As filed with the Securities and Exchange Commission on July 1, 2009
1933 Act Registration No. 033-48940
1940 Act Registration No. 811-06722
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 63
AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 63
FORWARD FUNDS
(Exact Name of Registrant as Specified in Charter)
433 California Street, 11 th Floor
San Francisco, California 94104
(Address of Principal Executive Office) (Zip Code)
Registrants Telephone Number, including Area Code: 1-800-999-6809
J. ALAN REID, JR.
Forward Funds
433 California Street, 11 th Floor
San Francisco, California 94104
(Name and address of agent for service of process)
COPIES TO:
DOUGLAS P. DICK
Dechert LLP
4675 MacArthur Court, Suite 1400
Newport Beach, California 92660-8842
(Name and address of agent for service of process)
It is proposed that this filing will become effective:
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Immediately upon filing pursuant to paragraph (b) |
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On (date) pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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On (date) pursuant to paragraph (a)(1) |
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On (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment |
The information contained herein is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JULY 1, 2009
FORWARD TACTICAL GROWTH FUND
PROSPECTUS
CLASS C SHARES
INVESTOR CLASS SHARES
INSTITUTIONAL CLASS SHARES
[ ], 2009
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. It is a criminal offense to say otherwise.
Forward Funds, like other mutual funds, try to meet their stated investment goals but there is no guarantee that the goals will be met. Investments in the Funds are not bank deposits; they are not insured by the FDIC, the Federal government or any other agency.
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What are the Principal Risks of Investing in the Forward Tactical Growth Fund? |
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The Forward Tactical Growth Funds investment objective is to produce above-average, risk-adjusted returns, in any market environment, while exhibiting less downside volatility than the market itself. There is no guarantee that the Fund will achieve its objective.
PRINCIPAL INVESTMENT STRATEGIES
The Forward Tactical Growth Fund invests primarily in a diversified portfolio of exchange-traded funds (ETFs) and instruments providing exposure to U.S. and non-U.S. equity securities (comprised of futures and options on securities, securities indexes and shares of ETFs), which represent general asset classes, including both U.S. and overseas equity markets. The Fund may also invest in other equity securities, including common stocks, preferred stocks, convertible securities, or warrants to buy common stocks of U.S. and non-U.S. issuers. Under certain market conditions, the Fund may hold a substantial portion of its assets in cash and cash equivalents and/or fixed income securities of U.S. and non-U.S. issuers.
The Funds investment strategy is designed to evaluate potential long and short investments in an attempt to isolate those securities that the sub-advisor believes are undervalued or overvalued relative to their intrinsic value and offer the greatest risk-adjusted potential for returns. The sub-advisor will rely on a variety of factors to determine whether the market itself or a particular sector or industry is undervalued or overvalued. Such factors include valuation and monetary conditions, investor sentiment, and momentum factors. As part of this strategy, the sub-advisor seeks to invest in equity securities and indices in sectors and industry groups that it believes are more attractive on a relative basis. Additionally, the sub-advisor seeks to sell short equity securities, including broad and narrow-based market indices, ETFs and baskets of securities in sectors and industry groups that it believes are less attractive on a relative basis. In addition to purchasing, or taking long positions in equity securities, the Fund may employ both leveraged investment techniques as well as short positions on target securities which allow the Fund a net exposure which can range from 120% net long to 100% net short in its portfolio. Generally, it is the Funds objective to maintain net exposure between 100% net long and 100% net short. For example, if the Fund invests 130% of its net assets in long positions and 30% of its net assets in short positions, the Fund is a 100% net long. The proceeds from the short positions are used to purchase the additional 30% of the long positions. When the Funds outstanding short positions equal its net assets, the Fund is 100% net short.
ETFs are open-end investment companies which track securities indices or baskets of securities. The expenses associated with investing in ETFs are typically lower than the expenses associated with investing in all of the underlying securities which comprise the indices that the ETFs track. The Funds assets may be allocated among different types of ETFs at the sub-advisors discretion.
The Fund may invest in derivative instruments such as futures, forwards, swaps and options. The value of a derivative instrument derives from the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, currencies
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FORWARD TACTICAL GROWTH FUND
or currency exchange rates, commodities and related indexes. The Fund may invest in derivatives both for hedging purposes and in an attempt to achieve investment returns consistent with the Funds investment objective. The Funds sub-advisor may decide not to employ any of these strategies and there is no assurance that any derivatives strategy used by the Fund will succeed.
The Fund may write covered put and call options and purchase put and call options on securities, securities indexes and shares of ETFs. The Fund may purchase or write options in combination with each other (simultaneously writing call options and purchasing put options) to adjust risk and return of its overall investment positions. For example, the Fund may purchase a put option and write a call option on the same underlying instrument, in order to synthesize a position similar to that which would be achieved by selling a futures contract. A call option gives the purchaser of the option the right to purchase the underlying security from the writer of the option at a specified exercise price. A put option gives the purchaser of the option the right to sell the underlying security to the writer of the option at a specified exercise price. The expected use of call options by the Fund will generally be to purchase call options on securities which the Fund seeks to own, or on securities indices or ETFs to which the Fund seeks market exposure, and to write call options on securities or ETFs which are owned by the Fund but are not expected to advance significantly over the short term. Call options may also be written on securities indices or on ETFs for the purpose of hedging market risk. The Fund may purchase put options on securities indices or ETFs for the purpose of hedging market risk, and may write put options on securities indices and ETFs as a method of reducing the potential acquisition cost of securities which the Fund seeks to own.
A short sale is a transaction in which the Fund sells a security it does not own (and that it borrows) in anticipation that the market price of that security will decline. When the Fund sells a security short, it incurs an obligation to replace the security borrowed at whatever its price may be at the time it purchases the security for delivery to the securities lender. The Fund will realize a gain if, at that time, the price of the security is less than the price of the security when it was sold short, and will realize a loss if, at that time, the price of the security is greater than the price of the security when it was sold short.
At times, the Fund may focus in long or short positions that reflect geographic, sector or industry exposure. The sub-advisor may at any time position Fund investments in any sector or industry, although the Fund will not invest more than 25% of its total assets (including borrowings for investment purposes and proceeds from short selling, if any) in any one industry.
For the Fund, fixed income securities include bonds, debentures, loans, notes, government securities, municipal securities, mortgage-backed securities, asset backed securities, credit linked notes, commercial paper, certificates of deposit, and other similar securities, each of which may bear fixed, floating or variable rates of interest and may be of any maturity.
The Fund may also engage in borrowing for cash management purposes or for investment purposes, in order to increase its holdings of portfolio securities and/or to collateralize short sale positions.
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FORWARD TACTICAL GROWTH FUND
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FORWARD TACTICAL GROWTH FUND?
As with any mutual fund investment, an investment in the Forward Tactical Growth Fund may cause you to lose some or all of the money you invested. Because the securities in which the Fund invests may decrease in value, the net asset value of the Fund may decrease and the value of your investment may also decrease. You should consider your own investment goals, time horizon and risk tolerance before investing in the Fund.
ETFs
The Fund may pursue its investment objective by investing a substantial portion of its assets in ETFs. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed by the Investment Company Act of 1940, as amended (the 1940 Act). Absent an available exemption, the Fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more than 5% of its total assets in securities of any one investment company, and (iii) invest more than 10% of its total assets in securities of all investment companies. Many ETFs have obtained exemptive relief from the Securities and Exchange Commission (SEC) to permit unaffiliated funds to invest in the ETFs shares beyond the statutory limitations discussed above, subject to certain conditions. The Fund may rely on these exemptive orders to invest in unaffiliated ETFs.
In addition, as with traditional mutual funds, ETFs charge asset-based fees. The Fund will indirectly pay a proportional share of the asset-based fees and expenses of the ETFs in which the Fund invests.
