0001193125-05-134960 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • June 29th, 2005 • Forward Funds • New York

THIS AGREEMENT, dated as of June 30th, 2005, by and among Forward Funds, a Delaware statutory trust, on behalf of itself and each series thereof listed on Appendix A to this Agreement (the “Fund”), and each registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),

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FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 29th, 2005 • Forward Funds • California

AGREEMENT effective as of July 1, 2005 among Pictet International Management LTD, a United Kingdom limited liability company, (the “Sub-Adviser”), 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 “Adviser”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FORWARD FUNDS, a Delaware Statutory Trust Effective June 9, 2005
Agreement and Declaration • June 29th, 2005 • Forward Funds • Delaware

This Amended and Restated Agreement and Declaration of Trust of the Forward Funds (the “Trust”), dated as of June 9, 2005, is made among the individuals listed on the signatory page attached hereto (hereinafter referred to as Trustees) and each person who becomes a Shareholder in accordance with the terms hereinafter set forth.

EXPENSE LIMITATION AGREEMENT FOR THE SIERRA CLUB STOCK FUND (INVESTOR CLASS SHARES)
Expense Limitation Agreement • June 29th, 2005 • Forward Funds

THIS AGREEMENT, dated as of July 1, 2005, 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, The Sierra Club Stock Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

EXPENSE LIMITATION AGREEMENT FOR FORWARD GLOBAL EMERGING MARKETS FUND (INSTITUTIONAL CLASS SHARES)
Expense Limitation Agreement • June 29th, 2005 • Forward Funds

THIS AGREEMENT, dated as of July 1, 2005, 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 Global Emerging Markets Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Forward Funds • June 29th, 2005 • Forward Funds • California

AGREEMENT, effective commencing on July 1, 2005, between Netols Asset Management Inc. (the “Sub-Advisor”), Forward Management, LLC (the “Investment Advisor”) and Forward Funds (the “Trust”), on behalf of the Forward Legato Fund (the “Fund”), a series of the Trust.

EXPENSE LIMITATION AGREEMENT FOR FORWARD INTERNATIONAL SMALL COMPANIES FUND (CLASS A SHARES)
Expense Limitation Agreement • June 29th, 2005 • Forward Funds

THIS AGREEMENT, dated as of July 1, 2005, is made and entered into by and between Forward Funds, Inc., a Delaware statutory trust (the “Trust”), on behalf of the Class A shares of its series, Forward International Small Companies Fund (the “Fund”), and Forward Management, LLC (the “Investment Advisor”).

FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Forward Funds • June 29th, 2005 • Forward Funds • California

AGREEMENT, effective as of July 1, 2005, among Hansberger Global Investors, Inc. (the “Sub-Adviser”), Forward Funds (the “Trust”), and Forward Management, LLC (the “Adviser”) on behalf of the Hansberger International Equity Growth Fund (the “Fund”), a series of the Trust.

FORWARD FUNDS INVESTMENT MANAGEMENT AGREEMENT
Forward Funds • June 29th, 2005 • Forward Funds • California

AGREEMENT, effective as of July 1, 2005, between Forward Management, LLC (“Forward Management” or the “Investment Advisor”) and Forward Funds (the “Trust”) on behalf of the series of the Trust listed on Exhibit A (the “Funds”).

FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Forward Funds • June 29th, 2005 • Forward Funds • California

AGREEMENT, effective commencing on July 1, 2005, between Hoover Investment Management Co., LLC (the “Sub-Adviser”), and Forward Management, LLC (the “Adviser”) and Forward Funds (the “Trust”), on behalf of the Forward Hoover Small Cap Equity Fund (the “Fund”), a series of the Trust.

CUSTOMER IDENTIFICATION SERVICES AMENDMENT
Forward Funds • June 29th, 2005

This Customer Identification Services Amendment (this “Amendment”) amends, as of the 1st day of October, 2003 (the “Effective Date”), the Transfer Agency Services Agreement, dated as of April 1st, 1998, between Forward Funds Inc. (the “Company” or the “Fund”) and PFPC Inc. (“PFPC”) (the “Agreement”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • June 29th, 2005 • Forward Funds

This Amended and Restated Administration Agreement is entered into as of February 1, 2003 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and FORWARD FUNDS, INC., a Maryland corporation (the “Fund”).

Contract
Forward Funds • June 29th, 2005

THIS REVISED EXHIBIT 1, dated as of April 1, 2005 is the Revised Exhibit 1 to the Transfer Agency and Services Agreement dated April 1, 1998, as amended, between PFPC Inc. and Forward Funds, Inc. (the “Fund”). The following is the list of the Fund’s Portfolios that are subject to the Agreement:

AMENDMENT
Forward Funds • June 29th, 2005

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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • June 29th, 2005 • Forward Funds • Delaware

THIS AGREEMENT is made effective as of the 1st day of July, 2005 (the “Agreement”) by and between the Forward Funds, a Delaware statutory trust (the “Trust”) and PFPC Distributors, Inc. (the “Distributor”), a Massachusetts corporation.

