EXPENSE LIMITATION AGREEMENT
FOR
THE FORWARD XXXXXX MINI-CAP FUND
(INSTITUTIONAL CLASS SHARES)
THIS AGREEMENT, dated as of August 11, 2003, is made and entered into
by and between Forward Funds, Inc., a Maryland corporation (the "Company"), on
behalf of the Institutional Class shares of its series, The Forward Xxxxxx
Mini-Cap Fund (the "Fund"), and Forward Management, LLC (the "Investment
Advisor").
WHEREAS, the Investment Advisor has been appointed the investment
adviser of the Fund pursuant to an Investment Management Agreement dated
December 5, 2002, between the Company, on behalf of the Fund, and the Investment
Advisor (the "Advisory Agreement"); and
WHEREAS, the Company and the Investment Advisor desire to enter into
the arrangements described herein relating to certain expenses of the Fund;
NOW, THEREFORE, the Company and the Investment Advisor hereby agree as
follows:
1. Until further notice from the Investment Advisor to the Company, the
Investment Advisor agrees, subject to Section 2 hereof, to reduce the fees
payable to it under the Advisory Agreement (but not below zero) to the extent
necessary to limit the operating expenses of the Fund (exclusive of brokerage
costs, interest, taxes and dividend and extraordinary expenses) as follows:
For the period from the date of this Agreement until January 1,
2004, the Investment Advisor shall limit its fee so that the
operating expenses of the Fund shall be limited to an annual rate
(as a percentage of the Fund's average daily net assets) of
1.43%.
2. The Fund agrees to pay to the Investment Advisor the amount of fees
that, but for Section 1 hereof, would have been payable by the Fund to the
Investment Advisor pursuant to the Advisory Agreement (the "Deferred Fees") for
a period of three years following the end of the period provided for in Section
1 (the "Recoupment Period"), subject to the limitations provided in this
Section. Such repayment shall be made monthly, but only if the operating
expenses of the Fund (exclusive of brokerage costs, interest, taxes and dividend
and extraordinary expenses), without regard to such repayment, are at an annual
rate (as a percentage of the average daily net assets of the Fund) of 1.43% or
less. Furthermore, the amount of Deferred Fees paid by the Fund in any month
shall be limited so that the sum of (a) the amount of such payment and (b) the
other operating expenses of the Fund (exclusive of brokerage costs, interest,
taxes and extraordinary expenses) do not exceed the foregoing annual percentage
rate. In no event will the Fund be obligated to pay any fees waived or deferred
by the Investment Advisor with respect to any other series of the Company.
3. The Investment Advisor may by notice in writing to the Company
terminate, in whole or in part, its obligation under Section 1 to reduce its
fees with respect to the Fund in any period following the date specified in such
notice (or change the percentage specified in Section 1), but no such change
shall affect the obligation (including the amount of the obligation) of the Fund
to repay amounts of Deferred Fees with respect to periods prior to the date
specified in such notice.
4. A copy of the Agreement and Certificate of Incorporation
establishing the Company is on file with the Secretary of State of Maryland, and
notice is hereby given that this Agreement is executed by the Company on behalf
of the Fund by an officer of the Company as an officer and not individually and
that the obligations of or arising out of this Agreement are not binding upon
any of the Directors, officers or shareholders individually but are binding only
upon the assets and property belonging to the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Forward Funds, Inc.
on behalf of the Institutional Class
of its series
The Forward Xxxxxx Mini-Cap Fund Forward Management, LLC
By: /s/ Xxxx Xxxx, Jr. By: /s/ Xxxx X. XxXxxxx
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Name: J. Xxxx Xxxx, Jr. Name: Xxxx X. XxXxxxx
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Title: President Title: COO
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