Exhibit (h)(2)(c)
AMENDMENT TO THE
ADMINISTRATION AGREEMENT
This Amendment dated as April 1, 2002, is entered into by the Forward
Funds, Inc. (the "Fund") and PFPC Inc. (f/k/a First Data Investor Services
Group, Inc.) ("PFPC").
WHEREAS, the Fund and PFPC entered into an Administration Agreement dated
as of April 1, 1998 (the "Agreement");
WHEREAS, the Fund and PFPC wish to amend the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
I. All references in the Agreement (including any Exhibits and Schedules
thereto) to "First Data Investor Services Group, Inc." and "Investor Services
Group" are hereby deleted and replaced with "PFPC Inc." and "PFPC" respectively.
II. Schedule A "List of Portfolios" to the Agreement is hereby deleted in
full and replaced with the attached Schedule A.
III. Schedule C "Fee Schedule" to the Agreement is hereby deleted in full
and replaced with the attached Schedule C.
IV. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects as amended.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date and year first written above.
FORWARD FUNDS, INC.
By: /s/ Xxxx XxXxxxx
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Title: Treasurer
PFPC INC.
(f/k/a First Data Investor Services
Group, Inc.)
By: /s/ Xxxx X. Xxxxxxx
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Title: SVP
SCHEDULE A
LIST OF PORTFOLIOS
Forward Xxxxxxxxxx U.S. Equity Fund
Forward Xxxxxxxxxx International Growth Fund
Forward Xxxxxx Small Cap Equity Fund
Forward Uniplan Real Estate Investment Fund
SCHEDULE C
FEE SCHEDULE
For the services to be rendered, the facilities to be furnished and the
payments to be made by PFPC, as provided for in this Agreement, the Fund, on
behalf of each Portfolio, will pay PFPC on the first business day of each month
a fee for the previous month at the rates listed below.
I. Regulatory and Fund Administration Fees:
Forward Xxxxxxxxxx U.S. Equity, Forward Xxxxxxxxxx International Growth, and
Forward Xxxxxx Small Cay Equity Funds
Fund assets less than $500 million 20 basis points
Fund assets $500 million to $1 billion 17 basis points
Fund assets greater than $1 billion 12.5 basis points
Forward Uniplan Real Estate Investment Fund
Fund assets 15 basis points
II. Fund Accounting Fees:
Domestic International
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Per Fund $35,000 $55,000
Each additional class $5,000 $5,000
Plus out of pockets
A. PFPC Fee Waiver of Fund Accounting Fees - Effective April 1, 2002 through
March 31, 2003
1. For the following three Funds: Forward Xxxxxxxxxx U.S. Equity, Forward
Xxxxxxxxxx International Growth and Forward Uniplan Real Estate Investment,
PFPC will waive its fees for Fund Accounting for the first two months
(April, May 2002). Thereafter, PFPC will charge its Fund Accounting fees in
increments of 10% per month, increasing by 10% each month, so that 100% of
the Fund Accounting fee will be due in the twelfth month and each month
thereafter, in accordance with the following schedule:
April, 2002 0% October, 2002 50%
May, 2002 0% November, 2000 60%
June, 2002 10% December, 2002 70%
July, 2002 20% January, 2003 80%
August, 2002 30% February, 2003 90%
September, 2002 40% March, 2003 100%
2. For each new portfolio, PFPC will waive its fees for Fund Accounting during
the Fund's first two months of operations. Thereafter, PFPC will charge its
Fund Accounting fees in increments of 10(degree)/D per month, increasing by
10% each month for the duration of the Fee Waiver period, in accordance
with the following schedule:
Month: Month:
------ ------
1 0% 7 50%
2 0% 8 60%
3 10% 9 70%
4 20% 10 80%
5 30% 11 90%
6 40% 12 100%
3. All miscellaneous and out-of-pocket fees incurred on behalf of the Funds
during this period will be billed as usual.
.. Early Termination Fee: Liquidation Fee: The Early Termination Fee shall be
an amount equal to the lesser of (a) the previous month's fee multiplied by
the number of months remaining on the Initial Term of the Agreement, or (b)
the previous month's fee multiplied by twelve to reflect one year's fee. If
a Liquidation (as such term is defined in Section 13.5 hereof) occurs
during the first year of this Agreement, the Liquidation Fee shall be an
amount equal to the fees paid to PFPC by the Fund under this Agreement for
the previous month annualized to reflect one year's fee (the "Annual Fee").
If such Liquidation occurs during the second year of this Agreement, the
Liquidation Fee shall equal two-thirds of the Annual Fee. If such
Liquidation occurs during the third year of this Agreement, the Liquidation
Fee shall equal one third of the Annual Fee.
.. PFPC shall be entitled to the following fee for the performance of any
Special Regulatory Administration Services as described in Schedule B in
accordance with the Written Instructions of the Fund: $185 per hour subject
to certain project caps as may be agreed to by PFPC and the Fund. Services
and charges may vary based on volume.
.. PFPC shall be entitled to collect all miscellaneous and out-of-pocket fees
described in Schedule D.
