portfolio managers only through the end of the period covered. Any such views are subject to change at any time based upon market or other conditions and we disclaim any responsibility to update such views. These views may not be relied on as investment advice.

You may obtain a free prospectus for any of the Funds by contacting your representative, calling 1-800-423-4026, writing to us at the following address: First Investors Corporation, 110 Wall Street, New York, NY 10005, or by visiting our website at www.firstinvestors.com. You should consider the investment objectives, risks, charges and expenses of a Fund carefully before investing. The prospectus contains this and other information about the Fund, and should be read carefully before investing.

An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the Cash Management Fund seeks to preserve a net asset value at $1.00 per share, it is possible to lose money by investing in it, just as it is possible to lose money by investing in any of the other Funds. Past performance is no guarantee of future results.

A Statement of Additional Information (“SAI”) for any of the Funds may also be obtained, without charge, upon request by calling 1-800-423-4026, writing to us at our address or by visiting our website listed above. The SAI contains more detailed information about the Funds, including information about its Trustees.


Portfolio Manager’s Letter
CASH MANAGEMENT FUND

Dear Investor:

This is the annual report for the First Investors Cash Management Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 0.0% for Class A shares and 0.0% for Class B shares. The Fund maintained a $1.00 net asset value per share for each class of shares throughout the year.

While the financial markets showed signs of recovery during the review period, the Federal Reserve (the “Fed”) kept short-term interest rates at record lows, near zero, through the entire reporting period. This effectively determined the Fund’s zero return.

Indeed, First Investors Management Company, Inc. (“FIMCO”), the investment adviser for the Fund, had to waive all of its management fees for the Fund, as well as assume a significant amount of the Fund’s expenses, to avoid a negative yield to the Fund’s shareholders. FIMCO expects the situation to continue and consequently, the yield to shareholders should be at or near zero for the foreseeable future.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.


  1 

 


Understanding Your Fund’s Expenses (unaudited)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

As a mutual fund shareholder, you incur two types of costs: (1) transaction costs, including a sales charge (load) on purchase payments (on Class A shares only), a contingent deferred sales charge on redemptions (on Class B shares only); and (2) ongoing costs, including advisory fees; distribution and service fees (12b-1); and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 in each Fund at the beginning of the period, April 1, 2010, and held for the entire six-month period ended September 30, 2010. The calculations assume that no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

Actual Expenses Example:

These amounts help you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To estimate the expenses you paid on your account during this period, simply divide your ending account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period”.

Hypothetical Expenses Example:

These amounts provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for Class A and Class B shares, and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare your ongoing costs only and do not reflect any transaction costs, such as front-end or contingent deferred sales charges (loads). Therefore, the hypothetical expenses example is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

2

 


Fund Expenses (unaudited)
CASH MANAGEMENT FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,000.00 $1.25
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,023.82 $1.27
 
Expense Example – Class B Shares      
Actual $1,000.00 $1,000.00 $1.25
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,023.82 $1.27

 

* Expenses are equal to the annualized expense ratio of .25% for Class A shares and .25% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Expenses paid during the period are net of expenses waived or assumed.

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total value of investments.

  3

 


Portfolio of Investments
CASH MANAGEMENT FUND
September 30, 2010

 
Principal   Interest    
Amount     Security Rate *  Value
 
  U.S. GOVERNMENT AGENCY      
  OBLIGATIONS—38.3%      
  Fannie Mae:      
$ 8,500 M 10/4/10 0.17 % $ 8,499,879
5,325 M 11/10/10 0.20   5,323,816
3,700 M 11/22/10 0.18   3,699,064
3,049 M 12/1/10 0.17   3,048,122
3,000 M 12/1/10 0.18   2,999,110
10,000 M 12/22/10 0.18   9,996,014
5,000 M 12/30/10 0.17   4,997,875
  Federal Home Loan Bank:      
3,000 M 10/15/10 0.18   2,999,790
1,000 M 10/22/10 0.16   999,907
2,753 M 10/29/10 0.17   2,752,636
2,500 M 12/1/10 0.19   2,499,216
4,200 M    Freddie Mac, 11/29/10   0.18   4,198,761
 
Total Value of U.S. Government Agency Obligations (cost $52,014,190)   52,014,190
 
  CORPORATE NOTES—24.0%      
1,500 M Abbott Laboratories, 5/15/11 0.69   1,545,518
  Coca-Cola Co.:      
1,500 M

10/25/10 (a)

 0.25   1,499,750
3,000 M 1/19/11 (a) 0.22   2,997,983
2,900 M General Electric Capital Corp., 2/1/11 0.73   2,943,071
1,000 M Johnson & Johnson, 2/10/11 (a) 0.25   999,084
3,000 M Medtronic, Inc., 12/1/10 (a) 0.21   2,998,932
5,000 M Merck & Co., Inc., 10/21/10 (a) 0.21   4,999,417
5,000 M PepsiCo, Inc., 10/26/10 (a) 0.18   4,999,375
4,600 M Procter & Gamble International Finance, 11/3/10 (a) 0.26   4,598,903
5,000 M    Walmart Stores, Inc., 10/19/10 (a)   0.21   4,999,475
 
Total Value of Corporate Notes (cost $32,581,508)       32,581,508

 

4

 


  
Principal     Interest  
Amount     Security     Rate * Value
 
  VARIABLE AND FLOATING RATE NOTES—17.1%  
$ 5,000 M Federal Farm Credit Bank, 9/20/11   0.24 % $ 5,000,000
5,700 M Mississippi Business Finance Corp.      
  (Chevron USA, Inc.), 12/1/30   0.25 5,700,000
3,925 M Monongallia Health Systems, 7/1/40 (LOC: JP Morgan) 0.32 3,925,000
2,830 M University of Oklahoma Hospital Rev. Series “B”    
 

8/15/21(LOC: Bank of Americ12.a)

   0.35 2,830,000
5,835 M Valdez, Alaska Marine Terminal Rev.      
      (Exxon Pipeline Co., Project B), 12/1/33       0.23   5,835,000
 
Total Value of Variable and Floating Rate Notes (cost $23,290,000)           23,290,000
 
  CERTIFICATES OF DEPOSIT—3.7%      
5,000 M   Citibank, NA, 12/3/10 (cost $5,000,000)       0.26   5,000,000
 
  U.S. GOVERNMENT FDIC GUARANTEED    
  DEBT—2.9%      
3,950 M   Morgan Stanley, 12/1/10 (cost $3,967,042)       0.30   3,967,042
 
  BANKERS’ ACCEPTANCES—1.5%      
2,037 M   Bank of America, NA, 11/17/10 (cost $2,035,322)     0.63   2,035,322
 
  SHORT-TERM U.S. GOVERNMENT      
  OBLIGATIONS—10.0%      
  U.S. Treasury Bills:      
6,600 M 12/9/10   0.14 6,598,229
7,000 M   12/16/10       0.16   6,997,694
 
Total Value of Short-Term U.S. Government Obligations (cost $13,595,923)   13,595,923
 
Total Value of Investments (cost $132,483,985)** 97.5 %   132,483,985
Other Assets, Less Liabilities 2.5          3,358,161
 
Net Assets        100.0 %         $135,842,146

 

  5

 


Portfolio of Investments (continued))
CASH MANAGEMENT FUND
September 30, 2010

* The interest rates shown are the effective rates at the time of purchase by the Fund. The interest rates shown on floating rate notes are adjusted periodically; the rates shown are the rates in effect at September 30, 2010.

** Aggregate cost for federal income tax purposes is the same.

(a) Security exempt from registration under Section 4(2) of the Securities Act of 1933 (see Note 4).

Summary of Abbreviations:
LOC Letters of Credit

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
    Level 1 Significant   Significant  
    Quoted Observable Unobservable  
    Prices Inputs   Inputs Total
U.S. Government Agency            
Obligations $ — $  52,014,190 $ — $  52,014,190
Corporate Notes   — 32,581,508   — 32,581,508
Variable and Floating Rate Notes:            
Corporate Notes   — 18,290,000   — 18,290,000
U.S. Government Agency            
Obligations   — 5,000,000   — 5,000,000
Certificates of Deposit   — 5,000,000   — 5,000,000
U.S. Government FDIC            
Guaranteed Debt   — 3,967,042   — 3,967,042
Bankers’ Acceptances   — 2,035,322   — 2,035,322
Short-Term U.S. Government    
Obligations   —   13,595,923   —   13,595,923
Total Investments in Securities $ — $ 132,483,985 $ — $ 132,483,985

 

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

6 See notes to financial statements

 


Portfolio Manager’s Letter
GOVERNMENT FUND

Dear Investor:

This is the annual report for the First Investors Government Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 5.4% for Class A shares and 4.7% for Class B shares, including dividends of 43.5 cents per share on Class A shares and 35.9 cents per share on Class B shares.

The Fund invests primarily in Ginnie Maes, which are mortgage-backed bonds issued by the Government National Mortgage Association (GNMA). These bonds are backed by the full faith and credit of the U.S. government and have the highest possible credit rating (AAA).

The review period began with the economy growing at a 5% rate, the best quarter of what has become a disappointing recovery from the Great Recession of 2008-2009. By the second quarter of 2010, growth had slowed to an anemic 1.7% rate, and the unemployment rate had stalled at an uncomfortably high 9.6%. With below trend growth and high unemployment, investors began to worry about the possibility of deflation, as the Consumer Price Index (excluding the volatile food and energy components) was up only 0.9% for the twelve months ending in August, the smallest increase in over 40 years.

With this economic background, the Federal Reserve remained focused on stimulating the economy by keeping interest rates at historically low levels. Consequently, the two-year U.S. Treasury note yield fell to an all-time low, ending the review period at 0.4%. Longer term interest rates also fell, with the ten-year Treasury note yield dropping to 2.5%, a level only seen during the past 40 years in late 2008 when Lehman Brothers failed. The mortgage-backed market generally benefited from falling interest rates until the last two months of the review period, when fear of an increase in prepayments on mortgages due to record low mortgage rates caused the sector to underperform relative to other fixed income investments.

Because of the decline in interest rates, the Fund’s underweight in lower coupon mortgage-backed bonds (which are more sensitive to changes in interest rates) detracted from performance. The Fund’s holdings of mortgage-backed bonds backed by Fannie Mae and Freddie Mac (approximately 14% of assets) also negatively impacted performance. These holdings underperformed GNMA mortgage-backed bonds due to higher prepayments and investor preference for the government guarantee on GNMAs. Lastly, although the Fund held very low cash balances during the review period, even a small amount of cash affected performance because of the extremely low interest rates available on money market investments.

  7

 


Portfolio Manager’s Letter (continued)
GOVERNMENT FUND

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.

Sincerely,


8 

 


Fund Expenses (unaudited)
GOVERNMENT FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,032.58 $5.76
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,019.40 $5.72
Expense Example – Class B Shares      
Actual $1,000.00 $1,029.20 $9.31
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.89 $9.25

 

* Expenses are equal to the annualized expense ratio of 1.13% for Class A shares and 1.83% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total value of investments.

  9

 


Cumulative Performance Information (unaudited)
GOVERNMENT FUND

Comparison of change in value of $10,000 investment in the First Investors Government Fund (Class A shares) and the Bank of America (“BofA”) Merrill Lynch GNMA Master Index.


The graph compares a $10,000 investment in the First Investors Government Fund (Class A shares) beginning 9/30/00 with a theoretical investment in the BofA Merrill Lynch GNMA Master Index (the “Index”). The Index is a market capitalization-weighted index of securities backed by mortgage pools of the Government National Mortgage Association (GNMA). It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been (.75%), 3.96% and 4.26%, respectively, and the S.E.C. 30-Day Yield for September 2010 would have been 3.04%. The Class B “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been .59%, 4.11% and 4.25%, respectively, and the S.E.C. 30-Day Yield for September 2010 would have been 2.54%. Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Bank of America Merrill Lynch & Co. and all other figures are from First Investors Management Company, Inc.

10

 


Portfolio of Investments
GOVERNMENT FUND
September 30, 2010

 
Principal      
Amount     Security       Value
 
  RESIDENTIAL MORTGAGE-BACKED  
  SECURITIES—99.5%    
  Fannie Mae—13.6%    
$ 9,905 M 5%, 8/1/2039 – 12/1/2039   $ 10,435,144
23,107 M 5.5%, 7/1/2033 – 10/1/2039   24,694,383
9,744 M   6%, 11/1/2033 – 7/1/2039       10,520,413
 
              45,649,940
 
  Government National Mortgage Association I  
  Program—85.9%    
43,537 M 4.5%, 6/15/2039 – 9/15/2040   45,903,420
112,849 M 5%, 4/15/2033 – 6/15/2040   120,522,266
54,501 M 5.5%, 3/15/2033 – 10/15/2039   58,923,163
41,604 M 6%, 3/15/2031 – 4/15/2040   45,520,572
12,690 M 6.5%, 10/15/2028 – 3/15/2038   14,267,829
3,689 M   7%, 1/15/2030 – 4/15/2034       4,251,039
 
              289,388,289
 
Total Value of Residential Mortgage-Backed Securities (cost $322,876,836)     335,038,229
 
  SHORT-TERM INVESTMENTS—.3%    
  Money Market Fund    
1,100 M   First Investors Cash Reserve Fund, .22% (cost $1,100,000)*     1,100,000
 
Total Value of Investments (cost $323,976,836) 99.8 % 336,138,229
Other Assets, Less Liabilities .2      700,584
 
Net Assets       100.0 %   $336,838,813

 

  11

 


Portfolio of Investments (continued))
GOVERNMENT FUND
September 30, 2010

* Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
    Level 1 Significant   Significant  
    Quoted Observable Unobservable  
    Prices   Inputs   Inputs   Total
Residential Mortgage-Backed            
Securities $ — $ 335,038,229 $ — $ 335,038,229
Money Market Fund   1,100,000   —   —   1,100,000
Total Investments in Securities $ 1,100,000   $335,038,229 $ — $  336,138,229

 

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

12 See notes to financial statements

 


Portfolio Managers’ Letter
INVESTMENT GRADE FUND

Dear Investor:

This is the annual report for the First Investors Investment Grade Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 13.1% for Class A shares and 12.2% for Class B shares, including dividends of 45.1 cents per share on Class A shares and 38.7 cents per share on Class B shares.

The review period began with increased optimism for a continued global economic recovery and confidence in the credit markets. However, over the next several months the positive tone was somewhat offset by certain systemic concerns. Weak economic data pointed toward a slower than expected economic recovery. In addition, concern about rising Eurozone deficits and debt levels led to downgrades of European government debt and increased market scrutiny on sovereign risk. Benchmark U.S. Treasury yields moved much lower during the review period as investors flocked to Treasuries for their relative safety. By the end of the review period, some of the sovereign risk concerns were alleviated by the results of the European bank stress test and the financial markets were supported by strong earnings reports. For the corporate bond market, spreads remained range bound during the review period. Sentiments shifted from concerns regarding event risk and regulatory reform risk to confidence in the increased financial strength of corporate issuers. By the end of the review period, the corporate bond market had registered very strong 12-month returns, led by falling interest rates.

The Fund had strong double-digit returns over the period. The majority of the Fund’s assets were invested in investment grade corporate bonds. The Fund increased its corporate bond holdings to over 95% of assets during the review period. In addition, the Fund had a substantial overweight in BBB-rated corporate bonds, which had the highest returns among all investment grade rating classes. Furthermore, the Fund had limited exposure to corporate names associated with the European debt crisis. An additional factor that enhanced performance was the Fund’s underweight in corporate bonds with maturities between one and three years. Shorter maturity bonds had the lowest returns during the review period as falling two-year U.S. Treasury yields reached all-time lows. The Fund’s holdings in high-yield corporate bonds were less than 5% of assets throughout the period.

  13

 


Portfolio Managers’ Letter (continued)
INVESTMENT GRADE FUND

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.


14 

 


Fund Expenses (unaudited)
INVESTMENT GRADE FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,083.12 $5.85
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,019.45 $5.67
 
Expense Example – Class B Shares      
Actual $1,000.00 $1,079.53 $9.49
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.95 $9.20

 

* Expenses are equal to the annualized expense ratio of 1.12% for Class A shares and 1.82% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total value of investments.

  15

 


Cumulative Performance Information (unaudited)
INVESTMENT GRADE FUND

Comparison of change in value of $10,000 investment in the First Investors Investment Grade Fund (Class A shares) and the Bank of America (“BofA”) Merrill Lynch U.S. Corporate Master Index.


The graph compares a $10,000 investment in the First Investors Investment Grade Fund (Class A shares) beginning 9/30/00 with a theoretical investment in the BofA Merrill Lynch U.S. Corporate Master Index (the “Index”). The Index tracks the performance of U.S. dollar-denominated investment grade Corporate public debt issued in the U.S. domestic bond market. Qualifying bonds must have at least one year remaining term to maturity, a fixed coupon schedule and a minimum amount outstanding of $150 million. Bonds must be rated investment grade based on a composite of Moody’s and S&P. It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 6.42%, 3.97% and 5.03%, respectively, and the S.E.C. 30-Day Yield for September 2010 would have been 2.66%. The Class B “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 8.08%, 4.13% and 5.04%, respectively, and the S.E.C. 30-Day Yield for September 2010 would have been 2.14%. Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Bank of America Merrill Lynch & Co. and all other figures are from First Investors Management Company, Inc.

16

 


Portfolio of Investments
INVESTMENT GRADE FUND
September 30, 2010

 
Principal      
Amount     Security   Value
 
  CORPORATE BONDS—96.8%    
  Aerospace/Defense—1.5%    
$ 1,800 M BAE Systems Holdings, Inc., 4.95%, 2014 (a) $ 1,988,010
4,000 M      Lockheed Martin Corp., 4.25%, 2019   4,368,808
 
          6,356,818
 
  Agriculture—1.3%    
2,725 M Cargill, Inc., 6%, 2017 (a)   3,226,397
1,900 M   Potash Corp. of Saskatchewan, Inc., 4.875%, 2020   2,023,671
 
            5,250,068
 
  Automotive—1.1%    
4,000 M   Daimler Chrysler NA, LLC, 6.5%, 2013   4,578,580
 
  Chemicals—.9%    
3,000 M   Chevron Phillips Chemicals Co., LLC, 8.25%, 2019 (a)   3,803,037
 
  Consumer Durables—2.0%    
2,100 M Black & Decker Corp., 5.75%, 2016   2,432,653
  Newell Rubbermaid, Inc.:    
1,600 M 6.75%, 2012   1,713,029
1,900 M 4.7%, 2020   1,993,168
2,400 M   Stanley Black & Decker, Inc., 5.2%, 2040   2,412,617
 
          8,551,467
 
  Energy—13.2%    
3,900 M Canadian Oil Sands, Ltd., 7.75%, 2019 (a)   4,846,179
4,800 M DCP Midstream, LLC, 9.75%, 2019 (a)   6,397,061
1,800 M Energy Transfer Partners, LP, 8.5%, 2014   2,138,834
850 M Kinder Morgan Finance Co., 5.35%, 2011   864,875
1,275 M Marathon Oil Corp., 7.5%, 2019   1,635,291
3,842 M Maritime & Northeast Pipeline, LLC, 7.5%, 2014 (a)   4,197,394
4,000 M Nabors Industries, Inc., 6.15%, 2018   4,458,576
  Nexen, Inc.:    
2,000 M 5.05%, 2013   2,179,852
4,000 M 6.4%, 2037   4,373,260
2,000 M Northern Border Partners, LP, 7.1%, 2011   2,050,860
900 M Plains All American Pipeline, LP, 8.75%, 2019   1,144,105
5,800 M Spectra Energy Capital, LLC, 6.2%, 2018   6,793,412
4,400 M Suncor Energy, Inc., 6.85%, 2039   5,292,844
2,700 M   Valero Energy Corp., 9.375%, 2019   3,453,373

 

  17

 


Portfolio of Investments (continued)
INVESTMENT GRADE FUND
September 30, 2010

 
 
Principal    
Amount     Security Value
 
  Energy (continued)  
  Weatherford International, Inc., 6.35%, 2017  
$ 4,000 M 6.35%, 2017 $ 4,489,548
1,000 M   5.125%, 2020 1,024,264
 
        55,339,728
 
  Financial Services—11.2%  
6,000 M American Express Co., 7%, 2018 7,237,110
5,040 M Amvescap, PLC, 5.375%, 2013 5,377,272
4,000 M BlackRock, Inc., 5%, 2019 4,417,664
3,260 M CoBank, ACB, 7.875%, 2018 (a) 3,789,091
1,800 M Compass Bank, 6.4%, 2017 1,909,258
  ERAC USA Finance Co.:  
1,170 M 8%, 2011 (a) 1,192,154
2,200 M 6.375%, 2017 (a) 2,561,293
4,000 M General Electric Capital Corp., 5.625%, 2017 4,474,916
  Harley-Davidson Funding Corp.:  
1,800 M 5.75%, 2014 (a) 1,921,700
2,100 M 6.8%, 2018 (a) 2,286,753
2,000 M MetLife, Inc., 4.75%, 2021 2,126,162
4,000 M Protective Life Corp., 7.375%, 2019 4,510,188
4,600 M   Prudential Financial Corp., 4.75%, 2015 4,980,264
 
        46,783,825
 
  Financials—16.9%  
1,900 M Bank of America Corp., 5.65%, 2018 2,016,166
5,400 M Barclays Bank, PLC, 5.125%, 2020 5,849,058
1,500 M Bear Stearns Cos., Inc., 7.25%, 2018 1,829,883
  Citigroup, Inc.:  
5,200 M 6.375%, 2014 5,779,446
4,400 M 6.125%, 2017 4,813,327
  Goldman Sachs Group, Inc.:  
3,400 M 6.15%, 2018 3,777,036
1,600 M 6.45%, 2036 1,609,731
2,750 M 6.75%, 2037 2,867,450
5,000 M JPMorgan Chase & Co., 6%, 2018 5,718,455
7,600 M Merrill Lynch & Co., Inc., 5%, 2015 8,101,592
  Morgan Stanley:  
5,800 M 5.95%, 2017 6,239,414
5,000 M 6.625%, 2018 5,551,545
5,000 M   SunTrust Banks, Inc., 6%, 2017 5,423,080

 

18

 


  
Principal    
Amount     Security Value
 
  Financials (continued)  
  UBS AG:  
$ 2,200 M 5.875%, 2017 $ 2,492,976
4,000 M 4.875%, 2020 4,225,940
4,000 M   Wells Fargo & Co., 5.625%, 2017 4,562,780
 
        70,857,879
 
  Food/Beverage/Tobacco—8.9%  
4,600 M Altria Group, Inc., 9.7%, 2018 6,235,944
5,000 M Anheuser-Busch InBev Worldwide, Inc., 5.375%, 2020 5,654,430
2,700 M Bottling Group, LLC, 5.125%, 2019 3,103,804
1,980 M Bunge Limited Finance Corp., 5.35%, 2014 2,115,454
4,500 M Corn Products International, Inc., 4.625%, 2020 4,612,554
4,000 M Dr. Pepper Snapple Group, Inc., 6.82%, 2018 4,956,560
5,000 M Lorillard Tobacco Co., 6.875%, 2020 5,297,905
4,600 M   Philip Morris International, Inc., 5.65%, 2018 5,394,218
 
        37,370,869
 
  Forest Products/Container—.7%  
2,200 M   International Paper Co., 9.375%, 2019 2,858,511
 
  Health Care—3.5%  
5,300 M Biogen IDEC, Inc., 6.875%, 2018 6,228,433
2,400 M Novartis, 5.125%, 2019 2,760,264
1,000 M Pfizer, Inc., 6.2%, 2019 1,233,349
1,000 M Roche Holdings, Inc., 6%, 2019 (a) 1,213,525
3,000 M   Watson Pharmaceuticals, Inc., 5%, 2014 3,271,245
 
        14,706,816
 
  Information Technology—2.7%  
3,000 M Adobe Systems, Inc., 4.75%, 2020 3,235,260
3,000 M Dell, Inc., 5.875%, 2019 3,487,209
3,208 M Dun & Bradstreet Corp., 6%, 2013 3,521,688
900 M   Pitney Bowes, Inc., 5%, 2015 972,996
 
        11,217,153

 

  19

 


Portfolio of Investments (continued)
INVESTMENT GRADE FUND
September 30, 2010

  
Principal    
Amount      Security Value
 
  Manufacturing—3.1%  
$ 1,750 M Briggs & Stratton Corp., 8.875%, 2011 $ 1,811,250
2,700 M General Electric Co., 5.25%, 2017 3,043,445
2,100 M Ingersoll-Rand Global Holdings Co., 6.875%, 2018 2,553,965
3,200 M Johnson Controls, Inc., 5%, 2020 3,523,520
1,725 M   Tyco Electronics Group SA, 6.55%, 2017 2,020,458
 
        12,952,638
 
  Media-Broadcasting—6.0%  
3,950 M British Sky Broadcasting Group, PLC, 9.5%, 2018 (a) 5,401,708
4,000 M Comcast Corp., 5.15%, 2020 4,379,820
  Cox Communications, Inc.:  
2,000 M 4.625%, 2013 2,158,692
3,100 M 8.375%, 2039 (a) 4,174,950
4,000 M DirecTV Holdings, LLC, 7.625%, 2016 4,465,140
3,700 M   Time Warner Cable, Inc., 6.75%, 2018 4,419,594
 
        24,999,904
 
  Media-Diversified—2.2%  
  McGraw-Hill Cos., Inc.:  
1,800 M 5.9%, 2017 2,036,223
2,300 M 6.55%, 2037 2,661,415
4,000 M   News America, Inc., 5.3%, 2014 4,518,656
 
         9,216,294
 
  Metals/Mining—6.1%  
4,000 M Alcoa, Inc., 6.15%, 2020 4,120,160
4,000 M AngloGold Ashanti Holdings, PLC, 5.375%, 2020 4,239,448
4,000 M ArcelorMittal, 6.125%, 2018 4,332,712
3,800 M Newmont Mining Corp., 5.125%, 2019 4,258,687
2,595 M Rio Tinto Finance USA, Ltd., 6.5%, 2018 3,134,262
  Vale Overseas, Ltd.:  
4,000 M 5.625%, 2019 4,429,664
900 M   4.625%, 2020 934,055
 
        25,448,988

 

20

 


 
Principal    
Amount     Security Value
 
  Real Estate Investment Trusts—3.2%  
$ 4,000 M Boston Properties, LP, 5.875%, 2019 $ 4,477,156
4,000 M ProLogis, 7.625%, 2014 4,326,484
4,000 M   Simon Property Group, LP, 5.75%, 2015 4,560,088
 
        13,363,728
 
  Retail-General Merchandise—1.0%  
4,000 M   Home Depot, Inc., 5.875%, 2036 4,278,996
 
  Telecommunications—3.8%  
4,000 M AT&T, Inc., 5.8%, 2019 4,776,272
4,000 M Deutsche Telekom Intl. Finance BV, 5.875%, 2013 4,470,984
3,300 M GTE Corp., 6.84%, 2018 3,917,651
2,400 M   Verizon Wireless Capital, LLC, 5.55%, 2014 2,716,140
 
        15,881,047
 
  Transportation—1.1%  
4,000 M   GATX Corp., 8.75%, 2014 4,728,312
 
  Utilities—5.6%  
4,000 M E. ON International Finance BV, 5.8%, 2018 (a) 4,740,788
  Electricite de France SA:  
1,900 M 6.5%, 2019 (a) 2,324,321
2,100 M 6.95%, 2039 (a) 2,750,112
1,193 M Entergy Gulf States, Inc., 5.25%, 2015 1,194,905
4,000 M Exelon Generation Co., LLC, 6.2%, 2017 4,696,380
714 M Great River Energy Co., 5.829%, 2017 (a) 802,314
3,000 M Ohio Power Co., 5.375%, 2021 3,429,345
2,561 M   Sempra Energy, 9.8%, 2019 3,575,981
 
        23,514,146
 
  Waste Management—.8%  
3,300 M   Allied Waste NA, Inc., 7.125%, 2016 3,539,220
 
Total Value of Corporate Bonds (cost $365,391,377) 405,598,024

 

  21

 


Portfolio of Investments (continued)
INVESTMENT GRADE FUND
September 30, 2010

 
Principal      
Amount     Security       Value
 
  SHORT-TERM INVESTMENTS—.9%    
  Money Market Fund    
$ 3,650 M First Investors Cash Reserve Fund, .22%    
      (cost $3,650,000) (b)      $ 3,650,000
 
Total Value of Investments (cost $369,041,377) 97.7 % 409,248,024
Other Assets, Less Liabilities 2.3   9,448,766
 
Net Assets       100.0 % $418,696,790

 

(a) Security exempt from registration under Rule 144A of Securities Act of 1933 (see Note 4).

(b) Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
    Level 1 Significant   Significant  
    Quoted Observable Unobservable  
    Prices   Inputs   Inputs   Total
Corporate Bonds $ — $ 405,598,024 $ — $ 405,598,024
Money Market Fund   3,650,000   —   —   3,650,000
Total Investments in Securities* $ 3,650,000 $ 405,598,024 $ — $ 409,248,024

 

* The Portfolio of Investments provides information on the industry categorization for corporate bonds.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

22 See notes to financial statements

 


Portfolio Manager’s Letter
FUND FOR INCOME

Dear Investor:

This is the annual report for the First Investors Fund For Income for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 15.7% for Class A shares and 14.4% for Class B shares, including dividends of 18.0 cents per share on Class A shares and 16.5 cents per share on Class B shares.

The review period proved to be very positive for the Fund, encompassing three very strong quarters of performance, as well as one very challenging quarter. In the first, second and last quarters, the U.S. high yield market generated very attractive returns, with the riskier segments of the market turning in the best returns. Despite record new U.S. issuance, both primary and secondary bonds were well bid and spreads continued to tighten throughout the period. Yield-seeking assets continued to flow into the high yield market, which still offered an above-average spread, easily absorbing the debt being issued by high yield companies looking to secure fixed rate financing largely for the purposes of refinancing and extending near-term debt obligations, thereby improving their balance sheets. In short, the review period overall offered a “win” for all of the high yield market’s participants. As in 2009, the distressed portion of the market generated outsized gains, followed by CCC credits. The insurance, financials and banking sectors — where a high degree of distressed or formerly distressed paper is concentrated — continued to be outsized earners.

In the third quarter of the review period, however, market sentiment turned sharply on the back of a variety of headline news that refocused investors on risk; such as Greece’s sovereign debt crisis, tension in the Korean peninsula, and the blow-out of BP’s deep-water well in the Gulf of Mexico. Investors interested in reducing equity risk sent stock markets deep into the red during the quarter. U.S. Treasuries outperformed, as investors pushed down yields to record lows in search of safety. Weak employment and housing data released in June made investors question the prospect of strong growth going forward. U.S. high yield bonds, although not as firm as Treasuries, impressed by delivering a flat return. Investors continued to appear confident that corporations would be able to repay borrowed money, even if they would not expand earnings quickly enough to justify appreciation of the stock market. Within the high yield market itself, the theme was similar during the quarter. Riskier CCC credits, mirroring weak equity markets, underperformed at this moment of stress. Dispersion of returns by industry during the third quarter was much lower than that experienced in 2009, or during the rest of 2010.

In summary, the high yield market during the period provided the investment community with plenty of positive news to satisfy its greed, and just enough fear to remind us of the key importance of careful credit analysis and prudent risk control in the

  23

 


Portfolio Manager’s Letter (continued)
FUND FOR INCOME

longer term. System shocks are, by definition, unpredictable, and investments in bond portfolios should target resiliency. In this environment, the Fund performed admirably. Our carefully selected credit mix preserved capital better than the market during its most challenging month (May) and largely kept pace with the market’s positive performance, even while underweighted in the more speculative insurance and banking sectors. During the second half of the review period, the fund performed particularly well by taking advantage of smaller, analyzable market opportunities and dislocations. For example, strong performance in the energy sector, and in particular the oil sector, followed from our analysis that the market had mispriced a number of securities in the wake of the explosion of BP’s oil well in the Gulf of Mexico. Against a market backdrop that continues to offer strong fundamental advantages and technical support by market participants, we will continue to work to identify incremental opportunities for attractive returns with reasonable risk.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.

Sincerely,


* Mr. Comeaux is part of a portfolio management team that began managing the Fund on April 24, 2009.

24 

 


Fund Expenses (unaudited)
FUND FOR INCOME

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,071.52 $6.65
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.65 $6.48
 
Expense Example – Class B Shares      
Actual $1,000.00 $1,063.67 $10.24
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.14 $10.00

 

* Expenses are equal to the annualized expense ratio of 1.28% for Class A shares and 1.98% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total value of investments.

  25

 


Cumulative Performance Information (unaudited)

FUND FOR INCOME

Comparison of change in value of $10,000 investment in the First Investors Fund For Income (Class A shares), the Bank of America (“BofA”) Merrill Lynch BB-B US Cash Pay High Yield Constrained Index† and the Credit Suisse High Yield Index II.


The graph compares a $10,000 investment in the First Investors Fund For Income (Class A shares) beginning 9/30/00 with theoretical investments in the BofA Merrill Lynch BB-B US Cash Pay High Yield Constrained Index and the Credit Suisse High Yield Index II (the “Indices”). The BofA Merrill Lynch BB-B US Cash Pay High Yield Constrained Index contains all securities in the BofA Merrill Lynch US Cash Pay High Yield Index rated BB1 through B3, based on an average of Moody’s, S&P and Fitch, but caps issuer exposure at 2%. Index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. The Credit Suisse High Yield Index II is designed to measure the performance of the high yield bond market. As of 9/30/10, the Index consisted of 1,243 different issues, most of which are cash-pay; also included in the Index are zero-coupon bonds, step bonds, payment-in-kind bonds and bonds which are in default. As of 9/30/10, approximately 0.71% of the market value of the Index was in default. The bonds included in the Index have an average maturity of 6.58 years, an average duration of 3.72 years and an average coupon of 8.54%. It is not possible to invest directly in these Indices. In addition, the Indices do not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table it is assumed that all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 9.05%, 2.39% and 3.84%, respectively, and the S.E.C. 30-Day Yield for September 2010 would have been 5.37%. The Class B “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 10.39%, 2.62% and 3.93%, respectively, and the S.E.C. 30-Day Yield for September 2010 would have been 5.00%. Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The issuers of the high yield bonds, in which the Fund primarily invests, pay higher interest rates because they have a greater likelihood of financial difficulty, which could result in their inability to repay the bonds fully when due. Prices of high yield bonds are also subject to greater fluctuations. BofA Merrill Lynch BB-B US Cash Pay High Yield Constrained Index figures from Bank of America Merrill Lynch, Credit Suisse High Yield Index II figures are from Credit Suisse Corporation and all other figures are from First Investors Management Company, Inc.

† We have added a comparison to the BofA Merrill Lynch BB-B US Cash Pay High Yield Constrained Index this year since it more closely reflects the performance of the securities in which the Fund invests. After this year we will not show a comparison to the Credit Suisse High Yield Index II.

26 

 


Portfolio of Investments
FUND FOR INCOME
September 30, 2010

 
Principal      
Amount     Security   Value
 
  CORPORATE BONDS—97.0%    
  Automotive—3.2%    
$ 2,200 M Cooper Tire & Rubber Co., 8%, 2019 $ 2,279,750
2,825 M Cooper-Standard Automotive, 8.5%, 2018 (a)   2,945,062
  Goodyear Tire & Rubber Co.:    
2,500 M 10.5%, 2016   2,843,750
1,575 M 8.25%, 2020   1,665,562
1,750 M Navistar International Corp., 8.25%, 2021   1,876,875
2,100 M Oshkosh Corp., 8.5%, 2020   2,283,750
2,325 M   TRW Automotive, Inc., 7.25%, 2017 (a)   2,481,938
 
          16,376,687
 
  Building Materials—2.4%    
  Building Materials Corp.:    
1,475 M 6.875%, 2018 (a)   1,456,562
4,175 M 7.5%, 2020 (a)   4,216,750
1,375 M Interface, Inc., 11.375%, 2013   1,567,500
1,725 M Mohawk Industries, Inc., 6.875%, 2016   1,804,781
3,450 M   Texas Industries, Inc., 9.25%, 2020 (a)   3,596,625
 
          12,642,218
 
  Capital Goods—.6%    
2,650 M   Belden CDT, Inc., 9.25%, 2019 (a)   2,875,250
 
  Chemicals—4.3%    
1,475 M Chemtura Corp., 7.875%, 2018 (a)   1,545,062
2,175 M Ferro Corp., 7.875%, 2018   2,267,437
7,075 M Georgia Gulf Corp., 9%, 2017 (a)   7,446,437
3,125 M Lyondell Chemical Co., 11%, 2018   3,472,656
1,600 M PolyOne Corp., 7.375%, 2020   1,654,000
  Solutia, Inc.:    
3,925 M 8.75%, 2017   4,307,688
1,275 M   7.875%, 2020   1,369,031
 
          22,062,311
 
  Consumer Durables—1.0%    
  Sealy Mattress Co.:    
3,500 M 8.25%, 2014   3,543,750
1,392 M   10.875%, 2016 (a)   1,583,400
 
          5,127,150

 

  27

 


Portfolio of Investments (continued)
FUND FOR INCOME
September 30, 2010

 
Principal    
Amount     Security Value
 
  Consumer Non-Durables—2.0%  
$ 2,575 M Acco Brands Corp., 10.625%, 2015 $ 2,890,437
2,450 M Jarden Corp., 7.5%, 2020 2,560,250
3,025 M Phillips Van-Heusen Corp., 7.375%, 2020 3,202,719
1,525  M    Spectrum Brands, Inc., 9.5%, 2018 (a) 1,637,469
 
        10,290,875
 
  Energy—15.4%  
  Anadarko Petroleum Corp.:  
2,42 M  6.375%, 2017 2,676,026
1,350 M  6.95%, 2019 1,508,922
  Berry Petroleum Co.:  
2,600 M  10.25%, 2014 2,944,500
2,925 M  8.25%, 2016 3,012,750
  Chesapeake Energy Corp.:  
1,750 M  9.5%, 2015 2,034,375
1,850 M  7.25%, 2018 2,002,625
2,300 M  Concho Resources, Inc., 8.625%, 2017 2,449,500
  Consol Energy, Inc.:  
1,875 M  8%, 2017 (a) 2,039,062
4,425 M  8.25%, 2020 (a) 4,856,437
1,325 M  Continental Resources, 7.125%, 2021 (a) 1,384,625
3,500 M  Copano Energy, LLC, 7.75%, 2018 3,552,500
4,750 M  Crosstex Energy, LP, 8.875%, 2018 4,999,375
  El Paso Corp.:  
1,050 M 8.25%, 2016 1,173,375
4,325 M 7%, 2017 4,614,195
350 M 7.25%, 2018 378,986
275 M 7.75%, 2032 286,924
750 M Encore Acquisition Co., 9.5%, 2016 840,937
3,975 M Expro Finance Luxembourg SCA, 8.5%, 2016 (a) 3,806,062
  Ferrellgas Partners, LP:  
3,450 M 9.125%, 2017 3,756,187
2,475 M 8.625%, 2020 2,666,812
1,900 M Helix Energy Solutions Group, Inc., 9.5%, 2016 (a) 1,933,250
  Hilcorp Energy I, LP:  
175 M 7.75%, 2015 (a) 177,625
3,100 M 9%, 2016 (a) 3,231,750
3,875 M   8%, 2020 (a) 4,000,938

 

28

 


 
Principal      
Amount     Security   Value
 
  Energy (continued)    
$ 2,475 M Inergy, LP, 7%, 2018 (a) $ 2,549,250
1,600 M Linn Energy, LLC, 9.875%, 2018   1,764,000
1,025 M Penn Virginia Corp., 10.375%, 2016   1,127,500
  Pioneer Natural Resource Co.:    
375 M 6.65%, 2017   401,731
2,925 M 7.5%, 2020   3,233,289
1,275 M QEP Resources, Inc., 6.875%, 2021   1,386,563
  Quicksilver Resources, Inc.:    
575 M 8.25%, 2015   609,500
1,175 M 7.125%, 2016   1,166,188
2,100 M 11.75%, 2016   2,472,750
1,775 M 9.125%, 2019   1,954,719
1,100 M Southwestern Energy Co., 7.5%, 2018   1,248,500
1,150 M   Whiting Petroleum Corp., 6.5%, 2018   1,181,625
 
          79,423,353
 
  Financials—3.4%    
  Ford Motor Credit Co., LLC:    
1,800 M 7.5%, 2012   1,911,623
2,725 M 8.7%, 2014   3,059,706
1,075 M 5.625%, 2015   1,106,629
925 M 6.625%, 2017   986,890
  International Lease Finance Corp.:    
1,550 M 5.55%, 2012   1,559,688
1,400 M 6.375%, 2013   1,414,000
750 M 6.625%, 2013   755,625
1,275 M 8.625%, 2015 (a)   1,367,438
1,900 M 8.75%, 2017 (a)   2,042,500
3,125 M   Pinafore, LLC, 9%, 2018 (a)   3,296,875
 
          17,500,974
 
  Food/Beverage/Tobacco—4.2%    
3,333 M Bumble Bee Foods, LLC, 7.75%, 2015   3,582,975
2,675 M CF Industries, Inc., 7.125%, 2020   2,932,469
7,625 M JBS USA, LLC, 8.25%, 2018   7,901,406
3,900 M Michael Foods, Inc., 9.75%, 2018 (a)   4,192,500
2,700 M   Smithfield Foods, Inc., 10%, 2014 (a)   3,118,500
 
          21,727,850

 

  29

 


Portfolio of Investments (continued)
FUND FOR INCOME
September 30, 2010

 
Principal    
Amount     Security Value
 
  Food/Drug—1.1%  
$ 925 M McJunkin Red Man Corp., 9.5%, 2016 (a) $ 818,625
1,700 M NBTY, Inc., 9%, 2018 (a) 1,793,500
950 M Rite Aid Corp., 9.75%, 2016 1,020,063
1,775 M   Tops Markets, LLC, 10.125%, 2015 (a) 1,914,781
 
        5,546,969
 
  Forest Products/Containers—1.0%  
1,450 M Graham Packaging Co., LP, 8.25%, 2018 (a) 1,480,812
3,775 M   Reynolds Group Escrow, LLC, 7.75%, 2016 (a) 3,859,938
 
        5,340,750
 
  Gaming/Leisure—4.0%  
2,300 M Equinox Holdings, Inc., 9.5%, 2016 (a) 2,363,250
2,550 M Las Vegas Sands Corp., 6.375%, 2015 2,585,063
2,610 M Mandalay Resort Group, 6.375%, 2011 2,551,275
2,300 M MCE Finance, Ltd., 10.25%, 2018 (a) 2,570,250
1,950 M MGM Mirage, Inc., 9%, 2020 (a) 2,062,125
3,000 M NCL Corp., Ltd., 11.75%, 2016 3,375,000
2,425 M Wynn Las Vegas, LLC, 7.75%, 2020 (a) 2,570,500
2,326 M   Yonkers Racing Corp., 11.375%, 2016 (a) 2,535,340
 
        20,612,803
 
  Health Care—5.4%  
1,250 M Capella Healthcare, 9.25%, 2017 (a) 1,340,625
6,375 M Community Health Systems, Inc., 8.875%, 2015 6,789,375
4,400 M Genesis Health Ventures, Inc., 9.75%, 2011 (b)(c) 2,750
  HCA, Inc.:  
5,700 M 6.75%, 2013 5,842,500
2,800 M 6.375%, 2015 2,807,000
  Healthsouth Corp.:  
1,650 M 7.25%, 2018 1,687,125
950 M 7.75%, 2022 959,500
  LVB Acquisition Holding, LLC (Biomet, Inc.):  
625 M 10%, 2017 692,969
2,000 M 11.625%, 2017 2,237,500
2,475 M Talecris Biotherapeutics Holdings Corp., 7.75%, 2016 2,734,875
2,450 M    Valeant Pharmaceuticals International, 6.75%, 2017 (a) 2,505,125
 
        27,599,344

 

30

 

                                                                                                                                         
 
Principal    
Amount     Security Value
 
  Information Technology—2.3%  
  Brocade Communications Systems, Inc.:  
$ 750 M 6.625%, 2018 (a) $ 783,750
850 M 6.875%, 2020 (a) 896,750
2,425 M Equinix, Inc., 8.125%, 2018 2,600,812
  Fidelity National Information Services, Inc.:  
700 M 7.625%, 2017 (a) 750,750
450 M 7.875%, 2020 (a) 487,125
  Jabil Circuit, Inc.:  
350 M 7.75%, 2016 385,438
3,825 M 8.25%, 2018 4,293,563
1,500  M    JDA Software Group, Inc., 8%, 2014 (a) 1,597,500
 
         11,795,688
 
  Manufacturing—4.3%  
2,400 M Amsted Industries, 8.125%, 2018 (a) 2,511,000
  Case New Holland, Inc.:  
2,200 M 7.75%, 2013 2,400,750
2,075 M 7.875%, 2017 (a) 2,264,344
2,850 M Coleman Cable, Inc., 9%, 2018 2,928,375
1,325 M CPM Holdings, Inc,, 10.625%, 2014 (a) 1,434,312
2,000 M ESCO Corp., 8.625%, 2013 (a) 2,060,000
  Terex Corp.:  
3,100 M 10.875%, 2016 3,553,375
5,100  M    8%, 2017 5,131,875
 
        22,284,031
 
  Media-Broadcasting—3.6%  
2,800 M Allbritton Communication Co., 8%, 2018 2,821,000
  Belo Corp.:  
4,000 M 7.25%, 2027 3,430,000
725 M 7.75%, 2027 643,437
  Lin Television Corp.:  
1,900 M 6.5%, 2013 1,895,250
675 M 6.5%, 2013 678,375
875 M 8.375%, 2018 (a) 928,594
2,475 M Nexstar/Mission Broadcasting, Inc., 8.875%, 2017 (a) 2,592,563
  Sinclair Television Group:  
4,000 M 9.25%, 2017 (a) 4,310,000
1,000  M    8.375%, 2018 (a) 1,012,500
 
        18,311,719

 

  31

 


Portfolio of Investments (continued)
FUND FOR INCOME
September 30, 2010

 
Principal    
Amount     Security Value
 
  Media-Cable TV—8.3%  
$ 6,250 M Atlantic Broadband Finance, LLC, 9.375%, 2014 $ 6,367,187
3,025 M Cablevision Systems Corp., 8.625%, 2017 3,342,625
1,000 M CCH II, LLC, 13.5%, 2016 1,192,500
1,900 M Cequel Communications Holdings I, Inc., 8.625%, 2017 (a) 2,014,000
  Clear Channel Worldwide:  
2,500 M 9.25%, 2017 2,662,500
4,925 M 9.25%, 2017 – Series “B” 5,282,062
  Echostar DBS Corp.:  
2,250 M 6.625%, 2014 2,356,875
2,525 M 7.75%, 2015 2,704,906
2,225 M Insight Communications Co., Inc., 9.375%, 2018 (a) 2,375,187
  Quebecor Media, Inc.:  
1,300 M 7.75%, 2016 1,347,125
1,000 M 7.75%, 2016 1,036,250
4,850 M UPC Germany GmbH, 8.125%, 2017 (a) 5,068,250
1,575 M Videotron LTEE, 6.375%, 2015 1,618,313
4,650 M   Virgin Media Finance, PLC, 9.5%, 2016 5,277,750
 
        42,645,530
 
  Media-Diversified—1.1%  
2,475 M Entravision Communications Corp., 8.75%, 2017 (a) 2,536,875
1,225 M Interpublic Group of Cos., Inc., 10%, 2017 1,436,313
1,700 M Lamar Media Corp., 7.875%, 2018 1,793,500
  MediaNews Group, Inc.:  
2,625 M 6.875%, 2013 (b)(c) 1,641
3,100 M   6.375%, 2014 (b)(c) 1,938
 
        5,770,267
 
  Metals/Mining—2.3%  
2,750 M Metals USA, Inc., 11.125%, 2015 2,928,750
  Novelis, Inc.:  
2,075 M 7.25%, 2015 2,121,688
1,600 M 11.5%, 2015 1,836,000
1,175 M Steel Dynamics, Inc., 7.625%, 2020 (a) 1,224,938
1,011 M Teck Resources, Ltd., 10.75%, 2019 1,275,050
2,425 M   Vedanta Resources, PLC, 9.5%, 2018 (a) 2,631,125
 
        12,017,551

 

32

 


 
Principal    
Amount     Security Value
 
  Real Estate Investment Trusts—2.4%  
$ 1,375 M Brandywine Operating Partnership, LP, 5.7%, 2017 $ 1,394,313
4,650 M CB Richard Ellis Service, 11.625%, 2017 5,405,625
  Developers Diversified Realty Corp.:  
675 M 9.625%, 2016 753,868
625 M 7.875%, 2020 648,711
2,675 M Dupont Fabros Tech, LP, 8.5%, 2017 2,882,312
1,000 M   HRPT Properties Trust, 6.25%, 2017 1,050,548
 
        12,135,377
 
  Retail-General Merchandise—6.7%  
3,075 M Federated Retail Holdings, Inc., 5.9%, 2016 3,290,250
2,900 M HSN, Inc., 11.25%, 2016 3,320,500
2,050 M J.C. Penney Corp., Inc., 7.95%, 2017 2,311,375
  Limited Brands, Inc.:  
1,700 M 8.5%, 2019 1,984,750
475 M 7%, 2020 515,375
  Macys Retail Holdings, Inc.:  
2,875 M 7.45%, 2017 3,227,188
1,050 M 6.65%, 2024 1,073,625
3,525 M QVC, Inc., 7.5%, 2019 (a) 3,701,250
3,000 M Sears Holding Corp., 6.625%, 2018 (a) 3,022,500
2,050 M Susser Holdings & Finance, 8.5%, 2016 2,142,250
4,900 M Toys R Us Property Co. I, Inc., 10.75%, 2017 5,561,500
1,400 M Toys R Us Property Co. II, Inc., 8.5%, 2017 (a) 1,487,500
3,025 M   Yankee Acquisition Corp., 8.5%, 2015 3,138,438
 
        34,776,501
 
  Services—2.3%  
2,200 M Hertz Corp., 10.5%, 2016 2,348,500
  Iron Mountain, Inc.:  
225 M 8.75%, 2018 239,906
1,450 M 8%, 2020 1,538,813
2,275 M Kar Holdings, Inc., 8.75%, 2014 2,380,219
2,500 M PHH Corp., 9.25%, 2016 (a) 2,612,500
2,375 M   Reliance Intermediate Holdings, LP, 9.5%, 2019 (a) 2,529,375
 
        11,649,313

 

  33

 


Portfolio of Investments (continued)
FUND FOR INCOME
September 30, 2010

 
Principal    
Amount     Security Value
 
  Telecommunications—9.0%  
  Citizens Communications Co.:  
$ 5,500 M 7.125%, 2019 $ 5,665,000
775 M 9%, 2031 830,219
  Frontier Communications Corp.:  
50 M 7.875%, 2015 54,250
1,875 M 8.125%, 2018 2,057,812
1,250 M 8.5%, 2020 1,385,937
2,125 M GCI, Inc., 8.625%, 2019 2,279,062
5,575 M Inmarsat Finance, PLC, 7.375%, 2017 (a) 5,853,750
  Intelsat Jackson Holdings, Ltd.:  
750 M 9.5%, 2016 803,438
725 M 8.5%, 2019 (a) 790,250
  Nextel Communications, Inc.:  
3,550 M 5.95%, 2014 3,550,000
5,725 M 7.375%, 2015 5,782,250
  Qwest Communications International, Inc.:  
3,500 M 7.5%, 2014 3,587,500
2,125 M 8%, 2015 2,310,938
1,275 M Sprint Capital Corp., 6.875%, 2028 1,173,000
3,850 Wind Acquisition Finance SA, 11.75%, 2017 (a) 4,333,656
  M Windstream Corp.:  
3,100 M 8.625%, 2016 3,293,750
1,550 M 7.875%, 2017 1,623,625
1,025 M   7.75%, 2020 (a) 1,037,813
 
        46,412,250
 
  Transportation—2.3%  
2,475 M Aircastle, Ltd., 9.75%, 2018 (a) 2,539,969
3,350 M CHC Helicopter SA, 9.25%, 2020 (a) 3,400,250
  Navios Maritime Holdings:  
4,175 M 9.5%, 2014 4,279,375
775 M 8.875%, 2017 (a) 821,500
925 M   Teekay Corp., 8.5%, 2020 1,011,719
 
        12,052,813
 
  Utilities—4.4%  
875 M AES Corp., 9.75%, 2016 1,010,625
2,600 M Calpine Construction Finance Co., LP, 8%, 2016 (a) 2,795,000
225 M Calpine Corp., 7.875%, 2020 (a) 232,312
875 M   CMS Energy Corp., 8.75%, 2019 1,049,142

 

34

 


 
Principal      
Amount      
or Shares     Security     Value
 
  Utilities (continued)    
$ 5,250 M Dynegy Holdings, Inc., 7.75%, 2019   $ 3,622,500
1,700 M Energy Future Holdings Corp., 10%, 2020 (a) 1,696,192
3,475 M Intergen NV, 9%, 2017 (a)   3,692,188
  NRG Energy, Inc.:    
4,625 M 7.375%, 2017   4,752,188
1,375 M 8.5%, 2019   1,455,781
2,600 M   NSG Holdings, LLC, 7.75%, 2025 (a)     2,379,000
 
            22,684,928
 
Total Value of Corporate Bonds (cost $476,114,050)     499,662,502
 
  COMMON STOCKS—.0%    
  Automotive—.0%    
37,387 * Safelite Glass Corporation – Class “B” (b)     7,290
2,523     *   Safelite Realty Corporation (b)        25
 
            7,315
 
  Telecommunications—.0%    
8 * Viatel Holding (Bermuda), Ltd. (b)   —
18,224     *   World Access, In c.      15
 
            15
 
Total Value of Common Stocks (cost $385,770)     7,330
 
  SHORT-TERM INVESTMENTS—3.4%  
  Money Market Fund    
$ 17,660M First Investors Cash Reserve Fund, .22%    
      (cost $17,660,000) (d)     17,660,000
 
Total Value of Investments (cost $494,159,820) 100.4 % 517,329,832
Excess of Liabilities Over Other Assets (.4 )  (1,931,829)
 
Net Assets       100.0 %  $515,398,003

 

* Non-income producing

(a) Security exempt from registration under Rule 144A of Securities Act of 1933 (see Note 4).

(b) Securities valued at fair value (see Note 1A)

(c) In default as to principal and/or interest payment

(d) Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

  35

 


Portfolio of Investments (continued)
FUND FOR INCOME
September 30, 2010

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes (see Note 1A). The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
    Level 1 Significant   Significant  
    Quoted Observable Unobservable  
    Prices   Inputs   Inputs   Total
Corporate Bonds $ — $ 499,656,173 $ 6,329 $ 499,662,502
Common Stocks   15 —   7,315 7,330
Money Market Fund   17,660,000   —   —   17,660,000
Total Investments in Securities* $  17,660,015 $ 499,656,173 $ 13,644 $ 517,329,832

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

36

 


The following is a reconciliation of Fund investments valued using Level 3 inputs for the period:

  Investments Investments   Investments      
    in   in Auction   in Investments  
    Corporate   Rate   Common   in  
    Bonds   Securities   Stocks   Warrants   Total
Balance,                  
September 30,                  
2009 $ 2,750 $ 2,120,646 $ 14,045 $ — $ 2,137,441
Net sales   —   (2,300,000)   (16,351)   (137,532) (2,453,883)
Change in unrealized                  
appreciation   —   179,354   227,018 13,240,676 13,647,048
Realized loss   —   —   (231,626)  (13,303,863) (13,535,489)
Transfer in and/or                  
out of Level 3   3,579   —   14,229   200,719   218,527
Balance,                  
September 30,                  
2010 $ 6,329 $ — $ 7,315 $ — $  13,644

 

The following is a summary of Level 3 inputs by industry:

Automotive $ 7,315
Health Care   2,750
Media - Diversified   3,579
  $ 13,644

 

See notes to financial statements 37

 


Portfolio Composition (unaudited)
FUND FOR INCOME

The dollar weighted average of credit ratings of all bonds held by the Fund during the fiscal year ended September 30, 2010, computed on a monthly basis, are set forth below. This information reflects the average composition of the Fund’s assets during the 2010 fiscal year and is not necessarily representative of the Fund as of the end of its 2010 fiscal year, the current fiscal year or at any other time in the future.

    Comparable Quality of
  Rated by Unrated Securities to
  Moody's Bonds Rated by Moody's
 
Aa3 0.07% 0.00%
A1 0.09 0.00
Baa2 0.40 0.00
Baa3 1.17 0.00
Ba1 2.78 0.00
Ba2 16.72 0.00
Ba3 11.86 0.00
B 0.00 0.07
B- 0.00 0.01
B1 18.75 0.00
B2 15.84 0.00
B3 20.70 0.00
Caa1 6.97 0.00
Caa2 1.67 0.00
Caa 0.30 0.00
Ca 0.77 0.00

 

38

 


Portfolio Managers’ Letter
TOTAL RETURN FUND

Dear Investor:

This is the annual report for the First Investors Total Return Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 9.4% for Class A shares and 8.6% for Class B shares, including dividends of 29.2 cents per share on Class A shares and 19.7 cents per share on Class B shares.

The Fund follows a strategy of diversifying its assets among stocks, bonds and money market instruments, with at least 50% normally invested in stocks and at least 35% invested in bonds, cash and money market instruments. During the period, the Fund had an average portfolio allocation of 58% in stocks, 40% in bonds and only 2% in cash and cash equivalents. The Fund’s asset allocation strategy worked well during the period, as both stocks and bonds generated good performance amid the improving economic environment as discussed below. The Fund also benefited from having a low level of cash in this environment.

Equities

During the reporting period, the equity markets settled into a more stable pattern of positive results, boosted by the slowly improving domestic economy. The Fund’s returns reflected that performance. However, the markets remained highly susceptible to short-term headlines, creating periods of high volatility. The environment remained more macro driven, as the Federal Reserve, the Obama administration and Congress continued to be aggressively involved in economic affairs, proposing new regulations and increasing government oversight of businesses. Many of these actions were perceived as being negative for business, impacting whole sectors or industries. Industries such as health care, energy, financials and education were greatly impacted by governmental initiatives, and saw their share prices affected during the period.

The Fund’s weightings in consumer staples and industrials increased throughout the year, as these sectors demonstrated solid growth in earnings and benefited from cost control programs. Overall stock selection and weightings benefited the Fund’s relative performance most notably within these sectors. Additionally, better stock selection also aided investments within utilities and materials.

Notable individual performers within consumer staples included shares of direct seller of beauty products and nutriceuticals Nu Skin Enterprises, spice and flavorings maker Mc-Cormick, and tobacco giant Altria Group. The Fund also benefited from the takeover of small-cap personal products maker Chattem by French pharmaceutical giant Sanofi-Aventis. Within industrials, shares of Honeywell, United Technologies, 3M, and Caterpillar were the top larger-cap companies. The overall top performers were two investments in ocean freight container leasing companies, TAL International and Textainer Group Holdings, which benefited from a strong resurgence of global commerce, positively impacting their pricing and utilization.

As in the prior year, the Fund remained underweight in the volatile energy sector, as natural gas remained plentiful and its pricing reflected that fact by dropping 30% since the beginning of 2010. Oil had its own volatile year, but remained only modestly above last year’s price levels. However, the energy sector performed well during the year and our relative underweight and poor stock selection hurt results. The Fund’s investments within

  39

 


Portfolio Managers’ Letter (continued)

TOTAL RETURN FUND

technology also detracted from results. Poor stock selection in the Fund’s larger-cap, longer-term holdings, such as Cisco Systems, Nokia, Hewlett Packard and Microsoft, hurt performance. In addition, a slowdown in government procurement impacted the results of the Fund’s investments in defense-related IT services firms.

The equity portion of the Fund maintained a diverse market capitalization allocation during the period, ending with 58% large cap, 14% mid cap and 28% small cap, according to Lipper’s market capitalization ranges. This is consistent with the Fund’s long-term strategy. While the large-cap segment lagged, the mid- and small-cap components delivered better results than the benchmark.

Fixed Income

The fixed income market had strong returns during the review period, gaining 8% as measured by the Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index. The market benefited from the general decline in interest rates as the Federal Reserve remained focused on keeping rates low to stimulate economic growth. The yield on the two-year U.S. Treasury note fell to an all-time low, ending the review period at .4%. Longer-term interest rates also fell with the ten-year Treasury note yield moving from 3.3% to 2.5%. Among fixed income sectors, corporate bonds had the highest return, 12.6% according to Bank of America Merrill Lynch. The sector benefited from falling interest rates, strong company fundamentals, and positive (although slow) economic growth. Mortgage-backed bonds had the smallest gain, returning 5.9%. Fear of an increase in prepayments on mortgages due to record low mortgage rates caused the sector to underperform.

The Fund’s bond investments were primarily allocated among investment grade corporate bonds (25.5% of Fund assets), mortgage-backed securities (9.5%), and U.S. government and municipal obligations (4.9%). The positive impact of the Fund’s overweight in corporate bonds offset the negative impact of its underweight in the Treasury sector. The Fund benefited in particular from its corporate bond security selection.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.

Sincerely,


40 

 


Fund Expenses (unaudited)
TOTAL RETURN FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,008.82 $6.85
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.25 $6.88
 
Expense Example – Class B Shares      
Actual $1,000.00 $1,004.65 $10.35
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.74 $10.40

 

* Expenses are equal to the annualized expense ratio of 1.36% for Class A shares and 2.06% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

  41

 


Cumulative Performance Information (unaudited)
TOTAL RETURN FUND

Comparison of change in value of $10,000 investment in the First Investors Total Return Fund (Class A shares), the Bank of America (“BofA”) Merrill Lynch U.S. Corporate, Government & Mortgage Master Index and the Standard & Poor’s 500 Index.


The graph compares a $10,000 investment in the First Investors Total Return Fund (Class A shares) beginning 9/30/00 with theoretical investments in the BofA Merrill Lynch U.S. Corporate, Government & Mortgage Master Index and the Standard & Poor’s 500 Index (the “Indices”). The BofA Merrill Lynch U.S. Corporate, Government & Mortgage Master Index tracks the performance of U.S. dollar-denominated investment grade publicly issued in the U.S. domestic market, including U.S. Treasury, quasi-government, corporate and residential mortgage pass-through securities. Qualifying securities must have an investment grade rating. Qualifying U.S. Treasuries must have at least one-year remaining term to final maturity, a fixed coupon schedule and a minimum amount outstanding of $1 billion. Qualifying U.S. agency, foreign government, supranational and corporate securities must have at least one-year remaining term to final maturity, a fixed coupon schedule and a minimum amount outstanding of $250 million. Qualifying residential mortgage pass-through securities include both fixed rate and hybrid securities publicly issued by U.S. agencies. 30-year, 20-year, 15-year and interest-only fixed rate mortgage pools are included in the Index provided they have at least one year remaining term to final maturity and a minimum amount outstanding of at least $5 billion per generic coupon and $250 million per production year within each generic coupon. Hybrid mortgage pools that reset versus 1-year CMT, 1 year LIBOR or 6-month LIBOR during their adjustable rate period are also included in the Index provided they have at least $2.5 billion per generic coupon and $250 million per production year within each generic coupon. The Standard & Poor’s 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of such stocks, which represent all major industries. It is not possible to invest directly in these Indices. In addition, the Indices do not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for Five Years and Ten Years would have been 1.87% and .97%, respectively. The Class B “S.E.C. Standardized” Average Annual Total Return for Five Years and Ten Years would have been 2.00% and 1.04%, respectively. Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. BofA Merrill Lynch U.S. Corporate, Government & Mortgage Master Index figures are from Bank of America Merrill Lynch & Co. and Standard & Poor’s 500 Index figures are from Standard & Poor’s and all other figures are from First Investors Management Company, Inc.

