0001193125-09-094753 Sample Contracts

Exhibit (d)(24) Sub-Advisory Agreement FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) effective as of December 1, 2008, is by and among Lazard Asset Management LLC (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Accessor International Equity Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”).

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Exhibit (h)(7)(a) Expense Limitation Agreement EXPENSE LIMITATION AGREEMENT FOR FORWARD INTERNATIONAL EQUITY FUND
Expense Limitation Agreement • April 30th, 2009 • Forward Funds

THIS AGREEMENT, dated as of May 1, 2009, is made and entered into by and between Forward Funds, a Delaware statutory trust (the “Trust”), on behalf of its series, Forward International Equity Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

Exhibit (h)(7)(k) Expense Limitation Agreement EXPENSE LIMITATION AGREEMENT FOR FORWARD REAL ESTATE FUND
Expense Limitation Agreement • April 30th, 2009 • Forward Funds

THIS AGREEMENT, dated as of May 1, 2009, is made and entered into by and between Forward Funds, a Delaware statutory trust (the “Trust”), on behalf of its series, Forward Real Estate Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

Exhibit (h)(7)(h) Expense Limitation Agreement EXPENSE LIMITATION AGREEMENT FOR FORWARD GROWTH FUND (INSTITUTIONAL CLASS SHARES)
Expense Limitation Agreement • April 30th, 2009 • Forward Funds

THIS AGREEMENT, dated as of January 1, 2009, is made and entered into by and between Forward Funds, a Delaware statutory trust (the “Trust”), on behalf of the Institutional Class shares of its series, Forward Growth Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

Exhibit (d)(16)(a) Amendment to Sub-Advisory Agreement AMENDMENT TO SUB- ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated September 1, 2008, between Smith Asset Management Group, L.P. (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Accessor Growth Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”), is entered into as of November 17, 2008 with reference to the following facts:

Exhibit (h)(7)(g) Expense Limitation Agreement EXPENSE LIMITATION AGREEMENT FOR FORWARD GROWTH FUND (INVESTOR CLASS SHARES)
Expense Limitation Agreement • April 30th, 2009 • Forward Funds

THIS AGREEMENT, dated as of January 1, 2009, is made and entered into by and between Forward Funds, a Delaware statutory trust (the “Trust”), on behalf of the Investor Class shares of its series, Forward Growth Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

Exhibit (m)(2) Amended and Restated Distribution Services Agreement AMENDED AND RESTATED DISTRIBUTION SERVICES AGREEMENT (RULE 12b-1 PLAN) Forward Banking and Finance Fund CLASS A SHARES
Distribution Services Agreement • April 30th, 2009 • Forward Funds

This Distribution Services Agreement (the “Plan”) is adopted by the Forward Funds (the “Trust”), a Delaware statutory trust organized under the Investment Company Act of 1940 (the “Act”) as an open-end mutual fund, with respect to the distribution of its Class A Shares of the Forward Banking and Finance Fund (the “Fund”) by the principal underwriter and distributor for the Fund (the “Distributor”).

Exhibit (d)(7)(a) Amendment to Sub-Advisory Agreement AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated July 1, 2005, and amended and restated on January 1, 2006, between Hoover Investment Management Co., LLC (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Forward Small Cap Equity Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”), is entered into as of January 2, 2009 with reference to the following facts:

Exhibit (h)(1)(a) Amended and Restated Fund Accounting and Administration Agreement AMENDED AND RESTATED FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
Fund Accounting and Administration Agreement • April 30th, 2009 • Forward Funds • Colorado

AGREEMENT made this 12th day of September, 2005, and amended as of the 1st day of March 2006 between Forward Funds, a Delaware statutory trust (the “Fund”) and ALPS Mutual Funds Services, Inc., (“ALPS”) a Colorado corporation.

Exhibit (h)(2) Form of Amended and Restated Transfer Agency and Service Agreement AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 30th, 2009 • Forward Funds • Colorado

This Amended and Restated Transfer Agency and Services Agreement (the “Agreement”) is made as of this 29th day of April, 2009 and effective as of May 1, 2009, between Forward Funds, a Delaware statutory trust (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation having its principal office at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Transfer Agent”).

Exhibit (d)(6)(a) Amendment to Sub-Advisory Agreement AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated July 1, 2005, between Pictet Asset Management LTD (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Forward Emerging Markets Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”), is entered into as of January 2, 2009 with reference to the following facts:

Exhibit (h)(7)(j) Expense Limitation Agreement EXPENSE LIMITATION AGREEMENT FOR FORWARD GROWTH FUND (CLASS C SHARES)
Expense Limitation Agreement • April 30th, 2009 • Forward Funds

THIS AGREEMENT, dated as of January 1, 2009, is made and entered into by and between Forward Funds, a Delaware statutory trust (the “Trust”), on behalf of the Class C shares of its series, Forward Growth Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

Exhibit (h)(7)(i) Expense Limitation Agreement EXPENSE LIMITATION AGREEMENT FOR FORWARD GROWTH FUND (CLASS A SHARES)
Expense Limitation Agreement • April 30th, 2009 • Forward Funds

THIS AGREEMENT, dated as of January 1, 2009, is made and entered into by and between Forward Funds, a Delaware statutory trust (the “Trust”), on behalf of the Class A shares of its series, Forward Growth Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

Exhibit (e)(2)(c) Form of Amendment No. 2 to the Distribution Agreement AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2009 • Forward Funds • Pennsylvania

THIS AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT (this “Amendment”), effective as of the 1st day of May, 2009 (the “Amendment Effective Date”), between FORWARD FUNDS, a Delaware statutory trust, solely on behalf of each of the series or portfolios (“Portfolios”) set forth in Schedule A, as amended herein (the “Fund”) and SEI INVESTMENTS DISTRIBUTION CO. (the “Distributor”).

