Exhibit (e)(2)(c) Form of Amendment No. 2 to the Distribution Agreement AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
Exhibit (e)(2)(c) Form of Amendment No. 2 to the Distribution Agreement
AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the 1st day of May, 2009 (the “Amendment Effective Date”), between FORWARD FUNDS, a Delaware statutory trust, solely on behalf of each of the series or portfolios (“Portfolios”) set forth in Schedule A, as amended herein (the “Fund”) and SEI INVESTMENTS DISTRIBUTION CO. (the “Distributor”).
WHEREAS:
| 1. | The parties hereto entered into a Distribution Agreement, dated as of August 14, 2008 (the “Agreement”); and |
| 2. | The parties hereto desire to amend the Agreement on the terms and subject to the conditions provided herein. |
NOW THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Schedule A (Series/Portfolios). Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto. |
| 2. | Ratification of Agreement. Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Agreement are hereby ratified and shall continue in full force and effect. |
| 3. | Counterparts. This Amendment may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. This Amendment shall be deemed executed by each party when any one or more counterparts hereof or thereof, individually or taken together, bears the original, facsimile or scanned signatures of each of the parties. |
| 4. | Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of the Fund and the Distributor and each of their respective permitted successors and assigns. |
| 5. | Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of law rules or principles thereof. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1940 Act, the Securities Act of 1933 or the Securities Exchange Act of 1934, the latter should control. |
[Signature Page Follows]
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IN WITNESS WHEREOF this Amendment has been entered into as of the day and year first above written.
| DISTRIBUTOR: | FUND: | |||||||
| SEI INVESTMENTS DISTRIBUTION CO. | FORWARD FUNDS | |||||||
| By: |
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By: |
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| Name: | Name: | |||||||
| Title: | Title: | |||||||
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SCHEDULE A
Series/Portfolios
Accessor Series of Forward Funds:
Accessor Aggressive Growth Allocation Fund
Accessor Balanced Allocation Fund
Accessor Growth Allocation Fund
Accessor Growth & Income Allocation Fund
Accessor Income Allocation Fund
Accessor Income & Growth Allocation Fund
Accessor Growth Fund
Accessor International Equity Fund
Accessor Small to Mid Cap Fund
Accessor Value Fund
Accessor High Yield Bond Fund
Accessor Investment Grade Fixed-Income Fund
Accessor Mortgage Securities Fund
Accessor U.S. Government Money Fund
Accessor Frontier Markets Fund
Accessor Strategic Alternatives Fund
Accessor Limited Duration U.S. Government Fund
Accessor Total Return Fund
The Accessor Series offers an aggregate of five classes of shares: Advisor Class; Institutional Class; Investor Class; A Class; and C Class. Not all Funds offer all classes.
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