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 September 8, 2011 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 September 8, 2011, the deletion of all references of the Forward HITR Fund from the Agreement;

WHEREAS, in light of the foregoing, ALPS and the Fund wish to modify the provisions of the Agreement to reflect revised Schedule A-1 – List of Portfolios and Schedule B – Fee Schedule;

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

1. Schedules A-1 – List of Portfolios and B – Fee Schedule. Schedules A-1 and B are replaced in its entirety with the attached Schedules A-1 and B.

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:		/s/    Xxxxxx X. May				By:		/s/    Xxxxxx X. Naka
Name: Xxxxxx X. May						Name: Xxxxxx X. Naka
Title: President						Title: Vice President Funds

SCHEDULE A-1

To the Amended and Restated Transfer Agency and Service Agreement

Fund Group I and Fund Group III Portfolios and Classes List

As of September 8, 2011

Portfolio		Open Classes of Shares
Forward Banking and Finance Fund		Investor Class Class A Class C
Forward Commodity Long/Short Strategy Fund		Investor Class Institutional Class Class C Class Z
Forward Credit Analysis Long/Short Fund		Investor Class Institutional Class Class A Class C Class M
Forward EM Corporate Debt Fund		Investor Class Institutional Class Class C
Forward Emerging Markets Fund		Investor Class Institutional Class Class M
Forward Focus Fund		Investor Class Institutional Class Class A
Forward Global Infrastructure Fund		Investor Class Institutional Class Class A Class B Class C Class M
Forward Growth Fund		Investor Class Institutional Class Class A Class C
Forward International Dividend Fund		Investor Class Institutional Class Class M
Forward International Real Estate Fund		Investor Class Institutional Class Class A Class C Class M

Forward International Small Companies Fund		Investor Class Institutional Class Class A Class M
Forward Large Cap Equity Fund		Investor Class Institutional Class Class A
Forward Real Estate Fund		Investor Class Institutional Class Class A Class C
Forward Real Estate Long/Short Fund		Investor Class Institutional Class Class A Class B Class C Class M
Forward Select EM Dividend Fund		Investor Class Institutional Class Class M Class C
Forward Select Income Fund		Institutional Class Class A Class B Class C Class M
Forward Small Cap Equity Fund		Investor Class Institutional Class Class A Class M
Forward Tactical Enhanced Fund		Investor Class Institutional Class Class A Class C Class M
Forward Tactical Growth Fund		Investor Class Institutional Class Class A Class C Class M

SCHEDULE B

To the Amended and Restated Transfer Agency and Services Agreement

Fee Schedule

Effective September 8, 2011

Base Fee:

Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens.

A. Fund Group I and Fund Group III (Schedule A-1)

Annual Base Fee of:

$248,000;

Plus:

an additional $12,000 annual base fee for each additional Portfolio in Fund Group I and Fund Group III that may be established by the Trust; and

an additional $2,000 annual base fee for each additional class of shares per Portfolio in Fund Group I and Fund Group III that may be established by the Trust.

Minus:

$12,000 annual base fee for each Portfolio in Fund Group I and Fund Group III that is liquidated from the Trust; and

$2,000 annual base fee for each class of shares per Portfolio in Fund Group I and Fund Group III that is removed from the Trust.

B. Fund Group II (Schedule A-2)

Annual Base Fee of:

$652,000;

Plus:

an additional $12,000 annual base fee for each additional Portfolio in Fund Group II Series that may be established by the Trust; and

an additional $2,000 annual base fee for each additional class of shares per Portfolio in the Fund Group II that may be established by the Trust.

Minus:

$12,000 annual base fee for each Portfolio in Fund Group II that is liquidated from the Trust; and

$2,000 annual base fee for each class of shares per Portfolio in Fund Group II that is removed from the Trust.

Annual Open Account Fees:

$11.00 annual fee per each of the first10,000 open direct accounts;

$10.00 annual fee per each of the remaining open direct accounts

$10.50 annual fee per each of the first 50,000 NSCC accounts

$ 8.00 annual fee per each over 50,000 NSCC accounts

Annual Inactive Account Fees¹:

$5.00 per inactive account

Annual Closed Account Fees²:

$0.50 per closed account

¹ An inactive account is an account with a zero balance that has had activity in the last eighteen months.

² A closed account is an account with a zero balance that has not had activity in the last eighteen months.

Out-of-Pocket Fees:

The following fees represent expenses that may be incurred by ALPS Fund Services, Inc. (“ALPS”) from outside vendors. These fees are passed directly through at cost to our clients as out-of-pocket expenses. The following fees are estimates and are subject to change:

• Monthly NSCC-interface fees

• The cost of printing and mailing shareholder confirmations and statements

• Blue Sky state registration fees

• The cost of fund-specific statement paper and envelopes

• Postage

• SAS 70 report

• Customized programming/enhancements

• Fulfillment costs

• 22c-2 fees, if applicable

• Sales reporting fees, if applicable

• DDA Transfer Wire Charges, if applicable

• Other miscellaneous expenses that may occur at the Funds’ direction

Special Fee Considerations:

• In the event that ALPS is successful in reducing its direct costs for maintaining inactive NSCC accounts, ALPS will reduce accordingly its fees charged under this Agreement for such accounts.