Exhibit (d)(3)
FORWARD FUNDS, INC.
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, effective as of February 15, 2000, among ▇▇▇▇▇▇▇▇▇▇ Global Investors,
Inc. (the "Sub-Adviser"), Forward Funds, Inc. (the "Company"), and ▇▇▇▇▇▇▇
Investment Management Company, LLC (the "Adviser") on behalf of the ▇▇▇▇▇▇▇▇▇▇
International Equity Growth Fund (the "Fund"), a series of the Company.
WHEREAS, the Company is a Maryland corporation of the series type organized
under Articles of Incorporation dated October 3, 1997 (the "Articles") and is
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
as an open-end, diversified management investment company, and the Fund is a
series of the Company; and
WHEREAS, the Adviser has been retained by the Company to provide investment
advisory services to the Fund with regard to the Fund's investments as further
described in the Company's registration statement on Form N-lA (the
"Registration Statement") and pursuant to an Investment Management Agreement
dated August 8, 1998 ("Investment Management Agreement"); and
WHEREAS, the Fund's Board of Directors, including a majority of the directors
who dm not "interested persons," as defined in the 1940 Act, and the Fund's
stockholders have approved the appointment of the Sub-Adviser to perform certain
investment advisory services for the Company, on behalf of the Fund pursuant to
this Sub-Advisory Agreement and as described in the Registration Statement and
the Sub-Adviser is willing to perform such services for the Fund; and
WHEREAS, the Sub-Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among the Adviser, the Company and the Sub-Adviser as
follows:
1. Appointment
The Adviser hereby appoints the Sub-Adviser to perform advisory services to
the Fund for the periods and on the terms set forth in this Sub-Advisory
Agreement. The Sub-Adviser accepts such appointment and agrees to furnish
the services herein set forth, for the compensation herein provided.
2. Investment Advisory Duties
Subject to the supervision of the Board of Directors of the Fund and the
Adviser, the Sub- Adviser will, in coordination with the Adviser, (a)
provide a program of continuous investment management for the Fund in
accordance with the Fund's investment objectives, policies and limitations
as stated in the Fund's Prospectus and Statement of Additional
Information included as part of the Fund's Registration Statement filed
with the Securities and Exchange Commission, as they may be amended from
time to time, copies of which shall be provided to the Sub-Adviser by the
Adviser; (b) make investment decisions for the Fund; and (c) place orders
to purchase and sell securities for the Fund.
In performing its investment management services to the Fund under the
terms of this Agreement, the Sub-Adviser will provide the Fund with ongoing
investment guidance and policy direction.
The Sub-Adviser's duties shall not include and the Sub-Adviser shall have
no responsibility for the following: tax reporting; securities lending and
cash collateral; allocation, diversification, management and investment of
the overall assets of the Fund; management and investment of the liquidity
account; and management, investment, and compliance with respect to any
assets of the fund not allocated by the Board of Directors to the
Sub-Adviser.
The Sub-Adviser further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder, the
Advisers Act, the U.S. Internal Revenue Code of 19$6, as amended (the
"Code") and all other applicable federal and state laws and
regulations, and with any applicable procedures adopted by the
Directors, as they may be amended from time to time, copies of which
shall be provided to the Sub-Adviser by the Adviser;
(b) Use reasonable efforts to manage the Fund so that it will qualify, and
continue to qualify, as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder, provided,
however, the Sub-Adviser shall not be responsible for the tax erect or
decisions made by any other person;
(c) place orders pursuant to its investment determinations for the Fund,
in accordance with applicable policies expressed in the Fund's
Prospectus and/or Statement of Additional Information established
through written guidelines determined by the Fund and provided to the
Sub-Adviser, and in accordance with applicable legal requirements;
(d) furnish to the Company, the Adviser whatever statistical information
the Company or the Adviser may reasonably request with respect to the
Fund's assets or contemplated investments. In addition, the
Sub-Adviser will keep the Company, the Adviser and the Directors
informed of developments materially affecting the Fund's portfolio and
shall, on the Sub-Adviser's own initiative, furnish to the Fund from
time to time whatever information the Sub-Adviser believes appropriate
for this purpose;
(e) make available to the Fund's administrator, PFPC Inc. (the
"Administrator"), the Adviser and the Company, promptly upon their
request, such copies of its investment records and ledgers with
respect to the Fund as may be required to assist the Adviser, the
Administrator and the Company in their compliance with applicable laws
and regulations. The Sub-Adviser will furnish the Directors, the
Administrator, the Adviser and the Company with such periodic and
special reports regarding the Fund as they may reasonably request;
(f) meet quarterly with the Adviser and the Company's Board of Directors
to explain its investment management activities, and any reports
related to the Fund as may reasonably be requested by the Adviser
and/or the Company;
(g) immediately notify the Adviser and the Fund in the event that the
Sub-Adviser or any of its affiliates: (i) becomes aware that it is
subject to a statutory disqualification that prevents the Sub-Adviser
from serving as an investment adviser pursuant to this SubAdvisory
Agreement; or (ii) becomes aware that it is the subject of an
administrative proceeding or enforcement action by the Securities and
Exchange Commission ("SEC") or other regulatory authority. The
Sub-Adviser further fees to notify the Fund and the Adviser
immediately of any material fact known to the Sub-Adviser respecting
or relating to the Sub-Adviser that is not contained in the Fund's
Registration Statement, or any amendment or supplement thereto, but
that is required to be disclosed therein, and of any statement
contained therein that becomes untrue in any material respect; and
(h) in making investment decisions for the Fund, use no inside information
that may be in its possession or in the possession of any of its
affiliates, nor will the Sub-Adviser seek to obtain any such
information.
3. Futures and Options
The Sub-Adviser's investment authority shall include the authority to
purchase, sell, cover open positions, and generally to deal in financial
futures contracts and options thereon.
The Sub-Adviser will: (i) open and maintain brokerage accounts for
financial futures and options (such accounts hereinafter referred to as
"Brokerage Accounts") on behalf of and in the name of the Fund; and (ii)
execute for and on behalf of the Brokerage Accounts, standard customer
agreements with a broker or brokers. The Sub-Adviser may, using such of the
securities and other property in the Brokerage Accounts as the Sub-Adviser
deems necessary or desirable, direct the custodian to deposit on behalf of
the Fund, original and maintenance brokerage deposits and otherwise direct
payments of cash, cash equivalents and securities and other property into
such brokerage accounts and to such brokers as the Sub-Adviser deems
desirable or appropriate.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION (THE
"COMMISSION") IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS,
THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN,
FILED WITH THE COMMISSION. THE COMMISSION DOES NOT PASS UPON TIDE MERITS OF
PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF
COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMISSION HAS NOT
REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT
DOCUMENT.
The Fund represents and warrants that it is a "qualified eligible client"
within the meaning of CFTC Regulations Section 4.7 and, as such, consents
to treat the Fund in accordance with the exemption contained in CFTC
Regulations Section 4.7(b).
4. Investment Guidelines
In addition to the information to be provided to the Sub-Adviser under
Section 2 hereof, the Company or the Adviser shall supply the Sub-Adviser
with such other information as the Sub-Adviser shall reasonably requite
concerning the Fund's investment policies, restrictions, limitations, tax
position, liquidity requirements and other information useful in managing
the Fund's investments.
5. Representations, Warranties and Covenants of the Company, Adviser and
Sub-Adviser
The Company represents, warrants and covenants that (i) a copy of its
Registration Statement together with all amendments thereto, is on file in
the office of the U.S. Securities and Exchange Commission, (ii) the
appointment of the Adviser has been duly authorized, (iii) the appointment
of the Sub-Adviser has been duly authorized, and (iv) they have acted and
will continue to act in conformity with all applicable laws.
The Adviser represents, warrants and covenants that (i) it is authorized to
perform the services herein, (ii) the appointment of the Sub-Adviser has
been duly authorized, and (iii) it has and will continue to act in
conformity with all applicable laws.
The Sub-Adviser represents and warrants that it is registered as an
investment adviser with the U.S. Securities and Exchange Commission.