42 

 


Portfolio of Investments
TOTAL RETURN FUND
September 30, 2010

  
 
Shares     Security Value
 
  COMMON STOCKS—59.4%  
  Consumer Discretionary—9.5%  
78,300 American Greetings Corporation – Class “A” $ 1,455,597
48,000 * Big Lots, Inc. 1,596,000
43,600 * BorgWarner, Inc. 2,294,232
60,600 Brown Shoe Company, Inc. 695,082
103,100 CBS Corporation – Class “B” 1,635,166
29,400 * CEC Entertainment, Inc. 1,009,302
25,500 Coach, Inc. 1,095,480
51,100 * GameStop Corporation – Class “A” 1,007,181
27,200 Guess?, Inc. 1,105,136
143,400 H&R Block, Inc. 1,857,030
55,700 Home Depot, Inc. 1,764,576
46,000 Limited Brands, Inc. 1,231,880
92,500 * Lincoln Educational Services Corporation 1,332,925
27,700 McDonald’s Corporation 2,063,927
144,000 * Morgans Hotel Group Company 1,054,080
147,500 Newell Rubbermaid, Inc. 2,626,975
9,200 NIKE, Inc. – Class “B” 737,288
164,400 * Ruby Tuesday, Inc. 1,951,428
47,000 * Steiner Leisure, Ltd. 1,790,700
228,600 Stewart Enterprises, Inc – Class “A” 1,232,154
49,800 * TRW Automotive Holdings Corporation 2,069,688
49,400 Tupperware Brands Corporation 2,260,544
73,460     Wyndham Worldwide Corporation 2,017,946
 
        35,884,317
 
  Consumer Staples—7.6%  
152,400 Altria Group, Inc. 3,660,648
36,600 Avon Products, Inc. 1,175,226
47,700 Coca-Cola Company 2,791,404
68,600 CVS Caremark Corporation 2,158,842
21,800 * Dole Food Company, Inc. 199,470
12,900 Kellogg Company 651,579
57,800 Lance, Inc. 1,231,140
30,600 McCormick & Company, Inc. 1,286,424
85,900 Nu Skin Enterprises, Inc. – Class “A” 2,473,920
28,000 PepsiCo, Inc. 1,860,320
81,400 Philip Morris International, Inc. 4,560,028
32,400     Procter & Gamble Company 1,943,028

 

  43

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
September 30, 2010

 
 
Shares     Security Value
 
  Consumer Staples (continued)  
13,740 Tootsie Roll Industries, Inc. $ 341,851
50,100 Walgreen Company 1,678,350
53,400     Wal-Mart Stores, Inc. 2,857,968
 
        28,870,198
 
  Energy—4.2%  
20,900 Anadarko Petroleum Corporation 1,192,345
30,900 ConocoPhillips 1,774,587
27,200 Ensco, PLC (ADR) 1,216,656
49,727 ExxonMobil Corporation 3,072,631
1,897 Hugoton Royalty Trust 37,921
26,686 Marathon Oil Corporation 883,307
67,800 Noble Corporation 2,290,962
27,800 Sasol, Ltd. (ADR) 1,245,162
90,100 Suncor Energy, Inc. 2,932,755
18,270   * Transocean, Ltd. 1,174,578
 
        15,820,904
 
  Financials—7.4%  
18,100 American Express Company 760,743
48,500 Ameriprise Financial, Inc. 2,295,505
75,600 Brookline Bancorp, Inc. 754,488
23,292 Capital One Financial Corporation 921,198
36,150 Discover Financial Services 602,982
130,000 Financial Select Sector SPDR Fund (ETF) 1,865,500
56,650 First Mercury Financial Corporation 571,032
100,700 FirstMerit Corporation 1,844,824
141,800 Hudson City Bancorp, Inc. 1,738,468
15,000 IBERIABANK Corporation 749,700
47,400 Invesco, Ltd. 1,006,302
63,800 JPMorgan Chase & Company 2,428,866
55,700 Morgan Stanley 1,374,676
164,500 New York Community Bancorp, Inc. 2,673,125
93,200 NewAlliance Bancshares, Inc. 1,176,184
65,300 SPDR KBW Regional Banking (ETF) 1,496,023
12,700 SPDR S&P 500 Trust (ETF) 1,449,324
122,572   * Sunstone Hotel Investors, Inc. (REIT) 1,111,728

 

44

 


 
 
Shares     Security   Value
 
  Financials (continued)    
36,500 U.S. Bancorp $789,130
79,800 Urstadt Biddle Properties – Class “A” (REIT)   1,442,784
35,800     Wells Fargo & Company   899,654
 
          27,952,236
 
  Health Care—5.9%    
56,200 Abbott Laboratories   2,935,888
17,000 * Amgen, Inc.   936,870
18,500 Baxter International, Inc.   882,635
30,900 * Genzyme Corporation   2,187,411
42,600 * Gilead Sciences, Inc.   1,516,986
62,100 Johnson & Johnson   3,847,716
7,200 * Laboratory Corporation of America Holdings   564,696
29,300 Medtronic, Inc.   983,894
35,700 Merck & Company, Inc.   1,314,117
151,280 Pfizer, Inc.   2,597,478
11,400 * PSS World Medical, Inc.   243,732
42,200 Sanofi-Aventis (ADR)   1,403,150
23,000 * St. Jude Medical, Inc.   904,820
38,400   * Thermo Fisher Scientific, Inc.   1,838,592
 
          22,157,985
 
  Industrials—10.0%    
31,700 3M Company   2,748,707
29,000 Alexander & Baldwin, Inc.   1,010,360
45,904 * Altra Holdings, Inc.   676,166
61,500 * Armstrong World Industries, Inc.   2,552,865
30,200 Baldor Electric Company   1,220,080
25,300 Caterpillar, Inc.   1,990,604
60,700 * Chicago Bridge & Iron Company NV – NY Shares   1,484,115
29,200 * Esterline Technologies Corporation   1,671,116
52,100 Generac Holdings, Inc.   710,644
43,200 * General Electric Company   702,000
50,500 Honeywell International, Inc.   2,218,970
50,100 IDEX Corporation   1,779,051
17,700 Lockheed Martin Corporation   1,261,656
64,500 * Mobile Mini, Inc.   989,430
19,600 Northrop Grumman Corporation   1,188,348
61,647 * PGT, Inc.   140,555
31,300 * Pinnacle Airlines Corporation   169,959
26,800     Raytheon Company   1,225,028

 

  45

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
September 30, 2010

 
Shares     Security Value
 
  Industrials (continued)  
35,310 Republic Services, Inc. $ 1,076,602
45,600 Snap-on, Inc. 2,120,856
148,500 TAL International Group, Inc. 3,596,670
70,500 Textainer Group Holdings, Ltd. 1,885,170
75,075 Tyco International, Ltd. 2,757,505
36,400     United Technologies Corporation 2,592,772
 
        37,769,229
 
  Information Technology—9.9%  
57,700 * Avago Technologies, Ltd. 1,298,827
166,300 * Brocade Communications Systems, Inc. 971,192
24,500 * CACI International, Inc. – Class “A” 1,108,870
109,900 * Cisco Systems, Inc. 2,406,810
133,300 * EMC Corporation 2,707,323
55,100 Hewlett-Packard Company 2,318,057
65,700 Intel Corporation 1,263,411
38,500 International Business Machines Corporation 5,164,390
57,000 Intersil Corporation – Class “A” 666,330
164,800 Microsoft Corporation 4,035,952
122,500 National Semiconductor Corporation 1,564,325
68,450 * NCI, Inc. – Class “A” 1,295,074
90,100 * Parametric Technology Corporation 1,760,554
76,400 QUALCOMM, Inc. 3,447,168
59,975 * SRA International, Inc. – Class “A” 1,182,707
115,700 * Symantec Corporation 1,755,169
71,300 Tyco Electronics, Ltd. 2,083,386
132,576     Western Union Company 2,342,618
 
        37,372,163
 
  Materials—3.2%  
62,000 Bemis Company, Inc. 1,968,500
46,200 Celanese Corporation – Series “A” 1,483,020
29,000 Freeport-McMoRan Copper & Gold, Inc. 2,476,310
66,600 Olin Corporation 1,342,656
14,600 Praxair, Inc. 1,317,796
91,600 RPM International, Inc. 1,824,672
92,550     Temple-Inland, Inc. 1,726,983
 
        12,139,937

 

46

 


 
Shares or      
Principal      
Amount     Security   Value
 
  Telecommunication Services—1.5%    
82,400 AT&T, Inc. $ 2,356,640
101,100     Verizon Communications, Inc.   3,294,849
 
          5,651,489
 
  Utilities—.2%    
32,100     Atmos Energy Corporation   938,925
 
Total Value of Common Stocks (cost $196,917,278)   224,557,383
 
  CORPORATE BONDS—27.1%    
  Aerospace/Defense—.9%    
$ 1,000 M BAE Systems Holdings, Inc., 4.95%, 2014 (a)   1,104,450
1,000 M Lockheed Martin Corp., 4.25%, 2019   1,092,202
1,000 M   United Technologies Corp., 6.125%, 2019   1,239,265
 
          3,435,917
 
  Agriculture—.6%    
1,000 M Cargill, Inc., 6%, 2017 (a)   1,183,999
1,000 M   Potash Corp. of Saskatchewan, Inc., 4.875%, 2020   1,065,090
 
          2,249,089
 
  Automotive—.3%    
1,000 M   Daimler Chrysler NA, LLC, 6.5%, 2013   1,144,645
 
  Chemicals—.3%    
1,000 M   Chevron Phillips Chemicals, Co., LLC, 8.25%, 2019 (a)   1,267,679
 
  Consumer Durables—.5%    
1,000 M Black & Decker Corp., 8.95%, 2014   1,233,557
700 M   Newell Rubbermaid, Inc., 6.75%, 2012   749,450
 
          1,983,007
 
  Energy—4.1%    
1,000 M Canadian Natural Resources, Ltd., 5.9%, 2018   1,167,705
500 M Canadian Oil Sands, Ltd., 7.75%, 2019 (a)   621,305
1,000 M ConocoPhillips, 5.75%, 2019   1,201,562
1,000 M DCP Midstream, LLC, 9.75%, 2019 (a)   1,332,721
500 M Energy Transfer Partners, LP, 8.5%, 2014   594,120
1,000 M Marathon Oil Corp., 7.5%, 2019   1,282,581
960 M Maritime & Northeast Pipeline, LLC, 7.5%, 2014 (a)   1,049,348
1,000 M   Nabors Industries, Inc., 5.375%, 2012   1,060,621

 

  47

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
September 30, 2010

 
Principal      
Amount     Security   Value
 
  Energy (continued)  
$ 1,000 M Nexen, Inc., 6.4%, 2037 $ 1,093,315
1,000 M Northern Border Partners, LP, 7.1%, 2011   1,025,430
1,000 M Shell International Finance BV, 3.25%, 2015   1,064,047
500 M Spectra Energy Capital, LLC, 6.2%, 2018   585,639
1,000 M Suncor Energy, Inc., 6.1%, 2018   1,172,354
1,000 M Valero Energy Corp., 9.375%, 2019   1,279,027
1,000  M    Weatherford International, Inc., 5.125%, 2020   1,024,264
 
          15,554,039
 
  Financial Services—2.4%    
1,000 M American Express Co., 7%, 2018   1,206,185
1,000 M Ameriprise Financial, Inc., 5.3%, 2020   1,106,927
1,000 M BlackRock, Inc., 5%, 2019   1,104,416
1,000 M Caterpillar Financial Services Corp., 5.85%, 2017   1,177,233
1,000 M CoBank, ACB, 7.875%, 2018 (a)   1,162,298
1,000 M General Electric Capital Corp., 5.625%, 2017   1,118,729
1,000 M Harley-Davidson Funding Corp., 5.75%, 2014 (a)   1,067,611
1,000 M   Prudential Financial Corp., 6%, 2017   1,130,244
 
          9,073,643
 
  Financials—2.9%    
1,000 M Barclays Bank, PLC, 5.125%, 2020   1,083,159
1,000 M Citigroup, Inc., 6.375%, 2014   1,111,432
1,000 M Goldman Sachs Group, Inc., 6.45%, 2036   1,006,082
1,000 M JPMorgan Chase & Co., 6%, 2018   1,143,691
1,000 M Merrill Lynch & Co., Inc., 5%, 2015   1,065,999
1,000 M Morgan Stanley, 5.3%, 2013   1,077,543
1,000 M Siemens Financieringsmaatschappij NV, 5.75%, 2016 (a)   1,178,992
1,000 M SunTrust Banks, Inc., 6%, 2017   1,084,616
1,000 M UBS AG, 5.875%, 2017   1,133,171
1,000 M   Wells Fargo & Co., 5.625%, 2017   1,140,695
 
          11,025,380
 
  Food/Beverage/Tobacco—2.8%    
1,000 M Altria Group, Inc., 9.7%, 2018   1,355,640
1,000 M Anheuser-Busch InBev Worldwide, Inc., 6.875%, 2019 (a)   1,246,694
1,000 M Bottling Group, LLC, 5.125%, 2019   1,149,557
1,000 M Bunge Limited Finance Corp., 5.35%, 2014   1,068,411
1,000 M ConAgra Foods, Inc., 5.875%, 2014   1,142,634
1,000 M   Corn Products International, Inc., 4.625%, 2020   1,025,012

 

48

 


 
Principal      
Amount     Security   Value
 
  Food/Beverage/Tobacco (continued)    
$ 1,000 M Diageo Capital, PLC, 5.75%, 2017 $ 1,181,950
1,000 M Dr. Pepper Snapple Group, Inc., 6.82%, 2018   1,239,140
1,000 M   Philip Morris International, Inc., 5.65%, 2018   1,172,656
 
          10,581,694
 
  Forest Products/Containers—.2%    
650 M   International Paper Co., 9.375%, 2019   844,560
 
  Health Care—1.3%    
1,000 M Biogen IDEC, Inc., 6.875%, 2018   1,175,176
1,000 M Novartis, 5.125%, 2019   1,150,110
1,000 M Pfizer, Inc., 6.2%, 2019   1,233,349
1,000 M   Roche Holdings, Inc., 6%, 2019 (a)   1,213,525
 
          4,772,160
 
  Information Technology—1.5%    
1,000 M Adobe Systems, Inc., 4.75%, 2020   1,078,420
1,000 M Dell, Inc., 5.875%, 2019   1,162,403
1,000 M International Business Machines Corp., 8.375%, 2019   1,400,327
1,000 M Pitney Bowes, Inc., 5%, 2015   1,081,107
1,000 M   Xerox Corp., 5.5%, 2012   1,064,429
 
          5,786,686
 
  Manufacturing—.9%    
1,000 M Ingersoll-Rand Global Holdings Co., 6.875%, 2018   1,216,174
1,000 M John Deere Capital Corp., 5.35%, 2018   1,160,798
1,000 M   Johnson Controls, Inc., 5%, 2020   1,101,100
 
          3,478,072
 
  Media-Broadcasting—1.6%    
1,000 M British Sky Broadcasting Group, PLC, 9.5%, 2018 (a)   1,367,521
1,000 M Comcast Corp., 5.15%, 2020   1,094,955
  Cox Communications, Inc.:    
500 M 5.5%, 2015   563,300
500 M 8.375%, 2039 (a)   673,379
1,000 M DirecTV Holdings, LLC, 7.625%, 2016   1,116,285
1,000 M   Time Warner Cable, Inc., 6.2%, 2013   1,127,270
 
          5,942,710

 

  49

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
September 30, 2010

 
Principal      
Amount     Security   Value
 
  Media-Diversified—.5%    
$ 1,000 M McGraw-Hill Cos., Inc., 5.9%, 2017 $ 1,131,235
500 M   News America, Inc., 5.3%, 2014   564,832
 
          1,696,067
 
  Metals/Mining—1.5%    
1,000 M Alcoa, Inc., 6.15%, 2020   1,030,040
1,000 M ArcelorMittal, 6.125%, 2018   1,083,178
1,000 M Newmont Mining Corp., 5.125%, 2019   1,120,707
1,000 M Rio Tinto Finance USA, Ltd., 6.5%, 2018   1,207,808
1,000 M   Vale Overseas, Ltd., 5.625%, 2019   1,107,416
 
           5,549,149
 
  Real Estate Investment Trusts—.6%    
1,000 M ProLogis, 7.625%, 2014   1,081,621
1,000 M   Simon Property Group, LP, 5.75%, 2015   1,140,022
 
          2,221,643
 
  Retail General Merchandise—.3%    
1,000 M   Home Depot, Inc., 5.875%, 2036   1,069,749
 
  Telecommunications—.9%    
1,000 M AT&T, Inc., 5.8%, 2019   1,194,068
800 M GTE Corp., 6.84%, 2018   949,734
1,000 M   Verizon Communications, Inc., 8.75%, 2018   1,362,827
 
          3,506,629
 
  Transportation—.2%    
500 M   GATX Corp., 8.75%, 2014   591,039
 
  Utilities—2.5%    
1,000 M Atmos Energy Corp., 8.5%, 2019   1,302,020
1,000 M Consolidated Edison Co. of New York, 7.125%, 2018   1,288,703
1,000 M E. ON International Finance BV, 5.8%, 2018 (a)   1,185,197
1,000 M Electricite de France SA, 6.5%, 2019 (a)   1,223,327
1,000 M Exelon Generation Co., LLC, 6.2%, 2017   1,174,095
649 M Great River Energy Co., 5.829%, 2017 (a)   729,376
1,000 M Ohio Power Co., 5.375%, 2021   1,143,115
1,000 M   Sempra Energy, 9.8%, 2019   1,396,322
 
          9,442,155

 

50

 


 
Principal      
Amount     Security   Value
 
  Waste Management—.3%    
$ 1,000 M    Allied Waste NA, Inc., 7.125%, 2016   $ 1,072,491
 
Total Value of Corporate Bonds (cost $92,529,361)   102,288,203
 
  RESIDENTIAL MORTGAGE-BACKED    
  SECURITIES—9.2%    
  Fannie Mae—5.5%    
10,294 M 5.5%, 5/1/2033 – 10/1/2039   11,028,217
5,752 M 6%, 5/1/2036 – 8/1/2037   6,206,214
1,879 M 6.5%, 11/1/2033 – 6/1/2036   2,067,489
1,259 M   7%, 3/1/2032 – 8/1/2032   1,450,355
 
          20,752,275
 
  Freddie Mac—3.7%    
1,000 M 4.5%, 9/1/2040   1,041,417
9,505 M 5.5%, 5/1/2038 – 1/1/2040   10,089,781
2,604 M   6%, 9/1/2032 – 5/1/2038   2,815,742
 
          13,946,940
 
Total Value of Residential Mortgage-Backed Securities (cost $33,311,174)   34,699,215
 
  MUNICIPAL BONDS—1.8%    
1,000 M Atlanta GA Wtr. & Wastewtr. Rev. Series “A”, 6%, 2029   1,130,320
1,000 M Lower Colorado River Auth. TX Rev., 5.5%, 2033   1,096,230
1,000 M Massachusetts St. Hlth. & Educ. Facs. Series “A”, 5%, 2034   1,109,260
1,000 M Minnesota State Ref. Various Purpose, Series “H”, 5%, 2029   1,140,500
1,000 M North Carolina State Pub. Impt. Series “A”, 5%, 2027   1,167,790
1,000 M Salt River Proj. AZ Agric. Impt. & Pwr. Dist. Elec. Sys.    
      Rev. Series “A”, 5%, 2029   1,113,100
 
Total Value of Municipal Bonds (cost $6,273,372)   6,757,200
 
  U.S. GOVERNMENT AGENCY    
  OBLIGATIONS—1.4%    
  Fannie Mae:    
1,000 M 2.5%, 2014   1,050,340
1,000 M 1.625%, 2015   1,000,815
1,000 M   Federal Farm Credit Bank, 1.75%, 2013   1,022,483

 

  51

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
September 30, 2010

 
Principal      
Amount     Security     Value
 
  Tennessee Valley Authority:    
$ 1,000 M 4.375%, 2015   $ 1,128,768
1,000 M   4.5%, 2018     1,147,366
 
Total Value of U.S. Government Agency Obligations (cost $5,038,720)   5,349,772
 
  U.S. GOVERNMENT FDIC    
  GUARANTEED DEBT—.3%    
  Financials    
1,000 M   Citigroup Funding, Inc., 1.875%, 2012 (cost $1,002,718)   1,026,034
 
  SHORT-TERM CORPORATE NOTES—1.4%  
  Money Market Fund    
5,300 M First Investors Cash Reserve Fund, .22%    
      (cost $5,300,000) (b)     5,300,000
 
Total Value of Investments (cost $340,372,623) 100.6 % 379,977,807
Excess of Liabilities Over Other Assets (.6 )  (2,152,819)
 
Net Assets       100.0 % $377,824,988

 

* Non-income producing

(a) Security exempt from registration under Rule 144A of Securities Act of 1933 (see Note 4).

(b) Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:
 
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

52

 


The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks $ 224,557,383 $ — $ — $ 224,557,383
Corporate Bonds — 102,288,203   — 102,288,203
Residential Mortgage-Backed            
Securities —   34,699,215   — 34,699,215
Municipal Bonds —   6,757,200   — 6,757,200
U.S. Government Agency            
Obligations —   5,349,772   — 5,349,772
U.S. Government FDIC            
Guaranteed Debt —   1,026,034   — 1,026,034
Money Market Fund   5,300,000   —   —   5,300,000
Total Investments in Securities* $ 229,857,383 $  150,120,424 $ — $ 379,977,807

 

* The Portfolio of Investments provides information on the industry categorization for common stocks and corporate bonds.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

See notes to financial statements 53

 


Portfolio Manager’s Letter
VALUE FUND

Dear Investor:

This is the annual report for the First Investors Value Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 9.8% for Class A shares and 9.0% for Class B shares, including dividends of 9.3 cents per share on Class A shares and 4.9 cents per share on Class B shares.

During the review period, the equity markets settled into a more stable pattern of positive results, boosted by a slowly improving economy. The Fund’s returns reflected that performance. However, the markets remained highly susceptible to short-term headlines, creating periods of high volatility. The environment remained more macro driven, as the Federal Reserve, the Obama administration and Congress continued to be aggressively involved in economic affairs, proposing new regulations and increasing government oversight of businesses. Many of those actions have taken a negative tone, which hurt certain sectors, including health care and financials.

The materials sector provided the highest return for the Fund, as its holdings in companies such as chemical giant DuPont and packaging companies Sonoco Products and Bemis led the way. Consumer staples was also an area of strength for the Fund reflecting good performance from packaged food companies like Sara Lee and Kraft Foods, as well as Ruddick, which operates the Harris & Teeter grocery chain in the southeast U.S. Other holdings that were among the most positive contributors for the review period included discount retailer Family Dollar Stores and communications giant Verizon Communications.

On a relative basis, the financials sector was the Fund’s top performer. The financials sector was the only major sector of the S&P 500 Index to generate a negative return during the review period. The Fund’s holdings in the sector, however, managed to turn in a positive return due to holdings in companies such as insurer Erie Indemnity, insurer and asset manager Ameriprise Financial, and real estate investment trusts Plum Creek Timber and First Potomac Realty.

The information technology sector was the Fund’s weakest sector on a relative basis compared with the S&P 500 Index. While part of the reason was that the Fund did not own several high-flying momentum stocks that are part of the S&P 500 Index, it also reflected poor performance from holdings such as mobile phone maker Nokia and semiconductor producer Intersil.

The Fund benefited from its multi-cap approach during the review period, as small-and mid-cap stocks performed better than large caps. The Fund carries a lower weighting in large caps than does the Index.

54

 


Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.

Sincerely,


  55 

 


Fund Expenses (unaudited)
VALUE FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $990.72 $6.94
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.10 $7.03
 
Expense Example – Class B Shares      
Actual $1,000.00 $986.97 $10.41
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.59 $10.56

 

* Expenses are equal to the annualized expense ratio of 1.39% for Class A shares and 2.09% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

56

 


Cumulative Performance Information (unaudited)
VALUE FUND

Comparison of change in value of $10,000 investment in the First Investors Value Fund (Class A shares) and the Standard & Poor’s 500 Index.


The graph compares a $10,000 investment in the First Investors Value Fund (Class A shares) beginning 9/30/00 with a theoretical investment in the Standard & Poor’s 500 Index (the “Index”). The Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of such stocks, which represent all major industries. It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02 the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Standard & Poor’s and all other figures are from First Investors Management Company, Inc.

  57

 


Portfolio of Investments
VALUE FUND
September 30, 2010

 
 
Shares     Security   Value
 
  COMMON STOCKS—95.5%    
  Consumer Discretionary—12.1%  
132,600 American Eagle Outfitters, Inc. $ 1,983,696
50,400 Best Buy Company, Inc.   2,057,832
38,800 Bob Evans Farms, Inc.   1,089,116
52,100 Carnival Corporation   1,990,741
76,800 Cinemark Holdings, Inc.   1,236,480
101,400 Comcast Corporation – Special Shares “A”   1,724,814
40,300 Fortune Brands, Inc.   1,983,969
57,000 Genuine Parts Company   2,541,630
126,600 H&R Block, Inc.   1,639,470
71,700 Home Depot, Inc.   2,271,456
78,700 J.C. Penney Company, Inc.   2,139,066
119,300 Lowe’s Companies, Inc.   2,659,197
88,100 Macy’s, Inc.   2,034,229
26,900 McDonald’s Corporation   2,004,319
83,400 Newell Rubbermaid, Inc.   1,485,354
35,900 Omnicom Group, Inc.   1,417,332
128,400 * Ruby Tuesday, Inc.   1,524,108
126,000 Stage Stores, Inc.   1,638,000
88,900 Staples, Inc.   1,859,788
64,633 Time Warner, Inc.   1,981,001
113,400 Walt Disney Company   3,754,674
32,620     Wyndham Worldwide Corporation   896,071
 
          41,912,343
 
  Consumer Staples—17.8%    
60,400 Archer-Daniels-Midland Company   1,927,968
88,800 Avon Products, Inc.   2,851,368
27,700 Clorox Company   1,849,252
74,600 Coca-Cola Company   4,365,592
74,500 ConAgra Foods, Inc.   1,634,530
47,800 Costco Wholesale Corporation   3,082,622
68,800 CVS/Caremark Corporation   2,165,136
54,500 Diageo, PLC (ADR)   3,761,045
44,300 H.J. Heinz Company   2,098,491
48,400 Hershey Corporation   2,303,356
73,100 Kimberly-Clark Corporation   4,755,155
169,700 Kraft Foods, Inc. – Class “A”   5,236,942
92,200 Kroger Company   1,997,052
64,700 Lance, Inc.   1,378,110
28,600     McCormick & Company, Inc.   1,202,344

 

58

 


 
Shares     Security   Value
 
  Consumer Staples (continued)    
79,013 PepsiCo, Inc. $ 5,249,624
79,600 Philip Morris International, Inc.   4,459,192
26,600 Procter & Gamble Company   1,595,202
57,450 Safeway, Inc.   1,215,642
88,000 Walgreen Company   2,948,000
104,800     Wal-Mart Stores, Inc.   5,608,896
 
          61,685,519
 
  Energy—8.2%    
58,917 Chevron Corporation   4,775,223
69,700 ConocoPhillips   4,002,871
40,300 Devon Energy Corporation   2,609,022
31,300 Diamond Offshore Drilling, Inc.   2,121,201
54,500 ExxonMobil Corporation   3,367,555
27,700 Hess Corporation   1,637,624
105,600 Marathon Oil Corporation   3,495,360
62,700 Royal Dutch Shell, PLC – Class “A” (ADR)   3,780,810
60,000     Tidewater, Inc.   2,688,600
 
          28,478,266
 
  Financials—14.0%    
38,300 ACE, Ltd.   2,230,975
54,300 Allstate Corporation   1,713,165
42,700 Ameriprise Financial, Inc.   2,020,991
45,200 Aspen Insurance Holdings, Ltd.   1,368,656
147,800 Bank Mutual Corporation   767,082
130,887 Bank of America Corporation   1,715,929
97,728 Bank of New York Mellon Corporation   2,553,633
42,403 Capital One Financial Corporation   1,677,039
48,656 Chubb Corporation   2,772,905
65,847 Cincinnati Financial Corporation   1,899,686
47,700 Comerica, Inc.   1,772,055
40,200 EMC Insurance Group, Inc.   857,064
85,900 First Potomac Realty Trust (REIT)   1,288,500
95,800 FirstMerit Corporation   1,755,056
136,600 Hudson City Bancorp, Inc.   1,674,716
33,600 IBERIABANK Corporation   1,679,328
91,900 Invesco, Ltd.   1,951,037
216,600 Investors Real Estate Trust (REIT)   1,815,108
103,100 JPMorgan Chase & Company   3,925,017
63,500     Morgan Stanley   1,567,180

 

  59

 


Portfolio of Investments (continued)
VALUE FUND
September 30, 2010

 
 
Shares     Security   Value
 
  Financials (continued)    
136,100 NewAlliance Bancshares, Inc. $ 1,717,582
145,300 People’s United Financial, Inc.   1,901,977
31,900 PNC Financial Services Group, Inc.   1,655,929
59,800 Protective Life Corporation   1,301,248
53,000 Tower Group, Inc.   1,237,550
103,000 Wells Fargo & Company   2,588,390
118,400     Westfield Financial, Inc.   923,520
 
          48,331,318
 
  Health Care—8.7%    
105,800 Abbott Laboratories   5,526,992
42,800 Baxter International, Inc.   2,041,988
23,500 Becton, Dickinson & Company   1,741,350
18,200 Covidien, PLC   731,458
62,500 GlaxoSmithKline, PLC (ADR)   2,470,000
97,900 Johnson & Johnson   6,065,884
70,600 Medtronic, Inc.   2,370,748
59,911 Merck & Company. Inc.   2,205,324
57,100 Novartis AG (ADR)   3,292,957
205,900     Pfizer, Inc.   3,535,303
 
          29,982,004
 
  Industrials—11.8%    
38,600 3M Company   3,347,006
39,500 ABM Industries, Inc.   852,805
31,500 Alexander & Baldwin, Inc.   1,097,460
33,600 * Armstrong World Industries, Inc.   1,394,736
50,400 Avery Dennison Corporation   1,870,848
27,600 Baldor Electric Company   1,115,040
58,800 Con-way, Inc.   1,822,212
60,200 Curtiss-Wright Corporation   1,824,060
51,500 Dover Corporation   2,688,815
55,400 Equifax, Inc.   1,728,480
45,100 General Dynamics Corporation   2,832,731
156,800 General Electric Company   2,548,000
75,500 Honeywell International, Inc.   3,317,470
57,900 Illinois Tool Works, Inc.   2,722,458
59,500 ITT Corporation   2,786,385
23,500 Lockheed Martin Corporation   1,675,080
51,600     Pitney Bowes, Inc.   1,103,208

 

60

 


 
Shares     Security   Value
 
  Industrials (continued)    
47,800 Textainer Group Holdings, Ltd. $ 1,278,172
36,075 Tyco International, Ltd.   1,325,035
50,400     United Parcel Service, Inc. – Class “B”   3,361,176
 
          40,691,177
 
  Information Technology—8.9%    
83,700 Automatic Data Processing, Inc.   3,517,911
76,400 AVX Corporation   1,055,848
62,265 Bel Fuse, Inc. – Class “B”   1,296,357
56,900 * Electronic Arts, Inc.   934,867
91,800 Hewlett-Packard Company   3,862,026
83,700 Intel Corporation   1,609,551
140,100 Intersil Corporation – Class “A”   1,637,769
58,225 Methode Electronics, Inc.   528,683
174,200 Microsoft Corporation   4,266,158
86,800 Molex, Inc.   1,816,724
121,500 National Semiconductor Corporation   1,551,555
132,300 Nokia Corporation – Class “A” (ADR)   1,326,969
47,700 QUALCOMM, Inc.   2,152,224
72,000 Texas Instruments, Inc.   1,954,080
51,275 Tyco Electronics, Ltd.   1,498,255
100,600     Western Union Company   1,777,602
 
          30,786,579
 
  Materials—5.4%    
10,900 Air Products & Chemicals, Inc.   902,738
76,200 Alcoa, Inc.   922,782
91,800 Bemis Company, Inc.   2,914,650
22,600 Compass Minerals International, Inc.   1,731,612
109,100 Dow Chemical Company   2,995,886
78,500 DuPont (E.I.) de Nemours & Company   3,502,670
107,500 Glatfelter   1,307,200
13,500 H.B. Fuller Company   268,245
26,800 PPG Industries, Inc.   1,951,040
62,300     Sonoco Products Company   2,083,312
 
          18,580,135

 

  61

 


Portfolio of Investments (continued)
VALUE FUND
September 30, 2010

 
Shares or      
Principal      
Amount     Security     Value
 
  Telecommunication Services—4.1%    
172,830 AT&T, Inc.   $ 4,942,938
29,045 CenturyTel, Inc.   1,146,116
23,900 Telephone & Data Systems, Inc.   783,920
47,000 Telephone & Data Systems, Inc. – Special Shares 1,332,450
189,128     Verizon Communications, Inc.     6,163,681
 
            14,369,105
 
  Utilities—4.5%    
50,900 American Electric Power Company, Inc.   1,844,107
48,700 Duke Energy Corporation   862,477
73,650 MDU Resources Group, Inc.   1,469,317
43,600 NextEra Energy, Inc.   2,371,404
130,300 NiSource, Inc.   2,267,220
36,800 ONEOK, Inc.   1,657,472
87,600 Portland General Electric Company   1,776,528
56,300 Southwest Gas Corporation   1,891,117
61,700     Vectren Corporation     1,596,179
 
            15,735,821
 
Total Value of Common Stocks (cost $308,046,497)     330,552,267
 
  PREFERRED STOCKS—.4%    
  Telecommunication Services    
49,500     AT&T, Inc., 6.375%, 2056 (cost $1,235,523)     1,343,925
 
  SHORT-TERM INVESTMENTS—4.0%  
  Money Market Fund    
$ 13,780 M First Investors Cash Reserve Fund, .22%    
      (cost $13,780,000)**     13,780,000
 
Total Value of Investments (cost $323,062,020) 99.9 % 345,676,192
Other Assets, Less Liabilities .1   182,201
 
Net Assets       100.0 % $345,858,393

 

62

 


* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:

ADR American Depositary Receipts

REIT Real Estate Investment Trust

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks $ 330,552,267 $ — $ — $ 330,552,267
Preferred Stocks 1,343,925   —   — 1,343,925
Money Market Fund   13,780,000   —   —   13,780,000
Total Investments in Securities* $ 345,676,192 $ — $ — $ 345,676,192

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

See notes to financial statements 63

 


Portfolio Manager’s Letter
BLUE CHIP FUND

Dear Investor:

This is the annual report for the First Investors Blue Chip Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 6.4% for Class A shares and 5.6% for Class B shares, including dividends of 19.7 cents per share on Class A shares and 7.0 cents per share on Class B shares.

During the review period, the equity markets settled into a more stable pattern of positive results, boosted by a slowly improving economy. The Fund’s returns reflected that performance. However, the markets remained highly susceptible to short-term headlines, creating periods of high volatility. The environment remained more macro driven, as the Federal Reserve, the Obama administration and Congress continued to be aggressively involved in economic affairs, proposing new regulations and increasing government oversight of businesses. Many of these actions have taken a negative tone, which hurt certain sectors, including health care and financials.

The Fund’s return lagged the S&P 500 Index during the review period, as its holdings in the information technology and consumer discretionary sectors failed to keep pace. To a large degree, it reflected the Fund’s discipline of not chasing high-flying stocks without regard to their valuation. In addition, shares in holdings such as mobile phone maker Nokia, software giant Microsoft, and desktop publishing software developer Adobe Systems detracted from performance. And while the Fund benefited from a 50% gain in Apple, its weighting was roughly half of its weight in the benchmark Index. Within consumer discretionary, holdings in shares of tax preparation firm H&R Block and retailers such as Kohl’s and Staples performed poorly and caused the Fund to lag in the sector relative to the S&P 500 Index. Similar to technology, the Fund was also underexposed to many momentum stocks that drove the performance of the Index.

Another headwind faced by the Fund is that it focuses primarily on the large-cap sector of the market, which has generally not kept up with mid- and small-cap stocks. The Fund had a greater percentage of large-cap holdings than the S&P 500 Index.

Relative to the S&P 500 Index, the financials sector was the top performer for the Fund. The financials sector was the only major sector of the S&P 500 Index to generate a negative return during the review period. The Fund’s holdings in the sector, however, managed to turn in a slightly positive return due to solid performance by companies such as insurer and asset manager Ameriprise Financial, Warren Buffett’s Berkshire Hathaway, and American Express.

64

 


Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.

Sincerely,


65


Fund Expenses (unaudited)
BLUE CHIP FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $966.86 $7.25
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,017.70 $7.44
 
Expense Example – Class B Shares      
Actual $1,000.00 $963.46 $10.68
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.19 $10.96

 

* Expenses are equal to the annualized expense ratio of 1.47% for Class A shares and 2.17% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

66

 


Cumulative Performance Information (unaudited)
BLUE CHIP FUND

Comparison of change in value of $10,000 investment in the First Investors Blue Chip Fund (Class A shares) and the Standard & Poor’s 500 Index.


The graph compares a $10,000 investment in the First Investors Blue Chip Fund (Class A shares) beginning 9/30/00 with a theoretical investment in the Standard & Poor’s 500 Index (the “Index”). The Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of such stocks, which represent all major industries. It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for Five Years and Ten Years would have been (1.47%) and (3.65%), respectively. The Class B “S.E.C. Standardized” Average Annual Total Return for Five Years and Ten Years would have been (1.39%) and (3.58%), respectively. Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Standard & Poor’s and all other figures are from First Investors Management Company, Inc.

  67

 


Portfolio of Investments
BLUE CHIP FUND
September 30, 2010

 
 
Shares     Security   Value
 
  COMMON STOCKS—99.2%    
  Consumer Discretionary—9.1%    
56,800 Best Buy Company, Inc. $ 2,319,144
173,850 Comcast Corporation – Special Class “A”   2,957,189
147,400 H&R Block, Inc.   1,908,830
81,000 Home Depot, Inc.   2,566,080
48,300 * Kohl’s Corporation   2,544,444
177,100 Lowe’s Companies, Inc.   3,947,559
29,100 McDonald’s Corporation   2,168,241
52,800 Omnicom Group, Inc.   2,084,544
114,700 Staples, Inc.   2,399,524
57,500 Target Corporation   3,072,800
88,133 Time Warner, Inc.   2,701,276
64,400 Viacom, Inc. – Class “B”   2,330,636
109,100     Walt Disney Company   3,612,301
 
          34,612,568
 
  Consumer Staples—15.7%    
80,600 Avon Products, Inc.   2,588,066
41,515 Clorox Company   2,771,542
98,100 Coca-Cola Company   5,740,812
46,900 Costco Wholesale Corporation   3,024,581
128,000 CVS Caremark Corporation   4,028,160
38,300 Kellogg Company   1,934,533
73,900 Kimberly-Clark Corporation   4,807,195
128,024 Kraft Foods, Inc. – Class “A”   3,950,821
97,200 Kroger Company   2,105,352
116,000 PepsiCo, Inc.   7,707,040
88,500 Philip Morris International, Inc.   4,957,770
91,960 Procter & Gamble Company   5,514,841
115,000 Walgreen Company   3,852,500
127,230     Wal-Mart Stores, Inc.   6,809,350
 
          59,792,563
 
  Energy—10.5%    
102,000 Chevron Corporation   8,267,100
89,870 ConocoPhillips   5,161,234
48,500 Devon Energy Corporation   3,139,890
167,100 ExxonMobil Corporation   10,325,109
59,890 Halliburton Company   1,980,562
35,200     Hess Corporation   2,081,024

 

68

 


 
Shares     Security   Value
 
  Energy (continued)    
82,900 Marathon Oil Corporation $ 2,743,990
65,900 Noble Corporation   2,226,761
65,100     Schlumberger, Ltd.   4,010,811
 
          39,936,481
 
  Financials—13.3%    
52,400 ACE, Ltd.   3,052,300
60,700 Allstate Corporation   1,915,085
88,800 American Express Company   3,732,264
70,500 Ameriprise Financial, Inc.   3,336,765
170,236 Bank of America Corporation   2,231,794
147,587 Bank of New York Mellon Corporation   3,856,448
50,600 Capital One Financial Corporation   2,001,230
50,700 Chubb Corporation   2,889,393
170,800 Hudson City Bancorp, Inc.   2,094,008
173,668 JPMorgan Chase & Company   6,611,541
89,500 Marsh & McLennan Companies, Inc.   2,158,740
56,000 MetLife, Inc.   2,153,200
84,600 Morgan Stanley   2,087,928
46,400 Northern Trust Corporation   2,238,336
75,100 State Street Corporation   2,828,266
57,700 Travelers Companies, Inc.   3,006,170
86,500 U.S. Bancorp   1,870,130
106,500     Wells Fargo & Company   2,676,345
 
          50,739,943
 
  Health Care—15.9%    
122,600 Abbott Laboratories   6,404,624
69,900 * Amgen, Inc.   3,852,189
69,800 Bristol-Myers Squibb Company   1,892,278
30,600 C.R. Bard, Inc.   2,491,758
49,100 Covidien, PLC   1,973,329
54,400 * Gilead Sciences, Inc.   1,937,184
169,200 Johnson & Johnson   10,483,632
41,400 * Life Technologies Corp.   1,932,966
26,800 McKesson Corporation   1,655,704
104,300 Medtronic, Inc.   3,502,394
97,000 Merck & Company. Inc.   3,570,570
77,300 Novartis AG (ADR)   4,457,891
354,078 Pfizer, Inc.   6,079,519
39,100     Quest Diagnostics, Inc.   1,973,377

 

  69

 


Portfolio of Investments (continued)
BLUE CHIP FUND
September 30, 2010

 
Shares     Security   Value
 
  Health Care (continued)    
61,100 * St. Jude Medical, Inc. $ 2,403,674
39,500 Teva Pharmaceutical Industries, Ltd. (ADR)   2,083,625
41,450 * Thermo Fisher Scientific, Inc.   1,984,626
37,600   * Zimmer Holdings, Inc.   1,967,608
 
          60,646,948
 
  Industrials—11.1%    
43,400 3M Company   3,763,214
37,100 Emerson Electric Company   1,953,686
385,300 General Electric Company   6,261,125
65,900 Honeywell International, Inc.   2,895,646
43,500 Illinois Tool Works, Inc.   2,045,370
79,800 Ingersoll-Rand, PLC   2,849,658
68,300 ITT Corporation   3,198,489
44,900 Lockheed Martin Corporation   3,200,472
37,600 Northrop Grumman Corporation   2,279,688
46,500 Raytheon Company   2,125,515
64,300 Republic Services, Inc.   1,960,507
67,475 Tyco International, Ltd.   2,478,357
36,600 United Parcel Service, Inc. – Class “B”   2,440,854
65,500     United Technologies Corporation   4,665,565
 
          42,118,146
 
  Information Technology—17.4%    
186,900 Activision Blizzard, Inc.   2,022,258
84,300 * Adobe Systems, Inc.   2,204,445
16,900 * Apple, Inc.   4,795,375
49,000 Automatic Data Processing, Inc.   2,059,470
97,500 CA, Inc.   2,059,200
275,200 * Cisco Systems, Inc.   6,026,880
136,425 * EMC Corporation   2,770,792
135,000 Hewlett-Packard Company   5,679,450
281,700 Intel Corporation   5,417,091
42,900 International Business Machines Corporation   5,754,606
506,345 Microsoft Corporation   12,400,389
174,000 Oracle Corporation   4,671,900
79,270     QUALCOMM, Inc.   3,576,662

 

70

 


 
Shares or      
Principal      
Amount     Security     Value
 
  Information Technology (continued)    
131,900 * Symantec Corporation   $ 2,000,923
99,600 Texas Instruments, Inc.   2,703,144
131,900     Western Union Company     2,330,673
 
            66,473,258
 
  Materials—1.4%    
91,200 Dow Chemical Company   2,504,352
66,300     DuPont (E.I.) de Nemours & Company     2,958,306
 
            5,462,658
 
  Telecommunication Services—3.4%    
201,300 AT&T, Inc.   5,757,180
215,200     Verizon Communications, Inc.     7,013,368
 
            12,770,548
 
  Utilities—1.4%    
62,500 American Electric Power, Inc.   2,264,375
58,300     NextEra Energy, Inc.     3,170,937
 
            5,435,312
 
Total Value of Common Stocks (cost $307,043,743)     377,988,425
 
  SHORT-TERM INVESTMENTS—.9%    
  Money Market Fund    
$ 3,295 M First Investors Cash Reserve Fund, .22%    
      (cost $3,295,000)**     3,295,000
 
Total Value of Investments (cost $310,338,743) 100.1 % 381,283,425
Excess of Liabilities Over Other Assets (.1 ) (203,814)
 
Net Assets       100.0 % $381,079,611

 

  71

 


Portfolio of Investments (continued)
BLUE CHIP FUND
September 30, 2010

* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:

ADR American Depositary Receipts

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks $ 377,988,425 $ — $ — $ 377,988,425
Money Market Fund   3,295,000   —   —   3,295,000
Total Investments in Securities* $ 381,283,425 $ — $ — $ 381,283,425

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

72 See notes to financial statements

 


Portfolio Manager’s Letter
GROWTH & INCOME FUND

Dear Investor:

This is the annual report for the First Investors Growth & Income Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 9.0% for Class A shares and 8.2% for Class B shares, including dividends of 7.1 cents per share on Class A shares and .3 cents per share on B shares.

During the review period, the equity markets settled into a more stable pattern of positive results, boosted by a slowly improving economy. The Fund’s returns reflected that performance. However, the markets remained highly susceptible to short-term headlines, creating periods of high volatility. The environment remained more macro driven, as the Federal Reserve, the Obama administration and Congress continued to be aggressively involved in economic affairs, proposing new regulations and increasing government oversight of businesses. Many of these actions were perceived as being negative for business, impacting whole sectors or industries. Industries such as health care, energy, financials and education were greatly impacted by governmental initiatives, and saw their share prices affected during the period.

The Fund’s weightings in consumer staples and industrials increased throughout the year, as these sectors demonstrated solid growth in earnings and benefited from cost control programs. Overall stock selection and weightings benefited the Fund’s relative performance most notably within these sectors. Additionally, better stock selection also aided investments within utilities and materials.

Notable individual performers within consumer staples included shares of direct seller of beauty products and nutriceuticals Nu Skin Enterprises, spice and flavorings maker McCormick, and tobacco giant Altria Group. The Fund also benefited from the take-over of small-cap personal products maker Chattem by French pharmaceutical giant Sanofi-Aventis. Within industrials, shares of Honeywell, United Technologies, 3M, and Caterpillar were the top larger-cap companies. The overall top performers were two investments in ocean freight container leasing companies, TAL International and Tex-tainer Group Holdings, which benefited from a strong resurgence of global commerce, positively impacting their pricing and utilization.

The Fund remained underweight in the volatile energy sector, as natural gas remained plentiful and its pricing reflected that fact by dropping 30% since the beginning of 2010. Oil had its own volatile year, but remained only modestly above last year’s price levels. However, the energy sector performed well during the period and our relative underweight and poor stock selection hurt results. The Fund’s investments within technology also impacted results. Poor stock selection in the Fund’s larger-cap, longer-term holdings, such as Cisco Systems, Nokia, Hewlett Packard and Microsoft,

  73

 


Portfolio Manager’s Letter (continued)
GROWTH & INCOME FUND

hurt performance. In addition, a slowdown in government procurement impacted the results of the Fund’s investments in defense-related IT services firms.

The strength of “growth” investments over “value” also influenced the Fund’s return during the period. With the Fund’s strategy, valuation metrics tend to be important in our process, as we have followed a “growth at a reasonable price” philosophy. The stocks owned by the Fund therefore have tended to have a more “value” bias recently, and we were negatively impacted by the market’s shift toward growth. Additionally, shares of dividend-paying issues also lagged. This detracted from the Fund’s performance, since it has a policy of investing in dividend-paying stocks, and therefore had more than 75% of its portfolio invested in dividend-paying companies.

The Fund maintained a diverse market capitalization allocation during the period, ending with 58% large cap, 14% mid cap and 28% small cap, according to Lipper’s market capitalization ranges. This is consistent with the Fund’s long-term strategy. While the large-cap segment underperformed the benchmark, the mid- and small-cap components delivered better relative results.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.


74 

 


Fund Expenses (unaudited)
GROWTH & INCOME FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $969.05 $6.86
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.10 $7.03
 
Expense Example – Class B Shares      
Actual $1,000.00 $964.51 $10.29
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.59 $10.56

 

* Expenses are equal to the annualized expense ratio of 1.39% for Class A shares and 2.09% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

  75

 

 

Cumulative Performance Information (unaudited)
GROWTH & INCOME FUND

Comparison of change in value of $10,000 investment in the First Investors Growth & Income Fund (Class A shares) and the Standard & Poor’s 500 Index.


The graph compares a $10,000 investment in the First Investors Growth & Income Fund (Class A shares) beginning 9/30/00 with a theoretical investment in the Standard & Poor’s 500 Index (the “Index”). The Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of such stocks, which represent all major industries. It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02 the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Standard & Poor’s and all other figures are from First Investors Management Company, Inc.

76

 


Portfolio of Investments
GROWTH & INCOME FUND
September 30, 2010

 
Shares     Security   Value
 
  COMMON STOCKS—96.0%    
  Consumer Discretionary—15.3%    
195,000 American Greetings Corporation – Class “A” $ 3,625,050
135,000 * Big Lots, Inc.   4,488,750
120,000 * BorgWarner, Inc.   6,314,400
168,300 Brown Shoe Company, Inc.   1,930,401
275,000 CBS Corporation – Class “B”   4,361,500
80,000 * CEC Entertainment, Inc.   2,746,400
70,000 Coach, Inc.   3,007,200
160,000 * GameStop Corporation – Class “A”   3,153,600
75,000 Guess?, Inc.   3,047,250
390,000 H&R Block, Inc.   5,050,500
160,000 Home Depot, Inc.   5,068,800
125,000 Limited Brands, Inc.   3,347,500
259,000 * Lincoln Educational Services Corporation   3,732,190
85,000 McDonald’s Corporation   6,333,350
445,000 * Morgans Hotel Group Company   3,257,400
400,000 Newell Rubbermaid, Inc.   7,124,000
25,000 NIKE, Inc. – Class “B”   2,003,500
450,000 * Ruby Tuesday, Inc.   5,341,500
128,000 * Steiner Leisure, Ltd.   4,876,800
631,800 Stewart Enterprises, Inc. – Class “A”   3,405,402
140,000 * TRW Automotive Holdings Corporation   5,818,400
140,000 Tupperware Brands Corporation   6,406,400
200,000     Wyndham Worldwide Corporation   5,494,000
 
          99,934,293
 
  Consumer Staples—12.4%    
420,000 Altria Group, Inc.   10,088,400
100,000 Avon Products, Inc.   3,211,000
135,000 Coca-Cola Company   7,900,200
200,000 CVS Caremark Corporation   6,294,000
60,000 * Dole Food Company, Inc.   549,000
40,000 Kellogg Company   2,020,400
160,000 Lance, Inc.   3,408,000
95,000 McCormick & Company, Inc.   3,993,800
250,000 Nu Skin Enterprises, Inc. – Class “A”   7,200,000
76,000 PepsiCo, Inc.   5,049,440
225,000 Philip Morris International, Inc.   12,604,500
90,562     Procter & Gamble Company   5,431,003

 

  77

 


Portfolio of Investments (continued)
GROWTH & INCOME FUND
September 30, 2010

 
Shares     Security   Value
 
  Consumer Staples (continued)    
42,913 Tootsie Roll Industries, Inc. $ 1,067,675
140,000 Walgreen Company   4,690,000
146,250     Wal-Mart Stores, Inc.   7,827,300
 
          81,334,718
 
  Energy—6.7%    
58,046 Anadarko Petroleum Corporation   3,311,524
87,750 ConocoPhillips   5,039,483
75,000 Ensco, PLC (ADR)   3,354,750
135,490 ExxonMobil Corporation   8,371,927
6,920 Hugoton Royalty Trust   138,331
76,519 Marathon Oil Corporation   2,532,779
182,700 Noble Corporation   6,173,433
78,000 Sasol, Ltd. (ADR)   3,493,620
237,900 Suncor Energy, Inc.   7,743,645
53,208   * Transocean, Ltd.   3,420,742
 
          43,580,234
 
  Financials—12.1%    
50,700 American Express Company   2,130,921
135,000 Ameriprise Financial, Inc.   6,389,550
210,600 Brookline Bancorp, Inc.   2,101,788
63,745 Capital One Financial Corporation   2,521,115
97,500 Discover Financial Services   1,626,300
400,000 Financial Select Sector SPDR Fund (ETF)   5,740,000
175,500 First Mercury Financial Corporation   1,769,040
275,000 FirstMerit Corporation   5,038,000
390,000 Hudson City Bancorp, Inc.   4,781,400
40,000 IBERIABANK Corporation   1,999,200
130,000 Invesco, Ltd.   2,759,900
173,062 JPMorgan Chase & Company   6,588,470
165,750 Morgan Stanley   4,090,710
450,000 New York Community Bancorp, Inc.   7,312,500
265,000 NewAlliance Bancshares, Inc.   3,344,300
200,000 SPDR KBW Regional Banking (ETF)   4,582,000
35,000 SPDR S&P 500 Trust (ETF)   3,994,200
357,666    * Sunstone Hotel Investors, Inc. (REIT)   3,244,031

 

78

 


 
Shares     Security   Value
 
  Financials (continued)    
100,000 U.S. Bancorp $ 2,162,000
224,100 Urstadt Biddle Properties – Class “A” (REIT)   4,051,728
110,450     Wells Fargo & Company   2,775,609
 
          79,002,762
 
  Health Care—9.5%    
155,000 Abbott Laboratories   8,097,200
45,532 * Amgen, Inc.   2,509,269
55,000 Baxter International, Inc.   2,624,050
85,000 * Genzyme Corporation   6,017,150
120,000 * Gilead Sciences, Inc.   4,273,200
170,625 Johnson & Johnson   10,571,925
23,500 * Laboratory Corporation of America Holdings   1,843,105
80,000 Medtronic, Inc.   2,686,400
97,500 Merck & Company. Inc.   3,588,975
414,375 Pfizer, Inc.   7,114,819
35,000 * PSS World Medical, Inc.   748,300
121,875 Sanofi-Aventis (ADR)   4,052,344
65,000 * St. Jude Medical, Inc.   2,557,100
105,000   * Thermo Fisher Scientific, Inc.   5,027,400
          61,711,237
 
  Industrials—16.2%    
90,000 3M Company   7,803,900
82,485 Alexander & Baldwin, Inc.   2,873,777
129,382 * Altra Holdings, Inc.   1,905,797
175,000 * Armstrong World Industries, Inc.   7,264,250
82,400 Baldor Electric Company   3,328,960
70,000 Caterpillar, Inc.   5,507,600
175,500 * Chicago Bridge & Iron Company NV – NY Shares   4,290,975
78,600 * Esterline Technologies Corporation   4,498,278
145,000 * Generac Holdings, Inc.   1,977,800
124,075 General Electric Company   2,016,219
136,500 Honeywell International, Inc.   5,997,810
134,275 IDEX Corporation   4,768,105
55,000 Lockheed Martin Corporation   3,920,400
176,150 * Mobile Mini, Inc.   2,702,141
60,000 Northrop Grumman Corporation   3,637,800
224,538 * PGT, Inc.   511,947
96,743 * Pinnacle Airlines Corporation   525,315
75,000     Raytheon Company   3,428,250

 

  79

 


Portfolio of Investments (continued)
GROWTH & INCOME FUND
September 30, 2010

 
Shares     Security   Value
 
  Industrials (continued)    
98,900 Republic Services, Inc. $ 3,015,461
125,000 Snap-on, Inc.   5,813,750
401,500 TAL International Group, Inc.   9,724,330
192,300 Textainer Group Holdings, Ltd.   5,142,102
210,000 Tyco International, Ltd.   7,713,300
100,000     United Technologies Corporation   7,123,000
 
          105,491,267
 
  Information Technology—15.9%    
160,000 * Avago Technologies, Ltd.   3,601,600
450,000 * Brocade Communications Systems, Inc.   2,628,000
68,000 * CACI International, Inc. – Class “A”   3,077,680
300,000 * Cisco Systems, Inc.   6,570,000
361,725 * EMC Corporation   7,346,635
150,000 Hewlett-Packard Company   6,310,500
180,375 Intel Corporation   3,468,611
108,525 International Business Machines Corporation   14,557,544
155,400 Intersil Corporation – Class “A”   1,816,626
450,000 Microsoft Corporation   11,020,500
365,000 National Semiconductor Corporation   4,661,050
185,000 * NCI, Inc. – Class “A”   3,500,200
248,625 * Parametric Technology Corporation   4,858,133
209,800 QUALCOMM, Inc.   9,466,176
170,000 * SRA International, Inc. – Class “A”   3,352,400
333,025 * Symantec Corporation   5,051,988
200,000 Tyco Electronics, Ltd.   5,844,000
360,000     Western Union Company   6,361,200
 
          103,492,843
 
  Materials—5.1%    
175,000 Bemis Company, Inc.   5,556,250
125,000 Celanese Corporation – Series “A”   4,012,500
80,000 Freeport-McMoRan Copper & Gold, Inc.   6,831,200
177,500 Olin Corporation   3,578,400
40,000 Praxair, Inc.   3,610,400
249,125 RPM International, Inc.   4,962,570
247,350     Temple-Inland, Inc.   4,615,550
 
          33,166,870

 

80

 


 
Shares or      
Principal      
Amount     Security     Value
 
  Telecommunication Services—2.4%    
234,000 AT&T, Inc.   $ 6,692,400
280,000     Verizon Communications, Inc.     9,125,200
 
            15,817,600
 
  Utilities—.4%    
100,000     Atmos Energy Corporation     2,925,000
 
Total Value of Common Stocks (cost $561,158,033)     626,456,824
 
  SHORT-TERM INVESTMENTS—4.2%  
  Money Market Fund    
$27,560 M First Investors Cash Reserve Fund, .22%    
      (cost 27,560,000)**     27,560,000
 
Total Value of Investments (cost $588,718,033) 100.2 % 654,016,824
Excess of Liabilities Over Other Assets (.2 ) (1,487,211)
 
Net Assets       100.0 % $652,529,613

 

* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:

ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

  81

 


Portfolio of Investments (continued)
GROWTH & INCOME FUND
September 30, 2010

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks $ 626,456,824 $ — $ — $ 626,456,824
Money Market Fund   27,560,000   —   —   27,560,000
Total Investments in Securities* $ 654,016,824 $ — $ — $ 654,016,824

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

82 See notes to financial statements

 


Portfolio Manager’s Letter
GLOBAL FUND

Dear Investor:

This is the annual report for the First Investors Global Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 7.3% for Class A shares and 6.6% for Class B shares, including dividends of 1.0 cent per share on Class A shares.

After a volatile twelve months, global equities ultimately finished the reporting period in positive territory. Global equities started off strong as investor confidence grew amid better-than-expected corporate earnings, an accommodative monetary policy, and improving economic conditions. Equity investors shrugged off concerns about a double-dip recession and the slowing pace of economic growth. Strong corporate earnings, positive economic data from Emerging Markets, and robust merger and acquisition activity helped fuel equity performance.

The Fund produced a reasonable return during the year, with strong stock selection in the industrials, financials and materials sectors offsetting weaker selection in energy and information technology. On a regional basis, Europe ex the U.K. and Japan were areas of strength, while holdings in Emerging Markets and the U.S. lagged.

Top contributors to performance during the period included Potash (materials), Rio Tinto (materials), and Compagnie Financiere Richemont (consumer discretionary). Shares of Potash, the largest global producer of potash fertilizer, benefited after the company received a takeout offer from Australian mining company BHP Billiton. Shares of Rio Tinto rose after the diversified international mining company reported earnings that outpaced consensus expectations driven largely by iron ore prices and higher-than-anticipated cost cutting at the firm’s aluminum division. Swiss stocks advanced after German business confidence unexpectedly rose and a report showed demand for U.S. capital equipment had rebounded, boosting optimism that the economy would continue to grow. Richemont, the world’s largest jewelry maker, posted the biggest advance on the Swiss Market Index, rising to a record high in September.

The largest detractors from performance during the period included CRH (materials), UBS (financials), and ING (financials). Shares of CRH, a manufacturer and distributor of construction and building materials primarily in Europe and the Americas, declined because of low visibility and weak demand. We continued to hold a position in CRH as of the end of the reporting period based upon the company’s plans to cut costs and make accretive acquisitions, and optimism about its cement and aggregates business in Finland, Poland and Switzerland. Shares of UBS, a Switzerland-based investment bank and money manager, sold off along with other investment banks amid expectations of a near-term decline in trading profits. We continued to hold the stock as the reporting period ended due to its attractive valuation and good upside potential

  83

 


Portfolio Manager’s Letter (continued)
GLOBAL FUND

over the longer term via its restructuring efforts. Shares of ING, a global financial services firm engaged in banking, investments, life insurance and retirement services, fell as the company announced a proposed spin-off of its insurance unit amid a massive restructuring plan. The Fund eliminated the position.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.

Sincerely,


84 

 


Fund Expenses (unaudited)
GLOBAL FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $998.38 $8.67
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,016.40 $8.74
 
Expense Example – Class B Shares      
Actual $1,000.00 $994.44 $12.15
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,012.89 $12.26

 

* Expenses are equal to the annualized expense ratio of 1.73% for Class A shares and 2.43% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

  85

 


Cumulative Performance Information (unaudited)
GLOBAL FUND

Comparison of change in value of $10,000 investment in the First Investors Global Fund (Class A shares) and the Morgan Stanley Capital International (“MSCI”) All Country World Free Index.


The graph compares a $10,000 investment in the First Investors Global Fund (Class A shares) beginning 9/30/00 with a theoretical investment in the MSCI All Country World Free Index (the “Index”). The Index represents both the developed and the emerging markets. The Index includes 45 countries of which 21 are emerging markets. It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 1.12%, 1.08% and .17%, respectively. The Class B “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 2.53%, 1.25% and .28%, respectively.

Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Morgan Stanley & Co., Inc. and all other figures are from First Investors Management Company, Inc.

86

 


Portfolio of Investments
GLOBAL FUND
September 30, 2010

 
Shares     Security   Value
 
  COMMON STOCKS—95.3%    
  United States—42.3%    
13,500 Abbott Laboratories $ 705,240
16,900 Aflac, Inc.   873,899
27,370 * Alliance Data Systems Corporation   1,786,166
16,500 American Electric Power Company, Inc.   597,795
62,870 Ameriprise Financial, Inc.   2,975,637
22,270 * Amgen, Inc.   1,227,300
35,025 Analog Devices, Inc.   1,099,085
21,440 Apache Corporation   2,095,974
5,740 * Apple, Inc.   1,628,725
131,890 Assured Guaranty, Ltd.   2,256,638
109,170 AT&T, Inc.   3,122,262
8,600 * Atwood Oceanics, Inc.   261,870
48,165 Bank of America Corporation   631,443
6,025 Boeing Company   400,904
39,900 * Cameron International Corporation   1,714,104
110,985 CBS Corporation – Class “B”   1,760,222
18,095 * Children’s Place Retail Stores, Inc.   882,493
137,910 * Cisco Systems, Inc.   3,020,229
6,800 Cliffs Natural Resources, Inc.   434,656
39,880 Consol Energy, Inc.   1,473,965
78,120 Corning, Inc.   1,428,034
16,100 Covidien, PLC   647,059
16,400 CVS Caremark Corporation   516,108
14,900 Deere & Company   1,039,722
46,825 * eBay, Inc.   1,142,530
163,480 * EMC Corporation   3,320,279
8,490 Emerson Electric Company   447,083
6,850 EOG Resources, Inc.   636,845
65,370 ExxonMobil Corporation   4,039,212
24,960 Flowserve Corporation   2,731,123
4,000 Fluor Corporation   198,120
96,170 * Ford Motor Company   1,177,121
14,210 Freeport-McMoRan Copper & Gold, Inc.   1,213,392
218,400 General Electric Company   3,549,000
9,760 Goldman Sachs Group, Inc.   1,411,101
5,055 * Google, Inc. – Class “A”   2,657,868
13,300 H.J. Heinz Company   630,021
48,435 Hartford Financial Services Group, Inc.   1,111,583
45,815 Hewlett-Packard Company   1,927,437
54,890     Honeywell International, Inc.   2,411,867

 

  87

 


Portfolio of Investments (continued)
GLOBAL FUND
September 30, 2010

 
Shares     Security   Value
 
  United States (continued)    
17,750 Ingersoll-Rand, PLC $ 633,853
13,925 International Business Machines Corporation   1,867,900
22,235 * ITT Educational Services, Inc.   1,562,453
32,520 JPMorgan Chase & Company   1,238,036
18,305 * Las Vegas Sands Corporation   637,929
65,890 Lowe’s Companies, Inc.   1,468,688
30,500 McDonald’s Corporation   2,272,555
5,800 Medtronic, Inc.   194,764
44,840 Merck & Company. Inc.   1,650,560
6,900 MetLife, Inc.   265,305
107,900 Microsoft Corporation   2,642,471
7,175 Mosaic Company   421,603
19,275 NextEra Energy, Inc.   1,048,367
25,000 Noble Corporation   844,750
58,860 Nordstrom, Inc.   2,189,592
112,965 Oracle Corporation   3,033,110
52,025 PepsiCo, Inc.   3,456,541
118,454 Pfizer, Inc.   2,033,855
10,000 PG&E Corporation   454,200
36,485 Philip Morris International, Inc.   2,043,890
20,075 Precision Castparts Corporation   2,556,551
56,090 Procter & Gamble Company   3,363,717
46,100 QUALCOMM, Inc.   2,080,032
9,770 Schlumberger, Ltd.   601,930
33,970 * St. Jude Medical, Inc.   1,336,380
9,500 * Thermo Fisher Scientific, Inc.   454,860
34,725 TJX Companies, Inc.   1,549,777
40,215 * Ultra Petroleum Corporation   1,688,226
37,635 United Parcel Service, Inc. – Class “B”   2,509,878
48,155 UnitedHealth Group, Inc.   1,690,722
50,635 Wal-Mart Stores, Inc.   2,709,985
117,875 Wells Fargo & Company   2,962,199
22,900 * WESCO International, Inc.   899,741
3,700 * Whiting Petroleum Corporation   353,387
21,485     Xilinx, Inc.   571,716
 
        116,473,635
 
  United Kingdom—11.9%    
16,427 AstraZeneca, PLC   837,011
19,200 AstraZeneca, PLC (ADR)   973,440
431,902     Barclays, PLC   2,039,046

 

88

 


 
Shares     Security   Value
 
  United Kingdom (continued)    
179,152 BG Group, PLC $ 3,157,603
151,093 BP, PLC   1,018,556
403,559 * British Airways, PLC   1,544,030
162,599 Capita Group, PLC   2,013,911
259,107 HSBC Holdings, PLC   2,633,533
104,873 Imperial Tobacco Group, PLC   3,134,952
359,316 National Grid, PLC   3,057,527
82,961 Pearson, PLC   1,288,340
181,382 Reed Elsevier, PLC   1,537,717
79,196 Rio Tinto, PLC   4,643,686
20,985 Rio Tinto, PLC (ADR)   1,232,449
63,081 Standard Chartered, PLC   1,815,095
168,328     WPP, PLC   1,868,690
 
          32,795,586
 
  Switzerland—6.9%    
28,390 Compagnie Financiere Richemont SA   1,374,821
43,589 Julius Baer Group, Ltd.   1,595,966
15,167 Kuehne & Nagel International AG   1,831,932
50,935 Nestle SA – Registered   2,729,359
24,629 Roche Holding AG – Genusscheine   3,383,194
1,077 SGS SA – Registered   1,750,628
133,120 * UBS AG – Registered   2,267,034
241,600   * UBS AG – Registered   4,124,969
 
          19,057,903
 
  Japan—5.1%    
81,800 Bridgestone Corporation   1,489,320
21,300 Eisai Company, Ltd.   744,251
7,100 FANUC, Ltd.   903,435
204,000 Hitachi, Ltd.   891,310
138 INPEX Corporation   649,198
178 KDDI Corporation   851,221
279,400 Mitsubishi UFJ Financial Group, Inc.   1,301,013
12,200 NIDEC Corporation   1,083,601
8,500 OSAKA Titanium Technologies Company, Ltd.   397,833
28,700 Shin-Etsu Chemical Company, Ltd.   1,396,523
28,800 Softbank Corporation   941,499
228     Sony Financial Holdings, Inc.   742,351

 

  89

 


Portfolio of Investments (continued)
GLOBAL FUND
September 30, 2010

 
Shares     Security   Value
 
  Japan (continued)    
334,000 Sumitomo Metal Industries, Ltd. $ 843,596
15,100 TOHO Titanium Company, Ltd.   416,633
49,300     Tokio Marine Holdings, Inc.   1,328,987
 
          13,980,771
 
  France—4.2%    
264,574 * Alcatel-Lucent   892,159
18,833 BNP Paribas   1,341,339
60,051 Danone SA   3,596,961
29,093 Safran SA   818,984
26,338 Schneider Electric SA   3,344,342
6,822   * Unibail-Rodamco   1,514,831
 
          11,508,616
 
  Brazil—3.4%    
105,800 BM&F BOVESPA SA   884,269
45,000 Cia de Concessoes Rodoviarias   1,151,428
14,700 Companhia de Bebidas das Americas (ADR)   1,819,566
40,900 * Hypermarcas SA   626,705
15,700 Itau Unibanco Holdings SA   379,626
165,382 Itau Unibanco Holdings SA (ADR)   3,998,937
53,300 * Julio Simoes Logistica SA   262,693
12,400     PDG Realty SA   147,260
 
          9,270,484
 
  Germany—2.9%    
11,451 Beiersdorf AG   699,732
17,757 * Continental AG   1,374,520
46,812 * Daimler AG   2,967,570
21,818 HeidelbergCement AG   1,055,916
18,361     Siemens AG   1,944,663
 
          8,042,401
 
  China—2.4%    
3,048,000 * Agricultural Bank of China, Ltd.   1,578,339
6,800 ChinaCache Holdings, Ltd. (ADR)   94,520
555,995 China Merchants Bank Company, Ltd.   1,432,386
8,800   * Ctrip.com International, Ltd. (ADR)   420,200

 

90

 


 
Shares     Security   Value
 
  China (continued)    
168,000 Dongfeng Motor Group Company, Ltd. $ 343,652
745,000 Geely Automobile Holdings, Ltd.   369,467
1,460,000 Industrial and Commercial Bank of China, Ltd.   1,087,026
6,300 * NetEase.com, Inc. (ADR)   248,472
6,000 * Perfect World Company, Ltd. (ADR)   153,960
132,000 Skyworth Digital Holdings, Ltd.   91,988
35,600     Tencent Holdings, Ltd.   777,741
 
          6,597,751
 
  Israel—2.0%    
102,225     Teva Pharmaceutical Industries, Ltd. (ADR)   5,392,369
 
  Hong Kong—1.8%    
129,527 Esprit Holdings, Ltd.   702,428
292,000 Hang Lung Properties, Ltd.   1,425,546
256,888 Shangri-La Asia, Ltd.   584,378
127,000     Sun Hung Kai Properties, Ltd.   2,192,137
 
          4,904,489
 
  Italy—1.3%    
242,460 Intesa Sanpaolo SpA   788,626
534,276     Snam Rete Gas SpA   2,709,710
 
          3,498,336
 
  Spain—1.2%    
132,905     Repsol YPF SA   3,428,361
 
  Taiwan—1.2%    
240,612 Hon Hai Precision Industry Co., Ltd. – Registered (GDR)   1,816,621
778 HTC Corporation (GDR)   70,624
149,700     Taiwan Semiconductor Manufacturing Company, Ltd. (ADR)   1,517,958
 
          3,405,203
 
  Sweden—1.2%    
27,270 Assa Abloy AB – Class “B”   688,785
95,641 Atlas Copco AB – Class “A”   1,848,719
23,096     Hennes & Mauritz AB – Class “B”   837,633
 
          3,375,137

 

  91

 


Portfolio of Investments (continued)
GLOBAL FUND
September 30, 2010

 
Shares     Security   Value
 
  Ireland—.9%    
105,699 CRH, PLC $ 1,734,497
26,400     Ryanair Holdings, PLC (ADR)   813,384
 
          2,547,881
 
  Finland—.9%    
608 Cargotec Oyj – B Shares   26,312
6,484 * Elisa Oyj   149,156
24,817 Kone Oyj-B   1,284,064
4,059 Konecranes Oyj   152,000
18,385     Outotec Oyj   779,585
 
          2,391,117
 
  Canada—.9%    
9,800 Agrium, Inc.   734,902
8,000 Potash Corporation of Saskatchewan, Inc.   1,153,541
9,500   * Research in Motion, Ltd.   462,555
 
          2,350,998
 
  South Africa—.8%    
81,219     Impala Platinum Holdings, Ltd.   2,096,185
 
  Netherlands—.7%    
129,900     Koninklijke (Royal) KPN NV   2,011,926
 
  Mexico—.6%    
31,000     America Movil SA de CV (ADR) – Series “L”   1,653,230
 
  Chile—.6%    
69,200     Enersis SA (ADR)   1,626,892
 
  Norway—.5%    
28,179     Yara International ASA   1,279,945
 
  Colombia—.4%    
18,700     Bancolombia SA (ADR)   1,227,281
 
  Denmark—.4%    
54,816     DSV A/S   1,120,682
 
  Panama—.3%    
18,100     Copa Holdings SA – Class “A”   975,771

 

92

 


 
Shares or      
Principal      
Amount     Security     Value
 
  Russia—.2%    
9,418     LUKOIL (ADR)     $ 534,001
 
  Turkey—.1%    
67,778     Turkiye Garanti Bankasi AS      393,609
 
  Malaysia—.1%    
487,600   * Airasia Berhad     355,394
 
  India—.1%    
77,448     Infrastructure Development Finance Company, Ltd.   349,449
 
Total Value of Common Stocks (cost $215,907,028)     262,645,403
 
  SHORT-TERM CORPORATE NOTES—3.5%  
  Money Market    
$ 9,560 M First Investors Cash Reserve Fund, .22%    
      (cost $9,560,000)**     9,560,000
 
Total Value of Investments (cost $225,467,028) 98.8 % 272,205,403
Other Assets, Less Liabilities 1.2   3,420,099
 
Net Assets       100.0 % $275,625,502

 

* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:

ADR American Depositary Receipts
GDR Global Depositary Receipts

 

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes (see Note 1A). The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments) The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

  93

 


Portfolio of Investments (continued)
GLOBAL FUND
September 30, 2010

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks            
Financials $  50,167,238 $ — $ — $  50,167,238
Industrials 42,072,185   —   — 42,072,185
Information Technology 35,131,502   —   — 35,131,502
Consumer Discretionary 28,898,814   —   — 28,898,814
Consumer Staples 25,327,537   —   — 25,327,537
Energy 22,497,982   —   — 22,497,982
Health Care 21,271,005   —   — 21,271,005
Materials 19,055,357   —   — 19,055,357
Utilities 9,494,491   —   — 9,494,491
Telecommunications Services 8,729,292   —   — 8,729,292
Money Market Fund   9,560,000   —   —   9,560,000
Total Investments in Securities* $ 272,205,403 $ — $ — $ 272,205,403

 

* The Portfolio of Investments provides information on the country categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

94 See notes to financial statements

 


Portfolio Manager’s Letter
SELECT GROWTH FUND

Dear Investor:

This is the annual report for the First Investors Select Growth Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 8.6% for Class A shares and 7.9% for Class B shares.

During the first part of the review period, the markets continued to rally from the recent market bottom. The intensity of this rally, characterized by significant moves in low quality stocks, began to fade through the first half of the reporting period. Thus, stocks that were projected to have better-than-expected earnings — the types of stocks favored by the Fund — at long last started to lead the market during the fiscal second quarter. The market took a breather with a pullback during the fiscal third quarter, followed by a strong upward move to finish the fiscal year. As the economy has continued its recovery, albeit at a slower pace than desired, the Fund has continued to find companies with desirable earnings growth and earnings quality characteristics that allowed the Fund to generate better results as the year progressed.

The Fund underperformed the Russell 3000 Growth Index, largely due to the low quality rally during the fiscal first quarter noted above. From a sector view, the industrials and consumer discretionary sectors generated the lagging performance. Although these were the best performing sectors in the benchmark, the Fund’s portfolio holdings were unable to keep pace. In the industrials sector, the Fund’s positions in Graftech and Con-Way hurt overall returns. For Graftech, a supplier of graphite electrodes consumed in steel manufacturing, uncertainty about overall steel demand put pressure on pricing for its product. For trucking company Con-Way, the usual competitor company closures and consolidation in the trucking industry normally following a recession did not materialize, which had the effect of lengthening the period of margin pressure for all the companies in the industry.

On the positive side, the Fund’s holdings in the health care and consumer staples sectors performed better than the benchmark. The health care sector, while a lagging sector in the benchmark, posted an overall return of more than 33% in the Fund. The performance was largely driven by positions in Valeant Pharmaceuticals and Express Scripts. Valeant has continued to deliver stepwise increases in revenues and earnings as the company has grown by both product sales and acquisition of new products in existing markets and new geographies. Express Scripts, a large pharmacy benefit manager, grew dramatically this year with the purchase of NextRx, the pharmacy benefit subsidiary of health insurer Wellpoint. In consumer staples, outperformance was due to the position the Fund held in Whole Foods Market. The company, a grocer catering to consumers’ increasing demand for organic and higher quality foods, has delivered a solid series of better-than-expected results.

  95

 


Portfolio Manager’s Letter (continued)
SELECT GROWTH FUND

The Fund maintained a diverse market capitalization allocation during the year, ending with 50% large cap, 41% mid cap and 9% small cap, according to Lipper’s market capitalization ranges. Thus, the Fund had more exposure to mid- and small-cap stocks than did the benchmark. This was modestly beneficial to performance, as the small- and mid-sized companies generated better returns over the period.

While our focus on high quality companies with strong earnings expectations has only just begun to be rewarded in the current market cycle, we remain confident in our approach over the long term.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.

Sincerely,


96 

 


Fund Expenses (unaudited)
SELECT GROWTH FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,000.00 $7.77
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,017.30 $7.84
 
Expense Example – Class B Shares      
Actual $1,000.00 $996.26 $11.26
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,013.79 $11.36

 

* Expenses are equal to the annualized expense ratio of 1.55% for Class A shares and 2.25% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

  97

 


Cumulative Performance Information (unaudited)
SELECT GROWTH FUND

Comparison of change in value of $10,000 investment in the First Investors Select Growth Fund (Class A shares) and the Russell 3000 Growth Index.


The graph compares a $10,000 investment in the First Investors Select Growth Fund (Class A shares) beginning 10/25/00 (inception date) with a theoretical investment in the Russell 3000 Growth Index (the “Index”). The Index is an unmanaged index that measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values (the Russell 3000 Index is an unmanaged index that measures the performance of the 3,000 largest U.S. companies based on total market capitalization). It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in the sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During some of the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Total Return Since Inception would have been (3.75%). The Class B “S.E.C. Standardized” Total Return for Since Inception would have been (3.62%). Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares.

Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Frank Russell and Company and all other figures are from First Investors Management Company, Inc.

