BUSINESS MANAGEMENT AGREEMENT
AGREEMENT made this 2nd day of March, 1998, between Forward Funds,
Inc. (a Maryland corporation, hereinafter referred to as the "Fund") and Xxxxxx
Place Management Co., Inc. (a Delaware corporation, hereinafter referred to as
the "Corporation").
WHEREAS, the Fund is a registered investment company under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is experienced and able to act as business
manager of the Fund;
NOW, THEREFORE, for good and valuable consideration, the receipt
whereof is hereby acknowledged, and the mutual performance of undertakings
herein, it is agreed by and between the parties hereto as follows:
1. Services to be Provided by the Corporation. The Corporation, as
business manager for the Fund, will, at its own expense:
(a) Furnish to the Fund the services of its employees and
agents in the management and conduct of the corporate business and
affairs of the Fund;
(b) If requested, provide the services of its officers as
administrative executives of the Fund and the services of any directors
of the Fund who are "interested persons" of the Corporation or its
affiliates, as that term is defined in the Act, subject in each case to
their individual consent to serve and to applicable legal limitations;
(c) Provide office space, secretarial and clerical services and wire
and telephone services (not including toll charges, which will be
reimbursed by the Fund), and monitor and review Fund contracted
services and expenditures pursuant to the distribution plan of the
Fund;
(d) Prepare periodic reports to the Fund's stockholders and prepare and
file, with such advice of counsel as reasonably deemed necessary by the
Corporation, such documents and other papers as may be required to
comply with the rules, regulations and requirements of the Securities
and Exchange Commission ("SEC") and other governmental agencies,
whether state or federal, except that the Fund shall bear the expenses
provided for in Section 2 hereof (Special services, if any, rendered to
individual stockholders or groups of stockholders shall not be included
in the services to be rendered by the Corporation pursuant to this
paragraph, but the Corporation shall be reimbursed for the actual cost
of such services pursuant to the provisions of paragraph 2 below.); and
(e) Report to the Directors concerning its activities pursuant to this
Agreement at regular meetings of the Directors and at such other times
as the Directors may request.
2. Expenses. The Corporation shall bear expenses incurred by it which
are necessary for the performance of its duties and activities specified in this
Agreement, except such expenses as are assumed by the Fund under this agreement.
The Corporation (or its affiliates, as applicable) will also pay the
compensation and expenses of all officers and executive employees of the Fund
who are directors, officers or employees of the Corporation or of its affiliates
and will make available or cause to be made available, without expense to the
Fund, the services of such of the directors, officers and employees of the
Corporation or its affiliates as may fully be elected officers or directors of
the Fund, subject to their individual consent to serve and to any limitations
imposed by law. The fund shall bear all of its other expenses incurred in its
operation and not specifically assumed by the Corporation. The expenses assumed
by the Fund shall include, without limitation: organizational expenses of the
Fund; fees and expenses incurred in connection with the Fund's membership in
investment company organizations; fees of the investment advisers; interest
expenses, taxes and governmental fees; distribution fees; brokerage commissions
and other expenses incurred in acquiring or disposing of the Fund's portfolio
securities; expenses of registering and qualifying the Fund's shares for sale
with the Securities and Exchange Commission and with various state securities
authorities; the expenses of qualifying the Fund to do business in jurisdictions
where such qualification is required; accounting, auditing and legal costs; the
cost of preparing share certificates or any other expenses, including clerical
and administrative expenses, related to the issue, redemption and repurchase of
Fund shares; insurance premiums; fees and expenses of the Custodian and Transfer
Agent for the Fund and for any related services; expenses of obtaining
quotations on the Fund's portfolio securities and pricing of the Fund's shares;
expenses of shareholders' meetings; expenses of preparing and distributing
reports, proxies and prospectuses to existing shareholders; and expenses and
fees of the Fund's Directors who are not "interested persons" of the Fund, as
that term is defined in the 1940 Act.
3. Compensation. For the services provided and the expenses assumed by
the Corporation, the Fund shall pay to the Corporation a fee, computed daily and
to be paid on the last business day of each month, equal on an annual basis to:
0.30% of the average daily net assets of the Fund.