ETFs are intended to provide investment results that, before expenses, generally correspond to the price and yield performance of the corresponding market index, and the value of their shares should, under normal circumstances, closely track the value of the indexs underlying component stocks. ETFs generally do not buy or sell securities, except to the extent necessary to conform their portfolios to the corresponding index. Because an ETF has operating expenses and transaction costs, while a market index does not, ETFs that track particular indices typically will be unable to match the performance of the index exactly. Investment in the Fund should be made with the understanding that the ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities and other ETF expenses, whereas such transaction costs and expenses are not included in the calculation of the total returns of the indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable.
Because the Fund invests in ETFs, the risks associated with investing in the Fund are closely related to the risks associated with the securities and other investments held by the ETFs. These risks are discussed below.
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FORWARD TACTICAL GROWTH FUND
Derivatives
The Fund may invest a substantial portion of its assets in instruments referred to as derivatives, because their value derives from the value of an underlying asset, reference rate or index. These instruments include options, futures contracts, forward currency contracts, swap agreements and similar instruments. There is limited consensus as to what constitutes a derivative. For the Funds purposes, derivatives also include customized baskets or options (which may incorporate other securities directly and also various derivatives including common stock, options and futures) structured as agreed upon by a counterparty. The market value of derivative instruments and securities sometimes is more volatile than that of other instruments, and each type of derivative instrument may have its own special risks. Forward Management and the sub-advisor take these risks into account in their management of the Fund.
Investing for hedging purposes or to increase the Funds return may result in certain additional transaction costs that may reduce the Funds performance. In addition, when used for hedging purposes, no assurance can be given that each derivative position will achieve a perfect correlation with the security or currency against which it is being hedged, or that a particular derivative position will be available when sought by the sub-advisor. Certain derivatives may create a risk of loss greater than the amount invested. Customized basket and options may not be assigned without the consent of the counterparty, and may result in a loss in the event of a default or bankruptcy of the counterparty.
The purchase and writing of options involves certain risks. During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.
There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Trading could be interrupted, for example, because of supply and demand imbalances arising from a lack of either buyers or sellers, or the options exchange could suspend trading after the price has risen or fallen more than the maximum specified by the exchange. Although the Fund may be able to offset to some extent any adverse effects of being unable to liquidate an option position, it may experience losses in some cases as a result of such inability. The value of over-the-counter options purchased by the Fund, as well as the cover for options written by the Fund, are considered not readily marketable and are subject to the Trusts limitation on investments in securities that are not readily marketable.
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FORWARD TACTICAL GROWTH FUND
The Funds will cover their derivative obligations as required under the 1940 Act.
Short Sales
The Funds use of short selling involves additional investment risks and transaction costs, and creates leverage, which can increase the risk and volatility of the Fund. When the Fund makes a short sale, it must borrow the security sold short to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold short by the Fund. The Fund may have to pay a premium to borrow the security and is obligated to pay the lender amounts equal to any dividends declared or interest that accrues during the period of the loan. While short sales can be used to further the Funds investment objective, under certain market conditions they can increase the volatility of the Fund and may lower the Funds return or result in losses, which potentially may be unlimited. The Fund may not be able to close out a short position at an acceptable time or price because it has to borrow the securities to effect the short sale and, if the lender demands that the securities be returned, the Fund must deliver them promptly, either by borrowing from another lender or buying the securities in the open market. If this occurs at the same time other short sellers are trying to borrow or buy in the securities or the price of the security is otherwise rising, a short squeeze could occur, causing the securitys price to rise and making it more likely that the Fund will have to cover its short position at an unfavorable price. Because of the leveraging aspect of short selling (i.e., borrowing securities for the purpose of selling them to another party) adverse changes in the value of securities sold short can result in losses greater than the proceeds obtained by the Fund in the short sale, and may cause the Funds share price to be volatile. In rising securities markets, the Funds risk of loss related to short selling will be greater than in declining securities markets. Over time, securities markets have risen more often than they have declined.
Short sales are subject to special tax rules that will impact the character of gains and losses realized and affect the timing of income recognition.
Common Stock
The Fund invests in the equity securities of companies, which exposes the Fund and its shareholders to the risks associated with investing in common stocks. These risks include the financial risk of selecting individual companies that do not perform as anticipated, the risk that the stock markets in which the Fund invests may experience periods of turbulence and instability and the general risk that domestic and global economies may go through periods of decline and cyclical change. Many factors affect an individual companys performance, such as the strength of its
Emerging Markets Stocks and Foreign Securities
The Fund may invest in emerging market stocks and foreign securities. Emerging market stocks and foreign securities may offer greater investment value, but they may present greater investment risks than investing in the securities of U.S. companies. These risks include greater likelihood of economic, political or social instability, currency fluctuations, less liquid and more volatile stock markets, the contagious effect of market or
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FORWARD TACTICAL GROWTH FUND
economic setbacks in one country on another emerging market country, possible governmental restrictions on currency conversions or trading, difficulty in accurately valuing emerging market stocks or selling them at their fair value, especially in down markets, a lack of government regulation and different legal systems, immature economic structures, less regulated trading environments and the availability of less information about emerging market companies because of less rigorous accounting and regulatory standards.
Debt Securities
The Fund may invest in short-term and/or long-term debt securities. Debt securities in which the Fund may invest are subject to several types of investment risk. They may have market or interest rate risk, which means their value will be affected by fluctuations in the prevailing interest rates. Bonds are subject to the risk that interest rates will rise and that, as a result, bond prices will fall, lowering the value of the Funds investments in bonds. Investments in these types of securities pose the risk that the Funds sub-advisors forecast of the direction of interest rates might be incorrect.
There may be credit risk, which is a risk that the issuer may be unable to make timely interest payments and repay the principal upon maturity. The credit quality of a bond or fixed-income holding could deteriorate as a result of a bankruptcy or extended losses. There is no guarantee that a sovereign government will support certain government sponsored entity securities and, accordingly, these securities involve a risk of non-payment of principal and interest.
Call or income risk exists with corporate bonds during periods of falling interest rates because of the possibility that securities with high interest rates will be prepaid or called by the issuer before they mature. The Fund would have to reinvest the proceeds at a possibly lower interest rate. The Fund may also be subject to event risk, which is the possibility that corporate debt securities held by the Fund may suffer a substantial decline in credit quality and market value if the issuer restructures.
Debt securities generally increase in value during periods of falling interest rates and decline in value if interest rates increase. Usually, the longer the remaining maturity of a debt security is, the greater the effect interest rate changes have on its market value.
Cash and Cash Equivalents
Under certain market conditions, the Fund may hold a substantial portion of its assets in cash and/or cash equivalents such as money market securities, U.S. government obligations and short-term debt securities. This could have a negative effect on the Funds ability to achieve its investment objective. Regarding certain federal agency securities or government-sponsored entity securities (such as debt securities or mortgage-backed securities issued by Freddie Mac, Fannie Mae, Federal Home Loan Banks and other government-sponsored entities), you should be aware that although the issuer may be chartered or sponsored by Acts of Congress, the issuer is not funded by Congressional appropriations, and its securities are neither guaranteed nor issued by the United States Treasury.