98

 


Portfolio of Investments
SELECT GROWTH FUND
September 30, 2010

 
Shares     Security   Value
 
  COMMON STOCKS—99.0%    
  Consumer Discretionary—16.7%    
54,500 Autoliv, Inc. $ 3,560,485
132,300 * Bed Bath & Beyond, Inc.   5,743,143
50,600 * Chipotle Mexican Grill, Inc.   8,703,200
113,800 Limited Brands, Inc.   3,047,564
122,800 Mattel, Inc.   2,880,888
7,285 * Priceline.com, Inc.   2,537,657
103,600     Ross Stores, Inc.   5,658,632
 
          32,131,569
 
  Consumer Staples—9.6%    
72,900 Brown-Forman Corporation – Class “B”   4,493,556
95,100 * Hansen Natural Corporation   4,433,562
156,200 Tyson Foods, Inc. – Class “A”   2,502,324
186,700   * Whole Foods Market, Inc.   6,928,437
 
          18,357,879
 
  Energy—5.8%    
37,100 Cimarex Energy Company   2,455,278
45,800 ExxonMobil Corporation   2,829,982
69,900 Helmerich & Payne, Inc.   2,828,154
54,200   * Newfield Exploration Company   3,113,248
 
          11,226,662
 
  Financials—7.3%    
117,100 American Express Company   4,921,713
64,900 Capital One Financial Corporation   2,566,795
30,500 Franklin Resources, Inc.   3,260,450
63,000     PNC Financial Services Group, Inc.   3,270,330
 
          14,019,288
 
  Health Care—13.6%    
79,100 * Celgene Corporation   4,556,951
169,900 * Endo Pharmaceuticals Holdings, Inc.   5,647,476
149,300 * Express Scripts, Inc.   7,270,910
67,900 McKesson Corporation   4,194,862
102,800   * Watson Pharmaceuticals, Inc.   4,349,468
 
          26,019,667

 

  99

 


Portfolio of Investments (continued)
SELECT GROWTH FUND
September 30, 2010

 
Shares or        
Principal        
Amount     Security     Value
 
  Industrials—13.2%      
40,900 Eaton Corporation   $3,373,841
103,600 Illinois Tool Works, Inc.     4,871,272
74,900 Manpower, Inc.     3,909,780
70,800 Parker Hannifin Corporation     4,960,248
85,852 * Thomas & Betts Corporation     3,521,649
69,100     United Parcel Service, Inc. – Class “B”     4,608,279
 
            25,245,069
 
  Information Technology—26.7%      
27,100 * Apple, Inc.     7,689,625
114,600 * Arrow Electronics, Inc.     3,063,258
156,200 * BMC Software, Inc.     6,322,976
88,300 Hewlett-Packard Company     3,714,781
42,500 International Business Machines Corporation     5,700,950
438,000 Jabil Circuit, Inc.     6,311,580
171,900 Microsoft Corporation     4,209,831
101,100 * NetApp, Inc.     5,033,769
210,600 * TIBCO Software, Inc.     3,736,044
65,100     * VMware, Inc. – Class “A”     5,529,594
 
            51,312,408
 
  Materials—6.1%      
79,700 Freeport-McMoRan Copper & Gold, Inc.     6,805,583
46,200     Lubrizol Corporation     4,895,814
 
            11,701,397
 
Total Value of Common Stocks (cost $165,560,027)     190,013,939
 
  SHORT-TERM INVESTMENTS—1.1%    
  Money Market Fund      
$  2,135 M First Investors Cash Reserve Fund, .22%      
      (cost $2,135,000)**     2,135,000
 
Total Value of Investments (cost $167,695,027) 100.1 % 192,148,939
Excess of Liabilities Over Other Assets (.1 ) (169,388)
 
Net Assets       100.0 %  $191,979,551

 

100

 


* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks $ 190,013,939 $ — $ — $ 190,013,939
Money Market Fund   2,135,000   —   —   2,135,000
Total Investments in Securities* $ 192,148,939 $ — $ — $ 192,148,939

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.                      

See notes to financial statements 101

 


Portfolio Managers’ Letter
OPPORTUNITY FUND

Dear Investor:

This is the annual report for the First Investors Opportunity Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 13.0% for Class A shares and 12.3% for Class B shares.

During the review period, the equity markets settled into a more stable pattern of positive results, boosted by a slowly improving economy. The Fund’s returns reflected that performance. However, the markets remained highly susceptible to short-term headlines, creating periods of high volatility. The environment remained more macro driven, as the Federal Reserve, the Obama administration and Congress continued to be aggressively involved in economic affairs, proposing new regulations and increasing government oversight of businesses. Many of these actions have taken a negative tone, impacting whole sectors or industries. Industries such as health care, energy, financials and education were greatly impacted by governmental initiatives, and saw their share prices affected during the period.

The Fund’s strong performance was mainly attributable to its investments in industrials. Shares of defense contractor Argon ST were a key contributor due to its acquisition by The Boeing Company. Also, our investment in motor and compressor maker Baldor Electric benefited from strong earnings growth. Shares of aerospace electronics components maker Esterline Technologies jumped after the company reported a strong recovery in demand for its products.

On a relative basis, the Fund underperformed the S&P MidCap 400 Index primarily due to stock selection in financials. Lazard Limited, a global financial advisory services provider, fell on concerns that global mergers and acquisitions activity —especially in Europe — would fall. Another holding, IBERIABANK, which provides community banking primarily in Louisiana, also fell after the Deepwater Horizon oil spill in the Gulf of Mexico.

The Fund’s stock selection in consumer staples aided relative performance. Nu Skin Enterprises, a global direct seller of personal care products and nutritional supplements, rose due to one of the most successful new product launches in its corporate history. Separately, stock selection in the consumer discretionary sector also contributed to performance. TRW Automotive, which makes automotive systems such as airbags and brakes, has been strong this year as global automobile production has recovered.

102

 


Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.


  103 

 


Fund Expenses (unaudited)
OPPORTUNITY FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $995.76 $7.15
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,017.90 $7.23
 
Expense Example – Class B Shares      
Actual $1,000.00 $992.24 $10.64
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.39 $10.76

 

* Expenses are equal to the annualized expense ratio of 1.43% for Class A shares and 2.13% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

104

 


Cumulative Performance Information (unaudited)

OPPORTUNITY FUND

Comparison of change in value of $10,000 investment in the First Investors Opportunity Fund (Class A shares) and the Standard & Poor’s MidCap 400 Index.


The graph compares a $10,000 investment in the First Investors Opportunity Fund (Class A shares) beginning 9/30/00 with a theoretical investment in the Standard & Poor’s MidCap 400 Index (the “Index”). The Index is an unmanaged capitalization-weighted index of 400 stocks designed to measure performance of the midrange sector of the U.S. stock market. As of 9/30/10 the median market capitalization is approximately $2.35 billion. It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for Five Years and Ten Years would have been (.77%) and .60%, respectively. The Class B “S.E.C. Standardized” Average Annual Total Return for Five Years and Ten Years would have been (.61%) and .75%, respectively. Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Standard & Poor’s and all other figures are from First Investors Management Company, Inc.

  105

 


Portfolio of Investments
OPPORTUNITY FUND
September 30, 2010

 
Shares     Security   Value
 
  COMMON STOCKS—98.8%    
  Consumer Discretionary—19.3%    
190,000 American Greetings Corporation – Class “A” $ 3,532,100
148,400 Barnes & Noble, Inc.   2,405,564
115,000 * Big Lots, Inc.   3,823,750
70,000 * BorgWarner, Inc.   3,683,400
159,000 Cinemark Holdings, Inc.   2,559,900
70,000 Coach, Inc.   3,007,200
95,000 * Dreamworks Animation SKG, Inc. – Class “A”   3,031,450
180,000 * GameStop Corporation – Class “A”   3,547,800
55,000 Guess?, Inc.   2,234,650
250,000 H&R Block, Inc.   3,237,500
90,000 Limited Brands, Inc.   2,410,200
204,700 * Lincoln Educational Services Corporation   2,949,727
295,000 * Morgans Hotel Group Company   2,159,400
50,000 Nordstrom, Inc.   1,860,000
325,000 * Pier 1 Imports, Inc.   2,661,750
35,000 Polo Ralph Lauren Corporation – Class “A”   3,145,100
260,000 * Ruby Tuesday, Inc.   3,086,200
547,200 Stewart Enterprises, Inc. – Class “A”   2,949,408
167,500 * Tempur-Pedic International, Inc.   5,192,500
110,000 Tiffany & Company   5,168,900
195,000 * TRW Automotive Holdings Corporation   8,104,200
130,000 Tupperware Brands Corporation   5,948,800
95,000   * Warnaco Group, Inc.   4,857,350
 
          81,556,849
 
  Consumer Staples—2.7%    
50,000 * Dole Food Company, Inc.   457,500
40,000 Lance, Inc.   852,000
70,000 McCormick & Company, Inc.   2,942,800
125,000 Nu Skin Enterprises, Inc. – Class “A”   3,600,000
150,000 Sara Lee Corporation   2,014,500
63,519     Tootsie Roll Industries, Inc.   1,580,353
 
          11,447,153
 
  Energy—8.0%    
150,000 * Cal Dive International, Inc.   820,500
37,500 * Dril-Quip, Inc.   2,329,125
65,000 Ensco, PLC (ADR)   2,907,450
40,000     EOG Resources, Inc.   3,718,800

 

106

 


 
Shares     Security   Value
 
  Energy (continued)    
90,000 EQT Corporation $ 3,245,400
43,000 Hess Corporation 2,542,160
110,000 National-Oilwell Varco, Inc. 4,891,700
110,000 * Plains Exploration & Production Company   2,933,700
225,000 Talisman Energy, Inc.   3,935,250
52,500 * Transocean, Ltd.   3,375,225
190,000   * Weatherford International, Ltd.   3,249,000
 
          33,948,310
 
  Financials—16.0%    
120,000 Ameriprise Financial, Inc.   5,679,600
75,000 City National Corporation   3,980,250
130,000 Discover Financial Services   2,168,400
150,000 Douglas Emmett, Inc. (REIT)   2,626,500
32,500 Federal Realty Investment Trust (REIT)   2,653,950
270,000 Financial Select Sector SPDR Fund (ETF)   3,874,500
195,000 FirstMerit Corporation   3,572,400
320,000 Hudson City Bancorp, Inc.   3,923,200
66,000 IBERIABANK Corporation   3,298,680
115,000 Invesco, Ltd.   2,441,450
185,000 Lazard, Ltd. – Class “A”   6,489,800
210,000 * Nasdaq OMX Group, Inc.   4,080,300
250,000 New York Community Bancorp, Inc.   4,062,500
235,000 NewAlliance Bancshares, Inc.   2,965,700
170,000 Protective Life Corporation   3,699,200
185,000 SPDR KBW Regional Banking (ETF)   4,238,350
268,905 * Sunstone Hotel Investors, Inc. (REIT)   2,438,968
195,000     Waddell & Reed Financial, Inc. – Class “A”   5,335,200
 
          67,528,948
 
  Health Care—10.3%    
45,000 Beckman Coulter, Inc.   2,195,550
35,000 * Cephalon, Inc.   2,185,400
75,000 DENTSPLY International, Inc.   2,397,750
62,500 * Gilead Sciences, Inc.   2,225,625
52,500 * Laboratory Corporation of America Holdings   4,117,575
67,500 McKesson Corporation   4,170,150
65,000 * Mettler-Toledo International, Inc.   8,088,600
20,000 Perrigo Company   1,284,400
44,500 * PSS World Medical, Inc.   951,410
148,600   * Sirona Dental Systems, Inc.   5,355,544

 

  107

 


Portfolio of Investments (continued)
OPPORTUNITY FUND
September 30, 2010

  
Shares      Security    Value 
 
  Health Care (continued)     
55,000  * St. Jude Medical, Inc.    $ 2,163,700 
100,000  * Thermo Fisher Scientific, Inc.    4,788,000 
165,000      Warner Chilcott, PLC – Class “A”    3,702,600 
 
          43,626,304 
 
  Industrials—14.3%     
50,000  A.O. Smith Corporation    2,894,500 
125,000  * Armstrong World Industries, Inc.    5,188,750 
162,400  Baldor Electric Company    6,560,960 
140,000  * Chicago Bridge & Iron Company NV – NY Shares    3,423,000 
73,300  * Esterline Technologies Corporation    4,194,959 
95,000  * Generac Holdings, Inc.    1,295,800 
168,200  IDEX Corporation    5,972,782 
82,500  J.B. Hunt Transport Services, Inc.    2,862,750 
165,000  * MasTec, Inc.    1,702,800 
179,700  * Mobile Mini, Inc.    2,756,598 
140,000  Republic Services, Inc.    4,268,600 
25,000  Rolls-Royce Group, PLC (ADR)    1,181,500 
40,000  Roper Industries, Inc.    2,607,200 
95,000  Snap-on, Inc.    4,418,450 
217,200  TAL International Group, Inc.    5,260,584 
77,500        Triumph Group, Inc.    5,780,725 
 
          60,369,958 
 
  Information Technology—14.6%     
200,000  * Avago Technologies, Ltd.    4,502,000 
405,000  * Brocade Communications Systems, Inc.    2,365,200 
65,000  * CACI International, Inc. – Class “A”    2,941,900 
160,500  * Comtech Telecommunications Corporation    4,389,675 
155,000  * FEI Company    3,033,350 
55,000  * Fiserv, Inc.    2,960,100 
245,000  * Genpact, Ltd.    4,343,850 
226,200  Intersil Corporation – Class “A”    2,644,278 
75,000  * Intuit, Inc.    3,285,750 
125,000  * JDA Software Group, Inc.    3,170,000 
85,000  * JDS Uniphase Corporation    1,053,150 
31,400  * ManTech International Corporation – Class “A”    1,243,440 
290,000  National Semiconductor Corporation    3,703,300 
35,700  * NCI, Inc. – Class “A”    675,444 
144,300  * NetScout Systems, Inc.    2,959,593 
120,000    * SRA International, Inc. – Class “A”    2,366,400 

 

108 

 


 
Shares or        
Principal        
Amount     Security     Value
 
  Information Technology (continued)      
297,725 * Symantec Corporation   $ 4,516,488
225,000 Technology Select Sector SPDR Fund (ETF)     5,179,500
210,000     Tyco Electronics, Ltd.     6,136,200
 
            61,469,618
 
  Materials—8.7%      
110,000 Agrium, Inc.     8,248,900
50,000 Allegheny Technologies, Inc.     2,322,500
125,000 Bemis Company, Inc.     3,968,750
45,000 Freeport-McMoRan Copper & Gold, Inc.     3,842,550
275,000 * Globe Specialty Metals, Inc.     3,861,000
80,000 * Metals USA Holdings Corporation     1,038,400
160,000 Olin Corporation     3,225,600
40,000 Praxair, Inc.     3,610,400
70,000 Sigma-Aldrich Corporation     4,226,600
125,000     Temple-Inland, Inc.     2,332,500
 
            36,677,200
 
  Telecommunication Services—.8%      
186,300     NTELOS Holdings Corporation     3,152,196
 
  Utilities—4.1%      
111,000 AGL Resources, Inc.     4,257,960
110,000 Portland General Electric Company     2,230,800
125,000 SCANA Corporation     5,040,000
100,000     Wisconsin Energy Corporation     5,780,000
 
            17,308,760
 
Total Value of Common Stocks (cost $366,825,042)     417,085,296
 
  SHORT-TERM INVESTMENTS—1.2%    
  Money Market Fund      
$ 5,120 M First Investors Cash Reserve Fund, .22%      
      (cost $5,120,000)**     5,120,000
 
Total Value of Investments (cost $371,945,042) 100.0 % 422,205,296
Other Assets, Less Liabilities —   41,331
 
Net Assets       100.0 %  $422,246,627

 

  109

 


Portfolio of Investments (continued)
OPPORTUNITY FUND
September 30, 2010

* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:

ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks $ 417,085,296 $ — $ — $ 417,085,296
Money Market Fund   5,120,000   —   —   5,120,000
Total Investments in Securities* $ 422,205,296 $ — $ — $ 422,205,296

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

110 See notes to financial statements

 


Portfolio Managers’ Letter
SPECIAL SITUATIONS FUND

Dear Investor:

This is the annual report for the First Investors Special Situations Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 12.3% for Class A shares and 11.6% for Class B shares.

Over the course of the reporting period, the stock market continued the rally that began in March of 2009; small-cap stocks continued to outperform large-cap stocks, with the Russell 2000 Index beating the S&P 500 Index by 319 basis points. The stock market remained volatile, however, and experienced a sharp summer correction before rallying again in September. In our view, the primary drivers of the September rally were low valuations after the sell-off during the summer; better-than-expected earnings growth in the second quarter; heightened M&A activity; and finally, a recognition that the economy had not fallen back into recession.

The Fund’s top performing sector for the fiscal year was health care, which returned 38%, compared to 7.6% for the Russell 2000 Index sector. The sector had fallen out of favor during the debate over health care reform. We added to two existing positions, Endo Pharmaceuticals and Magellan Health Care, and initiated a third position in AMERIGROUP, all at valuations of less than 10 times free cash flow. We had followed each of these companies for several years, and felt quite comfortable with their business plans, management teams and ability to generate cash flow over long time periods. When health care legislation finally passed, the market once again focused on each company’s individual financial prospects, and the three stocks were top performers for the Fund during the review period.

The Fund also benefited from the increased pace of mergers and acquisitions (“M&A”) during the period. Two of the Fund’s positions were acquired in 2010: Sybase and American Italian Pasta Company. Sybase had been a Fund holding since March of 2008, with an original cost of approximately $26 per share. The company performed exceptionally well during the downturn, growing revenue by 20% from 2007 to 2010 (based on our most recent estimates) and growing earnings per share from $1.50 to $2.50. In July, SAP acquired Sybase for $65 per share.

The Fund’s most challenging sector during the period was financials, which returned 0.4%, compared to 9% for the Russell 2000 Index sector. Last fiscal year, financials was our top-performing sector, due to our decision to avoid bank stocks. This year, as bank stocks recovered from the financial crisis, the Fund’s lack of exposure to the industry negatively impacted results. We remain cautious on the industry, however, given the high level of delinquencies and foreclosures in the mortgage sector. Performance in financials was also affected by a slowdown in trading volumes at two of our brokerage holdings, Piper Jaffray and Knight Capital Group.

  111

 


Portfolio Managers’ Letter (continued)
SPECIAL SITUATIONS FUND

We continue to view the economic environment with a degree of caution. However, we are also still finding attractively valued investment candidates. Given low interest rates, high cash levels and the pent-up demand for acquisitions among corporations and private equity funds, we believe M&A activity will continue to increase. In summary, we do not believe that volatility in the equity markets is behind us; nonetheless we are happy with the valuations we are finding, and we believe low interest rates and a resurgent M&A market will help to realize value going forward.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.


112 

 


Fund Expenses (unaudited)
SPECIAL SITUATIONS FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning  Ending   
  Account  Account  Expenses Paid 
  Value  Value  During Period 
  (4/1/10)  (9/30/10)  (4/1/10–9/30/10)* 
Expense Example – Class A Shares       
Actual  $1,000.00  $1,002.92  $7.58 
Hypothetical       
(5% annual return before expenses)  $1,000.00  $1,017.50  $7.64 
 
Expense Example – Class B Shares       
Actual  $1,000.00  $999.44  $11.08 
Hypothetical       
(5% annual return before expenses)  $1,000.00  $1,013.99  $11.16 

 

* Expenses are equal to the annualized expense ratio of 1.51% for Class A shares and 2.21% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

  113 

 


Cumulative Performance Information (unaudited)
SPECIAL SITUATIONS FUND

Comparison of change in value of $10,000 investment in the First Investors Special Situations Fund (Class A shares) and the Russell 2000 Index.


The graph compares a $10,000 investment in the First Investors Special Situations Fund (Class A shares) beginning 9/30/10 with a theoretical investment in the Russell 2000 Index (the “Index”). The Index is an unmanaged Index that measures the performance of the small-cap segment of the U.S. equity universe. The Index is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. The Index includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. It is not possible to invest directly in this Index. In addition, the Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in the sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75% (prior to 6/17/02, the maximum sales charge was 6.25%). The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 5.70%, 2.29% and (1.61%), respectively. The Class B “S.E.C. Standardized” Average Annual Total Return for One Year, Five Years and Ten Years would have been 7.41%, 2.42% and (1.48%), respectively.

Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Index figures are from Frank Russell and Company and all other figures are from First Investors Management Company, Inc.

114

 


Portfolio of Investments
SPECIAL SITUATIONS FUND
September 30, 2010

 
Shares     Security   Value
 
  COMMON STOCKS—94.6%    
  Consumer Discretionary—10.6%    
120,679 American Eagle Outfitters, Inc. $ 1,805,358
135,900 * Big Lots, Inc.   4,518,675
179,200 * Career Education Corporation   3,847,424
360,100 Foot Locker, Inc.   5,232,253
160,800 Men’s Wearhouse, Inc.   3,825,432
101,500 Phillips Van-Heusen Corporation   6,106,240
335,300     Regal Entertainment Group – Class “A”   4,399,136
 
           29,734,518
 
  Consumer Staples—3.4%    
44,200 Corn Products International, Inc.   1,657,500
308,600 * Dole Food Company, Inc.   2,823,690
68,000 * Fresh Del Monte Produce, Inc.   1,475,600
61,800     J. M. Smucker Company   3,740,754
 
          9,697,544
 
  Energy—9.6%    
224,875 * Carrizo Oil & Gas, Inc.   5,383,508
235,898 EXCO Resources, Inc.   3,507,803
288,912 * Matrix Service Company   2,527,980
181,700 * Plains Exploration & Production Company   4,845,939
359,600 * Resolute Energy Corporation   3,977,176
91,000 SM Energy Company   3,408,860
35,700        * Whiting Petroleum Corporation   3,409,707
 
          27,060,973
 
  Financials—15.5%    
14,592 * Alleghany Corporation   4,421,814
107,700 American Financial Group, Inc.   3,293,466
32,400 Everest Re Group, Ltd.   2,801,628
246,600 * EZCORP, Inc. – Class “A”   4,941,864
112,900 Harleysville Group, Inc.   3,701,991
149,000 * Hilltop Holdings, Inc.   1,427,420
193,200 Jefferies Group, Inc.   4,383,708
346,800 * Knight Capital Group, Inc. – Class “A”   4,296,852
7,000   * Markel Corporation   2,412,130

 

  115

 


Portfolio of Investments (continued)
SPECIAL SITUATIONS FUND
September 30, 2010

 
Shares     Security   Value
 
  Financials (continued)    
583,600 MFA Financial, Inc. (REIT) $  4,452,868
84,200 Mid-America Apartment Communities, Inc. (REIT)   4,907,176
92,600   * Piper Jaffray Companies, Inc.   2,697,438
 
          43,738,355
 
  Health Care—13.2%    
129,800 * AMERIGROUP Corporation   5,512,606
159,200 * Endo Pharmaceuticals Holdings, Inc.   5,291,808
121,200 * Life Technologies Corporation   5,658,828
108,500 * Magellan Health Services, Inc.   5,125,540
95,300 * MEDNAX, Inc.   5,079,490
176,700 * Myriad Genetics, Inc.   2,899,647
231,500 PerkinElmer, Inc.   5,356,910
178,627   * Res-Care, Inc.   2,370,380
 
          37,295,209
 
  Industrials—7.8%    
43,200 * Alliant Techsystems, Inc.   3,257,280
159,600 * Chart Industries, Inc.   3,249,456
75,200 Curtiss-Wright Corporation   2,278,560
157,100 * EMCOR Group, Inc.   3,863,089
95,000 * FTI Consulting, Inc.   3,295,550
107,700 * Orion Marine Group, Inc.   1,336,557
36,500     Precision Castparts Corporation   4,648,275
 
          21,928,767
 
  Information Technology—17.9%    
630,400 * Brightpoint, Inc.   4,406,496
509,600 * Compuware Corporation   4,346,888
278,800 * Convergys Corporation   2,913,460
130,800 * Cymer, Inc.   4,850,064
88,727 * Diodes, Inc.   1,516,344
319,000 EarthLink, Inc.   2,899,710
120,500 Fair Isaac Corporation   2,971,530
468,600 * Lawson Software, Inc.   3,969,042
118,000 Lender Processing Services, Inc.   3,921,140
269,600   * Microsemi Corporation   4,623,640

 

116

 


 
Shares or        
Principal        
Amount     Security     Value
 
  Information Technology (continued)      
322,900 * QLogic Corporation   $ 5,695,956
407,800 * Verigy, Ltd.     3,315,414
503,500   * Vishay Intertechnology, Inc.     4,873,880
 
            50,303,564
 
  Materials—13.8%      
102,100 AptarGroup, Inc.     4,662,907
56,200 Compass Minerals International, Inc.     4,306,044
272,024 * Innospec, Inc.     4,142,926
203,700 Olin Corporation     4,106,592
89,000 Schnitzer Steel Industries, Inc. – Class “A”     4,296,920
178,600 Sensient Technologies Corporation     5,445,514
142,400 Silgan Holdings, Inc.     4,514,080
190,300 * Smurfit-Stone Container Corporation     3,495,811
126,800     Westlake Chemical Corporation     3,795,124
 
            38,765,918
 
  Telecommunication Services—1.8%      
519,400 * Premiere Global Services, Inc.     3,677,352
51,375     Telephone & Data Systems, Inc. – Special Shares   1,456,481
 
              5,133,833
 
  Utilities—1.0%      
160,900     CMS Energy Corporation     2,899,418
 
Total Value of Common Stocks (cost $225,840,018)     266,558,099
 
  SHORT-TERM INVESTMENTS—4.2%    
  Money Market Fund      
$ 11,865 M First Investors Cash Reserve Fund, .22%      
      (cost $11,865,000)**     11,865,000
 
Total Value of Investments (cost $237,705,018) 98.8 % 278,423,099
Other Assets, Less Liabilities 1.2   3,227,476
 
Net Assets       100.0 %  $281,650,575

 

  117

 


Portfolio of Investments (continued)
SPECIAL SITUATIONS FUND
September 30, 2010

* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:

REIT Real Estate Investment Trust

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments) The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

      Level 2      
      Other   Level 3  
  Level 1   Significant   Significant  
  Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks $ 266,558,099 $ — $ — $ 266,558,099
Money Market Fund   11,865,000   —   —   11,865,000
Total Investments in Securities $ 278,423,099 $ — $ — $ 278,423,099

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

118 See notes to financial statements

 


Portfolio Manager’s Letter
INTERNATIONAL FUND

Dear Investor:

This is the annual report for the First Investors International Fund for the fiscal year ended September 30, 2010. During the period, the Fund’s return on a net asset value basis was 14.6% for Class A shares and 13.8% for Class B shares, including dividends of 2.1 cents per share on Class A shares.

Late in 2009 and into 2010, as economies stabilized, leaders in countries throughout the world debated the best ways to restore economic health. Some nations decided that Keynesian measures would lead to greater stability, while others determined that balancing budgets was the better choice. Their decisions necessitated some changes in the Fund’s portfolio holdings. As governments in Europe sought to raise revenue, we became uncomfortable with the visibility surrounding regulated public utilities and sold the portfolio’s positions in RWE in Germany, Terna in Italy, and Red Electrica and Ena-gas in Spain. The health care industry also came under pressure during the reporting period, as the fiscal crisis forced many European governments, which run largely public health systems, to cut expenditures. Consequently, we reduced our exposure to Roche.

The Fund outperformed its benchmark, the MSCI EAFE Index, during the reporting period, aided by strong results from its positions in emerging markets companies, particularly those in India and Brazil. These positions, which on average represented approximately 24% of the portfolio, were some of the Fund’s top performers. The benchmark, by contrast, had no allocations to India, Brazil, or any other emerging market. In India, HDFC Bank, Housing Development Finance, and ITC delivered strong absolute returns. In Brazil, Souza Cruz, Ambev, and AES Tiete made positive contributions to performance. Novo Nordisk, a leader in diabetes treatments, consistently delivered strong performance over the reporting period. Financials were the top-performing sector in the portfolio during the period. While the Fund was underweight this sector relative to the benchmark, its holdings performed substantially better than the benchmark’s. Consumer staples companies, which are heavily weighted in the portfolio, also made positive contributions to absolute and relative performance during the period. Currency hedging also aided performance.

Despite the market’s rally late in the reporting period, we do not believe that the global macroeconomic environment has changed significantly. In fact, analysts have recently begun to cut earnings expectations for 2011. This indicates that they may have been too optimistic about near-term prospects for a strong global recovery. Regardless, we believe the companies held by the Fund are well positioned to perform in this uncertain market environment.

  119

 


Portfolio Manager’s Letter (continued)
INTERNATIONAL FUND

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.


120 

 


Fund Expenses (unaudited)
INTERNATIONAL FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples.

 
  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (4/1/10) (9/30/10) (4/1/10–9/30/10)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,058.21 $10.01
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.34 $9.80
 
Expense Example – Class B Shares      
Actual $1,000.00 $1,053.14 $13.59
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,011.83 $13.31

 

* Expenses are equal to the annualized expense ratio of 1.94% for Class A shares and 2.64% for Class B shares, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Portfolio Composition
TOP SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2010, and are based on the total market value of investments.

  121

 


Cumulative Performance Information (unaudited)
INTERNATIONAL FUND

Comparison of change in value of $10,000 investment in the First Investors International Fund (Class A shares), the Morgan Stanley Capital International (“MSCI”) EAFE Index (Gross) and the Morgan Stanley Capital International (“MSCI”) EAFE Index (Net).


The graph compares a $10,000 investment in the First Investors International Fund (Class A shares) beginning 6/27/06 (inception date) with theoretical investments in the MSCI EAFE Index (Gross) and the MSCI EAFE Index Net)(the “Indices”). The Indices are free float-adjusted market capitalization indices that measure developed foreign market equity performance, excluding the U.S. and Canada. The MSCI EAFE Index (Gross) is calculated on a total-return basis with the maximum possible dividend reinvestment (before taxes). The MSCI EAFE Index (Net) is calculated on a total-return basis with the minimum possible dividend reinvestment (after taxes). The Indices are unmanaged and it is not possible to invest directly in these Indices. In addition, the Indices do not reflect fees and expenses associated with the active management of a mutual fund portfolio. For purposes of the graph and the accompanying table, unless otherwise indicated, it has been assumed that the maximum sales charge was deducted from the initial $10,000 investment in the Fund and all dividends and distributions were reinvested. Class B shares performance may be greater than or less than that shown in the line graph above for Class A shares based on differences in sales loads and fees paid by shareholders investing in the different classes.

* Average Annual Total Return figures (for the periods ended 9/30/10) include the reinvestment of all dividends and distributions. “N.A.V. Only” returns are calculated without sales charges. The Class A “S.E.C. Standardized” returns shown are based on the maximum sales charge of 5.75%. The Class B “S.E.C. Standardized” returns are adjusted for the applicable deferred sales charge (maximum of 4% in the first year). During the periods shown, some of the expenses of the Fund were waived or assumed. If such expenses had been paid by the Fund, the Class A “S.E.C. Standardized” Average Annual Total Return Since Inception would have been (.57%). The Class B “S.E.C. Standardized” Average Annual Total Return Since Inception would have been (.34%).

Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Indices figures are from Morgan Stanley & Co., Inc. and all other figures are from First Investors Management Company, Inc.

122

 


Portfolio of Investments
INTERNATIONAL FUND
September 30, 2010

 
Shares   Security   Value
 
  COMMON STOCKS—97.5%    
  United Kingdom—30.3%    
54,769 Admiral Group, PLC $ 1,437,837
275,417 Amlin, PLC   1,741,646
195,932 British American Tobacco, PLC   7,331,241
88,100 Bunzl, PLC   1,053,701
190,452 Capita Group, PLC   2,358,892
79,676 De La Rue, PLC   829,278
154,008 Diageo, PLC   2,659,829
101,560 Domino’s Pizza UK & IRL, PLC   751,538
294,344 G4S, PLC   1,180,901
176,970 Imperial Tobacco Group, PLC   5,290,137
70,948 Reckitt Benckiser Group, PLC   3,914,103
69,859 SABMiller, PLC   2,240,750
92,989 Scottish and Southern Energy, PLC   1,638,224
103,451 Standard Chartered, PLC   2,976,702
735,607   Tesco, PLC   4,914,865
 
        40,319,644
 
  India—17.7%    
31,057 Bharat Heavy Electricals, Ltd.   1,713,025
116,055 Cipla, Ltd.   832,543
149,800 HDFC Bank, Ltd.   8,298,757
30,814 Hero Honda Motors, Ltd.   1,274,116
412,280 Housing Development Finance Corporation, Ltd.   6,727,132
879,262 ITC, Ltd.   3,488,871
15,562   Nestle India, Ltd.   1,171,315
 
        23,505,759
 
  Brazil—9.1%    
122,365 AES Tiete SA   1,622,192
91,062 CETIP SA – Balcao Organizado de Ativos e Derivatos   886,863
160,000 Cielo SA   1,378,822
22,615 Companhia de Bebidas das Americas (ADR)   2,799,285
56,600 CPFL Energia SA   1,299,575
99,700 Redecard SA   1,554,760
52,173   Souza Cruz SA   2,632,362
 
        12,173,859

 

  123

 


Portfolio of Investments (continued)
INTERNATIONAL FUND
September 30, 2010

 
Shares   Security   Value
 
  Switzerland—6.8%    
110,920 Nestle SA – Registered $ 5,943,663
37,163 Novartis AG – Registered   2,143,544
7,190   Roche Holding AG – Genusscheine   987,664
 
        9,074,871
 
  Australia—5.8%    
135,749 Coca-Cola Amatil, Ltd.   1,574,641
140,243 QBE Insurance Group, Ltd.   2,343,743
134,134   Woolworths, Ltd.   3,745,606
 
        7,663,990
 
  United States—5.4%    
128,829   Philip Morris International, Inc.   7,217,000
 
  France—4.4%    
18,098 bioMerieux   1,878,017
22,700 Bureau Veritas SA   1,587,317
35,058   Essilor International SA   2,415,565
 
        5,880,899
 
  Denmark—4.2%    
55,889   Novo Nordisk A/S – Series “B”   5,554,396
 
  Japan—3.7%    
34,150 Nitori Company, Ltd.   2,853,328
46,400   Secom Company, Ltd.   2,093,943
 
        4,947,271
 
  Ireland—2.8%    
94,027   Covidien, PLC   3,778,945
 
  Netherlands—2.2%    
33,248   Core Laboratories NV   2,927,154
 
  Canada—2.1%    
81,524   Canadian Natural Resources, Ltd.   2,831,506
 
  Belgium—1.5%    
7,501   Colruyt SA   1,985,616

 

124

 


 
Shares or      
Principal      
Amount     Security     Value
 
  Germany—1.5%    
14,112     Muenchener Rueckversicherungs-Gesellschaft AG – Registered   $ 1,955,671
 
Total Value of Common Stocks (cost $101,606,418)     129,816,581
 
  SHORT-TERM INVESTMENTS—1.5%  
  Money Market Fund    
$ 2,055 M First Investors Cash Reserve Fund, .22%    
      (cost $2,055,000)**     2,055,000
 
Total Value of Investments (cost $103,661,418) 99.0 % 131,871,581
Other Assets, Less Liabilities 1.0   1,266,681
 
Net Assets       100.0 % $133,138,262

 

* Non-income producing

** Affiliated unregistered money market fund available only to First Investors funds and certain accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at September 30, 2010 (see Note 2).

Summary of Abbreviations:

ADR American Depositary Receipts

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

  125

 


Portfolio of Investments (continued)
INTERNATIONAL FUND
September 30, 2010

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of September 30, 2010:

        Level 2      
        Other   Level 3  
    Level 1   Significant   Significant  
    Quoted   Observable Unobservable  
    Prices   Inputs   Inputs   Total
Common Stocks              
Consumer Staples $  56,909,284 $ — $ — $  56,909,284
Financials   26,368,351   —   — 26,368,351
Health Care   17,590,674   —   — 17,590,674
Industrials   10,817,057   —   — 10,817,057
Energy   5,758,660   —   — 5,758,660
Consumer Discretionary   4,878,982   —   — 4,878,982
Utilities   4,559,991   —   — 4,559,991
Information Technology   2,933,582   —   — 2,933,582
Money Market Fund   2,055,000   —   —   2,055,000
Total Investments in Securities* $  131,871,581 $ — $ — $  131,871,581
Other Financial Instruments** $ — $ (701,353) $ — $   (701,353)

 

* The Portfolio of Investments provides information on the country categorization for the portfolio.

** Other financial instruments are foreign exchange contracts, which are considered derivative instruments, which are valued at the net unrealized depreciation on the instrument.

There were no transfers into or from Level 1 or Level 2 by the Fund during the year ended September 30, 2010.

126 See notes to financial statements

 

 


 

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  127

 


Statements of Assets and Liabilities
FIRST INVESTORS INCOME FUNDS
September 30, 2010

       CASH             INVESTMENT         
      MANAGEMENT     GOVERNMENT     GRADE     INCOME  
Assets                        
Investments in securities:                        
Cost – Unaffiliated issuers $ 132,483,985   $  322,876,836   $  365,391,377   $  476,499,820  
Cost – Affiliated money market fund (Note 2)   —     1,100,000     3,650,000     17,660,000  
Total cost of investments $  132,483,985   $  323,976,836   $  369,041,377   $  494,159,820  
 
Value – Unaffiliated issuers (Note 1A) $ 132,483,985    $  335,038,229   $  405,598,024   $  499,669,832  
Value – Affiliated money market fund (Note 2)   —     1,100,000     3,650,000     17,660,000  
Total value of investments   132,483,985     336,138,229     409,248,024     517,329,832  
Cash   3,756,137     170,310     109,998     2,020,284  
Receivables:                        
Investment securities sold   —     2,889,800     9,154,379     —  
Interest   100,208     1,378,146     6,201,049     9,869,781  
Shares sold   —     250,121     908,983     284,740  
Other assets   18,464     32,889     36,668     48,486  
 
Total Assets   136,358,794     340,859,495     425,659,101     529,553,123  
 
Liabilities                        
Payables:                        
Investment securities purchased   —     3,170,250     5,818,881     12,687,940  
Shares redeemed   425,683     509,039     691,915     493,423  
Dividends payable   —     88,305     153,549     523,193  
Accrued advisory fees   —     152,117     186,618     291,780  
Accrued shareholder servicing costs   55,828     56,674     69,648     97,780  
Accrued expenses   35,137     44,297     41,700     61,004  
 
Total Liabilities   516,648     4,020,682     6,962,311     14,155,120  
 
Net Assets $ 135,842,146    $  336,838,813   $  418,696,790   $  515,398,003  
Net Assets Consist of:                        
Capital paid in $ 135,842,146    $  330,282,277   $  410,491,927   $  762,000,501  
Undistributed net investment income (deficit)   —     18,529     (1,228,073 )   731,963  
Accumulated net realized loss on investments   —     (5,623,386 )   (30,773,711 )   (270,504,473 )
Net unrealized appreciation in value of investments   —     12,161,393     40,206,647     23,170,012  
Total $ 135,842,146    $  336,838,813   $  418,696,790   $  515,398,003  
 
Net Assets:                        
Class A $ 134,103,104    $  325,979,197   $  404,841,336   $  504,506,610  
Class B $   1,739,042   $  10,859,616   $   13,855,454   $    10,891,393  
Shares outstanding (Note 8):                        
Class A   134,103,104     28,693,702     41,278,452     202,995,352  
Class B   1,739,042     956,484     1,412,479     4,377,895  
 
Net asset value and redemption price per share — Class A $  1.00 # $  11.36   $  9.81   $  2.49  
 
Maximum offering price per share — Class A                        
(Net asset value/.9425)*   N/A   $  12.05   $  10.41   $  2.64  
 
Net asset value and offering price per share — Class B (Note 8) $ 1.00    $  11.35   $  9.81   $  2.49  

 

#Also maximum offering price per share.
*On purchases of $100,000 or more, the sales charge is reduced.

128 See notes to financial statements 129

 


Statements of Assets and Liabilities
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

    TOTAL                 GROWTH &        
    RETURN     VALUE     BLUE CHIP     INCOME     GLOBAL  
Assets                    
Investments in securities:                    
Cost – Unaffiliated issuers $ 335,072,623   $ 309,282,020   $ 307,043,743   $ 561,158,033   $ 215,907,028  
Cost – Affiliated money market fund (Note 2)   5,300,000     13,780,000     3,295,000     27,560,000     9,560,000  
Total cost of investments $ 340,372,623   $ 323,062,020   $ 310,338,743   $ $588,718,033   $ 225,467,028  
 
Value – Unaffiliated issuers (Note 1A) $ 374,677,807   $ $331,896,192   $ 377,988,425   $ 626,456,824   $ 262,645,403  
Value – Affiliated money market fund (Note 2)   5,300,000     13,780,000     3,295,000     27,560,000     9,560,000  
 
Total Value of Investments 379,977,807   345,676,192   381,283,425   654,016,824   272,205,403  
Cash 69,907   92,818   101,851   140,958   184,611  
Receivables:                    
Investment securities sold 1,466,343   451,799   —   366,280   8,014,161  
Dividends and interest 2,046,726   741,525   540,704   794,868   465,575  
Shares sold 280,496   213,018   140,706   381,715   193,991  
Other assets   35,621     34,265     39,935     64,349   27,107  
Total Assets   383,876,900     347,209,617     382,106,621     655,764,994     281,090,848  
Liabilities                    
Payables:                    
Investment securities purchased 4,920,760   503,814   130,845   1,609,745   4,735,489  
Shares redeemed 736,436   488,962   483,151   973,020   373,877  
Dividends payable 28,026   19,738   6,629   10,573   —  
Accrued advisory fees 226,869   207,557   229,275   381,154   209,831  
Accrued shareholder servicing costs 86,120   84,815   125,944   185,279   78,601  
Accrued expenses   53,701     46,338     51,166     75,610     67,548  
Total Liabilities   6,051,912     1,351,224     1,027,010     3,235,381     5,465,346  
Net Assets $ 377,824,988   $ 345,858,393   $ 381,079,611   $ 652,529,613   $ 275,625,502  
Net Assets Consist of:                    
Capital paid in $ 347,997,384   $ 355,273,426   $ 400,443,463   $ 607,984,083   $ 284,192,262  
Undistributed net investment income (deficit) 202,204   775,444   793,109   734,304   (127,034 )
Accumulated net realized loss on investments                    
and foreign currency transactions (9,979,784 ) (32,804,649 ) (91,101,643 ) (21,487,565 ) (55,186,434 )
Net unrealized appreciation in value of investments                    
and foreign currency transactions   39,605,184     22,614,172     70,944,682     65,298,791     46,746,708  
Total $ 377,824,988   $ 345,858,393   $  381,079,611   $ 652,529,613   $ 275,625,502  
Net Assets:                    
Class A $ 360,842,607   $ 334,725,193   $ 366,656,559   $ 626,369,836   $ 269,074,977  
Class B $   16,982,381   $  11,133,200   $   14,423,052   $   26,159,777   $    6,550,525  
Shares outstanding (Note 8):                    
Class A 25,436,773   51,465,348   18,785,688   48,535,131   43,828,432  
Class B 1,216,838   1,739,798   794,664   2,154,048   1,221,117  
Net asset value and redemption price                    
per share – Class A $   14.19   $ 6.50   $   19.52   $ 12.91   $  6.14  
Maximum offering price per share – Class A                    
(Net asset value/.9425)* $  15.06   $ 6.90   $ 20.71   $ 13.70   $  6.51  
Net asset value and offering price per share –                    
Class B (Note 8) $  13.96   $ 6.40   $  18.15   $ 12.14   $  5.36  

 

*On purchases of $100,000 or more, the sales charge is reduced.

130 See notes to financial statements 131

 


Statements of Assets and Liabilities
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

                           
  SELECT       SPECIAL      
    GROWTH     OPPORTUNITY     SITUATIONS     INTERNATIONAL  
Assets                
Investments in securities:                
Cost – Unaffiliated issuers $ 165,560,027   $ 366,825,042   $ 225,840,018   $ 101,606,418  
Cost – Affiliated money market fund (Note 2)   2,135,000     5,120,000     11,865,000     2,055,000  
Total cost of investments $ 167,695,027   $ 371,945,042   $ 237,705,018   $ 103,661,418  
Value – Unaffiliated issuers (Note 1A) $ 190,013,939   $ 417,085,296   $ 266,558,099   $ 129,816,581  
Value – Affiliated money market fund (Note 2)   2,135,000     5,120,000     11,865,000     2,055,000  
Total Value of Investments 192,148,939   422,205,296   278,423,099   131,871,581  
Cash 134,826   147,129   65,964   1,576,375  
Receivables:                
Investment securities sold —   610,467   3,851,641   157,607  
Dividends and interest 82,450   501,344   19,463   726,648  
Shares sold 106,861   228,916   144,330   59,640  
Unrealized appreciation of foreign exchange                
contracts (Note 7) —   —   —   1,811,351  
Other assets   19,394     40,441     27,149     11,586  
Total Assets   192,492,470     423,733,593     282,531,646     136,214,788  
Liabilities                
Payables:                
Investment securities purchased —   383,269   163,227   —  
Shares redeemed 295,127   682,917   419,046   368,850  
Unrealized depreciation of foreign exchange                
contracts (Note 7) —   —   —   2,512,704  
Accrued advisory fees 114,411   248,506   178,546   104,027  
Accrued shareholder servicing costs 67,751   116,189   80,967   46,920  
Accrued expenses   35,630     56,085     39,285     44,025  
Total Liabilities   512,919     1,486,966     881,071     3,076,526  
Net Assets $ 191,979,551   $ 422,246,627   $ 281,650,575   $ 133,138,262  
Net Assets Consist of:                
Capital paid in $ 261,851,409   $ 377,885,503   $ 262,285,116   $ 149,563,721  
Undistributed net investment income —   792,807   —   2,803,825  
Accumulated net realized loss on investments                
and foreign currency transactions (94,325,770 ) (6,691,937 ) (21,352,622 ) (46,762,258 )
Net unrealized appreciation in value of investments                
and foreign currency transactions   24,453,912     50,260,254     40,718,081     27,532,974  
Total $ 191,979,551   $ 422,246,627   $ 281,650,575   $ 133,138,262  
Net Assets:                
Class A $ 183,556,472   $ 402,117,078   $ 274,073,513   $ 129,569,686  
Class B $ 8,423,079   $   20,129,549   $ 7,577,062   $ 3,568,576  
Shares outstanding (Note 8):                
Class A 31,705,177   17,142,795   13,268,633   12,730,483  
Class B 1,579,059   985,051   422,178   359,917  
Net asset value and redemption price                
per share – Class A $ 5.79   $ 23.46   $ 20.66   $ 10.18  
Maximum offering price per share – Class A                
(Net asset value/.9425)* $ 6.14   $ 24.89   $ 21.92   $ 10.80  
Net asset value and offering price per share –                
Class B (Note 8) $ 5.33   $ 20.44   $ 17.95   $ 9.91  


*On purchases of $100,000 or more, the sales charge is reduced.

 

132 See notes to financial statements 133

 


Statements of Operations
FIRST INVESTORS INCOME FUNDS
Year Ended September 30, 2010

                         
  CASH       INVESTMENT      
     MANAGEMENT     GOVERNMENT     GRADE     INCOME  
Investment Income                
 
Income:                
Interest $ 442,389   $ 14,423,695   $ 20,803,920   $ 40,631,759  
Dividends —   —   —   2,523  
Dividends from affiliate (Note 2)      —        18,629        8,982        22,413  
 
Total income   442,389     14,442,324     20,812,902     40,656,695  
 
Expenses (Notes 1 and 3):                
Advisory fees 748,038   2,089,304   2,471,743   3,528,352  
Distribution plan expenses – Class A —   913,000   1,079,280   1,405,293  
Distribution plan expenses – Class B 18,137   122,278   147,464   112,308  
Shareholder servicing costs 680,548   633,143   778,263   1,096,365  
Professional fees 43,785   51,734   63,497   76,348  
Registration fees 46,341   51,823   49,348   41,185  
Custodian fees 26,934   47,250   32,086   40,220  
Reports to shareholders 35,008   13,920   15,080   29,949  
Trustees’ fees 7,734   15,733   18,489   23,907  
Other expenses   36,761     83,727     68,046     99,505  
 
Total expenses 1,643,286   4,021,912   4,723,296   6,453,432  
Less: Expenses waived (1,197,616 ) (348,217 ) (411,957 ) (171,003 )
Expenses paid indirectly   (3,281 )   (1,421 )   (1,684 )   (2,158 )
 
Net expenses   442,389     3,672,274     4,309,655     6,280,271  
 
Net investment income   —     10,770,050     16,503,247     34,376,424  
 
Realized and Unrealized Gain (Loss) on Investments (Note 2):                
 
Net realized gain (loss) on investments —   3,103,773   13,779,861   (6,736,530 )
 
Net unrealized appreciation of investments   —     2,718,962     16,328,093     41,269,692  
 
Net gain on investments   —     5,822,735     30,107,954     34,533,162  
 
Net Increase in Net Assets Resulting from Operations $  —   $ 16,592,785   $ 46,611,201   $ 68,909,586  

 

134 See notes to financial statements 135

 


Statements of Operations
FIRST INVESTORS EQUITY FUNDS
Year Ended September 30, 2010

                               
  TOTAL           GROWTH &      
    RETURN     VALUE     BLUE CHIP     INCOME     GLOBAL  
Investment Income                    
Dividends $ 4,441,306 (a) $ 9,488,807 (b) $ 8,942,698 (c) $  13,276,646 (d) $ 4,620,727 (e)
Dividends from affiliate (Note 2) 8,605   28,054   8,362   19,762   17,802  
Interest   7,276,880     —     —     —     59  
 
Total income   11,726,791     9,516,861     8,951,060     13,296,408     4,638,588  
 
Expenses (Notes 1 and 3):                    
Advisory fees 2,671,189   2,508,075   2,857,353   4,661,337   2,582,274  
Distribution plan expenses – Class A 1,019,838   972,211   1,103,789   1,836,162   769,840  
Distribution plan expenses – Class B 185,523   117,734   164,250   287,195   68,841  
Shareholder servicing costs 911,213   927,172   1,373,706   2,003,222   919,817  
Professional fees 52,560   52,864   61,612   91,992   44,505  
Custodian fees 42,483   17,971   16,557   34,502   104,016  
Registration fees 47,834   37,921   40,200   42,597   42,273  
Reports to shareholders 21,740   19,630   31,056   38,849   25,188  
Trustees’ fees 17,938   16,907   19,449   32,327   13,329  
Other expenses   74,670     66,655     72,722     111,987     89,508  
 
Total expenses 5,044,988   4,737,140   5,740,694   9,140,170   4,659,591  
Less: Expenses waived —   —   —   —   (79,049 )
Expenses paid indirectly   (2,466 )   (2,311 )   (2,645 )   (4,412 )   (1,815 )
 
Net expenses   5,042,522     4,734,829     5,738,049     9,135,758     4,578,727  
 
Net investment income   6,684,269     4,782,032     3,213,011     4,160,650     59,861  
 
Realized and Unrealized Gain (Loss) on Investments                    
(Note 2):                    
Net realized gain (loss) on:                    
Investments 4,700,281   11,905,008   5,636,663   3,057,400   16,137,871  
Foreign currency transactions   —     —     —     —     (134,819 )
Net realized gain on investments                    
and foreign currency transactions   4,700,281     11,905,008     5,636,663     3,057,400     16,003,052  
 
Net unrealized appreciation of investments   20,333,126     14,490,454     14,721,082     46,947,411     2,462,568  
Net gain on investments and foreign                    
currency transactions   25,033,407     26,395,462     20,357,745     50,004,811     18,465,620  
Net Increase in Net Assets Resulting                    
from Operations $ 31,717,676   $ 31,177,494   $ 23,570,756   $ 54,165,461   $ 18,525,481  


(a) Net of $28,291 foreign taxes withheld
(b) Net of $57,018 foreign taxes withheld
(c) Net of $39,544 foreign taxes withheld
(d) Net of $85,363 foreign taxes withheld

(e) Net of $274,008 foreign taxes withheld

 

 

136 See notes to financial statements 137

 


Statements of Operations
FIRST INVESTORS EQUITY FUNDS
Year Ended September 30, 2010

                          
  SELECT       SPECIAL      
    GROWTH     OPPORTUNITY      SITUATIONS       INTERNATIONAL  
Investment Income                
Dividends $ 2,006,117   $ 6,740,654 (f) $ 3,316,842   $ 3,978,081 (g)
Dividends from affiliate (Note 2) 4,370   5,264   27,082   5,630  
Interest   —     —     —     171  
 
Total income   2,010,487     6,745,918     3,343,924     3,983,882  
 
Expenses (Notes 1 and 3):                
Advisory fees 1,396,061   2,987,526   2,515,255   1,181,488  
Distribution plan expenses – Class A 530,628   1,141,999   781,606   351,196  
Distribution plan expenses – Class B 92,653   217,678   81,652   34,946  
Shareholder servicing costs 805,709   1,339,881   932,820   555,659  
Professional fees 36,625   61,461   43,475   40,397  
Custodian fees 10,657   32,103   24,596   135,821  
Registration fees 34,609   46,224   40,414   44,303  
Reports to shareholders 17,329   28,084   21,418   12,588  
Trustees’ fees 9,402   20,261   13,529   6,023  
Other expenses   38,042     79,804     51,165     36,220  
 
Total expenses 2,971,715   5,955,021   4,505,930   2,398,641  
Less: Expenses waived —   —   (365,650 ) —  
Expenses paid indirectly   (1,282 )   (2,771 )   (1,850 )   (830 )
 
Net expenses   2,970,433     5,952,250     4,138,430     2,397,811  
 
Net investment income (loss)   (959,946 )   793,668     (794,506 )   1,586,071  
 
Realized and Unrealized Gain (Loss) on Investments                
and Foreign Currency Transactions (Note 2):                
Net realized gain (loss) on:                
Investments 11,072,238   17,731,893   26,160,463   (3,247,752 )
Foreign currency transactions   —     —     —     476,147  
Net realized gain (loss) on investments                
and foreign currency transactions   11,072,238     17,731,893     26,160,463     (2,771,605 )
Net unrealized appreciation of:                
Investments 5,200,313   30,124,890   5,717,051   17,864,235  
Foreign currency transactions   —     —     —     62,258  
Net unrealized appreciation of investments                
and foreign currency transactions   5,200,313     30,124,890     5,717,051     17,926,493  
 
Net gain on investments and foreign currency transactions   16,272,551     47,856,783     31,877,514     15,154,888  
 
Net Increase in Net Assets Resulting from Operations $ 15,312,605   $ 48,650,451   $ 31,083,008   $ 16,740,959  


(f) Net of $9,387 foreign taxes withheld
(g) Net of $312,369 foreign taxes withheld

 

 

138 See notes to financial statements 139

 


Statements of Changes in Net Assets
FIRST INVESTORS INCOME FUNDS

   
      CASH MANAGEMENT     GOVERNMENT     INVESTMENT GRADE     INCOME  
Year Ended September 30      2010     2009     2010     2009     2010     2009     2010     2009  
Increase (Decrease) in Net Assets From Operations                                                
Net investment income $ —   $ 1,221,501   $ 10,770,050   $ 10,935,987   $ 16,503,247   $ 15,274,428   $ 34,376,424   $ 35,830,693  
Net realized gain (loss) on investments   —     —     3,103,773     980,301     13,779,861     (12,048,295 )   (6,736,530 )   (112,253,431 )
Net unrealized appreciation of investments    —     —     2,718,962     10,055,950     16,328,093     45,188,050     41,269,692     88,440,358  
 
Net increase in net assets resulting                                                
from operations    —     1,221,501     16,592,785     21,972,238     46,611,201     48,414,183     68,909,586     12,017,620  
 
Dividends to Shareholders                                                
Net investment income – Class A   —     (1,215,241 )   (11,719,577 )   (11,010,399 )   (17,308,661 )   (15,729,968 )   (35,370,028 )   (36,620,365 )
Net investment income – Class B    —     (6,260 )   (390,654 )   (439,921 )   (611,139 )   (760,072 )   (775,851 )   (980,700 )
Total dividends    —     (1,221,501 )   (12,110,231 )   (11,450,320 )   (17,919,800 )   (16,490,040 )   (36,145,879 )   (37,601,065 )
Share Transactions*                                                
Class A:                                                
Proceeds from shares sold   103,494,290     149,200,434     77,347,300     89,368,837     92,777,083     62,035,917     60,690,077     38,647,729  
Reinvestment of dividends   —     1,183,936     10,581,329     9,894,128     15,532,529     13,931,701     28,803,544     29,097,696  
Cost of shares redeemed    (141,727,633 )   (212,143,550 )   (53,101,171 )   (50,746,193 )   (56,404,349 )   (48,574,281 )   (55,246,111 )   (64,519,916 )
     (38,233,343 )   (61,759,180 )   34,827,458     48,516,772     51,905,263     27,393,337     34,247,510     3,225,509  
Class B:                                                
Proceeds from shares sold   1,539,880     4,860,797     1,715,685     4,308,972     1,808,223     2,161,072     1,330,180     1,369,449  
Reinvestment of dividends   —     6,061     362,862     411,452     565,450     691,880     661,566     796,975  
Cost of shares redeemed    (3,230,970 )   (5,000,550 )   (4,525,074 )   (3,684,416 )   (5,959,456 )   (5,425,434 )   (3,552,378 )   (4,484,336 )
     (1,691,090 )   (133,692 )   (2,446,527 )   1,036,008     (3,585,783 )   (2,572,482 )   (1,560,632 )   (2,317,912 )
Net increase (decrease) from share transactions   (39,924,433 )   (61,892,872 )   32,380,931     49,552,780     48,319,480     24,820,855     32,686,878     907,597  
Net increase (decrease) in net assets   (39,924,433 )   (61,892,872 )   36,863,485     60,074,698     77,010,881     56,744,998     65,450,585     (24,675,848 )
Net Assets                                                
Beginning of year    175,766,579     237,659,451     299,975,328     239,900,630     341,685,909     284,940,911     449,947,418     474,623,266  
End of year† $ 135,842,146   $ 175,766,579   $ 336,838,813   $ 299,975,328   $ 418,696,790   $ 341,685,909   $ 515,398,003   $ 449,947,418  
 
†Includes undistributed net investment income (deficit) of  $  —   $ —   $ 18,529   $ 121,938   $ (1,228,073 ) $ (732,205 ) $ 731,963   $ 1,087,103  
 
*Shares Issued and Redeemed                                                
Class A:                                                
Sold   103,494,290     149,200,434     6,837,194     8,119,199     9,912,848     7,506,299     25,340,112     18,474,840  
Issued for dividends reinvested   —     1,183,936     935,774     896,474     1,652,178     1,685,746     11,996,262     14,128,160  
Redeemed   (141,727,633 )   (212,143,550 )   (4,701,354 )   (4,609,280 )   (6,026,306 )   (5,958,625 )   (23,070,665 )   (31,275,460 )
Net increase (decrease) in Class A shares outstanding   (38,233,343 )   (61,759,180 )   3,071,614     4,406,393     5,538,720     3,233,420     14,265,709     1,327,540  
 
Class B:                                                
Sold   1,539,880     4,860,797     151,892     391,751     193,657     263,623     554,862     664,130  
Issued for dividends reinvested   —     6,061     32,138     37,308     60,264     84,000     275,454     387,573  
Redeemed    (3,230,970 )   (5,000,550 )   (400,873 )   (334,945 )   (639,197 )    (668,820 )   (1,483,639 )   (2,160,772 )
Net increase (decrease) in Class B shares outstanding   (1,691,090 )   (133,692 )   (216,843 )   94,114     (385,276 )   (321,197 )   (653,323 )   (1,109,069 )

 

140 See notes to financial statements 141

 


Statements of Changes in Net Assets
FIRST INVESTORS EQUITY FUNDS

      TOTAL RETURN     VALUE     BLUE CHIP     GROWTH & INCOME  
Year Ended September 30      2010     2009     2010     2009     2010     2009     2010     2009  
Increase (Decrease) in Net Assets From Operations                                                
Net investment income $ 6,684,269   $ 6,724,242   $ 4,782,032   $ 5,849,817   $ 3,213,011   $ 4,058,526   $ 4,160,650   $ 4,423,835  
Net realized gain (loss) on investments   4,700,281     (9,483,692 )   11,905,008     (13,268,873 )   5,636,663     (9,977,253 )   3,057,400     (20,403,791 )
Net unrealized appreciation (depreciation) of investments   20,333,126     10,774,205     14,490,454      (20,963,487 )    14,721,082      (31,288,703 )    46,947,411     (32,959,787 )
 
Net increase (decrease) in net assets resulting                                                
from operations   31,717,676     8,014,755     31,177,494      (28,382,543 )    23,570,756      (37,207,430 )    54,165,461      (48,939,743 )
 
Distributions to Shareholders                                                
Net investment income – Class A   (7,206,405 )   (7,294,927 )   (4,770,685 )   (5,289,493 )   (3,748,853 )   (3,817,452 )   (3,447,522 )   (6,507,658 )
Net investment income – Class B   (265,077 )   (411,162 )   (91,965 )   (157,251 )   (65,517 )   (110,020 )   (7,107 )   (312,817 )
Net realized gains – Class A   —     —     —     —     —     —     —     (1,098,693 )
Net realized gains – Class B   —     —     —      —      —      —      —      (73,074 )
 
Total distributions   (7,471,482 )   (7,706,089 )   (4,862,650 )    (5,446,744 )    (3,814,370 )    (3,927,472 )    (3,454,629 )    (7,992,242 )
 
Share Transactions *                                                
Class A:                                                
Proceeds from shares sold   65,236,988     48,128,682     47,998,032     46,162,803     42,299,508     41,475,826     86,759,378     78,339,719  
Reinvestment of distributions   7,095,031     7,183,309     4,692,913     5,211,749     3,717,017     3,786,180     3,415,609     7,539,347  
Cost of shares redeemed   (50,060,155 )   (45,000,268 )    (51,740,503 )    (44,829,250 )    (55,163,840 )    (46,153,726 )    (89,994,980 )    (79,223,395 )
 
     22,271,864     10,311,723     950,442      6,545,302     (9,147,315 )    (891,720 )    180,007      6,655,671  
Class B:                                                
Proceeds from shares sold   1,479,911     1,896,768     931,640     1,383,432     1,258,064     1,712,240     2,407,343     2,970,932  
Reinvestment of distributions   263,214     405,877     91,498     156,218     65,439     109,716     7,097     384,206  
Cost of shares redeemed    (6,622,753 )   (6,192,908 )   (3,250,976 )    (4,455,394 )    (6,213,513 )    (6,707,446 )    (9,067,038 )    (9,309,449 )
 
     (4,879,628 )   (3,890,263 )   (2,227,838 )    (2,915,744 )    (4,890,010 )    (4,885,490 )    (6,652,598 )    (5,954,311 )
 
Net increase (decrease) from share transactions    17,392,236     6,421,460     (1,277,396 )    3,629,558      (14,037,325 )    (5,777,210 )    (6,472,591 )    701,360  
 
Net increase (decrease) in net assets   41,638,430     6,730,126     25,037,448     (30,199,729 )   5,719,061     (46,912,112 )   44,238,241     (56,230,625 )
 
Net Assets                                                
Beginning of year    336,186,558      329,456,432      320,820,945      351,020,674      375,360,550      422,272,662      608,291,372      664,521,997  
 
End of year† $ 377,824,988   $   336,186,558   $ 345,858,393   $ 320,820,945   $ 381,079,611   $   375,360,550   $ 652,529,613   $ 608,291,372  
 
†Includes undistributed net investment income of $ 202,204   $ 470,660   $ 775,444   $ 1,047,762   $ 793,109   $ 1,394,468   $ 734,304   $ 34,203  
 
*Shares Issued and Redeemed                                                
Class A:                                                
Sold   4,717,067     4,109,052     7,583,329     8,803,750     2,190,993     2,580,194     6,879,346     7,829,046  
Issued for distributions reinvested   513,741     603,791     743,977     985,364     192,725     232,570     271,569     746,863  
Redeemed    (3,616,060 )   (3,885,466 )    (8,163,446 )    (8,634,264 )    (2,851,867 )    (2,883,244 )   (7,135,325 )    (8,010,238 )
 
Net increase (decrease) in Class A shares outstanding    1,614,748      827,377      163,860      1,154,850     (468,149 )    (70,480 )    15,590      565,671  
 
Class B:                                                
Sold   108,792     165,872     149,472     272,994     69,790     115,095     203,071     317,151  
Issued for distributions reinvested   19,385     34,840     14,731     30,278     3,627     7,334     584     40,830  
Redeemed   (489,191 )    (543,696 )    (523,549 )    (868,516 )    (345,863 )    (446,123 )    (765,993 )    (984,923 )
 
Net decrease in Class B shares outstanding    (361,014 )    (342,984 )   (359,346 )    (565,244 )   (272,446 )    (323,694 )    (562,338 )    (626,942 )

 

142 See notes to financial statements 143

 


Statements of Changes in Net Assets
FIRST INVESTORS EQUITY FUNDS

      GLOBAL     SELECT GROWTH     OPPORTUNITY     SPECIAL SITUATIONS  
Year Ended September 30      2010     2009     2010     2009     2010     2009     2010     2009  
 
Increase (Decrease) in Net Assets From Operations                                                
Net investment income (loss) $ 59,861   $ 753,481   $ (959,946 ) $ (928,942 ) $ 793,668   $ 121,938   $ (794,506 ) $ 418,246  
Net realized gain (loss) on investments                                                
and foreign currency transactions   16,003,052     (64,378,267 )   11,072,238     (72,064,132 )   17,731,893     (24,480,008 )   26,160,463     (47,829,807 )
Net unrealized appreciation (depreciation) of investments                                                
and foreign currency transactions    2,462,568     63,840,351     5,200,313     27,119,973     30,124,890     (2,830,615 )    5,717,051     32,434,302  
 
Net increase (decrease) in net assets resulting                                                
  from operations   18,525,481     215,565     15,312,605     (45,873,101 )   48,650,451     (27,188,685 )   31,083,008     (14,977,259 )
 
Distributions to Shareholders                                                
Net investment income – Class A   (427,532 )   (700,428 )   —     —     —     —     —     (316,738 )
Net investment income – Class B   —     (15,414 )   —     —     —     —     —     (769 )
Distributions in excess of net investment income – Class A   —     (1,000,030 )   —     —     —     —     —     —  
Distributions in excess of net investment income – Class B   —     (37,956 )   —     —     —     —     —     —  
Net realized gains – Class A   —     —     —     —     —     (10,298,045 )   —     (6,706,340 )
Net realized gains – Class B   —     —     —     —     —     (918,722 )   —     (335,771 )
 
Total distributions   (427,532 )   (1,753,828 )   —     —     —     (11,216,767 )   —     (7,359,618 )
 
Share Transactions *                                                
Class A:                                                
Proceeds from shares sold   37,303,365     27,829,425     28,932,274     30,784,311     56,923,811     45,788,903     35,218,514     31,078,864  
Reinvestment of distributions   421,308     1,665,406     —     —     —     10,254,773     —     6,983,764  
Cost of shares redeemed   (35,543,345 )   (27,935,429 )   (29,917,838 )   (26,091,741 )   (56,238,588 )   (43,909,512 )   (37,396,683 )   (29,343,070 )
 
    2,181,328     1,559,402     (985,564 )   4,692,570     685,223     12,134,164     (2,178,169 )   8,719,558  
 
Class B:                                                
Proceeds from shares sold   802,245     1,013,659     778,215     1,073,575     1,670,590     1,869,978     668,989     785,115  
Reinvestment of distributions   —     53,157     —     —     —     916,291     —     335,504  
Cost of shares redeemed   (2,001,142 )   (2,161,628 )   (3,551,178 )   (4,659,036 )   (7,204,124 )   (7,105,182 )   (2,842,096 )   (2,961,582 )
 
    (1,198,897 )   (1,094,812 )   (2,772,963 )   (3,585,461 )   (5,533,534 )   (4,318,913 )   (2,173,107 )   (1,840,963 )
 
Net increase (decrease) from share transactions   982,431     464,590     (3,758,527 )   1,107,109     (4,848,311 )   7,815,251     (4,351,276 )   6,878,595  
 
Net increase (decrease) in net assets   19,080,380     (1,073,673 )   11,554,078     (44,765,992 )   43,802,140     (30,590,201 )   26,731,732     (15,458,282 )
 
Net Assets                                                
Beginning of year   256,545,122     257,618,795     180,425,473     225,191,465     378,444,487     409,034,688     254,918,843     270,377,125  
 
End of year† $ 275,625,502   $ 256,545,122   $ 191,979,551   $ 180,425,473   $ 422,246,627   $   378,444,487   $ 281,650,575   $ 254,918,843  
 
†Includes undistributed net investment income (deficit) of $ (127,034 ) $ (113,939 ) $ —   $ —   $ 792,807   $ 73,125   $ —   $ 363,450  
 
*Shares Issued and Redeemed                                                
Class A:                                                
Sold   6,360,255     5,981,721     5,206,038     6,231,108     2,558,776     2,694,996     1,802,540     2,014,582  
Issued for distributions reinvested   70,927     370,090     —     —     —     620,749     —     471,557  
Redeemed   (6,087,314 )   (6,117,705 )   (5,392,868 )   (5,303,836 )   (2,529,554 )   (2,613,382 )   (1,909,903 )   (1,920,295 )
 
Net increase (decrease) in Class A shares outstanding   343,868     234,106     (186,830 )   927,272     29,222     702,363     (107,363 )   565,844  
 
Class B:                                                
Sold   156,238     257,172     151,295     236,169     85,932     126,727     39,330     58,566  
Issued for distributions reinvested   —     13,356     —     —     —     62,889     —     25,749  
Redeemed   (392,927 )   (529,400 )   (695,270 )   (984,800 )   (370,238 )   (475,942 )   (167,386 )   (219,514 )
 
Net decrease in Class B shares outstanding   (236,689 )   (258,872 )   (543,975 )   (748,631 )   (284,306 )   (286,326 )   (128,056 )   (135,199 )

 

144 See notes to financial statements 145

 


Statements of Changes in Net Assets
FIRST INVESTORS EQUITY FUNDS

    INTERNATIONAL  
Year Ended September 30   2010     2009  
Increase (Decrease) in Net Assets From Operations            
Net investment income $ 1,586,071   $ 1,022,732  
Net realized loss on investments            
and foreign currency transactions   (2,771,605 )   (23,842,576 )
Net unrealized appreciation of investments            
and foreign currency transactions   17,926,493     19,013,662  
Net increase (decrease) in net assets            
resulting from operations   16,740,959     (3,806,182 )
Dividends to Shareholders            
Net investment income – Class A   (255,393 )   (1,461,635 )
Net investment income – Class B   —     (46,959 )
 
Total dividends   (255,393 )   (1,508,594 )
Share Transactions *            
Class A:            
Proceeds from shares sold   24,832,707     22,093,794  
Reinvestment of dividends   254,426     1,452,292  
Cost of shares redeemed   (19,203,741 )   (15,560,100 )
 
    5,883,392     7,985,986  
Class B:            
Proceeds from shares sold   434,739     520,694  
Reinvestment of dividends   —     46,946  
Cost of shares redeemed   (711,435 )   (768,606 )
 
    (276,696 )   (200,966 )
 
Net increase from share transactions   5,606,696     7,785,020  
 
Net increase in net assets   22,092,262     2,470,244  
 
Net Assets            
Beginning of year   111,046,000     108,575,756  
 
End of year † $ 133,138,262   $ 111,046,000  
 
†Includes undistributed net investment income of $ 2,803,825   $ 994,587  
 
*Shares Issued and Redeemed            
Class A:            
Sold   2,673,494     2,936,440  
Reinvestment of dividends   27,299     189,594  
Redeemed   (2,061,028 )   (2,078,169 )
 
Net increase in Class A shares outstanding   639,765     1,047,865  
 
Class B:            
Sold   48,103     71,230  
Reinvestment of dividends   —     6,234  
Redeemed   (78,501 )   (103,335 )
 
Net decrease in Class B shares outstanding   (30,398 )   (25,871 )

 

146 See notes to financial statements

 


Notes to Financial Statements
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

1. Significant Accounting Policies—First Investors Income Funds (“Income Funds”) and First Investors Equity Funds (“Equity Funds”), each a Delaware statutory trust (each a “Trust”, collectively, “the Trusts”), are registered under the Investment Company Act of 1940 (“the 1940 Act”) as diversified, open-end management investment companies and operate as series funds. The Income Funds issue shares of beneficial interest in the Cash Management Fund, Government Fund, Investment Grade Fund and Fund For Income. The Equity Funds issue shares of beneficial interest in the Total Return Fund, Value Fund, Blue Chip Fund, Growth & Income Fund, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund, and International Fund (each a “Fund”, collectively, “the Funds”). The Trusts account separately for the assets, liabilities and operations of each Fund. The objective of each Fund as of September 30, 2010 is as follows:

Cash Management Fund seeks to earn a high rate of current income consistent with the preservation of capital and maintenance of liquidity.