The term "average daily net assets of the Fund" is defined as the
average of the values placed on the net assets of the Fund as of the close of
the New York Stock Exchange, on each day on which the net asset value of the
portfolio of the Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value of the net
assets of its portfolio as of some other time on each business day, as of such
time. The value of the net assets of the Fund shall be determined pursuant to
the applicable provisions of the Fund's then current registration statement
under the 1940 Act and the Securities Act of 1933 ("Registration Statement").
If, pursuant to such provisions, the determination of net asset value is
suspended for any particular business day, then for the purposes of this Section
3, the value of the net assets of the Fund shall be deemed to be the value of
such net assets as last determined in accordance with the Registration
Statement. If the determination of the net asset value of the Fund has been
suspended pursuant to the Registration Statement for a period including a month
for which payment pursuant to this Agreement is due, the Corporation's
compensation payable at the end of such month shall be computed on the basis of
the value of the net assets of the Fund as last determined (whether during or
prior to such month).
4. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Corporation hereby agrees that all records which it
maintains or causes to be maintained for the Fund are the property of the Fund
and further agrees to surrender promptly to the Fund any of such records upon
the Fund's request. The Corporation further agrees to preserve or cause to be
preserved for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
5. Sub-contracts. The Corporation may, from time to time, at its own
expense, employ or associate with itself such person or persons as it believes
necessary to assist it in carrying out its obligations under this Agreement.
6. Limitations of Liability. Except as may otherwise be required by the
1940 Act or the rules thereunder, neither the Corporation nor its stockholders,
officers, directors, employees or agents shall be subject to any liability for,
or any damages, expenses or losses incurred in connection with, any act or
omission connected with our arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Corporation's duties or by reason of
reckless disregard of the Corporation's obligations and duties under this
Agreement. Notwithstanding the foregoing, the Corporation shall not be liable to
the Fund for the acts and omissions of any party engaged by the Corporation to
assist it in carrying out its obligations under this Agreement except to the
extent that such party is liable to the Corporation for such acts and omissions
pursuant to the contract under which the Corporation shall have retained such
party. Any person, even though also employed by the Corporation, who may be or
become an employee of and paid by the Fund shall be deemed, when acting within
the scope of his employment by the Fund, to be acting in such employment solely
for the Fund and not as the employee or agent of the Corporation.
7. Service Not Exclusive. It is understood that the services of the
Corporation are not exclusive, and nothing in this Agreement, shall prevent the
Corporation, or any affiliate thereof, from providing similar services to other
investment companies or other clients or from engaging in other activities.
8. Duration and Termination. This Agreement shall become effective as
of February 6, 1998 and shall continue in force until February 6, 2000, if not
sooner terminated. This Agreement shall continue in effect for successive
12-month periods, unless terminated, provided that each such continuance is
specifically approved at least annually by (a) the vote of a majority of the
entire board of Directors of the Fund, or by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act), and (b)
the vote of a majority of those Directors who are not parties to this Agreement
or interested persons (as such term is defined in the 0000 Xxx) of any such
party case in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated at any time without payment of any
penalty, by the Fund upon the vote of a majority of the Fund's Board of
Directors or by a majority of the outstanding voting securities of the Fund, or
by the Corporation, in each case, on sixty (60) days' written notice to the
other party. This agreement shall automatically terminate in the event of its
assignment (as such term is defined in the 1940 Act).
9. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.
10. Miscellaneous.
a. This Agreement shall be construed in accordance with the laws of the
State of Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, as amended, or rules or orders of the Securities
and Exchange Commission thereunder.
b. The captions of this Agreement are included for convenience only and
in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.
c. If any provisions 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 thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
d. The Corporation shall for all purposes herein be deemed to be an
independent contractor and shall have, unless otherwise expressly provided or
authorized, no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
FORWARD FUNDS, INC.
By:___________________________
Name:
Title:
XXXXXX PLACE MANAGEMENT
CO., INC.
By:___________________________
Name:
Title:
