0000889188-09-000023 Sample Contracts

FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 31st, 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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AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 31st, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated September 1, 2008, between BlackRock Financial Management, Inc. (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Accessor Mortgage Securities 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:

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 31st, 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:

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 31st, 2009 • Forward Funds • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 12th day of June, 2009, by and between Forward Funds, a Delaware statutory trust with its principal place of business at 433 California Street, 11th Floor, San Francisco, California (the “Acquiring Trust”), on behalf of each of its series listed in Exhibit A hereto (each an “Acquiring Fund”), and The Kensington Funds, a Delaware statutory trust with its principal place of business at 4 Orinda Way, Suite 200C, Orinda, California (the “Acquired Trust”), on behalf of each of its series listed in Exhibit A hereto (each an “Acquired Fund”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 31st, 2009 • Forward Funds • California

This amendment (the “Amendment”) to the Sub-Advisory Agreement (the “Agreement”) dated July 1, 2005, and amended and restated as of December 1, 2007, between Pictet Asset Management Ltd (the “Sub-Advisor”), Forward Funds (the “Trust”), on behalf of the Forward International Small Companies 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:

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 31st, 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:

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 31st, 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:

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 31st, 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:

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