Government Fund seeks to achieve a significant level of current income which is consistent with security and liquidity of principal.

Investment Grade Fund seeks to generate a maximum level of income consistent with investment in investment grade debt securities.

Fund For Income seeks high current income.

Total Return Fund seeks high, long-term total investment return consistent with moderate investment risk.

Value Fund seeks total return.

Blue Chip Fund seeks high total investment return.

Growth & Income Fund seeks long-term growth of capital and current income.

Global Fund seeks long-term capital growth.

Select Growth Fund seeks long-term growth of capital.

Opportunity Fund seeks long-term capital growth.

Special Situations Fund seeks long-term growth of capital.

International Fund primarily seeks long-term capital growth.

A. Security Valuation—Except as provided below, a security listed or traded on an exchange or the Nasdaq Stock Market is valued at its last sale price on the exchange or market where the security is principally traded, and lacking any sales, the security

147

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

is valued at the mean between the closing bid and asked prices. Securities traded in the over-the-counter (“OTC”) market (including securities listed on exchanges whose primary market is believed to be OTC) are valued at the mean between the last bid and asked prices based on quotes furnished by a market maker for such securities. Securities may also be priced by pricing services approved by the Trusts’ Board of Trustees (the “Board”). The pricing services consider security type, rating, market condition and yield data as well as market quotations, prices provided by market makers and other available information in determining value. Short-term debt securities that mature in 60 days or less are valued at amortized cost.

The Funds monitor for significant events occurring prior to the close of trading on the New York Stock Exchange that could have a material impact on the value of any securities that are held by the Funds. Examples of such events include trading halts, natural disasters, political events and issuer-specific developments. If the Valuation Committee decides that such events warrant using fair value estimates, it will take such events into consideration in determining the fair values of such securities. If market quotations or prices are not readily available or determined to be unreliable, the securities will be valued at fair value as determined in good faith pursuant to procedures adopted by the Board. The Funds also use a pricing service to fair value foreign securities in the event that fluctuation in U.S. securities markets exceed a predetermined level or if a foreign market is closed. For valuation purposes, where applicable, quotations of foreign securities in foreign currency are translated to U.S. dollar equivalents using the foreign exchange quotation in effect. At September 30, 2010, Fund For Income held six securities that were fair valued by its Valuation Committee with an aggregate value of $13,644, representing 0.0% of the Fund’s net assets.

The Cash Management Fund values its portfolio securities in accordance with the amortized cost method of valuation under Rule 2a-7 of the 1940 Act. Amortized cost is an approximation of market value of an instrument, whereby the difference between its acquisition cost and market value at maturity is amortized on a straight-line basis over the remaining life of the instrument. The effect of changes in the market value of a security as a result of fluctuating interest rates is not taken into account and thus the amortized cost method of valuation may result in the value of a security being higher or lower than its actual market value.

148

 


In accordance with Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures (“ASC 820”), formerly known as Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements, investments held by the Funds are carried at “fair value”. As defined by ASC 820, fair value is the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions.

In addition to defining fair value, ASC 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

Equity securities traded on an exchange or the Nasdaq Stock Market are categorized in Level 1 of the fair value hierarchy to the extent that they are actively traded and valuation adjustments are not applied. Foreign securities that are fair valued in the event that fluctuations in U.S. securities markets exceed a predetermined level or if a foreign market is closed are categorized in Level 2. Corporate and municipal bonds, asset backed, U.S. Government and U.S. Agency securities are categorized in Level 2 to the extent that the inputs are observable and timely, otherwise they would be categorized as Level 3. Short-term notes that are valued at amortized cost are categorized in Level 2. Investments in the affiliated unregistered money market fund are categorized as Level 1. Foreign exchange contracts that are considered derivative instruments and are valued at the net unrealized appreciation or depreciation on the instruments are categorized in Level 2. Restricted securities and securities that are fair valued by the Valuation Committee may be categorized in either Level 2 or Level 3 of the fair value hierarchy depending on the relative significance of valuation inputs.

The aggregate value by input level, as of September 30, 2010, for each Fund’s investments is included at the end of each Fund’s portfolio of investments.

In January 2010, FASB released Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). Among the new disclosures and clarifications of existing disclosures ASU No. 2010-06 requires

149

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

the Funds to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements and to describe the reasons for the transfers. Significance shall be judged with respect to total earnings and total assets or total liabilities. ASU No. 2010-06 requires the Level 3 roll forward reconciliation of beginning and ending balances to be prepared on a gross basis, in particular separately presenting information about purchases, sales, issuances, and settlements. ASU No. 2010-06 also requires disclosure of the reasons for significant transfers in and out of Level 3. The Funds adopted ASU No. 2010-06 on January 1, 2010, except for the Level 3 gross basis roll forward reconciliation which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.

B. Federal Income Taxes—No provision has been made for federal income taxes on net income or capital gains since it is the policy of each Fund to continue to comply with the special provisions of the Internal Revenue Code applicable to investment companies, and to make sufficient distributions of income and capital gains (in excess of any available capital loss carryovers) to relieve it from all, or substantially all, such taxes. At September 30, 2010, capital loss carryovers were as follows:

                         Year Capital Loss Carryovers Expire                   
Fund     Total   2011   2012   2013   2014   2015   2016   2017   2018
Government $ 5,623,386 $  — $ 308,826 $ 1,600,894 $ 740,643 $ 1,909,473 $ 1,063,550 $ — $ —
Investment Grade   30,773,711 —   —   —   —   3,567,502   401,409   26,804,800 —
Fund For Income   259,762,605 52,099,335   25,740,298   10,200,012   7,456,986   24,660,250   5,033,118   23,949,720 110,622,886
Total Return   8,644,290 —   —   —   —   —   —   5,168,651 3,475,639
Value   32,785,545 14,265,890   —   —   —   —   —   18,519,655 —
Blue Chip*   85,083,025 70,632,641   —   —   —   —   —   12,329,978 2,120,406
Growth & Income   18,969,083 —   —   —   —   —   —   8,796,265 10,172,818
Global   47,792,818 —   —   —   —   —   —   18,998,989 28,793,829
Select Growth   94,321,335 —   —   —   —   —   2,098,139   48,016,088 44,207,108
Opportunity   6,689,308 —   —   —   —   —   —   4,904,349 1,784,959
Special Situations   19,696,194 —   —   —   —   —   —   12,205,466 7,490,728
International   42,081,579 —   —   —   —   82,339   1,552,900   19,541,066 20,905,274

 

* For Blue Chip Fund, $1,445,102 of the $85,083,025 capital loss carryover was acquired on August 10, 2007 in the
tax free reorganization with the First Investors Focused Equity Fund that was approved by the Equity Fund’s Board of
Trustees. Due to the reorganization the Fund will have available for utilization $1,445,102 for the taxable year 2011.
These capital loss carryovers will expire in 2011.

 

150

 


The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2007 – 2009, or expected to be taken in the Funds’ 2010 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, New York State, New York City and foreign jurisdictions where the Funds make significant investments; however the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

C. Distributions to Shareholders—Dividends from net investment income of the Government Fund, Investment Grade Fund and Fund For Income are generally declared daily and paid monthly. The Cash Management Fund declares distributions, if any, daily and pays distributions monthly. Distributions are declared from the total of net investment income plus or minus all realized short-term gains and losses on investments. Dividends from net investment income, if any, of Total Return Fund, Value Fund, Blue Chip Fund and Growth & Income Fund are declared and paid quarterly. Dividends from net investment income, if any, of, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund, and International Fund are declared and paid annually. Distributions from net realized capital gains of each of the other Funds, if any, are normally declared and paid annually. Income dividends and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments for capital loss carryforwards, deferral of wash sales losses, post-October capital losses, net operating losses and foreign currency transactions.

D. Expense Allocation—Expenses directly charged or attributable to a Fund are paid from the assets of that Fund. General expenses of the Trusts are allocated among and charged to the assets of each Fund on a fair and equitable basis, which may be based on the relative assets of each Fund or the nature of the services performed and relative applicability to each Fund.

E. Use of Estimates—The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

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Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

F. Foreign Currency Translations—The accounting records of Global Fund and International Fund are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated to U.S. dollars at the date of valuation. Purchases and sales of investment securities, dividend income and certain expenses are translated to U.S. dollars at the rates of exchange prevailing on the respective dates of such transactions.

Global Fund and International Fund do not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. These changes are included with the net realized and unrealized gains and losses from investments.

Net realized and unrealized gains and losses on foreign currency transactions include gains and losses from the sales of foreign currency and gains and losses on accrued foreign dividends and related withholding taxes.

G. Other—Security transactions are generally accounted for on the first business day following the date the securities are purchased or sold, except for financial reporting purposes, which is trade date. Cost is determined, and gains and losses are based, on the identified cost basis for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Interest income and estimated expenses are accrued daily. Bond discounts and premiums are accreted or amortized using the interest method. The Bank of New York Mellon (“BONY”) custodian for the Income Funds has provided credits in the amount of $15 against custodian charges based on the uninvested cash balances of the Funds. For the period, October 1, 2009 through October 7, 2009 BONY served as custodian for the Total Return, Value, Blue Chip, Growth & Income, Select Growth, Opportunity and Special Situations Funds. Effective October 8, 2009, Brown Brothers Harriman & Co. (“BBH”) became the custodian for the Total Return, Value, Blue Chip, Growth & Income, Select Growth, Opportunity and Special Situations Funds. BBH has served as custodian to the Global Fund and the International Fund since the Funds’ inception. The Funds reduced expenses through brokerage service arrangements. For the year ended September 30, 2010, expenses were reduced by $8,529 for the Income Funds and by $20,382 for the Equity Funds under these arrangements.

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2. Security Transactions—For the year ended September 30, 2010, purchases and sales of securities and long-term U.S. Government obligations (excluding U.S. Treasury bills, short-term securities and foreign currencies) were as follows:

            Long-Term U.S.
    Securities   Government Obligations
    Cost of   Proceeds   Cost of   Proceeds
Fund     Purchases   of Sales   Purchases   of Sales
Government $ — $ — $ 173,541,167 $ 132,723,220
Investment Grade   247,932,895   197,172,275   —   10,077,313
Fund For Income   387,773,765   364,653,517   —   —
Total Return   129,837,657   106,406,251   28,320,240   35,190,753
Value   69,920,485   68,860,323   —   —
Blue Chip   72,826,002   83,616,930   —   —
Growth & Income   156,063,424   186,090,359   —   —
Global   231,024,612   230,735,483   —   —
Select Growth   178,708,367   183,157,725   —   —
Opportunity   159,640,238   167,973,059   —   —
Special Situations   162,161,036   174,906,697   —   —
International   42,334,340   37,213,147   —   —

 

At September 30, 2010, aggregate cost and net unrealized appreciation of securities for federal income tax purposes were as follows:

        Gross   Gross   Net
    Aggregate   Unrealized   Unrealized   Unrealized
Fund     Cost   Appreciation   Depreciation   Appreciation
Government $ 323,976,836 $ 12,304,291 $ 142,898 $ 12,161,393
Investment Grade   370,435,547   39,157,008   344,531   38,812,477
Fund For Income   494,665,193   34,519,480   11,854,840   22,664,640
Total Return   342,131,222   52,958,606   15,112,020   37,846,586
Value   323,081,125   48,370,158   25,775,090   22,595,068
Blue Chip   316,357,361   85,839,270   20,913,207   64,926,063
Growth & Income   591,236,515   125,288,199   62,507,890   62,780,309
Global   232,860,644   43,702,185   4,357,427   39,344,758
Select Growth   167,699,462   27,458,571   3,009,094   24,449,477
Opportunity   371,947,668   87,264,170   37,006,542   50,257,628
Special Situations   239,361,446   47,437,630   8,375,977   39,061,653
International   104,582,469   28,478,123   1,189,011   27,289,112

 

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Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

Certain of the Funds may invest in First Investors Cash Reserve Fund, LLC (“Cash Reserve Fund”), an affiliated unregistered money market fund managed by First Investors Management Company, Inc. During the year ended September 30, 2010, purchases, sales and dividend income earned by the Funds that invested in the Cash Reserve Fund were as follows:

    Value at   Purchase   Sales   Value at   Dividend
Fund     9/30/09   Shares/Cost   Shares/Costs   9/30/10   Income
Government $ 17,018,000 $ 101,525,000 $ 117,443,000 $ 1,100,000 $ 18,629
Investment Grade   5,775,000   86,175,000   88,300,000   3,650,000   8,982
Fund For Income   4,170,000   198,080,000   184,590,000   17,660,000   22,413
Total Return   700,000   75,865,000   71,265,000   5,300,000   8,605
Value   15,725,000   42,030,000   43,975,000   13,780,000   28,054
Blue Chip   7,485,000   41,085,000   45,275,000   3,295,000   8,362
Growth & Income   5,405,000   116,200,000   94,045,000   27,560,000   19,762
Global   11,955,000   55,985,000   58,380,000   9,560,000   17,802
Select Growth   2,435,000   18,350,000   18,650,000   2,135,000   4,370
Opportunity   3,830,000   76,125,000   74,835,000   5,120,000   5,264
Special Situations   10,031,000   107,805,000   105,971,000   11,865,000   27,082
International   1,250,000   29,215,000   28,410,000   2,055,000   5,630

 

3. Advisory Fee and Other Transactions With Affiliates—Certain officers and trustees of the Trusts are officers and directors of the Trusts’ investment adviser, First Investors Management Company, Inc. (“FIMCO”), their underwriter, First Investors Corporation (“FIC”), their transfer agent, Administrative Data Management Corp. (“ADM”) and/or First Investors Federal Savings Bank (“FIFSB”), custodian of the Funds’ retirement accounts. Trustees of the Trusts who are not “interested persons” of the Funds as defined in the 1940 Act are remunerated by the Funds. For the year ended September 30, 2010, total trustees fees accrued by the Income Funds and Equity Funds amounted to $65,863 and $149,165, respectively.

The Investment Advisory Agreements provide as compensation to FIMCO, an annual fee, payable monthly, at the following rates:

Cash Management Fund—.50% of the Fund’s average daily net assets. During the period October 1, 2009 to September 30, 2010, FIMCO has voluntarily waived $679,446 in advisory fees to limit the Fund’s overall expense ratio to .60% on Class A shares and 1.35% on Class B shares. Also, FIMCO has voluntarily waived an additional $68,592 in advisory fees and assumed $405,058 of other expenses to prevent a negative yield on the Fund’s shares.

154

 


Government and Investment Grade Funds—.66% on the first $500 million of each Fund’s average daily net assets, declining by .02% on each $500 million thereafter, down to .60% on average daily net assets over $1.5 billion. For the year ended September 30, 2010, FIMCO has voluntarily waived 16.7% of the .66% annual fee to limit the advisory fee to .55% of each Fund’s average daily net assets.

Fund For Income—.75% on the first $250 million of the Fund’s average daily net assets, .72% on the next $250 million, .69% on the next $250 million, .66% on the next $500 million, declining by .02% on each $500 million thereafter, down to .60% on average daily net assets over $2.25 billion. For the year ended September 30, 2010, FIMCO has voluntarily waived 6.7% of the .75% annual fee to limit the advisory fee to .70% of the Fund’s average daily net assets.

Total Return, Value, Blue Chip, Growth & Income, Select Growth, and Opportunity Funds—.75% on the first $300 million of each Fund’s average daily net assets, .72% on the next $200 million, .69% on the next $250 million, .66% on the next $500 million, declining by .02% on each $500 million thereafter, down to .60% on average daily net assets over $2.25 billion.

Special Situations Fund—1% on the first $200 million of the Fund’s average daily net assets, .75% on the next $300 million, .72% on the next $250 million, .69% on the next $250 million, .66% on the next $500 million, and .64% on average daily net assets over $1.5 billion. For the year ended September 30, 2010, FIMCO has voluntarily waived 20% of the 1% annual fee to limit the advisory fee to .80% of the Fund’s average daily net assets.

Global and International Funds—.98% on the first $300 million of each Fund’s average daily net assets, .95% on the next $300 million, .92% on the next $400 million, .90% on the next $500 million and .88% on average daily net assets over $1.5 billion. For the year ended September 30, 2010, FIMCO has voluntarily waived 3.1% of the .98% annual fee on Global Fund to limit the advisory fee to .95% of the Fund’s average daily net assets.

For the year ended September 30, 2010, total advisory fees accrued to FIMCO by the Income Funds and Equity Funds were $8,837,437 and $23,360,558, respectively, of which $1,679,215 and $444,699, respectively, was voluntarily waived by FIMCO as noted above.

155

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

For the year ended September 30, 2010, FIC, as underwriter, received from the Income Funds and Equity Funds $6,768,239 and $15,324,094, respectively, in commissions in connection with the sale of shares of the Funds, after allowing $125,789 and $7,845, respectively, to other dealers. For the year ended September 30, 2010, shareholder servicing costs for the Income Funds and Equity Funds included $2,512,303 (of which $44,520 was voluntarily waived by ADM on the Cash Management Fund) and $7,115,154, respectively, in transfer agent fees accrued to ADM and $413,851 and $1,957,902, respectively, in retirement accounts custodian fees accrued to FIFSB.

Pursuant to Distribution Plans adopted under Rule 12b-1 of the 1940 Act, each Fund, other than the Cash Management Fund, is authorized to pay FIC a fee up to .30% of the average daily net assets of the Class A shares and 1% of the average daily net assets of the Class B shares on an annualized basis each fiscal year, payable monthly. The Cash Management Fund is authorized to pay FIC a fee of 1% of the average daily net assets of the Class B shares. The fee consists of a distribution fee and a service fee. The service fee is paid for the ongoing servicing of clients who are shareholders of that Fund. For the year ended September 30, 2010, total distribution plan fees accrued to FIC by the Income Funds and Equity Funds amounted to $3,797,760 and $9,757,741, respectively.

Muzinich & Co., Inc., serves as investment subadviser to Fund For Income. Wellington Management Company, LLP serves as investment subadviser to Global Fund, Smith Asset Management Group, L.P. serves as investment subadviser to Select Growth Fund, Paradigm Capital Management, Inc. serves as investment subadviser to Special Situations Fund and Vontobel Asset Management, Inc. serves as investment subadviser to International Fund. The subadvisers are paid by FIMCO and not by the Funds.

4. Restricted Securities—Certain restricted securities are exempt from the registration requirements under Rule 144A of the Securities Act of 1933 and may only be sold to qualified institutional investors. Unless otherwise noted, these 144A securities are deemed to be liquid. At September 30, 2010, Investment Grade Fund held eighteen 144A securities with an aggregate value of $57,616,787 representing 13.8% of the Fund’s net assets, Fund For Income held seventy-two 144A securities with an aggregate value of $174,000,806 representing 33.8% of the Fund’s net assets, Total Return Fund held sixteen 144A securities with an aggregate value of $17,607,422 representing 4.7% of the Fund’s net assets. Certain restricted securities are exempt from the registration requirements under Section 4(2) of the Securities Act of 1933 and may only be sold to qualified investors. Unless otherwise noted, these Section 4(2) securities are deemed to be liquid. At September 30, 2010, Cash Management Fund held eight Section 4(2) securities with an aggregate value of $28,092,919

156

 


representing 20.7% of the Fund’s net assets. These securities are valued as set forth in Note 1A.

5. High Yield Credit Risk—The investments of Fund For Income in high yield securities whether rated or unrated may be considered speculative and subject to greater market fluctuations and risks of loss of income and principal than lower-yielding, higher-rated, fixed-income securities. The risk of loss due to default by the issuer may be significantly greater for holders of high-yielding securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

6. Forward Currency Contracts—Forward currency contracts are obligations to purchase or sell a specific currency for an agreed-upon price at a future date. When the Global Fund and the International Fund purchase or sell foreign securities they may enter into a forward currency contract to minimize foreign exchange risk between the trade date and the settlement date of such transactions. The Funds could be exposed to risk if counter parties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. Forward currency contracts are “marked-to-market” daily at the applicable translation rate and the resulting unrealized gains or losses are reflected in the Funds’ assets.

The Global Fund and International Fund had no forward currency contracts outstanding at September 30, 2010.

7. Foreign Exchange Contracts—The Global Fund and the International Fund may enter into foreign exchange contracts for the purchase or sale of foreign currencies at negotiated rates at future dates. These contracts are considered derivative instruments and are used to decrease exposure to foreign exchange risk associated with foreign currency denominated securities held by the Funds. The Funds could be exposed to risk if counter parties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. Foreign exchange contracts are “marked-to-market” daily at the applicable translation rate and the resulting unrealized gains and losses are reflected in the Funds’ assets.

The Global Fund had no foreign exchange contracts open at September 30, 2010.

157

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

The International Fund had the following foreign exchange contracts open at September 30, 2010:

Contracts to Buy         Unrealized  
Foreign Currency   In Exchange for Settlement Date   Gain  
 
426,031,000 Indian Rupee US $ 9,083,145 11/18/10 US $ 397,906  
4,747,000 Australian Dollar   4,285,259 11/19/10   311,028  
2,627,000 Swiss Franc   2,397,248 11/19/10   291,733  
1,728,000 Canadian Dollar   1,655,759 11/30/10   28,697  
4,532,000 Brazilian Real   2,447,929 12/2/10   227,080  
4,723,000 Euro   5,948,388 12/10/10   499,482  
2,769,000 Euro   3,724,831 2/14/11   55,425  
    $ 29,542,559   $ 1,811,351  
 
Contracts to Sell         Unrealized  
Foreign Currency   In Exchange for Settlement Date   Loss  
 
426,031,000 Indian Rupee US $ 9,265,010 11/18/10 US $ (216,040 )
4,747,000 Australian Dollar   4,042,516 11/19/10   (553,771 )
2,627,000 Swiss Franc   2,303,506 11/19/10   (385,475 )
1,728,000 Canadian Dollar   1,641,164 11/30/10   (43,292 )
4,532,000 Brazilian Real   2,384,667 12/2/10   (290,342 )
4,723,000 Euro   5,665,333 12/10/10   (782,537 )
9,653,000 British Pound   15,153,955 2/14/11   (57,202 )
2,769,000 Euro   3,596,211 2/14/11   (184,045 )
    $ 44,052,362   $ (2,512,704 )
Net Unrealized Loss on Foreign Exchange Contracts   $ (701,353 )

 

Fair Value of Derivative Instruments—The fair value of International Fund’s derivative instruments as of September 30, 2010, was as follows:

 

  Assets Derivatives Liability Derivatives
 
Derivatives not accounted Statements of   Statements of  
for as hedging instruments Assets and   Assets and  
under ASC 815* Liabilities Location Value Liabilities Location Value
Foreign exchange contracts: Unrealized   Unrealized  
  appreciation of   depreciation of  
  foreign exchange   foreign exchange  
  contracts $1,811,351 contracts $2,512,704

 

158

 


The effect of International Fund’s derivative instruments on the Statement of Operations are as follows:

Amount of Realized Gain or Loss Recognized on Derivatives    
Derivatives not accounted Net Realized Gain
for as hedging instruments on Foreign Currency
under ASC 815* Transactions  
Foreign currency transactions: $476,147
 
Amount of Change in Unrealized Gain or Loss Recognized on Derivatives    
Derivatives not accounted Net Unrealized Appreciation
for as hedging instruments on Foreign Currency
under ASC 815* Transactions  
Foreign currency transactions: $62,258

 

* Formerly known as Statement 133

 

8. Capital—The Trusts are authorized to issue an unlimited number of shares of beneficial interest without par value. The Trusts consist of the Funds listed on the cover page, each of which is a separate and distinct series of the Trusts. Each Fund has designated two classes of shares, Class A shares and Class B shares (each, a “Class”). Each share of each Class has an equal beneficial interest in the assets, has identical voting, dividend, liquidation and other rights and is subject to the same terms and conditions except that expenses allocated to a Class may be borne solely by that Class as determined by the Trustees and a Class may have exclusive voting rights with respect to matters affecting only that Class. Cash Management Fund’s Class A and Class B shares are sold without an initial sales charge; however, its Class B shares may only be acquired through an exchange of Class B shares from another First Investors eligible Fund or through the reinvestment of dividends on Class B shares and are generally subject to a contingent deferred sales charge at the rate of 4% in the first year and declining to 0% over a six-year period, which is payable to FIC as underwriter of the Trusts. The Class A and Class B shares sold by the other Funds have a public offering price that reflects different sales charges and expense levels. Class A shares are sold with an initial sales charge of up to 5.75% of the amount invested and together with the Class B shares are subject to distribution plan fees as described in Note 3. Class B shares are sold without an initial sales charge, but are generally subject to a contingent deferred sales charge which declines in steps from 4% to 0% over a six-year period. Class B shares automatically convert into Class A shares after eight years. Realized and unrealized gains or losses, investment income and expenses (other than distribution plan fees) are allocated daily to each class of shares based upon the relative proportion of net assets to each class.

 

159

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

9. Tax Components of Capital and Distributions to Shareholders—The tax character of distributions declared for the years ended September 30, 2010 and September 30, 2009 were as follows:

    Year Ended September 30, 2010   Year Ended September 30, 2009
    Distributions         Distributions    
    Declared from         Declared from    
      Long-Term           Long-Term    
    Ordinary   Capital     Ordinary   Capital    
Fund     Income   Gain   Total   Income   Gain   Total
Cash Management $ — $ — $ — $ 1,221,501 $ — $ 1,221,501
Government   12,110,231   —   12,110,231   11,450,320   —   11,450,320
Investment Grade   17,919,800   —   17,919,800   16,490,040   —   16,490,040
Fund For Income   36,145,879   —   36,145,879   37,601,065   —   37,601,065
Total Return   7,471,481   —   7,471,481   7,706,089   —   7,706,089
Value   4,862,650   —   4,862,650   5,446,744   —   5,446,744
Blue Chip   3,814,370   —   3,814,370   3,927,472   —   3,927,472
Growth & Income   3,454,629   —   3,454,629   7,540,914   451,328   7,992,242
Global   427,532   —   427,532   1,753,828   —   1,753,828
Opportunity   —   —   —   1,730,190   9,486,577   11,216,767
Special Situations   —   —   —   317,507   7,042,111   7,359,618
International   255,393   —   255,393   1,508,594   —   1,508,594

 

As of September 30, 2010, the components of distributable earnings (deficit) on a tax basis were as follows:

 

                        Total  
    Undistributed         Other         Distributable  
    Ordinary   Capital Losses     Accumulated     Unrealized   Earnings  
Fund     Income   Carryover     Losses*     Appreciation   (Deficit) **
Government $ 18,529 $ (5,623,386 ) $ —   $ 12,161,393 $ 6,556,536  
Investment Grade   166,097   (30,773,711 )   —     38,812,477   8,204,863  
Fund For Income   1,236,333   (259,762,605 )   (10,740,866 )   22,664,640   (246,602,498 )
Total Return   625,308   (8,644,290 )   —     37,846,586   29,827,604  
Value   775,444   (32,785,545 )   —     22,595,068   (9,415,033 )
Blue Chip   793,110   (85,083,025 )   —     64,926,063   (19,363,852 )
Growth & Income   734,304   (18,969,083 )   —     62,780,309   44,545,530  
Global   —   (47,792,818 )   (115,498 )   39,341,556   (8,566,760 )
Select Growth   —   (94,321,335 )   —     24,449,477   (69,871,858 )
Opportunity   792,804   (6,689,308 )   —     50,257,628   44,361,124  
Special Situations   —   (19,696,194 )   —     39,061,653   19,365,459  
International   2,309,035   (42,081,579 )   (3,942,027 )   27,289,112   (16,425,459 )

 

* Other accumulated losses consist primarily of post-October loss deferrals.
** Differences between book distributable earnings and tax distributable earnings consist primarily of wash
sales, post-October loss deferrals and amortization of bond premium and discounts.

 

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For the year ended September 30, 2010, the following reclassifications were made to reflect permanent differences between book and tax reporting which are primarily due to the differences between book and tax treatment of investments in real estate trusts and passive foreign investment companies, foreign currency transactions and expiration of capital loss carryovers.

          Undistributed            
          Ordinary     Accumulated      
          Income     Capital Gains     Unrealized
    Capital Paid In     (Deficit)     (Losses)     Appreciation
Government $ —   $ 1,236,772   $ (1,236,772 ) $ —
Investment Grade   —     920,686     (920,686 )   —
Fund For Income   (18,563,112 )   694,315     17,868,797     —
Total Return   —     518,757     (520,645 )   1,888
Value   36,104     (191,700 )   13,985     141,611
Blue Chip   (14,615,567 )   —     14,615,567     —
Growth & Income   2     (5,920 )   —     5,918
Global   (461,114 )   354,576     106,538     —
Select Growth   (959,946 )   959,946     —     —
Opportunity   —     (73,986 )   (62,229 )   136,215
Special Situations   (794,504 )   431,056     363,448     —
International   (2,414 )   478,560     (476,146 )   —

 

10. Reorganizations—On August 10, 2007, First Investors Blue Chip Fund (“Blue Chip Fund”) acquired all of the net assets of the First Investors Focused Equity Fund (“Focused Equity Fund”) in connection with a tax-free reorganization that was approved by the Equity Fund’s Board of Trustees.

11. Subsequent Events—Subsequent events occurring after September 30, 2010 have been evaluated for potential impact to this report through the date the financial statements were issued. There were no subsequent events to report that would have a material impact on the Funds’ financial statements.

12. Foresters Transaction—On September 21, 2010, First Investors Consolidated Corporation (“FICC”), the parent company of FIMCO, entered into an agreement with The Independent Order of Foresters (“Foresters”) pursuant to which FICC will be acquired by Foresters (the “Transaction”). As a result of the Transaction, FIMCO will become a wholly owned subsidiary of Foresters. Foresters is a fraternal benefit society with financial services operations in Canada, the United States and the United Kingdom.

161

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
September 30, 2010

The closing of the Transaction is subject to a number of conditions, including obtaining regulatory approvals in the U.S. and Canada, and obtaining the approval of the Board of Trustees and shareholders of the First Investors Funds of new investment advisory agreements between FIMCO and the Funds to take effect upon the closing. The Board of Trustees of the Funds approved the new investment advisory agreements (and certain other actions that are required for the Transaction to close) at a meeting on September 16, 2010. The new investment advisory agreements were approved by the shareholders of each Fund at a shareholders meeting held on November 19, 2010. Assuming that all conditions are satisfied, the Transaction could close as early as December 31, 2010.

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Financial Highlights
FIRST INVESTORS INCOME FUNDS

The following table sets forth the per share operating performance data for a share outstanding,
total return, ratios to average net assets and other supplemental data for each fiscal year ended
September 30.

                                               
            P E R  S H A R E  D A T A                       R A T I O S  /  S U P P L E M E N T A L  D A T A          
                    Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset       Net Realized                 Net Asset       Assets**   Waived or Assumed      
    Value,   Net   and Unrealized   Total from   Net Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Investment   Gain (Loss) on   Investment   Investment Realized   Total   End of Total   End of Year After Fee   Before Fee   Investment       Investment   Turnover  
    of Year   Income   Investments   Operations   Income   Gain   Distributions   Year   Return * (in millions)   Credits   Credits(a)   Income   Expenses   Income (Loss)   Rate  
 
CASH MANAGEMENT FUND                                                    
 
Class A                                                            
2006 $1.00 $.038   —   $.038 $.038 — $.038 $1.00 3.89 % $200 .78 % .79 % 3.85 % 1.01 % 3.62 % —  
2007   1.00   .045   —   .045   .045 —   .045   1.00 4.59   218 .80   .81   4.51   .93   4.38   —  
2008   1.00   .027   —   .027   .027 —   .027   1.00 2.69   234 .80   .80   2.63   .92   2.51   —  
2009   1.00   .005   —   .005   .005 —   .005   1.00 .54   172 .71   .71   .58   1.03   .26   —  
2010   1.00   —   —   —   — —   —   1.00 .00   134 .30   .30   .00   1.08   (.78 ) —  
Class B                                                            
2006   1.00   .031   —   .031   .031 —   .031   1.00 3.11   3 1.53   1.54   3.10   1.76   2.87   —  
2007   1.00   .037   —   .037   .037 —   .037   1.00 3.81   2 1.55   1.56   3.76   1.68   3.63   —  
2008   1.00   .019   —   .019   .019 —   .019   1.00 1.92   4 1.55   1.55   1.88   1.67   1.76   —  
2009   1.00   .001   —   .001   .001 —   .001   1.00 .14   3 1.13   1.13   .16   1.78   (.49 ) —  
2010   1.00   —   —   —   —   —   —   1.00   .00   2   .30   .30   .00   1.83   (1.53 ) —  
 
GOVERNMENT FUND                                                    
 
Class A                                                            
2006 $10.88 $.45 $(.13 ) $.32 $.49 — $.49 $10.71 3.02 % $186 1.10 % 1.11 % 4.14 % 1.35 % 3.89 % 43 %
2007   10.71   .49   (.06 ) .43   .50 —   .50   10.64 4.07   199 1.10   1.11   4.62   1.24   4.48   23  
2008   10.64   .49   .11   .60   .48 —   .48   10.76 5.73   228 1.10   1.10   4.29   1.24   4.15   37  
2009   10.76   .47   .44   .91   .47 —   .47   11.20 8.59   287 1.10   1.10   4.03   1.26   3.87   43  
2010   11.20   .43   .16   .59   .43 —   .43   11.36 5.39   326 1.13   1.13   3.44   1.24   3.33   42  
Class B                                                            
2006   10.87   .36   (.12 ) .24   .40 —   .40   10.71 2.32   13 1.85   1.86   3.39   2.10   3.14   43  
2007   10.71   .41   (.06 ) .35   .42 —   .42   10.64 3.33   12 1.82   1.83   3.90   1.96   3.76   23  
2008   10.64   .41   .12   .53   .41 —   .41   10.76 4.99   12 1.80   1.80   3.59   1.94   3.45   37  
2009   10.76   .39   .43   .82   .39 —   .39   11.19 7.75   13 1.80   1.80   3.33   1.96   3.17   43  
2010   11.19   .35   .17   .52   .36   —   .36   11.35   4.70   11   1.83   1.83   2.74   1.94   2.63   42  

 

164 165

 


Financial Highlights (continued)
FIRST INVESTORS INCOME FUNDS

                                               
            P E R  S H A R E  D A T A                       R A T I O S  /  S U P P L E M E N T A L  D A T A          
                    Less Distributions                           Ratio to Average Net      
        Investment Operations       from               Ratio to Average Net   Assets Before Expenses      
    Net Asset       Net Realized                 Net Asset       Assets**   Waived or Assumed      
    Value,   Net   and Unrealized   Total from   Net Net       Value,     Net Assets   Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Investment   Gain (Loss) on   Investment   Investment Realized   Total   End of Total   End of Year After Fee   Before Fee   Investment       Investment   Turnover  
    of Year   Income   Investments   Operations   Income   Gain   Distributions   Year   Return * (in millions)   Credits   Credits(a)   Income   Expenses   Income   Rate  
 
INVESTMENT GRADE FUND                                                    
 
Class A                                                            
2006 $9.76 $.44 $   (.19 ) $   .25   $.49 — $.49 $9.52 2.69 % $231 1.10 % 1.11 % 4.35 % 1.27 % 4.18 % 74 %
2007   9.52   .45   (.09 ) .36   .46 —   .46   9.42 3.91   271 1.10   1.11   4.58   1.22   4.46   50  
2008   9.42   .48   (1.20 ) (.72 ) .47 —   .47   8.23 (8.12 ) 268 1.10   1.10   4.80   1.23   4.67   127  
2009   8.23   .49   .85   1.34   .47 —   .47   9.10 17.06   325 1.10   1.10   5.29   1.27   5.12   79  
2010   9.10   .44   .72   1.16   .45 —   .45   9.81 13.09   405 1.12   1.12   4.75   1.23   4.64   56  
Class B                                                            
2006   9.75   .30   (.12 ) .18   .42 —   .42   9.51 1.92   24 1.85   1.86   3.60   2.02   3.43   74  
2007   9.51   .35   (.05 ) .30   .40 —   .40   9.41 3.17   22 1.82   1.83   3.86   1.94   3.74   50  
2008   9.41   .42   (1.21 ) (.79 ) .40 —   .40   8.22 (8.78 ) 17 1.80   1.80   4.10   1.93   3.97   127  
2009   8.22   .44   .85   1.29   .40 —   .40   9.11 16.35   16 1.80   1.80   4.59   1.97   4.42   79  
2010   9.11   .39   .70   1.09   .39    —   .39   9.81   12.20   14   1.82   1.82   4.05   1.93   3.94   56  
 
INCOME FUND                                                        
 
Class A                                                            
2006 $3.07 $.22 $(.06 ) $.16   $.22 — $.22 $3.01 5.40 % $555 1.30 % 1.31 % 7.28 % N/A   N/A   28 %
2007   3.01   .21   (.02 ) .19   .21 —   .21   2.99 6.38   563 1.28   1.29   7.00   N/A   N/A   34  
2008   2.99   .21   (.54 ) (.33 ) .21 —   .21   2.45 (11.58 ) 460 1.29   1.29   7.40   1.30   7.39   17  
2009   2.45   .20   (.13 ) .07   .20 —   .20   2.32 4.28   438 1.38   1.38   9.10   1.42   9.06   73  
2010   2.32   .17   .18   .35   .18 —   .18   2.49 15.68   505 1.29   1.29   7.32   1.33   7.28   78  
Class B                                                            
2006   3.06   .20   (.06 ) .14   .20 —   .20   3.00 4.64   31 2.00   2.01   6.58   N/A   N/A   28  
2007   3.00   .19   (.01 ) .18   .19 —   .19   2.99 5.99   25 1.98   1.99   6.30   N/A   N/A   34  
2008   2.99   .19   (.54 ) (.35 ) .19 —   .19   2.45 (12.25 ) 15 1.99   1.99   6.70   2.00   6.69   17  
2009   2.45   .19   (.13 ) .06   .18 —   .18   2.33 3.75   12 2.08   2.08   8.40   2.12   8.36   73  
2010   2.33   .16   .16   .32   .16   —   .16   2.49   14.43   11   1.99   1.99   6.62   2.03   6.58   78  

 

* Calculated without sales charges.
** Net of expenses waived or assumed by FIMCO and ADM (Note 3).
(a) The ratios do not include a reduction of expenses from cash balances maintained with the custodian
or from brokerage service arrangements (Note 1G).

 

166 See notes to financial statements 167

 


Financial Highlights
FIRST INVESTORS EQUITY FUNDS

The following table sets forth the per share operating performance data for a share outstanding,
total return, ratios to average net assets and other supplemental data for each fiscal year ended
September 30.

                                                
            P E R  S H A R E  D A T A                       R A T I O S  /  S U P P L E M E N T A L  D A T A          
                    Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset       Net Realized                   Net Asset       Assets**   Waived or Assumed      
    Value,   Net   and Unrealized   Total from   Net   Net       Value,     Net Assets   Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Investment   Gain (Loss) on   Investment   Investment   Realized   Total   End of Total   End of Year After Fee   Before Fee   Investment       Investment   Turnover  
    of Year   Income   Investments   Operations   Income   Gain   Distributions   Year   Return * (in millions)   Credits   Credits(a)   Income   Expenses   Income   Rate  
 
TOTAL RETURN FUND                                                      
 
Class A                                                              
2006 $13.93 $.23 $   .64   $   .87   $.23 $— $.23 $14.57 6.24 % $312 1.37 % 1.38 % 1.63 % 1.44 % 1.57 % 57 %
2007   14.57   .29   1.40   1.69   .30   .10   .40   15.86 11.68   355 1.32   1.33   2.05   N/A   N/A   40  
2008   15.86   .36   (2.31 ) (1.95 ) .37   .30   .67   13.24 (12.66 ) 304 1.34   1.34   2.32   N/A   N/A   59  
2009   13.24   .30   .03   .33   .32   —   .32   13.25 2.77   316 1.43   1.43   2.35   N/A   N/A   53  
2010   13.25   .28   .95   1.23   .29   —   .29   14.19 9.38   361 1.37   1.37   2.02   N/A   N/A   40  
Class B                                                              
2006   13.73   .13   .63   .76   .13   —   .13   14.36 5.53   36 2.07   2.08   .93   2.14   .87   57  
2007   14.36   .14   1.42   1.56   .19   .10   .29   15.63 10.93   34 2.02   2.03   1.35   N/A   N/A   40  
2008   15.63   .26   (2.29 ) (2.03 ) .27   .30   .57   13.03 (13.35 ) 25 2.04   2.04   1.62   N/A   N/A   59  
2009   13.03   .21   .03   .24   .23   —   .23   13.04 2.10   21 2.13   2.13   1.65   N/A   N/A   53  
2010   13.04   .18   .94   1.12   .20   —   .20   13.96   8.62   17   2.07   2.07   1.32   N/A   N/A   40  
 
VALUE FUND                                                  
 
Class A                                                              
2006 $6.61 $.09 $   .78   $   .87   $.08   — $.08 $7.40 13.22 % $337 1.39 % 1.40 % 1.29 % N/A   N/A   15 %
2007   7.40   .10   .74   .84   .10   —   .10   8.14 11.36   414 1.32   1.33   1.34   N/A   N/A   8  
2008   8.14   .12   (1.49 ) (1.37 ) .12   —   .12   6.65 (16.91 ) 334 1.35   1.35   1.62   N/A   N/A   17  
2009   6.65   .11   (.64 ) (.53 ) .11   —   .11   6.01 (7.81 ) 308 1.48   1.48   2.14   N/A   N/A   15  
2010   6.01   .09   .49   .58   .09   —   .09   6.50 9.76   335 1.38   1.38   1.45   N/A   N/A   21  
Class B                                                              
2006   6.51   .04   .76   .80   .03   —   .03   7.28 12.34   28 2.09   2.10   .59   N/A   N/A   15  
2007   7.28   .05   .72   .77   .04   —   .04   8.01 10.64   27 2.02   2.03   .64   N/A   N/A   8  
2008   8.01   .07   (1.46 ) (1.39 ) .07   —   .07   6.55 (17.42 ) 17 2.05   2.05   .92   N/A   N/A   17  
2009   6.55   .08   (.64 ) (.56 ) .07   —   .07   5.92 (8.43 ) 12 2.18   2.18   1.44   N/A   N/A   15  
2010   5.92   .05   .48   .53   .05   —   .05   6.40   8.97   11   2.08   2.08   .75   N/A   N/A   21  

 

168 169

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

                                               
            P E R  S H A R E  D A T A                       R A T I O S  /  S U P P L E M E N T A L  D A T A          
                    Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset   Net   Net Realized                   Net Asset       Assets**   Waived or Assumed      
    Value,   Investment   and Unrealized   Total from   Net   Net       Value,     Net Assets   Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Income   Gain (Loss) on   Investment   Investment   Realized   Total   End of Total   End of Year After Fee   Before Fee   Investment       Investment   Turnover  
    of Year   (Loss)   Investments   Operations   Income   Gain   Distributions   Year   Return * (in millions)   Credits   Credits(a)   Income (Loss)   Expenses   Income (Loss)   Rate  
BLUE CHIP FUND                                                  
 
Class A                                                              
2006 $20.60 $.10   $1.82   $1.92   $.07   — $.07 $22.45 9.31 % $438 1.46 % 1.46 % .47 % 1.50 % .43 % 6 %
2007   22.45   .15   3.17   3.32   .13   —   .13   25.64 14.81   526 1.39   1.39   .65   N/A   N/A   3  
2008   25.64   .21   (5.18 ) (4.97 ) .19   —   .19   20.48 (19.43 ) 396 1.40   1.41   .86   N/A   N/A   8  
2009   20.48   .21   (1.95 ) (1.74 ) .20   —   .20   18.54 (8.36 ) 357 1.57   1.57   1.27   N/A   N/A   11  
2010   18.54   .17   1.01   1.18   .20   —   .20   19.52 6.36   367 1.46   1.46   .86   N/A   N/A   19  
Class B                                                              
2006   19.30   (.08 ) 1.72   1.64   —   —   —   20.94 8.50   44 2.16   2.16   (.23 ) 2.20   (.27 ) 6  
2007   20.94   (.06 ) 3.00   2.94   —   —   —   23.88 14.04   46 2.09   2.09   (.05 ) N/A   N/A   3  
2008   23.88   .03   (4.80 ) (4.77 ) .04   —   .04   19.07 (20.00 ) 27 2.10   2.11   .16   N/A   N/A   8  
2009   19.07   .09   (1.82 ) (1.73 ) .09   —   .09   17.25 (9.00 ) 18 2.27   2.27   .57   N/A   N/A   11  
2010   17.25   .02   .95   .97   .07   —   .07   18.15   5.63   14   2.16   2.16   .16   N/A   N/A   19  
 
GROWTH & INCOME FUND                                              
 
Class A                                                              
2006 $13.67 $.05   $1.05   $1.10   $.05 $— $.05 $14.72 8.06 % $671 1.37 % 1.37 % .35 % N/A   N/A   34 %
2007   14.72   .08   2.37   2.45   .07   .24   .31   16.86 16.78   808 1.32   1.32   .54   N/A   N/A   23  
2008   16.86   .14   (3.66 ) (3.52 ) .11   .23   .34   13.00 (21.23 ) 623 1.35   1.35   .94   N/A   N/A   24  
2009   13.00   .09   (1.02 ) (.93 ) .14   .02   .16   11.91 (6.93 ) 578 1.51   1.51   .90   N/A   N/A   26  
2010   11.91   .09   .98   1.07   .07   —   .07   12.91 9.01   626 1.39   1.39   .68   N/A   N/A   25  
Class B                                                              
2006   13.06   (.12 ) 1.07   .95   —   —   —   14.01 7.28   72 2.07   2.07   (.35 ) N/A   N/A   34  
2007   14.01   (.13 ) 2.35   2.22   —   .24   .24   15.99 15.98   67 2.02   2.02   (.16 ) N/A   N/A   23  
2008   15.99   .03   (3.47 ) (3.44 ) .02   .23   .25   12.30 (21.82 ) 41 2.05   2.05   .24   N/A   N/A   24  
2009   12.30   .01   (.97 ) (.96 ) .10   .02   .12   11.22 (7.59 ) 30 2.21   2.21   .20   N/A   N/A   26  
2010   11.22   (.03 ) .95   .92   —   —   —   12.14   8.23   26   2.09   2.09   (.02 ) N/A   N/A   25  

 

170 171

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

                                                   
            P E R  S H A R E  D A T A                           R A T I O S  /  S U P P L E M E N T A L  D A T A          
                    Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset   Net   Net Realized               Distributions       Net Asset       Assets**   Waived or Assumed      
    Value,   Investment   and Unrealized   Total from   Net   Net   in Excess of       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Income   Gain (Loss) on   Investment   Investment Realized   Net Investment   Total   End of Total   End of Year After Fee   Before Fee   Investment       Investment   Turnover  
    of Year   (Loss)   Investments   Operations   Income   Gain   Income    Distributions   Year   Return * (in millions)   Credits   Credits(a)    Income (Loss)   Expenses    Income (Loss)   Rate  
 
GLOBAL FUND                                                    
 
Class A                                                                  
2006 $7.06 $.01   $   .71   $   .72   $.02 $— $— $.02 $7.76 10.15 % $260 1.77 % 1.77 % .14 % N/A   N/A   105 %
2007   7.76   —   1.87   1.87   .05   .76   —   .81   8.82 26.43   323 1.70   1.70   (.07 ) 1.70 % (.07 )% 134  
2008   8.82   .03   (1.97 ) (1.94 ) .01   1.12   —   1.13   5.75 (25.44 ) 249 1.70   1.70   .39   1.73   .36   133  
2009   5.75   .02   —   .02   .02   —   .02   .04   5.73 .53   249 1.90   1.90   .38   1.93   .35   141  
2010   5.73   —   .42   .42   .01   —   —   .01   6.14 7.33   269 1.72   1.72   .04   1.75   .01   92  
Class B                                                                  
2006   6.52   (.05 ) .67   .62   —   —   —   —   7.14 9.51   14 2.47   2.47   (.56 ) N/A   N/A   105  
2007   7.14   (.16 ) 1.81   1.65   .05   .76   —   .81   7.98 25.57   14 2.40   2.40   (.77 ) 2.40   (.77 ) 134  
2008   7.98   (.02 ) (1.75 ) (1.77 ) —   1.12   —   1.12   5.09 (25.91 ) 9 2.40   2.40   (.31 ) 2.43   (.34 ) 133  
2009   5.09   (.03 ) —   (.03 ) .01   —   .02   .03   5.03 (.37 ) 7 2.60   2.60   (.32 ) 2.63   (.35 ) 141  
2010   5.03   (.06 ) .39   .33   —   —   —   —   5.36   6.56   7   2.42   2.42   (.66 ) 2.45   (.69 ) 92  
 
SELECT GROWTH FUND††                                                  
 
Class A                                                                  
2006 $8.82 $(.06 ) $   .50   $   .44   — $   —   — $   — $9.26 4.99 % $195 1.53 % 1.53 % (.65 )% N/A   N/A   107 %
2007   9.26   (.04 ) 1.75   1.71   —   .76   —   .76   10.21 19.81   243 1.47   1.47   (.46 ) N/A   N/A   169  
2008   10.21   (.04 ) (2.06 ) (2.10 ) —   1.42   —   1.42   6.69 (23.84 ) 207 1.46   1.47   (.52 ) N/A   N/A   99  
2009   6.69   (.02 ) (1.34 ) (1.36 ) —   —   —   —   5.33 (20.33 ) 170 1.67   1.67   (.51 ) N/A   N/A   120  
2010   5.33   (.03 ) .49   .46   —   —   —   —   5.79 8.63   184 1.56   1.56   (.48 ) N/A   N/A   98  
Class B                                                                  
2006   8.52   (.12 ) .49   .37   —   —   —   —   8.89 4.34   23 2.23   2.23   (1.35 ) N/A   N/A   107  
2007   8.89   (.11 ) 1.68   1.57   —   .76   —   .76   9.70 19.00   25 2.17   2.17   (1.16 ) N/A   N/A   169  
2008   9.70   (.09 ) (1.94 ) (2.03 ) —   1.42   —   1.42   6.25 (24.43 ) 18 2.16   2.17   (1.22 ) N/A   N/A   99  
2009   6.25   (.06 ) (1.25 ) (1.31 ) —   —   —   —   4.94 (20.96 ) 10 2.37   2.37   (1.21 ) N/A   N/A   120  
2010   4.94   (.07 ) .46   .39   —   —   —   —   5.33   7.90   8   2.26   2.26   (1.18 ) N/A   N/A   98  

 

172 173

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

                                               
            P E R  S H A R E  D A T A                       R A T I O S  /  S U P P L E M E N T A L  D A T A          
                    Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset   Net   Net Realized                   Net Asset       Assets**   Waived or Assumed      
    Value,   Investment   and Unrealized   Total from   Net   Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Income   Gain (Loss) on   Investment   Investment   Realized   Total   End of Total   End of Year After Fee   Before Fee   Investment       Investment   Turnover  
    of Year   (Loss)   Investments   Operations   Income   Gain   Distributions   Year   Return * (in millions)   Credits   Credits(a)    Income (Loss)   Expenses    Income (Loss)   Rate  
 
OPPORTUNITY FUND†††                                              
 
Class A                                                              
2006 $28.24 $(.09 ) $   .77   $   .68   $— $   .78 $   .78 $28.14 2.58 % $435 1.44 % 1.44 % (.33 )% 1.47 % (.36 )% 55 %
2007   28.14   .16   4.35   4.51   —   1.33   1.33   31.32 16.57   481 1.38   1.38   .52   N/A   N/A   50  
2008   31.32   —   (5.53 ) (5.53 ) .14   2.66   2.80   22.99 (19.40 ) 377 1.39   1.40   (.01 ) N/A   N/A   40  
2009   22.99   .01   (1.61 ) (1.60 ) —   .63   .63   20.76 (6.24 ) 355 1.58   1.58   .09   N/A   N/A   35  
2010   20.76   .05   2.65   2.70   —   —   —   23.46 13.01   402 1.44   1.44   .24   N/A   N/A   40  
Class B                                                              
2006   26.06   (.29 ) .73   .44   —   .78   .78   25.72 1.85   51 2.14   2.14   (1.03 ) 2.17   (1.06 ) 55  
2007   25.72   (.05 ) 3.97   3.92   —   1.33   1.33   28.31 15.80   50 2.08   2.08   (.18 ) N/A   N/A   50  
2008   28.31   (.21 ) (4.89 ) (5.10 ) .14   2.66   2.80   20.41 (19.99 ) 32 2.09   2.10   (.71 ) N/A   N/A   40  
2009   20.41   (.10 ) (1.47 ) (1.57 ) —   .63   .63   18.21 (6.90 ) 23 2.28   2.28   (.61 ) N/A   N/A   35  
2010   18.21   (.14 ) 2.37   2.23   —   —   —   20.44   12.25   20   2.14   2.14   (.52 ) N/A   N/A   40  
 
SPECIAL SITUATIONS FUND                                              
 
Class A                                                              
2006 $20.44 $.11   $2.07   $2.18   $— $   — $   — $22.62 10.67 % $249 1.53 % 1.53 % (.49 )% 1.73 % (.69 )% 48 %
2007   22.62   (.06 ) 3.59   3.53   —   1.88   1.88   24.27 16.30   295 1.46   1.46   (.27 ) 1.61   (.42 ) 64  
2008   24.27   .03   (2.93 ) (2.90 ) —   1.22   1.22   20.15 (12.67 ) 258 1.49   1.50   .14   1.61   .02   52  
2009   20.15   .03   (1.23 ) (1.20 ) .02   .53   .55   18.40 (5.28 ) 246 1.64   1.64   .22   1.82   .04   55  
2010   18.40   (.05 ) 2.31   2.26   —   —   —   20.66 12.28   274 1.52   1.52   (.28 ) 1.65   (.41 ) 64  
Class B                                                              
2006   18.72   (.26 ) 2.11   1.85   —   —   —   20.57 9.88   18 2.23   2.23   (1.19 ) 2.43   (1.39 ) 48  
2007   20.57   (.22 ) 3.26   3.04   —   1.88   1.88   21.73 15.48   18 2.16   2.16   (.97 ) 2.31   (1.12 ) 64  
2008   21.73   (.13 ) (2.57 ) (2.70 ) —   1.22   1.22   17.81 (13.26 ) 12 2.19   2.20   (.56 ) 2.31   (.68 ) 52  
2009   17.81   (.10 ) (1.09 ) (1.19 ) —   .53   .53   16.09 (5.99 ) 9 2.34   2.34   (.48 ) 2.52   (.66 ) 55  
2010   16.09   (.25 ) 2.11   1.86   —   —   —   17.95   11.56   8   2.22   2.22   (.94 ) 2.35   (1.07 ) 64  

 

174 175

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

                                               
            P E R  S H A R E  D A T A                       R A T I O S  /  S U P P L E M E N T A L  D A T A          
                    Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset   Net   Net Realized                   Net Asset       Assets**   Waived or Assumed      
    Value,   Investment   and Unrealized   Total from   Net   Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Income   Gain (Loss) on   Investment   Investment   Realized   Total   End of Total   End of Year After Fee   Before Fee   Investment       Investment   Turnover  
    of Year   (Loss)   Investments   Operations   Income   Gain   Distributions   Year   Return * (in millions)   Credits   Credits(a)    Income (Loss)   Expenses    Income (Loss)   Rate  
 
INTERNATIONAL FUND                                              
 
Class A                                                              
2006(b) $10.00 $—   $   .71   $   .71   $— $— $— $10.71 7.10 % $19 2.35 %† 2.35 %† .15 %† 5.65 %† (3.15 )%† 9 %
2007   10.71   .08   2.46   2.54   —   .07   .07   13.18 23.84   96 2.50   2.50   (.05 ) 2.35   .10   67  
2008   13.18   .07   (3.45 ) (3.38 ) —   .32   .32   9.48 (26.37 ) 105 1.95   1.95   .20   1.94   .20   122  
2009   9.48   .29   (.74 ) (.45 ) .13   —   .13   8.90 (4.52 ) 108 2.20   2.20   1.16   N/A   N/A   60  
2010   8.90   .15   1.15   1.30   .02   —   .02   10.18 14.63   130 1.97   1.97   1.33   N/A   N/A   32  
Class B                                                              
2006(b) 10.00   (.01 ) .71   .70   —   —   —   10.70 7.00   1 3.05 † 3.05 † (.55 )† 6.35 † (3.85 )† 9  
2007   10.70   —   2.44   2.44   —   .07   .07   13.07 22.93   4 3.20   3.20   (.75 ) 3.05   (.60 ) 67  
2008   13.07   (.02 ) (3.40 ) (3.42 ) —   .32   .32   9.33 (26.91 ) 4 2.65   2.65   (.50 ) 2.64   (.50 ) 122  
2009   9.33   .22   (.72 ) (.50 ) .12   —   .12   8.71 (5.19 ) 3 2.90   2.90   .46   N/A   N/A   60  
2010   8.71   .08   1.12   1.20   —   —   —   9.91   13.78   4   2.67   2.67   .59   N/A   N/A   32  

 

* Calculated without sales charges.
** Net of expenses waived or assumed by FIMCO (Note 3).
† Annualized.
†† Prior to May 7, 2007, known as All-Cap Growth Fund.
††† Prior to January 31, 2008, known as Mid-Cap Opportunity Fund.
(a) The ratios do not include a reduction of expenses from cash balances maintained with the custodian
or from brokerage service arrangements (Note 1G).
(b) For the Year June 27, 2006 (commencement of operations) to September 30, 2006.

 

176 See notes to financial statements 177

 


Report of Independent Registered Public
Accounting Firm

To the Shareholders and Board of Trustees of
First Investors Income Funds and First Investors Equity Funds

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments of the Cash Management Fund, Government Fund, Investment Grade Fund and Fund For Income (each a series of First Investors Income Funds), and the Total Return Fund, Value Fund, Blue Chip Fund, Growth & Income Fund, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund, and International Fund (each a series of First Investors Equity Funds), as of September 30, 2010, the related statements of operations, the statements of changes in net assets, and the financial highlights for each of the periods indicated thereon. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2010, by correspondence with the custodian and brokers. Where brokers have not replied to our confirmation requests, we have carried out other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

178 

 


In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Cash Management Fund, Government Fund, Investment Grade Fund, Fund For Income, Total Return Fund, Value Fund, Blue Chip Fund, Growth & Income Fund, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund and International Fund, as of September 30, 2010, and the results of their operations, changes in their net assets, and their financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

  Tait, Weller & Baker LLP 
 
Philadelphia, Pennsylvania   
November 24, 2010   

 

179 

 


Board Considerations of Advisory Contracts and Fees
(unaudited)
FIRST INVESTORS INCOME FUNDS

Annual Consideration of the Investment Advisory Agreements and the
Sub-Advisory Agreement with Muzinich & Co., Inc.

At a meeting held on May 20, 2010 (“May Meeting”), the Board of Trustees (“Board”), including a majority of the non-interested or independent Trustees (hereinafter, “Trustees”), approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between First Investors Management Company, Inc. (“FIMCO”) and each of the following funds (each a “Fund” and collectively the “Funds”): Government Fund, Investment Grade Fund, Fund For Income and Cash Management Fund. In addition, at the May Meeting, the Board, including a majority of the independent Trustees, approved the renewal of the sub-advisory agreement (the “Sub-Advisory Agreement”) with Muzinich & Co., Inc. (“Muzinich”) with respect to the Fund For Income.

In reaching its decisions to approve the continuation of the Advisory Agreement for each Fund and the Sub-Advisory Agreement for the Fund For Income, the Board considered information furnished and discussed throughout the year at regularly scheduled Board and Committee meetings as well as information provided specifically in relation to the renewal of the Advisory Agreement and Sub-Advisory Agreement for the May Meeting. Information furnished at Board and/or Committee meetings throughout the year included FIMCO’s analysis of each Fund’s investment performance, presentations given by representatives of FIMCO and Muzinich and various reports on compliance and other services provided by FIMCO and its affiliates. In preparation for the May Meeting, the independent Trustees requested and received information compiled by Lipper, Inc. (“Lipper”), an independent provider of investment company data, that included, among other things: (1) the investment performance over various time periods and the fees and expenses of each Fund as compared to a comparable group of funds as determined by Lipper (“Peer Group”); and (2) comparative information on each Fund’s volatility versus total return. Additionally, in response to specific requests from the independent Trustees in connection with the May Meeting, FIMCO furnished, and the Board considered, information concerning various aspects of its operations, including: (1) the nature, extent and quality of services provided by FIMCO and its affiliates to the Funds, including investment advisory and administrative services to the Funds; (2) the actual management fees paid by each Fund to FIMCO; (3) the costs of providing services to each Fund and the profitability of FIMCO and its affiliate, Administrative Data Management Corp. (“ADM”), the Funds’ affiliated transfer agent, from the relationship with each Fund; and (4) any “fall out” or ancillary benefits accruing to FIMCO or its affiliates as a result of the relationship with each Fund. FIMCO also provided, and the Board considered, an analysis of the overall profitability of the First Investors

180 

 


mutual fund business that included various entities affiliated with FIMCO as well as comparative profitability information based on analysis performed by FIMCO of the financial statements of certain publicly-traded mutual fund asset managers. In addition to evaluating, among other things, the written information provided by FIMCO, the Board also evaluated the answers to questions posed by the Board to representatives of FIMCO.

In addition, in response to specific requests from the independent Trustees in connection with the May Meeting, Muzinich furnished, and the Board reviewed, information concerning various aspects of its operations, including: (1) the nature, extent and quality of services provided by Muzinich to the Fund For Income; (2) the sub-advisory fee rates charged by Muzinich and a comparison of those fee rates to the fee rates of Muzinich for providing advisory services to other investment companies or accounts with an investment mandate similar to the Fund For Income; (3) profitability information provided by Muzinich; and (4) any “fall out” or ancillary benefits accruing to Muzinich as a result of the relationship with the Fund For Income.

In considering the information and materials described above, the independent Trustees received assistance from and met separately with independent legal counsel and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to approvals of advisory agreements. Although the Advisory Agreement for all of the Funds and the Sub-Advisory Agreement for the Fund For Income were considered at the same Board meeting, the Trustees addressed each Fund separately during the May Meeting.

Based on all of the information presented, the Board, including a majority of its independent Trustees, determined on a Fund-by-Fund basis that the fees charged under the Advisory Agreement and Sub-Advisory Agreement are reasonable in relation to the services that are provided under each Agreement. The Board did not identify any single factor as being of paramount importance in reaching its conclusions and determinations with respect to the continuance of the Advisory Agreement for each Fund and Sub-Advisory Agreement. Although not meant to be all-inclusive, the following describes some of the factors that were considered by the Board in deciding to approve the continuance of the Advisory Agreement for each Fund and the Sub-Advisory Agreement with Muzinich.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by FIMCO, the Board recognized that FIMCO is dedicated to providing investment management services exclusively to the Funds and the other funds in the First Investors fund

181 

 


Board Considerations of Advisory Contracts and Fees (continued)
(unaudited)
FIRST INVESTORS INCOME FUNDS

complex and that, unlike many other mutual fund managers, FIMCO is not in the business of providing management services to hedge funds, pension funds or separately managed accounts. As a result, the Board considered that FIMCO’s personnel devote substantially all of their time to serving the funds in the First Investors fund complex.

The Board also recognized that it is the philosophy of FIMCO and its affiliates to provide personal service to the shareholders of the Funds, that FIMCO and its affiliates strive to service the needs of a shareholder base that includes many investors who are less affluent and that the average account size of many of the First Investors funds is small by comparison to the industry average account size. The Board also considered management’s explanation regarding the significant costs involved in providing the level of personal service that the First Investors fund complex seeks to deliver to its shareholders.

The Board noted that FIMCO has undertaken extensive responsibilities as manager of the Funds, including: (1) the provision of investment advice to the Funds; (2) implementing policies and procedures designed to ensure compliance with each Fund’s investment objectives and policies; (3) the review of brokerage arrangements; (4) oversight of general portfolio compliance with applicable laws; (5) the provision of certain administrative services to the Funds, including fund accounting; (6) the implementation of Board directives as they relate to the Funds; and (7) evaluating and monitoring any sub-advisers. The Board noted that FIMCO provides not only advisory services but historically has provided certain administrative personnel and services that many other advisers do not provide without imposition of separate fees. The Board also noted the steps that FIMCO has taken to encourage strong performance, including providing significant incentives to portfolio managers and analysts based on Fund performance, and FIMCO’s willingness to make changes in portfolio managers and sub-advisers when necessary to address performance issues. In addition, the Board considered information regarding the overall financial strength of FIMCO and its affiliates and the resources and staffing in place with respect to the services provided to the Funds in light of the current market environment.

The Board also considered the nature, extent and quality of the services provided to the Funds by FIMCO’s affiliates, including transfer agency and distribution services. The Board took into account the fact that ADM is dedicated to providing transfer agency services exclusively to the Funds and the other funds in the First Investors fund complex. As a result, ADM can tailor its processes and services to satisfy the needs of the Funds’ shareholder base. The Board noted that the Funds’ shares

182 

 


are distributed primarily through First Investors Corporation (“FIC”), which is an affiliate of FIMCO.

Furthermore, the Board considered the nature, extent and quality of the investment management services provided by Muzinich to the Fund For Income. The Board considered Muzinich’s investment management process in managing the Fund For Income and the experience and capability of its personnel responsible for the portfolio management of the Fund For Income. In light of the current market environment, the Board also considered information regarding the resources and staffing in place with respect to the services provided by Muzinich.

Based on the information considered, the Board concluded that the nature, extent and quality of FIMCO’s and Muzinich’s services, as applicable, as well as the services of FIMCO’s affiliates supported approval of the Advisory Agreement and Sub-Advisory Agreement.

Investment Performance

The Board placed significant emphasis on the investment performance of each of the Funds. While consideration was given to performance reports and discussions held at prior Board or Committee meetings, as applicable, particular attention was given to the performance information compiled by Lipper. In particular, the Trustees reviewed the performance of the Funds over the most recent calendar year (“1-year period”) and the annualized performance over the most recent three calendar year period (“3-year period”) and five calendar year period (“5-year period”). In addition, the Board considered the performance information provided by FIMCO for each Fund through April 30, 2010 (the “year-to-date period”). The Board also reviewed the annual yield of each Fund for each of the past five calendar years. With regard to the performance and yield information, the Board considered the performance and yield of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance or yield, as applicable, and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance or yield.

On a Fund-by-Fund basis, the performance reports indicated, and the Board noted, that the Investment Grade Fund and Cash Management Fund fell within one of the top three quintiles for at least one of the performance periods provided by Lipper. With respect to the Fund For Income, the Board considered that Muzinich, which was hired in April 2009, had only approximately one year of history in managing the Fund. The Board also noted that the yield for each Fund, except for the Cash

183 

 


Board Considerations of Advisory Contracts and Fees (continued)
(unaudited)
FIRST INVESTORS INCOME FUNDS

Management Fund, for each of the past five calendar years fell within one of the top three quintiles and the yield for the Cash Management Fund fell within one of the top three quintiles for four of the past five calendar years. Moreover, the Board considered the volatility versus total return data provided by Lipper as well as FIMCO’s representation that it believes that the Funds use a more conservative investment style than many of their peers.

Fund Expenses, Costs of Services, Economies of Scale and Related Benefits

Management Fees and Expenses. The Board also gave substantial consideration to the fees payable under each Fund’s Advisory Agreement as well as under the Sub-Advisory Agreement for the Fund For Income.

The Board reviewed the information compiled by Lipper comparing each Fund’s contractual management fee rate (at common asset levels) and actual management fee rate (which included the effect of any fee waivers) as a percentage of average net assets to other funds in its Peer Group. In this regard, the Board considered the contractual and actual management fees of each Fund on a quintile basis as compared to its Peer Group and noted the relative position of each Fund within the Peer Group. The Board also considered that FIMCO provides not only advisory services but also certain administrative personnel to the Funds under each Fund’s Advisory Agreement and that many other advisers do not provide such administrative personnel under their advisory agreements and that FIMCO also provides certain administrative services without the imposition of a separate fee. The Board considered that FIMCO informed the Board that it intends to: (i) extend, on a voluntary basis, the existing total expense cap limitation for the Cash Management Fund until May 31, 2011; and (ii) extend, on a voluntary basis, the existing management fee caps for the Fund For Income, Government Fund and Investment Grade Fund until May 31, 2011. The Board also considered that, with respect to the Cash Management Fund, FIMCO was waiving additional management fees to maintain total expense levels below the total expense cap for such Fund due to the low interest rate environment.

In considering the sub-advisory fee rates charged by and costs and profitability of Muzinich with regard to the Fund For Income, the Board noted that FIMCO pays Muzinich a sub-advisory fee from its own advisory fee rather than the Fund paying Muzinich a fee directly. Muzinich provided, and the Board reviewed, information comparing the fees charged by Muzinich for services to the Fund For Income versus the fee rates of Muzinich for providing advisory services to other comparable investment companies or accounts. Based on a review of this information, the Board noted that the fees charged by Muzinich for services to the Fund For Income

184 

 


appeared competitive to the fees Muzinich charges to its other comparable investment companies or accounts.

The Board also reviewed the information compiled by Lipper comparing each Fund’s Class A share total expense ratio, taking into account FIMCO’s expense waivers (as applicable), and the ratio of the sum of actual management and other non-management fees (i.e., fees other than management, transfer agency and 12b-1/non-12b-1 fees) to other funds in its Peer Group, including on a quintile basis. In considering the level of the total expense ratio and the ratio of the sum of actual management and other non-management fees, the Board took into account management’s explanation that: (i) there are significant costs involved in providing the level of personal service that the First Investors fund complex seeks to deliver to its shareholders; (ii) overall Fund expenses cover certain check-writing and wiring privileges for Cash Management Fund shareholders at no additional cost; (iii) the custodial fees for shareholders who invest in the Funds through retirement accounts are paid by the Funds and are reflected in the Funds’ total expense ratio, and a significant majority of the shares of the Funds, other than the Cash Management Fund, are held in retirement accounts; and (iv) Lipper expense comparisons do not take into account the size of a fund complex, and as a result, in most cases the First Investors funds are compared to funds in complexes that are much larger than First Investors. The Board also noted that Lipper’s customized expense groups tend to be fairly small in number and the funds included in the Peer Group generally change from year to year, thereby introducing an element of randomness that affects comparative results each year. While recognizing the limitations inherent in Lipper’s methodology, the Board believed that the data provided by Lipper was a generally appropriate measure of comparative expenses.

The foregoing comparisons assisted the Trustees by providing them with a basis for evaluating each Fund’s management fee and expense ratio on a relative basis.

