Exhibit (h)(8)(a) AMENDED AND RESTATED AGREEMENT FOR RULE 38a-1 COMPLIANCE SUPPORT SERVICES
Exhibit (h)(8)(a)
AMENDED AND RESTATED AGREEMENT FOR
RULE 38a-1 COMPLIANCE SUPPORT SERVICES
THIS AMENDED AND RESTATED AGREEMENT (the “Amended Agreement”) is made as of September 1, 2010 by and between FORWARD FUNDS (the “Trust”), a Delaware statutory trust, and FORWARD MANAGEMENT, LLC (“Forward Management”), a Delaware limited liability company.
WHEREAS, Forward Management serves as investment adviser to the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), pursuant to that certain Amended and Restated Investment Management Agreement effective as of May 1, 2005, and amended and restated as of January 8, 2008, and March 5, 2008, pursuant to which Forward Management provides certain investment advisory and management services to the Trust (the “Advisory Agreement”);
WHEREAS, the Board of Trustees previously appointed a chief compliance officer for the Trust (the “CCO”) in accordance with Rule 38a-1 under the 1940 Act (“Rule 38a-1”);
WHEREAS, the Trust and Forward Management previously entered into an agreement dated September 1, 2008 (the “Agreement”) pursuant to which the Trust retained Forward Management to provide certain regulatory compliance support services necessary for the operation of the Trust, including making available a qualified individual to serve as CCO for the Trust, and all reasonably necessary resources to the Trust’s CCO as is required for compliance with Rule 38a-1, and which are not provided for under the Advisory Agreement or any other agreement between the Trust and Forward Management or any third-party service provider; and
WHEREAS, the Trust and Forward Management now wish to amend and restate the terms of the Agreement.
THEREFORE, in consideration of the promises and covenants herein contained, it is hereby agreed as follows:
1. Effective as of the date first above written, Forward Management will provide a qualified individual to serve as CCO for the Trust and such regulatory compliance support services as the Trust and the CCO shall reasonably require in connection with compliance by the Trust with Rule 38a-1. Such services shall include:
| • | Provision of CCO. Forward Management will provide, subject to approval of the Board of Trustees, an individual officer of Forward Management with sufficient qualifications to serve as the CCO for the Trust. |
| • | Provision of support personnel. Forward Management will provide to the Trust’s CCO such professional and clerical personnel and administrative assistance and resources as shall be reasonably necessary for the execution of the CCO’s obligations under Rule 38a-1; |
| • | Oversight of third-party service providers. Forward Management will provide such assistance to the CCO as shall be reasonably necessary to review and monitor the compliance programs of the Trust’s sub-advisers, transfer agents, fund administrators and other service providers as required in compliance with Rule 38a-1; |
| • | Coordination of regulatory compliance functions. Forward Management will provide such support to the CCO as shall be reasonably necessary to coordinate those portions of the Trust’s regulatory compliance program as administered by Forward Management as well as by third-party vendors, including coordination among Forward Management’s legal, marketing and accounting departments, outside legal counsel, and auditors, as well as the Trust’s sub-advisors, administrators, transfer agents and custodians. |
| • | Assistance with annual compliance review. Forward Management will provide such support to the CCO as shall be reasonably necessary to perform the annual compliance review and report in compliance with Rule 38a-1. |
| • | Assistance with quarterly reports. Forward Management will provide such support to the CCO as shall be reasonably necessary to provide the Board of Trustees of the Trust (the “Board”) with compliance reports on a quarterly basis or at such other frequency as the Board may reasonably request. |
2. The Trust shall compensate Forward Management for the services provided hereunder in an amount equal to: (i) $300,000 per annum for services provided in connection with those series of the Trust set forth in the Schedule attached hereto and made part hereof, and any additional series that may be created from time to time; and (ii) the cost of reasonable expenses related to the performance of the CCO’s duties, including travel expenses, which amount shall be paid monthly in arrears by the 10th business day of the month, or at such other amount and frequency as may be agreed upon between the parties in writing from time to time. Each series of the Trust shall bear its pro rata share of the fee set forth in this paragraph.
3. The Trust has the right, through its Trustees, officers or agents, to inspect, audit and copy all records pertaining to performance of services under this Amended Agreement. In compliance with Section 31 of the 1940 Act and the rules thereunder, Forward Management agrees that all records that it maintains in connection with the services provided hereunder are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request, and to preserve such records as required under the 1940 Act. In such event that the Trust requests that such records be surrendered pursuant to this paragraph, Forward Management will have the right to copy at its own expense such records and retain such copies as it may deem necessary or desirable.
4. This Amended Agreement shall become effective as of the date first above written. Either party to this Amended Agreement may terminate this Amended Agreement at any time without penalty upon sixty days’ written notice to the other party. Any notices provided under this Amended Agreement shall be given in writing at such address as each party may designate in writing. The terms of this Amended Agreement may be amended upon the written consent of each party.
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5. This Amended Agreement shall be governed by the laws of the State of California.
6. If any provision of this Amended Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Amended Agreement shall not be affected hereby and, to this extent, the provisions of this Amended Agreement shall be deemed to be severable.
7. This Amended Agreement serves as the entire agreement between the parties and supersedes and replaces any prior agreement, discussions, representations or communications.
8. Nothing in this Amended Agreement shall prevent Forward Management from providing the same or similar regulatory support services to other parties.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended Agreement as of the day and year first above written in San Francisco, California.
| FORWARD MANAGEMENT, LLC | ||||||||
| By: |
/s/ J. Xxxx Xxxx, Jr. |
By: |
/s/ Xxxxxxx X. Xxxxxx | |||||
| Name: |
J. Xxxx Xxxx, Jr. |
Name: |
Xxxxxxx X. Xxxxxx | |||||
| Title: |
President |
Title: |
President | |||||
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SCHEDULE OF SERIES OF FORWARD FUNDS
(as of September 1, 2010)
Forward Aggressive Growth Allocation Fund
Forward Balanced Allocation Fund
Forward Banking and Finance Fund
Forward Emerging Markets Fund
Forward Frontier Markets Fund (to subsequently be renamed the Forward Frontier MarketStrat Fund)
Forward Global Infrastructure Fund
Forward Growth & Income Allocation Fund
Forward Growth Allocation Fund
Forward Growth Fund
Forward High Yield Bond Fund
Forward Income & Growth Allocation Fund
Forward Income Allocation Fund
Forward International Dividend Fund
Forward International Equity Fund
Forward International Fixed Income Fund
Forward International Real Estate Fund
Forward International Small Companies Fund
Forward Investment Grade Fixed-Income Fund
Forward Large Cap Equity Fund
Forward Large Cap Growth Fund
Forward Large Cap Value Fund
Forward Legato Fund
Forward Long/Short Credit Analysis Fund
Forward Mortgage Securities Fund
Forward Real Estate Fund
Forward Select Income Fund
Forward Small Cap Equity Fund
Forward Small To Mid Cap Fund (to subsequently be renamed the Forward SMIDPlus Fund)
Forward Strategic Alternatives Fund
Forward Strategic Realty Fund
Forward Tactical Growth Fund
Forward U.S. Government Money Fund