Exhibit (d)(14)(a) Amendment to Sub-Advisory Agreement AMENDMENT TO SUB- ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated July 11, 2007, between Piedmont Investment Advisors, LLC (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Forward Large Cap Equity Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”), is entered into as of January 2, 2009 with reference to the following facts:

Exhibit (d)(9)(a) Form of Amendment to Sub-Advisory Agreement AMENDMENT TO SUB- ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated July 1, 2005, between Forward Uniplan Advisors, Inc. (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Forward Uniplan Real Estate Investment Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”), is entered into as of January 22, 2009 with reference to the following facts:

Exhibit (h)(7)(l) Form of Advisory Fee Waiver Agreement
Letter Agreement • April 30th, 2009 • Forward Funds • California

This letter agreement (the “Agreement”) confirms the advisory fee waiver between Forward Funds (the “Trust”), on behalf of each of the series listed on Schedule A (each a “Fund” and collectively, the “Funds”), and Forward Management, LLC (the “Advisor”) with respect to the portfolio management of the Funds.

Exhibit (h)(1)(h) Assignment No. 1 to Administration Agreement
Administration Agreement • April 30th, 2009 • Forward Funds

Reference is hereby made to that certain Administration Agreement dated December 31, 2006 and amended February 21, 2008 (the “Administration Agreement”) between Accessor Funds, Inc. (“Accessor”) and SEI Investments Global Funds Services (“SEI”).

Exhibit (d)(4)(a) Amendment to Sub-Advisory Agreement AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated May 1, 2005, between Emerald Advisers, Inc. (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Forward Banking & Finance Fund and Forward Growth Fund, series of the Trust (each, a “Fund,” and collectively the “Funds”), and Forward Management, LLC (the “Advisor”), is entered into as of January 2, 2009 with reference to the following facts:

Exhibit (h)(l)(f) Administration Agreement ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2009 • Forward Funds • Pennsylvania

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2006 (the “Effective Date”), by and between Accessor Funds, Inc., (“Accessor”) a Maryland corporation (the “Fund”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

Exhibit (d)(13)(a) Amendment to Sub-Advisory Agreement AMENDMENT TO SUB- ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated December 7, 2006, and amended and restated as of November 14, 2007, between Cedar Ridge Partners, LLC (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Forward Long/Short Credit Analysis Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”), is entered into as of January 2, 2009 with reference to the following facts:

Exhibit (h)(3) Form of Amended and Restated Transfer Agent Interactive Client Services Agreement AMENDED AND RESTATED TRANSFER AGENT INTERACTIVE CLIENT SERVICES AGREEMENT
Services Agreement • April 30th, 2009 • Forward Funds • Colorado

This Amended and Restated Transfer Agency and Services Agreement (the “Agreement”) is made this 29th day of April , 2009 and effective as of May 1, 2009, (the “Effective Date”) between Forward Funds, a Delaware statutory trust, (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”). ALPS and the Fund are collectively referred to herein as the “Parties” and individually as the “Party”.

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Exhibit (h)(l)(i) Form of Amendment No. 2 to Administration Agreement AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2009 • Forward Funds • Pennsylvania

THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 8th day of January, 2009 (the “Amendment Effective Date”), between FORWARD FUNDS (successor in interest to Accessor Funds, Inc.) (the “Fund”) and SEI INVESTMENTS GLOBAL FUNDS SERVICES (the “Administrator”).

Exhibit (h)(4) Form of Transfer Agency Fee Reimbursement Agreement
Letter Agreement • April 30th, 2009 • Forward Funds • California

This letter agreement (the “Agreement”) confirms the fee reimbursement between Forward Funds (the “Trust”), on behalf of each of the series listed on Schedule A (each a “Fund” and collectively, the “Funds”), and Forward Management, LLC (the “Advisor”) with respect to the transfer agency fees paid by the Funds to the transfer agent, ALPS Fund Services, Inc. (“ALPS”).

Exhibit (d)(24)(a) Amendment to Sub-Advisory Agreement AMENDMENT TO SUB- ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated December 1, 2008, between Lazard Asset Management LLC (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Accessor International Equity Fund, a series of the Trust (the “Fund”), and Forward Management, LLC (the “Advisor”), is entered into as of December 1, 2008 with reference to the following facts:

Exhibit (h)(l)(j) Amendment No. 3 to Administration Agreement AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2009 • Forward Funds • Pennsylvania

THIS AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 1st day of May, 2009 (the “Amendment Effective Date”), between FORWARD FUNDS (successor in interest to Accessor Funds, Inc.) (the “Fund”) and SEI INVESTMENTS GLOBAL FUNDS SERVICES (the “Administrator”).

Exhibit (h)(1)(g) Amendment No. 1 to Administration Agreement AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2009 • Forward Funds • Pennsylvania

THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 18th day of February, 2008 (the “Amendment Effective Date”), between ACCESSOR FUNDS, INC. (the “Fund”) and SEI INVESTMENTS GLOBAL FUNDS SERVICES (the “Administrator”).

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