6. Use of Securities Brokers and Dealers
Purchase and sale orders will usually be placed with brokers, which are
selected by the SubAdviser as able to achieve "best execution" of such
orders. `Best execution" shall mean prompt and reliable execution at the
most favorable securities price, taking into account the other provisions
hereinafter set forth. Whenever the Sub-Adviser places orders, or directs
the placement of orders, for the purchase or sale of portfolio securities
on behalf of the Fund, in selecting brokers or dealers to execute such
orders, the Sub-Adviser is expressly authorized to consider the fact that a
broker or dealer has furnished statistical, research or other information
or services which enhance the Sub-Adviser's research and portfolio
management capability generally. It is further understood in accordance
with Section 28(e) of the Securities Exchange Act of 1934, as amended, that
the Sub-Adviser may negotiate with and assign to a broker a commission
which may exceed the commission which another broker would have charged for
effecting the transaction if the Sub-Adviser determines in good faith that
the amount of commission charged was reasonable in relation to the value of
brokerage and/or research services (as defined in Section 28(e)) provided
by such broker, viewed in terms either of the Fund or the Sub-Adviser's
overall responsibilities to the Sub-Adviser's discretionary accounts.
Neither the Sub-Adviser nor any parent, subsidiary or related firm shall
act as a securities broker with respect to any purchases or sales of
securities, which may be made on behalf of the Fund. Unless otherwise
directed by the Company or the Adviser in writing, the Sub-Adviser may
utilize the service of whatever independent securities brokerage firm or
ferns it deems appropriate to the extent that such firms are competitive
with respect to price of services and execution.
7. Compensation
For its services specified in this Agreement, the Company agrees to pay
annual fees to the Sub-Adviser equal to 0.50% of Fund assets managed by the
Sub-Adviser. Fees shall be computed and accrued daily and paid monthly
based on the average daily net asset value of the Fund's shares as
determined according to the manner provided in the then-current prospectus
of the Fund.
Most Favored Customer
It is the intent of the parties to this Agreement that the initial fees to
be charged to the Fund by the Sub-Adviser with respect to any US open end
investment company having an international equity growth mandate shall be
the same or lower than those fees charged by the Sub-Adviser on other
similar US open end investment companies of similar size having an
international equity growth mandate (managed by the ▇▇▇▇▇▇▇▇▇▇
International Growth Team) to which the Sub-Adviser provides sub-investment
advisory services at the time the relationship is established and which
sub-investment advisory agreements are entered into by the Sub-Adviser
after the date hereof. Any such fees offered by or agreed upon by the
Sub-Adviser shall be irrevocably offered in writing to the Adviser by the
Sub-Adviser within ten (10) days of the offer of such sub-advisory fees by
the Sub-Adviser. The terms and conditions of which fees, if accepted by the
Adviser in writing within thirty (30) days of such offer, shall be deemed
to constitute an amendment of the fees charged by the Sub-Adviser to the
Fund pursuant to this Agreement.
8. Fees and Expenses
The Sub-Adviser shall not be required to pay any expenses of the Fund other
than those specifically allocated to the Sub-Adviser in this Section 8. In
particular, but without limiting the generality of the foregoing, the
Sub-Adviser shall not be responsible for the following expenses of the
Fund: organization and certain offering expenses of the Fund (including
out-of-pocket expenses, but not including the Sub-Adviser's overhead and
employee costs); fees, payable to the Sub-Adviser and to any other Fund
advisers or consultants; legal expenses; auditing and accounting expenses;
interest expenses; taxes and governmental fees; fees, dues and expenses
incurred by or with respect to the Fund in connection with membership in
investment company trade organizations; cost of insurance relating to
fidelity coverage for the Company's officers and employees; fees and
expenses of the Fund's Administrator or of any custodian, subcustodian,
transfer agent, registrar, or dividend disbursing agent of the Fund;
payments to the Administrator for maintaining the Fund's financial books
and records and calculating its daily net asset value; other payments for
portfolio pricing or valuation services to pricing agents, accountants,
bankers and other specialists, if any; expenses of preparing share
certificates; other expenses in connection with the issuance, offering,
distribution or sale of securities issued by the Fund; expenses relating to
investor and public relations; expenses of registering and qualifying
shares of the Fund for sale; freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities; brokerage
commissions or other costs of acquiring or disposing of any portfolio
securities or other assets of the Fund, or of entering into other
transactions or engaging in any investment practices with respect to the
Fund; expenses of printing and distributing Prospectuses, Statements of
Additional Information, reports, notices and dividends to stockholders;
costs of stationery or other office supplies; any litigation expenses;
costs of stockholders' and other meetings; the compensation and all
expenses (specifically
including travel expenses relating to the Fund's business) of officers,
directors and employees of the Company who are not interested persons of
the Investment Manager; and travel expenses (or an appropriate portion
thereof) of officers or directors of the Company who are officers,
directors or employees of the Investment Manager to the extent that such
expenses relate to attendance at meetings of the Board of Directors of the
Company with respect to matters concerning the Fund, or any committees
thereof or advisers thereto.