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FORWARD TACTICAL GROWTH FUND
Borrowing
Borrowing for investment purposes creates leverage, which can increase the risk and volatility of the Fund. Borrowing will exaggerate the effect of any increase or decrease in the market price of securities in the Funds portfolio on the Funds net asset value and, therefore, may increase the volatility of the Fund. Money borrowed will be subject to interest and other costs (that may include commitment fees and/or the cost of maintaining minimum average balances). These costs may exceed the gain on securities purchased with borrowed funds. Increased operating costs, including the financing cost associated with any leverage, may reduce the Funds total return. Unless the income and capital appreciation, if any, on securities acquired with borrowed funds exceeds the cost of borrowing, the use of leverage will diminish the investment performance of the Fund. Successful use of borrowing depends on the sub-advisors ability to correctly predict interest rates and market movements, and there is no assurance that the use of borrowing will be successful. Capital raised through leverage will be subject to interest costs, which could exceed the income and appreciation on the securities purchased with the proceeds of the leverage. The Fund may also be required to pay fees in connection with borrowings (such as loan syndication fees or commitment and administrative fees in connection with a line of credit), and it might be required to maintain minimum average balances with a bank lender, either of which would increase the cost of borrowing over the stated interest rate.
Some of the Funds portfolio securities may also be leveraged and will therefore be subject to the leverage risks described above. This additional leverage may, under certain market conditions, reduce the net asset value of the Fund.
Portfolio Turnover
As a result of the Funds investment strategies, the Fund will experience a high portfolio turnover rate (100% or more). High portfolio turnover necessarily results in correspondingly greater transaction costs (such as brokerage commissions or markups or markdowns) for the Fund and increased realized gains (or losses) to investors, which are likely to be characterized as short-term. Distributions to shareholders of short-term capital gains are taxed as ordinary income under federal income tax laws. However, the calculation of the Funds portfolio turnover rate excludes purchases and sales of short positions. Consequently, the transaction costs incurred by the Fund are likely to be greater than the transaction costs incurred by a mutual fund that does not take short positions and has a similar portfolio turnover rate.
The Fund has not commenced operations as of the date of this prospectus and the Fund does not have a full calendar year of investment returns. Once the Fund has performance for at least one calendar year, a bar chart and performance table will be included in the prospectus.
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FORWARD TACTICAL GROWTH FUND
The following information describes the fees and expenses that you may pay if you buy and hold shares of the Forward Tactical Growth Fund.
Shareholder Fees
As an investor in Class C shares of the Fund, you will not pay a sales charge on the purchase price. However, you will pay a deferred sales charge up to a maximum of 1% on shares held for less than one year after purchase.
As an investor in Investor Class or Institutional Class shares of the Fund, you do not pay any sales loads.
Shareholder Fees:
Fees paid directly from your investment |
Class C |
Investor
Class |
Institutional
Class |
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Maximum Sales Charge (Load) on purchases
|
None | None | None | |||
Maximum Deferred Sales Charge for shares held less than 1 year (as a percentage of the lesser of original purchase price or redemption proceeds) |
1.00% | None | None |
Annual Fund Operating Expenses
Annual fund operating expenses are paid directly out of the Funds assets. These expenses are not charged directly to shareholder accounts. They are expressed as a ratio which is a percentage of average daily net assets.
Annual Fund Operating Expenses: Expenses that are deducted from Fund assets |
Class C |
Investor
Class |
Institutional
Class |
|||
Management Fee |
1.25% | 1.25% | 1.25% | |||
Distribution (12b-1) Fees (1) |
0.75% | 0.25% | N/A | |||
Shareholder Services Fees (2) |
0.25% | 0.15% | 0.05% | |||
Other Expenses (3) |
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Interest Expense on Short Sales |
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Total Other Expenses |
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Acquired Fund Fees and Expenses (4) |
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Total Annual Fund Operating Expenses |
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Fee Waiver (5) |
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Net Expenses |
(1) | The Fund has adopted Distribution Plans pursuant to which up to 0.75% of the Funds average daily net assets attributable to the Class C shares, and up to 0.25% of the Funds average daily net assets attributable to the Investor Class shares may be used to pay distribution expenses. |
(2) | The Fund has adopted a Shareholder Services Plan pursuant to which up 0.25% of the Funds average daily net assets attributable to the Class C shares, up to 0.15% of the Funds average daily net assets attributable to the Investor Class shares and up to 0.05% of the Funds average daily net assets attributable to the Institutional Class shares may be used to pay shareholder servicing fees. |
(3) | Other expenses are based on estimated amounts for the current fiscal year. |
(4) |
The Fund indirectly bears a pro rata share of the fees and expenses of each exchange-traded fund or other investment company in which it invests. Since Acquired Fund Fees and Expenses are not directly borne |
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FORWARD TACTICAL GROWTH FUND
by the Fund, they are not reflected in the Funds financial statements, and therefore information presented in the Annual Fund Operating Expenses table will differ from that presented in the Financial Highlights. |
(5) | The Funds investment advisor has contractually agreed to waive a portion of its fees and reimburse other expenses until , 2010 in amounts necessary to limit the Funds operating expenses (exclusive of brokerage costs, interest, taxes, dividends, acquired fund fees and expenses, and extraordinary expenses) for Class C, Investor Class and Institutional Class shares to an annual rate (as a percentage of the Funds average daily net assets) of 2.54%, 1.94% and 1.59%, respectively. Pursuant to this agreement, the Fund will reimburse the investment advisor for any fee waivers and expense reimbursements made by the investment advisor, provided that any such reimbursements made by the Fund to the investment advisor will not cause the Funds expense limitation to exceed the expense limitation in existence at the time the expenses were incurred or at the time of the reimbursement, whichever is lower, and the reimbursement is made within three years after the expenses were incurred. |
EXAMPLES
These Examples are intended to help you compare the costs of investing in the Forward Tactical Growth Fund with the costs of investing in other mutual funds.
The Examples assume that you invest $10,000 in the Class C, Institutional Class or Investor Class shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year, that the Funds total annual operating expenses remain the same and that the contractual fee waiver is in place for the first year. Although actual costs may be higher or lower, based on these assumptions your costs would be:
Class C (1) |
Investor
Class |
Institutional
Class |
||||
1 Year |
$ | $ | $ | |||
3 Years |
$ | $ | $ |
You would pay the following expenses if you did not redeem your shares:
Class C |
Investor
Class |
Institutional
Class |
||||
1 Year |
$ | $ | $ | |||
3 Years |
$ | $ | $ |
(1) | The example for the Class C shares reflects the contingent deferred sales charge (CDSC) that would apply for redemptions of Class C shares within one year. For more information regarding the CDSC, please see the Purchasing Shares section of this Prospectus. |
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ADDITIONAL INVESTMENT STRATEGIES AND RISKS
In addition to the principal strategies and risks identified above, the following non-principal strategies and risks apply to the Fund.
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Depositary Receipts |
Depositary receipts are securities issued by banks and other financial institutions that represent interests in the stocks of foreign companies. They include but are not limited to American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts, Russian Depositary Certificates, Philippine Depositary Receipts and Brazilian Depositary Receipts.
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Illiquid Securities |
The Fund may invest up to 15% of its net assets in illiquid securities (i.e., securities that do not have a readily available market or that are subject to resale restrictions). Generally, a security is considered illiquid if it cannot be disposed of in the ordinary course of business within seven days at approximately the price at which the Fund has valued the investment.
|
Lending of Portfolio Securities |
In order to generate additional income, the Fund from time to time may lend portfolio securities to broker-dealers, banks or institutional borrowers of securities. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on such securities. In the event the borrower defaults on its obligation to the lending Fund, the lending Fund could experience delays in recovering its securities and possible capital losses.
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Certain other Strategies |
The Fund may directly purchase particular types of debt and equity securities. Please review the SAI if you wish to know more about these types of securities and their associated risks.
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Forward Management, LLC (Forward Management) serves as investment advisor to the Forward Funds. Forward Management is a registered investment advisor that supervises the activities of the sub-advisor and has the authority to engage the services of different sub-advisors with the approval of the Trustees of the Forward Funds. Forward Management is located at 433 California Street, 11th Floor, San Francisco, California 94104. As of December 31, 2008, Forward Management had approximately $3.7 billion of assets under management.