Profitability. The Board reviewed the materials it received from FIMCO regarding its revenues and costs in providing investment management and certain administrative services to the Funds. In particular, the Board considered the analysis of FIMCO’s profitability with respect to each Fund, calculated for the year ended December 31, 2009, as well as overall profitability information relating to the past five calendar years. The Board also considered the information provided by FIMCO comparing the profitability of certain publicly-traded mutual fund asset managers as analyzed by FIMCO based on publicly available financial statements. In reviewing the profitability information, the Board also considered the “fall-out” or ancillary benefits that may accrue to FIMCO and its affiliates as a result of their relationship with the Funds, which are discussed below. The Board acknowledged that, as a

185 

 


Board Considerations of Advisory Contracts and Fees (continued)
(unaudited)
FIRST INVESTORS INCOME FUNDS

business matter, FIMCO was entitled to earn reasonable profits for its services to the Funds. Based on the information provided, the Board also noted that FIMCO operates the Cash Management Fund at a loss.

Economies of Scale. With respect to whether economies of scale are realized by FIMCO as a Fund’s assets increase and the extent to which any economies of scale are reflected in the level of management fee rates charged, the Board considered that the Advisory Agreement fee schedule for each Fund, except the Cash Management Fund, includes breakpoints to account for management economies of scale. The Board noted that the Fund For Income has reached an asset size at which the Fund and its shareholders are benefiting from reduced management fee rates due to breakpoints in its fee schedule. With regard to the Government Fund and Investment Grade Fund, the Board recognized that, although these Funds are not currently at an asset level at which they can take advantage of the breakpoints contained in their fee schedule, each schedule is structured so that when the assets of these Funds increase, economies of scale may be shared for the benefit of shareholders. With respect to the Cash Management Fund, the Board concluded that the fee structure is appropriate at current asset levels.

“Fall Out” or Ancillary Benefits. The Board considered the “fall-out” or ancillary benefits that may accrue to FIMCO and Muzinich as a result of their relationship with the Funds. The Board considered the profits earned or losses incurred by ADM and the income received by FIC and FIMCO’s affiliated bank as a result of FIMCO’s management of the First Investors funds. The Board also considered the fact that Muzinich does not engage in any soft dollar arrangements.

* * * 

 

In summary, after evaluation of the comparative performance, fee and expense information and the profitability, ancillary benefits and other considerations as described above, and in light of the nature, extent and quality of services to be provided by FIMCO and Muzinich, the Board concluded that the level of fees paid to FIMCO with respect to each Fund, and Muzinich with respect to the Fund For Income, is reasonable. As a result, the Board, including a majority of the independent Trustees, approved the Advisory Agreement and Sub-Advisory Agreement.

186 

 


Board Considerations of Advisory Contracts and Fees
(unaudited)
FIRST INVESTORS EQUITY FUNDS

Annual Consideration of the Investment Advisory Agreements and the
Sub-Advisory Agreements with Wellington Management Company, LLP, Paradigm
Capital Management, Inc., Smith Group Asset Management, LP and Vontobel
Asset Management, Inc.

At a meeting held on May 20, 2010 (“May Meeting”), the Board of Trustees (“Board”), including a majority of the non-interested or independent Trustees (hereinafter, “Trustees”), approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between First Investors Management Company, Inc. (“FIMCO”) and each of the following funds (each a “Fund” and collectively the “Funds”): Growth & Income Fund, Total Return Fund, Blue Chip Fund, Value Fund, Opportunity Fund, Special Situations Fund, Select Growth Fund, Global Fund and International Fund. In addition, at the May Meeting, the Board, including a majority of the independent Trustees, approved the renewal of the sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively the “Sub-Advisory Agreements”) with: (1) Wellington Management Company, LLP (“WMC”) with respect to the Global Fund; (2) Paradigm Capital Management, Inc. (“Paradigm”) with respect to the Special Situations Fund; (3) Smith Group Asset Management, LP (“Smith Group”) with respect to the Select Growth Fund; and (4) Vontobel Asset Management, Inc. (“Vontobel”) with respect to the International Fund. The Global Fund, Special Situations Fund, Select Growth Fund and International Fund are collectively referred to as the “Sub-Advised Funds.”

In reaching its decisions to approve the continuation of the Advisory Agreement for each Fund and the Sub-Advisory Agreements for the Sub-Advised Funds, the Board considered information furnished and discussed throughout the year at regularly scheduled Board and Committee meetings as well as information provided specifically in relation to the renewal of the Advisory Agreement and Sub-Advisory Agreements for the May Meeting. Information furnished at Board and/or Committee meetings throughout the year included FIMCO’s analysis of each Fund’s investment performance, presentations given by representatives of FIMCO, WMC, Paradigm, Smith Group and Vontobel and various reports on compliance and other services provided by FIMCO and its affiliates. In preparation for the May Meeting, the independent Trustees requested and received information compiled by Lipper, Inc. (“Lipper”), an independent provider of investment company data, that included, among other things: (1) the investment performance over various time periods and the fees and expenses of each Fund as compared to a comparable group of funds as determined by Lipper (“Peer Group”); and (2) comparative information on each Fund’s volatility versus total return. Additionally, in response to specific requests from the independent Trustees in connection with the May Meeting, FIMCO furnished, and

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the Board considered, information concerning various aspects of its operations, including: (1) the nature, extent and quality of services provided by FIMCO and its affiliates to the Funds, including investment advisory and administrative services to the Funds; (2) the actual management fees paid by each Fund to FIMCO; (3) the costs of providing services to each Fund and the profitability of FIMCO and its affiliate, Administrative Data Management Corp. (“ADM”), the Funds’ affiliated transfer agent, from the relationship with each Fund; and (4) any “fall out” or ancillary benefits accruing to FIMCO or its affiliates as a result of the relationship with each Fund. FIMCO also provided, and the Board considered, an analysis of the overall profitability of the First Investors mutual fund business that included various entities affiliated with FIMCO as well as comparative profitability information based on analysis performed by FIMCO of the financial statements of certain publicly-traded mutual fund asset managers. In addition to evaluating, among other things, the written information provided by FIMCO, the Board also evaluated the answers to questions posed by the Board to representatives of FIMCO.

In addition, in response to specific requests from the independent Trustees in connection with the May Meeting, WMC, Paradigm, Smith Group and Vontobel furnished, and the Board reviewed, information concerning various aspects of their respective operations, including: (1) the nature, extent and quality of services provided by WMC, Paradigm, Smith Group and Vontobel to the applicable Sub-Advised Funds; (2) the sub-advisory fee rates charged by WMC, Paradigm, Smith Group and Vontobel and a comparison of those fee rates to the fee rates of WMC, Paradigm, Smith Group and Vontobel for providing advisory services to other investment companies or accounts or compared to their standard fee schedule, as applicable, with an investment mandate similar to the applicable Sub-Advised Funds; (3) profitability information provided by WMC, Paradigm, Smith Group and Vontobel; and (4) any “fall out” or ancillary benefits accruing to WMC, Paradigm, Smith Group and Vontobel as a result of the relationship with each applicable Sub-Advised Fund.

In considering the information and materials described above, the independent Trustees received assistance from and met separately with independent legal counsel and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to approvals of advisory agreements. Although the Advisory Agreement for all of the Funds and the Sub-Advisory Agreements for the Sub-Advised Funds were considered at the same Board meeting, the Trustees addressed each Fund separately during the May Meeting.

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Based on all of the information presented, the Board, including a majority of its independent Trustees, determined on a Fund-by-Fund basis that the fees charged under the Advisory Agreement and each Sub-Advisory Agreement are reasonable in relation to the services that are provided under each Agreement. The Board did not identify any single factor as being of paramount importance in reaching its conclusions and determinations with respect to the continuance of the Advisory Agreement for each Fund and Sub-Advisory Agreements. Although not meant to be all-inclusive, the following describes some of the factors that were considered by the Board in deciding to approve the continuance of the Advisory Agreement for each Fund and Sub-Advisory Agreements with Paradigm, Smith Group, Vontobel and WMC.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services provided by FIMCO, the Board recognized that FIMCO is dedicated to providing investment management services exclusively to the Funds and the other funds in the First Investors fund complex and that, unlike many other mutual fund managers, FIMCO is not in the business of providing management services to hedge funds, pension funds or separately managed accounts. As a result, the Board considered that FIMCO’s personnel devote substantially all of their time to serving the funds in the First Investors fund complex.

The Board also recognized that it is the philosophy of FIMCO and its affiliates to provide personal service to the shareholders of the Funds, that FIMCO and its affiliates strive to service the needs of a shareholder base that includes many investors who are less affluent and that the average account size of many of the First Investors funds is small by comparison to the industry average account size. The Board also considered management’s explanation regarding the significant costs involved in providing the level of personal service that the First Investors fund complex seeks to deliver to its shareholders.

The Board noted that FIMCO has undertaken extensive responsibilities as manager of the Funds, including: (1) the provision of investment advice to the Funds; (2) implementing policies and procedures designed to ensure compliance with each Fund’s investment objectives and policies; (3) the review of brokerage arrangements; (4) oversight of general portfolio compliance with applicable laws; (5) the provision of certain administrative services to the Funds, including fund accounting; (6) the implementation of Board directives as they relate to the Funds; and (7) evaluating and monitoring any sub-advisers. The Board noted that FIMCO provides not only advisory services but historically has provided certain administrative personnel and services that many other advisers do not provide without imposition of separate fees.

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Board Considerations of Advisory Contracts and Fees (continued)
(unaudited)
FIRST INVESTORS EQUITY FUNDS

The Board also noted the steps that FIMCO has taken to encourage strong performance, including providing significant incentives to portfolio managers and analysts based on Fund performance, and FIMCO’s willingness to make changes in portfolio managers and sub-advisers when necessary to address performance issues. In addition, the Board considered information regarding the overall financial strength of FIMCO and its affiliates and the resources and staffing in place with respect to the services provided to the Funds in light of the current market environment.

The Board also considered the nature, extent and quality of the services provided to the Funds by FIMCO’s affiliates, including transfer agency and distribution services. The Board took into account the fact that ADM is dedicated to providing transfer agency services exclusively to the Funds and the other funds in the First Investors fund complex. As a result, ADM can tailor its processes and services to satisfy the needs of the Funds’ shareholder base. The Board noted that the Funds’ shares are distributed primarily through First Investors Corporation (“FIC”), which is an affiliate of FIMCO.

Furthermore, the Board considered the nature, extent and quality of the investment management services provided by WMC, Paradigm, Smith Group and Vontobel to the applicable Sub-Advised Funds. The Board considered WMC’s, Paradigm’s, Smith Group’s and Vontobel’s investment management process in managing the applicable Sub-Advised Funds and the experience and capability of their respective personnel responsible for the portfolio management of the applicable Sub-Advised Funds. In light of the current market environment, the Board also considered information regarding the resources and staffing in place with respect to the services provided by each sub-adviser.

Based on the information considered, the Board concluded that the nature, extent and quality of FIMCO’s, WMC’s, Paradigm’s, Smith Group’s and Vontobel’s services, as applicable, as well as the services of FIMCO’s affiliates supported approval of the Advisory Agreement and each Sub-Advisory Agreement.

Investment Performance

The Board placed significant emphasis on the investment performance of each of the Funds. While consideration was given to performance reports and discussions held at prior Board or Committee meetings, as applicable, particular attention was given to the performance information compiled by Lipper. In particular, the Board reviewed the performance of the Funds over the most recent calendar year (“1-year period”) and, to the extent provided by Lipper, the annualized performance over

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the most recent three calendar year period (“3-year period”) and five calendar year period (“5-year period”). In addition, the Board considered the performance information provided by FIMCO for each Fund through April 30, 2010 (the “year-to-date period”). With regard to the performance information, the Board considered the performance of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the performance data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance.

On a Fund-by-Fund basis, the performance reports indicated, and the Board noted, that each Fund except the Growth & Income Fund and Select Growth Fund fell within one of the top three quintiles for at least one of the performance periods provided by Lipper. With regard to the Growth & Income Fund and Select Growth Fund, the Board noted that performance for the year-to-date period had improved significantly and fell within one of the top three quintiles. The Board also considered that the sub-adviser for the Select Growth Fund had been changed in 2007 and did not have a full three years of history managing the Fund. The Board also considered the volatility versus total return data provided by Lipper as well as FIMCO’s representation that it believes that the Funds use a more conservative investment style than many of their peers.

Fund Expenses, Costs of Services, Economies of Scale and Related Benefits

Management Fees and Expenses. The Board also gave substantial consideration to the fees payable under each Fund’s Advisory Agreement as well as under the Sub-Advisory Agreements for the Sub-Advised Funds.

The Board reviewed the information compiled by Lipper comparing each Fund’s contractual management fee rate (at common asset levels) and actual management fee rate (which included the effect of any fee waivers) as a percentage of average net assets to other funds in its Peer Group. In this regard, the Board considered the contractual and actual management fees of each Fund on a quintile basis as compared to its Peer Group and noted the relative position of each Fund within the Peer Group. The Board also considered that FIMCO provides not only advisory services but also certain administrative personnel to the Funds under each Fund’s Advisory Agreement and that many other advisers do not provide such administrative personnel under their advisory agreements and that FIMCO also provides certain administrative services without the imposition of a separate fee. The Board also considered that FIMCO informed the Board that it intends to extend, on a voluntary basis, the existing management fee caps for the Special Situations Fund and Global Fund until May 31, 2011.

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Board Considerations of Advisory Contracts and Fees (continued)
(unaudited)
FIRST INVESTORS EQUITY FUNDS

In considering the sub-advisory fee rates charged by and costs and profitability of WMC, Paradigm, Smith Group and Vontobel with regard to the respective Sub-Advised Funds, the Board noted that FIMCO pays WMC, Paradigm, Smith Group or Vontobel, as the case may be, a sub-advisory fee from its own advisory fee rather than each Fund paying WMC, Paradigm, Smith Group or Vontobel a fee directly. WMC, Paradigm, Smith Group and Vontobel provided, and the Board reviewed, information comparing the fees charged by WMC, Paradigm, Smith Group and Vontobel for services to the respective Sub-Advised Funds versus the fee rates of WMC, Paradigm, Smith Group and Vontobel for providing advisory services to other comparable investment companies or accounts or compared to their standard fee schedule, as applicable. Based on a review of this information, the Board noted that the fees charged by WMC, Paradigm, Smith Group and Vontobel, as the case may be, for services to each applicable Sub-Advised Fund appeared competitive to the fees WMC, Paradigm, Smith Group and Vontobel charge to their other comparable investment companies or accounts or compared to their standard fee schedule, as applicable.

The Board also reviewed the information compiled by Lipper comparing each Fund’s Class A share total expense ratio, taking into account FIMCO’s expense waivers (as applicable), and the ratio of the sum of actual management and other non-management fees (i.e., fees other than management, transfer agency and 12b-1/non-12b-1 fees) to other funds in its Peer Group, including on a quintile basis. In considering the level of the total expense ratio and the ratio of the sum of actual management and other non-management fees, the Board took into account management’s explanation that: (i) the Funds have average account sizes that are relatively small compared with the industry average for equity funds; (ii) there are significant costs involved in providing the level of personal service that the First Investors fund complex seeks to deliver to its shareholders; (iii) the custodial fees for shareholders who invest in the Funds through retirement accounts are paid by the Funds and are reflected in the Funds’ total expense ratio, and a significant majority of the shares of the Funds are held in retirement accounts; and (iv) Lipper expense comparisons do not take into account the size of a fund complex, and as a result, in certain cases the First Investors funds are compared to funds in complexes that are much larger than First Investors. The Board also noted that Lipper’s customized expense groups tend to be fairly small in number and the funds included in the Peer Group generally change from year to year, thereby introducing an element of randomness that affects comparative results each year. While recognizing the limitations inherent in Lipper’s methodology, the Board believed that the data provided by Lipper was a generally appropriate measure of comparative expenses.

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The foregoing comparisons assisted the Trustees by providing them with a basis for evaluating each Fund’s management fee and expense ratio on a relative basis.

Profitability. The Board reviewed the materials it received from FIMCO regarding its revenues and costs in providing investment management and certain administrative services to the Funds. In particular, the Board considered the analysis of FIMCO’s profitability with respect to each Fund, calculated for the year ended December 31, 2009, as well as overall profitability information relating to the past five calendar years. The Board also considered the information provided by FIMCO comparing the profitability of certain publicly-traded mutual fund asset managers as analyzed by FIMCO based on publicly available financial statements. In reviewing the profitability information, the Board also considered the “fall-out” or ancillary benefits that may accrue to FIMCO and its affiliates as a result of their relationship with the Funds, which are discussed below. The Board acknowledged that, as a business matter, FIMCO was entitled to earn reasonable profits for its services to the Funds.

Economies of Scale. With respect to whether economies of scale are realized by FIMCO as a Fund’s assets increase and the extent to which any economies of scale are reflected in the level of management fee rates charged, the Board considered that the Advisory Agreement fee schedule for each Fund includes breakpoints to account for management economies of scale. The Board noted that each Fund except for the Select Growth Fund, Global Fund and International Fund have reached an asset size at which the Fund and its shareholders are benefiting from reduced management fee rates due to breakpoints in their respective fee schedules. With regard to the Select Growth Fund, Global Fund and International Fund, the Board recognized that, although these Funds are not currently at an asset level at which they can take advantage of the breakpoints contained in their fee schedule, each schedule is structured so that when the assets of these Funds increase, economies of scale may be shared for the benefit of shareholders.

“Fall Out” or Ancillary Benefits. The Board considered the “fall-out” or ancillary benefits that may accrue to FIMCO, WMC, Paradigm, Smith Group and Vontobel as a result of their relationship with the Funds. In that regard, the Board considered the fact that FIMCO, WMC, Paradigm, Smith Group and Vontobel receive research from broker-dealers that execute brokerage transactions for the funds in the First Investors fund complex. However, the Board noted that FIMCO and the sub-advisers must select brokers based on each Fund’s requirements for seeking best execution. The Board also considered that Paradigm executes brokerage transactions for the Special Situations Fund through the use of an affiliated broker-dealer and that this also

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Board Considerations of Advisory Contracts and Fees (continued)
(unaudited)
FIRST INVESTORS EQUITY FUNDS

provides a source of fall-out benefits to Paradigm. The Board considered the profits earned or losses incurred by ADM and the income received by FIC and FIMCO’s affiliated bank as a result of FIMCO’s management of the First Investors funds.

* * * 

 

In summary, after evaluation of the comparative performance, fee and expense information and the profitability, ancillary benefits and other considerations as described above, and in light of the nature, extent and quality of services to be provided by FIMCO, WMC, Paradigm, Smith Group and Vontobel, the Board concluded that the level of fees paid to FIMCO with respect to each Fund, and WMC, Paradigm, Smith Group and Vontobel with respect to each applicable Sub-Advised Fund, is reasonable. As a result, the Board, including a majority of the independent Trustees, approved the Advisory Agreement and each Sub-Advisory Agreement.

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Board Considerations of New Advisory Contract and Fees
(unaudited)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

Approval of a New Advisory Agreement and New Sub-Advisory Agreements

At a meeting held on September 19, 2010 (the “September Meeting”), the Board (the “Equity Board”) of First Investors Equity Funds (the “Equity Funds”) and the Board (the “Income Board” and together the “Boards”) of First Investors Income Funds (the “Income Funds”), including a majority of the non-interested or independent Trustees of each Board, approved a new Advisory Agreement (the “New Agreement”) between FIMCO and each of the Equity Funds and Income Funds, respectively. The Equity Board also approved new Sub-Advisory Agreements (the “New Sub-Advisory Agreements”) with WMC with respect to the Global Fund, Paradigm with respect to the Special Situations Fund, Smith Group with respect to the Select Growth Fund and Vontobel with respect to the International Fund and the Income Board approved a new Sub-Advisory Agreement (together, the “New Sub-Advisory Agreements”) with Muzinich with respect to the Fund For Income.

The Boards approved the New Advisory Agreement, and New Sub-Advisory Agreements for the Sub-Advised Funds, due to the pending acquisition (the “Transaction”) of First Investors Consolidated Corporation (“FICC”), the parent company of FIMCO, by The Independent Order of Foresters (“Foresters”). The change in control of FIMCO caused by the Transaction is deemed to be an “assignment” under the Investment Company Act of 1940 (the “1940 Act”) of each Fund's existing Advisory Agreement (the “Existing Agreement”) with FIMCO. As required by the 1940 Act, each Fund's Existing Agreement provides for its automatic termination in the event of an assignment and, thus, each Existing Agreement will terminate upon the closing (the “Closing”) of the Transaction.

Each Board also approved an interim advisory agreement (the “Interim Agreement”) with FIMCO with respect to each Fund in the event that the closing of the Transaction was scheduled to occur prior to approval of the New Agreement by the shareholders of one or more Funds, and an interim Sub-Advisory Agreement (the “Interim Sub-Advisory Agreements”) with respect to its Sub-Advised Funds. The shareholders of the Funds have approved the New Agreement and, therefore, the Interim Agreement and Interim Sub-Advisory Agreements will not become effective.

In connection with their approval of the New Agreement and the Sub-Advisory Agreements, the Independent Trustees received advice from their legal counsel detailing the Boards’ responsibilities pertaining to such approvals. The Boards reviewed the materials furnished by Foresters and FIMCO, including responses to certain questions relating to the Transaction and reports relating to each Fund’s performance, advisory fees and total operating expenses, and other relevant data. Information provided by Foresters and FIMCO for the Boards’ consideration included Foresters’ responses to questions

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Board Considerations of New Advisory Contract and Fees
(continued) (unaudited)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

relating to the terms of the Transaction, how Foresters will finance the Transaction, the effect of the Transaction on the Funds, their service providers or fee structure, and any significant changes (actual or anticipated) to the composition of the Boards, Trust officers, operations of the Funds, FIMCO’s investment personnel, FIMCO’s compensation structure, the Existing Agreement, or the Funds’ distribution arrangements. In addition, information on the Funds’ investment performance is regularly provided to the Boards. The Boards also reviewed current and pro forma balance sheets for FIMCO and FIC, the underwriter for the Equity Funds and the Income Funds. Information furnished at Board meetings throughout the year included FIMCO’s analysis of each Fund’s investment performance, presentations given by the portfolio managers of the Funds and various reports on compliance and other services provided by FIMCO and its affiliates.

In considering the information and materials described above, the Independent Trustees received assistance from and met separately with independent legal counsel and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to approvals of advisory agreements. Although the New Agreement and Sub-Advisory Agreements for all of the Funds were considered at the same Board meeting, the Trustees addressed each Fund separately.

The Boards did not identify any single factor or group of factors as being of paramount importance in reaching their conclusions and determinations with respect to the approval of the New Agreement or, for the Sub-Advised Funds, the Sub-Advisory Agreements. Although not meant to be all-inclusive, included below is a description of certain of the factors that were considered by each Board in deciding to approve the New Agreement and, for its Sub-Advised Funds, the Sub-Advisory Agreements.

Nature, Extent and Quality of Services

In examining the nature, extent and quality of the services to be provided by FIMCO under the New Advisory Agreement and to be provided by the subadvisers to the Sub-Advised Funds under the New Sub-Advisory Agreements, the Boards considered that the terms of the New Agreement are substantially the same as the terms of the Existing Agreement and the terms of the New Sub-Advisory Agreements are substantially the same as the terms of their respective Existing Sub-Advisory Agreements. The Boards also considered that the Transaction is expected to have minimal impact on FIMCO’s day-to-day operations and is not expected to result in any change in the structure or operations of the Funds. The Boards noted that Foresters currently does not intend to implement any changes to the core services provided to the Funds by FIMCO or its affiliates. The Boards also noted that Foresters currently intends to retain the key personnel employed by FIMCO who provide services to the Funds (other than two senior officers who indicated their intent to retire from FIMCO). The

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same people who manage the Funds are expected to do so after the Closing and the subadvisers that manage the Sub-Advised Funds are expected to continue to manage those Funds after the Closing. The level of service and the manner in which each Fund’s assets are managed are expected to remain the same. The Boards also considered that Foresters does not currently contemplate modifying the Funds’ current service provider relationships.

In evaluating Foresters, the Boards considered the history, reputation, qualification and background of Foresters, the qualifications of its personnel and Foresters financial condition. The Boards also considered Foresters capabilities, experience, corporate structure and capital resources, as well as Foresters long-term business goals with regard to FIMCO and the Funds.

The Boards gave substantial consideration to their evaluation of the nature, extent and quality of the services provided by FIMCO under the Existing Agreement and provided by the subadvisers under the Existing Sub-Advisory Agreements at the May Meeting. The Boards recognized that FIMCO is dedicated to providing investment management services exclusively to the Funds and that, unlike many other mutual fund managers, FIMCO is not in the business of providing management services to hedge funds, pension funds or separately managed accounts. As a result, the Boards considered that FIMCO’s personnel devote substantially all of their time to serving the Funds.

The Boards also recognized that it is the philosophy of FIMCO and its affiliates to provide personal service to the shareholders of the Funds, that FIMCO and its affiliates strive to service the needs of a shareholder base that includes many investors who are less affluent and that the average account size of many of the Funds is small by comparison to the industry average account size. The Boards also considered management’s explanation regarding the significant costs involved in providing the level of personal service that the First Investors fund complex seeks to deliver to its shareholders.

The Boards noted that FIMCO has undertaken extensive responsibilities as manager of the Funds, including: (1) the provision of investment advice to the Funds; (2) the implementation of policies and procedures designed to ensure compliance with each Fund’s investment objectives and policies; (3) the review of brokerage arrangements; (4) oversight of general portfolio compliance with applicable laws; (5) the provision of certain administrative services to the Funds, including Fund accounting; (6) the implementation of Board directives as they relate to the Funds; and (7) the evaluation and monitoring of subadvisers. The Boards noted that FIMCO provides not only advisory services but historically has provided certain administrative personnel and services that many other advisers do not provide without imposition of separate fees.

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Board Considerations of New Advisory Contract and Fees
(continued) (unaudited)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

The Boards also noted the steps that FIMCO has taken to encourage strong performance, including providing significant incentives to portfolio managers and analysts based on Fund performance, and FIMCO’s willingness to make changes in portfolio managers and subadvisers when necessary to address performance issues. In addition, the Boards considered information regarding the overall financial strength of FIMCO and its affiliates and the resources and staffing in place with respect to the services provided to the Funds in light of the current market environment.

The Boards also considered the nature, extent and quality of the services provided to the Funds by FIMCO’s affiliates, including transfer agency and distribution services. The Boards took into account the fact that ADM is dedicated to providing transfer agency services exclusively to the Funds. As a result, ADM can tailor its processes and services to satisfy the needs of the Funds’ shareholder base. The Boards noted that the Funds’ shares are distributed primarily through FIC, which is an affiliate of FIMCO.

The Boards also considered the nature, extent and quality of the investment management services provided by Paradigm, Muzinich, Smith Group, Vontobel and WMC to the applicable Sub-Advised Funds. The Boards considered Paradigm’s, Muzinich’s, Smith Group’s, Vontobel’s and WMC’s investment management process in managing the applicable Sub-Advised Funds and the experience and capability of their respective personnel responsible for the portfolio management of the applicable Sub-Advised Funds. In light of the current market environment, the Boards also considered information regarding the resources and staffing in place with respect to the services provided by each subadviser.

Based on the information considered, the Boards concluded that the nature, extent and quality of FIMCO’s, Paradigm’s, Muzinich’s, Smith Group’s, Vontobel’s and WMC’s services, as well as the services of FIMCO’s affiliates, supported approval of the New Agreement and the New Sub-Advisory Agreements.

Investment Performance

While the Boards considered more recent performance information, each Board placed significant emphasis on consideration of the investment performance of each of the Funds at the May Meeting. While consideration was given to performance reports and discussions held at prior and subsequent Board or Committee meetings, as applicable, particular attention was given to the performance information compiled by Lipper. In particular, the Boards reviewed the performance of the Funds over the most recent calendar year and, to the extent provided by Lipper, the annualized performance over the most recent three calendar year period and five calendar year periods as compared to a comparable group of funds as determined by Lipper (“Peer Group”). In addition, the Boards considered the performance information provided by FIMCO for each Fund through April 30, 2010 (the “year-to-date period”). As

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applicable, the Boards also reviewed the annual yield of each Fund for each of the past five calendar years on an absolute and comparative basis. With regard to the performance information, the Boards considered the performance and/or yield, as applicable, of each Fund on a percentile and quintile basis as compared to its Peer Group. For purposes of the data provided, the first quintile is defined as 20% of the funds in the applicable Peer Group with the highest performance or yield, as applicable, and the fifth quintile is defined as 20% of the funds in the applicable Peer Group with the lowest performance or yield. For each Fund, the Boards also considered the volatility versus total return data provided by Lipper as well as FIMCO’s representation that it believes that the Funds use a more conservative investment style than many of their peers. The Equity Board also took note of the improved performance of the Select Growth Fund reviewed at the Board’s August 2010 meeting.

For the Equity Funds, on a fund-by-fund basis, the performance reports indicated, and the Equity Board noted, that each Fund except the Growth & Income Fund and Select Growth Fund fell within one of the top three quintiles for at least one of the performance periods provided by Lipper. With regard to the Growth & Income Fund and Select Growth Fund, the Equity Board noted that performance for the year-to-date period had improved significantly and fell within one of the top three quintiles. The Equity Board also considered that the subadviser for the Select Growth Fund had been changed in 2007 and did not have a full three years of history managing the Fund.

For the Income Funds, on a fund-by-fund basis, the performance reports indicated, and the Income Board noted, that the Investment Grade Fund and Cash Management Fund fell within one of the top three quintiles for at least one of the performance periods provided by Lipper. With respect to the Fund For Income, the Income Board considered that Muzinich, which was hired in April 2009, had only approximately one year of history in managing the Fund. The Income Board also noted that the yield for each Fund, except for the Cash Management Fund, for each of the past five calendar years fell within one of the top three quintiles and the yield for the Cash Management Fund fell within one of the top three quintiles for four of the past five calendar years.

Fund Expenses, Costs of Services, Economies of Scale and Related Benefits

Management Fees, Subadvisory Fees and Expenses. The Boards noted that the advisory fees payable by each Fund under the New Agreement are the same as the fee rates payable under the Existing Agreement. Each Board gave substantial consideration to its evaluation of the advisory fees payable by the Funds and each Fund’s total expense ratio at the May Meeting. The Boards considered that the Funds’ expense ratios were not expected to increase as a result of the Transaction. The Boards also

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Board Considerations of New Advisory Contract and Fees
(continued) (unaudited)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

considered that Foresters currently does not intend to change any Fund’s expense reimbursement or advisory fee waiver arrangements. In addition, the Boards noted that shareholders would not bear any costs in connection with the Transaction, inasmuch as FICC and Foresters will bear the costs, fees and expenses incurred by the Funds in connection with the proxy statement, the fees and expenses of accountants and attorneys relating to the Transaction and proxy statement, and any other fees and expenses incurred by the Funds in connection with the Transaction.

At the May Meeting, the Boards reviewed the information compiled by Lipper comparing each Fund’s contractual management fee rate (at common asset levels) and actual management fee rate (which included the effect of any fee waivers) as a percentage of average net assets to a customized group of comparable funds within its Peer Group selected by Lipper (“Expense Group”). In this regard, the Boards considered the contractual and actual management fees of each Fund on a quintile basis as compared to its Expense Group and noted the relative position of each fund within the Expense Group.

The Boards also considered that FIMCO provides not only advisory services but also certain administrative personnel to the Funds under each Fund’s advisory agreement and that many other advisers do not provide such administrative personnel under their advisory agreements and that FIMCO also provides certain administrative services without the imposition of a separate fee.

The Boards considered that, at the May Meeting, FIMCO had extended, and, thereafter, Foresters agreed to keep in place, the existing voluntary: (1) total expense cap limitations for the Cash Management Fund; and (2) the management fee caps for the Special Situations Fund, Global Fund, Fund For Income, Government Fund and Investment Grade Fund until May 31, 2011. In addition, the Income Board considered that, with respect to the Cash Management Fund, FIMCO is currently waiving additional management fees to maintain total expense levels below the total expense cap for the Fund due to the low interest rate environment.

In considering the subadvisory fee rates charged by and costs and profitability of Paradigm, Muzinich, Smith Group, Vontobel and WMC with regard to their respective Sub-Advised Funds, the Boards noted that FIMCO pays Paradigm, Muzinich, Smith Group, Vontobel or WMC, as the case may be, a subadvisory fee from its own advisory fee rather than each Fund paying Paradigm, Muzinich, Smith Group, Vontobel or WMC a fee directly. At the May meeting, Paradigm, Muzinich, Smith Group, Vontobel and WMC provided, and the Boards reviewed, information comparing the fees charged by Paradigm, Muzinich, Smith Group, Vontobel and WMC for services to the respective Sub-Advised Funds versus the fee rates of Paradigm,

200 

 


Muzinich, Smith Group, Vontobel and WMC for providing advisory services to other comparable investment companies or accounts or compared to their standard fee schedule, as applicable. Based on a review of this information, the Boards noted that the fees charged by Paradigm, Muzinich, Smith Group, Vontobel and WMC for services to each applicable Sub-Advised Fund appeared competitive to the fees Paradigm, Muzinich, Smith Group, Vontobel and WMC charge to their other comparable investment companies or accounts or compared to their standard fee schedule, as applicable.

At the May Meeting, the Boards also reviewed the information compiled by Lipper comparing the Class A share total expense ratio of each of the Equity Funds and Income Funds, taking into account FIMCO’s expense waivers (as applicable), and the ratio of the sum of actual management and other non-management fees (i.e., fees other than management, transfer agency and 12b-1/non-12b-1 fees) to other funds in its Expense Group, including on a quintile basis, for all Funds.

In considering the level of the total expense ratio and the ratio of the sum of actual management and other non-management fees, the Boards took into account management’s explanation that: (i) the Equity Funds have average account sizes that are relatively small compared with the industry average for equity funds; (ii) there are significant costs involved in providing the level of personal service that the First Investors fund complex seeks to deliver to shareholders of the Funds; (iii) overall Fund expenses cover certain check-writing and wiring privileges for the Cash Management Fund shareholders at no additional cost; (iv) the custodial fees for shareholders who invest in the Funds through retirement accounts are paid by the Funds and are reflected in the Funds’ total expense ratio, and a significant majority of the shares of the Funds (other than Cash Management Fund) are held in retirement accounts; and (v) Lipper expense comparisons do not take into account the size of a fund complex, and as a result, in certain cases the Funds are compared to funds in complexes that are much larger than First Investors. The Boards also noted that the Expense Groups tend to be fairly small in number and the funds included in the Peer Group generally change from year to year, thereby introducing an element of randomness that affects comparative results each year. While recognizing the limitations inherent in Lipper’s methodology, the Boards believed that the data provided by Lipper was a generally appropriate measure of comparative expenses.

The foregoing comparisons assisted the Trustees by providing them with a basis for evaluating each Fund’s management fee and expense ratio and, for the Sub-Advised Funds, the subadvisory fee, on a relative basis. Based on the information considered, the Trustees concluded that each Fund’s advisory fees and expense ratio and, for the Sub-Advised Funds, the subadvisory fee, relative to comparable mutual funds was

201 

 


Board Considerations of New Advisory Contract and Fees
(continued) (unaudited)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

reasonable given the nature, extent and quality of the services to be provided under the New Agreement and, for the Sub-Advised Funds, the New Sub-Advisory Agreements.

Profitability. At the September Meeting, the Boards reviewed the materials they received regarding Foresters capital resources. The Boards also reviewed the materials provided by FIMCO at the May Meeting regarding its revenues and costs in providing investment management and certain administrative services to the Funds. In particular, the Boards considered the analysis of FIMCO’s profitability with respect to each Fund, calculated for the year ended December 31, 2009, as well as overall profitability information relating to the past five calendar years. The Boards also considered the information provided by FIMCO comparing the profitability of certain publicly-traded mutual fund asset managers as analyzed by FIMCO based on publicly available financial statements. In reviewing the profitability information, the Boards also considered the “fall-out” or ancillary benefits that may accrue to FIMCO and its affiliates as a result of their relationship with the Funds, which are discussed below. The Boards acknowledged that, as a business matter, FIMCO was entitled to earn reasonable profits for its services to the Funds. Based on the information provided, the Income Board also noted that FIMCO currently operates the Cash Management Fund at a loss.

Economies of Scale. With respect to economies of scale, the Boards considered that the Transaction could provide certain benefits to the Funds, including opportunities to increase the distribution of Fund shares and realize cost savings by leveraging certain available resources at Foresters. The Boards considered that any resulting growth of Fund assets might produce economies of scale that could benefit Fund shareholders. The Boards also considered that the fee schedules for each Fund, other than the Cash Management Fund, which will remain the same under the New Agreement, include breakpoints to account for management economies of scale.

The Boards also placed significant emphasis on their consideration at the May Meeting of whether economies of scale are benefiting the Funds based on breakpoints in each Fund’s fee schedule (as applicable), which are discussed below.

With respect to the Equity Funds, the Equity Board noted that each Fund, except for the Select Growth Fund, Global Fund and International Fund, has reached an asset size at which the Fund and its shareholders are benefiting from reduced management fee rates due to breakpoints in their respective fee schedules. With regard to the Select Growth Fund, Global Fund and International Fund, the Equity Board recognized that, although these Funds are not currently at an asset level at which they can take advantage of the breakpoints contained in their fee schedule, each schedule is structured so that when the assets of these Funds increase, economies of scale may be shared for the benefit of shareholders.

202 

 


With respect to the Income Funds, the Income Board noted that the Fund For Income has reached an asset size at which the Fund and its shareholders are benefiting from reduced management fee rates due to breakpoints in its fee schedule. With regard to the Government Fund and Investment Grade Fund, the Income Board recognized that, although these Funds are not currently at an asset level at which they can take advantage of the breakpoints contained in their fee schedule, each schedule is structured so that when the assets of these Funds increase, economies of scale may be shared for the benefit of shareholders. With respect to the Cash Management Fund, the Income Board concluded that the fee structure is appropriate at current asset levels.

“Fall Out” or Ancillary Benefits. The Boards considered the “fall-out” or ancillary benefits that may accrue to FIMCO, Paradigm, Muzinich, Smith Group, Vontobel, WMC and Foresters as a result of their relationships with the Funds. In that regard, the Boards considered that the Funds may offer Foresters the opportunity to promote its fraternal mission by offering Foresters membership to existing shareholders. The Boards noted that, at the May Meeting, the Boards had considered the benefits that may accrue to FIMCO, Paradigm, Muzinich, Smith Group, Vontobel and WMC. The Boards considered that FIMCO, Paradigm, Smith Group, Vontobel, and WMC receive research from broker-dealers that execute brokerage transactions for the Funds. The Boards noted that FIMCO and these four subadvisers must select brokers based on each Fund’s requirements for seeking best execution. The Equity Board also considered that Paradigm executes brokerage transactions for the Special Situations Fund through the use of an affiliated broker-dealer and that this also provides a source of fall-out benefits to Paradigm. The Income Board also considered the fact that Muzinich does not engage in any soft dollar arrangements. The Boards also considered the profits earned or losses incurred by ADM, the income received by FIC, and FIMCO’s affiliated bank as a result of FIMCO’s management of the Funds.

* * * 

 

In summary, after evaluation of the comparative performance, fee and expense information and the profitability, ancillary benefits and other considerations as described above, the Boards concluded that the level of fees to be paid to FIMCO with respect to each Fund and to Paradigm, Muzinich, Smith Group, Vontobel and WMC with respect to each Sub-Advised Fund is reasonable. As a result, the Boards, including a majority of the Independent Trustees, approved the New Agreement and, for the Sub-Advised Funds, the New Sub-Advisory Agreements.

203 

 


FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
Trustees and Officers*

  Position(s)       
  Held with  Principal     
  Funds and  Occupation(s)     
  Length of  During Past     
  Service  5 Years     
  (Including  and Other  Number of  Other 
  with  Directorships  Portfolios in  Trusteeships/ 
Name, Year of Birth  Predecessor  held by  Fund Complex  Directorships 
and Address**  Funds)  Trustee            Overseen  Held 
 
  DISINTERESTED TRUSTEES   
 
Charles R. Barton, III    1965  Trustee since  Chief Operating  39  None 
  1/1/06  Officer (since     
    2007), Board     
    Director (since     
    1989) and Trustee     
    of the Barton     
    Group/Barton     
    Mines Corpora-     
    tion (mining     
    and industrial     
    abrasives distri-     
    bution); President     
    of Noe Pierson     
    Corporation (land     
    holding and man-     
    agement services     
    provider) (since     
    2004)     
 
 
Stefan L. Geiringer    1934  Trustee since  President of SLG  39  None 
  1/1/06  Energy LLC     
    (since 2010);     
    Co-Founder     
    and Senior Vice     
    President of Real     
    Time Energy     
    Solutions, Inc.     
    (energy consult-     
    ing) (since     
    2005); President     
    of SLG Energy,     
    Inc. (since 2005);     
    Founder/Owner     
    and President of     
    North Atlantic     
    Utilities, Inc.     
    (since 1987)     

 

204 

 


  Position(s)       
  Held with  Principal     
  Funds and  Occupation(s)     
  Length of  During Past     
  Service  5 Years     
  (Including  and Other  Number of  Other 
  with  Directorships  Portfolios in  Trusteeships/ 
Name, Year of Birth  Predecessor  held by  Fund Complex  Directorships 
and Address**  Funds)  Trustee            Overseen  Held 
 
  DISINTERESTED TRUSTEES (continued)   
 
Robert M. Grohol    1932  Trustee since  None/Retired  39  None 
  6/30/00 and       
  Chairman since       
  1/1/10       
 
 
Arthur M. Scutro, Jr.    1941  Trustee since  None/Retired  39  None 
  1/1/06       
 
 
Mark R. Ward    1952  Trustee since  Self-employed,  39  None 
  1/1/10  consultant     
    (since 2008);     
    Senior Partner,     
    Ernst & Young,     
    LLP, Leader,     
    Mid-Atlantic     
    Asset Manage-     
    ment Practice     
    (2003–2007)     

 

205 

 


FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
Trustees and Officers* (continued)

  Position(s)       
  Held with  Principal     
  Funds and  Occupation(s)     
  Length of  During Past     
  Service  5 Years     
  (Including  and Other  Number of  Other 
  with  Directorships  Portfolios in  Trusteeships/ 
Name, Year of Birth  Predecessor  held by  Fund Complex  Directorships 
and Address**  Funds)  Trustee            Overseen  Held 
 
  INTERESTED TRUSTEES***   
 
Kathryn S. Head 1955  Trustee since  Chairman, Presi-  39  None 
c/o First Investors  3/17/94 and  dent and Director     
Management Company, Inc.  President since  of First Investors     
Raritan Plaza I  2001  Consolidated     
Edison, NJ 08837    Corporation, First     
    Investors Manage-     
    ment Company,     
    Inc., Administra-     
    tive Data Manage-     
    ment Corp.,     
    N.A.K. Realty     
    Corporation, Real     
    Property Develop-     
    ment Corporation     
    and Route 33 Re-     
    alty Corporation;     
    and Chairman and     
    Director of First     
    Investors Corpora-     
    tion, First Inves-     
    tors Federal Sav-     
    ings Bank, First     
    Investors Life     
    Insurance Com-     
    pany and First     
    Investors Credit     
    Corporation.**     

 

*  Each Trustee serves for an indefinite term with the Funds, until his/her successor is elected. 
***  Ms. Head is an interested trustee because (a) she indirectly owns more than 5% of the voting stock of 
the adviser and principal underwriter of the Funds, (b) she is an officer, director and employee of the 
adviser and principal underwriter of the Funds, and (c) she is an officer of the Funds. 

 

206 

 


  Position(s)       
  Held with  Principal     
  Funds and  Occupation(s)     
  Length of  During Past     
  Service  5 Years     
  (Including  and Other  Number of  Other 
  with  Directorships  Portfolios in  Trusteeships/ 
Name, Year of Birth  Predecessor  held by  Fund Complex  Directorships 
and Address**  Funds)  Trustee            Overseen  Held 
 
  OFFICER (S) WHO ARE NOT TRUSTEES   
 
Joseph I. Benedek 1957  Treasurer  Treasurer of  39  None 
c/o First Investors  since 1988  First Investors     
Management Company, Inc.    Management     
Raritan Plaza I    Company, Inc.     
Edison, NJ 08837         
 
 
Larry R. Lavoie**** 1947  Chief  General Counsel  39  None 
  Compliance  of First Investors     
  Officer, 8/20/04  Corporation and     
  to 6/2/08 and  its affiliates;     
  since 6/19/08  Director of     
    First Investors     
    Consolidated     
    Corporation     
    and various     
    affiliates     

 

**  The address of each Trustee and officer listed above is c/o First Investors Legal Department, 110 Wall 
Street, New York, NY 10005 unless specified otherwise. 
****  Mr. Lavoie served as Chief Compliance Officer through November 21, 2010. Mr. Marc S. Milgram 
was appointed the Chief Compliance Officer effective November 22, 2010. 

 

207 

 


FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

Shareholder Information   
_______________________________________  
Investment Adviser  Underwriter 
First Investors Management  First Investors Corporation 
Company, Inc.  110 Wall Street 
110 Wall Street  New York, NY 10005 
New York, NY 10005   
 
Subadviser  Custodian 
(Fund For Income)  (Income Funds) 
Muzinich & Co., Inc.  The Bank of New York Mellon 
450 Park Avenue  One Wall Street 
New York, NY 10022  New York, NY 10286 
 
Subadviser   
(Global Fund)  Custodian 
Wellington Management Company, LLP  (Equity Funds) 
75 State Street  Brown Brothers Harriman & Co. 
Boston, MA 02109  40 Water Street 
  Boston, MA 02109 
Subadviser   
(Select Growth Fund)  Transfer Agent 
Smith Asset Management Group, L.P.  Administrative Data Management Corp. 
100 Crescent Court  Raritan Plaza I – 8th Floor 
Dallas, TX 75201  Edison, NJ 08837-3620 
 
Subadviser   
(Special Situations Fund)  Independent Registered Public 
Paradigm Capital Management, Inc.  Accounting Firm 
Nine Elk Street  Tait, Weller & Baker LLP 
Albany, NY 12207  1818 Market Street 
  Philadelphia, PA 19103 
Subadviser   
(International Fund)  Legal Counsel 
Vontobel Asset Management, Inc.  K&L Gates LLP 
1540 Broadway  1601 K Street, N.W. 
New York, NY 10036  Washington, DC 20006 

 

208 

 


A description of the policies and procedures that the Funds use to vote proxies relating to a portfolio’s securities is available, without charge, upon request by calling toll free 1-800-423-4026 or can be viewed online or downloaded from the EDGAR database on the Securities and Exchange Commission’s (“SEC”) internet website at http://www.sec.gov. In addition, information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available, without charge, upon request in writing or by calling 1-800-423-4026 and on the SEC’s internet website at http://www.sec.gov.

The Funds file their complete schedule of portfolio holdings with the SEC on Form N-Q, for the first and third quarters of each fiscal year. The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov; and may also be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The schedule of portfolio holdings is available, without charge, upon request in writing or by calling 1-800-423-4026.

209 

 


NOTES

 

 

 

 

 

 

 

 

 

 

210 

 


NOTES

 

 

 

 

 

 

 

 

 

 

211 

 


NOTES

 

 

 

 

 

 

 

 

 

 

212 

 


NOTES

 

 

 

 

 

 

 

 

 

 

213 

 


NOTES

 

 

 

 

 

 

 

 

 

 

214 

 


NOTES

 

 

 

 

 

 

 

 

 

 

215 

 


NOTES

 

 

 

 

 

 

 

 

 

 

216 

 





Item 2. Code of Ethics

As of September 30, 2010, the Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer and principal financial officer.

For the year ended September 30, 2010, there were no waivers granted from a provision of the code of ethics.

A copy of the Registrant's code of ethics is filed under Item 12(a)(1).

Item 3. Audit Committee Financial Expert

During the reporting period the Registrant's Board determined that it had at least one "audit committee financial expert" serving on its audit committee. Arthur M. Scutro, Jr. was the "audit committee financial expert" during the period and was considered to be "independent" as defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

 
  Fiscal Year Ended 
  September 30, 
  ----------------- 
  2010  2009 
  ----  ---- 
(a) Audit Fees         
First Investors Equity Funds  $ 258,200  $258,200 
 
 
(b) Audit-Related Fees         
First Investors Equity Funds  $        0   $        0  
 
 
(c) Tax Fees         
First Investors Equity Funds  $ 40,500  $ 38,250 
 
Nature of fees: tax returns preparation and tax compliance 
 
(d) All Other Fees         
First Investors Equity Funds  $        0   $        0  

 

(e)(1) Audit committee's pre-approval policies


The Charter of the Audit Committee requires the Audit Committee (a) to pre-approve, and to recommend to the full Board, the selection, retention or termination of the independent auditors to provide audit, review or attest services to the First Investors Funds (“Funds”) and, in connection therewith, evaluate the independence of the auditors and to obtain the auditors’ specific representations as to their independence; (b) to pre-approve all non-audit services to be provided to the Funds by the independent auditor; and (c) to pre-approve all non-audit services to be provided by the Funds’ independent auditor to the Funds’ investment adviser or to any entity that controls, is controlled by or is under common control with the Funds’ investment adviser and that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds. The Audit Committee has not adopted pre-approval policies or procedures to permit the services in (b) and (c) above to be pre-approved by other means.

(e)(2) None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Registrant and Related Entities disclosed above were approved by the audit committee pursuant to paragraph(c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit review or attest services, if certain conditions are satisfied).

(f) Not Applicable

(g) Aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant and the Registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the two fiscal years ended September 30, 2010 and 2009 were $77,900 and $82,100 respectively.

(h) Not Applicable

Item 5. Audit Committee of Listed Registrants

Not applicable

Item 6. Schedule of Investments

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies & Procedures for Closed-End Management Investment Companies

Not applicable

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable


Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers

Not applicable

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedure by which shareholders may recommend nominees to the Registrant's Board of Trustees.

Item 11. Controls and Procedures

(a) The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of the filing date of this report.

(b) There were no changes in the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits

(a)(1) Code of Ethics - Filed herewith

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Filed herewith

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

First Investors Equity Funds 
 
By  /S/ KATHRYN S. HEAD 
  Kathryn S. Head 
  President and Principal Executive Officer 
 
Date:  December 9, 2010 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

First Investors Equity Funds

By  /S/ KATHRYN S. HEAD 
  Kathryn S. Head 
  President and Principal Executive Officer 
 
By  /S/ JOSEPH I. BENEDEK 
  Joseph I. Benedek 
  Treasurer and Principal Financial Officer 
 
Date:  December 9, 2010 

 

 EX-99.17C 7 exhibit99-17c.htm SEMI-ANNUAL REPORT TO SHAREHOLDERS a_a_equityshareholder.htm
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549 
-------- 
 
FORM N-CSR 
-------- 
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT 
INVESTMENT COMPANIES 
 
INVESTMENT COMPANY ACT FILE NUMBER 811-6618 
 
FIRST INVESTORS EQUITY FUNDS 
(Exact name of registrant as specified in charter) 
 
110 Wall Street 
New York, NY 10005 
(Address of principal executive offices) (Zip code) 
 
Joseph I. Benedek 
First Investors Management Company, Inc. 
Raritan Plaza I 
Edison, NJ 08837-3620 
(Name and address of agent for service) 
 
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 
1-212-858-8000 
 
DATE OF FISCAL YEAR END: SEPTEMBER 30, 2011 
 
DATE OF REPORTING PERIOD: MARCH 31, 2011 

 


Item 1.  Reports to Stockholders 
 
  The semi-annual report to stockholders follows 

 




FOREWORD

 

This report is for the information of the shareholders of the Funds. It is the policy of each Fund described in this report to mail only one copy of a Fund’s prospectus, annual report, semi-annual report and proxy statements to all shareholders who reside at the same address and share the same last name and have invested in a Fund covered by the same document. You are deemed to consent to this policy unless you specifically revoke this policy and request that separate copies of such documents be mailed to you. In such case, you will begin to receive your own copies within 30 days after our receipt of the revocation. You may request that separate copies of these disclosure documents be mailed to you by writing to us at: Administrative Data Management Corp., Raritan Plaza I, Edison, NJ 08837-3620 or calling us at 1-800-423-4026. The Funds will ensure that separate reports are sent to any shareholder who subsequently changes his or her mailing address.

The views expressed in the Market Overview reflect those views of the Director of Equities and Director of Fixed Income of First Investors Management Company, Inc. through the end of the period covered. Any such views are subject to change at any time based upon market or other conditions and we disclaim any responsibility to update such views. These views may not be relied on as investment advice.

You may obtain a free prospectus for any of the Funds by contacting your representative, calling 1-800-423-4026, writing to us at the following address: First Investors Corporation, 110 Wall Street, New York, NY 10005, or by visiting our website at www.firstinvestors.com. You should consider the investment objectives, risks, charges and expenses of a Fund carefully before investing. The prospectus contains this and other information about the Fund, and should be read carefully before investing.

An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the Cash Management Fund seeks to preserve a net asset value at $1.00 per share, it is possible to lose money by investing in it, just as it is possible to lose money by investing in any of the other Funds. Past performance is no guarantee of future results.

A Statement of Additional Information (“SAI”) for any of the Funds may also be obtained, without charge, upon request by calling 1-800-423-4026, writing to us at our address or by visiting our website listed above. The SAI contains more detailed information about the Funds, including information about their Trustees.


Market Overview
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

Dear Investor:

During the six-month reporting period ending March 31, 2011, investors generally embraced risk as the economy continued to recover from the recent downturn. This helped to provide higher stock market returns but hurt most segments of the bond market.

The U.S. economy grew at a rate of 3.1% in the fourth quarter of 2010 and continued to expand, although at the more disappointing rate of 1.8% in the first quarter of 2011. Job growth also continued, with nonfarm employment increasing by over 125,000 a month during the review period. The unemployment rate dropped to 8.8% in March 2011—still high, but at the lowest level since March 2009. Although the economy continued to move in the right direction and add private sector jobs, wage growth did not keep up with inflation.

While the employment picture continued to get better, the real estate market remained in the doldrums during the reporting period. Despite low mortgage rates, existing home sales fell 6.3% year-over-year in March and the median home price was down 5.3% from the previous year.

Bond Markets

The reporting period was one of generally poor returns for the bond market. The Bank of America Merrill Lynch U.S. Broad Market Index returned –0.9%. The riskiest sector, high yield bonds, produced strong equity-like returns of 7.1%. However, investment grade corporate bonds fell 0.6%, U.S. Treasury bonds declined by 2.8% and municipal bonds lost 4.2%.

Benchmark Treasury yields moved higher during the six-month period. The yield on two-year U.S. Treasury notes ended the period at 0.83%, nearly double the 0.43% at which they began. The yield on ten-year notes rose nearly one percentage point, to 3.47% from 2.51%. The move to higher interest rates was caused by an improved economic outlook and concerns about an increase in the rate of inflation, and was the most significant contributor to the bond market’s generally low returns.

Equity Markets

The equity markets continued to provide investors with strong returns during the reporting period. In the United States, the S&P 500 Index, commonly cited as a proxy for stock market performance, returned 17.3% on a “total return” basis. Mid-cap stocks, as measured by the S&P MidCap 400 Index, rose 23.3% and small-cap stocks, as measured by the Russell 2000 Index, returned 24.8% for the six-month period.

1

 


Market Overview (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

Around the world, markets generally rose during the reporting period. The MSCI EAFE Index, which measures performance in developed markets, excluding the United States, was up 9.1% in U.S. dollars. Given the concerns about the potential need to bail out countries such as Portugal in the coming months, political and social unrest in North Africa and the Middle East and the aftermath of the devastation caused by the earthquake in Japan, international markets are likely to be highly influenced by headline events in the coming months.

A Look Ahead

While the economy has improved, there are still likely to be some bumps in the road. The Federal Reserve’s (the “Fed’s”) $600 billion bond buying program (known as quantitative easing) will be coming to a conclusion at the end of June. Investors are starting to think about how markets will look without the unprecedented support that the Fed has provided over the past few years. Tighter fiscal policy to reduce the U.S. budget deficit and higher energy prices are also potential headwinds for the economy. Corporate earnings and cash flow, however, continue to be better than expected. This is fueling a rise in capital spending and business expansion, as well as a continuation of mergers & acquisitions activity, share repurchases and increased dividends, all of which provide tangible support for the markets.

Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs.


2

 


This Market Overview is not part of the Funds’ financial report and is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors in the Funds, unless preceded or accompanied by an effective prospectus. The Market Overview reflects conditions through the end of the period as stated on the cover. Market conditions are subject to change. This Market Overview may not be relied upon as investment advice or as an indication of current or future trading intent on behalf of any Fund.

There are a variety of risks associated with investing in mutual funds. For stock funds, the risks include market risk (the risk that the entire stock market will decline because of an event such as a deterioration in the economy or a rise in interest rates), as well as special risks associated with investing in certain types of stock funds, such as small-cap, global and international funds. For bond funds, the risks include interest rate risk and credit risk. Interest rate risk is the risk that bonds will decrease in value as interest rates rise. As a general matter, longer-term bonds fluctuate more than shorter-term bonds in reaction to changes in interest rates. Credit risk is the risk that bonds will decline in value as the result of a decline in the credit rating of the bonds or the economy as a whole, or that the issuer will be unable to pay interest and/or principal when due. You should consult your prospectus for a precise explanation of the risks associated with your Fund.

3

 


Understanding Your Fund’s Expenses (unaudited)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

As a mutual fund shareholder, you incur two types of costs: (1) transaction costs, including a sales charge (load) on purchase payments (on Class A shares only) and a contingent deferred sales charge on redemptions (on Class B shares only); and (2) ongoing costs, including advisory fees; distribution and service fees (12b-1); and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 in each Fund at the beginning of the period, October 1, 2010, and held for the entire six-month period ended March 31, 2011. The calculations assume that no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

Actual Expenses Example:

These amounts help you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To estimate the expenses you paid on your account during this period, simply divide your ending account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period”.

Hypothetical Expenses Example:

These amounts provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for Class A and Class B shares, and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight and help you compare your ongoing costs only and do not reflect any transaction costs, such as front-end or contingent deferred sales charges (loads). Therefore, the hypothetical expenses example is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

4

 


Fund Expenses (unaudited)
CASH MANAGEMENT FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,000.00 $1.10
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,023.83 $1.11
Expense Example – Class B Shares      
Actual $1,000.00 $1,000.00 $1.10
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,023.83 $1.11

 

* Expenses are equal to the annualized expense ratio of .22% for Class A shares and .22% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period). Expenses paid during the period are net of expenses waived
or assumed.

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total value of investments.

 

5

 


Portfolio of Investments
CASH MANAGEMENT FUND
March 31, 2011

 
Principal   Interest    
Amount   Security     Rate * Value
  U.S. GOVERNMENT AGENCY      
  OBLIGATIONS—41.7%      
  Fannie Mae:      
$ 4,000M 6/8/11 0.14 % $     3,998,942
2,230M 6/16/11 0.15   2,229,294
2,000M 7/20/11 0.14   1,999,144
  Federal Home Loan Bank:      
4,600M 4/20/11 0.13   4,599,684
2,100M 4/21/11 0.16   2,099,813
7,000M 4/29/11 0.13   6,999,319
4,200M 5/25/11 0.11   4,199,339
5,700M 6/24/11 0.18   5,697,672
  Freddie Mac:      
4,650M 4/21/11 0.18   4,649,535
5,000M 5/11/11 0.15   4,999,167
1,330M 5/17/11 0.17   1,329,711
1,000M 5/18/11 0.15   999,804
4,500M 6/2/11 0.11   4,499,147
4,500M 6/20/11 0.13   4,498,700
1,500M 6/21/11 0.18   1,499,392
2,788M   6/27/11     0.18   2,786,821
Total Value of U.S. Government Agency Obligations (cost $57,085,484)   57,085,484
  CORPORATE NOTES—31.0%      
  Abbott Laboratories:      
1,500M 4/18/11 (a) 0.18   1,499,873
1,500M 5/15/11 0.69   1,508,897
3,000M 5/31/11 (a) 0.17   2,999,150
3,100M Archer-Daniels-Midland Co., 5/13/11 (a) 0.21   3,099,240
1,600M Becton, Dickinson & Co., 4/6/11 0.17   1,599,962
5,000M Campbell Soup Co., 4/18/11 (a) 0.17   4,999,599
5,500M Coca-Cola Co., 7/13/11 (a) 0.25   5,496,064
5,000M Johnson & Johnson, 8/10/11 (a) 0.20   4,996,361
5,000M Novartis Securities Investment, Ltd., 6/13/11 (a) 0.25   4,997,515
  PepsiCo, Inc.:      
3,000M 4/6/11 (a) 0.17   2,999,929
2,600M 6/6/11 (a) 0.17   2,599,190
2,700M Procter & Gamble Co., 5/23/11 (a) 0.19   2,699,259
3,000M   Wal-Mart Stores, Inc., 4/26/11 (a)     0.16   2,999,667
Total Value of Corporate Notes (cost $42,494,706)          42,494,706

 

6

 


 
Principal     Interest  
Amount   Security     Rate * Value
 
  VARIABLE AND FLOATING RATE NOTES—21.6%  
$ 5,000M Federal Farm Credit Bank, 9/20/11   0.18 % $    5,000,000
3,500M Freddie Mac 11/19/11   0.12 3,498,704
750M General Electric Capital Corp., 4/28/11   0.39 750,022
5,700M Mississippi Business Finance Corp.      
  (Chevron USA, Inc.), 12/1/30   0.19 5,700,000
3,925M Monongallia Health Systems, 7/1/40 (LOC: JP Morgan) 0.36 3,925,000
2,000M Toyota Motor Credit Corp., 1/12/12   0.34 2,000,000
2,830M University of Oklahoma Hospital Rev. Series “B”,    
  8/15/21 (LOC: Bank of America)   0.27 2,830,000
5,835M Valdez, Alaska Marine Terminal Rev. (Exxon Pipeline    
    Co., Project B), 12/1/33     0.18   5,835,000
Total Value of Variable and Floating Rate Notes (cost $29,538,726)        29,538,726
  SHORT-TERM U.S. GOVERNMENT      
  OBLIGATIONS—3.6%      
5,000M   U.S. Treasury Bills, 4/7/11 (cost $4,999,879)     0.15   4,999,879
Total Value of Investments (cost $134,118,795)** 97.9 %   134,118,795
Other Assets, Less Liabilities 2.1        2,906,917
Net Assets     100.0 %      $137,025,712

 

* The interest rates shown are the effective rates at the time of purchase by the Fund. The interest
rates shown on floating rate notes are adjusted periodically; the rates shown are the rates in effect
at March 31, 2011.
 
** Aggregate cost for federal income tax purposes is the same.
 
(a) Security exempt from registration under Section 4(2) of the Securities Act of 1933 (see Note 4).

 

Summary of Abbreviations:
LOC Letters of Credit

 

7

 


Portfolio of Investments (continued))
CASH MANAGEMENT FUND
March 31, 2011

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
U.S. Government Agency            
Obligations $ — $ 57,085,484 $ — $ 57,085,484
Corporate Notes   — 42,494,706   — 42,494,706
Variable and Floating Rate Notes:            
Corporate Notes   — 12,375,022   — 12,375,022
Municipal Bonds   — 8,665,000   — 8,665,000
U.S. Government Agency            
Obligations   — 8,498,704   — 8,498,704
Short-Term U.S. Government            
Obligations   —   4,999,879   —   4,999,879
Total Investments in Securities $ — $ 134,118,795 $ — $ 134,118,795

 

There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

8 See notes to financial statements

 


Fund Expenses (unaudited)
GOVERNMENT FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,011.81 $5.67
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,019.30 $5.69
Expense Example – Class B Shares      
Actual $1,000.00 $1,008.47 $9.16
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.81 $9.20

 

* Expenses are equal to the annualized expense ratio of 1.13% for Class A shares and 1.83% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total value of investments.

 

9

 


Portfolio of Investments
GOVERNMENT FUND
March 31, 2011

 
Principal      
Amount   Security         Value
  RESIDENTIAL MORTGAGE-BACKED  
  SECURITIES—100.0%    
  Fannie Mae—9.7%    
$ 9,547M 5%, 8/1/2039 – 12/1/2039   $  10,020,596
21,222M   5.5%, 7/1/2033 – 10/1/2039         22,866,464
              32,887,060
  Government National Mortgage Association I  
  Program—90.3%    
73,639M 4.5%, 7/15/2033 – 3/15/2041   76,175,154
95,558M 5%, 4/15/2033 – 6/15/2040   101,849,761
57,401M 5.5%, 3/15/2033 – 10/15/2039 (a)   62,747,576
42,318M 6%, 3/15/2031 – 5/15/2040   47,096,641
11,530M 6.5%, 10/15/2028 – 3/15/2038   13,156,608
3,505M   7%, 1/15/2030 – 4/15/2034         4,085,311
              305,111,051
Total Value of Residential Mortgage-Backed Securities (cost $327,115,440)       337,998,111
  SHORT-TERM INVESTMENTS—.1%    
  Money Market Fund    
325M   First Investors Cash Reserve Fund, .16% (cost $325,000) (b)       325,000
Total Value of Investments (cost $327,440,440) 100.1 % 338,323,111
Excess of Liabilities Over Other Assets (.1 )     (465,078)
Net Assets     100.0 %     $337,858,033

 

(a) A portion or all of the security purchased on a when-issued or delayed delivery basis (see
Note 1G).
   
(b) Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

10

 


Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Residential Mortgage-Backed            
Securities $ — $ 337,998,111 $ — $ 337,998,111
Money Market Fund   325,000   —   —   325,000
Total Investments in Securities $ 325,000 $ 337,998,111 $ — $ 338,323,111

 

There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

See notes to financial statements 11

 


Fund Expenses (unaudited)
INVESTMENT GRADE FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $991.12 $5.51
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,019.40 $5.59
Expense Example – Class B Shares      
Actual $1,000.00 $987.87 $8.97
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.90 $9.10

 

* Expenses are equal to the annualized expense ratio of 1.11% for Class A shares and 1.81% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total value of investments.

 

12

 


Portfolio of Investments
INVESTMENT GRADE FUND
March 31, 2011

  
Principal      
Amount   Security   Value
  CORPORATE BONDS—92.7%    
  Aerospace/Defense—.4%    
$ 1,800M   BAE Systems Holdings, Inc., 4.95%, 2014 (a)   $    1,914,332
  Agriculture—.7%    
2,725M   Cargill, Inc., 6%, 2017 (a)   3,057,518
  Automotive—1.1%    
4,000M   Daimler Chrysler NA, LLC, 6.5%, 2013   4,469,808
  Chemicals—1.8%    
3,000M Chevron Phillips Chemicals Co., LLC, 8.25%, 2019 (a)   3,587,247
4,000M   Dow Chemical Co., 4.25%, 2020   3,834,984
        7,422,231
  Consumer Durables—1.6%    
2,100M Black & Decker Corp., 5.75%, 2016   2,316,205
1,600M Newell Rubbermaid, Inc., 6.75%, 2012   1,684,848
3,000M   Stanley Black & Decker, 5.2%, 2040   2,863,092
        6,864,145
  Energy—12.0%    
3,900M Canadian Oil Sands, Ltd., 7.75%, 2019 (a)   4,573,850
4,800M DCP Midstream, LLC, 9.75%, 2019 (a)   6,195,797
1,800M Energy Transfer Partners, LP, 8.5%, 2014   2,104,742
3,756M Maritime & Northeast Pipeline, LLC, 7.5%, 2014 (a)   4,065,065
4,000M Nabors Industries, Inc., 6.15%, 2018   4,385,568
5,000M Petrobras International Finance, Co., 5.375%, 2021   5,040,090
4,100M Reliance Holdings USA, Inc., 4.5%, 2020 (a)   3,870,002
5,800M Spectra Energy Capital, LLC, 6.2%, 2018   6,463,126
4,400M Suncor Energy, Inc., 6.85%, 2039   4,981,416
2,700M Valero Energy Corp., 9.375%, 2019   3,456,481
  Weatherford International, Inc.:    
4,000M 6.35%, 2017   4,426,416
1,000M   5.125%, 2020   994,795
        50,557,348
  Financial Services—11.6%    
2,250M Aflac, Inc., 8.5%, 2019   2,724,095
6,000M American Express Co., 7%, 2018   7,022,214
5,040M Amvescap, PLC, 5.375%, 2013   5,359,838
4,000M   BlackRock, Inc., 5%, 2019   4,203,596

 

13

 


Portfolio of Investments (continued)
INVESTMENT GRADE FUND
March 31, 2011

  
Principal      
Amount   Security   Value
  Financial Services (continued)    
$ 3,260M CoBank, ACB, 7.875%, 2018 (a) $    3,685,564
1,800M Compass Bank, 6.4%, 2017   1,896,111
2,950M ERAC USA Finance Co., 6.375%, 2017 (a)   3,311,655
  General Electric Capital Corp.:    
4,000M 5.625%, 2017   4,346,392
2,700M 5.5%, 2020   2,861,625
  Harley-Davidson Funding Corp.:    
1,800M 5.75%, 2014 (a)   1,930,333
2,100M 6.8%, 2018 (a)   2,308,698
4,000M Protective Life Corp., 7.375%, 2019   4,457,816
4,600M   Prudential Financial Corp., 4.75%, 2015   4,902,731
        49,010,668
  Financials—16.0%    
1,900M Bank of America Corp., 5.65%, 2018   1,988,546
2,700M Barclays Bank, PLC, 5.125%, 2020   2,751,546
1,500M Bear Stearns Cos., Inc., 7.25%, 2018   1,750,105
  Citigroup, Inc.:    
5,200M 6.375%, 2014   5,752,651
4,400M 6.125%, 2017   4,801,056
  Goldman Sachs Group, Inc.:    
5,000M 6.15%, 2018   5,428,625
1,600M 6.45%, 2036   1,569,544
2,750M 6.75%, 2037   2,782,293
6,000M JPMorgan Chase & Co., 6%, 2018   6,588,132
7,600M Merrill Lynch & Co., Inc., 5%, 2015   8,047,359
  Morgan Stanley:    
5,800M 5.95%, 2017   6,238,671
5,000M 6.625%, 2018   5,503,330
5,000M SunTrust Banks, Inc., 6%, 2017   5,511,785
2,200M UBS AG, 5.875%, 2017   2,405,658
  Wells Fargo & Co.:    
4,000M 5.625%, 2017   4,374,996
1,800M   4.6%, 2021   1,783,559
        67,277,856
  Food/Beverage/Tobacco—8.4%    
4,000M Altria Group, Inc., 9.7%, 2018   5,267,976
5,000M Anheuser-Busch InBev Worldwide, Inc., 5.375%, 2020   5,375,950
2,700M Bottling Group, LLC, 5.125%, 2019   2,962,389
1,980M   Bunge Limited Finance Corp., 5.35%, 2014   2,100,081

 

14

 


 
Principal      
Amount   Security   Value
  Food/Beverage/Tobacco (continued)    
$ 5,000M Corn Products International, Inc., 4.625%, 2020 $    4,923,790
4,000M Dr. Pepper Snapple Group, Inc., 6.82%, 2018   4,750,952
5,000M Lorillard Tobacco Co., 6.875%, 2020   5,416,925
4,000M   Philip Morris International, Inc., 5.65%, 2018   4,459,396
        35,257,459
  Forest Products/Container—.7%    
2,200M   International Paper Co., 9.375%, 2019   2,835,998
  Health Care—2.2%    
4,000M Biogen IDEC, Inc., 6.875%, 2018   4,537,656
2,400M Novartis, 5.125%, 2019   2,602,217
900M Quest Diagnostics, Inc., 4.7%, 2021   892,548
1,000M   Roche Holdings, Inc., 6%, 2019 (a)   1,135,283
        9,167,704
  Information Technology—6.3%    
3,000M Cisco Systems, Inc., 3.15%, 2017   2,989,116
1,700M Computer Sciences Corp., 6.5%, 2018   1,849,819
3,000M Dell, Inc., 5.875%, 2019   3,296,043
3,208M Dun & Bradstreet Corp., 6%, 2013   3,461,118
4,000M Harris Corp., 4.4%, 2020   3,991,908
5,000M Motorola, Inc., 6%, 2017   5,479,545
  Pitney Bowes, Inc.:    
900M 5%, 2015   957,381
4,000M   5.75%, 2017   4,302,648
        26,327,578
  Manufacturing—2.6%    
2,700M General Electric Co., 5.25%, 2017   2,944,458
2,100M Ingersoll-Rand Global Holdings Co., 6.875%, 2018   2,441,691
3,200M Johnson Controls, Inc., 5%, 2020   3,366,704
1,825M   Tyco Electronics Group SA, 6.55%, 2017   2,091,346
        10,844,199

 

15

 


Portfolio of Investments (continued)
INVESTMENT GRADE FUND
March 31, 2011

  
Principal      
Amount   Security   Value
  Media-Broadcasting—5.0%    
$ 3,950M British Sky Broadcasting Group, PLC, 9.5%, 2018 (a) $    5,216,891
4,000M Comcast Corp., 5.15%, 2020   4,171,276
3,100M Cox Communications, Inc., 8.375%, 2039 (a)   3,947,230
4,000M DirecTV Holdings, LLC, 7.625%, 2016   4,414,700
3,000M   Time Warner Cable, Inc., 6.75%, 2018   3,413,022
        21,163,119
  Media-Diversified—2.1%    
  McGraw-Hill Cos., Inc.:    
1,800M 5.9%, 2017   1,969,952
2,300M 6.55%, 2037   2,408,698
4,000M   News America, Inc., 5.3%, 2014   4,417,204
        8,795,854
  Metals/Mining—5.2%    
4,000M Alcoa, Inc., 6.15%, 2020   4,234,436
  ArcelorMittal:    
5,000M 6.125%, 2018   5,303,950
900M 5.5%, 2021   888,539
3,800M Newmont Mining Corp., 5.125%, 2019   4,083,898
2,595M Rio Tinto Finance USA, Ltd., 6.5%, 2018   2,992,266
4,000M   Vale Overseas, Ltd., 5.625%, 2019   4,208,876
        21,711,965
  Real Estate Investment Trusts—4.3%    
4,000M Boston Properties, LP, 5.875%, 2019   4,350,700
5,000M HCP, Inc., 5.375%, 2021   5,058,985
4,000M ProLogis, 6.625%, 2018   4,338,860
4,000M   Simon Property Group, LP, 5.75%, 2015   4,453,312
        18,201,857
  Retail-General Merchandise—.9%    
4,000M   Home Depot, Inc., 5.875%, 2036   3,989,072
  Telecommunications—1.9%    
4,000M Deutsche Telekom Intl. Finance BV, 5.875%, 2013   4,390,956
3,300M   GTE Corp., 6.84%, 2018   3,819,080
        8,210,036

 

16

 


 
Principal      
Amount   Security         Value
  Transportation—1.9%    
$ 3,000M Con-way, Inc., 7.25%, 2018   $ 3,260,562
4,000M   GATX Corp., 8.75%, 2014         4,621,104
              7,881,666
  Utilities—5.0%    
3,000M E. ON International Finance BV, 5.8%, 2018 (a) 3,341,490
1,900M Electricite de France SA, 6.5%, 2019 (a)   2,181,538
4,000M Exelon Generation Co., LLC, 6.2%, 2017   4,436,848
  Great River Energy Co.:    
714M 5.829%, 2017 (a)   780,210
3,700M 4.478%, 2030 (a)   3,516,110
3,000M Ohio Power Co., 5.375%, 2021   3,197,130
2,561M   Sempra Energy, 9.8%, 2019         3,405,124
              20,858,450
  Waste Management—1.0%    
4,000M   Allied Waste NA, Inc., 7.125%, 2016         4,179,452
Total Value of Corporate Bonds (cost $365,332,653)         389,998,315
  RESIDENTIAL MORTGAGE-BACKED  
  SECURITIES—5.3%    
  Fannie Mae    
21,127M   5%, 12/1/2039 – 10/1/2040 (cost $22,091,519)       22,197,286
  SHORT-TERM INVESTMENTS—.5%    
  Money Market Fund    
2,250M   First Investors Cash Reserve Fund, .16% (cost $2,250,000) (b)       2,250,000
Total Value of Investments (cost $389,674,172) 98.5 % 414,445,601
Other Assets, Less Liabilities 1.5       6,456,805
Net Assets     100.0 %     $420,902,406

 

(a) Security exempt from registration under Rule 144A of Securities Act of 1933 (see Note 4).
 