9. Books and Records
The Sub-Adviser agrees to maintain such books and records with respect to
its services to the Fund as are required by Section 31 under the 1940 Act,
and rules adopted thereunder, and by other applicable legal provisions, and
to preserve such records for the periods and in the manner required by that
Section, and those rules and legal provisions. The Sub-Adviser also agrees
that records it maintains and preserves pursuant to Rules 31a-1 and Rule
31a-2 under the 1940 Act and otherwise in connection with its services
hereunder are the property of the Fund and will be surrendered promptly to
the Company upon its request except that the Sub-Adviser may retain copies
of such documents as may be required by law. The Sub-Adviser further agrees
that it will furnish to regulatory authorities having the requisite
authority any information or reports in connection with its services
hereunder which may be requested in order to determine whether the
operations of the Fund are being conducted in accordance with applicable
laws and regulations.
10. Aggregation of Orders
Provided the investment objectives, policies and restrictions of the Fund
are adhered to, the Fund agrees that the Sub-Adviser may aggregate sales
and purchase orders of securities held in the Fund with similar orders
being made simultaneously for other accounts managed by the Sub-Adviser or
with accounts of the affiliates of the Sub-Adviser, if in the Sub-Adviser's
reasonable judgment such aggregation shall result in an overall economic
benefit to the Fund taking into consideration the advantageous selling or
purchase price, brokerage conversion and other expenses. The Fund
acknowledges that the determination of such economic benefit to the Fund by
the Sub-Adviser represents the Sub-Adviser's evaluation that the Fund is
benefited by relatively better purchase or sales prices, lower commission
expenses and beneficial timing of transactions or a combination of these
and other factors.
11. Liability
Neither the Sub-Adviser nor its officers, directors, employees, affiliates,
agents or controlling persons shall be liable to the Company, the Fund, its
shareholders and/or any other person for the acts, omissions, errors of
judgment and/or mistakes of law of any other fiduciary and/or person with
respect to the Fund.
Neither the Sub-Adviser nor its officers, directors, employees, affiliates,
agents or controlling persons or assigns shall be liable for any act,
omission, error of judgment or mistake of law and/or for any loss suffered
by the Company, the Fund, its shareholders and/or any other person in
connection with the matters to which this Agreement relates; provided that
no provision of this Agreement shall be deemed to protect the Sub-Adviser
against any liability to the Company, the Fund and/or its shareholders
which it night otherwise be subject by reason of any willful misfeasance,
bad faith or gross negligence in the performance of its duties or the
reckless disregard of its obligations and duties under this Agreement.