Forward Management has the authority to manage the Forward Funds in accordance with the investment objectives, policies and restrictions of the Funds, subject to general supervision of the Trusts Board of Trustees. Forward Management has delegated this authority to the sub-advisor. Forward Management also provides the Forward Funds with ongoing management supervision and policy direction. Forward Management has managed the Forward Funds since September 1998 and the Funds are its principal investment advisory clients.
Forward Management uses rigorous criteria to select a sub-advisor to manage the Funds assets. In choosing a sub-advisor, Forward Management considers a number of factors, including market trends, the sub-advisors investment style, its own outlook for a given market capitalization or investment style category, the sub-advisors performance in various market conditions, as well as the characteristics of the sub-advisors typical portfolio investments. These characteristics include capitalization size, growth and profitability measures, valuation ratios, economic sector weightings and earnings and price volatility statistics.
In addition to selecting the sub-advisor, Forward Management is responsible for monitoring and coordinating the overall management of the Fund. Forward Management reviews the Funds portfolio holdings and evaluates the on-going performance of the sub-advisor.
The Fund pays an advisory fee to Forward Management for its services as investment advisor to the Fund. The fee is computed daily and paid monthly at the annual rate of 1.25% based on the average daily net assets of the Fund.
The Fund pays these advisory fees to Forward Management, which in turn pays the sub-advisor a sub-advisory fee. Daily investment decisions are made by the sub-advisor for the Fund, whose investment experience is described below under the heading Sub-Advisor.
A discussion regarding the basis for the Board of Trustees approval of the investment advisory and investment sub-advisory contracts of the Fund is available in the Forward Funds most recent annual report for the period ended December 31, 2009.
SUB-ADVISOR
The sub-advisor manages the assets of the Fund and makes decisions with respect to, and place orders for, all purchases and sales of the Funds securities, subject to the general supervision of the Board of Trustees of the Forward Funds and Forward Management and in accordance with the investment objectives, policies and restrictions of the Fund.
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MANAGEMENT OF THE FUNDS
The SAI contains additional information about portfolio manager compensation, other accounts managed by the portfolio manager, and his ownership of securities in the Fund.
Broadmark Asset Management, LLC
Forward Management has engaged the services of Broadmark Asset Management, LLC (Broadmark) to act as sub-advisor to the Fund. Broadmark is a Delaware limited liability company that is registered as an investment adviser with the SEC pursuant to the Investment Advisers Act of 1940. Broadmark is located at 12 East 52nd St., 3rd Floor, New York, New York 10022. As of June 1, 2009, Broadmark had assets under management of approximately $135 million.
The portfolio manager of the Forward Tactical Growth Fund is Christopher J. Guptill. Mr. Guptill is Chief Executive Officer and Chief Investment Officer of Broadmark and has been with the company since its inception in 1999. Mr. Guptill, a founding member of Broadmark, is based in the California office and is responsible for the development of Broadmarks investment management programs and products. He is also responsible for the implementation of all portfolio management and execution. Mr. Guptill began his career in 1979 at Paine Webber, Jackson and Curtis. In the mid-1980s he developed a specialty for identifying emerging equity managers. In 1994, Mr. Guptill joined McKinley Capital Management, Inc. and was initially responsible for portfolio management as senior portfolio manager. He later became the firms chief equity strategist. Additionally, Mr. Guptill developed, launched and co-managed the firms highly successful alternative investment portfolios. Mr. Guptill is a 1979 graduate of California State University, Chico with a BA in economics. Mr. Guptill has managed the Fund since its inception.
ABOUT THE COMPARABLE ACCOUNT PRESENTATIONS
Performance of comparable accounts shows you how a substantially similar account managed by the sub-advisor has performed in the past over a longer period of time. It does not show you how the Fund that is available in this prospectus has performed or will perform.
The returns are asset weighted and calculated monthly. Annual performance figures are computed by linking monthly returns. Monthly market values include income accruals.
Performance information has been provided by the sub-advisor and is not within the control of Forward Funds. None of the performance or expense information regarding comparable accounts has been independently verified by Forward Funds.
Broadmark Asset Management, LLC
The chart below does not show you the performance of the Forward Tactical Growth Fund it shows the performance of a similar account managed by Broadmark.
12
MANAGEMENT OF THE FUNDS
This Fund has no calendar year, historical performance to report because it started on [ ]. The chart shows the historical performance of a U.S. unregistered fund managed by Broadmark (the Comparable Account). The Comparable Account has an investment objective, policies and strategies that are substantially similar to those of the Forward Tactical Growth Fund.
The performance shows the historical track record of the sub-advisor and is not intended to imply how the Forward Tactical Growth Fund has performed or will perform. Total returns represent past performance of the Comparable Account and not the Forward Tactical Growth Fund. The Comparable Account is not subject to the investment limitations, diversification requirements and other restrictions of the 1940 Act or Subchapter M of the Internal Revenue Code, which, if imposed, could have adversely affected performance.
The performance below has been adjusted to reflect the operating costs of Class C shares of the Fund. The performance reflected in the Comparable Account may be calculated differently than the method used for calculating fund performance pursuant to SEC guidelines.
Annual total returns/Average annual total returns for the periods ending December 31, 2008
Year/Period | Comparable Account | S&P 500 Index (1) | ||
2008 |
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2007 |
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2006 |
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2005 |
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2004 (2) |
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1 year |
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3 years |
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Since Inception (2) |
(1) | The S&P 500 Index consists of 500 stocks chosen for market size, liquidity and industry group representation. It is a market value-weighted index and one of the most widely used benchmarks of U.S. stock performance. Investors cannot invest directly in an index. The index figures do not reflet any deduction for fees, expenses or taxes. |
(2) | Broadmark began managing the Comparable Account on September 1, 2004, which is shown above as the inception date. Total returns and expenses are not annualized for periods less than one year. |
HIRING SUB-ADVISORS WITHOUT SHAREHOLDER APPROVAL
Forward Management and Forward Funds have received an exemptive order from the SEC that permits Forward Management, subject to the approval of the Board of Trustees of Forward Funds, to hire and terminate non-affiliated sub-advisors or to materially amend existing sub-advisory agreements with non-affiliated sub-advisors for the Funds without shareholder approval. Pursuant to such exemptive relief, shareholders of the affected Fund will be notified of sub-advisor changes within 90 days after the effective date of such change.
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The price you pay for a share of the Fund, and the price you receive upon selling or redeeming a share of the Fund, is based on the Funds net asset value (NAV). The NAV per share for the Fund for purposes of pricing sales and redemptions is calculated by dividing the value of all securities and other assets belonging to the Fund, less the liabilities charged to the Fund, by the number of shares of the Fund that have already been issued.
The NAV of the Fund (and each Class of shares) is usually determined and its shares are priced as of the close of regular trading on the New York Stock Exchange (NYSE) (generally 4:00 p.m., Eastern Time) on each Business Day. A Business Day is a day on which the NYSE is open for trading. Currently, the NYSE is typically closed on the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
When you buy shares, you pay the NAV per share plus any applicable sales charge. When you sell shares, you receive the NAV per share minus any applicable contingent deferred sales charge (CDSC). The price at which a purchase or redemption is effected is based on the next calculation of NAV after the order is placed. Orders received by financial intermediaries prior to the close of trading on the NYSE will be confirmed at the offering price computed as of the close of trading on the NYSE (normally 4:00 p.m., Eastern Time). It is the responsibility of the financial intermediary to insure that all orders are transmitted in a timely manner to the Fund. Orders received by financial intermediaries after the close of trading on the NYSE will be confirmed at the next computed offering price.