(b) Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

17

 


Portfolio of Investments (continued)
INVESTMENT GRADE FUND
March 31, 2011

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Corporate Bonds $ — $ 389,998,315 $ — $ 389,998,315
Residential Mortgage-Backed            
Securities   — 22,197,286   — 22,197,286
Money Market Fund.   2,250,000   —   —   2,250,000
Total Investments in Securities* $ 2,250,000 $ 412,195,601 $ — $ 414,445,601

 

* The Portfolio of Investments provides information on the industry categorization for corporate bonds.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

18 See notes to financial statements

 


Fund Expenses (unaudited)
FUND FOR INCOME

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,059.82 $6.52
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.60 $6.39
Expense Example – Class B Shares      
Actual $1,000.00 $1,056.58 $10.10
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.11 $9.90

 

* Expenses are equal to the annualized expense ratio of 1.27% for Class A shares and 1.97% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total value of investments.

 

19

 


Portfolio of Investments
FUND FOR INCOME
March 31, 2011

 
Principal      
Amount   Security   Value
  CORPORATE BONDS—97.0%    
  Automotive—4.4%    
$ 3,300M Cooper Tire & Rubber Co., 8%, 2019 $    3,489,750
2,825M Cooper-Standard Automotive, Inc., 8.5%, 2018   3,051,000
2,475M Exide Technologies, 8.625%, 2018 (a)   2,654,437
2,525M Ford Motor Co., 6.625%, 2028   2,463,206
  Goodyear Tire & Rubber Co.:    
2,500M 10.5%, 2016   2,812,500
1,575M 8.25%, 2020   1,693,125
3,500M Hertz Corp., 6.75%, 2019 (a)   3,486,875
1,750M Navistar International Corp., 8.25%, 2021   1,949,063
2,100M   Oshkosh Corp., 8.5%, 2020   2,365,125
        23,965,081
  Building Materials—3.1%    
2,575M Associated Materials, LLC, 9.125%, 2017 (a)   2,761,687
  Building Materials Corp.:    
1,475M 6.875%, 2018 (a)   1,515,562
4,175M 7.5%, 2020 (a)   4,362,875
1,300M Griffon Corp., 7.125%, 2018 (a)   1,329,250
2,500M Interface, Inc., 7.625%, 2018 (a)   2,612,500
3,700M   Texas Industries, Inc., 9.25%, 2020   4,014,500
        16,596,374
  Capital Goods—.6%    
2,650M   Belden CDT, Inc., 9.25%, 2019   2,951,437
  Chemicals—3.6%    
2,950M Ferro Corp., 7.875%, 2018   3,141,750
3,125M Lyondell Chemical Co., 11%, 2018   3,523,438
2,575M Polymer Group, Inc., 7.75%, 2019 (a)   2,668,344
1,600M PolyOne Corp., 7.375%, 2020   1,688,000
2,725M Rhodia SA, 6.875%, 2020 (a)   2,789,719
  Solutia, Inc.:    
3,925M 8.75%, 2017   4,337,125
1,275M   7.875%, 2020   1,389,750
        19,538,126

 

20

 


  
Principal      
Amount   Security   Value
  Consumer Durables—.9%    
  Sealy Mattress Co.:    
$ 3,500M 8.25%, 2014 $    3,552,500
1,167M   10.875%, 2016 (a)   1,327,463
        4,879,963
  Consumer Non-Durables—2.3%    
2,575M Acco Brands Corp., 10.625%, 2015   2,916,187
2,855M Armored Autogroup, Inc., 9.25%, 2018 (a)   2,919,237
3,200M Easton-Bell Sports, Inc., 9.75%, 2016   3,616,000
3,025M   Phillips Van-Heusen Corp., 7.375%, 2020   3,214,063
        12,665,487
  Energy—14.1%    
625M Anadarko Petroleum Corp., 6.375%, 2017   688,851
  Basic Energy Services, Inc.:    
450M 7.125%, 2016   459,000
1,500M 7.75%, 2019 (a)   1,548,750
  Berry Petroleum Co.:    
2,600M 10.25%, 2014   3,029,000
2,925M 8.25%, 2016   3,107,812
2,625M Chaparral Energy, Inc., 8.25%, 2021 (a)   2,710,312
1,850M Chesapeake Energy Corp., 7.25%, 2018   2,076,625
  Concho Resources, Inc.:    
2,300M 8.625%, 2017   2,553,000
625M 7%, 2021   659,375
  Consol Energy, Inc.:    
1,875M 8%, 2017   2,062,500
4,425M 8.25%, 2020   4,928,344
625M Continental Resources, 7.125%, 2021   667,187
  Copano Energy, LLC:    
550M 7.75%, 2018   577,500
1,025M 7.125%, 2021 (b)   1,040,375
4,750M Crosstex Energy, LP, 8.875%, 2018   5,201,250
1,375M Denbury Resources, Inc., 8.25%, 2020   1,543,437
1,600M Dresser-Rand Group, Inc., 6.5%, 2021 (a)   1,658,000
750M Encore Acquisition Co., 9.5%, 2016   849,375
3,975M Expro Finance Luxembourg SCA, 8.5%, 2016 (a)   3,955,125
  Ferrellgas Partners, LP:    
3,450M 9.125%, 2017   3,864,000
1,663M 8.625%, 2020   1,812,670
2,325M   Forest Oil Corp., 7.25%, 2019   2,441,250

 

21

 


Portfolio of Investments (continued)
FUND FOR INCOME
March 31, 2011

 
Principal      
Amount   Security   Value
  Energy (continued)    
$ 3,375M Genesis Energy, LP, 7.875%, 2018 (a) $    3,417,188
1,900M Helix Energy Solutions Group, Inc., 9.5%, 2016 (a)   2,014,000
  Hilcorp Energy I, LP:    
175M 7.75%, 2015 (a)   182,000
3,100M 9%, 2016 (a)   3,262,750
3,875M 8%, 2020 (a)   4,146,250
  Inergy, LP:    
2,475M 7%, 2018 (a)   2,586,375
975M 6.875%, 2021 (a)   1,017,656
2,450M Murray Energy Corp., 10.25%, 2015 (a)   2,646,000
1,025M Penn Virginia Corp., 10.375%, 2016   1,163,375
  Quicksilver Resources, Inc.:    
1,075M 8.25%, 2015   1,131,438
2,100M 11.75%, 2016   2,457,000
2,075M 9.125%, 2019   2,269,531
1,975M Sandridge Energy, Inc., 7.5%, 2021 (a)   2,051,531
600M   SM Energy Co., 6.625%, 2019 (a)   617,250
        76,396,082
  Financials—4.9%    
  Ally Financial, Inc.:    
3,125M 6.25%, 2017 (a)   3,187,500
5,025M 8%, 2020   5,483,531
  Ford Motor Credit Co., LLC:    
2,950M 8.7%, 2014   3,351,271
2,900M 6.625%, 2017   3,099,050
  International Lease Finance Corp.:    
4,600M 8.625%, 2015 (a)   5,071,500
1,900M 8.75%, 2017 (a)   2,142,250
775M 8.25%, 2020   850,563
3,125M   Pinafore, LLC, 9%, 2018 (a)   3,406,250
        26,591,915
  Food/Beverage/Tobacco—1.5%    
1,500M Blue Merger Sub, Inc. (Del Monte Foods Co.), 7.625%, 2019 (a)   1,528,125
  CF Industries, Inc.:    
2,525M 6.875%, 2018   2,840,625
1,975M 7.125%, 2020   2,246,563
1,650M   JBS Finance II, Ltd., 8.25%, 2018 (a)   1,703,625
        8,318,938

 

22

 


 
Principal      
Amount   Security   Value
 
  Food/Drug—1.9%    
$ 4,200M McJunkin Red Man Corp., 9.5%, 2016 (a) $    4,273,500
3,600M NBTY, Inc., 9%, 2018 (a)   3,924,000
1,775M   Tops Holding Corp./Tops Markets, LLC, 10.125%, 2015   1,917,000
 
        10,114,500
 
  Forest Products/Containers—1.8%    
375M Clearwater Paper Corp., 7.125%, 2018 (a)   394,687
1,400M JSG Funding, PLC (Smurfit Kappa Funding, PLC), 7.75%, 2015   1,438,500
2,675M Mercer International, Inc., 9.5%, 2017 (a)   2,942,500
3,050M Reynolds Group Escrow, LLC, 7.75%, 2016 (a)   3,240,625
1,725M   Reynolds Group Issuer, Inc., 9%, 2019 (a)   1,794,000
 
        9,810,312
 
  Gaming/Leisure—2.5%    
2,550M Ameristar Casinos, Inc., 7.5%, 2021 (a)(b)   2,556,375
2,300M MCE Finance, Ltd., 10.25%, 2018   2,676,625
1,950M MGM Resorts International, 9%, 2020   2,147,438
675M NCL Corp., Ltd., 11.75%, 2016   783,000
2,425M Wynn Las Vegas, LLC, 7.75%, 2020   2,582,625
2,326M   Yonkers Racing Corp., 11.375%, 2016 (a)   2,599,305
 
        13,345,368
 
  Health Care—4.8%    
4,125M Aviv Healthcare Properties, LP, 7.75%, 2019 (a)(b)   4,320,937
1,250M Capella Healthcare, 9.25%, 2017 (a)   1,337,500
5,100M Community Health Systems, Inc., 8.875%, 2015   5,393,250
2,475M ConvaTec Healthcare, 10.5%, 2018 (a)   2,611,125
  DaVita, Inc.:    
1,425M 6.375%, 2018   1,442,812
725M 6.625%, 2020   737,687
4,400M Genesis Health Ventures, Inc., 9.75%, 2011 (c)(d)   2,750
  Healthsouth Corp.:    
2,275M 7.25%, 2018   2,363,156
1,175M 7.75%, 2022   1,227,875
500M Select Medical Corp., 7.625%, 2015   511,250
  Valeant Pharmaceuticals International:    
1,175M 6.5%, 2016 (a)   1,166,188
2,450M 6.75%, 2017 (a)   2,425,500
100M   7.25%, 2022 (a)   97,250

 

23

 


Portfolio of Investments (continued)
FUND FOR INCOME
March 31, 2011

 
Principal    
Amount   Security Value
  Health Care (continued)  
  Vanguard Health Holding Company II, LLC:  
$ 550M 8%, 2018 $    565,813
725M 8%, 2018 (a) 744,031
1,075M   7.75%, 2019 (a) 1,093,813
      26,040,937
  Information Technology—2.9%  
  Brocade Communications Systems, Inc.:  
750M 6.625%, 2018 797,812
850M 6.875%, 2020 922,250
4,075M Equinix, Inc., 8.125%, 2018 4,431,562
  Fidelity National Information Services, Inc.:  
1,200M 7.625%, 2017 1,306,500
450M 7.875%, 2020 493,875
  Jabil Circuit, Inc.:  
350M 7.75%, 2016 399,000
3,825M 8.25%, 2018 4,360,500
2,100M MEMC Electronic Materials, Inc., 7.75%, 2019 (a) 2,160,375
900M   Seagate HDD Cayman, 7.75%, 2018 (a) 936,000
      15,807,874
  Manufacturing—3.3%  
2,400M Amsted Industries, 8.125%, 2018 (a) 2,571,000
3,850M Case New Holland, Inc., 7.875%, 2017 (a) 4,297,562
1,675M Coleman Cable, Inc., 9%, 2018 1,771,312
4,000M Manitowoc Co., Inc., 8.5%, 2020 4,310,000
2,325M Park-Ohio Industries, Inc., 8.125%, 2021 (a)(b) 2,354,063
2,350M   Terex Corp., 10.875%, 2016 2,743,625
      18,047,562
  Media-Broadcasting—3.9%  
2,800M Allbritton Communication Co., 8%, 2018 2,968,000
  Belo Corp.:  
4,000M 7.25%, 2027 3,570,000
725M 7.75%, 2027 663,375
2,475M   Nexstar/Mission Broadcasting, Inc., 8.875%, 2017 2,691,563

 

24

 


 
Principal      
Amount   Security   Value
  Media-Broadcasting (continued)    
  Sinclair Television Group:    
$ 4,000M 9.25%, 2017 (a) $   4,480,000
1,000M 8.375%, 2018 (a)   1,062,500
5,250M   XM Satellite Radio, Inc., 7.625%, 2018 (a)   5,565,000
        21,000,438
  Media-Cable TV—7.6%    
6,250M Atlantic Broadband Finance, LLC, 9.375%, 2014   6,375,000
3,025M Cablevision Systems Corp., 8.625%, 2017   3,380,437
  CCO Holdings, LLC:    
350M 7%, 2019 (a)   359,625
1,800M 7%, 2019   1,854,000
2,475M Cequel Communications Holdings I, Inc., 8.625%, 2017 (a)   2,592,562
  Clear Channel Worldwide:    
2,500M 9.25%, 2017 Series “A”   2,743,750
4,925M 9.25%, 2017 Series “B”   5,423,656
1,625M Dish DBS Corp., 7.875%, 2019   1,767,187
1,525M Echostar DBS Corp., 7.125%, 2016   1,635,562
2,250M Insight Communications Co., Inc., 9.375%, 2018 (a)   2,508,750
825M Kabel BW Erste Beteiligungs GmbH, 7.5%, 2019 (a)   849,750
2,625M Ono Finance II, PLC, 10.875%, 2029 (a)   2,821,875
2,775M Quebecor Media, Inc. 7.75%, 2016   2,892,938
4,850M UPC Germany GmbH, 8.125%, 2017 (a)   5,128,875
800M   Virgin Media Finance, PLC, 9.5%, 2016   914,000
        41,247,967
  Media-Diversified—1.3%    
3,400M Entravision Communications Corp., 8.75%, 2017   3,638,000
2,000M Lamar Media Corp., 7.875%, 2018   2,155,000
1,000M   NAI Entertainment Holdings, LLC, 8.25%, 2017 (a)   1,075,000
        6,868,000
  Metals/Mining—4.7%    
4,700M AK Steel Corp., 7.625%, 2020   4,817,500
825M Aleris International, Inc,, 7.625%, 2018 (a)   831,187
  APERAM:    
325M 7.375%, 2016 (a)   332,312
350M   7.75%, 2018 (a)   358,750

 

25

 


Portfolio of Investments (continued)
FUND FOR INCOME
March 31, 2011

 
Principal      
Amount   Security   Value
  Metals/Mining (continued)    
  FMG Resources (August 2006) Property, Ltd.:    
$ 1,475M 7%, 2015 (a) $    1,537,687
1,250M 6.375%, 2016 (a)   1,265,625
1,550M 6.875%, 2018 (a)   1,623,625
2,525M JMC Steel Group, 8.25%, 2018 (a)   2,594,438
2,750M Metals USA, Inc., 11.125%, 2015   2,939,063
5,025M Novelis, Inc., 8.375%, 2017 (a)   5,464,688
1,175M United States Steel Corp., 7.375%, 2020   1,236,688
2,425M   Vedanta Resources, PLC, 9.5%, 2018 (a)   2,667,500
        25,669,063
  Real Estate Investment Trusts—2.3%    
1,375M Brandywine Operating Partnership, LP, 5.7%, 2017   1,426,083
  CB Richard Ellis Service:    
2,925M 11.625%, 2017   3,466,125
875M 6.625%, 2020   905,625
  Developers Diversified Realty Corp.:    
675M 9.625%, 2016   823,148
875M 7.875%, 2020   1,005,022
2,675M Dupont Fabros Technology, LP, 8.5%, 2017   2,959,219
1,000M HRPT Properties Trust, 6.25%, 2017   1,070,423
575M   Omega Heathcare Investors, Inc., 6.75%, 2022 (a)   590,094
        12,245,739
  Retail-General Merchandise—6.7%    
1,175M Burlington Coat Factory Warehouse Corp., 10%, 2019 (a)   1,145,625
3,825M DineEquity, Inc., 9.5%, 2018 (a)   4,169,250
2,100M HSN, Inc., 11.25%, 2016   2,388,750
2,050M J.C. Penney Corp., Inc., 7.95%, 2017   2,301,125
  Limited Brands, Inc.:    
1,325M 8.5%, 2019   1,527,063
900M 6.625%, 2021   924,750
2,875M Macys Retail Holdings, Inc., 7.45%, 2017   3,263,125
2,325M Needle Merger Sub Corp., 8.125%, 2019 (a)   2,359,875
2,005M QVC, Inc., 7.5%, 2019 (a)   2,115,275
3,675M Sears Holding Corp., 6.625%, 2018 (a)   3,583,125
4,900M Toys R Us Property Co. I, Inc., 10.75%, 2017   5,586,000
1,400M Toys R Us Property Co. II, Inc., 8.5%, 2017   1,512,000
3,025M Yankee Acquisition Corp., 8.5%, 2015   3,153,563
2,250M   YCC Holdings, LLC/Yankee Finance, Inc., 10.25%, 2016 (a)   2,278,125
        36,307,651

 

26

 


Principal      
Amount   Security   Value
  Services—1.4%    
  FTI Consulting, Inc.:    
$ 1,325M 7.75%, 2016 $    1,391,250
850M 6.75%, 2020 (a)   864,875
2,500M PHH Corp., 9.25%, 2016   2,731,250
2,375M   Reliance Intermediate Holdings, LP, 9.5%, 2019 (a)   2,618,438
        7,605,813
  Telecommunications—8.7%    
1,600M Buccaneer Merger Sub. (Syniverse Holdings, Inc), Inc.,    
  9.125%, 2019 (a)   1,704,000
  Citizens Communications Co.:    
5,500M 7.125%, 2019   5,610,000
775M 9%, 2031   796,312
  Frontier Communications Corp.:    
1,875M 8.125%, 2018   2,027,344
1,250M 8.5%, 2020   1,360,937
2,125M GCI, Inc., 8.625%, 2019   2,342,813
5,575M Inmarsat Finance, PLC, 7.375%, 2017 (a)   5,909,500
  Intelsat Jackson Holdings, Ltd.:    
1,125M 7.25%, 2019 (a)(b)   1,132,031
1,175M 7.5%, 2021 (a)(b)   1,183,813
4,850M Nextel Communications, Inc., 7.375%, 2015   4,892,438
  Qwest Communications International, Inc.:    
3,500M 7.5%, 2014   3,574,375
1,625M 8%, 2015   1,801,719
  Sprint Capital Corp.:    
400M 6.9%, 2019   415,000
3,325M 6.875%, 2028   3,083,938
5,125M Wind Acquisition Finance SA, 11.75%, 2017 (a)   5,919,375
  Windstream Corp.:    
3,100M 8.625%, 2016   3,301,500
1,125M 7.875%, 2017   1,212,188
1,025M   7.75%, 2020   1,058,313
        47,325,596
  Transportation—3.4%    
4,200M Aguila 3 SA, 7.875%, 2018 (a)   4,305,000
2,475M Aircastle, Ltd., 9.75%, 2018   2,753,437
4,575M   CHC Helicopter SA, 9.25%, 2020 (a)   4,735,125

 

27

 


Portfolio of Investments (continued)
FUND FOR INCOME
March 31, 2011

 
Principal      
Amount      
or Shares   Security         Value
 
  Transportation (continued)    
  Navios Maritime Holdings:    
$ 1,050M 8.875%, 2017   $    1,143,188
2,700M 8.125%, 2019 (a)   2,733,750
2,700M   Swift Services Holdings, Inc., 10%, 2018 (a)         2,943,000
              18,613,500
  Utilities—4.4%    
875M AES Corp., 9.75%, 2016   1,008,437
2,600M Calpine Construction Finance Co., LP, 8%, 2016 (a) 2,847,000
2,775M Calpine Corp., 7.5%, 2021 (a)   2,886,000
3,750M Energy Future Holdings Corp., 10%, 2020   3,992,531
1,600M Indiantown Cogeneration Utilities, LP, 9.77%, 2020 1,718,766
2,750M Intergen NV, 9%, 2017 (a)   2,976,875
  NRG Energy, Inc.:    
4,625M 7.375%, 2017   4,833,125
1,375M 8.5%, 2019   1,454,063
1,935M   NSG Holdings, LLC, 7.75%, 2025 (a)         1,905,975
              23,622,772
Total Value of Corporate Bonds (cost $497,613,042)         525,576,495
  COMMON STOCKS—.0%    
  Automotive—.0%    
37,387 * Safelite Glass Corporation – Class “B” (c)   4,767
2,523 * Safelite Realty Corporation (c)         25
              4,792
  Telecommunications—.0%    
8 * Viatel Holding (Bermuda), Ltd. (c)   —
18,224 * World Access, Inc.         15
              15
Total Value of Common Stocks (cost $385,770)         4,807
  SHORT-TERM INVESTMENTS—2.9%  
  Money Market Fund    
$15,700M   First Investors Cash Reserve Fund, .16% (cost $15,700,000) (e)       15,700,000
Total Value of Investments (cost $513,698,812) 99.9 % 541,281,302
Other Assets, Less Liabilities .1       316,682
Net Assets     100.0 %     $541,597,984

 

28

 


* Non-income producing
 
(a) Security exempt from registration under Rule 144A of Securities Act of 1933 (see Note 4).
 
(b) A portion or all of the security purchased on a when-issued or delayed delivery basis (see
Note 1G).
 
(c) Securities valued at fair value (see Note 1A).
 
(d) In default as to principal and/or interest payment
 
(e) Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Corporate Bonds $ — $ 525,573,745 $ 2,750 $ 525,576,495
Common Stocks   15 —   4,792 4,807
Money Market Fund   15,700,000   —   —   15,700,000
Total Investments in Securities* $ 15,700,015 $ 525,573,745 $ 7,542 $ 541,281,302

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

29

 


Portfolio of Investments (continued)
FUND FOR INCOME
March 31, 2011

The following is a reconciliation of Fund investments valued using Level 3 inputs for the period:

    Investments   Investments        
    in Corporate   in Common   Investments    
    Bonds   Stocks   in Warrants   Total
Balance, September 30, 2010. $ 6,329 $ 7,315 $ — $ 13,644
Net purchases (sales)*   (5,549,285 )   —   5,534,961   (14,324 )
Change in unrealized                
appreciation (depreciation)*   5,545,706   (2,523 )   —   5,543,183
Realized loss*   —   —   (5,534,961 )   (5,534,961 )
Transfer in and/or out                
of Level 3   —   —   —   —
Balance, March 31, 2011 $ 2,750 $ 4,792 $ 0 $ 7,542

 

* Includes conversion of corporate bonds to warrants which were subsequently sold.

 

The following is a summary of Level 3 inputs by industry:

Automotive $ 4,792
Health Care   2,750
  $ 7,542

 

30 See notes to financial statements

 


Fund Expenses (unaudited)
TOTAL RETURN FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,106.98 $7.04
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.25 $6.74
Expense Example – Class B Shares      
Actual $1,000.00 $1,103.44 $10.70
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.76 $10.25

 

* Expenses are equal to the annualized expense ratio of 1.34% for Class A shares and 2.04% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period).

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

31

 


Portfolio of Investments
TOTAL RETURN FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—59.7%    
  Consumer Discretionary—9.6%    
80,900 American Greetings Corporation – Class “A” $   1,909,240
34,300 Best Buy Company, Inc.   985,096
31,800 * BorgWarner, Inc.   2,534,142
145,200 Brown Shoe Company, Inc.   1,774,344
118,600 CBS Corporation – Class “B”   2,969,744
24,800 CEC Entertainment, Inc.   935,704
23,500 Coach, Inc.   1,222,940
60,300 * GameStop Corporation – Class “A”   1,357,956
133,400 H&R Block, Inc.   2,233,116
54,600 Home Depot, Inc.   2,023,476
53,400 Limited Brands, Inc.   1,755,792
86,900 Lincoln Educational Services Corporation   1,380,841
28,600 McDonald’s Corporation   2,176,174
144,000 * Morgans Hotel Group Company   1,411,200
95,300 Newell Rubbermaid, Inc.   1,823,089
8,300 NIKE, Inc. – Class “B”   628,310
27,000 Oxford Industries, Inc.   923,130
211,300 * Pier 1 Imports, Inc.   2,144,695
99,800 * Ruby Tuesday, Inc.   1,308,378
45,400 * Steiner Leisure, Ltd.   2,100,204
218,600 Stewart Enterprises, Inc – Class “A”   1,670,104
37,400 * TRW Automotive Holdings Corporation   2,059,992
28,600 Tupperware Brands Corporation   1,707,706
69,160   Wyndham Worldwide Corporation   2,199,980
         41,235,353
  Consumer Staples—6.2%    
146,200 Altria Group, Inc.   3,805,586
61,200 Avon Products, Inc.   1,654,848
41,900 Coca-Cola Company   2,780,065
73,100 CVS Caremark Corporation   2,508,792
25,700 McCormick & Company, Inc.   1,229,231
79,600 Nu Skin Enterprises, Inc. – Class “A”   2,288,500
25,400 PepsiCo, Inc.   1,636,014
75,500 Philip Morris International, Inc.   4,955,065
30,400 Procter & Gamble Company   1,872,640
47,200 Walgreen Company   1,894,608
42,200   Wal-Mart Stores, Inc.   2,196,510
        26,821,859

 

32

 


 
Shares   Security   Value
  Energy—6.2%    
34,900 Anadarko Petroleum Corporation $    2,859,008
15,200 Chevron Corporation   1,632,936
37,500 ConocoPhillips   2,994,750
44,000 Ensco, PLC (ADR)   2,544,960
45,627 ExxonMobil Corporation   3,838,599
1,897 Hugoton Royalty Trust   45,111
60,086 Marathon Oil Corporation   3,203,185
71,600 Noble Corporation   3,266,392
19,500 Sasol, Ltd. (ADR)   1,130,025
80,800 Suncor Energy, Inc.   3,623,072
18,270 * Transocean, Ltd.   1,424,146
        26,562,184
  Financials—6.8%    
41,100 American Express Company   1,857,720
40,500 Ameriprise Financial, Inc.   2,473,740
75,600 Brookline Bancorp, Inc.   796,068
20,992 Capital One Financial Corporation   1,090,744
42,950 Discover Financial Services   1,035,954
93,500 Financial Select Sector SPDR Fund (ETF)   1,534,335
100,500 FirstMerit Corporation   1,714,530
13,400 IBERIABANK Corporation   805,742
42,000 Invesco, Ltd.   1,073,520
58,400 JPMorgan Chase & Company   2,692,240
23,300 M&T Bank Corporation   2,061,351
56,200 Morgan Stanley   1,535,384
154,300 New York Community Bancorp, Inc.   2,663,218
81,000 NewAlliance Bancshares, Inc.   1,202,040
62,300 SPDR KBW Regional Banking (ETF)   1,657,180
122,572 * Sunstone Hotel Investors, Inc. (REIT)   1,249,009
34,500 U.S. Bancorp   911,835
80,300 Urstadt Biddle Properties – Class “A” (REIT)   1,527,306
37,000   Wells Fargo & Company   1,172,900
        29,054,816
  Health Care—5.1%    
52,500 Abbott Laboratories   2,575,125
15,000 * Amgen, Inc.   801,750
18,700 Baxter International, Inc.   1,005,499
40,700 * Gilead Sciences, Inc.   1,727,308
45,200   Hill-Rom Holdings, Inc.   1,716,696

 

33

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
March 31, 2011

 
Shares   Security   Value
  Health Care (continued)    
56,200 Johnson & Johnson $    3,329,850
26,800 Medtronic, Inc.   1,054,580
40,700 Merck & Company, Inc.   1,343,507
168,580 Pfizer, Inc.   3,423,860
40,700 Sanofi-Aventis (ADR)   1,433,454
21,400 St. Jude Medical, Inc.   1,096,964
42,300 * Thermo Fisher Scientific, Inc.   2,349,765
        21,858,358
  Industrials—10.6%    
37,300 3M Company   3,487,550
51,804 * Altra Holdings, Inc.   1,223,610
39,900 Armstrong World Industries, Inc.   1,846,173
25,300 Caterpillar, Inc.   2,817,155
59,300 Chicago Bridge & Iron Company NV – NY Shares   2,411,138
27,600 * Esterline Technologies Corporation   1,951,872
41,300 * Generac Holdings, Inc.   837,977
41,400 General Electric Company   830,070
46,400 Honeywell International, Inc.   2,770,544
3,400 * Huntington Ingalls Industries, Inc.   141,100
45,100 IDEX Corporation   1,968,615
18,700 Lockheed Martin Corporation   1,503,480
58,900 * Mobile Mini, Inc.   1,414,778
20,400 Northrop Grumman Corporation   1,279,284
20,400 Parker Hannifin Corporation   1,931,472
61,647 * PGT, Inc.   144,870
31,300 * Pinnacle Airlines Corporation   179,975
25,500 Raytheon Company   1,297,185
26,210 Republic Services, Inc.   787,348
42,500 Snap-on, Inc.   2,552,550
146,100 TAL International Group, Inc.   5,299,047
62,900 Textainer Group Holdings, Ltd.   2,337,364
81,575 Tyco International, Ltd.   3,652,113
33,800   United Technologies Corporation   2,861,170
        45,526,440
  Information Technology—10.6%    
68,800 Avago Technologies, Ltd.   2,139,680
208,500 * Brocade Communications Systems, Inc.   1,282,275
22,400 * CACI International, Inc. – Class “A”   1,373,568
102,900   Cisco Systems, Inc.   1,764,735

 

34

 


 
Shares   Security   Value
  Information Technology (continued)    
124,300 * EMC Corporation $    3,300,165
60,600 Hewlett-Packard Company   2,482,782
61,200 Intel Corporation   1,234,404
36,800 International Business Machines Corporation   6,000,976
80,400 Intersil Corporation – Class “A”   1,000,980
151,100 Microsoft Corporation   3,831,896
126,100 National Semiconductor Corporation   1,808,274
65,450 * NCI, Inc. – Class “A”   1,595,016
118,300 * NCR Corporation   2,228,772
83,100 * Parametric Technology Corporation   1,868,919
70,400 QUALCOMM, Inc.   3,860,032
43,075 * SRA International, Inc. – Class “A”   1,221,607
113,700 * Symantec Corporation   2,107,998
68,300 TE Connectivity, Ltd.   2,378,206
33,600 * Varian Semiconductor Equipment Associates, Inc.   1,635,312
126,576   Western Union Company   2,628,984
        45,744,581
  Materials—3.2%    
60,700 Buckeye Technologies, Inc.   1,652,861
45,900 Celanese Corporation – Series “A”   2,036,583
53,500 Freeport-McMoRan Copper & Gold, Inc.   2,971,925
18,500 Olin Corporation   424,020
13,500 Praxair, Inc.   1,371,600
83,300 RPM International, Inc.   1,976,709
21,800 Schweitzer-Mauduit International, Inc.   1,103,298
92,550   Temple-Inland, Inc.   2,165,670
        13,702,666
  Telecommunication Services—1.3%    
78,900 AT&T, Inc.   2,414,340
77,700   Verizon Communications, Inc.   2,994,558
        5,408,898
  Utilities—.1%    
16,100   Atmos Energy Corporation   549,010
Total Value of Common Stocks (cost $191,094,542)   256,464,165

 

35

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
March 31, 2011

 
Principal      
Amount   Security   Value
  CORPORATE BONDS—23.3%    
  Aerospace/Defense—.5%    
$ 1,000M BAE Systems Holdings, Inc., 4.95%, 2014 (a) $    1,063,518
1,000M   United Technologies Corp., 6.125%, 2019   1,168,379
        2,231,897
  Agriculture—.3%    
1,000M   Cargill, Inc., 6%, 2017 (a)   1,122,025
  Automotive—.3%    
1,000M   Daimler Chrysler NA, LLC, 6.5%, 2013   1,117,452
  Chemicals—.5%    
1,000M Chevron Phillips Chemicals Co., LLC, 8.25%, 2019 (a)   1,195,749
1,000M   Dow Chemical Co., 4.25%, 2020   958,746
        2,154,495
  Consumer Durables—.4%    
1,000M Black & Decker Corp., 8.95%, 2014   1,183,140
700M   Newell Rubbermaid, Inc., 6.75%, 2012   737,121
        1,920,261
  Energy—2.7%    
500M Canadian Oil Sands, Ltd., 7.75%, 2019 (a)   586,391
1,000M ConocoPhillips, 5.75%, 2019   1,133,659
1,000M DCP Midstream, LLC, 9.75%, 2019 (a)   1,290,791
500M Energy Transfer Partners, LP, 8.5%, 2014   584,650
939M Maritime & Northeast Pipeline, LLC, 7.5%, 2014 (a)   1,016,266
1,000M Nabors Industries, Inc., 5.375%, 2012   1,046,087
1,000M Petrobras International Finance Co., 5.375%, 2021   1,008,018
1,000M Reliance Holdings USA, Inc., 4.5%, 2020 (a)   943,903
500M Spectra Energy Capital, LLC, 6.2%, 2018   557,166
1,000M Suncor Energy, Inc., 6.1%, 2018   1,130,889
1,000M Valero Energy Corp., 9.375%, 2019   1,280,178
1,000M   Weatherford International, Inc., 5.125%, 2020   994,795
        11,572,793
  Financial Services—2.6%    
1,000M Aflac, Inc., 8.5%, 2019   1,210,709
1,000M American Express Co., 7%, 2018   1,170,369
1,000M   Ameriprise Financial, Inc., 5.3%, 2020   1,061,878

 

36

 


 
Principal      
Amount   Security   Value
  Financial Services (continued)    
$ 1,000M BlackRock, Inc., 5%, 2019 $    1,050,899
1,000M Caterpillar Financial Services Corp., 5.85%, 2017   1,141,755
1,000M CoBank, ACB, 7.875%, 2018 (a)   1,130,541
1,000M ERAC USA Finance Co., 6.375%, 2017 (a)   1,122,595
1,000M General Electric Capital Corp., 5.625%, 2017   1,086,598
1,000M Harley-Davidson Funding Corp., 5.75%, 2014 (a)   1,072,407
1,000M   Prudential Financial Corp., 4.75%, 2015   1,065,811
        11,113,562
  Financials—2.5%    
1,000M Barclays Bank, PLC, 5.125%, 2020   1,019,091
1,000M Citigroup, Inc., 6.375%, 2014   1,106,279
1,000M Goldman Sachs Group, Inc., 6.15%, 2018   1,085,725
1,000M JPMorgan Chase & Co., 6%, 2018   1,098,022
1,000M Merrill Lynch & Co., Inc., 5%, 2015   1,058,863
1,000M Morgan Stanley, 5.3%, 2013   1,063,351
1,000M Siemens Financieringsmaatschappij NV, 5.75%, 2016 (a)   1,128,039
1,000M SunTrust Banks, Inc., 6%, 2017   1,102,357
1,000M UBS AG, 5.875%, 2017   1,093,481
1,000M   Wells Fargo & Co., 5.625%, 2017   1,093,749
        10,848,957
  Food/Beverage/Tobacco—2.4%    
1,000M Altria Group, Inc., 9.7%, 2018   1,316,994
1,000M Anheuser-Busch InBev Worldwide, Inc., 6.875%, 2019   1,183,230
1,000M Bottling Group, LLC, 5.125%, 2019   1,097,181
1,000M Bunge Limited Finance Corp., 5.35%, 2014   1,060,647
1,000M ConAgra Foods, Inc., 5.875%, 2014   1,094,500
1,000M Corn Products International, Inc., 4.625%, 2020   984,758
1,000M Diageo Capital, PLC, 5.75%, 2017   1,122,483
1,000M Dr. Pepper Snapple Group, Inc., 6.82%, 2018   1,187,738
1,000M   Philip Morris International, Inc., 5.65%, 2018   1,114,849
        10,162,380
  Forest Products/Containers—.3%    
1,000M   International Paper Co., 9.375%, 2019   1,289,090

 

37

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
March 31, 2011

 
Principal      
Amount   Security   Value
  Health Care—.8%    
$ 1,000M Biogen IDEC, Inc., 6.875%, 2018 $    1,134,414
1,000M Novartis, 5.125%, 2019   1,084,257
1,000M   Roche Holdings, Inc., 6%, 2019 (a)   1,135,283
        3,353,954
  Information Technology—2.0%    
1,000M Cisco Systems, Inc., 3.15%, 2017   996,372
1,000M Computer Sciences Corp., 6.5%, 2018   1,088,129
1,000M Dell, Inc., 5.875%, 2019   1,098,681
1,000M Harris Corp., 4.4%, 2020   997,977
1,000M International Business Machines Corp., 8.375%, 2019   1,321,227
1,000M Motorola, Inc., 6%, 2017   1,095,909
1,000M Pitney Bowes, Inc., 5%, 2015   1,063,757
1,000M   Xerox Corp., 5.5%, 2012   1,046,395
        8,708,447
  Manufacturing—.8%    
1,000M Ingersoll-Rand Global Holdings Co., 6.875%, 2018   1,162,710
1,000M John Deere Capital Corp., 5.35%, 2018   1,102,891
1,000M   Johnson Controls, Inc., 5%, 2020   1,052,095
        3,317,696
  Media-Broadcasting—1.3%    
1,000M British Sky Broadcasting Group, PLC, 9.5%, 2018 (a)   1,320,732
1,000M Comcast Corp., 5.15%, 2020   1,042,819
  Cox Communications, Inc.:    
500M 5.5%, 2015   548,935
500M 8.375%, 2039 (a)   636,650
1,000M DirecTV Holdings, LLC, 7.625%, 2016   1,103,675
1,000M   Time Warner Cable, Inc., 6.2%, 2013   1,100,042
        5,752,853
  Media-Diversified—.4%    
1,000M McGraw-Hill Cos., Inc., 5.9%, 2017   1,094,418
500M   News America, Inc., 5.3%, 2014   552,151
        1,646,569

 

38

 


 
Principal      
Amount   Security   Value
  Metals/Mining—1.3%    
$ 1,000M Alcoa, Inc., 6.15%, 2020 $    1,058,609
1,000M ArcelorMittal, 6.125%, 2018   1,060,790
1,000M Newmont Mining Corp., 5.125%, 2019   1,074,710
1,000M Rio Tinto Finance USA, Ltd., 6.5%, 2018   1,153,089
1,000M   Vale Overseas, Ltd., 5.625%, 2019   1,052,219
        5,399,417
  Real Estate Investment Trusts—.8%    
1,000M Boston Properties, Inc., 5.875%, 2019   1,087,675
1,000M ProLogis, 6.625%, 2018   1,084,715
1,000M   Simon Property Group, LP, 5.75%, 2015   1,113,328
        3,285,718
  Retail-General Merchandise—.2%    
1,000M   Home Depot, Inc., 5.875%, 2036   997,268
  Telecommunications—.5%    
800M GTE Corp., 6.84%, 2018   925,838
1,000M   Verizon Communications, Inc., 8.75%, 2018   1,281,307
        2,207,145
  Transportation—.4%    
1,000M Con-way, Inc., 7.25%, 2018   1,086,854
750M   GATX Corp., 8.75%, 2014   866,457
        1,953,311
  Utilities—2.1%    
1,000M Atmos Energy Corp., 8.5%, 2019   1,251,060
1,000M Consolidated Edison Co. of New York, 7.125%, 2018   1,209,469
1,000M E. ON International Finance BV, 5.8%, 2018 (a)   1,113,830
1,000M Electricite de France SA, 6.5%, 2019 (a)   1,148,178
1,000M Exelon Generation Co., LLC, 6.2%, 2017   1,109,212
649M Great River Energy Co., 5.829%, 2017 (a)   709,282
1,000M Ohio Power Co., 5.375%, 2021   1,065,710
1,000M   Sempra Energy, 9.8%, 2019   1,329,607
        8,936,348

 

39

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
March 31, 2011

 
Principal      
Amount   Security   Value
  Waste Management—.2%    
$ 1,000M   Allied Waste NA, Inc., 7.125%, 2016   $    1,044,863
Total Value of Corporate Bonds (cost $94,794,387)   100,136,501
  RESIDENTIAL MORTGAGE-BACKED    
  SECURITIES—8.7%    
  Fannie Mae—5.4%    
993M 4%, 12/1/2040   978,647
3,443M 5%, 7/1/2039 – 4/1/2040   3,619,576
9,349M 5.5%, 5/1/2033 – 10/1/2039   10,063,590
5,180M 6%, 5/1/2036 – 8/1/2037   5,662,859
1,602M 6.5%, 11/1/2033 – 6/1/2036   1,803,739
1,030M   7%, 3/1/2032 – 8/1/2032   1,206,420
        23,334,831
  Freddie Mac—3.3%    
2,902M 4.5%, 9/1/2040 – 10/1/2040   2,958,459
8,849M 5.5%, 5/1/2038 – 1/1/2040   9,487,563
1,500M   6%, 9/1/2032 – 9/1/2037   1,641,429
        14,087,451
Total Value of Residential Mortgage-Backed Securities (cost $35,970,101)   37,422,282
  U.S. GOVERNMENT AGENCY    
  OBLIGATIONS—2.4%    
  Fannie Mae:    
2,000M 2.5%, 2014   2,066,066
2,000M 1.625%, 2015   1,948,216
1,000M 1%, 2026   999,588
  Federal Farm Credit Bank:    
2,000M 1.75%, 2013   2,032,146
1,000M 2.6%, 2016   999,894
  Tennessee Valley Authority:    
1,000M 4.375%, 2015   1,093,554
1,000M   4.5%, 2018   1,083,048
Total Value of U.S. Government Agency Obligations (cost $10,058,575)   10,222,512

 

40

 


 
Principal      
Amount   Security         Value
  U.S. GOVERNMENT FDIC    
  GUARANTEED DEBT—.5%    
  Financials    
$ 2,000M   Citigroup Funding, Inc., 1.875%, 2012 (cost $2,021,600)       $    2,038,612
  SHORT-TERM INVESTMENTS—5.0%  
  Money Market Fund    
21,650M First Investors Cash Reserve Fund, .16%    
    (cost $21,650,000) (b)         21,650,000
Total Value of Investments (cost $355,589,205) 99.6 % 427,934,072
Other Assets, Less Liabilities .4       1,956,270
Net Assets     100.0 %     $429,890,342

 

* Non-income producing
 
(a) Security exempt from registration under Rule 144A of Securities Act of 1933 (see Note 4).
 
(b) Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

41

 


Portfolio of Investments (continued)
TOTAL RETURN FUND
March 31, 2011

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 256,464,165 $ — $ — $ 256,464,165
Corporate Bonds —  100,136,501   — 100,136,501
Residential Mortgage-Backed            
Securities —   37,422,282   — 37,422,282
U.S. Government Agency            
Obligations —   10,222,512   — 10,222,512
U.S. Government FDIC            
Guaranteed Debt —   2,038,612   — 2,038,612
Money Market Fund   21,650,000   —   —   21,650,000
Total Investments in Securities* $ 278,114,165 $ 149,819,907 $ — $ 427,934,072

 

* The Portfolio of Investments provides information on the industry categorization for common stocks
and corporate bonds.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

42 See notes to financial statements

 


Fund Expenses (unaudited)
VALUE FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,143.84 $7.16
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.25 $6.74
Expense Example – Class B Shares      
Actual $1,000.00 $1,138.98 $10.88
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.76 $10.25

 

* Expenses are equal to the annualized expense ratio of 1.34% for Class A shares and 2.04% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period).

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

43

 


Portfolio of Investments
VALUE FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—96.5%    
  Consumer Discretionary—13.2%    
138,700 American Eagle Outfitters, Inc. $    2,203,943
85,900 American Greetings Corporation – Class “A”   2,027,240
96,800 Best Buy Company, Inc.   2,780,096
144,000 Brown Shoe Company, Inc.   1,759,680
52,100 Carnival Corporation   1,998,556
152,600 Chico’s FAS, Inc.   2,273,740
101,400 Comcast Corporation – Special Shares “A”   2,354,508
36,300 Fortune Brands Inc.   2,246,607
54,600 Genuine Parts Company   2,928,744
131,000 H&R Block, Inc.   2,192,940
64,300 Home Depot, Inc.   2,382,958
121,000 International Game Technology   1,963,830
78,700 J.C. Penney Company, Inc.   2,826,117
164,100 Lowe’s Companies, Inc.   4,337,163
88,100 Macy’s, Inc.   2,137,306
23,600 McDonald’s Corporation   1,795,724
78,600 Newell Rubbermaid, Inc.   1,503,618
35,900 Omnicom Group, Inc.   1,761,254
33,000 * Ruby Tuesday, Inc.   432,630
52,500 Stage Stores, Inc.   1,009,050
123,700 Staples, Inc.   2,402,254
64,633 Time Warner, Inc.   2,307,398
92,600   Walt Disney Company   3,990,134
        51,615,490
  Consumer Staples—16.5%    
60,400 Archer-Daniels-Midland Company   2,175,004
104,300 Avon Products, Inc.   2,820,272
27,700 Clorox Company   1,940,939
69,600 Coca-Cola Company   4,617,960
81,400 ConAgra Foods, Inc.   1,933,250
32,800 Costco Wholesale Corporation   2,404,896
86,700 CVS Caremark Corporation   2,975,544
54,500 Diageo, PLC (ADR)   4,153,990
39,300 H.J. Heinz Company   1,918,626
43,800 Hershey Company   2,380,530
72,600 Kimberly-Clark Corporation   4,738,602
169,700 Kraft Foods, Inc. – Class “A”   5,321,792
99,400 Kroger Company   2,382,618
83,413   PepsiCo, Inc.   5,372,631

 

44

 


 
Shares   Security   Value
  Consumer Staples (continued)    
75,700 Philip Morris International, Inc. $    4,968,191
26,600 Procter & Gamble Company   1,638,560
91,150 Safeway, Inc.   2,145,671
64,700 Snyders-Lance, Inc.   1,284,295
87,500 Walgreen Company   3,512,250
110,900   Wal-Mart Stores, Inc.   5,772,345
        64,457,966
  Energy—10.5%    
58,917 Chevron Corporation   6,329,453
69,200 ConocoPhillips   5,526,312
40,300 Devon Energy Corporation   3,698,331
31,300 Diamond Offshore Drilling, Inc.   2,432,010
54,500 ExxonMobil Corporation   4,585,085
27,700 Hess Corporation   2,360,317
105,600 Marathon Oil Corporation   5,629,536
62,700 Royal Dutch Shell, PLC – Class “A” (ADR)   4,568,322
42,000 SPDR S&P Oil & Gas Exploration & Production (ETF)   2,709,000
54,200   Tidewater, Inc.   3,243,870
        41,082,236
  Financials—13.7%    
38,300 ACE, Ltd.   2,478,010
60,400 Allstate Corporation   1,919,512
38,700 Ameriprise Financial, Inc.   2,363,796
75,600 Bank Mutual Corporation   319,788
130,887 Bank of America Corporation   1,744,724
97,728 Bank of New York Mellon Corporation   2,919,135
45,803 Capital One Financial Corporation   2,379,924
48,656 Chubb Corporation   2,983,099
46,747 Cincinnati Financial Corporation   1,533,302
47,700 Comerica, Inc.   1,751,544
40,200 EMC Insurance Group, Inc.   998,166
68,100 First Potomac Realty Trust (REIT)   1,072,575
122,000 FirstMerit Corporation   2,081,320
57,400 FXCM, Inc. – Class “A”   747,922
152,300 Hudson City Bancorp, Inc.   1,474,264
37,900 IBERIABANK Corporation   2,278,927
60,200 Invesco, Ltd.   1,538,712
216,600 Investors Real Estate Trust (REIT)   2,057,700
103,100   JPMorgan Chase & Company   4,752,910

 

45

 


Portfolio of Investments (continued)
VALUE FUND
March 31, 2011

  
Shares   Security   Value
  Financials (continued)    
70,300 Morgan Stanley $    1,920,596
136,100 NewAlliance Bancshares, Inc.   2,019,724
145,300 People’s United Financial, Inc.   1,827,874
31,900 PNC Financial Services Group, Inc.   2,009,381
59,800 Protective Life Corporation   1,587,690
58,900 Tower Group, Inc.   1,415,367
34,500 Unitrin, Inc.   1,065,360
103,000 Wells Fargo & Company   3,265,100
130,500   Westfield Financial, Inc.   1,182,330
        53,688,752
  Health Care—8.6%    
116,900 Abbott Laboratories   5,733,945
42,800 Baxter International, Inc.   2,301,356
23,500 Becton, Dickinson & Company   1,871,070
67,000 GlaxoSmithKline, PLC (ADR)   2,573,470
97,900 Johnson & Johnson   5,800,575
70,600 Medtronic, Inc.   2,778,110
81,211 Merck & Company. Inc.   2,680,775
69,000 Novartis AG (ADR)   3,750,150
205,900 Pfizer, Inc.   4,181,829
36,200   Quest Diagnostics, Inc.   2,089,464
        33,760,744
  Industrials—11.8%    
38,600 3M Company   3,609,100
33,600 Armstrong World Industries, Inc.   1,554,672
69,000 Avery Dennison Corporation   2,895,240
58,800 Con-way, Inc.   2,310,252
75,500 Curtiss-Wright Corporation   2,653,070
49,900 Dover Corporation   3,280,426
12,600 Dun & Bradstreet Corporation   1,011,024
55,400 Equifax, Inc.   2,152,290
46,100 General Dynamics Corporation   3,529,416
156,800 General Electric Company   3,143,840
53,900 Honeywell International, Inc.   3,218,369
57,900 Illinois Tool Works, Inc.   3,110,388
74,100 ITT Corporation   4,449,705
51,600 Pitney Bowes, Inc.   1,325,604
52,600   TAL International Group, Inc.   1,907,802

 

46

 


 
Shares   Security   Value
  Industrials (continued)    
41,300 Textainer Group Holdings, Ltd. $    1,534,708
36,075 Tyco International, Ltd.   1,615,078
40,400   United Parcel Service, Inc. – Class “B”   3,002,528
        46,303,512
  Information Technology—8.9%    
83,700 Automatic Data Processing, Inc.   4,294,647
20,900 AVX Corporation   311,619
73,365 Bel Fuse, Inc. – Class “B”   1,614,764
121,200 Cisco Systems, Inc.   2,078,580
56,900 * Electronic Arts, Inc.   1,111,257
108,900 Hewlett-Packard Company   4,461,633
90,000 Intel Corporation   1,815,300
154,700 Intersil Corporation – Class “A”   1,926,015
178,500 Microsoft Corporation   4,526,760
89,800 Molex, Inc.   2,255,776
151,500 National Semiconductor Corporation   2,172,510
132,300 Nokia Corporation – Class “A” (ADR)   1,125,873
23,600 QUALCOMM, Inc.   1,293,988
51,275 TE Connectivity, Ltd.   1,785,396
56,400 Texas Instruments, Inc.   1,949,184
100,600   Western Union Company   2,089,462
        34,812,764
  Materials—5.1%    
76,200 Alcoa, Inc.   1,344,930
87,800 Bemis Company, Inc.   2,880,718
22,600 Compass Minerals International, Inc.   2,113,778
109,100 Dow Chemical Company   4,118,525
72,700 DuPont (E.I.) de Nemours & Company   3,996,319
128,600 Glatfelter   1,712,952
77,800 H.B. Fuller Company   1,671,144
55,700   Sonoco Products Company   2,018,011
        19,856,377

 

47

 


Portfolio of Investments (continued)
VALUE FUND
March 31, 2011

 
Shares or      
Principal      
Amount   Security         Value
  Telecommunication Services—3.9%    
208,230 AT&T, Inc.   $    6,371,838
29,045 CenturyLink, Inc.   1,206,820
47,000 Telephone & Data Systems, Inc. – Special Shares 1,387,440
158,328   Verizon Communications, Inc.         6,101,961
              15,068,059
  Utilities—4.3%    
52,900 American Electric Power Company, Inc.   1,858,906
73,650 MDU Resources Group, Inc.   1,691,740
43,600 NextEra Energy, Inc.   2,403,232
130,300 NiSource, Inc.   2,499,154
33,700 ONEOK, Inc.   2,253,856
87,600 Portland General Electric Company   2,082,252
56,300 Southwest Gas Corporation   2,194,011
66,400   Vectren Corporation         1,806,080
              16,789,231
Total Value of Common Stocks (cost $314,108,849)         377,435,131
  PREFERRED STOCKS—.3%    
  Telecommunication Services    
49,500   AT&T, Inc., 6.375%, 2056 (cost $1,235,523)         1,319,670
  SHORT-TERM INVESTMENTS—3.6%  
  Money Market Fund    
$14,055M   First Investors Cash Reserve Fund, .16% (cost $14,055,000)**       14,055,000
Total Value of Investments (cost $329,399,372) 100.4 % 392,809,801
Excess of Liabilities over Other Assets (.4 )     (1,462,470)
Net Assets     100.0 %     $391,347,331

 

* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

48

 


Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 377,435,131 $ — $ — $ 377,435,131
Preferred Stocks 1,319,670   —   — 1,319,670
Money Market Fund   14,055,000   —   —   14,055,000
Total Investments in Securities* $ 392,809,801 $ — $ — $ 392,809,801

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

See notes to financial statements 49

 


Fund Expenses (unaudited)
BLUE CHIP FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,139.72 $7.58
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,017.85 $7.14
Expense Example – Class B Shares      
Actual $1,000.00 $1,135.85 $11.29
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.36 $10.65

 

* Expenses are equal to the annualized expense ratio of 1.42% for Class A shares and 2.12% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period).

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011,
and are based on the total market value of investments.

 

50

 


Portfolio of Investments
BLUE CHIP FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—99.5%    
  Consumer Discretionary—8.9%    
104,400 Best Buy Company, Inc. $    2,998,368
173,850 Comcast Corporation – Special Class “A”   4,036,797
126,700 H&R Block, Inc.   2,120,958
58,800 Home Depot, Inc.   2,179,128
59,800 Kohl’s Corporation   3,171,792
181,100 Lowe’s Companies, Inc.   4,786,473
29,100 McDonald’s Corporation   2,214,219
152,400 Staples, Inc.   2,959,608
60,600 Target Corporation   3,030,606
88,133 Time Warner, Inc.   3,146,348
52,900 Viacom, Inc. – Class “B”   2,460,908
100,000   Walt Disney Company   4,309,000
        37,414,205
  Consumer Staples—14.9%    
108,200 Avon Products, Inc.   2,925,728
41,515 Clorox Company   2,908,956
91,300 Coca-Cola Company   6,057,755
43,400 Costco Wholesale Corporation   3,182,088
128,000 CVS Caremark Corporation   4,392,960
38,300 Kellogg Company   2,067,434
73,900 Kimberly-Clark Corporation   4,823,453
135,024 Kraft Foods, Inc. – Class “A”   4,234,353
113,600 Kroger Company   2,722,992
116,000 PepsiCo, Inc.   7,471,560
81,700 Philip Morris International, Inc.   5,361,971
91,960 Procter & Gamble Company   5,664,736
110,500 Walgreen Company   4,435,470
127,230   Wal-Mart Stores, Inc.   6,622,321
        62,871,777
  Energy—11.9%    
102,000 Chevron Corporation   10,957,860
80,270 ConocoPhillips   6,410,362
48,500 Devon Energy Corporation   4,450,845
167,100 ExxonMobil Corporation   14,058,123
26,700   Hess Corporation   2,275,107

 

51

 


Portfolio of Investments (continued)
BLUE CHIP FUND
March 31, 2011

  
Shares   Security   Value
  Energy (continued)    
82,900 Marathon Oil Corporation $    4,419,399
69,800 Noble Corporation   3,184,276
48,300   Schlumberger, Ltd.   4,504,458
        50,260,430
  Financials—13.4%    
49,500 ACE, Ltd.   3,202,650
69,300 Allstate Corporation   2,202,354
92,800 American Express Company   4,194,560
51,400 Ameriprise Financial, Inc.   3,139,512
170,236 Bank of America Corporation   2,269,246
147,587 Bank of New York Mellon Corporation   4,408,424
55,200 Capital One Financial Corporation   2,868,192
53,700 Chubb Corporation   3,292,347
173,668 JPMorgan Chase & Company   8,006,095
30,700 M&T Bank Corporation   2,716,029
56,000 MetLife, Inc.   2,504,880
84,600 Morgan Stanley   2,311,272
46,400 Northern Trust Corporation   2,354,800
66,000 State Street Corporation   2,966,040
57,700 Travelers Companies, Inc.   3,431,996
116,600 U.S. Bancorp   3,081,738
116,600   Wells Fargo & Company   3,696,220
        56,646,355
  Health Care—15.2%    
136,600 Abbott Laboratories   6,700,230
69,900 * Amgen, Inc.   3,736,155
83,600 Bristol-Myers Squibb Company   2,209,548
30,600 C.R. Bard, Inc.   3,038,886
55,900 * Gilead Sciences, Inc.   2,372,396
169,200 Johnson & Johnson   10,025,100
36,800 * Life Technologies Corporation   1,929,056
26,800 McKesson Corporation   2,118,540
104,300 Medtronic, Inc.   4,104,205
112,500 Merck & Company. Inc.   3,713,625
77,300 Novartis AG (ADR)   4,201,255
354,078 Pfizer, Inc.   7,191,324
41,400 Quest Diagnostics, Inc.   2,389,608
61,100   St. Jude Medical, Inc.   3,131,986

 

52

 


 
Shares   Security   Value
 
  Health Care (continued)    
48,600 Teva Pharmaceutical Industries, Ltd. (ADR) $    2,438,262
41,450 * Thermo Fisher Scientific, Inc.   2,302,547
39,900 * Zimmer Holdings, Inc.   2,415,147
 
        64,017,870
  Industrials—10.7%    
43,400 3M Company   4,057,900
385,300 General Electric Company   7,725,265
55,200 Honeywell International, Inc.   3,295,992
6,267 * Huntington Ingalls Industries, Inc.   260,066
43,500 Illinois Tool Works, Inc.   2,336,820
66,000 Ingersoll-Rand, PLC   3,188,460
68,300 ITT Corporation   4,101,415
37,600 Northrop Grumman Corporation   2,357,896
12,300 Parker Hannifin Corporation   1,164,564
53,700 Raytheon Company   2,731,719
105,800 Republic Services, Inc.   3,178,232
67,475 Tyco International, Ltd.   3,020,856
29,100 United Parcel Service, Inc. – Class “B”   2,162,712
64,700   United Technologies Corporation   5,476,855
        45,058,752
  Information Technology—18.6%    
166,500 * Activision Blizzard, Inc.   1,826,505
84,300 * Adobe Systems, Inc.   2,795,388
16,900 * Apple, Inc.   5,888,805
49,000 Automatic Data Processing, Inc.   2,514,190
97,500 CA, Inc.   2,357,550
307,500 Cisco Systems, Inc.   5,273,625
115,000 * eBay, Inc.   3,569,600
134,125 * EMC Corporation   3,561,019
141,300 Hewlett-Packard Company   5,789,061
298,400 Intel Corporation   6,018,728
39,900 International Business Machines Corporation   6,506,493
506,345 Microsoft Corporation   12,840,909
110,500 * NCR Corporation   2,081,820
164,100 Oracle Corporation   5,476,017
73,170   QUALCOMM, Inc.   4,011,911

 

53

 


Portfolio of Investments (continued)
BLUE CHIP FUND
March 31, 2011

 
Shares or      
Principal      
Amount   Security         Value
  Information Technology (continued)    
131,900 * Symantec Corporation   $    2,445,426
73,400 Texas Instruments, Inc.   2,536,704
144,200   Western Union Company         2,995,034
              78,488,785
  Materials—1.5%    
91,200 Dow Chemical Company   3,442,800
49,400   DuPont (E.I.) de Nemours & Company         2,715,518
              6,158,318
  Telecommunication Services—3.0%    
201,300 AT&T, Inc.   6,159,780
166,400   Verizon Communications, Inc.         6,413,056
              12,572,836
  Utilities—1.4%    
71,700 American Electric Power Company, Inc.   2,519,538
58,300   NextEra Energy, Inc.         3,213,496
              5,733,034
Total Value of Common Stocks (cost $303,551,969)         419,222,362
  SHORT-TERM INVESTMENTS—.3%    
  Money Market Fund    
$ 1,260M   First Investors Cash Reserve Fund, .16% (cost $1,260,000)**       1,260,000
Total Value of Investments (cost $304,811,969) 99.8 % 420,482,362
Other Assets, Less Liabilities .2       986,275
Net Assets     100.0 %     $421,468,637

 

* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
ADR American Depositary Receipts

 

54

 


Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 419,222,362 $ — $ — $ 419,222,362
Money Market Fund   1,260,000   —   —   1,260,000
Total Investments in Securities* $ 420,482,362 $ — $ — $ 420,482,362

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

See notes to financial statements 55

 


Fund Expenses (unaudited)
GROWTH & INCOME FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,191.36 $7.32
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.25 $6.74
Expense Example – Class B Shares      
Actual $1,000.00 $1,187.97 $11.13
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.76 $10.25

 

* Expenses are equal to the annualized expense ratio of 1.34% for Class A shares and 2.04% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period).