The Company on behalf of the Fund, hereby agrees to indemnify anal hold
harmless the Sub-Adviser, its directors, officers and employees and agents
and each person, if any, who controls the Sub-Adviser (collectively, the
"Indemnified Parties" against any and all losses, claims damages or
liabilities (including reasonable attorneys fees and expenses), joint or
several, relating to the Company or Fund, to which any such Indemnified
Party may become subject under the Securities Act of 1933, as amended (the
"1933 Act"), the 1934 Act, the Investment Advisers Act of 1940, as amended
(the "Advisers Act") or other federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
(1) any act, omission, error and/or mistake of any other fiduciary and/or
any other person; or (2) any untrue statement or alleged untrue statement
of a material fact or any omission or alleged omission to state a material
fact required to be stated or necessary to make the statements made not
misleading in (a) the Registration Statement, the prospectus or any other
filing, (b) any advertisement or sales literature authorized by the Company
for use in the offer and sale of shares of the Fund, or (c) any application
or other document filed in connection with the qualification of the Company
or shares of the Fund under the Blue Sky or securities laws of any
jurisdiction, except insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any such
untrue statement or omission or alleged untrue statement or omission (i) in
a document prepared by the Sub-Adviser, or (ii) made in reliance upon and
in conformity with information furnished to the Company by or on behalf of
the Sub-Adviser pertaining to or originating with the Sub-Adviser for use
in connection with any document referred to in clauses (a), (b) or (c).
It is understood, however, that nothing in this paragraph X shall protect
any Indemnified Party against, or entitle any Indemnified Party to,
indemnification against any liability to the Company, Fund and/or its
shareholders to which such Indemnified Party is subject, by reason of its
willful misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of any reckless disregard of its obligations and
duties under this Agreement.
12. Services Not Exclusive
It is understood that the services of the Sub-Adviser are not exclusive,
and that nothing in this Agreement shall prevent the Sub-Adviser from
providing similar services to other investment advisory clients, including
but not by way of limitation, investment companies or to other series of
investment companies, including the Company (whether or not their
investment objectives and policies are similar to those of the Fund) or
from engaging in other activities, provided such other services and
activities do not, during the term of this Agreement, interfere in a
material manner with the Sub-Adviser's ability to meet its obligations to
the Fund hereunder. When the Sub-Adviser recommends the purchase or sale of
a security for other investment companies and other clients, and at the
same time the Sub-Adviser recommends the purchase or sale of the same
security for the Fund, it is understood that in light of its fiduciary duty
to the Fund, such transactions will be executed on a basis that is fair and
equitable to the Fund. In connection with purchases or sales of portfolio
securities for the account of the Fund, neither the Sub-Adviser nor any of
its directors, officers or employees shall act as a principal or agent or
receive any commission.
If the Sub-Adviser provides any advice to its clients concerning the shares
of the Fund, the Sub-Adviser shall act solely as investment counsel for
such clients and not in any way on behalf of the Company or the Fund.
The Sub-Adviser provides investment advisory services to numerous other
investment advisory clients, including but not limited to other funds and
may give advice and take action which may differ from the timing or nature
of action taken by the Sub-Adviser with respect to the Fund. Nothing in
this Agreement shall impose upon the Sub-Adviser any obligations other than
those imposed by law to purchase, sell or recommend for purchase or sale,
with respect to the Fund, any security which the Sub-Adviser, or the
shareholders, officers, directors, employees or affiliates may purchase or
sell for their own account or for the account of any client.
13. Materials
The Adviser shall not publish or distribute or allow the Fund to publish or
distribute any advertising or promotional material regarding the provision
of investment advisory services by the Sub-Adviser pursuant to this
Agreement, without the prior written consent of the Sub-Adviser, which
consent shall not be unreasonably withheld or delayed. If the Sub-Adviser
has not notified the Adviser of its disapproval of sample materials within
twenty (20) days after its receipt thereof, such materials shall be deemed
approved. Materials substantially similar to materials approved on an
earlier occasion shall also be deemed approved. The Sub-Adviser will be
provided with any Registration Statements containing references or
information with respect to the Sub-Adviser prior to the filing of same
with any regulatory authority and afforded the opportunity to comment
thereon.
14. Duration and Termination
This Agreement shall continue until February 15, 2002, and thereafter shall
continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Directors
or (ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's
outstanding voting securities (as defined in the 1940 Act), provided that
in either event the continuance is also approved by a majority of the
Directors who are not parties to this Agreement or "interested persons" (as
defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the
Directors or by vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Sub-Adviser; (b) by
the Adviser at any time without penalty, upon sixty (60) days' written
notice to the Sub-Adviser or (c) by the Sub-Adviser at any time without
penalty, upon sixty (60) days' written notice to the Company. This
Agreement will also terminate automatically in the event of its assignment
(as defined in the 1940 Act). Any termination of this Agreement will be
without prejudice to the completion of transaction already initiated by the
Sub-Adviser on behalf of the Fund at the time of such termination.