The NAV per share of the Fund will fluctuate as the market value of the Funds investments changes. The NAV of different Classes of shares of the same Fund will differ due to differing Class expenses. The Funds assets are valued generally by using available market quotations or at fair value, as described below, as determined in good faith in accordance with procedures established by, and under direction of, the Board of Trustees.
Portfolio securities or contracts that are listed or traded on a national securities exchange, contract market or over-the-counter markets and that are freely transferable will be valued at the last reported sale price or a markets official closing price on the valuation day, or, if there has been no sale that day, at the average of the last reported bid and ask price on the valuation day for long positions or ask prices for short positions. If no bid or ask prices are quoted before closing, such securities or contracts will be valued at either the last available sale price, or at fair value, as discussed below.
In cases in which securities are traded on more than one exchange, the securities are valued on the exchange designated by or under the authority of the Board of Trustees as the primary market.
Debt securities (including convertible debt) that have more than 60 days remaining until maturity or that are credit impaired for which market data is readily available will be valued on the basis of the average of the latest bid and ask price. Debt securities that mature in less than 60 days and that are not credit impaired are valued at amortized cost if their original maturity was 60 days or less, or by amortizing the value as of the 61st
14
VALUATION OF SHARES
day prior to maturity if their original term to maturity exceeded 60 days (unless the Board of Trustees determines that this method does not represent fair value). For most debt securities, Forward Funds receives pricing information from independent pricing vendors (approved by the Board of Trustees) which also use information provided by market makers or estimates of value obtained from yield data relating to securities with similar characteristics. As appropriate, quotations for high yield bonds may also take additional factors into consideration such as the activity of the underlying equity or sector movements. In the event valuation information is not available from third party pricing vendors for a debt security held by the Fund, such security may be valued by quotations obtained from dealers that make markets in such securities or otherwise determined based on the fair value of such securities, as discussed below. Because long-term bonds and lower-rated bonds tend to be less liquid, their values may be determined based on fair value more frequently than portfolio holdings that are more frequently traded or that have relatively higher credit ratings.
Futures, options on futures and swap contracts that are listed or traded on a national securities exchange, commodities exchange, contract market or over-the-counter markets and that are freely transferable will be valued at their closing settlement price on the exchange on which they are primarily traded or based upon the current settlement price for a like instrument acquired on the day on which the option is being valued. A settlement price may not be used if the market makes a limit move with respect to a particular commodity. Over-the-counter futures, options on futures and swap contracts for which market quotations are readily available will be valued based on quotes received from third party pricing services or one or more dealers that make markets in such securities. If quotes are not available from a third party pricing service or one or more dealers, quotes shall be determined based on the fair value of such securities, as discussed below.
Options on securities and options on indexes will be valued using the last quoted sale price as of the close of the securities or commodities exchange on which they are traded. Certain investments including options may trade in the over-the-counter market and generally will be valued based on quotes received from a third party pricing service or one or more dealers that make markets in such securities, or at fair value, as discussed below.
To the extent that the Fund holds securities listed primarily on a foreign exchange that trade on days when the Fund is not open for business or the NYSE is not open for trading, the value of the portfolio securities may change on days that you cannot buy or sell shares. To the extent that the Fund invests in foreign securities that are principally traded in a foreign market, the calculation of the Funds NAV may not take place contemporaneously with the determination of the prices of portfolio securities of foreign issuers used in such calculation. Therefore, the NAV of the Funds shares may change on days when shareholders will not be able to purchase or redeem the Funds shares. Portfolio securities that are primarily traded on foreign securities exchanges are generally valued at the preceding closing values of such securities on their respective exchanges, except when an occurrence subsequent to the time a value was so established is likely to have changed such value. In such an event, the fair value of those securities will be determined in good faith through the consideration of other factors in accordance with procedures established by, and under the general supervision of, the Board of Trustees.
15
VALUATION OF SHARES
Assets and liabilities denominated in foreign currencies will have a market value converted into U.S. dollars at the prevailing foreign currency exchange daily rates as provided by a pricing service. Forward currency exchange contracts will have a market value determined by the prevailing foreign currency exchange daily rates and current foreign currency exchange forward rates. The foreign currency exchange forward rates are calculated using an automated system that estimates rates on the basis of the current day foreign currency exchange rates and forward foreign currency exchange rates supplied by a pricing service. Prevailing foreign exchange rates and forward foreign currency exchange rates may generally be obtained at the close of the NYSE, normally 4:00 p.m. Eastern Time. As available and as provided by an appropriate pricing service, translation of foreign security and currency market values may also occur with the use of foreign exchange rates obtained at approximately 11:00 a.m. Eastern Time, which approximates the close of the London Exchange.
Redeemable securities issued by open-end investment companies are valued at the investment companys applicable NAV, with the exception of exchange-traded open-end investment companies, which are priced as equity securities in accordance with procedures established by, and under direction of, the Board of Trustees.
Forward Funds has a policy that contemplates the use of fair value pricing to determine the NAV per share of the Fund when market prices are unavailable, as well as under other circumstances, such as (i) if the primary market for a portfolio security suspends or limits trading or price movements of the security or (ii) when events occur after the close of the exchange on which a portfolio security is principally traded that are likely to have changed the value of the security. When the Fund uses fair value pricing to determine the NAV per share of the Fund, securities will not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Board of Trustees believes accurately reflects fair value. The fair value of certain of the Funds securities may be determined through the use of a statistical research service or other calculation methodology. Forward Funds policy is intended to result in a calculation of a Funds NAV that fairly reflects security values as of the time of pricing. While fair values determined pursuant to Forward Funds procedures are intended to represent the amount the Fund would expect to receive if the fair valued security were sold at the time of fair valuation, the fair value may not equal what the Fund would receive if it actually were to sell the security as of the time of pricing.
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You can open an account and make an initial purchase of shares of the Fund directly from the Fund. To open an account and make an initial purchase directly with the Fund, you can mail a check or other negotiable bank draft (payable to Forward Funds) in the minimum amounts described below, along with a completed and signed Account Application, to Forward Funds, P.O. Box 1345, Denver, CO 80201. To obtain an Account Application, call (800) 999-6809 or download one from www.forwardfunds.com. A completed Account Application must include your valid taxpayer identification number. You may be subject to penalties if you falsify information with respect to your tax identification number.
After you have opened an account, you can make subsequent purchases of shares of the Fund directly from the Fund. To purchase shares directly by mail, send your instruction and a check to the Funds at P.O. Box 1345, Denver, CO 80201.
You also can open an account and make an initial purchase and subsequent purchases of shares through a financial intermediary that has established an agreement with the Funds Distributor.
Depending upon the terms of your account, you may pay account fees for services provided in connection with your investment in a Fund. Financial intermediaries may charge their customers a transaction or service fee. Forward Funds or your financial intermediary can provide you with information about these services and charges. You should read this Prospectus in conjunction with any such information you receive.
In this Prospectus, the Fund offers Class C, Investor Class and Institutional Class shares. Each share class of the Fund represents an investment in the same portfolio of securities, but each share class has its own sales charge and expense structure, allowing you to choose the class that best meets your situation. When you purchase shares of the Fund, you must choose a share class.
Factors you should consider in choosing a class of shares include:
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How long you expect to own the shares; |
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How much you intend to invest; |
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Total expenses associated with owning shares of each class; and |
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Whether you qualify for any reduction or waiver of sales charges (for example, Class C shares may be a less expensive option over time if you qualify for a sales charge reduction or waiver). |
Each investors financial considerations are different. You should speak with your financial advisor to help you decide which share class is best for you.
