EXHIBIT (d)(1)
FORWARD FUNDS
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, effective as of May 1, 2005 and amended and restated as of January 8,
2008 and March 5, 2008, between Forward Management, LLC ("Forward Management" or
the "Investment Advisor") and Forward Funds (the "Trust") on behalf of the
series of the Trust listed on Exhibits A and B (the "Funds").
WHEREAS, the Trust is a Delaware statutory trust of the series type organized
under a Declaration of Trust dated May 1, 2005 (the "Declaration of Trust") and
is registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end, diversified management investment company, and the Funds
are series of the Trust;
WHEREAS, the Investment Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act"); and
WHEREAS, each of the parties hereto entered into substantially similar
Investment Management Agreements, one of which was effective as of May 1, 2005
with respect to certain series of the Trust, and one of which was effective as
of July 1, 2005, and amended effective as of September 7, 2006, with respect to
certain other series of the Trust (the "Original Agreements") and the parties
hereto wish to combine the Original Agreements;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Trust and the Investment Advisor as follows:
1. Appointment. The Investment Advisor is hereby appointed to act as investment
adviser to the Funds for the periods and on the terms set forth in this
Agreement. The Investment Advisor accepts such appointment and agrees to furnish
the services herein set forth, for the compensation herein provided.
2. Investment Advisory Duties. Subject to the supervision of the Trustees of the
Trust, the Investment Advisor will: (a) provide a program of continuous
investment management for the Funds with regard to the Funds' investment of
their assets (the "Portfolios") in accordance with the Funds' investment
objectives, policies and limitations as stated in the Funds' prospectus and
statement of additional information included as part of the registration
statement (the "Registration Statement") filed with the Securities and Exchange
Commission (the "SEC"), as they may be amended from time to time, copies of
which shall be provided to the Investment Advisor by the Trust; (b) make
investment decisions for the Funds with regard to the Portfolios, including, but
not limited to, the selection and management of investment sub-advisers for the
Funds, in which case any of the duties of the Investment Advisor set forth
herein may be delegated to such investment sub-advisers subject to approval by
the Board of Trustees; (c) if investment sub-advisers are appointed with respect
to the Funds, monitor and evaluate the performance of the investment
sub-advisers under their respective sub-advisory agreements in
light of the investment objectives and policies of the respective Fund, and
render to the Trustees such periodic and special reports related to such
performance monitoring as the Trustees may reasonably request, and analyze and
recommend changes in investment sub-advisers as the Investment Advisor may deem
appropriate; (d) place orders to purchase and sell investments in the Portfolios
for the Funds; and (e) provide office space, secretarial and clerical services
and wire and telephone services necessary to provide the investment advisory
duties set forth in this Section 2.
In performing its investment management services to the Funds under the terms of
this Agreement, the Investment Advisor will provide the Funds with ongoing
investment guidance and policy direction.
The Investment Advisor further agrees that, in performing its duties hereunder,
it will:
(a) comply with the 1940 Act and all rules and regulations thereunder, the
Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code") and all
other applicable federal and state laws and regulations, and with any applicable
procedures adopted by the Board of Trustees;
(b) use reasonable efforts to manage the Portfolios so that the Funds will
qualify, and continue to qualify, as regulated investment companies under
Subchapter M of the Code and regulations issued thereunder;
(c) place orders pursuant to its investment determinations for the Funds in
accordance with applicable policies expressed in the Funds' Prospectus and/or
Statement of Additional Information, established through written guidelines
determined by the Trust and provided to the Investment Advisor, and in
accordance with applicable legal requirements;
(d) furnish to the Trust whatever statistical information the Trust may
reasonably request with respect to the Portfolios. In addition, the Investment
Advisor will keep the Trust and the Trustees informed of developments materially
affecting the Portfolios and shall, on the Investment Advisor's own initiative,
furnish to the Trust from time to time whatever information the Investment
Advisor believes appropriate for this purpose;
(e) make available to the Trust's administrator (the "Administrator"), and the
Trust, promptly upon their request, such copies of its investment records and
ledgers with respect to the Portfolios as may be required to assist the
Administrator and the Trust in their compliance with applicable laws and
regulations. The Investment Advisor will furnish the Trustees with such periodic
and special reports regarding the Funds as they may reasonably request;
(f) meet quarterly with the Trust's Board of Trustees to explain its investment
management activities, and any reports related to the Portfolios as may
reasonably be requested by the Trust;
(g) immediately notify the Trust in the event that the Investment Advisor or any
of its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Investment Advisor from serving as investment
adviser pursuant to this Agreement; or (2) becomes aware
that it is the subject of an administrative proceeding or enforcement action by
the SEC or other regulatory authority. The Investment Advisor further agrees to
notify the Trust immediately of any material fact known to the Investment
Advisor respecting or relating to the Investment Advisor that is not contained
in the Registration Statement regarding the Funds, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material respect; and
(h) in making investment decisions for the Portfolios, use no material
non-public information that may be in its possession or in the possession of any
of its affiliates, nor will the Investment Advisor seek to obtain any such
information.