The Sub-Adviser shall take all steps reasonably necessary after such
termination to complete any such transactions and is hereby authorized to
take such steps.
15. Amendments
This Agreement may be amended at any time but only by the mutual agreement
of the parties.
16. Proxies
Unless the Company gives written instructions to the contrary, the
Sub-Adviser shall vote all proxies solicited by or with respect to the
issuers of securities invested in by the Fund. The Sub-Adviser shall
maintain a record of how the Sub-Adviser voted and such record shall be
available to the Company upon its request. The Sub-Adviser shall use its
best good faith judgment to vote such proxies in a manner which best serves
the interests of the Fund's shareholders.
17. Notices
Any written notice required by or pertaining to this Agreement shall be
personally delivered to the party for whom it is intended, at the address
stated below, or shall be sent to such party by prepaid first class nail or
facsimile.
If to the Company:
Forward Funds, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Sub-Adviser:
▇▇▇▇▇▇▇▇▇▇ Global Investors, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Adviser:
▇▇▇▇▇▇▇ Investment Management Co., LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
18. Confidential Information
The Sub-Adviser shall maintain the strictest confidence regarding the
business affairs of the Fund. written reports furnished by the Sub-Adviser
to the Company and the Adviser shall be treated by all of the parties as
confidential and for the exclusive use and benefit of the Company and the
Fund except as disclosure may be required by applicable law.
19. Name Reservation
The Adviser acknowledges and agrees that the Sub-Adviser has property
rights relating to the use of the terms "▇▇▇▇▇▇▇▇▇▇" Global Investors". HGI
and "▇▇▇▇▇▇▇▇▇▇" (the "▇▇▇▇▇▇▇▇▇▇ Name") and has permitted the use of the
▇▇▇▇▇▇▇▇▇▇ Name by the Fund and its International Equity Fund series. The
Adviser agrees that, unless otherwise authorized by the Sub-Adviser: (i) it
will use the term "▇▇▇▇▇▇▇▇▇▇" only as a component of the name of the Fund
and for no other purposes; (ii) it will not purport to grant to any third
party any rights in any ▇▇▇▇▇▇▇▇▇▇ Name; and (iii) the Sub-Adviser may use
or grant to others the right to use a ▇▇▇▇▇▇▇▇▇▇ Name, or any abbreviation
thereof, as all or a portion of a corporate or business name or for any
commercial purpose, including a grant of such right to any other investment
company.
Upon termination of this Agreement, the Adviser shall, at the request of
the Sub-Adviser, cease to use all ▇▇▇▇▇▇▇▇▇▇ Names in any of its materials
or in any manner except with the consent of the Sub-Adviser, which shall
not be unreasonably withheld. In the event of any such request by the
Sub-Adviser that use by the Adviser of a ▇▇▇▇▇▇▇▇▇▇ Name shall cease and in
the absence of any such consent, the Adviser shall cause its officers,
directors and employees to take any and all such actions which the
Sub-Adviser may reasonably request to effect such request.
20. Miscellaneous
(a) This Agreement shall be governed by the laws of the State of
California, provided that nothing herein shall be construed in a
manner inconsistent with the 1940 Act, the Advisers Act, or rules or
orders of the SEC thereunder.
(b) Concurrently with the execution of this Agreement, the Sub-Adviser is
delivering to the Adviser and the Company a copy of Part II of its
Form ADV, as revised, on file with the Securities and Exchange
Commission. The Adviser and the Company hereby acknowledge receipt of
such copy.
(c) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
(d) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected hereby and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
(f) Nothing herein shall be construed as constituting the Sub-Adviser as
an agent of the Company or the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of February 15, 2000.
FORWARD FUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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President
▇▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Chairman & C.E.O.
▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT CO., LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