Institutional Class Shares
Certain financial institutions, pension or 401(k) plans, or investment advisors or individuals purchasing $100,000 or more of shares of the Fund may elect to purchase
17
PURCHASING SHARES
Institutional Class shares. Authorized firms may charge for certain shareholder services and should furnish clients who purchase Institutional Class shares with a schedule explaining the fees.
The Fund may waive or reduce the minimum investment requirement for Institutional Class shares under certain circumstances and conditions including, without limitation, shares purchased by officers, directors, trustees and employees of Forward Funds, Forward Management and their affiliates, and shares purchased by retirement plans that have $250,000 or more in plan assets.
Class C and Investor Class Shares
Minimum Initial Investment Amount for Class C and Investor Class Shares:
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$2,000 for accounts enrolled in eDelivery |
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$2,000 for Coverdell Education Savings accounts |
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$500 for Automatic Investment Plan accounts |
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$4,000 for all other accounts |
Subsequent investments for the Fund must be $100 or more. Financial intermediaries may charge their customers a transaction or service fee.
Forward Funds has the discretion to waive or reduce any of the above minimum investment requirements.
Automatic Investment Plan for Class C and Investor Class Shares:
Forward Funds offers an Automatic Investment Plan for current and prospective investors in which you may make monthly investments in one or more of the Forward Funds. The minimum initial investment amount is $500 and minimum subsequent investments are $50 per Fund. Sums for investment will be automatically withdrawn from your checking or savings account on the day you specify. If you do not specify a day, the transaction will occur on the 20th of each month or the next Business Day if the 20th is not a Business Day. Please call (800) 999-6809 if you would like more information.
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Class C Shares |
There is no sales charge on the purchase of Class C shares. The offering price is the net asset value per share. The maximum purchase amount for the Class C shares is $999,999.99. Purchasers of $1 million or more in shares of a Fund will not be able to purchase Class C shares of a Fund. Depending on each investors specific situation, Class C shares may have a higher expense ratio and pay lower dividends than other share classes offered by the Fund because the distribution and service fee for the Class C shares is higher than the distribution and service fee for other share classes (if applicable). Furthermore, the length of the holding period for the deferred sales charge for Class C shares (as discussed below) may differ from the length of the deferred sales charge holding period for other share classes offered by the Fund (if applicable). You should speak with your financial advisor to help you decide which share class is best for you.
18
PURCHASING SHARES
The Funds Distributor pays 1.00% of the amount invested to financial intermediaries who sell Class C shares of the Fund. Investors purchasing Class C shares pay a contingent deferred sales charge (CDSC) of 1% if such shares are held for less than one year. The amount of the CDSC is determined as a percentage of the lesser of the current market value or the cost of the shares being redeemed. The CDSC primarily goes to the Funds Distributor as reimbursement for the portion of the dealer concession paid to financial intermediaries.
The Fund will use the first-in, first-out (FIFO) method to determine the holding period for the CDSC. The date of the redemption will be compared to the earliest purchase date of shares held in the redeeming shareholders account. The CDSC will be charged if the holding period is less than one year, using the anniversary date of a transaction to determine the one year mark. As an example, shares purchased on December 1, 2009 would be subject to the CDSC if they were redeemed on or prior to December 1, 2010. On or after December 2, 2010, they would not be subject to the CDSC.
Class C shares acquired by reinvestment of dividends are not subject to the CDSC. CDSC waivers are available in certain circumstances. For information regarding waivers, please see Waiver of CDSC below.
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Waiver of CDSC for Class C Shares |
The Fund may waive the imposition of a CDSC on redemptions of Class C shares of the Fund under certain circumstances and conditions, including without limitation the following:
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Redemptions following the death or permanent disability (as defined by Section 72(m)(7) of the Internal Revenue Code) of a shareholder if made within one year of death or the initial determination of permanent disability. The waiver is available only for shares held at the time of death or initial determination of permanent disability. |
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Redemptions made through a Systematic Withdrawal Plan, limited to 10% per year of the account value at the time the plan is established and annually thereafter, provided all dividends and distributions are reinvested. |
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Required minimum distributions from a tax-deferred retirement plan or an individual retirement account (IRA) as required under the Internal Revenue Code. The waiver of the CDSC for required distributions will be as a percentage of assets held in the Funds. |
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Forced redemptions made by the Funds of shares held by shareholders whose account has a value of less than $100. |
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Redemptions made by ReFlow. |
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Redemptions in cases of natural disaster affecting shareholders. |
If you think you may be eligible for a CDSC waiver, contact your financial intermediary. You must notify Forward Funds prior to the redemption request to ensure your receipt of the waiver. Please call (800) 999-6809 for additional information.
Exchanges of Class C Shares for the Same Class Shares of Any Other Forward series of the Trust (Forward Series)
19
PURCHASING SHARES
By following the instructions below, and subject to such limitations as may be imposed by the Trust, you may exchange your Class C shares of any Forward Series for the same Class shares of any other Forward Series, or with a money market fund. Please check with Forward Funds to determine which money market funds are available.
There are generally no fees for exchanges, but an exchange of shares between Forward Series is technically a sale of shares in one Forward Series followed by a purchase of shares in another Forward Series, and therefore may have tax consequences. Thus, the exchange may, like a sale, result in a taxable gain or loss to you and will generally give you a new tax basis for your new shares.
If your Class C shares are subject to a CDSC, and you exchange them for Class C shares subject to a CDSC, the shares will be subject to the higher applicable CDSC of the two Forward Series and, for purposes of calculating CDSC rates, will be deemed to have been held since the date the shares being exchanged were initially purchased.
Shareholders should read the prospectus of any other Forward Series into which they are considering exchanging.
Exchanges of Class C Shares for Institutional or Investor Class Shares of the Same Forward Series
By following the instructions below, and subject to such limitations as may be imposed by the Trust, you may exchange your Class C shares for Investor or Institutional Class shares of the same Forward Series. An exchange of shares of one class of a Forward Series into another class of the same Forward Series is not treated as a redemption and sale for tax purposes.
Class C shares subject to a CDSC will be charged the applicable CDSC upon exchange for Institutional Class or Investor Class shares.
Shareholders should read the section of the prospectus regarding any other Class of shares into which they are considering exchanging.
Exchanges of Institutional or Investor Class Shares for the Same Class Shares of Any Other Forward Series
By following the instructions below, and subject to such limitations as may be imposed by the Trust, you may exchange your Institutional Class or Investor Class shares of any Forward Series for Institutional Class or Investor Class shares of any other Forward Series, or with a money market fund. Please check with Forward Funds to determine which money market funds are available. There are generally no fees for exchanges, but an exchange of shares between Forward Series is technically a sale of shares in one Forward Series followed by a purchase of shares in another Forward Series, and therefore may have tax consequences. Thus, the exchange may, like a sale, result in a taxable gain or loss to you and will generally give you a new tax basis for your new shares.
Shareholders should read the prospectus of any other Forward Series into which they are considering exchanging.
20
PURCHASING SHARES
Exchanges of Institutional or Investor Class Shares for a Different Class within the Same Forward Series
Subject to such limitations as may be imposed by the Trust, you may also exchange shares of one class of a Forward Series for another class within the same Forward Series. You may exchange your Institutional Class shares for Investor Class shares of the same Forward Series. You may exchange your Investor Class shares for Institutional Class shares of the same Forward Series. An exchange of shares of one class of a Forward Series into another class of the same Forward Series is not treated as a redemption and sale for tax purposes.
Shareholders should read the section of the prospectus regarding any other Class of shares into which they are considering exchanging.