3. Investment Guidelines. The Trust shall supply the Investment Advisor with
such information as the Investment Advisor shall reasonably require concerning
the Funds' investment policies, restrictions, limitations, tax position,
liquidity requirements and other information useful in managing the Portfolios.
4. The Investment Advisor is responsible for decisions to buy and sell
securities and other investments for the Fund, broker-dealer selection, and
negotiation of brokerage commission rates. The Investment Advisor's primary
consideration in effecting a security transaction will be to obtain the best
execution for the Fund, taking into account the factors specified in the
Registration Statement, or other factors that may be specified by the Board. The
price to a Fund in any transaction may be less favorable than that available
from another broker-dealer if the difference is reasonably justified, in the
judgment of the Investment Advisor in the exercise of its fiduciary obligations
to the Fund, by other aspects of the portfolio execution services offered.
Subject to such policies as the Board may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act") or
other applicable law, the Investment Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker-dealer for
effecting a portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction, if the Investment Advisor determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Investment Advisor's overall responsibilities with
respect to the Fund and to its other clients as to which it exercises investment
discretion. To the extent consistent with these standards and in accordance with
Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and Section 17(e) of
the 1940 Act and Rule 17e-1 thereunder, the Investment Advisor is further
authorized to allocate the orders placed by it on behalf of the Fund to the
Investment Advisor if it is registered as a broker-dealer with the Securities
and Exchange Commission ("SEC"), to an affiliated broker-dealer, or to such
brokers and dealers who also provide research or statistical material or other
services to the Fund, the Investment Advisor or an affiliate of the Investment
Advisor. Such allocation shall be in such amounts and proportions as the
Investment Advisor shall determine consistent with the above standards, and the
Investment Advisor will report on said allocation regularly to the Board if and
as required under applicable law or regulation, indicating the broker-dealers to
which such allocations have been made and the basis therefor.
5. Compensation. For its investment advisory services specified in Section 2 of
this Agreement, the Trust agrees to pay annual fees to the Investment Advisor
equal to the amounts listed opposite the respective Fund on Exhibits A and B.
(a) Advisory fees shall be computed and accrued daily and paid monthly based on
the average daily net asset value of shares of the Funds as determined according
to the manner provided in the then-current prospectus of the Funds.
(b) Performance fees, if any, shall be computed and accrued daily and paid
monthly based on the performance of the Funds as defined and determined
according to the manner provided in the then-current prospectus of the Funds.
(c) The Investment Advisor shall be responsible for compensating any investment
sub-advisers employed by the Funds listed on Exhibit A.
6. Fees and Expenses. The Investment Advisor shall not be required to pay any
expenses of the Funds other than those specifically allocated to the Investment
Advisor in this Agreement. In particular, but without limiting the generality of
the foregoing, the Investment Advisor shall not be responsible for the following
expenses of the Funds: organization and certain offering expenses of the Funds
(including out-of-pocket expenses, but not including the Investment Advisor's
overhead and employee costs in providing the services specified in Section 2 of
this Agreement); fees payable to the Investment Advisor and to any other of the
Funds' advisers or consultants; legal expenses; auditing and accounting
expenses; interest expenses; taxes and governmental fees; fees, dues and
expenses incurred by or with respect to the Fund in connection with membership
in investment company trade organizations; cost of insurance relating to
fidelity coverage for the Trust's officers and employees; fees and expenses of
the Funds' Administrator or of any custodian, subcustodian, transfer agent,
registrar, or dividend disbursing agent of the Funds; expenses of establishing,
or implementing the Funds' compliance program; expenses, salaries, or other
costs of any officers of the Funds, including, but not limited to any officers
of the Funds who may also be officers, employees, or other affiliates of the
Investment Advisor; payments to the Administrator for maintaining the Funds'
financial books and records and calculating its daily net asset value; other
payments for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates; other expenses in connection with the issuance, offering,
distribution or sale of securities issued by the Funds; expenses relating to
investor and public relations; expenses of registering and qualifying shares of
the Funds for sale; freight, insurance and other charges in connection with the
shipment of the Funds' portfolio securities; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities or other assets of
the Funds, or of entering into other transactions or engaging in any investment
practices with respect to the Funds; expenses of printing and distributing
prospectuses, Statements of Additional Information, reports, notices and
dividends to shareholders; costs of stationery or other office supplies; any
litigation expenses; costs of shareholders' and other meetings; the compensation
and all expenses (specifically including travel expenses relating to the Funds'
businesses) of officers, trustees and employees of the Trust with respect to
matters concerning
the Funds (including officers, trustees or employees of the Funds who are
"interested persons" of the Investment Advisor) as may be agreed upon between
the Trust and the Investment Advisor.
