EXPENSE LIMITATION AGREEMENT

April 1, 2013

First Investors Management Company, Inc.

55 Broadway

New York, NY 10006

Dear Ladies and Gentlemen:

As investment adviser to First Investors Income Funds (“Trust”), First Investors Management Company, Inc. (“Advisor”), agrees to limit its fees and/or reimburse expenses of First Investors Strategic Income Fund, a separate series of the Trust (“Fund”), to the extent that the annual operating expenses of the Class A shares and Advisor Class shares, respectively, of the Fund exceed the limitations set forth in Attachment A (“Agreement”).  For purposes of this Agreement, annual operating expenses shall not include acquired fund fees and expenses, interest expenses, taxes, brokerage commissions, dividend costs related to short sales and extraordinary expenses, such as litigation expenses.

For a period not to exceed three (3) years from the date the Advisor limits a fee or pays an expense hereunder, the Advisor may, in its discretion, recover such fee or expense from the Fund to the extent that total annual operating expenses for Class A or Advisor Class shares, as applicable, of the Fund on the date of recovery do not exceed the expense limitations set forth in Attachment A.

Advisor agrees that it shall look only to the assets of the Fund for performance of this Agreement and for any claims for payment.  No trustees, officers, employees, agents or shareholders of the Trust shall be personally liable for performance by the Fund under this Agreement.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling.  Any amendment to this Agreement shall be in writing signed by the parties hereto.  Subject to approval by the Advisor, this Agreement may be amended or terminated by the Trust’s Board of Trustees without the approval of Trust shareholders.

Very truly yours,

FIRST INVESTORS INCOME FUNDS

By:           /s/ Derek Burke                                                      

Name:         Derek Burke

Title:           President

FIRST INVESTORS MANAGEMENT COMPANY, INC.

By:  /s/ Derek Burke                                                                                                

Name:         Derek Burke

Title:           President

Attachment A

Expense Limitations

(as a percent of average daily net assets attributable to each stated class)

	Class
Fund			Expense Limitation Period Ends
	Class A	Advisor Class
First Investors Strategic Income Fund	1.30%	1.00%	April 3, 2014

Dated:  April 1, 2013