Exhibit (h)(1)(c)
AMENDMENT
This AMENDMENT (this "Amendment") amends as of the 1st day of April, 2003
(the "Effective Date"), the Transfer Agency and Services Agreement, dated as of
April 1, 1998, between Forward Funds, Inc. (the "Fund") and First Data Investor
Services Group, Inc., now known as PFPC Inc., ("PFPC") (the "Agreement").
For valuable consideration the receipt and sufficiency of which the parties
hereto hereby acknowledge, the Fund and PFPC hereby agree that, as of the
Effective Date, the Agreement shall (without any further action by either of the
parities hereto) be amended as follows:
1. All references to "First Data Investor Services Group, Inc." and "Investor
Services Group" are hereby deleted and replaced with "PFPC Inc." and "PFPC"
respectively.
2. Section 3.1(c) is amended by replacing the phrase "Schedule B for the fees
also identified in Schedule B" with the phrase "writing between the parties for
the fees also set forth in writing between the parties".
3. Article 3 is amended by adding the following new Section 3.6:
"3.6 Proxy Advantage. The Fund hereby engages PFPC as its exclusive proxy
solicitation service provider with respect to those items and for such fees
as may be agreed upon in writing from time to time between the parties"
4. Article 6 is hereby deleted in its entirety and replaced with the following
revised Article 6:
"6.1 As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to from
time to time in writing by the Fund and PFPC. The Fund acknowledges that
PFPC may receive float benefits and/or investment earnings in connection
with maintaining certain accounts required to provide services under this
Agreement.
6.2 The Fund acknowledges that the fees PFPC charges the Fund under this
Agreement reflect the allocation of risk between the parties, including the
disclaimer of warranties in Section 9.3 and the limitations on liability
and exclusion of remedies in Section 11.2 and Article 12. Modifying the
allocation of risk from what is stated here would affect the fees that PFPC
charges, and in consideration of those fees, the Fund agrees to the stated
allocation of risk."
5. Section 13.1 is amended by deleting the phrase "five (5)" and inserting the
phrase "two (2)".
6. Section 13.5 is amended by replacing the phrase "Schedule C" in first
sentence and the last sentence with the phrase "writing between the parties".
7. The notice information pertaining to the Fund contained in Article 18 of
the Agreement is hereby amended to read as follows:
Forward Funds, Inc.
000 Xxxxxxxxxx Xxxxxx
00/xx/ Xxxxx
Xxx Xxxxxxxxx, XX 00000
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8. Exhibit 1 - List of Portfolios is hereby deleted and replaced with the
attached revised Exhibit 1.
9. Schedule A of the Agreement is hereby amended to add the following new
Section 10:
"10. Retirement Plans.
(a) In connection with the Individual Retirement Accounts, Simplified
Employee Pension plans, Rollover Individual Retirement plans, Xxxxxxxxx
ESA's and XXXX Individual Retirement Accounts ("XXX Plans"), 403(b) Plans,
Money Purchase, Profit Sharing plans and Single Participant "k" plans
("Qualified Plans") (collectively, the "Retirement Plans") within the
meaning of Section 401, 403(b)(7) and 408 of the Internal Revenue Code of
1986, as amended (the "Code") sponsored by the Fund for which contributions
of the Funds' shareholders (the "Participants") are invested solely in
Shares of the Fund, PFPC shall provide the following administrative
services:
(i) Establish a record of types and reasons for distributions (i.e.,
attainment of age 59-1/2, disability, death, return of excess
contributions, etc.);
(ii) Record method of distribution requested and/or made;
(iii) Receive and process designation of the beneficiary forms;
(iv) Examine and process requests for direct transfers between
custodians/trustees; specifically, when appropriate, provide for
successor custodian acceptance, receive in assets and invest in
accordance to shareholder instructions; or when appropriate, transfer
and pay over to the successor assets in the account and records
pertaining thereto as requested;
(v) Prepare any annual reports or returns required to be prepared and/or
filed by a custodian of a Retirement Plan, including, but not limited
to, an annual fair market value report, Forms 1099-R and 5498 and
file with the IRS and provide to Participant/Beneficiary; and
(vi) Perform applicable federal withholding and send
Participants/Beneficiaries an annual notice regarding required
federal income tax withholding.
(b) PFPC shall arrange for PFPC Trust Company to serve as custodian for
the Fund's Retirement Plans.
(c) With respect to the Retirement Plans, PFPC shall provide the Fund
with the associated Plan documents for use by the Fund and PFPC shall be
responsible for the maintenance of such documents in compliance with all
applicable provisions of the Code and the regulations promulgated
thereunder.
10. Schedule B - Fee Schedule and Schedule C - Out-of-Pocket Expenses are
hereby deleted from the Agreement in their entirety.
11. This Amendment contains the entire understanding between the parties with
respect to the services contemplated hereby. Except as expressly set forth
herein, the Agreement shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
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FORWARD FUNDS, INC. PFPC INC.
(f/k/a First Data Investor Services
Group, Inc.)
By: /s/ Xxxx X. XxXxxxx By: /s/ Xxxxx Xxxxxx
-------------------------------- -------------------------------------
Name: Xxxx X. XxXxxxx Name: Xxxxx Xxxxxx
------------------------------ -----------------------------------
Title: Treasurer Title: Senior Vice President
----------------------------- ----------------------------------
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Exhibit 1
LIST OF PORTFOLIOS
Forward Xxxxxxxxxx International Growth Fund
Forward Xxxxxx Small Cap Equity Fund
Forward Xxxxxx Small Cap Equity Fund, Institutional Class
Forward Xxxxxx Mini-Cap Fund
Forward Uniplan Real Estate Investment Fund
Sierra Club Stock Fund
Sierra Club Balanced Fund
Sierra Club Fed Fund - Cash Reserve Shares
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