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

56

 


Portfolio of Investments
GROWTH & INCOME FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—98.1%    
  Consumer Discretionary—15.7%    
202,800 American Greetings Corporation – Class “A” $    4,786,080
100,000 Best Buy Company, Inc.   2,872,000
98,000 * BorgWarner, Inc.   7,809,620
417,300 Brown Shoe Company, Inc.   5,099,406
345,000 CBS Corporation – Class “B”   8,638,800
75,600 CEC Entertainment, Inc.   2,852,388
70,000 Coach, Inc.   3,642,800
180,000 * GameStop Corporation – Class “A”   4,053,600
390,000 H&R Block, Inc.   6,528,600
160,000 Home Depot, Inc.   5,929,600
155,000 Limited Brands, Inc.   5,096,400
259,000 Lincoln Educational Services Corporation   4,115,510
85,000 McDonald’s Corporation   6,467,650
445,000 * Morgans Hotel Group Company   4,361,000
285,000 Newell Rubbermaid, Inc.   5,452,050
25,000 NIKE, Inc. – Class “B”   1,892,500
79,100 Oxford Industries, Inc.   2,704,429
606,000 * Pier 1 Imports, Inc.   6,150,900
300,000 * Ruby Tuesday, Inc.   3,933,000
135,000 * Steiner Leisure, Ltd.   6,245,100
631,800 Stewart Enterprises, Inc. – Class “A”   4,826,952
115,000 * TRW Automotive Holdings Corporation   6,334,200
88,200 Tupperware Brands Corporation   5,266,422
200,000   Wyndham Worldwide Corporation   6,362,000
        121,421,007
  Consumer Staples—10.3%    
420,000 Altria Group, Inc.   10,932,600
175,000 Avon Products, Inc.   4,732,000
125,000 Coca-Cola Company   8,293,750
215,000 CVS Caremark Corporation   7,378,800
80,000 McCormick & Company, Inc.   3,826,400
235,000 Nu Skin Enterprises, Inc. – Class “A”   6,756,250
76,000 PepsiCo, Inc.   4,895,160
225,000 Philip Morris International, Inc.   14,766,750
90,562 Procter & Gamble Company   5,578,619
140,000 Walgreen Company   5,619,600
130,000   Wal-Mart Stores, Inc.   6,766,500
        79,546,429

 

57

 


Portfolio of Investments (continued)
GROWTH & INCOME FUND
March 31, 2011

 
Shares   Security   Value
  Energy—10.1%    
100,000 Anadarko Petroleum Corporation $    8,192,000
45,000 Chevron Corporation   4,834,350
110,750 ConocoPhillips   8,844,495
130,000 Ensco, PLC (ADR)   7,519,200
135,490 ExxonMobil Corporation   11,398,774
6,920 Hugoton Royalty Trust   164,558
177,519 Marathon Oil Corporation   9,463,538
202,700 Noble Corporation   9,247,174
60,000 Sasol, Ltd. (ADR)   3,477,000
237,900 Suncor Energy, Inc.   10,667,436
53,208 * Transocean, Ltd.   4,147,564
        77,956,089
  Financials—11.2%    
120,700 American Express Company   5,455,640
125,000 Ameriprise Financial, Inc.   7,635,000
210,600 Brookline Bancorp, Inc.   2,217,618
63,745 Capital One Financial Corporation   3,312,190
123,700 Discover Financial Services   2,983,644
300,000 Financial Select Sector SPDR Fund (ETF)   4,923,000
290,000 FirstMerit Corporation   4,947,400
40,000 IBERIABANK Corporation   2,405,200
130,000 Invesco, Ltd.   3,322,800
173,062 JPMorgan Chase & Company   7,978,158
68,000 M&T Bank Corporation   6,015,960
165,750 Morgan Stanley   4,528,290
450,000 New York Community Bancorp, Inc.   7,767,000
265,000 NewAlliance Bancshares, Inc.   3,932,600
200,000 SPDR KBW Regional Banking (ETF)   5,320,000
357,666 * Sunstone Hotel Investors, Inc. (REIT)   3,644,617
100,000 U.S. Bancorp   2,643,000
235,000 Urstadt Biddle Properties – Class “A” (REIT)   4,469,700
110,450   Wells Fargo & Company   3,501,265
        87,003,082
  Health Care—8.4%    
155,000 Abbott Laboratories   7,602,750
45,532 * Amgen, Inc.   2,433,685
55,000 Baxter International, Inc.   2,957,350
120,000 * Gilead Sciences, Inc.   5,092,800
132,300   Hill-Rom Holdings, Inc.   5,024,754

 

58

 


 
Shares   Security Value
  Health Care (continued)  
170,625 Johnson & Johnson $    10,109,531
80,000 Medtronic, Inc. 3,148,000
120,000 Merck & Company. Inc. 3,961,200
499,375 Pfizer, Inc. 10,142,306
121,875 Sanofi-Aventis (ADR) 4,292,438
65,000 St. Jude Medical, Inc. 3,331,900
125,000 * Thermo Fisher Scientific, Inc. 6,943,750
      65,040,464
  Industrials—17.5%  
110,000 3M Company 10,285,000
150,000 * Altra Holdings, Inc. 3,543,000
124,200 Armstrong World Industries, Inc. 5,746,734
75,000 Caterpillar, Inc. 8,351,250
175,500 Chicago Bridge & Iron Company NV – NY Shares 7,135,830
80,000 * Esterline Technologies Corporation 5,657,600
119,200 * Generac Holdings, Inc. 2,418,568
124,075 General Electric Company 2,487,704
136,500 Honeywell International, Inc. 8,150,415
10,000 * Huntington Ingalls Industries, Inc. 414,998
134,275 IDEX Corporation 5,861,104
55,000 Lockheed Martin Corporation 4,422,000
176,150 * Mobile Mini, Inc. 4,231,123
60,000 Northrop Grumman Corporation 3,762,600
60,000 Parker Hannifin Corporation 5,680,800
224,538 * PGT, Inc. 527,664
96,743 * Pinnacle Airlines Corporation 556,272
75,000 Raytheon Company 3,815,250
80,000 Republic Services, Inc. 2,403,200
125,000 Snap-on, Inc. 7,507,500
443,100 TAL International Group, Inc. 16,071,237
192,300 Textainer Group Holdings, Ltd. 7,145,868
240,000 Tyco International, Ltd. 10,744,800
100,000   United Technologies Corporation 8,465,000
      135,385,517
  Information Technology—17.4%  
200,000 Avago Technologies, Ltd. 6,220,000
600,000 * Brocade Communications Systems, Inc. 3,690,000
68,000 * CACI International, Inc. – Class “A” 4,169,760
300,000   Cisco Systems, Inc. 5,145,000

 

59

 


Portfolio of Investments (continued)
GROWTH & INCOME FUND
March 31, 2011

 
Shares   Security   Value
  Information Technology (continued)    
361,725 * EMC Corporation $    9,603,799
180,000 Hewlett-Packard Company   7,374,600
180,375 Intel Corporation   3,638,164
108,525 International Business Machines Corporation   17,697,172
231,900 Intersil Corporation – Class “A”   2,887,155
450,000 Microsoft Corporation   11,412,000
365,000 National Semiconductor Corporation   5,234,100
185,000 * NCI, Inc. – Class “A”   4,508,450
350,000 * NCR Corporation   6,594,000
248,625 * Parametric Technology Corporation   5,591,576
209,800 QUALCOMM, Inc.   11,503,334
130,000 * SRA International, Inc. – Class “A”   3,686,800
333,025 * Symantec Corporation   6,174,283
200,000 TE Connectivity, Ltd.   6,964,000
97,200 * Varian Semiconductor Equipment Associates, Inc.   4,730,724
360,000   Western Union Company   7,477,200
        134,302,117
  Materials—5.2%    
173,400 Buckeye Technologies, Inc.   4,721,682
136,900 Celanese Corporation – Series “A”   6,074,253
160,000 Freeport-McMoRan Copper & Gold, Inc.   8,888,000
55,000 Olin Corporation   1,260,600
40,000 Praxair, Inc.   4,064,000
249,125 RPM International, Inc.   5,911,736
65,000 Schweitzer-Mauduit International, Inc.   3,289,650
247,350   Temple-Inland, Inc.   5,787,990
        39,997,911
  Telecommunication Services—2.1%    
234,000 AT&T, Inc.   7,160,400
230,000   Verizon Communications, Inc.   8,864,200
        16,024,600
  Utilities—.2%    
50,000   Atmos Energy Corporation   1,705,000
Total Value of Common Stocks (cost $583,845,689)   758,382,216

 

60

 


 
Principal      
Amount   Security         Value
  SHORT-TERM INVESTMENTS—1.1%  
  Money Market Fund    
$8,825M   First Investors Cash Reserve Fund, .16% (cost $8,825,000)**       $    8,825,000
Total Value of Investments (cost $592,670,689) 99.2 % 767,207,216
Other Assets, Less Liabilities .8       6,616,171
Net Assets     100.0 %     $773,823,387

 

* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at
March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

61

 


Portfolio of Investments (continued)
GROWTH & INCOME FUND
March 31, 2011

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 758,382,216 $ — $ — $ 758,382,216
Money Market Fund   8,825,000   —   —   8,825,000
Total Investments in Securities* $ 767,207,216 $ — $ — $ 767,207,216

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

62 See notes to financial statements

 


Fund Expenses (unaudited)
GLOBAL FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,127.03 $8.80
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,016.65 $8.35
Expense Example – Class B Shares      
Actual $1,000.00 $1,125.00 $12.50
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,013.16 $11.85

 

* Expenses are equal to the annualized expense ratio of 1.66% for Class A shares and 2.36% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

63

 


Portfolio of Investments
GLOBAL FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—97.7%    
  United States—41.6%    
22,200 Aflac, Inc. $    1,171,716
8,250 Allegheny Technologies, Inc.   558,690
8,200 * Alpha Natural Resources, Inc.   486,834
18,400 American Electric Power Company, Inc.   646,576
60,535 Ameriprise Financial, Inc.   3,697,478
14,250 * Amgen, Inc.   761,663
30,190 Analog Devices, Inc.   1,188,882
6,150 Apache Corporation   805,158
9,895 * Apple, Inc.   3,447,913
13,800 * Arrow Electronics, Inc.   577,944
109,800 Assured Guaranty, Ltd.   1,636,020
68,945 AT&T, Inc.   2,109,717
41,635 Bank of America Corporation   554,995
15,540 Boeing Company   1,148,872
5,600 * Cameron International Corporation   319,760
22,000 Carnival Corporation   843,920
83,645 CBS Corporation – Class “B”   2,094,471
139,860 Cisco Systems, Inc.   2,398,599
230,800 Citigroup, Inc.   1,020,136
5,200 Cliffs Natural Resources, Inc.   511,056
2,800 * Coinstar, Inc.   128,576
74,220 Corning, Inc.   1,531,159
18,100 Covidien, PLC   940,114
23,200 CVS Caremark Corporation   796,224
13,800 Deere & Company   1,337,082
14,300 Dover Corporation   940,082
48,610 * eBay, Inc.   1,508,854
150,185 * EMC Corporation   3,987,412
7,100 EOG Resources, Inc.   841,421
73,345 ExxonMobil Corporation   6,170,515
20,490 Flowserve Corporation   2,639,112
15,565 Fluor Corporation   1,146,518
174,720 * Ford Motor Company   2,605,075
23,265 Freeport-McMoRan Copper & Gold, Inc.   1,292,371
132,780 General Electric Company   2,662,239
15,500 * Gilead Sciences, Inc.   657,820
11,180 Goldman Sachs Group, Inc.   1,771,695
5,055 * Google, Inc. – Class “A”   2,963,292
14,700 H.J. Heinz Company   717,654
49,545   Hartford Financial Services Group, Inc.   1,334,247

 

64

 


 
Shares   Security   Value
  United States (continued)    
53,335 Hewlett-Packard Company $    2,185,135
53,335 Honeywell International, Inc.   3,184,633
13,690 International Business Machines Corporation   2,232,428
38,955 * ITT Educational Services, Inc.   2,810,603
21,300 * JDS Uniphase Corporation   443,892
64,995 JPMorgan Chase & Company   2,996,270
92,945 Lowe’s Companies, Inc.   2,456,536
18,845 McDonald’s Corporation   1,433,916
20,800 Medtronic, Inc.   818,480
6,900 MetLife, Inc.   308,637
102,955 Microsoft Corporation   2,610,939
10,570 Monsanto Company   763,788
18,875 NextEra Energy, Inc.   1,040,390
40,930 Noble Corporation   1,867,227
46,855 Nordstrom, Inc.   2,102,852
106,495 Oracle Corporation   3,553,738
24,270 Peabody Energy Corporation   1,746,469
43,105 PepsiCo, Inc.   2,776,393
100,109 Pfizer, Inc.   2,033,214
36,110 Philip Morris International, Inc.   2,369,899
20,010 Precision Castparts Corporation   2,945,072
52,420 Procter & Gamble Company   3,229,072
42,525 QUALCOMM, Inc.   2,331,646
22,120 Raytheon Company   1,125,244
16,880 St. Jude Medical, Inc.   865,269
19,400 Starbucks Corporation   716,830
23,270 * Thermo Fisher Scientific, Inc.   1,292,649
29,755 TJX Companies, Inc.   1,479,716
20,600 * Ultra Petroleum Corporation   1,014,550
27,820 United Parcel Service, Inc. – Class “B”   2,067,582
44,470 UnitedHealth Group, Inc.   2,010,044
20,900 Wal-Mart Stores, Inc.   1,087,845
143,730 Wells Fargo & Company   4,556,241
19,800 * WESCO International, Inc.   1,237,500
37,200 Western Union Company   772,644
12,400 * Whiting Petroleum Corporation   910,780
        129,329,985

 

65

 


Portfolio of Investments (continued)
GLOBAL FUND
March 31, 2011

 
Shares   Security   Value
  United Kingdom—11.3%    
20,800 AstraZeneca, PLC (ADR) $    959,296
328,138 Barclays, PLC   1,459,881
105,736 BG Group, PLC   2,628,782
58,650 BP PLC, (ADR)   2,588,811
83,803 Capita Group, PLC   998,087
25,300 Ensco, PLC (ADR)   1,463,352
357,107 HSBC Holdings, PLC   3,669,241
112,366 Imperial Tobacco Group, PLC   3,470,855
415,191 National Grid, PLC   3,953,249
80,581 Reed Elsevier, PLC   697,503
63,964 Rio Tinto, PLC   4,489,835
23,840 Rio Tinto, PLC (ADR)   1,695,501
70,960 Standard Chartered, PLC   1,839,261
1,297,257 Vodafone Group, PLC   3,670,207
52,296 WPP, PLC   644,217
33,766   Xstrata, PLC   788,604
        35,016,682
  France—6.4%    
39,235 Accor SA   1,765,288
48,808 BNP Paribas   3,574,696
28,142 Danone SA   1,840,870
18,582 Pernod Ricard SA   1,737,769
39,967 * PSA Peugeot Citroen   1,581,279
38,242 Safran SA   1,353,478
16,096 Schneider Electric SA   2,754,733
9,655 Unibail-Rodamco   2,094,266
27,991   Vallourec SA   3,144,405
        19,846,784
  Japan—5.9%    
16,100 Bridgestone Corporation   338,590
59,400 Denso Corporation   1,978,089
21,300 Eisai Company, Ltd.   766,882
13,400 FANUC, Ltd.   2,035,545
176 INPEX Corporation   1,339,961
42,600 JS Group Corporation   1,110,232
147,000 Mitsubishi Electric Corporation   1,741,723
260,600 Mitsubishi UFJ Financial Group, Inc.   1,207,413
59,000 Mitsui Fudosan Company, Ltd.   977,401
156,000   Mitsui O.S.K. Lines, Ltd.   901,593

 

66

 


 
Shares   Security   Value
  Japan (continued)    
12,500 NIDEC Corporation $    1,085,907
185,200 Nissan Motor Company, Ltd.   1,649,102
68,750 Promise Company, Ltd.   483,606
15,100 Shin-Etsu Chemical Company, Ltd.   753,360
45,600 Sony Financial Holdings, Inc.   907,819
41,500   Tokio Marine Holdings, Inc.   1,113,610
        18,390,833
  Switzerland—5.4%    
44,586 ABB, Ltd.   1,075,113
10,125 Compagnie Financiere Richemont SA   587,125
37,070 Credit Suisse Group AG   1,581,507
11,220 Kuehne & Nagel International AG   1,575,963
17,391 Roche Holding AG – Genusscheine   2,494,069
987 SGS SA-Registered   1,763,945
18,348 Swiss Reinsurance Company, Ltd.   1,053,930
261,300 * UBS AG – Registered   4,707,027
112,480 * UBS AG – Registered   2,030,264
        16,868,943
  Canada—4.6%    
8,500 Agrium, Inc.   784,210
30,065 Barrick Gold Corporation   1,560,674
45,700 Canadian Natural Resources, Ltd.   2,250,352
53,400 EnCana Corporation   1,837,366
10,500 Imperial Oil, Ltd.   536,235
75,965 Nexen, Inc.   1,893,048
50,300 Potash Corp. of Saskatchewan, Inc.   2,964,179
12,600 * Research in Motion, Ltd.   712,782
37,300   Suncor Energy Inc.   1,667,236
        14,206,082
  Germany—2.7%    
29,250 Beiersdorf AG   1,787,991
20,712 * Continental AG   1,877,592
21,818 HeidelbergCement AG   1,529,059
51,133   SAP AG   3,134,723
        8,329,365

 

67

 


Portfolio of Investments (continued)
GLOBAL FUND
March 31, 2011

 
Shares   Security   Value
  Brazil—2.5%    
35,800 Banco Santander Brasil SA (ADS) $    438,908
6,400 CETIP SA – Balcao Organizado de Ativos e Derivatos   104,847
45,000 Cia de Concessoes Rodoviarias   1,318,672
113,282 Itau Unibanco Holdings SA (ADR)   2,724,432
98,800 * Julio Simoes Logistica SA   600,665
262,200 PDG Realty SA   1,463,517
19,700 Petroleo Brasileiro SA – Petrobras (ADR)   796,471
20,500 * Raia SA   324,371
        7,771,883
  Netherlands—1.9%    
61,000 * ASML Holding NV   2,714,500
60,571 ING Groep NV   767,678
150,242   Koninklijke (Royal) KPN NV   2,562,772
        6,044,950
  Sweden—1.9%    
94,418 Assa Abloy AB – Class “B”   2,716,516
41,825 Atlas Copco AB   1,112,522
125,755 * Volvo AB – “B” Shares   2,212,733
        6,041,771
  China—1.7%    
588,300 * Changsha Zoomlion Heavy Industry Science and Technology    
  Development Company, Ltd.   1,508,151
284,500 China Shenhua Energy Co., Ltd.   1,340,532
4,600 Ctrip.com International, Ltd. (ADR)   190,854
10,900 * New Oriental Education & Technology Group, Inc. (ADR)   1,090,763
51,100   Tencent Holdings, Ltd.   1,244,947
        5,375,247
 
  Hong Kong—1.6%    
832,200 * AIA Group, Ltd.   2,562,442
367,000 Hang Lung Properties, Ltd.   1,606,586
348,295   Shangri-La Asia, Ltd.   900,045
 
        5,069,073

 

68

 


 
Shares   Security   Value
  Taiwan—1.3%    
14,700 Delta Electronics, Inc. (GDR) $    291,185
49,527 Hon Hai Precision Industry Co., Ltd. – Registered (GDR)   346,952
778 HTC Corporation   121,701
263,500   Taiwan Semiconductor Manufacturing Company, Ltd. (ADR)   3,209,430
        3,969,268
  Israel—1.2%    
77,145   Teva Pharmaceutical Industries, Ltd. (ADR)   3,870,365
  Ireland—.9%    
118,557   CRH, PLC   2,725,564
  Denmark—.8%    
54,816 DSV A/S   1,355,246
11,767   FLSmidth & Company A/S   1,003,782
        2,359,028
  South Korea—.7%    
2,595   Samsung Electronics Company, Ltd.   2,204,786
  Italy—.7%    
391,164   Snam Rete Gas SpA   2,201,536
  South Africa—.7%    
71,898   Impala Platinum Holdings, Ltd.   2,082,021
  India—.6%    
94,015 Bharti Airtel, Ltd.   753,469
14,600   Infosys Technologies, Ltd. (ADR)   1,046,820
        1,800,289
  Mexico—.6%    
30,900   America Movil SA de CV (ADR) – Series “L”   1,795,290
  Finland—.6%    
6,484 Elisa Oyj   142,899
23,424 Kone Oyj – Class “B”   1,349,588
6,885   Nokian Renkaat Oyj   293,409
        1,785,896

 

69

 


Portfolio of Investments (continued)
GLOBAL FUND
March 31, 2011

 
Shares or        
Principal        
Amount   Security         Value
  Spain—.5%      
69,501 Banco Bilbao Vizcaya Argentaria SA   $    844,364
181,486 * International Consolidated Airlines Group SA       660,372
              1,504,736
  Russia—.5%      
13,479 LUKOIL (ADR)     962,266
71,910   Rosneft Oil Company (GDR)          657,159
              1,619,425
  Chile—.4%      
56,600   Enersis SA (ADR)         1,178,412
  Colombia—.3%      
16,100   Bancolombia SA (ADR)         1,008,826
  Norway—.3%      
40,379   Frontline, Ltd.         1,004,411
  Malaysia—.1%      
397,400 * Airasia Berhad         352,953
Total Value of Common Stocks (cost $241,464,371)         303,754,404
  SHORT-TERM INVESTMENTS—2.9%    
  Money Market Fund      
$ 9,050M   First Investors Cash Reserve Fund, .16% (cost $9,050,000)**       9,050,000
Total Value of Investments (cost $250,514,371) 100.6 %   312,804,404
Excess of Liabilties over Other Assets (.6 )     (1,821,867)
Net Assets     100.0 %   $310,982,537

 

* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at
March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
ADR American Depositary Receipts
ADS American Depositary Shares
GDR Global Depositary Receipts

 

70

 


Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks            
Financials $ 55,805,440 $ — $ — $ 55,805,440
Industrials 54,165,860   —   — 54,165,860
Information Technology 46,762,303   —   — 46,762,303
Energy 35,128,696   —   — 35,128,696
Consumer Discretionary 31,729,868   —   — 31,729,868
Materials 22,498,912   —   — 22,498,912
Consumer Staples 20,138,943   —   — 20,138,943
Health Care 17,469,865   —   — 17,469,865
Telecommunications Services 11,034,354   —   — 11,034,354
Utilities 9,020,163   —   — 9,020,163
Money Market Fund   9,050,000   —   —   9,050,000
Total Investments in Securities* $ 312,804,404 $ — $ — $ 312,804,404

 

* The Portfolio of Investments provides information on the country categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011

 

See notes to financial statements 71

 


Fund Expenses (unaudited)
SELECT GROWTH FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,262.52 $8.24
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,017.65 $7.34
Expense Example – Class B Shares      
Actual $1,000.00 $1,258.91 $12.16
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.16 $10.85

 

* Expenses are equal to the annualized expense ratio of 1.46% for Class A shares and 2.16% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period).

 

Portfolio Composition
BY SECTOR


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

72

 


Portfolio of Investments
SELECT GROWTH FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—98.7%    
  Consumer Discretionary—15.9%    
55,700 Autoliv, Inc. $    4,134,611
135,100 * Bed Bath & Beyond, Inc.   6,521,277
27,600 * Chipotle Mexican Grill, Inc.   7,517,412
116,200 Limited Brands, Inc.   3,820,656
125,400 Mattel, Inc.   3,126,222
11,085 * Priceline.com, Inc.   5,613,887
105,800   Ross Stores, Inc.   7,524,496
        38,258,561
  Consumer Staples—5.4%    
98,400 Corn Products International, Inc.   5,099,088
121,000   Whole Foods Market, Inc.   7,973,900
        13,072,988
  Energy—9.9%    
54,400 Chevron Corporation   5,844,192
37,900 Cimarex Energy Company   4,367,596
46,800 ExxonMobil Corporation   3,937,284
95,200 Halliburton Company   4,744,768
71,400   Helmerich & Payne, Inc.   4,904,466
        23,798,306
  Financials—11.0%    
119,600 American Express Company   5,405,920
66,300 Capital One Financial Corporation   3,444,948
206,300 East West Bancorp, Inc.   4,530,348
31,100 Franklin Resources, Inc.   3,889,988
113,900 JPMorgan Chase & Co.   5,250,790
102,900   Raymond James Financial, Inc.   3,934,896
        26,456,890

 

73

 


Portfolio of Investments (continued)
SELECT GROWTH FUND
March 31, 2011

 
Shares   Security   Value
  Health Care—15.3%    
80,800 * Celgene Corporation $    4,648,424
83,100 Cooper Companies, Inc.   5,771,295
173,500 * Endo Pharmaceuticals Holdings, Inc.   6,620,760
152,500 * Express Scripts, Inc.   8,480,525
69,300 McKesson Corporation   5,478,165
105,000 * Watson Pharmaceuticals, Inc.   5,881,050
        36,880,219
  Industrials—9.1%    
83,600 Eaton Corporation   4,634,784
105,800 Illinois Tool Works, Inc.   5,683,576
76,500 Manpower, Inc.   4,810,320
72,300   Parker Hannifin Corporation   6,845,364
        21,974,044
  Information Technology—23.2%    
99,000 * ANSYS, Inc.   5,364,810
30,200 * Apple, Inc.   10,523,190
117,000 * Arrow Electronics, Inc.   4,899,960
159,500 * BMC Software, Inc.   7,933,530
117,700 * Check Point Software Technologies, Ltd.   6,008,585
4,734 * Google, Inc. – Class “A”   2,775,118
43,400 International Business Machines Corporation   7,077,238
215,100 * TIBCO Software, Inc.   5,861,475
66,500 * VMware, Inc. – Class “A”   5,422,410
        55,866,316
  Materials—6.2%    
43,700 CF Industries Holdings, Inc.   5,977,723
162,800   Freeport-McMoRan Copper & Gold, Inc.   9,043,540
        15,021,263
  Telecommunication Services—2.7%    
404,900 * MetroPCS Communications, Inc.   6,575,576
Total Value of Common Stocks (cost $172,611,819)   237,904,163

 

74

 


 
Principal      
Amount   Security         Value
  SHORT-TERM INVESTMENTS—1.3%  
  Money Market Fund    
$ 3,145M   First Investors Cash Reserve Fund, .16% (cost $3,145,000)**       $    3,145,000
Total Value of Investments (cost $175,756,819) 100.0 % 241,049,163
Excess of Liabilities over Other Assets —       (44,131)
Net Assets     100.0 %      $241,005,032

 

* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 237,904,163 $ — $ — $ 237,904,163
Money Market Fund   3,145,000   —   —   3,145,000
Total Investments in Securities* $ 241,049,163 $ — $ — $ 241,049,163

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

See notes to financial statements 75

 


Fund Expenses (unaudited)
OPPORTUNITY FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,249.77 $7.68
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,018.10 $6.89
Expense Example – Class B Shares      
Actual $1,000.00 $1,245.52 $11.59
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.61 $10.40

 

* Expenses are equal to the annualized expense ratio of 1.37% for Class A shares and 2.07% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period).

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

76

 


Portfolio of Investments
OPPORTUNITY FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—98.3%    
  Consumer Discretionary—19.4%    
198,100 American Greetings Corporation – Class “A” $    4,675,160
300,000 * Body Central Corporation   6,969,000
70,000 * BorgWarner, Inc.   5,578,300
70,000 Coach, Inc.   3,642,800
108,800 * Dreamworks Animation SKG, Inc. – Class “A”   3,038,784
215,000 * GameStop Corporation – Class “A”   4,841,800
250,000 H&R Block, Inc.   4,185,000
125,000 Limited Brands, Inc.   4,110,000
204,700 Lincoln Educational Services Corporation   3,252,683
295,000 * Morgans Hotel Group Company   2,891,000
50,000 Nordstrom, Inc.   2,244,000
127,700 Oxford Industries, Inc.   4,366,063
553,000 * Pier 1 Imports, Inc.   5,612,950
35,000 Polo Ralph Lauren Corporation – Class “A”   4,327,750
203,200 * Ruby Tuesday, Inc.   2,663,952
547,200 Stewart Enterprises, Inc. – Class “A”   4,180,608
167,500 * Tempur-Pedic International, Inc.   8,485,550
110,000 Tiffany & Company   6,758,400
185,000 * TRW Automotive Holdings Corporation   10,189,800
83,000 Tupperware Brands Corporation   4,955,930
95,000 * Warnaco Group, Inc.   5,433,050
        102,402,580
  Consumer Staples—1.6%    
70,000 McCormick & Company, Inc.   3,348,100
115,000 Nu Skin Enterprises, Inc. – Class “A”   3,306,250
65,425   Tootsie Roll Industries, Inc.   1,855,441
        8,509,791
  Energy—9.1%    
20,000 * Dril-Quip, Inc.   1,580,600
115,000 Ensco, PLC (ADR)   6,651,600
40,000 EOG Resources, Inc.   4,740,400
90,000 EQT Corporation   4,491,000
43,000 Hess Corporation   3,664,030
110,000 National-Oilwell Varco, Inc.   8,719,700
110,000 * Plains Exploration & Production Company   3,985,300

 

77

 


Portfolio of Investments (continued)
OPPORTUNITY FUND
March 31, 2011

 
Shares   Security   Value
  Energy (continued)    
225,000 Talisman Energy, Inc. $    5,557,500
52,500 * Transocean, Ltd.   4,092,375
190,000 * Weatherford International, Ltd.   4,294,000
        47,776,505
  Financials—15.8%    
110,000 Ameriprise Financial, Inc.   6,718,800
73,020 Berkshire Hills Bancorp, Inc.   1,522,467
75,000 City National Corporation   4,278,750
152,400 Discover Financial Services   3,675,888
150,000 Douglas Emmett, Inc. (REIT)   2,812,500
32,500 Federal Realty Investment Trust (REIT)   2,650,700
270,000 Financial Select Sector SPDR Fund (ETF)   4,430,700
225,000 FirstMerit Corporation   3,838,500
66,000 IBERIABANK Corporation   3,968,580
115,000 Invesco, Ltd.   2,939,400
185,000 Lazard, Ltd. – Class “A”   7,692,300
48,000 M&T Bank Corporation   4,246,560
245,000 * Nasdaq OMX Group, Inc.   6,330,800
250,000 New York Community Bancorp, Inc.   4,315,000
235,000 NewAlliance Bancshares, Inc.   3,487,400
225,000 Protective Life Corporation   5,973,750
185,000 SPDR KBW Regional Banking (ETF)   4,921,000
268,905 * Sunstone Hotel Investors, Inc. (REIT)   2,740,142
175,000   Waddell & Reed Financial, Inc. – Class “A”   7,106,750
        83,649,987
  Health Care—8.1%    
75,000 DENTSPLY International, Inc.   2,774,250
62,500 * Gilead Sciences, Inc.   2,652,500
131,200 Hill-Rom Holdings, Inc.   4,982,976
77,500 McKesson Corporation   6,126,375
10,000 * Mettler-Toledo International, Inc.   1,720,000
20,000 Perrigo Company   1,590,400
148,600 * Sirona Dental Systems, Inc.   7,453,776
55,000 St. Jude Medical, Inc.   2,819,300
100,000 * Thermo Fisher Scientific, Inc.   5,555,000
165,000 Warner Chilcott, PLC – Class “A”   3,841,200
60,000 * Watson Pharmaceuticals, Inc.   3,360,600
        42,876,377

 

78

 


 
Shares   Security   Value
  Industrials—14.4%    
75,000 A.O. Smith Corporation $    3,325,500
89,300 Armstrong World Industries, Inc.   4,131,911
140,000 Chicago Bridge & Iron Company NV – NY Shares   5,692,400
150,000 * EnerSys, Inc.   5,962,500
74,600 * Esterline Technologies Corporation   5,275,712
102,300 * Generac Holdings, Inc.   2,075,667
168,200 IDEX Corporation   7,341,930
82,500 J.B. Hunt Transport Services, Inc.   3,747,150
190,000 * MasTec, Inc.   3,952,000
179,700 * Mobile Mini, Inc.   4,316,394
130,000 Republic Services, Inc.   3,905,200
40,000 Roper Industries, Inc.   3,458,400
95,000 Snap-on, Inc.   5,705,700
266,600 TAL International Group, Inc.   9,669,582
82,500   Triumph Group, Inc.   7,297,125
        75,857,171
  Information Technology—16.0%    
210,000 Avago Technologies, Ltd.   6,531,000
625,000 * Brocade Communications Systems, Inc.   3,843,750
65,000 * CACI International, Inc. – Class “A”   3,985,800
160,500 Comtech Telecommunications Corporation   4,362,390
200,000 * FEI Company   6,744,000
55,000 * Fiserv, Inc.   3,449,600
11,000 * Inphi Corporation   231,110
237,400 Intersil Corporation – Class “A”   2,955,630
125,000 * InterXion Holding NV   1,625,000
75,000 * Intuit, Inc.   3,982,500
100,000 * JDA Software Group, Inc.   3,026,000
31,400 * ManTech International Corporation – Class “A”   1,331,360
290,000 National Semiconductor Corporation   4,158,600
51,400 * NCI, Inc. – Class “A”   1,252,618
275,000 * NCR Corporation   5,181,000
125,000 * NetScout Systems, Inc.   3,415,000
130,000 * SRA International, Inc. – Class “A”   3,686,800
297,725 * Symantec Corporation   5,519,821
210,000 TE Connectivity, Ltd.   7,312,200
225,000 Technology Select Sector SPDR Fund (ETF)   5,865,750
125,000 * Varian Semiconductor Equipment Associates, Inc.   6,083,750
        84,543,679

 

79

 


Portfolio of Investments (continued)
OPPORTUNITY FUND
March 31, 2011

 
Shares or      
Principal      
Amount   Security         Value
  Materials—9.8%    
110,000 Agrium, Inc.   $    10,148,600
50,000 Allegheny Technologies, Inc.   3,386,000
78,900 Bemis Company, Inc.   2,588,709
168,100 Buckeye Technologies, Inc.   4,577,363
90,000 Freeport-McMoRan Copper & Gold, Inc.   4,999,500
299,600 Globe Specialty Metals, Inc.   6,818,896
80,000 * Metals USA Holdings Corporation   1,309,600
50,000 Olin Corporation   1,146,000
40,000 Praxair, Inc.   4,064,000
65,000 Schweitzer-Mauduit International, Inc.   3,289,650
63,000 Sigma-Aldrich Corporation   4,009,320
140,000 Steel Dynamics, Inc.   2,627,800
125,000   Temple-Inland, Inc.         2,925,000
              51,890,438
  Telecommunication Services—.7%    
186,300   NTELOS Holdings Corporation         3,429,783
  Utilities—3.4%    
111,000 AGL Resources, Inc.   4,422,240
110,000 Portland General Electric Company   2,614,700
125,000 SCANA Corporation   4,921,250
200,000   Wisconsin Energy Corporation         6,100,000
               18,058,190
Total Value of Common Stocks (cost $380,003,499)         518,994,501
  SHORT-TERM INVESTMENTS—1.8%  
  Money Market Fund    
$ 9,300M   First Investors Cash Reserve Fund, .16% (cost $9,300,000)**       9,300,000
Total Value of Investments (cost $389,303,499) 100.1 % 528,294,501
Excess of Liabilities over Other Assets (.1 )     (365,461)
Net Assets     100.0 %     $527,929,040

 

80

 


* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
ADR American Depositary Receipts
ETF Exchange Traded Fund
REIT Real Estate Investment Trust

 

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 518,994,501 $ — $ — $ 518,994,501
Money Market Fund   9,300,000   —   —   9,300,000
Total Investments in Securities* $ 528,294,501 $ — $ — $ 528,294,501

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

See notes to financial statements 81

 


Fund Expenses (unaudited)
SPECIAL SITUATIONS FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,274.45 $8.17
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,017.75 $7.24
Expense Example – Class B Shares      
Actual $1,000.00 $1,269.63 $12.11
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,014.26 $10.75

 

* Expenses are equal to the annualized expense ratio of 1.44% for Class A shares and 2.14% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period). Expenses paid during the period are net of expenses waived.

 

Portfolio Composition
TOP TEN SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

82

 


Portfolio of Investments
SPECIAL SITUATIONS FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—93.7%    
  Consumer Discretionary—11.2%    
350,179 American Eagle Outfitters, Inc. $    5,564,344
116,200 * Big Lots, Inc.   5,046,566
202,442 * Career Education Corporation   4,599,482
826,585 * CKX, Inc.   3,488,189
232,100 Foot Locker, Inc.   4,577,012
208,900 Men’s Wearhouse, Inc.   5,652,834
104,200 Phillips Van-Heusen Corporation   6,776,126
340,800   Regal Entertainment Group – Class “A”   4,600,800
        40,305,353
  Consumer Staples—2.0%    
297,100 * Dole Food Company, Inc.   4,049,473
42,700   J. M. Smucker Company   3,048,353
        7,097,826
  Energy—11.2%    
132,875 * Carrizo Oil & Gas, Inc.   4,907,074
362,698 EXCO Resources, Inc.   7,493,341
262,041 * Matrix Service Company   3,642,370
276,100 * PetroQuest Energy, Inc.   2,584,296
233,500 * Plains Exploration & Production Company   8,459,705
204,400 * Resolute Energy Corporation   3,707,816
56,400 SM Energy Company   4,184,316
72,200 * Whiting Petroleum Corporation   5,303,090
        40,282,008
  Financials—14.7%    
15,088 * Alleghany Corporation   4,993,773
109,600 American Financial Group, Inc.   3,838,192
696,600 Anworth Mortgage Asset Corporation (REIT)   4,938,894
444,647 Capitol Federal Financial, Inc.   5,011,172
191,500 * EZCORP, Inc. – Class “A”   6,011,185
93,600 Harleysville Group, Inc.   3,100,968
196,300 Jefferies Group, Inc.   4,895,722
490,100 * Knight Capital Group, Inc. – Class “A”   6,567,340

 

83

 


Portfolio of Investments (continued)
SPECIAL SITUATIONS FUND
March 31, 2011

 
Shares   Security   Value
  Financials (continued)    
7,200 * Markel Corporation $    2,984,040
588,400 MFA Financial, Inc. (REIT)   4,824,880
85,500   Mid-America Apartment Communities, Inc. (REIT)   5,489,100
        52,655,266
  Health Care—12.2%    
92,700 * AMERIGROUP Corporation   5,955,975
190,300 * Endo Pharmaceuticals Holdings, Inc.   7,261,848
133,400 * Life Technologies Corporation   6,992,828
149,469 * Magellan Health Services, Inc.   7,335,938
85,500 * MEDNAX, Inc.   5,695,155
271,500 * Myriad Genetics, Inc.   5,470,725
190,700   PerkinElmer, Inc.   5,009,689
        43,722,158
  Industrials—5.5%    
65,900 Alliant Techsystems, Inc.   4,657,153
145,000 * EMCOR Group, Inc.   4,490,650
96,100 * FTI Consulting, Inc.   3,683,513
96,300 * Oshkosh Corporation   3,407,094
24,200   Precision Castparts Corporation   3,561,756
        19,800,166
  Information Technology—19.2%    
353,500 * Brightpoint, Inc.   3,831,940
442,600 * Compuware Corporation   5,112,030
379,700 * Convergys Corporation   5,452,492
143,400 * Cymer, Inc.   8,113,572
135,127 * Diodes, Inc.   4,602,426
194,500 * IAC/InterActiveCorp   6,008,105
354,300 * Lawson Software, Inc.   4,287,030
174,100 Lender Processing Services, Inc.   5,604,279
288,200 * Microsemi Corporation   5,968,622
397,200 * QLogic Corporation   7,368,060
263,000 * Verigy, Ltd.   3,705,670
488,600 * Vishay Intertechnology, Inc.   8,667,764
        68,721,990

 

84

 


 
Shares or      
Principal      
Amount   Security         Value
  Materials—16.6%    
103,000 AptarGroup, Inc.   $    5,163,390
337,400 * Chemtura Corporation   5,803,280
56,900 Compass Minerals International, Inc.   5,321,857
157,724 * Innospec, Inc.   5,037,704
206,200 Olin Corporation   4,726,104
112,500 Royal Gold, Inc.   5,895,000
89,900 Schnitzer Steel Industries, Inc. – Class “A”   5,844,399
201,700 Sensient Technologies Corporation   7,228,928
191,400 * Smurfit-Stone Container Corporation   7,397,610
25,000 * Tronox, Inc.   3,487,500
64,300   Westlake Chemical Corporation         3,613,660
              59,519,432
  Telecommunication Services—1.1%    
518,800 * Premiere Global Services, Inc.         3,953,256
Total Value of Common Stocks (cost $237,258,779)         336,057,455
  SHORT-TERM INVESTMENTS—6.9%  
  Money Market Fund    
$ 24,920M   First Investors Cash Reserve Fund, .16% (cost $24,920,000)**       24,920,000
Total Value of Investments (cost $262,178,779) 100.6 % 360,977,455
Excess of Liabilities Over Other Assets (.6 )     (2,142,753)
Net Assets     100.0 %     $358,834,702

 

* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield at
March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
REIT Real Estate Investment Trust

 

85

 


Portfolio of Investments (continued)
SPECIAL SITUATIONS FUND
March 31, 2011

Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks $ 336,057,455 $ — $ — $ 336,057,455
Money Market Fund   24,920,000   —   —   24,920,000
Total Investments in Securities* $ 360,977,455 $ — $ — $ 360,977,455

 

* The Portfolio of Investments provides information on the industry categorization for the portfolio.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

86 See notes to financial statements

 


Fund Expenses (unaudited)
INTERNATIONAL FUND

The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 4 for a detailed explanation of the information presented in these examples.

  Beginning Ending  
  Account Account Expenses Paid
  Value Value During Period
  (10/1/10) (3/31/11) (10/1/10–3/31/11)*
Expense Example – Class A Shares      
Actual $1,000.00 $1,044.90 $9.79
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,015.36 $9.65
Expense Example – Class B Shares      
Actual $1,000.00 $1,042.31 $13.34
Hypothetical      
(5% annual return before expenses) $1,000.00 $1,011.87 $13.14

 

* Expenses are equal to the annualized expense ratio of 1.92% for Class A shares and 2.62% for
Class B shares, multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period).

 

Portfolio Composition
TOP SECTORS


Portfolio holdings and allocations are subject to change. Percentages are as of March 31, 2011, and
are based on the total market value of investments.

 

87

 


Portfolio of Investments
INTERNATIONAL FUND
March 31, 2011

 
Shares   Security   Value
  COMMON STOCKS—99.0%    
  United Kingdom—26.9%    
64,186 Admiral Group, PLC $    1,598,863
324,659 Amlin, PLC   1,986,413
192,439 British American Tobacco, PLC   7,717,919
86,159 Bunzl, PLC   1,028,218
95,258 Capita Group, PLC   1,134,515
152,102 Diageo, PLC   2,889,170
233,914 Domino’s Pizza UK & IRL, PLC   1,604,421
171,110 Imperial Tobacco Group, PLC   5,285,389
69,641 Reckitt Benckiser Group, PLC   3,574,425
80,859 SABMiller, PLC   2,861,205
58,291 Scottish and Southern Energy, PLC   1,178,247
152,247 Standard Chartered, PLC   3,946,195
609,506   Tesco, PLC   3,722,398
        38,527,378
  India—14.0%    
31,557 Bharat Heavy Electricals, Ltd.   1,459,604
122,450 HDFC Bank, Ltd.   6,441,290
20,014 Hero Honda Motors, Ltd.   713,337
397,580 Housing Development Finance Corporation, Ltd.   6,251,443
877,362 ITC, Ltd.   3,582,635
84,420 Jain Irrigation Systems, Ltd.   338,664
15,262   Nestle India, Ltd.   1,265,091
        20,052,064
  Brazil—8.6%    
127,065 AES Tiete SA   1,934,778
112,662 CETIP SA – Balcao Organizado de Ativos e Derivatos   1,845,669
77,675 Companhia de Bebidas das Americas (ADR)   2,198,979
51,900 CPFL Energia SA   1,493,431
138,600 Redecard SA   2,040,553
266,365   Souza Cruz SA   2,783,590
        12,297,000

 

88

 


 
Shares   Security   Value
  Switzerland—7.1%    
7,883 Kuehne & Nagel International AG $    1,107,248
107,420 Nestle SA – Registered   6,182,066
53,349   Novartis AG – Registered   2,905,227
        10,194,541
  United States—5.6%    
123,429   Philip Morris International, Inc.   8,100,645
  Australia—5.5%    
194,739 Coca-Cola Amatil, Ltd.   2,364,305
116,916 QBE Insurance Group, Ltd.   2,136,451
120,158   Woolworths, Ltd.   3,340,138
        7,840,894
  France—5.4%    
20,203 bioMerieux   2,121,878
24,000 Bureau Veritas SA   1,887,522
33,958 Essilor International SA   2,525,153
13,300   Pernod Ricard SA   1,243,802
        7,778,355
  Canada—4.6%    
28,015 Canadian National Railway Company   2,101,233
90,124   Canadian Natural Resources, Ltd.   4,437,872
        6,539,105
  Netherlands—4.0%    
35,848 Core Laboratories NV   3,662,590
30,463 Royal Dutch Shell, PLC – Class “A”   1,108,638
32,364   Unilever NV   1,016,154
        5,787,382
  Japan—3.4%    
31,650 Nitori Company, Ltd.   2,791,524
43,800   Secom Company, Ltd.   2,042,555
        4,834,079

 

89

 


Portfolio of Investments (continued)
INTERNATIONAL FUND
March 31, 2011

 
Shares or      
Principal      
Amount   Security         Value
  Belgium—3.3%    
48,595 Anheuser-Busch Inbev NV   $    2,771,902
38,362   Colruyt SA         2,022,978
              4,794,880
  Ireland—3.0%    
81,627   Covidien, PLC         4,239,706
  Denmark—2.9%    
33,200   Novo Nordisk A/S – Series “B”         4,176,776
  Germany—1.5%    
13,712   Muenchener Rueckversicherungs-Gesellschaft AG – Registered       2,167,705
  Singapore—1.0%    
179,700   Oversea-Chinese Banking Corporation, Ltd.         1,365,749
  China—.8%    
8,783 * Baidu.com, Inc. (ADR)         1,210,385
  Spain—.7%    
17,096   Prosegur, Compania de Seguridad SA         1,018,962
  Mexico—.7%    
330,100   Wal-Mart de Mexico SAB de CV         989,697
Total Value of Common Stocks (cost $107,924,368)         141,915,303
  SHORT-TERM INVESTMENTS—.8%    
  Money Market Fund    
$1,150M   First Investors Cash Reserve Fund, .16% (cost $1,150,000)**       1,150,000
Total Value of Investments (cost $109,074,368) 99.8 % 143,065,303
Other Assets, Less Liabilities .2       338,460
Net Assets     100.0 %     $143,403,763

 

* Non-income producing
 
** Affiliated unregistered money market fund available only to First Investors funds and certain
accounts managed by First Investors Management Company, Inc. Rate shown is the 7-day yield
at March 31, 2011 (see Note 2).

 

Summary of Abbreviations:
ADR American Depositary Receipts

 

90

 


Accounting Standards Codification (“ASC”) 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 — Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary, by category of Level, of inputs used to value the Fund’s investments as of March 31, 2011:

    Level 1   Level 2   Level 3   Total
Common Stocks              
Consumer Staples $ 63,912,488 $ — $ — $ 63,912,488
Financials   27,739,778   —   — 27,739,778
Health Care   15,968,740   —   — 15,968,740
Industrials   12,118,521   —   — 12,118,521
Energy   9,209,100   —   — 9,209,100
Consumer Discretionary   5,109,282   —   — 5,109,282
Utilities   4,606,456   —   — 4,606,456
Information Technology   3,250,938   —   — 3,250,938
Money Market Fund   1,150,000   —   —   1,150,000
Total Investments in Securities* $ 143,065,303 $ — $ — $ 143,065,303
Other Financial Instruments** $ — $ (1,059,746) $ — $ (1,059,746)

 

* The Portfolio of Investments provides information on the country categorization for the portfolio.
   
** Other financial instruments are foreign exchange contracts, which are considered derivative
instruments, which are valued at the net unrealized depreciation on the instrument.
 
There were no transfers into or from Level 1 and Level 2 by the Fund during the period ended
March 31, 2011.

 

See notes to financial statements 91

 


Statements of Assets and Liabilities
FIRST INVESTORS INCOME FUNDS
March 31, 2011

 
    CASH           INVESTMENT        
    MANAGEMENT       GOVERNMENT       GRADE       INCOME  
Assets                        
Investments in securities:                        
Cost – Unaffiliated issuers $ 134,118,795   $ 327,115,440   $ 387,424,172   $ 497,998,812  
Cost – Affiliated money market fund (Note 2)   —     325,000     2,250,000     15,700,000  
 
Total cost of investments $ 134,118,795   $ 327,440,440   $ 389,674,172   $ 513,698,812  
 
Value – Unaffiliated issuers (Note 1A) $ 134,118,795   $ 337,998,111   $ 412,195,601   $ 525,581,302  
Value – Affiliated money market fund (Note 2)   —     325,000     2,250,000     15,700,000  
 
Total value of investments   134,118,795     338,323,111     414,445,601     541,281,302  
Cash   3,373,933     242,705     607,415     733,542  
Receivables:                        
Investment securities sold   —     —     —     2,354,956  
Interest   38,144     1,366,047     6,389,980     10,982,271  
Shares sold   —     504,772     469,816     496,271  
Other assets   26,493     55,676     66,735     84,597  
 
Total Assets   137,557,365     340,492,311     421,979,547     555,932,939  
 
Liabilities                        
Payables:                        
Investment securities purchased   —     1,867,054     —     12,184,008  
Shares redeemed   468,407     443,004     648,202     1,164,965  
Dividends payable   —     84,568     144,337     530,564  
Accrued advisory fees   —     157,659     196,594     321,200  
Accrued shareholder servicing costs   49,882     60,961     75,433     106,425  
Accrued expenses   13,364     21,032     12,575     27,793  
 
Total Liabilities   531,653     2,634,278     1,077,141     14,334,955  
 
Net Assets $ 137,025,712   $ 337,858,033   $ 420,902,406   $ 541,597,984  
Net Assets Consist of:                        
Capital paid in $ 137,025,712   $ 333,306,301   $ 425,572,043   $ 775,668,162  
Undistributed net investment income (deficit)   —     (807,065 )   (1,152,460 )   709,996  
Accumulated net realized loss on investments   —     (5,523,874 )   (28,288,606 )   (262,362,664 )
Net unrealized appreciation in value of investments   —     10,882,671     24,771,429     27,582,490  
Total $ 137,025,712   $ 337,858,033   $ 420,902,406   $ 541,597,984  
 
Net Assets:                        
Class A $ 135,505,059   $ 329,258,525   $ 409,184,611   $ 531,707,813  
Class B $ 1,520,653   $ 8,599,508   $ 11,717,795   $ 9,890,171  
Shares outstanding (Note 8):                        
Class A   135,505,059     29,151,855     43,020,579     208,879,612  
Class B   1,520,653     762,043     1,232,041     3,882,548  
 
Net asset value and redemption price per share — Class A $ 1.00 # $ 11.29   $ 9.51   $ 2.55  
 
Maximum offering price per share — Class A                        
(Net asset value/.9425)*   N/A   $ 11.98   $ 10.09   $ 2.71  
 
Net asset value and offering price per share — Class B (Note 8) $ 1.00   $ 11.28   $ 9.51   $ 2.55  

 

#Also maximum offering price per share.
*On purchases of $100,000 or more, the sales charge is reduced.

92   See notes to financial statements   93

 


Statements of Assets and Liabilities
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

 
    TOTAL                     GROWTH &          
     RETURN       VALUE       BLUE CHIP       INCOME        GLOBAL  
Assets                                    
Investments in securities:                                    
Cost – Unaffiliated issuers $ 333,939,205   $ 315,344,372     $ 303,551,969     $ 583,845,689     $ 241,464,371  
Cost – Affiliated money market fund (Note 2)   21,650,000     14,055,000       1,260,000       8,825,000       9,050,000  
Total cost of investments $ 355,589,205   $ 329,399,372     $ 304,811,969     $ 592,670,689     $ 250,514,371  
Value – Unaffiliated issuers (Note 1A) $ 406,284,072   $ 378,754,801     $ 419,222,362     $ 758,382,216     $ 303,754,404  
Value – Affiliated money market fund (Note 2)   21,650,000     14,055,000       1,260,000       8,825,000       9,050,000  
Total value of investments   427,934,072     392,809,801       420,482,362       767,207,216       312,804,404  
Cash   236,481     179,127       231,936       225,996       303,032  
Receivables:                                    
Investment securities sold   3,411,521     706,800       1,138,048       10,137,916       1,284,931  
Dividends and interest   2,127,121     955,387       822,082       847,619       476,166  
Shares sold   371,510     181,353       196,942       443,557       197,136  
Other assets   61,712     57,531       64,539       107,857       45,960  
Total Assets   434,142,417     394,889,999       422,935,909       778,970,161       315,111,629  
Liabilities                                    
Payables:                                    
Investment securities purchased   3,058,716     2,322,643       161,251       3,030,214       3,238,761  
Shares redeemed   777,940     855,895       890,289       1,411,043       516,231  
Dividends payable   30,776     18,519       6,444       9,498       —  
Forward currency contracts (Note 6)   —     —       —       —       7,811  
Other liabilities   —     —       —       —       4,110  
Accrued advisory fees   267,030     243,566       263,219       464,571       247,561  
Accrued shareholder servicing costs.   97,143     92,190       127,433       198,211       84,716  
Accrued expenses   20,470     9,855       18,636       33,237       29,902  
Total Liabilities   4,252,075     3,542,668       1,467,272       5,146,774       4,129,092  
Net Assets $ 429,890,342   $ 391,347,331     $ 421,468,637     $ 773,823,387     $ 310,982,537  
Net Assets Consist of:                                      
Capital paid in $ 364,503,763     $ 354,648,077     $ 390,258,053     $ 611,376,409     $ 284,370,430  
Undistributed net investment income (deficit)   (544,635 )     742,147       618,379       282,890       (382,751 )
Accumulated net realized loss on investments                                      
and foreign currency transactions   (6,413,653 )     (27,453,322 )     (85,078,188 )     (12,372,439 )     (35,294,395 )

Net unrealized appreciation in value of investments

                                      
and foreign currency transactions   72,344,867       63,410,429       115,670,393       174,536,527       62,289,253  
Total $ 429,890,342     $ 391,347,331     $ 421,468,637     $ 773,823,387     $ 310,982,537  
Net Assets:                                      
Class A $ 413,031,397     $ 380,023,411     $ 407,531,302     $ 746,448,767     $ 304,397,408  
Class B $ 16,858,945     $ 11,323,920     $ 13,937,335     $ 27,374,620     $ 6,585,129  
Shares outstanding (Note 8):                                      
Class A   26,638,737       51,545,348       18,407,811       48,985,137       43,967,912  
Class B   1,105,441       1,561,318       677,255       1,910,362       1,092,333  
Net asset value and redemption price                                      
per share – Class A $ 15.50     $ 7.37     $ 22.14     $ 15.24     $ 6.92  
Maximum offering price per share – Class A                                      
(Net asset value/.9425)* $ 16.45     $ 7.82     $ 23.49     $ 16.17     $ 7.34  
Net asset value and offering price per share –                                      
Class B (Note 8) $ 15.25     $ 7.25     $ 20.58     $ 14.33     $ 6.03  

 

*On purchases of $100,000 or more, the sales charge is reduced.

94   See notes to financial statements   95

 


Statements of Assets and Liabilities
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

 
    SELECT             SPECIAL          
    GROWTH       OPPORTUNITY       SITUATIONS       INTERNATIONAL  
Assets                            
Investments in securities:                            
Cost – Unaffiliated issuers $ 172,611,819     $ 380,003,499   $ 237,258,779     $ 107,924,368  
Cost – Affiliated money market fund (Note 2)   3,145,000       9,300,000     24,920,000       1,150,000  
Total cost of investments $ 175,756,819     $ 389,303,499   $ 262,178,779     $ 109,074,368  
Value – Unaffiliated issuers (Note 1A) $ 237,904,163     $ 518,994,501   $ 336,057,455     $ 141,915,303  
Value – Affiliated money market fund (Note 2)   3,145,000       9,300,000     24,920,000       1,150,000  
Total value of investments   241,049,163       528,294,501     360,977,455       143,065,303  
Cash   185,029       166,669     194,133       1,139,615  
Receivables:                            
Investment securities sold   —       3,304,836     —       1,245,769  
Dividends and interest   83,374       441,954     51,621       936,181  
Shares sold   215,587       293,521     186,374       88,913  
Unrealized appreciation of foreign exchange                            
contracts (Note 7)   —       —     —       62,056  
Other assets   32,401       69,049     46,230       21,005  
Total Assets   241,565,554       532,570,530     361,455,813       146,558,842  
Liabilities                            
Payables:                            
Investment securities purchased   —       3,503,457     1,817,915       1,684,505  
Shares redeemed   325,938       664,486     465,858       145,201  
Unrealized depreciation of foreign exchange                            
contracts (Note 7)   —       —     —       1,121,802  
Accrued advisory fees   147,574       321,478     236,273       116,285  
Accrued shareholder servicing costs   71,433       125,804     85,832       52,462  
Accrued expenses   15,577       26,265     15,233       34,824  
Total Liabilities   560,522       4,641,490     2,621,111       3,155,079  
Net Assets $ 241,005,032     $ 527,929,040   $ 358,834,702     $ 143,403,763  
Net Assets Consist of:                            
Capital paid in $ 260,859,398     $ 379,021,563   $ 262,248,834     $ 155,941,742  
Undistributed net investment income (deficit)   (272,982 )     2,771,990     463,910       903,437  
Accumulated net realized gain (loss) on investments                            
and foreign currency transactions   (84,873,728 )     7,144,485     (2,676,718 )     (46,377,961 )
Net unrealized appreciation in value of investments                            
and foreign currency transactions   65,292,344       138,991,002     98,798,676       32,936,545  
Total $ 241,005,032     $ 527,929,040   $ 358,834,702     $ 143,403,763  
Net Assets:                            
Class A $ 231,912,920     $ 506,380,644   $ 350,573,966     $ 139,843,940  
Class B $ 9,092,112     $ 21,548,396   $ 8,260,736     $ 3,559,823  
Shares outstanding (Note 8):                            
Class A   31,737,081       17,297,630     13,317,041       13,365,056  
Class B   1,355,132       846,725     362,404       350,024  
Net asset value and redemption price                            
per share – Class A $ 7.31     $ 29.27   $ 26.33     $ 10.46  
Maximum offering price per share – Class A                            

(Net asset value/.9425)*

 $ 7.76     $ 31.06   $ 27.94     $ 11.10  
Net asset value and offering price per share –                            
Class B (Note 8) $ 6.71     $ 25.45   $ 22.79     $ 10.17  

 

*On purchases of $100,000 or more, the sales charge is reduced.

96   See notes to financial statements   97

 


Statements of Operations
FIRST INVESTORS INCOME FUNDS
Six Months Ended March 31, 2011

 
    CASH               INVESTMENT          
    MANAGEMENT       GOVERNMENT       GRADE       INCOME  
Investment Income                              
Income:                              
Interest $ 138,542     $ 7,142,324     $ 10,735,061     $ 20,834,059  
Dividends from affiliate (Note 2)   —       2,404       3,169       7,067  
Total income   138,542       7,144,728       10,738,230       20,841,126  
 
Expenses (Notes 1 and 3):                              
Advisory fees   326,729       1,112,463       1,375,703       1,931,542  
Distribution plan expenses – Class A   —       490,988       606,288       775,442  
Distribution plan expenses – Class B   5,718       48,924       63,439       51,933  
Shareholder servicing costs   288,129       325,263       409,865       538,712  
Professional fees   21,180       26,010       29,124       38,823  
Registration fees   23,250       26,000       25,000       21,000  
Custodian fees   10,886       22,996       18,042       21,633  
Reports to shareholders   10,000       9,000       12,000       17,168  
Trustees’ fees   3,315       8,552       10,551       13,254  
Other expenses   14,050       47,244       40,406       60,093  
 
Total expenses   703,257       2,117,440       2,590,418       3,469,600  
Less: Expenses waived or assumed   (561,490 )     (185,410 )     (229,284 )     (85,542 )
Expenses paid indirectly   (3,225 )     (1,494 )     (1,834 )     (2,366 )
 
Net expenses   138,542       1,930,536       2,359,300       3,381,692  
 
Net investment income   —       5,214,192       8,378,930       17,459,434  
 
Realized and Unrealized Gain (Loss) on Investments (Note 2):                              
 
Net realized gain on investments   —       99,512       3,405,791       8,836,123  
 
Net unrealized appreciation (depreciation) of investments   —       (1,278,722 )     (15,435,218 )     4,412,477  
 
Net gain (loss) on investments   —       (1,179,210 )     (12,029,427 )     13,248,600  
 
Net Increase (Decrease) in Net Assets Resulting from Operations $ —     $ 4,034,982     $ (3,650,497 )   $ 30,708,034  

 

98   See notes to financial statements   99

 


Statements of Operations
FIRST INVESTORS EQUITY FUNDS
Six Months Ended March 31, 2011

 
    TOTAL                 GROWTH &          
    RETURN       VALUE        BLUE CHIP       INCOME        GLOBAL  
Investment Income                                
Dividends $ 3,798,646 (a) $ 5,779,084 (b) $  4,688,829 (c)  $ 11,115,554 (d)   $ 2,236,196 (e)
Dividends from affiliate (Note 2)   5,992     12,455     2,513     5,730       7,297  
Interest   3,663,459     —     —     —       59  
 
Total income   7,468,097     5,791,539     4,691,342     11,121,284       2,243,552  
 
Expenses (Notes 1 and 3):                                
Advisory fees   1,501,075     1,381,581     1,503,276     2,599,723       1,457,421  
Distribution plan expenses – Class A   581,466     539,847     586,238     1,038,234       436,264  
Distribution plan expenses – Class B   84,279     57,044     71,428     134,289       33,517  
Shareholder servicing costs   479,509     449,905     644,113     981,159       442,175  
Professional fees   24,488     24,524     28,101     42,371       20,770  
Custodian fees   6,960     6,696     7,612     9,926       69,978  
Registration fees   27,942     19,000     20,250     21,500       21,250  
Reports to shareholders   13,500     13,000     20,000     26,500       14,000  
Trustees’ fees   10,067     9,265     10,137     17,812       7,428  
Other expenses   40,691     30,033     32,371     54,166       42,345  
 
Total expenses   2,769,977     2,530,895     2,923,526     4,925,680       2,545,148  
Less: Expenses waived   —     —     —     —       (44,078 )
Expenses paid indirectly   (2,453 )   (2,253 )   (2,453 )   (4,409 )     (1,801 )
  
Net expenses   2,767,524     2,528,642     2,921,073     4,921,271       2,499,269  
 
Net investment income (loss)   4,700,573     3,262,897     1,770,269     6,200,013       (255,717 )
 
Realized and Unrealized Gain (Loss) on Investments                                
and Foreign Currency Transactions (Note 2):                                
Net realized gain (loss) on:                                
Investments   3,566,131     5,351,327     6,023,455     9,115,126       19,939,819  
Foreign currency transactions   —     —     —     —       (47,780 )
 
Net realized gain on investments and                                
foreign currency transactions   3,566,131     5,351,327     6,023,455     9,115,126       19,892,039  
 
Net unrealized appreciation of investments   32,739,683     40,796,257     44,725,711     109,237,736       15,542,545  
 
Net gain on investments and foreign currency transactions   36,305,814     46,147,584     50,749,166     118,352,862       35,434,584  
 
Net Increase in Net Assets Resulting from Operations $ 41,006,387   $ 49,410,481   $ 52,519,435   $ 124,552,875     $ 35,178,867  

 

(a) Net of $2,848 foreign taxes withheld
(b) Net of $40,151 foreign taxes withheld
(c) Net of $27,955 foreign taxes withheld
(d) Net of $8,485 foreign taxes withheld
(e) Net of $108,146 foreign taxes withheld

100   See notes to financial statements   101

 


Statements of Operations
FIRST INVESTORS EQUITY FUNDS
Six Months Ended March 31, 2011

 
    SELECT         SPECIAL        
    GROWTH       OPPORTUNITY       SITUATIONS         INTERNATIONAL  
Investment Income                      
Dividends $ 1,350,648 $ 6,142,604 (f) $ 2,796,896   $ 1,723,593 (g)
Dividends from affiliate (Note 2)   2,182   3,838     19,027     1,467  
Interest   —   —     —     94  
 
Total income   1,352,830   6,146,442     2,815,923     1,725,154  
 
Expenses (Notes 1 and 3):                      
Advisory fees   816,506   1,776,671     1,461,229     666,574  
Distribution plan expenses – Class A   313,565   690,279     472,827     198,744  
Distribution plan expenses – Class B   43,458   105,412     39,796     17,699  
Shareholder servicing costs   383,605   679,457     453,948     276,812  
Professional fees   17,348   28,970     20,544     17,295  
Custodian fees   2,045   5,944     8,150     90,164  
Registration fees   17,500   23,250     20,250     22,250  
Reports to shareholders   10,750   19,000     13,500     8,226  
Trustees’ fees   5,353   11,832     7,921     3,416  
Other expenses   17,025   36,514     24,370     16,071  
 
Total expenses   1,627,155   3,377,329     2,522,535     1,317,251  
Less: Expenses waived   —   —     (168,520 )   —  
Expenses paid indirectly   (1,343 )   (2,981 )   (2,002 )   (805 )
 
Net expenses   1,625,812   3,374,348     2,352,013     1,316,446  
 
Net investment income (loss)   (272,982   2,772,094     463,910     408,708  
 
Realized and Unrealized Gain (Loss) on Investments                      
and Foreign Currency Transactions (Note 2):                      
Net realized gain (loss) on:                      
Investments   9,452,042   13,836,422     18,675,904     1,780,295  
Foreign currency transactions   —   —     —     (1,395,998 )
Net realized gain on investments                      
and foreign currency transactions   9,452,042   13,836,422     18,675,904     384,297  
Net unrealized appreciation (depreciation) of:                      
Investments   40,838,432   88,730,748     58,080,595     5,762,854  
Foreign currency transactions   —   —     —     (359,283 )
Net unrealized appreciation of investments and                      
foreign currency transactions   40,838,432   88,730,748     58,080,595     5,403,571  
 
Net gain on investments and foreign currency transactions   50,290,474   102,567,170     76,756,499     5,787,868  
 
Net Increase in Net Assets Resulting from Operations $ 50,017,492 $ 105,339,264   $ 77,220,409   $ 6,196,576  

 

(f) Net of $6,198 foreign taxes withheld
(g) Net of $113,119 foreign taxes withheld

102   See notes to financial statements   103

 


Statements of Changes in Net Assets
FIRST INVESTORS INCOME FUNDS

 
    CASH MANAGEMENT     GOVERNMENT     INVESTMENT GRADE     INCOME  
    10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to
    3/31/11       9/30/10       3/31/11       9/30/10        3/31/11        9/30/10        3/31/11        9/30/10  
Increase (Decrease) in Net Assets From Operations                                                
Net investment income $ —   $ —   $ 5,214,192   $ 10,770,050   $ 8,378,930   $ 16,503,247   $ 17,459,434   $ 34,376,424  
Net realized gain (loss) on investments   —     —     99,512     3,103,773     3,405,791     13,779,861     8,836,123     (6,736,530 )
Net unrealized appreciation (depreciation) of investments   —     —     (1,278,722 )   2,718,962     (15,435,218 )   16,328,093     4,412,477     41,269,692  
 
Net increase (decrease) in net assets resulting                                                
from operations   —     —     4,034,982     16,592,785     (3,650,497 )   46,611,201     30,708,034     68,909,586  
 
Dividends to Shareholders                                                
Net investment income – Class A   —     —     (5,896,183 )   (11,719,577 )   (8,984,276 )   (17,308,661 )   (17,849,517 )   (35,370,028 )
Net investment income – Class B   —     —     (143,603 )   (390,654 )   (239,727 )   (611,139 )   (326,196 )   (775,851 )
 
Total dividends   —     —     (6,039,786 )   (12,110,231 )   (9,224,003 )   (17,919,800 )   (18,175,713 )   (36,145,879 )
 
Share Transactions *                                                
Class A:                                                
Proceeds from shares sold   71,769,300     103,494,290     32,980,255     77,347,300     43,768,286     92,777,083     35,147,249     60,690,077  
Reinvestment of dividends   —     —     5,391,592     10,581,329     8,131,184     15,532,529     14,726,795     28,803,544  
Cost of shares redeemed   (70,367,345 )   (141,727,633 )   (33,142,470 )   (53,101,171 )   (35,086,657 )   (56,404,349 )   (34,955,406 )   (55,246,111 )
 
    1,401,955     (38,233,343 )   5,229,377     34,827,458     16,812,813     51,905,263     14,918,638     34,247,510  
Class B:                                                
Proceeds from shares sold   386,167     1,539,880     518,227     1,715,685     629,958     1,808,223     615,243     1,330,180  
Reinvestment of dividends   —     —     134,990     362,862     224,392     565,450     282,142     661,566  
Cost of shares redeemed   (604,556 )   (3,230,970 )   (2,858,570 )   (4,525,074 )   (2,587,047 )   (5,959,456 )   (2,148,363 )   (3,552,378 )
 
    (218,389 )   (1,691,090 )   (2,205,353 )   (2,446,527 )   (1,732,697 )   (3,585,783 )   (1,250,978 )   (1,560,632 )
 
Net increase (decrease) from share transactions   1,183,566     (39,924,433 )   3,024,024     32,380,931     15,080,116     48,319,480     13,667,660     32,686,878  
 
Net increase (decrease) in net assets   1,183,566     (39,924,433 )   1,019,220     36,863,485     2,205,616     77,010,881     26,199,981     65,450,585  
 
Net Assets                                                
Beginning of period   135,842,146     175,766,579     336,838,813     299,975,328     418,696,790     341,685,909     515,398,003     449,947,418  
 
End of period † $ 137,025,712   $ 135,842,146   $ 337,858,033   $ 336,838,813   $ 420,902,406   $ 418,696,790   $ 541,597,984   $ 515,398,003  
 
†Includes undistributed net investment income (deficit) of $ —   $ —   $ (807,065 ) $ 18,529   $ (1,152,460 ) $ (1,228,073 ) $ 709,996   $ 731,963  
 
*Shares Issued and Redeemed                                                
Class A:                                                
Sold   71,769,300     103,494,290     2,902,630     6,837,194     4,549,797     9,912,848     13,895,132     25,340,112  
Issued for dividends reinvested   —     —     474,491     935,774     846,655     1,652,178     5,821,057     11,996,262  
Redeemed   (70,367,345 )   (141,727,633 )   (2,918,968 )   (4,701,354 )   (3,654,325 )   (6,026,306 )   (13,831,929 )   (23,070,665 )
 
Net increase (decrease) in Class A shares outstanding   1,401,955     (38,233,343 )   458,153     3,071,614     1,742,127     5,538,720     5,884,260     14,265,709  
 
Class B:                                                
Sold   386,167     1,539,880     45,651     151,892     65,654     193,657     243,168     554,862  
Issued for dividends reinvested   —     —     11,885     32,138     23,352     60,264     111,562     275,454  
Redeemed   (604,556 )   (3,230,970 )   (251,977 )   (400,873 )   (269,444 )   (639,197 )   (850,077 )   (1,483,639 )
 
Net decrease in Class B shares outstanding   (218,389 )   (1,691,090 )   (194,441 )   (216,843 )   (180,438 )   (385,276 )   (495,347 )   (653,323 )

 

104   See notes to financial statements   105

 


Statements of Changes in Net Assets
FIRST INVESTORS EQUITY FUNDS

 
    TOTAL RETURN     VALUE     BLUE CHIP     GROWTH & INCOME  
    10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to
    3/31/11        9/30/10       3/31/11        9/30/10        3/31/11       9/30/10       3/31/11       9/30/10  
Increase (Decrease) in Net Assets From Operations                                                
Net investment income $ 4,700,573   $ 6,684,269   $ 3,262,897   $ 4,782,032   $ 1,770,269   $ 3,213,011   $ 6,200,013   $ 4,160,650  
Net realized gain on investments   3,566,131     4,700,281     5,351,327     11,905,008     6,023,455     5,636,663     9,115,126     3,057,400  
Net unrealized appreciation of investments   32,739,683     20,333,126     40,796,257     14,490,454     44,725,711     14,721,082     109,237,736     46,947,411  
Net increase in net assets resulting                                                
from operations   41,006,387     31,717,676     49,410,481     31,177,494     52,519,435     23,570,756     124,552,875     54,165,461  
Dividends to Shareholders                                                
Net investment income – Class A   (5,276,675 )   (7,206,405 )   (3,233,346 )   (4,770,685 )   (1,919,705 )   (3,748,853 )   (6,476,687 )   (3,447,522 )
Net investment income – Class B   (170,737 )   (265,077 )   (62,848 )   (91,965 )   (25,294 )   (65,517 )   (174,740 )   (7,107 )
 
Total dividends   (5,447,412 )   (7,471,482 )   (3,296,194 )   (4,862,650 )   (1,944,999 )   (3,814,370 )   (6,651,427 )   (3,454,629 )
 
Share Transactions *                                                
Class A:                                                
Proceeds from shares sold   43,074,994     65,236,988     27,656,965     47,998,032     22,719,485     42,299,508     52,065,750     86,759,378  
Reinvestment of dividends   5,190,632     7,095,031     3,180,932     4,692,913     1,903,596     3,717,017     6,418,727     3,415,609  
Cost of shares redeemed   (30,135,505 )   (50,060,155 )   (30,223,449 )   (51,740,503 )   (32,519,177 )   (55,163,840 )   (51,874,921 )   (89,994,980 )
 
    18,130,121     22,271,864     614,448     950,442     (7,896,096 )   (9,147,315 )   6,609,556     180,007  
Class B:                                                
Proceeds from shares sold   1,176,739     1,479,911     514,871     931,640     684,562     1,258,064     1,107,806     2,407,343  
Reinvestment of dividends   169,785     263,214     62,652     91,498     25,234     65,439     174,190     7,097  
Cost of shares redeemed   (2,970,266 )   (6,622,753 )   (1,817,320 )   (3,250,976 )   (2,999,110 )   (6,213,513 )   (4,499,226 )   (9,067,038 )
 
    (1,623,742 )   (4,879,628 )   (1,239,797 )   (2,227,838 )   (2,289,314 )   (4,890,010 )   (3,217,230 )   (6,652,598 )
 
Net increase (decrease) from share transactions   16,506,379     17,392,236     (625,349 )   (1,277,396 )   (10,185,410 )   (14,037,325 )   3,392,326     (6,472,591 )
 
Net increase in net assets   52,065,354     41,638,430     45,488,938     25,037,448     40,389,026     5,719,061     121,293,774     44,238,241  
 
Net Assets                                                
Beginning of period   377,824,988     336,186,558     345,858,393     320,820,945     381,079,611     375,360,550     652,529,613     608,291,372  
 
End of period† $ 429,890,342   $ 377,824,988   $ 391,347,331   $ 345,858,393   $ 421,468,637   $ 381,079,611   $ 773,823,387   $ 652,529,613  
 
†Includes undistributed net investment income (deficit) of $ (544,635 ) $ 202,204   $ 742,147   $ 775,444   $ 618,379   $ 793,109   $ 282,890   $ 734,304  
 
*Shares Issued and Redeemed                                                
Class A:                                                
Sold   2,869,231     4,717,067     3,943,569     7,583,329     1,072,312     2,190,993     3,643,841     6,879,346  
Issued for dividends reinvested   342,565     513,741     444,027     743,977     88,361     192,725     442,814     271,569  
Redeemed   (2,009,832 )   (3,616,060 )   (4,307,596 )   (8,163,446 )   (1,538,550 )   (2,851,867 )   (3,636,649 )   (7,135,325 )
 
Net increase (decrease) in Class A shares outstanding   1,201,964     1,614,748     80,000     163,860     (377,877 )   (468,149 )   450,006     15,590  
 
Class B:                                                
Sold   79,594     108,792     73,869     149,472     34,550     69,790     82,245     203,071  
Issued for dividends reinvested   11,416     19,385     8,931     14,731     1,273     3,627     12,913     584  
Redeemed   (202,407 )   (489,191 )   (261,280 )   (523,549 )   (153,232 )   (345,863 )   (338,844 )   (765,993 )
 
Net decrease in Class B shares outstanding   (111,397 )   (361,014 )   (178,480 )   (359,346 )   (117,409 )   (272,446 )   (243,686 )   (562,338 )

 

106   See notes to financial statements   107

 


Statements of Changes in Net Assets
FIRST INVESTORS EQUITY FUNDS

 
    GLOBAL     SELECT GROWTH     OPPORTUNITY     SPECIAL SITUATIONS  
    10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to   10/1/10 to   10/1/09 to
    3/31/11       9/30/10       3/31/11       9/30/10       3/31/11       9/30/10       3/31/11       9/30/10  
Increase (Decrease) in Net Assets From Operations                                                
Net investment income (loss) $ (255,717 ) $ 59,861   $ (272,982 ) $ (959,946 ) $ 2,772,094   $ 793,668   $ 463,910   $ (794,506 )
Net realized gain on investments and foreign                                                
currency transactions   19,892,039     16,003,052     9,452,042     11,072,238     13,836,422     17,731,893     18,675,904     26,160,463  
Net unrealized appreciation of investments                                                
and foreign currency transactions   15,542,545     2,462,568     40,838,432     5,200,313     88,730,748     30,124,890     58,080,595     5,717,051  
Net increase in net assets resulting                                                
from operations   35,178,867     18,525,481     50,017,492     15,312,605     105,339,264     48,650,451     77,220,409     31,083,008  
Dividends to Shareholders                                                
Net investment income – Class A   —     (427,532 )   —     —     (785,813 )   —     —     —  
Net investment income – Class B   —     —     —     —     (7,098 )   —     —     —  
 
Total dividends   —     (427,532 )   —     —     (792,911 )   —     —     —  
 
Share Transactions *                                                
Class A:                                                
Proceeds from shares sold   21,071,769     37,303,365     16,909,572     28,932,274     36,968,658     56,923,811     22,979,358     35,218,514  
Reinvestment of dividends   —     421,308     —     —     781,830     —     —     —  
Cost of shares redeemed   (20,145,768 )   (35,543,345 )   (16,585,768 )   (29,917,838 )   (33,439,457 )   (56,238,588 )   (21,805,396 )   (37,396,683 )
 
    926,001     2,181,328     323,804     (985,564 )   4,311,031     685,223     1,173,962     (2,178,169 )
Class B:                                                
Proceeds from shares sold   462,970     802,245     381,748     778,215     1,082,640     1,670,590     499,157     668,989  
Reinvestment of dividends   —     —     —     —     7,087     —     —     —  
Cost of shares redeemed   (1,210,803 )   (2,001,142 )   (1,697,563 )   (3,551,178 )   (4,264,698 )   (7,204,124 )   (1,709,401 )   (2,842,096 )
 
    (747,833 )   (1,198,897 )   (1,315,815 )   (2,772,963 )   (3,174,971 )   (5,533,534 )   (1,210,244 )   (2,173,107 )
 
Net increase (decrease) from share transactions   178,168     982,431     (992,011 )   (3,758,527 )   1,136,060     (4,848,311 )   (36,282 )   (4,351,276 )
 
Net increase in net assets   35,357,035     19,080,380     49,025,481     11,554,078     105,682,413     43,802,140     77,184,127     26,731,732  
 
Net Assets                                                
Beginning of period   275,625,502     256,545,122     191,979,551     180,425,473     422,246,627     378,444,487     281,650,575     254,918,843  
 
End of period† $ 310,982,537   $ 275,625,502   $ 241,005,032   $ 191,979,551   $ 527,929,040   $ 422,246,627   $ 358,834,702   $ 281,650,575  
 
†Includes undistributed net investment income (deficit) of $ (382,751 ) $ (127,034 ) $ (272,982 ) $ —   $ 2,771,990   $ 792,807   $ 463,910   $ —  
 
*Shares Issued and Redeemed                                                
Class A:                                                
Sold   3,168,124     6,360,255     2,534,783     5,206,038     1,371,166     2,558,776     960,488     1,802,540  
Issued for dividends reinvested   —     70,927     —     —     28,744     —     —     —  
Redeemed   (3,028,644 )   (6,087,314 )   (2,502,879 )   (5,392,868 )   (1,245,075 )   (2,529,554 )   (912,080 )   (1,909,903 )
 
Net increase (decrease) in Class A shares outstanding   139,480     343,868     31,904     (186,830 )   154,835     29,222     48,408     (107,363 )
 
Class B:                                                
Sold   78,696     156,238     61,761     151,295     45,685     85,932     23,981     39,330  
Issued for dividends reinvested   —     —     —     —     299     —     —     —  
Redeemed   (207,480 )   (392,927 )   (285,688 )   (695,270 )   (184,310 )   (370,238 )   (83,755 )   (167,386 )
 
Net decrease in Class B shares outstanding   (128,784 )   (236,689 )   (223,927 )   (543,975 )   (138,326 )   (284,306 )   (59,774 )   (128,056 )

 

108   See notes to financial statements   109

 


Statements of Changes in Net Assets
FIRST INVESTORS EQUITY FUNDS

 
    INTERNATIONAL  
    10/1/10 to   10/1/09 to
    3/31/11       9/30/10  
Increase (Decrease) in Net Assets From Operations            
Net investment income $ 408,708   $ 1,586,071  
Net realized gain (loss) on investments            
and foreign currency transactions   384,297     (2,771,605 )
Net unrealized appreciation of investments            
and foreign currency transactions   5,403,571     17,926,493  
Net increase in net assets resulting            
from operations   6,196,576     16,740,959  
Dividends to Shareholders            
Net investment income – Class A   (2,252,972 )   (255,393 )
Net investment income – Class B   (56,124 )   —  
 
Total dividends   (2,309,096 )   (255,393 )
Share Transactions *            
Class A:            
Proceeds from shares sold   14,229,052     24,832,707  
Reinvestment of dividends   2,243,435     254,426  
Cost of shares redeemed   (9,997,843 )   (19,203,741 )
 
    6,474,644     5,883,392  
Class B:            
Proceeds from shares sold   225,359     434,739  
Reinvestment of dividends   56,091     —  
Cost of shares redeemed   (378,073 )   (711,435 )
 
    (96,623 )   (276,696 )
 
Net increase from share transactions   6,378,021     5,606,696  
 
Net increase in net assets   10,265,501     22,092,262  
 
Net Assets            
Beginning of period   133,138,262     111,046,000  
 
End of period † $ 143,403,763   $ 133,138,262  
 
†Includes undistributed net investment income of $ 903,437   $ 2,803,825  
 
*Shares Issued and Redeemed            
Class A:            
Sold   1,399,592     2,673,494  
Reinvestment of dividends   218,446     27,299  
Redeemed   (983,465 )   (2,061,028 )
 
Net increase in Class A shares outstanding   634,573     639,765  
 
Class B:            
Sold   22,800     48,103  
Reinvestment of dividends   5,615     —  
Redeemed   (38,308 )   (78,501 )
 
Net decrease in Class B shares outstanding   (9,893 )   (30,398 )

 

110   See notes to financial statements

 


Notes to Financial Statements
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

1. Significant Accounting Policies— First Investors Income Funds (“Income Funds”) and First Investors Equity Funds (“Equity Funds”), each a Delaware statutory trust (each a “Trust”, collectively, “the Trusts”), are registered under the Investment Company Act of 1940 (“the 1940 Act”) as diversified, open-end management investment companies and operate as series funds. The Income Funds issue shares of beneficial interest in the Cash Management Fund, Government Fund, Investment Grade Fund and Fund For Income. The Equity Funds issue shares of beneficial interest in the Total Return Fund, Value Fund, Blue Chip Fund, Growth & Income Fund, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund, and International Fund (each a “Fund”, collectively, “the Funds”). The Trusts account separately for the assets, liabilities and operations of each Fund. The objective of each Fund as of March 31, 2011 is as follows:

Cash Management Fund seeks to earn a high rate of current income consistent with the preservation of capital and maintenance of liquidity.