FORWARD FUNDS a Delaware Statutory Trust
Forward Funds • June 29th, 2005

This Letter of Assignment and Assumption (the “Letter”) is made as of July 1, 2005 by and among PFPC Inc. (“PFPC”), Forward Funds, Inc. (the “Company”), and Forward Funds (the “Trust”). The Company, which has entered into the service agreements listed on Exhibit A with PFPC with respect to the series listed on Exhibit A (“Predecessor Funds”), will cause such Predecessor Funds to be reorganized as series (“Successor Funds”) of the Trust, a Delaware Statutory Trust. The Company, with the consent of PFPC as set forth below, hereby assigns to the Trust, and the Trust adopts and assumes, each of the agreements listed on Exhibit A (each, an “Agreement,” and collectively, the “Agreements”) and all of the rights and responsibilities thereunder, so that each such Agreement with the Company with respect to the Predecessor Funds shall continue in full force and effect with the Trust with respect to the respective Successor Funds indicated on Exhibit A.

REVISED EXHIBIT A
Forward Funds • June 29th, 2005

THIS REVISED EXHIBIT A, dated as of April 1, 2005 is the Revised Exhibit A to the Amended and Restated Administration Agreement dated February 1, 2003 between PFPC Inc. and Forward Funds, Inc. (the “Fund”). The following is the list of the Fund’s Portfolios that are subject to the Agreement:

FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 29th, 2005 • Forward Funds • California

AGREEMENT, effective as of July 1, 2005, among Harris, Bretall Sullivan & Smith LLC (the “Sub-Adviser”), Forward Management, LLC (the “Adviser”) and Forward Fund (the “Trust”), on behalf of the Sierra Club Stock Fund (the “Stock Fund”), a series of the Trust.

AMENDMENT
Forward Funds • June 29th, 2005

This AMENDMENT (this “Amendment”) amends as of the 30th day of March, 2005 (the “Effective Date”), the Transfer Agency and Services Agreement dated as of April 1, 1998, as amended between Forward Funds, Inc. (the “Fund”) and First Data Investor Services Group, Inc., now known as PFPC Inc., (“PFPC”) (the “Agreement”).

AMENDMENT
Forward Funds • June 29th, 2005

This AMENDMENT (this “Amendment”) amends as of the 1st day of June, 2005 (the “Effective Date”), the Transfer Agency and Services Agreement dated as of April 1, 1998, as previously amended between Forward Funds, Inc. (the “Fund”) and First Data Investor Services Group, Inc., now known as PFPC Inc., (“PFPC”) (the “Agreement”).

FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Forward Funds • June 29th, 2005 • Forward Funds • California

AGREEMENT, effective as of July 1, 2005, among Forward Uniplan Advisors, Inc. (the “Sub-Adviser”), Forward Management, LLC (the “Adviser”) and Forward Funds (the “Trust”), on behalf of the Sierra Club Equity Income Fund (the “Equity Income Fund”), a series of the Trust.

FORWARD FUNDS INVESTMENT SUB-ADVISORY AGREEMENT
Forward Funds • June 29th, 2005 • Forward Funds • California

AGREEMENT, dated as of July 1, 2005, among New York Life Investment Management, LLC, (the “Sub-Adviser”), Forward Funds (the “Trust”), and Forward Management, LLC (the “Adviser”) on behalf of the series of the Trust set forth in Appendix A (each a “Fund” and collectively the “Funds”).

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COMPLIANCE SUPPORT SERVICES AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • June 29th, 2005 • Forward Funds

This Amendment to the Amended and Restated Administration Agreement (the “Amendment”) is made as of November 10, 2004, by and between Forward Funds, Inc., a Maryland corporation (the “Fund”) and PFPC INC., a Massachusetts corporation (“PFPC”).

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • June 29th, 2005 • Forward Funds • Massachusetts

THIS AGREEMENT, dated as of this 1st day of April, 1998 between the FORWARD FUNDS, INC. (the “Fund”), a Maryland corporation having its principal place of business at 433 California Street, Suite 904, San Francisco, California 94104 and FIRST DATA INVESTOR SERVICES GROUP, INC. (“Investor Services Group”), a Massachusetts corporation with principal offices at 4400 Computer Drive, Westboro, Massachusetts 01581.

ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT
Agency and Services Agreement • June 29th, 2005 • Forward Funds

This ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT (this “Amendment”) amends as of the 24th day of July, 2002 (the “Effective Date”), the Transfer Agency and Services Agreement, dated as of April 1, 1998 (the “Agreement”), between Forward Funds (the “Company” or the “Fund”) and PFPC Inc. (“PFPC”).

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