Exhibit (h)(9)
FORM OF
EXPENSE LIMITATION AGREEMENT
FOR
THE FORWARD ▇▇▇▇▇▇▇▇▇▇ U.S. EQUITY FUND
THIS AGREEMENT, dated as of ________ __, 2002, is made and entered into by
and between Forward Funds, Inc., a Maryland corporation (the "Company"), on
behalf of its series, The Forward ▇▇▇▇▇▇▇▇▇▇ U.S. Equity Fund (the "Fund"), and
Forward Management, LLC (the "Adviser").
WHEREAS, the Adviser has been appointed the investment adviser of the Fund
pursuant to an Investment Management Agreement dated September, 1998, between
the Company, on behalf of the Fund, and the Adviser (the "Advisory Agreement");
and
WHEREAS, the Company and the Adviser desire to enter into the arrangements
described herein relating to certain expenses of the Fund;
NOW, THEREFORE, the Company and the Adviser hereby agree as follows:
1. Until further notice from the Adviser to the Company, the Adviser
agrees, subject to Section 2 hereof, to reduce the fees payable to it under the
Advisory Agreement (but not below zero) to the extent necessary to limit the
operating expenses of the Fund (exclusive of brokerage costs, interest, taxes
and dividend and extraordinary expenses) as follows:
For a period of one year from the date of this Agreement, the
Adviser shall limit its fee so that the operating expenses of the
Fund shall be limited to an annual rate (as a percentage of the
Fund's average daily net assets) of 1.99%.
2. The Fund agrees to pay to the Adviser the amount of fees that, but for
Section 1 hereof, would have been payable by the Fund to the Adviser pursuant to
the Advisory Agreement (the "Deferred Fees") for a period of three years
following the end of the period provided for in Section 1 (the "Recoupment
Period"), subject to the limitations provided in this Section. Such repayment
shall be made monthly, but only if the operating expenses of the Fund (exclusive
of brokerage costs, interest, taxes and dividend and extraordinary expenses),
without regard to such repayment, are at an annual rate (as a percentage of the
average daily net assets of the Fund) of 1.99% or less. Furthermore, the amount
of Deferred Fees paid by the Fund in any month shall be limited so that the sum
of (a) the amount of such payment and (b) the other operating expenses of the
Fund (exclusive of brokerage costs, interest, taxes and extraordinary expenses)
do not exceed the foregoing annual percentage rate. In no event will the Fund be
obligated to pay any fees waived or deferred by the Adviser with respect to any
other series of the Company.
3. The Adviser may by notice in writing to the Company terminate, in
whole or in part, its obligation under Section 1 to reduce its fees with respect
to the Fund in any period following the date specified in such notice (or change
the percentage specified in Section 1), but no such change shall affect the
obligation (including the amount of the obligation) of the Fund to repay amounts
of Deferred Fees with respect to periods prior to the date specified in such
notice.
4. A copy of the Agreement and Certificate of Incorporation establishing
the Company is on file with the Secretary of State of Maryland, and notice is
hereby given that this Agreement is executed by the Company on behalf of the
Fund by an officer of the Company as an officer and not individually and that
the obligations of or arising out of this Agreement are not binding upon any of
the Directors, officers or shareholders individually but are binding only upon
the assets and property belonging to the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Forward Funds, Inc.
on behalf of its series
The Forward ▇▇▇▇▇▇▇▇▇▇ U.S. Equity Fund Forward Management, LLC
By: ________________________ By: __________________________
Name: ________________________ Name: __________________________
Title: ________________________ Title: __________________________