Exhibit (h)(2)(c) Amendment to Amended and Restated Transfer Agency and Services Agreement Dated June 3, 2009 Between ALPS Fund Services, Inc. and Forward Funds

Exhibit (h)(2)(c)

Amendment to Amended and Restated Transfer Agency and Services Agreement

Dated June 3, 2009

Between

ALPS Fund Services, Inc.

and

Forward Funds

THIS AMENDMENT is made as of August 9, 2010 by and between ALPS Fund Services, Inc. (“ALPS”) and Forward Funds (the “Fund”).

WHEREAS, ALPS and the Fund have entered into an Amended and Restated Transfer Agency and Services Agreement (the “Agreement”) dated June 3, 2009 and effective June 15, 2009;

WHEREAS, the Board of Trustees of the Fund approved on June 10, 2010, the closure of Class C shares of certain series of the Fund;

WHEREAS, the closure of Class C shares is effective August 9 2010;

WHEREAS, in light of the foregoing, ALPS and the Fund wish to modify the provisions of the Agreement to reflect revised Schedule X- 0 – List of Portfolios;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Schedule A-2 – List of Portfolios. Schedule A-2 is replaced in its entirety with the attached Schedule A-2.

2. Remainder of the Agreement. All services under Section 1 of the Agreement shall continue until such services are no longer rendered. All other provisions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized representative of each of the parties hereto as of the date of the Amendment first set forth above.

ALPS Fund Services, Inc.						Forward Funds
By:						By:
Name:		Xxxxxx X. May				Name:		J. Xxxx Xxxx, Jr.
Title:		President				Title:		President

SCHEDULE A-2

To the Amended and Restated Transfer Agency Service Agreement

Fund Group II Portfolio and Classes List

As of August 9, 2010

Portfolio		Class of Shares
Forward Aggressive Growth Allocation Fund		Investor Class Institutional Class Class A Class C
Forward Balanced Allocation Fund		Investor Class Institutional Class Class A Class C
Forward Frontier Markets Fund		Investor Class Institutional Class Class Z
Forward Growth Allocation Fund		Investor Class Institutional Class Class A Class C
Forward Growth & Income Allocation Fund		Investor Class Institutional Class Class A Class C
Forward High Yield Bond Fund		Investor Class Institutional Class Class Z
Forward Income Allocation Fund		Investor Class Institutional Class Class A Class C
Forward Income & Growth Allocation Fund		Investor Class Institutional Class Class A Class C
Forward International Equity Fund		Investor Class Institutional Class Class Z
Forward Investment Grade Fixed Income Fund		Investor Class Institutional Class Class Z
Forward Large Cap Growth Fund		Investor Class Institutional Class Class Z

Forward Large Cap Value Fund		Investor Class Institutional Class Class Z
Forward Mortgage Securities Fund		Investor Class Institutional Class Class C Class Z
Forward Small to Mid Cap Fund		Investor Class Institutional Class Class C Class Z
Forward Strategic Alternatives Fund		Investor Class Institutional Class Class Z
Forward U.S. Government Money Fund		Investor Class Institutional Class Class A Class C Class Z