EXHIBIT (g)(2)(c)
FORM OF
ASSIGNMENT AGREEMENT
Assignment Agreement dated as of _________________ among ACCESSOR FUNDS, INC.
("Assignor"), FORWARD FUNDS ("Assignee") and STATE STREET BANK AND TRUST COMPANY
("State Street").
WHEREAS, Assignor and State Street entered into a Custodian Agreement, dated
September 5, 2007 (the "Agreement"), which is currently in force along with
other ancillary documentation, all as identified on Schedule I, attached hereto;
and
WHEREAS, Assignor desires to assign to Assignee all its rights, title, interests
and obligations in respect of the Agreement and documentation identified on
Schedule I, attached hereto and Assignee desires to accept such assignment and
to assume such rights, title, interests and obligations, effective August 31.
2008 (the "Assignment Date");
WHEREAS, Assignor and Assignee desire to obtain the written consent of State
Street to such assignment and assumption and State Street desires to grant such
consent in accordance with the terms hereof;
NOW THEREFORE, in consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. ASSIGNMENT. Assignor hereby assigns to Assignee all its rights, title,
interests, duties and obligations in, to and under the Agreement and the
documentation identified on Schedule I attached hereto (collectively with the
Agreement, the "Agreements") as of the Assignment Date.
2. ASSUMPTION. Assignee hereby accepts and assumes the Assignor's rights,
title, interests, duties and obligations under the Agreements arising on or
after the Assignment Date as though the Assignee entered the Agreements directly
with State Street.
3. CONSENT AND ACKNOWLEDGMENT OF STATE STREET. State Street hereby consents
to the assignment by Assignor to Assignee described herein. State Street
acknowledges that upon the Assignment Date, Assignee shall be entitled to all
rights, title, interests, duties and obligations of Assignor regarding the
Agreements.
5. MISCELLANEOUS.
Except as amended by this Assignment Agreement all other terms and
provisions of the Agreements shall remain unchanged. Each person signing this
Assignment Agreement has taken all action required to be taken in order to
authorize this assignment.
6. GOVERNING LAW.
This Assignment Agreement is governed by, and construed in accordance with
laws of The Commonwealth of Massachusetts.
7. COUNTERPARTS.
This Assignment Agreement may be executed in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Assignment Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of this Assignment Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to
be duly executed by their respective authorized persons effective on the date
first above written.
STATE STREET BANK TRUST AND TRUST COMPANY
By:_______________________
Name:_____________________
Title:____________________
ACCESSOR FUNDS, INC., Assignor
By:_______________________
Name:_____________________
Title:____________________
FORWARD FUNDS, Assignee
By:_______________________
Name:_____________________
Title:____________________
Schedule I
Custodian Agreement dated September 5, 2007
Fee Schedule dated September 19, 2007
Authorization for Third Party Access (SEI Investments Global Funds Services)
dated September 6, 2007
Cash Sweep Direction Letter dated September 11, 2007
NSCC Settling Bank Services Agreement dated September 19, 2007
Remote Access Services Agreement dated September 13, 2007
Retirement Plan Custodial Agreement dated [__________________]