General Information about Exchanges
Shares of one Forward Series or Class may be exchanged for shares of another Forward Series or Class on days when the NYSE is open for business, as long as shareholders meet the normal investment requirements, including the minimum investment requirements, of the other Forward Series or Class. Your exchange request must be received in good order by the Transfer Agent or certain financial intermediaries prior to the close of the NYSE, normally 4:00 p.m. Eastern Time. Requests received in good order must include: account name, account number, dollar or share amount of transaction, Series and allocation of investment, and signature of authorized signer. Shares will be exchanged at the next NAV calculated after the Transfer Agent receives the exchange request in good order. Under certain circumstances, before an exchange can be made, additional documents may be required to verify the authority or legal capacity of the person seeking the exchange. Once your exchange is received in proper form, it cannot be revoked. Exchanges into another Series and/or Class must be for at least $100. The Trust reserves the right to prohibit exchanges during the first 15 days following an investment in the Series and may terminate or change the terms of the exchange privilege at any time. In addition Forward Funds may suspend a shareholders exchange privilege if, in the judgment of Forward Management, the shareholders exchange activity indicates frequent trading of market timing that may be harmful to a Forward Series or its shareholders. See Policies Concerning Frequent Purchases and Redemptions in this Prospectus.
Not all Forward Series or Forward Series classes may be offered in your state of residence. Contact your financial intermediary or the Transfer Agent to ensure that the Forward Series or the class of shares of the Forward Series you want to exchange into is offered in your state of residence.
In general, you will receive notice of any material change to the exchange privilege at least 60 days prior to the change, although this notice period may be reduced or eliminated if determined by the Board of Trustees or Forward Management to be in the best interests of shareholders and otherwise consistent with applicable regulations.
You can send a written instruction specifying your exchange or, if you have authorized telephone exchanges previously and we have a record of your authorization, you can call (800) 999-6809 to execute your exchange. Under certain circumstances, before an exchange can be made, additional documents may be required to verify the authority or legal capacity of the person seeking the exchange.
21
PURCHASING SHARES
When you purchase shares, you will pay the NAV that is next calculated after we receive your order. If you place an order for the purchase of shares through a financial intermediary, the purchase price will be based on the NAV next determined, but only if the financial intermediary receives the order by the close of the Business Day. Your financial intermediary is responsible for transmitting such orders promptly. If the financial intermediary fails to transmit your order properly, your right to that days closing price must be settled between the financial intermediary and you.
Purchases of shares of the Fund will be effected only on a Business Day. An order received prior to the daily cut-off time on any Business Day is processed based on that days NAV. An order received after the cut-off time on any Business Day is processed based on the NAV determined as of the next Business Day of the Fund.
CUSTOMER IDENTIFICATION PROGRAM
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on government lists of known or suspected terrorists and terrorist organizations.
As a result, the Fund must obtain the following information for each person that opens a new account:
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Name; |
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Date of birth (for individuals); |
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Residential or business street address (although post office boxes are still permitted for mailing); and |
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Social Security number, taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.
Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Funds may restrict your ability to purchase additional shares until your identity is verified. The Funds may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
Forward Funds and its agents will not be responsible for any loss in an investors account resulting from the investors delay in providing all required identifying information or from closing an account or redeeming an investors shares when an investors identity is not verified.
22
PURCHASING SHARES
eDelivery allows you to receive your quarterly account statements, transaction confirmations and other important information concerning your investment in Forward Funds online. Select this option on your account application to receive email notifications when quarterly statements and confirmations are available for you to view via secure online access. You will also receive emails whenever a new prospectus, semi-annual or annual fund report is available. To establish eDelivery, call (800) 999-6809 or visit www.forwardfunds.com. The minimum initial investment (excluding Institutional Class shares) for accounts enrolled in eDelivery is $2,000.
Shareholders can opt to access their account information online. You must select this option on your account application or call (800) 999-6809 to register. To set up online access, go to www.forwardfunds.com, select Account Login and obtain a user id and password. If you have questions, or problems accessing your account, contact Forward Funds at (800) 999-6809.
The issuance of shares is recorded electronically on the books of Forward Funds. You will receive a confirmation of, or account statement reflecting, each new transaction in your account, which will also show the total number of shares of each Fund you own. You can rely on these statements in lieu of certificates. Certificates representing shares of the Funds will not be issued.
Forward Funds may be required to freeze your account if there appears to be suspicious activity or if account information matches information on a government list of known terrorists or other suspicious persons.
Due to the relatively high cost of handling small investments, Forward Funds reserve the right, upon 60 days written notice, to redeem, at NAV, the shares of any shareholder whose account has a value of less than $100 in a Fund, other than as a result of a decline in the NAV per share. This policy will not be implemented where the Fund has previously waived the minimum investment requirement for that shareholder. Before a Fund redeems such shares and sends the proceeds to the shareholder, it will notify the shareholder that the value of the shares in the account is less than the minimum amount and will allow the shareholder 60 days to make an additional investment in an amount that will increase the value of the account to at least $100 before the redemption is processed. As a sale of your Fund shares, this redemption may have tax consequences.
Forward Funds reserves the right to refuse any request to purchase shares.
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You may normally redeem your shares on any Business Day. Redemptions are priced at the NAV per share next determined after receipt of a redemption request in proper form by the Funds Distributor, Forward Funds or their agents and subject to any applicable CDSC. A financial intermediary may charge its customers a transaction or service fee in connection with redemptions. Forward Funds intends to redeem shares of the Fund solely in cash up to the lesser of $250,000 or 1.00% of the Funds net assets during any 90-day period for any one shareholder. In consideration of the best interests of the remaining shareholders, Forward Funds reserves the right to pay any redemption proceeds exceeding this amount in whole or in part by a distribution in-kind of securities held by a Fund in lieu of cash. It is highly unlikely that shares would ever be redeemed in-kind. If shares are redeemed in-kind, the redeeming shareholders should expect to incur transaction costs upon the disposition of the securities received in the distribution including, but not limited to, brokerage costs of converting the portfolio securities to cash.
Neither the investment advisor, the Distributor, the Transfer Agent, Forward Funds nor any of their affiliates or agents will be liable for any loss, expense or cost when acting upon any oral, wired or electronically transmitted instructions or inquiries believed by them to be genuine. While precautions will be taken, as more fully described below, you bear the risk of any loss as the result of unauthorized telephone redemptions or exchanges believed to be genuine. Forward Funds will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. These procedures include recording phone conversations, sending confirmations to shareholders within 72 hours of the telephone transaction, verifying the account name and sending redemption proceeds only to the address of record or to a previously authorized bank account.
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By Telephone |
You may redeem your shares by telephone if you choose that option on your Account Application. If you did not originally select the telephone option, you must provide written instructions to Forward Funds in order to add this option. The maximum amount that may be redeemed by telephone at any one time is $50,000. You may have the proceeds mailed to your address of record or wired to a bank account previously designated on the Account Application. If you elect to have the payment wired to your bank, a wire transfer fee of $30.00 will be charged by Forward Funds.
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By Mail |
To redeem by mail, you must send a written request for redemption to Forward Funds, P.O. Box 1345, Denver, CO 80201. The Funds Transfer Agent will require a Medallion Signature Guarantee. A Medallion Signature Guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution that is participating in a medallion program recognized by the Securities Transfer Association. Signature guarantees from financial institutions that are not participating in one of these programs are not accepted as Medallion Signature Guarantees. The Medallion Signature Guarantee requirement will be waived if all of the following conditions apply (1) the redemption check is payable to the shareholder(s) of record, (2) the redemption check is mailed to the shareholder(s) at the address of record, (3) an application is on file with the Transfer Agent, and (4) the proceeds of the redemption are $50,000 or less. The Transfer Agent cannot send an overnight package to a post office box.