Notwithstanding anything herein to the contrary, the Investment Advisor may, if
requested: (a) furnish to the Funds the services of its employees and agents in
the management and conduct of the corporate business and affairs of the Funds,
provided that the Investment Advisor may be compensated for providing such
services as agreed to between the Investment Advisor and the Trust from time to
time pursuant to a support services or similar agreement; (b) provide the
services of its officers or employees as officers or administrative executives
of the Funds (including but not limited to the Chief Compliance Officer of the
Funds and any compliance staff) and the services of any Trustees of the Trust
who are "interested persons" of the Trust or its affiliates, as that term is
defined in the 1940 Act, subject in each case to their individual consent to
serve and to applicable legal limitations, provided that, other than with
respect to the services specified in Section 2 of this Agreement, the Investment
Advisor may be compensated for providing such services as agreed to between the
Investment Advisor and the Trust from time to time pursuant to a support
services or similar agreement; and (c) provide office space, secretarial and
clerical services and wire and telephone services, and monitor and review Trust
contracted services and expenditures pursuant to the distribution plans of the
Funds, provided that the Investment Advisor may be compensated for providing
such services as agreed to between the Investment Advisor and the Trust from
time to time pursuant to a support services or similar agreement.
7. Books and Records. The Investment Advisor agrees to maintain such books and
records with respect to its services to the Funds as are required by Section 31
under the 1940 Act, and rules adopted thereunder, and by other applicable legal
provisions, and to preserve such records for the periods and in the manner
required by that Section, and those rules and legal provisions. The Investment
Advisor also agrees that records it maintains and preserves pursuant to Rules
31a-1 and Rule 31a-2 under the 1940 Act and otherwise in connection with its
services hereunder are the property of the Trust and will be surrendered
promptly to the Trust upon its request. The Investment Advisor further agrees
that it will furnish to regulatory authorities having the requisite authority
any information or reports in connection with its services hereunder which may
be requested in order to determine whether the operations of the Funds are being
conducted in accordance with applicable laws and regulations.
8. Aggregation of Orders. Provided the investment objectives, policies and
restrictions of the Funds are adhered to, the Trust agrees that the Investment
Advisor may aggregate sales and purchase orders of securities held in the Funds
with similar orders being made simultaneously for other accounts managed by the
Investment Advisor or with accounts of the affiliates of the Investment Advisor,
if in the Investment Advisor's reasonable judgment such aggregation shall result
in an overall economic benefit to the respective Fund taking into consideration
the advantageous selling or purchase price, brokerage commission and other
expenses. The Trust acknowledges that the determination of such economic benefit
to the Funds by the Investment Advisor represents the Investment Advisor's
evaluation that the Funds are benefited by relatively better purchase or sales
prices, lower commission expenses and beneficial timing of transactions or a
combination of these and other factors.
9. Liability. The Investment Advisor shall not be liable to the Trust for the
acts or omissions of any other fiduciary or other person respecting the funds or
for anything done or omitted by the Investment Advisor under the terms of this
Agreement if the Investment Advisor shall have acted in good faith and shall
have exercised the degree of prudence, competence and expertise customarily
exhibited by managers of institutional portfolios. Nothing in this Agreement
shall in any way constitute a waiver or limitation of any rights which may not
be so limited or waived in accordance with applicable law.
10. Services Not Exclusive. It is understood that the services of the Investment
Advisor are not exclusive, and that nothing in this Agreement shall prevent the
Investment Advisor from providing similar services to other investment companies
or to other series of investment companies, including the Trust (whether or not
their investment objectives and policies are similar to those of the Funds) or
from engaging in other activities, provided such other services and activities
do not, during the term of this Agreement, interfere in a material manner with
the Investment Advisor's ability to meet its obligations to the Funds hereunder.