Government Fund seeks to achieve a significant level of current income which is consistent with security and liquidity of principal.

Investment Grade Fund seeks to generate a maximum level of income consistent with investment in investment grade debt securities.

Fund For Income seeks high current income.

Total Return Fund seeks high, long-term total investment return consistent with moderate investment risk.

Value Fund seeks total return.

Blue Chip Fund seeks high total investment return.

Growth & Income Fund seeks long-term growth of capital and current income.

Global Fund seeks long-term capital growth.

Select Growth Fund seeks long-term growth of capital.

Opportunity Fund seeks long-term capital growth.

Special Situations Fund seeks long-term growth of capital.

International Fund primarily seeks long-term capital growth.

A. Security Valuation—Except as provided below, a security listed or traded on an exchange or the Nasdaq Stock Market is valued at its last sale price on the exchange or market where the security is principally traded, and lacking any sales, the security

111

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

is valued at the mean between the closing bid and asked prices. Securities traded in the over-the-counter (“OTC”) market (including securities listed on exchanges whose primary market is believed to be OTC) are valued at the mean between the last bid and asked prices based on quotes furnished by a market maker for such securities. Securities may also be priced by pricing services approved by the Trusts’ Board of Trustees (the “Board”). The pricing services consider security type, rating, market condition and yield data as well as market quotations, prices provided by market makers and other available information in determining value. Short-term debt securities that mature in 60 days or less are valued at amortized cost.

The Funds monitor for significant events occurring prior to the close of trading on the New York Stock Exchange that could have a material impact on the value of any securities that are held by the Funds. Examples of such events include trading halts, natural disasters, political events and issuer-specific developments. If FIMCO’s Valuation Committee decides that such events warrant using fair value estimates, it will take such events into consideration in determining the fair values of such securities. If market quotations or prices are not readily available or determined to be unreliable, the securities will be valued at fair value as determined in good faith pursuant to procedures adopted by the Board. The Funds also use a pricing service to fair value foreign securities in the event that fluctuation in U.S. securities markets exceed a predetermined level or if a foreign market is closed. For valuation purposes, where applicable, quotations of foreign securities in foreign currency are translated to U.S. dollar equivalents using the foreign exchange quotation in effect. At March 31, 2011, Fund For Income held four securities that were fair valued by FIMCO’s Valuation Committee with an aggregate value of $7,542, representing 0.0% of the Fund’s net assets.

The Cash Management Fund values its portfolio securities in accordance with the amortized cost method of valuation under Rule 2a-7 of the 1940 Act. Amortized cost is an approximation of market value of an instrument, whereby the difference between its acquisition cost and market value at maturity is amortized on a straight-line basis over the remaining life of the instrument. The effect of changes in the market value of a security as a result of fluctuating interest rates is not taken into account and thus the amortized cost method of valuation may result in the value of a security being higher or lower than its actual market value.

In accordance with Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”), investments held by the Funds are carried at “fair value”. As defined by ASC 820, fair value is the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. Various inputs are used in determining the value of the Funds’ investments.

112

 


In addition to defining fair value, ASC 820 established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 – Unadjusted quoted prices in active markets for identical securities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumption about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

Equity securities traded on an exchange or the Nasdaq Stock Market are categorized in Level 1 of the fair value hierarchy to the extent that they are actively traded and valuation adjustments are not applied. Foreign securities that are fair valued in the event that fluctuations in U.S. securities markets exceed a predetermined level or if a foreign market is closed are categorized in Level 2. Corporate and municipal bonds, asset backed, U.S. Government and U.S. Government Agency securities are categorized in Level 2 to the extent that the inputs are observable and timely, otherwise they would be categorized as Level 3. Short-term notes that are valued at amortized cost are categorized in Level 2. Investments in the affiliated unregistered money market fund are categorized as Level 1. Foreign exchange contracts that are considered derivative instruments and are valued at the net unrealized appreciation or depreciation on the instruments are categorized in Level 2. Restricted securities and securities that are fair valued by the Valuation Committee may be categorized in either Level 2 or Level 3 of the fair value hierarchy depending on the relative significance of valuation inputs.

The aggregate value by input level, as of March 31, 2011, for each Fund’s investments is included at the end of each Fund’s portfolio of investments.

In January 2010, FASB released Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). Among the new disclosures and clarifications of existing disclosures ASU No. 2010-06 requires the Funds to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements and to describe the reasons for the transfers. Significance shall be judged with respect to total earnings and total assets or total liabilities. ASU No. 2010-06 requires the Level 3 roll forward reconciliation

113

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

of beginning and ending balances to be prepared on a gross basis, in particular separately presenting information about purchases, sales, issuances, and settlements. ASU No. 2010-06 also requires disclosure of the reasons for significant transfers in and out of Level 3. The Funds adopted ASU No. 2010-06 on January 1, 2010, except for the Level 3 gross basis roll forward reconciliation which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.

B. Federal Income Taxes—No provision has been made for federal income taxes on net income or capital gains since it is the policy of each Fund to continue to comply with the special provisions of the Internal Revenue Code applicable to investment companies, and to make sufficient distributions of income and capital gains (in excess of any available capital loss carryovers) to relieve it from all, or substantially all, such taxes. At September 30, 2010, capital loss carryovers were as follows:

          Year Capital Loss Carryovers Expire            
Fund Total   2011 2012 2013 2014 2015 2016   2017 2018
Government $       5,623,386   $                     — $            308,826 $        1,600,894 $           740,643 $        1,909,473 $          1,063,550 $                    — $                   —
Investment Grade 30,773,711 — — — — 3,567,502 401,409   26,804,800 —
Fund For Income 259,762,605 52,099,335 25,740,298 10,200,012 7,456,986 24,660,250 5,033,118   23,949,720 110,622,886
Total Return 8,644,290 — — — — — —   5,168,651 3,475,639
Value 32,785,545 14,265,890 — — — — —   18,519,655 —
Blue Chip* 85,083,025 70,632,641 — — — — —   12,329,978 2,120,406
Growth & Income 18,969,083 — — — — — —   8,796,265 10,172,818
Global 47,792,818 — — — — — —   18,998,989 28,793,829
Select Growth 94,321,335 — — — — — 2,098,139   48,016,088 44,207,108
Opportunity 6,689,308 — — — — — —   4,904,349 1,784,959
Special Situations 19,696,194 — — — — — —   12,205,466 7,490,728
International 42,081,579 — — — — 82,339 1,552,900   19,541,066 20,905,274

 

*For Blue Chip Fund, $1,445,102 of the $85,083,025 capital loss carryover was acquired on August 10, 2007 in the tax-free reorganization with the First Investors Focused Equity Fund that was approved by the Equity Funds’ Board of Trustees. Due to the reorganization the Fund will have available for utilization $1,445,102 for the taxable year 2011. These capital loss carryovers will expire in 2011 (Note 9).

The Funds recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2008–2010, or expected to be taken in the Funds’ 2011 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal, New York State, New York City and foreign jurisdictions where the Funds make significant investments; however, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

114

 


C. Distributions to Shareholders—Dividends from net investment income of the Government Fund, Investment Grade Fund and Fund For Income are generally declared daily and paid monthly. The Cash Management Fund declares distributions, if any, daily and pays distributions monthly. Distributions are declared from the total of net investment income plus or minus all realized short-term gains and losses on investments. Dividends from net investment income, if any, of Total Return Fund, Value Fund, Blue Chip Fund and Growth & Income Fund are declared and paid quarterly. Dividends from net investment income, if any, of, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund, and International Fund are declared and paid annually. Other than the Cash Management Fund, distributions from net realized capital gains, if any, are normally declared and paid annually. Income dividends and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments for capital loss carryforwards, deferral of wash sales losses, post-October capital losses, net operating losses and foreign currency transactions.

D. Expense Allocation—Expenses directly charged or attributable to a Fund are paid from the assets of that Fund. General expenses of the Trusts are allocated among and charged to the assets of each Fund on a fair and equitable basis, which may be based on the relative assets of each Fund or the nature of the services performed and relative applicability to each Fund.

E. Use of Estimates—The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

F. Foreign Currency Translations—The accounting records of Global Fund and International Fund are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated to U.S. dollars at the date of valuation. Purchases and sales of investment securities, dividend income and certain expenses are translated to U.S. dollars at the rates of exchange prevailing on the respective dates of such transactions.

Global Fund and International Fund do not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. These changes are included with the net realized and unrealized gains and losses from investments.

115

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

Net realized and unrealized gains and losses on foreign currency transactions include gains and losses from the sales of foreign currency and gains and losses on accrued foreign dividends and related withholding taxes.

G. Other—Security transactions are generally accounted for on the first business day following the date the securities are purchased or sold, except for financial reporting purposes, which is trade date. Investments in securities issued on a when-issued or delayed delivery basis are generally reflected in the assets of the Funds on the first business day following the date the securities are purchased and the Funds segregated assets for these transactions. Cost is determined, and gains and losses are based, on the identified cost basis for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Interest income and estimated expenses are accrued daily. Bond discounts and premiums are accreted or amortized using the interest method. The Bank of New York Mellon (“BONY”), custodian for the Income Funds, has provided credits in the amount of $26 against custodian charges based on the uninvested cash balances of the Funds. The Funds reduced expenses through brokerage service arrangements. For the six months ended March 31, 2011, expenses were reduced by $8,893 for the Income Funds and by $20,500 for the Equity Funds under these arrangements.

2. Security Transactions—For the six months ended March 31, 2011, purchases and sales of securities and long-term U.S. Government obligations (excluding U.S. Treasury bills, short-term securities and foreign currencies) were as follows:

        Long-Term U.S.
  Securities   Government Obligations
  Cost of Proceeds   Cost of   Proceeds
Fund Purchases of Sales   Purchases   of Sales
Government $ 79,055,633   $ 73,970,244 $  — $ —
Investment Grade 101,736,221 82,278,556   —   —
Fund For Income 244,179,496 231,603,765   —   —
Total Return 69,722,997 80,051,358   7,042,304   965,870
Value 35,078,895 34,695,031   —   —
Blue Chip 21,582,599 31,097,828   —   —
Growth & Income 102,418,905 88,893,265   —   —
Global 152,261,663 146,644,138   —   —
Select Growth 65,678,552 68,078,801   —   —
Opportunity 87,198,730 87,922,724   —   —
Special Situations 92,153,989 99,423,930   —   —
International 24,828,081 20,290,426   —   —

 

116

 


At March 31, 2011, aggregate cost and net unrealized appreciation of securities for federal income tax purposes were as follows:

    Gross Gross Net
  Aggregate Unrealized Unrealized Unrealized
Fund  Cost  Appreciation  Depreciation  Appreciation
Government $   327,440,440    $     11,953,516 $       1,070,845   $     10,882,671
Investment Grade 391,462,288 24,338,110 1,354,797 22,983,313
Fund For Income 514,361,023 32,179,043 5,258,765 26,920,278
Total Return 357,454,461 78,660,253 8,180,642 70,479,611
Value 329,418,476 80,162,441 16,771,116 63,391,325
Blue Chip 310,440,846 121,495,424 11,453,908 110,041,516
Growth & Income 594,858,586 208,072,459 35,723,829 172,348,630
Global 256,463,718 57,768,237 1,427,551 56,340,686
Select Growth 175,756,819 65,688,746 396,402 65,292,344
Opportunity 389,306,125 156,354,939 17,366,563 138,988,376
Special Situations 263,685,740 100,109,575 2,817,860 97,291,715
International 109,960,605 33,935,281 830,582 33,104,699

 

Certain of the Funds may invest in First Investors Cash Reserve Fund (“Cash Reserve Fund”), an affiliated unregistered money market fund managed by First Investors Management Company, Inc. During the six months ended March 31, 2011, purchases, sales and dividend income earned by the Funds that invested in the Cash Reserve Fund were as follows:

  Value at Purchase Sales Value at Dividend
Fund  9/30/10  Shares/Cost  Shares/Costs  3/31/11  Income
Government $  1,100,000   $  42,625,000 $   43,400,000 $     325,000 $   2,404
Investment Grade 3,650,000 40,775,000 42,175,000 2,250,000 3,169
Fund For Income 17,660,000 85,900,000 87,860,000 15,700,000 7,067
Total Return 5,300,000 47,600,000 31,250,000 21,650,000 5,992
Value 13,780,000 19,370,000 19,095,000 14,055,000 12,455
Blue Chip 3,295,000 18,735,000 20,770,000 1,260,000 2,513
Growth & Income 27,560,000 42,200,000 60,935,000 8,825,000 5,730
Global 9,560,000 46,370,000 46,880,000 9,050,000 7,297
Select Growth 2,135,000 9,390,000 8,380,000 3,145,000 2,182
Opportunity 5,120,000 53,475,000 49,295,000 9,300,000 3,838
Special Situations 11,865,000 53,460,000 40,405,000 24,920,000 19,027
International 2,055,000 13,200,000 14,105,000 1,150,000 1,467

 

117

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

3. Advisory Fee and Other Transactions With Affiliates—Certain officers and trustees of the Trusts are officers and directors of the Trusts’ investment adviser, First Investors Management Company, Inc. (“FIMCO”), their underwriter, First Investors Corporation (“FIC”), their transfer agent, Administrative Data Management Corp. (“ADM”) and/or First Investors Federal Savings Bank (“FIFSB”), custodian of the Funds’ retirement accounts. As of January 19, 2011, FIFSB is no longer an affiliate of the Trusts. Trustees of the Trusts who are not “interested persons” of the Funds as defined in the 1940 Act are remunerated by the Funds. For the six months ended March 31, 2011, total trustees fees accrued by the Income Funds and Equity Funds amounted to $35,672 and $83,231, respectively.

The Investment Advisory Agreements provide as compensation to FIMCO, an annual fee, payable monthly, at the following rates:

Cash Management Fund—.50% of the Fund’s average daily net assets. During the period October 1, 2010 to March 31, 2011, FIMCO has voluntarily waived $274,689 in advisory fees to limit the Fund’s overall expense ratio to .60% on Class A shares and 1.35% on Class B shares. Also, FIMCO has voluntarily waived an additional $52,040 in advisory fees and assumed $207,153 of other expenses to prevent a negative yield on the Fund’s shares.

Government and Investment Grade Funds—.66% on the first $500 million of each Fund’s average daily net assets, declining by .02% on each $500 million thereafter, down to .60% on average daily net assets over $1.5 billion. For the six months ended March 31, 2011, FIMCO has voluntarily waived 16.7% of the .66% annual fee to limit the advisory fee to .55% of each Fund’s average daily net assets.

Fund For Income—.75% on the first $250 million of the Fund’s average daily net assets, .72% on the next $250 million, .69% on the next $250 million, .66% on the next $500 million, declining by .02% on each $500 million thereafter, down to .60% on average daily net assets over $2.25 billion. For the six months ended March 31, 2011, FIMCO has voluntarily waived 6.7% of the .75% annual fee to limit the advisory fee to .70% of the Fund’s average daily net assets.

Total Return, Value, Blue Chip, Growth & Income, Select Growth, and Opportunity Funds—.75% on the first $300 million of each Fund’s average daily net assets, .72% on the next $200 million, .69% on the next $250 million, .66% on the next $500 million, declining by .02% on each $500 million thereafter, down to .60% on average daily net assets over $2.25 billion.

Special Situations Fund— 1% on the first $200 million of the Fund’s average daily net assets, .75% on the next $300 million, .72% on the next $250 million, .69% on

118

 


the next $250 million, .66% on the next $500 million, and .64% on average daily net assets over $1.5 billion. For the six months ended March 31, 2011, FIMCO has voluntarily waived 20% of the 1% annual fee to limit the advisory fee to .80% of the Fund’s average daily net assets.

Global and International Funds—.98% on the first $300 million of each Fund’s average daily net assets, .95% on the next $300 million, .92% on the next $400 million, .90% on the next $500 million and .88% on average daily net assets over $1.5 billion. For the six months ended March 31, 2011, FIMCO has voluntarily waived 3.1% of the .98% annual fee on Global Fund to limit the advisory fee to .95% of the Fund’s average daily net assets.

For the six months ended March 31, 2011, total advisory fees accrued to FIMCO by the Income Funds and Equity Funds were $4,746,437 and $13,164,056, respectively, of which $826,965 and $212,598, respectively, was voluntarily waived by FIMCO as noted above.

For the six months ended March 31, 2011, FIC, as underwriter, received from the Income Funds and Equity Funds $3,309,450 and $8,467,423, respectively, in commissions in connection with the sale of shares of the Funds, after allowing $32,624 and $14,355, respectively, to other dealers. For the six months ended March 31, 2011, shareholder servicing costs for the Income Funds and Equity Funds included $1,226,245 (of which $27,608 was voluntarily waived by ADM on the Cash Management Fund) and $3,513,402, respectively, in transfer agent fees accrued to ADM and $212,516 and $970,391, respectively, in retirement accounts custodian fees accrued to FIFSB.

Pursuant to Distribution Plans adopted under Rule 12b-1 of the 1940 Act, each Fund, other than the Cash Management Fund, is authorized to pay FIC a fee up to .30% of the average daily net assets of the Class A shares and 1% of the average daily net assets of the Class B shares on an annualized basis each fiscal year, payable monthly. The Cash Management Fund is authorized to pay FIC a fee of 1% of the average daily net assets of the Class B shares. The fee consists of a distribution fee and a service fee. The service fee is paid for the ongoing servicing of clients who are shareholders of that Fund. For the six months ended March 31, 2011, total distribution plan fees accrued to FIC by the Income Funds and Equity Funds amounted to $2,042,732 and $5,444,386, respectively.

Muzinich & Co., Inc., serves as investment subadviser to Fund For Income, Wellington Management Company, LLP serves as investment subadviser to Global Fund, Smith Asset Management Group, L.P. serves as investment subadviser to Select Growth Fund, Paradigm Capital Management, Inc. serves as investment

119

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

subadviser to Special Situations Fund and Vontobel Asset Management, Inc. serves as investment subadviser to International Fund. The subadvisers are paid by FIMCO and not by the Funds.

4. Restricted Securities—Certain restricted securities are exempt from the registration requirements under Rule 144A of the Securities Act of 1933 and may only be sold to qualified institutional investors. Unless otherwise noted, these 144A securities are deemed to be liquid. At March 31, 2011, Investment Grade Fund held eighteen 144A securities with an aggregate value of $58,618,813 representing 13.9% of the Fund’s net assets, Fund For Income held ninety-three 144A securities with an aggregate value of $229,146,597 representing 42.3% of the Fund’s net assets, Total Return Fund held seventeen 144A securities with an aggregate value of $17,736,180 representing 4.1% of the Fund’s net assets. Certain restricted securities are exempt from the registration requirements under Section 4(2) of the Securities Act of 1933 and may only be sold to qualified investors. Unless otherwise noted, these section 4(2) securities are deemed to be liquid. At March 31, 2011, Cash Management Fund held eleven Section 4(2) securities with an aggregate value of $39,385,847 representing 28.7% of the Fund’s net assets. These securities are valued as set forth in Note 1A.

5. High Yield Credit Risk—The investments of Fund For Income in high yield securities whether rated or unrated may be considered speculative and subject to greater market fluctuations and risks of loss of income and principal than lower-yielding, higher-rated, fixed-income securities. The risk of loss due to default by the issuer may be significantly greater for holders of high-yielding securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

6. Forward Currency Contracts—Forward currency contracts are obligations to purchase or sell a specific currency for an agreed-upon price at a future date. When the Global Fund and the International Fund purchase or sell foreign securities they may enter into a forward currency contract to attempt to manage exposure to foreign exchange risk between the trade date and the settlement date of such transactions. The Funds could be exposed to risk if counter parties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. Forward currency contracts are “marked-to-market” daily at the applicable translation rate and the resulting unrealized gains or losses are reflected in the Funds’ assets.

120

 


The Global Fund has the following forward currency contracts outstanding at March 31, 2011:

Contracts to Buy     Unrealized
Foreign Currency In Exchange for Settlement Date Gain (Loss)
 
1,025,217 Swedish Krone  US $   161,383 4/1/11 US $(1,133)
683,083 Euro  962,327 4/1/11 (7,039)
64,345 Swiss Franc  69,848 4/4/11 (485)
251,977 British Pound  404,810 4/1/11 904
    $1,598,368   $(7,753)
 
Contracts to Sell     Unrealized
Foreign Currency In Exchange for Settlement Date Gain (Loss)
 
11,231,313 Japanese Yen  US $136,701 4/1/11 US $(1,188)
101,195 British Pound  161,778 4/1/11 432
20,035,448 Japanese Yen  241,042 4/4/11 698
    $539,521   $     (58)
Net Unrealized Loss on Forward Currency Contracts   $(7,811)

 

The International Fund had no forward currency contracts outstanding at March 31, 2011.

7. Foreign Exchange Contracts—The Global Fund and the International Fund may enter into foreign exchange contracts for the purchase or sale of foreign currencies at negotiated rates at future dates. These contracts are considered derivative instruments and are used to decrease exposure to foreign exchange risk associated with foreign currency denominated securities held by the Funds. The Funds could be exposed to risk if counter parties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. Foreign exchange contracts are “marked-to-market” daily at the applicable translation rate and the resulting unrealized gains and losses are reflected in the Funds’ assets.

The Global Fund had no foreign exchange contracts open at March 31, 2011.

121

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

The International Fund had the following foreign exchange contracts open at March 31, 2011:

Contracts to Buy     Unrealized
Foreign Currency In Exchange for Settlement Date Gain (Loss)
 
3,721,000 Euro  US $  5,245,002 4/21/11 US $      35,483
12,460,000 British Pound  20,139,696 6/1/11 (166,946)
3,849,000 Euro  5,435,558 6/1/11 26,573
    $30,820,256   $ (104,890)
 
Contracts to Sell     Unrealized
Foreign Currency In Exchange for Settlement Date Loss
 
3,721,000 Euro  US $  5,122,291 4/21/11 US $   (158,194)
12,460,000 British Pound  19,555,353 6/1/11 (417,397)
3,849,000 Euro  5,082,866 6/1/11 (379,265)
    $29,760,510   $   (954,856)
Net Unrealized Loss on Foreign Exchange Contracts   $(1,059,746)

 

Fair Value of Derivative Instruments—The fair value of International Fund’s derivative instruments as of March 31, 2011, is as follows:

  Assets Derivatives Liability Derivatives
 
Derivatives not accounted Statements of   Statements of  
for as hedging instruments Assets and   Assets and  
under ASC 815 Liabilities Location Value Liabilities Location Value
Foreign exchange contracts: Unrealized   Unrealized  
  appreciation of   depreciation of  
  foreign exchange   foreign exchange  
  contracts $62,056 contracts $1,121,802

 

122

 


The effect of International Fund’s derivative instruments on the Statement of Operations are as follows:

Amount of Realized Gain or Loss Recognized on Derivatives  
Derivatives not accounted Net Realized Loss
for as hedging instruments on Foreign Currency
under ASC 815 Transactions
Foreign currency transactions:  $(1,395,998)
 
Amount of Change in Unrealized Gain or Loss Recognized on Derivatives  
Derivatives not accounted Net Unrealized Depreciation
for as hedging instruments on Foreign Currency
under ASC 815 Transactions
Foreign currency transactions:  $(359,283)

 

8. Capital—The Trusts are authorized to issue an unlimited number of shares of beneficial interest without par value. The Trusts consist of the Funds listed on the cover page, each of which is a separate and distinct series of the Trusts. Each Fund has designated two classes of shares, Class A shares and Class B shares (each, a “Class”). Each share of each Class has an equal beneficial interest in the assets, has identical voting, dividend, liquidation and other rights and is subject to the same terms and conditions except that expenses allocated to a Class may be borne solely by that Class as determined by the Trustees and a Class may have exclusive voting rights with respect to matters affecting only that Class. Cash Management Fund’s Class A and Class B shares are sold without an initial sales charge; however, its Class B shares may only be acquired through an exchange of Class B shares from another First Investors eligible Fund or through the reinvestment of dividends on Class B shares and are generally subject to a contingent deferred sales charge at the rate of 4% in the first year and declining to 0% over a six-year period, which is payable to FIC as underwriter of the Trusts. The Class A and Class B shares sold by the other Funds have a public offering price that reflects different sales charges and expense levels. Class A shares are sold with an initial sales charge of up to 5.75% of the amount invested and together with the Class B shares are subject to distribution plan fees as described in Note 3. Class B shares are sold without an initial sales charge, but are generally subject to a contingent deferred sales charge which declines in steps from 4% to 0% over a six-year period. Class B shares automatically convert into Class A shares after eight years. Realized and unrealized gains or losses, investment income and expenses (other than distribution plan fees) are allocated daily to each class of shares based upon the relative proportion of net assets to each class.

123

 


Notes to Financial Statements (continued)
FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS
March 31, 2011

9. Reorganizations—On August 10, 2007, First Investors Blue Chip Fund (“Blue Chip Fund”) acquired all of the net assets of the First Investors Focused Equity Fund (“Focused Equity Fund”) in connection with a tax-free reorganization that was approved by the Equity Fund’s Board of Trustees.

10. New Accounting Pronouncements—On December 22, 2010, The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President of the United States. The Modernization Act is the first major piece of legislation affecting Regulated Investment Companies (“RICs”) since 1986 and it modernizes several of the federal income and excise tax provisions related to RICs. Some highlights of the enacted provisions are as follows:

New capital losses may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss.

The Modernization Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests. Additionally, the Modernization Act exempts RICs from the preferential dividend rule, and repealed the 60-day designation requirement for certain types of pay-through income and gains.

Finally, the Modernization Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.

Except for the simplification provisions related to RIC qualification, the Modernization Act is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

11. Subsequent Events—Subsequent events occurring after March 31, 2011 have been evaluated for potential impact to this report through the date the financial statements were issued. There were no subsequent events to report that would have a material impact on the Funds’ financial statements.

12. Foresters Transaction—On September 21, 2010, First Investors Consolidated Corporation (“FICC”), the parent company of FIMCO, entered into an agreement with The Independent Order of Foresters (“Foresters”) pursuant to which FICC

124

 


would be acquired by Foresters (the “Transaction”). The Transaction was completed on January 19, 2011, after the parties obtained the required regulatory and shareholder approvals. FICC, FIMCO, First Investors Corporation, the principal underwriter of the First Investors Funds and Administrative Data Management Corp., the transfer agent for the First Investors Funds are now subsidiaries of Foresters. Foresters is a fraternal benefit society with financial services operations in Canada, the United States and the United Kingdom.

13. Litigation—The Value and Blue Chip Funds have received notice that they may be putative members of the proposed defendant class of shareholders in a lawsuit filed in the United States Bankruptcy Court for the District of Delaware on November 1, 2010, by the Official Committee of Unsecured Creditors of the Tribune Company (the “Committee”). The Committee is seeking to recover some or all payments made to beneficial owners of common stock in connection with a leveraged buyout of the Tribune Company, including those made in connection with a 2007 tender offer into which the Value and Blue Chip Funds tendered their shares of common stock of the Tribune Company. The complaint alleges no misconduct by the Funds. The amounts sought from the Value and Blue Chip Funds, excluding interest and court costs, are up to $1,526,566 and $790,772, respectively, representing 0.39% and 0.19% of net assets, respectively, as of March 31, 2011. The Value and Blue Chip Funds cannot predict the outcome of this proceeding, and thus have not accrued any of the amounts sought by the Committee in this matter in the accompanying financial statements. In addition, a Tribune Company bondholders’ group has been granted its motion to file an action or actions against former Tribune Company shareholders who tendered their shares of common stock in the leveraged buyout. The extent of the Funds’ potential liability in any such action has not been determined. The Funds have been advised by counsel that the Funds could be held liable to return all of part of the proceeds received in any of these actions, even though the Funds had no knowledge of, or participation in, any misconduct.

125

 


Financial Highlights
FIRST INVESTORS INCOME FUNDS

The following table sets forth the per share operating performance data for a share outstanding,
total return, ratios to average net assets and other supplemental data for each fiscal period indicated.

 
    P E R  S H A R E  D A T A   R A T I O S / S U P P L E M E N T A L  D A T A  
                      Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset       Net Realized                   Net Asset       Assets**   Waived or Assumed      
    Value,   Net   and Unrealized     Total from   Net Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Investment   Gain (Loss) on     Investment   Investment Realized   Total   End of Total    End of Period After Fee   Before Fee   Investment       Investment   Turnover  
    of Period   Income   Investments     Operations   Income Gain   Distributions   Period   Return *  (in millions) Credits   Credits (a)  Income   Expenses   Income (Loss)   Rate  
 
CASH MANAGEMENT FUND                                                      
 
Class A                                                              
2006 $ 1.00 $.038   —   $.038 $.038 — $.038 $ 1.00 3.89 % $200 .78 % .79 % 3.85 % 1.01 % 3.62 % —  
2007   1.00   .045   —     .045   .045 —   .045   1.00 4.59   218 .80   .81   4.51   .93   4.38   —  
2008   1.00   .027   —     .027   .027 —   .027   1.00 2.69   234 .80   .80   2.63   .92   2.51   —  
2009   1.00   .005   —     .005   .005 —   .005   1.00 0.54   172 .71   .71   .58   1.03   .26   —  
2010   1.00   —   —     —   — —   —   1.00 0.00   134 .30   .30   .00   1.08   (.78 ) —  
2011(b)   1.00   —   —     —   — —   —   1.00 0.00   136 .21 † .22 † .00 † 1.07 † (.85 )† —  
Class B                                                              
2006   1.00   .031   —     .031   .031 —   .031   1.00 3.11   3 1.53   1.54   3.10   1.76   2.87   —  
2007   1.00   .037   —     .037   .037 —   .037   1.00 3.81   2 1.55   1.56   3.76   1.68   3.63   —  
2008   1.00   .019   —     .019   .019 —   .019   1.00 1.92   4 1.55   1.55   1.88   1.67   1.76   —  
2009   1.00   .001   —     .001   .001 —   .001   1.00 0.14   3 1.13   1.13   .16   1.78   (.49 ) —  
2010   1.00   —   —     —   — —   —   1.00 0.00   2 .30   .30   .00   1.83   (1.53 ) —  
2011(b)   1.00   —   —     —   — —   —   1.00 0.00   2 .21 † .22 † .00 † 1.82 † (1.60 )† —  
 
GOVERNMENT FUND                                                      
 
Class A                                                              
2006 $10.88 $ .45 $(.13 ) $ .32 $ .49 — $ .49 $10.71 3.02 % $186 1.10 % 1.11 % 4.14 % 1.35 % 3.89 % 43 %
2007   10.71   .49   (.06 )   .43   .50 —   .50   10.64 4.07   199 1.10   1.11   4.62   1.24   4.48   23  
2008   10.64   .49   .11     .60   .48 —   .48   10.76 5.73   228 1.10   1.10   4.29   1.24   4.15   37  
2009   10.76   .47   .44     .91   .47 —   .47   11.20 8.59   287 1.10   1.10   4.03   1.26   3.87   43  
2010   11.20   .43   .16     .59   .43 —   .43   11.36 5.39   326 1.13   1.13   3.44   1.24   3.33   42  
2011(b)   11.36   .18   (.05 )   .13   .20 —   .20   11.29 1.18   329 1.12 † 1.13 † 3.11 † 1.24 † 3.00 † 22  
Class B                                                              
2006   10.87   .36   (.12 )   .24   .40 —   .40   10.71 2.32   13 1.85   1.86   3.39   2.10   3.14   43  
2007   10.71   .41   (.06 )   .35   .42 —   .42   10.64 3.33   12 1.82   1.83   3.90   1.96   3.76   23  
2008   10.64   .41   .12     .53   .41 —   .41   10.76 4.99   12 1.80   1.80   3.59   1.94   3.45   37  
2009   10.76   .39   .43     .82   .39 —   .39   11.19 7.75   13 1.80   1.80   3.33   1.96   3.17   43  
2010   11.19   .35   .17     .52   .36 —   .36   11.35 4.70   11 1.83   1.83   2.74   1.94   2.63   42  
2011(b)   11.35   .13   (.03 )   .10   .17 —   .17   11.28 .85   9 1.82 † 1.83 † 2.41 † 1.94 † 2.30 † 22  
 

 

126 127

 


Financial Highlights (continued)
FIRST INVESTORS INCOME FUNDS

 
    P E R  S H A R E  D A T A   R A T I O S / S U P P L E M E N T A L  D A T A  
                      Less Distributions                             Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset       Net Realized                   Net Asset       Assets**   Waived or Assumed      
    Value,   Net   and Unrealized     Total from   Net Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Investment   Gain (Loss) on     Investment   Investment Realized   Total   End of Total   End of Period After Fee   Before Fee   Investment       Investment   Turnover  
    of Period   Income   Investments     Operations   Income Gain   Distributions   Period Return * (in millions) Credits   Credits (a) Income   Expenses   Income   Rate  
INVESTMENT GRADE FUND                                                      
 
Class A                                                              
2006 $9.76 $.44 $ (.19 ) $ .25   $.49 — $.49 $9.52 2.69 % $231 1.10 % 1.11 % 4.35 % 1.27 % 4.18 % 74 %
2007   9.52   .45   (.09 )   .36   .46 —   .46   9.42 3.91   271 1.10   1.11   4.58   1.22   4.46   50  
2008   9.42   .48   (1.20 )   (.72 ) .47 —   .47   8.23 (8.12 ) 268 1.10   1.10   4.80   1.23   4.67   127  
2009   8.23   .49   .85     1.34   .47 —   .47   9.10 17.06   325 1.10   1.10   5.29   1.27   5.12   79  
2010   9.10   .44   .72     1.16   .45 —   .45   9.81 13.09   405 1.12   1.12   4.75   1.23   4.64   56  
2011(b)   9.81   .22   (.31 )   (.09 ) .21 —   .21   9.51 (.89 ) 409 1.11 † 1.11 † 4.04 † 1.22 † 3.93 † 20  
Class B                                                              
2006   9.75   .30   (.12 )   .18   .42 —   .42   9.51 1.92   24 1.85   1.86   3.60   2.02   3.43   74  
2007   9.51   .35   (.05 )   .30   .40 —   .40   9.41 3.17   22 1.82   1.83   3.86   1.94   3.74   50  
2008   9.41   .42   (1.21 )   (.79 ) .40 —   .40   8.22 (8.78 ) 17 1.80   1.80   4.10   1.93   3.97   127  
2009   8.22   .44   .85     1.29   .40 —   .40   9.11 16.35   16 1.80   1.80   4.59   1.97   4.42   79  
2010   9.11   .39   .70     1.09   .39 —   .39   9.81 12.20   14 1.82   1.82   4.05   1.93   3.94   56  
2011(b)   9.81   .19   (.31 )   (.12 ) .18 —   .18   9.51 (1.21 ) 12 1.81 † 1.81 † 3.34 † 1.92 † 3.23 † 20  
 
FUND FOR INCOME                                                  
 
Class A                                                              
2006 $3.07 $.22 $(.06 ) $.16   $.22 — $.22 $3.01 5.40 % $555 1.30 % 1.31 % 7.28 % N/A   N/A   28 %
2007   3.01   .21   (.02 )   .19   .21 —   .21   2.99 6.38   563 1.28   1.29   7.00   N/A   N/A   34  
2008   2.99   .21   (.54 )   (.33 ) .21 —   .21   2.45 (11.58 ) 460 1.29   1.29   7.40   1.30   7.39   17  
2009   2.45   .20   (.13 )   .07   .20 —   .20   2.32 4.28   438 1.38   1.38   9.10   1.42   9.06   73  
2010   2.32   .17   .18     .35   .18 —   .18   2.49 15.68   505 1.29   1.29   7.32   1.33   7.28   78  
2011(b)   2.49   .09   .06     .15   .09 —   .09   2.55 5.98   532 1.27 † 1.27 † 6.63 † 1.30 † 6.60 † 45  
Class B                                                              
2006   3.06   .20   (.06 )   .14   .20 —   .20   3.00 4.64   31 2.00   2.01   6.58   N/A   N/A   28  
2007   3.00   .19   (.01 )   .18   .19 —   .19   2.99 5.99   25 1.98   1.99   6.30   N/A   N/A   34  
2008   2.99   .19   (.54 )   (.35 ) .19 —   .19   2.45 (12.25 ) 15 1.99   1.99   6.70   2.00   6.69   17  
2009   2.45   .19   (.13 )   .06   .18 —   .18   2.33 3.75   12 2.08   2.08   8.40   2.12   8.36   73  
2010   2.33   .16   .16     .32   .16 —   .16   2.49 14.43   11 1.99   1.99   6.62   2.03   6.58   78  
2011(b)   2.49   .08   .06     .14   .08 —   .08   2.55 5.66   10 1.97 † 1.97 † 5.93 † 2.00 † 5.90 † 45  

 

* Calculated without sales charges.
** Net of expenses waived or assumed by FIMCO and ADM (Note 3).
† Annualized.
(a) The ratios do not include a reduction of expenses from cash balances maintained with the custodian
or from brokerage service arrangements (Note 1G).
(b) For the period October 1, 2010 to March 31, 2011.

128 See notes to financial statements 129

 


Financial Highlights
FIRST INVESTORS EQUITY FUNDS

The following table sets forth the per share operating performance data for a share outstanding,
total return, ratios to average net assets and other supplemental data for each period indicated.

 
 
    P E R  S H A R E  D A T A   R A T I O S / S U P P L E M E N T A L  D A T A  
                      Less Distributions                           Ratio to Average Net      
        Investment Operations   from               Ratio to Average Net   Assets Before Expenses      
    Net Asset       Net Realized                   Net Asset       Assets**   Waived or Assumed      
    Value,   Net   and Unrealized     Total from   Net Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Investment   Gain (Loss) on     Investment   Investment Realized   Total   End of Total    End of Period After Fee   Before Fee   Investment       Investment   Turnover  
    of Period   Income   Investments     Operations   Income Gain   Distributions   Period Return * (in millions) Credits   Credits (a) Income   Expenses   Income   Rate  
 
TOTAL RETURN FUND                                                      
 
Class A                                                              
2006 $13.93 $.23 $ .64   $ .87   $.23 $— $.23 $14.57 6.24 % $312 1.37 % 1.38 % 1.63 % 1.44 % 1.57 % 57 %
2007   14.57   .29   1.40     1.69   .30 .10   .40   15.86 11.68   355 1.32   1.33   2.05   N/A   N/A   40  
2008   15.86   .36   (2.31 )   (1.95 ) .37 .30   .67   13.24 (12.66 ) 304 1.34   1.34   2.32   N/A   N/A   59  
2009   13.24   .30   .03     .33   .32 —   .32   13.25 2.77   316 1.43   1.43   2.35   N/A   N/A   53  
2010   13.25   .28   .95     1.23   .29 —   .29   14.19 9.38   361 1.37   1.37   2.02   N/A   N/A   40  
2011(b)   14.19   .18   1.33     1.51   .20 —   .20   15.50 10.70   413 1.34 † 1.34 † 2.35 † N/A   N/A   19  
Class B                                                              
2006   13.73   .13   .63     .76   .13 —   .13   14.36 5.53   36 2.07   2.08   .93   2.14   .87   57  
2007   14.36   .14   1.42     1.56   .19 .10   .29   15.63 10.93   34 2.02   2.03   1.35   N/A   N/A   40  
2008   15.63   .26   (2.29 )   (2.03 ) .27 .30   .57   13.03 (13.35 ) 25 2.04   2.04   1.62   N/A   N/A   59  
2009   13.03   .21   .03     .24   .23 —   .23   13.04 2.10   21 2.13   2.13   1.65   N/A   N/A   53  
2010   13.04   .18   .94     1.12   .20 —   .20   13.96 8.62   17 2.07   2.07   1.32   N/A   N/A   40  
2011(b)   13.96   .12   1.32     1.44   .15 —   .15   15.25 10.34   17 2.04 † 2.04 † 1.66 † N/A   N/A   19  
 
VALUE FUND                                                          
 
Class A                                                              
2006 $ 6.61 $.09 $ .78   $ .87   $.08 — $.08 $ 7.40 13.22 % $337 1.39 % 1.40 % 1.29 % N/A   N/A   15 %
2007   7.40   .10   .74     .84   .10 —   .10   8.14 11.36   414 1.32   1.33   1.34   N/A   N/A   8  
2008   8.14   .12   (1.49 )   (1.37 ) .12 —   .12   6.65 (16.91 ) 334 1.35   1.35   1.62   N/A   N/A   17  
2009   6.65   .11   (.64 )   (.53 ) .11 —   .11   6.01 (7.81 ) 308 1.48   1.48   2.14   N/A   N/A   15  
2010   6.01   .09   .49     .58   .09 —   .09   6.50 9.76   335 1.38   1.38   1.45   N/A   N/A   21  
2011(b)   6.50   .06   .87     .93   .06 —   .06   7.37 14.38   380 1.34 † 1.34 † 1.78 † N/A   N/A   10  
Class B                                                              
2006   6.51   .04   .76     .80   .03 —   .03   7.28 12.34   28 2.09   2.10   .59   N/A   N/A   15  
2007   7.28   .05   .72     .77   .04 —   .04   8.01 10.64   27 2.02   2.03   .64   N/A   N/A   8  
2008   8.01   .07   (1.46 )   (1.39 ) .07 —   .07   6.55 (17.42 ) 17 2.05   2.05   .92   N/A   N/A   17  
2009   6.55   .08   (.64 )   (.56 ) .07 —   .07   5.92 (8.43 ) 12 2.18   2.18   1.44   N/A   N/A   15  
2010   5.92   .05   .48     .53   .05 —   .05   6.40 8.97   11 2.08   2.08   .75   N/A   N/A   21  
2011(b)   6.40   .04   .85     .89   .04 —   .04   7.25 13.90   11 2.04 † 2.04 † 1.08 † N/A   N/A   10  

 

130 131

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

 
    P E R  S H A R E  D A T A   R A T I O S / S U P P L E M E N T A L  D A T A  
                                                    Ratio to Average Net      
          Less Distributions               Ratio to Average Net   Assets Before Expenses      
        Investment Operations   from               Assets**   Waived or Assumed      
    Net Asset   Net     Net Realized                   Net Asset                              
    Value,   Investment     and Unrealized     Total from   Net Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Income     Gain (Loss) on     Investment   Investment Realized   Total   End of Total   End of Period After Fee   Before Fee   Investment       Investment   Turnover  
    of Period   (Loss)     Investments     Operations   Income Gain   Distributions   Period Return *  (in millions) Credits   Credits (a) Income (Loss)   Expenses   Income (Loss)   Rate  
 
 
BLUE CHIP                                                            
 
Class A                                                                
2006 $20.60 $.10   $1.82   $1.92   $.07 — $.07 $22.45 9.31 % $438 1.46 % 1.46 % .47 % 1.50 % .43 % 6 %
2007   22.45   .15     3.17     3.32   .13 —   .13   25.64 14.81   526 1.39   1.39   .65   N/A   N/A   3  
2008   25.64   .21     (5.18 )   (4.97 ) .19 —   .19   20.48 (19.43 ) 396 1.40   1.41   .86   N/A   N/A   8  
2009   20.48   .21     (1.95 )   (1.74 ) .20 —   .20   18.54 (8.36 ) 357 1.57   1.57   1.27   N/A   N/A   11  
2010   18.54   .17     1.01     1.18   .20 —   .20   19.52 6.36   367 1.46   1.46   .86   N/A   N/A   19  
2011(b)   19.52   .10     2.62     2.72   .10 —   .10   22.14 13.97   408 1.42 † 1.42 † .90 † N/A   N/A   5  
Class B                                                                
2006   19.30   (.08 )   1.72     1.64   — —   —   20.94 8.50   44 2.16   2.16   (.23 ) 2.20   (.27 ) 6  
2007   20.94   (.06 )   3.00     2.94   — —   —   23.88 14.04   46 2.09   2.09   (.05 ) N/A   N/A   3  
2008   23.88   .03     (4.80 )   (4.77 ) .04 —   .04   19.07 (20.00 ) 27 2.10   2.11   .16   N/A   N/A   8  
2009   19.07   .09     (1.82 )   (1.73 ) .09 —   .09   17.25 (9.00 ) 18 2.27   2.27   .57   N/A   N/A   11  
2010   17.25   .02     .95     .97   .07 —   .07   18.15 5.63   14 2.16   2.16   .16   N/A   N/A   19  
2011(b)   18.15   .02     2.44     2.46   .03 —   .03   20.58 13.59   14 2.12 † 2.12 † .20 † N/A   N/A   5  
 
GROWTH & INCOME FUND                                                        
 
Class A                                                                
2006 $13.67 $.05   $1.05   $1.10   $.05 $— $.05 $14.72 8.06 % $671 1.37 % 1.37 % .35 % N/A   N/A   34 %
2007   14.72   .08     2.37     2.45   .07 .24   .31   16.86 16.78   808 1.32   1.32   .54   N/A   N/A   23  
2008   16.86   .14     (3.66 )   (3.52 ) .11 .23   .34   13.00 (21.23 ) 623 1.35   1.35   .94   N/A   N/A   24  
2009   13.00   .09     (1.02 )   (.93 ) .14 .02   .16   11.91 (6.93 ) 578 1.51   1.51   .90   N/A   N/A   26  
2010   11.91   .09     .98     1.07   .07 —   .07   12.91 9.01   626 1.39   1.39   .68   N/A   N/A   25  
2011(b)   12.91   .12     2.34     2.46   .13 —   .13   15.24 19.14   746 1.34 † 1.34 † 1.75 † N/A   N/A   13  
Class B                                                                
2006   13.06   (.12 )   1.07     .95   — —   —   14.01 7.28   72 2.07   2.07   (.35 ) N/A   N/A   34  
2007   14.01   (.13 )   2.35     2.22   — .24   .24   15.99 15.98   67 2.02   2.02   (.16 ) N/A   N/A   23  
2008   15.99   .03     (3.47 )   (3.44 ) .02 .23   .25   12.30 (21.82 ) 41 2.05   2.05   .24   N/A   N/A   24  
2009   12.30   .01     (.97 )   (.96 ) .10 .02   .12   11.22 (7.59 ) 30 2.21   2.21   .20   N/A   N/A   26  
2010   11.22   (.03 )   .95     .92   — —   —   12.14 8.23   26 2.09   2.09   (.02 ) N/A   N/A   25  
2011(b)   12.14   .07     2.21     2.28   .09 —   .09   14.33 18.80   27 2.04 † 2.04 † 1.06 † N/A   N/A   13  

 

132 133

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

 
    P E R  S H A R E  D A T A   R A T I O S / S U P P L E M E N T A L  D A T A  
                Less Distributions                               Ratio to Average Net      
        Investment Operations   from                   Ratio to Average Net   Assets Before Expenses      
    Net Asset   Net   Net Realized           Distributions       Net Asset         Assets**   Waived or Assumed      
    Value,   Investment   and Unrealized   Total from   Net Net   in Excess of       Value,     Net Assets  Net Expenses    Net Expenses   Net       Net   Portfolio  
    Beginning   Income   Gain (Loss) on   Investment   Investment Realized   Net Investment   Total   End of Total   End of Period After Fee   Before Fee   Investment       Investment   Turnover  
    of Period   (Loss)   Investments   Operations   Income Gain   Income   Distributions   Period Return *  (in millions) Credits   Credits (a) Income (Loss)   Expenses   Income (Loss)   Rate  
 
GLOBAL FUND                                                                
 
Class A                                                                    
2006 $7.06 $.01   $ .71   $ .72   $.02 $  — $— $ .02 $7.76 10.15 % $260 1.77 % 1.77 % .14 % N/A   N/A   105 %
2007   7.76   —     1.87     1.87   .05 .76   —   .81   8.82 26.43   323 1.70   1.70   (.07 ) 1.70 % (.07 )% 134  
2008   8.82   .03     (1.97 )   (1.94 ) .01 1.12   —   1.13   5.75 (25.44 ) 249 1.70   1.70   .39   1.73   .36   133  
2009   5.75   .02     —     .02   .02 —   .02   .04   5.73 .53   249 1.90   1.90   .38   1.93   .35   141  
2010   5.73   —     .42     .42   .01 —   —   .01   6.14 7.33   269 1.72   1.72   .04   1.75   .01   92  
2011(b)   6.14   (.01 )   .79     .78   — —   —   —   6.92 12.70   304 1.66 † 1.66 † (.16 )† 1.69 † (.19 )† 51  
Class B                                                                    
2006   6.52   (.05 )   .67     .62   — —   —   —   7.14 9.51   14 2.47   2.47   (.56 ) N/A   N/A   105  
2007   7.14   (.16 )   1.81     1.65   .05 .76   —   .81   7.98 25.57   14 2.40   2.40   (.77 ) 2.40   (.77 ) 134  
2008   7.98   (.02 )   (1.75 )   (1.77 ) — 1.12   —   1.12   5.09 (25.91 ) 9 2.40   2.40   (.31 ) 2.43   (.34 ) 133  
2009   5.09   (.03 )   —     (.03 ) .01 —   .02   .03   5.03 (.37 ) 7 2.60   2.60   (.32 ) 2.63   (.35 ) 141  
2010   5.03   (.06 )   .39     .33   — —   —   —   5.36 6.56   7 2.42   2.42   (.66 ) 2.45   (.69 ) 92  
2011(b)   5.36   (.05 )   .72     .67   — —   —   —   6.03 12.50   7 2.36 † 2.36 † (.87 )† 2.39 † (.90 )† 51  
 
SELECT GROWTH FUND††                                                        
 
Class A                                                                    
2006 $8.82 $(.06 ) $ .50   $ .44   — $  —   — $ — $ 9.26 4.99 % $195 1.53 % 1.53 % (.65 )% N/A   N/A   107 %
2007   9.26   (.04 )   1.75     1.71   — .76   —   .76   10.21 19.81   243 1.47   1.47   (.46 ) N/A   N/A   169  
2008   10.21   (.04 )   (2.06 )   (2.10 ) — 1.42   —   1.42   6.69 (23.84 ) 207 1.46   1.47   (.52 ) N/A   N/A   99  
2009   6.69   (.02 )   (1.34 )   (1.36 ) — —   —   —   5.33 (20.33 ) 170 1.67   1.67   (.51 ) N/A   N/A   120  
2010   5.33   (.03 )   .49     .46   — —   —   —   5.79 8.63   184 1.56   1.56   (.48 ) N/A   N/A   98  
2011(b)   5.79   (.01 )   1.53     1.52   — —   —   —   7.31 26.25   232 1.46 † 1.46 † (.22 )† N/A   N/A   31  
Class B                                                                    
2006   8.52   (.12 )   .49     .37   — —   —   —   8.89 4.34   23 2.23   2.23   (1.35 ) N/A   N/A   107  
2007   8.89   (.11 )   1.68     1.57   — .76   —   .76   9.70 19.00   25 2.17   2.17   (1.16 ) N/A   N/A   169  
2008   9.70   (.09 )   (1.94 )   (2.03 ) — 1.42   —   1.42   6.25 (24.43 ) 18 2.16   2.17   (1.22 ) N/A   N/A   99  
2009   6.25   (.06 )   (1.25 )   (1.31 ) — —   —   —   4.94 (20.96 ) 10 2.37   2.37   (1.21 ) N/A   N/A   120  
2010   4.94   (.07 )   .46     .39   — —   —   —   5.33 7.90   8 2.26   2.26   (1.18 ) N/A   N/A   98  
2011(b)   5.33   (.03 )   1.41     1.38   — —   —   —   6.71 25.89   9 2.16 † 2.16 † (.92 )† N/A   N/A   31  

 

134 135

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

 
    P E R  S H A R E  D A T A   R A T I O S / S U P P L E M E N T A L  D A T A  
                                                  Ratio to Average Net      
          Less Distributions               Ratio to Average Net   Assets Before Expenses      
        Investment Operations   from                   Assets**       Waived or Assumed      
    Net Asset   Net     Net Realized                   Net Asset                              
    Value,   Investment     and Unrealized     Total from   Net Net       Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Income     Gain (Loss) on     Investment   Investment Realized   Total   End of Total   End of Period After Fee   Before Fee   Investment       Investment   Turnover  
    of Period   (Loss)     Investments     Operations   Income Gain   Distributions   Period Return * (in millions) Credits   Credits (a) Income (Loss)   Expenses   Income (Loss)   Rate  
 
OPPORTUNITY FUND†††                                                        
 
Class A                                                                
2006 $28.24 $(.09 ) $ .77   $ .68   $— $ .78 $ .78 $28.14 2.58 % $435 1.44 % 1.44 % (.33 )% 1.47 % (.36 )% 55 %
2007   28.14   .16     4.35     4.51   — 1.33   1.33   31.32 16.57   481 1.38   1.38   .52   N/A   N/A   50  
2008   31.32 —     (5.53 )   (5.53 ) .14 2.66   2.80   22.99 (19.40 ) 377 1.39   1.40   (.01 ) N/A   N/A   40  
2009   22.99   .01     (1.61 )   (1.60 ) — .63   .63   20.76 (6.24 ) 355 1.58   1.58   .09   N/A   N/A   35  
2010   20.76   .05     2.65     2.70   — —   —   23.46 13.01   402 1.44   1.44   .24   N/A   N/A   40  
2011(b)   23.46   .16     5.70     5.86   .05 —   .05   29.27 24.98   506 1.37 † 1.37 † 1.18 † N/A   N/A   18  
Class B                                                                
2006   26.06   (.29 )   .73     .44   — .78   .78   25.72 1.85   51 2.14   2.14   (1.03 ) 2.17   (1.06 ) 55  
2007   25.72   (.05 )   3.97     3.92   — 1.33   1.33   28.31 15.80   50 2.08   2.08   (.18 ) N/A   N/A   50  
2008   28.31   (.21 )   (4.89 )   (5.10 ) .14 2.66   2.80   20.41 (19.99 ) 32 2.09   2.10   (.71 ) N/A   N/A   40  
2009   20.41   (.10 )   (1.47 )   (1.57 ) — .63   .63   18.21 (6.90 ) 23 2.28   2.28   (.61 ) N/A   N/A   35  
2010   18.21   (.14 )   2.37     2.23   — —   —   20.44 12.25   20 2.14   2.14   (.52 ) N/A   N/A   40  
2011(b)   20.44   .02     5.00     5.02   .01 —   .01   25.45 24.55   22 2.07 † 2.07 † .49 † N/A   N/A   18  
 
SPECIAL SITUATIONS FUND                                                        
 
Class A                                                                
2006 $20.44 $.11   $2.07   $2.18   $— $ — $ — $22.62 10.67 % $249 1.53 % 1.53 % (.49 )% 1.73 % (.69 )% 48 %
2007   22.62   (.06 )   3.59     3.53   — 1.88   1.88   24.27 16.30   295 1.46   1.46   (.27 ) 1.61   (.42 ) 64  
2008   24.27   .03     (2.93 )   (2.90 ) — 1.22   1.22   20.15 (12.67 ) 258 1.49   1.50   .14   1.61   .02   52  
2009   20.15   .03     (1.23 )   (1.20 ) .02 .53   .55   18.40 (5.28 ) 246 1.64   1.64   .22   1.82   .04   55  
2010   18.40   (.05 )   2.31     2.26   — —   —   20.66 12.28   274 1.52   1.52   (.28 ) 1.65   (.41 ) 64  
2011(b)   20.66   .04     5.63     5.67   — —   —   26.33 27.45   351 1.44 † 1.44 † .30 † 1.54 † .20 † 31  
Class B                                                                
2006   18.72   (.26 )   2.11     1.85   — —   —   20.57 9.88   18 2.23   2.23   (1.19 ) 2.43   (1.39 ) 48  
2007   20.57   (.22 )   3.26     3.04   — 1.88   1.88   21.73 15.48   18 2.16   2.16   (.97 ) 2.31   (1.12 ) 64  
2008   21.73   (.13 )   (2.57 )   (2.70 ) — 1.22   1.22   17.81 (13.26 ) 12 2.19   2.20   (.56 ) 2.31   (.68 ) 52  
2009   17.81   (.10 )   (1.09 )   (1.19 ) — .53   .53   16.09 (5.99 ) 9 2.34   2.34   (.48 ) 2.52   (.66 ) 55  
2010   16.09   (.25 )   2.11     1.86   — —   —   17.95 11.56   8 2.22   2.22   (.94 ) 2.35   (1.07 ) 64  
2011(b)   17.95   (.04 )   4.88     4.84   — —   —   22.79 29.96   8 2.14 † 2.14 † (.38 )† 2.24 † (.48 )† 31  

 

136 137

 


Financial Highlights (continued)
FIRST INVESTORS EQUITY FUNDS

 
    P E R  S H A R E  D A T A   R A T I O S / S U P P L E M E N T A L  D A T A  
                                                Ratio to Average Net      
          Less Distributions             Ratio to Average Net   Assets Before Expenses      
        Investment Operations   from             Assets**   Waived or Assumed      
    Net Asset   Net     Net Realized                 Net Asset                              
    Value,   Investment     and Unrealized     Total from   Net Net     Value,     Net Assets Net Expenses   Net Expenses   Net       Net   Portfolio  
    Beginning   Income     Gain (Loss) on     Investment   Investment Realized   Total End of Total    End of Period After Fee   Before Fee   Investment       Investment   Turnover  
    of Period   (Loss)     Investments     Operations   Income Gain   Distributions Period Return * (in millions) Credits   Credits (a) Income (Loss)   Expenses     Income (Loss)   Rate  
 
INTERNATIONAL FUND                                                      
 
Class A                                                              
2006(c) $10.00 $—   $ .71   $ .71   $— $— $— $10.71 7.10 % $ 19 2.35 %† 2.35 %† .15 %† 5.65 %† (3.15 )%†  9 %
2007   10.71   .08     2.46     2.54   — .07   .07 13.18 23.84   96 2.50   2.50   (.05 ) 2.35   .10   67  
2008   13.18   .07     (3.45 )   (3.38 ) — .32   .32 9.48 (26.37 ) 105 1.95   1.95   .20   1.94   .20   122  
2009   9.48   .29     (.74 )   (.45 ) .13 —   .13 8.90 (4.52 ) 108 2.20   2.20   1.16   N/A   N/A   60  
2010   8.90   .15     1.15     1.30   .02 —   .02 10.18 14.63   130 1.97   1.97   1.33   N/A   N/A   32  
2011(b)   10.18   .03     .42     .45   .17 —   .17 10.46 4.49   140 1.92 † 1.92 † .62 † N/A   N/A   15  
Class B                                                              
2006(c)   10.00   (.01 )   .71     .70   — —   — 10.70 7.00   1 3.05 † 3.05 † (.55 )† 6.35 † (3.85 )† 9  
2007   10.70   —     2.44     2.44   — .07   .07 13.07 22.93   4 3.20   3.20   (.75 ) 3.05   (.60 ) 67  
2008   13.07   (.02 )   (3.40 )   (3.42 ) — .32   .32 9.33 (26.91 ) 4 2.65   2.65   (.50 ) 2.64   (.50 ) 122  
2009   9.33   .22     (.72 )   (.50 ) .12 —   .12 8.71 (5.19 ) 3 2.90   2.90   .46   N/A   N/A   60  
2010   8.71   .08     1.12     1.20   — —   — 9.91 13.78   4 2.67   2.67   .59   N/A   N/A   32  
2011(b)   9.91   (.01 )   .43     .42   .16 —   .16 10.17 4.23   4 2.62 † 2.62 † (.13 )† N/A   N/A   15  

 

* Calculated without sales charges.
** Net of expenses waived or assumed by FIMCO (Note 3).
† Annualized
Prior to May 7, 2007, known as All-Cap Growth Fund.
Prior to January 31, 2008, known as Mid-Cap Opportunity Fund.
(a) The ratios do not include a reduction of expenses from cash balances maintained with the custodian
or from brokerage service arrangements (Note 1G).
(b) For the period October 1, 2010 to March 31, 2011.
(c) For the period June 27, 2006 (commencement of operations) to September 30, 2006.

138 139

 


Report of Independent Registered Public
Accounting Firm

To the Shareholders and Board of Trustees of
First Investors Income Funds and First Investors Equity Funds

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments of the Cash Management Fund, Government Fund, Investment Grade Fund and Fund For Income (each a series of First Investors Income Funds), and the Total Return Fund, Value Fund, Blue Chip Fund, Growth & Income Fund, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund, and International Fund (each a series of First Investors Equity Funds), as of March 31, 2011, the related statements of operations, the statements of changes in net assets, and the financial highlights for each of the periods indicated thereon. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2011, by correspondence with the custodian and brokers. Where brokers have not replied to our confirmation requests, we have carried out other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

140

 


In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Cash Management Fund, Government Fund, Investment Grade Fund, Fund For Income, Total Return Fund, Value Fund, Blue Chip Fund, Growth & Income Fund, Global Fund, Select Growth Fund, Opportunity Fund, Special Situations Fund and International Fund, as of March 31, 2011, and the results of their operations, changes in their net assets, and their financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Tait, Weller & Baker LLP

 

Philadelphia, Pennsylvania
May 27, 2011

 

 

 

 

 

 

 

 

141

 


FIRST INVESTORS INCOME FUNDS
FIRST INVESTORS EQUITY FUNDS

Trustees
———————————————————
Charles R. Barton, III
 
Stefan L. Geiringer
 
Robert M. Grohol
 
Christopher H. Pinkerton
 
Arthur M. Scutro, Jr.
 
Mark R. Ward
 
Officers
———————————————————
Christopher H. Pinkerton
President
 
Marc S. Milgram
Chief Compliance Officer
 
Joseph I. Benedek
Treasurer
 
Mark S. Spencer
Assistant Treasurer
 
Mary C. Carty
Secretary
 
Carol Lerner Brown
Assistant Secretary

 

142

 


Shareholder Information  
———————————————————  
Investment Adviser Underwriter
First Investors Management First Investors Corporation
Company, Inc. 110 Wall Street
110 Wall Street New York, NY 10005
New York, NY 10005  
 
Subadviser Custodian
(Fund For Income) (Income Funds)
Muzinich & Co., Inc. The Bank of New York Mellon
450 Park Avenue One Wall Street
New York, NY 10022 New York, NY 10286
 
Subadviser Custodian
(Global Fund) (Equity Funds)
Wellington Management Company, LLP Brown Brothers Harriman & Co.
280 Congress Street 40 Water Street
Boston, MA 02210 Boston, MA 02109
 
Subadviser Transfer Agent
(Select Growth Fund) Administrative Data Management Corp.
Smith Asset Management Group, L.P. Raritan Plaza I – 8th Floor
100 Crescent Court Edison, NJ 08837-3620
Dallas, TX 75201  
 
Subadviser Independent Registered Public
(Special Situations Fund) Accounting Firm
Paradigm Capital Management, Inc. Tait, Weller & Baker LLP
Nine Elk Street 1818 Market Street
Albany, NY 12207 Philadelphia, PA 19103
 
Subadviser Legal Counsel
(International Fund) K&L Gates LLP
Vontobel Asset Management, Inc. 1601 K Street, N.W.
1540 Broadway Washington, DC 20006
New York, NY 10036  

 

143

 


A description of the policies and procedures that the Funds use to vote proxies relating to a portfolio’s securities is available, without charge, upon request by calling toll free 1-800-423-4026 or can be viewed online or downloaded from the EDGAR database on the Securities and Exchange Commission’s (“SEC”) internet website at http://www.sec.gov. In addition, information regarding how the funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available, without charge, upon request in writing or by calling 1-800-423-4026 and on the SEC’s internet website at http://www.sec.gov.

The Funds file their complete schedule of portfolio holdings with the SEC on Form N-Q for the first and third quarters of each fiscal year. The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov; and may also be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The schedule of portfolio holdings is available, without charge, upon request in writing or by calling 1-800-423-4026.

144

 


NOTES

 

 

 

 

 

 

 

 

145

 




Item 2.  Code of Ethics
 
  Not applicable
 
Item 3.  Audit Committee Financial Expert
 
  Not applicable
 
Item 4.  Principal Accountant Fees and Services
 
  Not applicable
 
Item 5.  Audit Committee of Listed Registrants
 
  Not applicable
 
Item 6.  Schedule of Investments
 
  Schedule of investments is included as part of the report to shareholders filed under
  Item 1 of this Form.
 
Item 7.  Disclosure of Proxy Voting Policies & Procedures for
  Closed-End Management Investment Companies
 
  Not applicable
Item  8.  Portfolio Managers of Closed-End Management Investment Companies
 
  Not applicable
 
Item 9.  Purchases of Equity Securities by Closed-End Management
  Investment Companies and Affiliated Purchasers
 
  Not applicable
 
Item 10. Submission of Matters to a Vote of Security Holders
 
There were no material changes to the procedure by which shareholders may recommend nominees
to the Registrant's Board of Trustees.
 
Item 11. Controls and Procedures
 
(a)  The Registrant's Principal Executive Officer and Principal Financial Officer have concluded
that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940, as amended) are effective, based on their evaluation of these
disclosure controls and procedures as of a date within 90 days of the filing date of this report.
     
(b)  There were no changes in the Registrant's internal control over financial reporting that 
occurred during the second fiscal quarter of the period covered by this report that have materially 
affected, or are reasonably likely to materially affect, the Registrant's internal control over 
financial reporting. 
 
Item 12. Exhibits
 
(a)(1)  Code of Ethics - Not applicable 
 
(a)(2)  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act 
  of 2002 - Filed herewith 
 
(b)  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act 
  of 2002 - Filed herewith 

 


SIGNATURES 
 
  Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment 
Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized. 
 
First Investors Equity Funds 
 
 
By  /S/  CHRISTOPHER H. PINKERTON 
  Christopher H. Pinkerton 
  President and Principal Executive Officer 
 
Date:  June 8, 2011 
 
 
  Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment 
Company Act of 1940, this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated. 
 
First Investors Equity Funds 
 
 
By  /S/  CHRISTOPHER H. PINKERTON 
  Christopher H. Pinkerton 
  President and Principal Executive Officer 
 
 
 
By  /S/  JOSEPH I. BENEDEK 
  Joseph I. Benedek 
  Treasurer and Principal Financial Officer 
 
Date:  June 8, 2011 

 

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