When the Investment Advisor recommends the purchase or sale of a security for
other investment companies and other clients, and at the same time the
Investment Advisor recommends the purchase or sale of the same security for the
Funds, it is understood that in light of its fiduciary duty to the Funds, such
transactions will be executed on a basis that is fair and equitable to the
Funds. If the Investment Advisor provides any advice to its clients concerning
the shares of the Funds, the Investment Advisor shall act solely as investment
counsel for such clients and not in any way on behalf of the Trust or the Funds.
11. Duration and Termination. This Agreement shall continue with respect to each
of the Funds, until December 31, 2005, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by (i) the Board of Trustees or (ii) a
vote of a "majority" (as defined in the 0000 Xxx) of a Fund's outstanding voting
securities (as defined in the 1940 Act), provided that in either event the
continuance is also approved by a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated: (a) at any time without penalty with respect to a
Fund upon the vote of a majority of the Trustees or by vote of the majority of
that Fund's outstanding voting securities, upon sixty (60) days' written notice
to the Investment Advisor or (b) by the Investment Advisor at any time without
penalty, upon sixty (60) days' written notice to the Trust. This Agreement will
also terminate automatically in the event of its assignment (as defined in the
1940 Act). Any termination of this Agreement will be without prejudice to the
completion of transactions already initiated by the Investment Advisor on behalf
of the Funds at the time of such termination. The Investment Advisor shall take
all steps reasonably necessary after such termination to complete any such
transactions and is hereby authorized to take such steps.
12. Amendments. This Agreement may be amended at any time but only by the mutual
agreement of the parties, and consistent with the requirements of the 1940 Act.
13. Proxies. Unless the Trust gives written instructions to the contrary, the
Investment Advisor shall vote all proxies solicited by or with respect to the
issuers of securities in the Portfolios. The Investment Advisor shall maintain a
record of how the Investment Advisor voted and such record shall be available to
the Trust upon its request. The Investment Advisor shall use its best good faith
judgment to vote such proxies in a manner which best serves the interests of the
Funds' shareholders.
14. Notices. Any written notice required by or pertaining to this Agreement
shall be personally delivered to the party for whom it is intended, at the
address stated below, or shall be sent to such party by prepaid first class mail
or facsimile.
If to the Trust:
Forward Funds
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
If to the Investment Advisor:
Forward Management, LLC
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
15. Confidential Information. The Investment Advisor shall maintain the
strictest confidence regarding the business affairs of the Funds. Written
reports furnished by the Investment Advisor to the Trust shall be treated by the
Trust and the Investment Advisor as confidential and for the exclusive use and
benefit of the Trust except as disclosure may be required by applicable law.
16. Use of Names. It is understood that the names "Forward Funds" and "Forward
Management," or any derivative thereof or logo associated with those names are
the valuable property of the Investment Advisor and its affiliates, and that the
Fund and/or the Fund have the right to use such names (or derivatives or logos)
only so long as this Agreement shall continue with respect to such Fund and/or
Fund. Upon termination of this Agreement, the Fund (or Fund) shall forthwith
cease to use such names (or derivatives or logos) and, in the case of the Fund,
shall promptly amend its Declaration of Trust to change its name (if such name
is included therein) and remove Forward Funds logos.
17. Trust Obligation. A copy of the Trust's Declaration of Trust, as amended, is
on file with the State of Delaware and notice is hereby given that this
Agreement has been executed on behalf of the Trust by a Trustee or officer of
the Trust in his or her capacity as such and not individually. The obligations
of this Agreement shall only be binding upon the assets and property of the
Trust and shall not be binding upon any trustee, officer or shareholder of the
Trust individually. The debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular Fund shall be
enforceable against the assets and property of that Fund only, and not against
the assets or property of any other series of the Trust, or against any of the
Trustees, officers, employees or shareholders of the Trust individually.
18. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of California,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder.
(b) Concurrently with the execution of this Agreement, the Investment Advisor is
delivering to the Trust a copy of Part II of its Form ADV, as revised, on file
with the Securities and Exchange Commission. The Trust hereby acknowledges
receipt of such copy.
(c) The captions of this Agreement are included for convenience only and in no
way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(d) If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected hereby and, to this extent, the provisions of this Agreement shall
be deemed to be severable.
(e) Nothing herein shall be construed as constituting the Investment Advisor as
an agent of the Trust or the Funds.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of March 5, 2008.
FORWARD FUNDS
By:
/s/ J. Xxxx Xxxx, Jr.
------------------------------------
Name: J. Xxxx Xxxx, Jr.
Title: President
FORWARD MANAGEMENT, LLC
By:
/s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Secretary
EXHIBIT A TO INVESTMENT MANAGEMENT AGREEMENT
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FUND ADVISORY FEE
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Forward Asia Ex-Japan Equities Fund 1.25% up to and including $250 million
1.20% over $250 million up to and including $500 million
1.10% over $500 million
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Forward Banking and Finance Fund 1.00% up to and including $100 million
0.90% over $100 million
------------------------------------------------------ -----------------------------------------------------------------
Forward Eastern Europe Equities Fund 1.25% up to and including $250 million
1.20% over $250 million up to and including $500 million
1.15% over $500 million
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Forward Growth Fund 0.75% up to and including $250 million
0.65% over $250 million up to and including $500 million
0.55% over $500million up to and including $750 million
0.45% over $750 million
------------------------------------------------------ -----------------------------------------------------------------
Forward Emerging Markets Fund 1.25% up to and including $500 million
1.20% over $500 million up to and including $1 billion
1.15% over $1 billion
------------------------------------------------------ -----------------------------------------------------------------
Forward International Equity Fund 0.85% up to and including $250 million
0.75% over $250 million up to and including $1 billion
0.65% over $1 billion
------------------------------------------------------ -----------------------------------------------------------------
Forward International Fixed Income Fund 0.70% up to and including $500 million
0.64% over $500 million up to and including $1 billion
0.58% over $1 billion up to and including $5 billion
0.52% over $5 billion
------------------------------------------------------ -----------------------------------------------------------------
Forward International Small Companies Fund 1.00% up to and including $1 billion
0.95% over $1 billion
------------------------------------------------------ -----------------------------------------------------------------
Forward Large Cap Equity Fund 0.80% up to and including $500 million
0.725% over $500 million up to and including $1 billion
0.675% over $1 billion
------------------------------------------------------ -----------------------------------------------------------------
Forward Legato Fund 1.00% up to and including $500 million
0.85% over $500 million
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Forward Long/Short Credit Analysis Fund 1.50%
------------------------------------------------------ -----------------------------------------------------------------
Forward Mini-Cap Fund 1.05%
------------------------------------------------------ -----------------------------------------------------------------
Forward Opportunities Fund 1.00% up to and including $100 million
0.90% over $100 million
------------------------------------------------------ -----------------------------------------------------------------
Forward Progressive Real Estate Fund 0.85% up to and including $100 million
0.80% over $100 million up to and including $500 million
0.70% over $500 million
------------------------------------------------------ -----------------------------------------------------------------
Forward Small Cap Equity Fund 1.05% up to and including $500 million
1.00% over $500 million
------------------------------------------------------ -----------------------------------------------------------------
Sierra Club Equity Income Fund 0.94% up to and including $100 million
0.87% over $100 million up to and including $250 million
0.82% over $250 million up to and including $500 million
0.78% over $500 million
------------------------------------------------------ -----------------------------------------------------------------
EXHIBIT A TO INVESTMENT MANAGEMENT AGREEMENT
------------------------------------------------------ -----------------------------------------------------------------
FUND ADVISORY FEE
------------------------------------------------------ -----------------------------------------------------------------
Sierra Club Stock Fund 0.85% up to and including $100 million
0.81% over $100 million up to and including $250 million
0.78% over $250 million up to and including $500 million
0.70% over $500 million
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EXHIBIT B TO INVESTMENT MANAGEMENT AGREEMENT
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FUND ADVISORY FEE
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Accessor Aggressive Growth Allocation Fund 0.10%
------------------------------------------------------ -------------------------
Accessor Balanced Allocation Fund 0.10%
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Accessor Growth Allocation Fund 0.10%
------------------------------------------------------ -------------------------
Accessor Growth & Income Allocation Fund 0.10%
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Accessor Growth Fund 0.45%
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Accessor High Yield Bond Fund 0.36%
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Accessor Income Allocation Fund 0.10%
------------------------------------------------------ -------------------------
Accessor Income & Growth Allocation Fund 0.10%
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Accessor Intermediate Fixed-Income Fund 0.33%
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Accessor International Equity Fund 0.55%
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Accessor Limited Duration U.S. Government Fund 0.12%
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Accessor Mortgage Securities Fund 0.36%
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Accessor Short-Intermediate Fixed-Income Fund 0.33%
------------------------------------------------------ -------------------------
Accessor Small To Mid Cap Fund 0.60%
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Accessor Strategic Alternatives Fund 0.70%
------------------------------------------------------ -------------------------
Accessor Total Return Fund 0.12%
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Accessor U.S. Government Money Fund 0.08%
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Accessor Value Fund 0.45%
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