24
REDEEMING SHARES
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By Systematic Withdrawal |
You may elect to have monthly electronic transfers ($100 minimum) made to your bank account from your Forward Funds account. Your Forward Funds account must have a minimum balance of $10,000 and automatically have all dividends and capital gains reinvested. The transfer will be made on the day you specify (or the next Business Day) to your designated account or a check will be mailed to your address of record. If you do not specify a day, the transfer will be made on the 20th day of each month or the next Business Day if the 20th is not a Business Day.
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Retirement Accounts |
To redeem shares from an IRA, Roth IRA, SIMPLE IRA, SEP IRA, 403(b) or other retirement account, you must mail a completed and signed Distribution Form to the Forward Funds. You may not redeem shares of an IRA, Roth IRA, SIMPLE IRA, SEP IRA, 403(b) or other retirement account by telephone or via the Internet.
PAYMENTS OF REDEMPTION PROCEEDS
Redemption orders are valued at the NAV per share next determined after the shares are properly tendered for redemption, as described above. Payment for shares redeemed generally will be made within seven days after receipt of a valid request for redemption. Forward Funds may temporarily stop redeeming shares or delay payment of redemption proceeds when the NYSE is closed or trading on the NYSE is restricted, when an emergency exists and Forward Funds cannot sell shares or accurately determine the value of assets, or if the SEC orders Forward Funds to suspend redemptions or delay payment of redemption proceeds.
At various times, Forward Funds may be requested to redeem shares for which it has not yet received good payment. If this is the case, the forwarding of proceeds may be delayed until payment has been collected for the purchase of the shares. The delay may last 15 days or more. Forward Funds intends to forward the redemption proceeds as soon as good payment for purchase orders has been received. This delay may be avoided if shares are purchased by wire transfer. Forward Funds intends to pay cash for all shares redeemed, except in cases noted above under the heading Redeeming Shares, in which case payment for certain large redemptions may be made wholly or partly in portfolio securities that have a market value equal to the redemption price. You may incur brokerage costs in converting the portfolio securities to cash.
|
By Check |
You may have a check for the redemption proceeds mailed to your address of record. To change the address to which a redemption check is to be mailed, you must send a written request with a Medallion Signature Guarantee to Forward Funds, P.O. Box 1345, Denver, CO 80201.
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By ACH Transfer |
If your account is bank ACH active, you may have your redemption proceeds sent to your bank account via ACH transfer.
25
REDEEMING SHARES
|
By Wire Transfer |
You can arrange for the proceeds of a redemption to be sent by wire transfer to a single previously designated bank account if you have given authorization for expedited wire redemption on your Forward Funds Account Application. This redemption option does not apply to shares held in broker street name accounts. If a request for a wire redemption is received by Forward Funds prior to the close of the NYSE, the shares will be redeemed that day at the next determined NAV, and the proceeds will generally be sent to the designated bank account the next Business Day. The bank must be a member of the Federal Reserve wire system. Delivery of the proceeds of a wire redemption request may be delayed by Forward Funds for up to seven days if the Distributor deems it appropriate under then current market conditions. Redeeming shareholders will be notified if a delay in transmitting proceeds is anticipated. Forward Funds cannot be responsible for the efficiency of the Federal Reserve wire system or the shareholders bank. You are responsible for any charges imposed by your bank. The minimum amount that may be wired is $2,500. Forward Funds reserves the right to change this minimum or to terminate the wire redemption privilege. Shares purchased by check may not be redeemed by wire transfer until the shares have been owned (i.e., paid for) for at least 15 days. To change the name of the single bank account designated to receive wire redemption proceeds, you must send a written request with a Medallion Signature Guarantee to Forward Funds, P.O. Box 1345, Denver, CO 80201. If you elect to have the payment wired to your bank, a wire transfer fee of $30.00 will be charged by Forward Funds.
26
POLICIES CONCERNING FREQUENT PURCHASES AND REDEMPTIONS
The Forward Funds do not accommodate frequent purchases and redemptions of Fund shares. Short-term or excessive trading may interfere with the efficient management of a Fund, increase transaction costs and taxes and may harm a Funds performance. The Board of Trustees has adopted policies and procedures with respect to frequent purchases and redemptions of fund shares.
The Funds attempt to discover and discourage frequent trading in several ways. These methods include trade activity monitoring and fair value pricing. Although these methods are designed to discourage frequent trading, there can be no guarantee that the Funds will be able to identify and restrict investors that engage in such activities. These methods are inherently subjective and involve judgment in their application. The Funds and their service providers seek to make these judgments and apply these methods uniformly and in a manner that they believe is consistent with the interests of the Funds long-term shareholders. The Funds may amend these policies and procedures in the future to enhance the effectiveness of the program or in response to changes in regulatory requirements.
The Funds monitor trading activity with respect to the purchase, sale and exchange of Fund shares. Trading activity is evaluated to determine whether such activity is indicative of market timing activity or is otherwise detrimental to a Fund. If a Fund believes that a shareholder has engaged in short-term or excessive trading activity to the detriment of the Fund and its long-term shareholders, the Fund may, in its sole discretion, request the shareholder to stop such trading activities or refuse to process purchases or exchanges in the shareholders account. The Funds specifically reserve the right to reject any purchase or exchange order by any investor or group of investors indefinitely for any reason.
The Funds currently are unable to directly monitor the trading activity of beneficial owners of the Funds shares who hold those shares through third-party 401(k) and other group retirement plans and other omnibus arrangements maintained by other intermediaries. Omnibus accounts allow intermediaries to aggregate their customers investments in one account and to purchase, redeem and exchange Fund shares without the identity of a particular customer being known to a Fund. A number of these financial intermediaries may not have the capability or may not be willing to apply the Funds short term trading policies. Although it attempts to do so, the Funds cannot assure that these policies will be enforced with regard to Fund shares held through such omnibus arrangements.
The Board of Trustees has adopted procedures to fair value each Funds securities in certain circumstances when market prices are not readily available, including when trading in a security is halted or suspended; when a securitys primary pricing source is unable or unwilling to provide a price; when a securitys primary trading market is closed during regular market hours; or when a securitys value is materially affected by events occurring after the close of the securitys primary trading market.
By fair valuing securities, the Funds seek to establish prices that investors might expect to realize upon the current sales of these securities. For non-U.S. securities, fair valuation is intended to deter market timers who may take advantage of time zone differences between the close of the foreign markets on which a Funds portfolio securities trade and the U.S. markets that determine the time as of which the Funds NAV is calculated.
27
POLICIES CONCERNING FREQUENT PURCHASES AND REDEMPTIONS
The Funds make fair value determinations in good faith in accordance with the Funds valuation procedures. Because of the subjective and variable nature of fair value pricing, there can be no assurance that a Fund could obtain the fair value assigned to the security upon the sale of such security.
28
DISTRIBUTION AND SHAREHOLDER SERVICES PLANS
Forward Funds has adopted distribution plans under Rule 12b-1 (each a Plan and collectively the Plans) for the Class C and Investor Class shares of the Fund that allow the Fund to pay for the sale and distribution of its shares. The Fund may make payments under each Plan for the purpose of financing any activity primarily intended to result in the sale of shares. In addition, payments under each Plan may be made to banks and their affiliates and other institutions, including broker-dealers, for the provision of administrative and/or shareholder services for Fund shareholders.
Under the Plans the Fund may pay one or more persons or entities a fee at the annual rate of up to 0.25% and 0.75% of the Funds average daily net assets attributable to Investor Class shares and Class C shares respectively, for services rendered and expenses borne in connection with the provision of distribution services with respect to the Investor Class or Class C shares of the Fund.
In addition, Forward Funds has adopted a Shareholder Services Plan with respect to the Class C, Investor Class and Institutional shares of the Fund. Under the Shareholder Services Plan, the Fund is authorized to pay third party service providers for certain expenses incurred in connection with providing services to shareholders of each respective class. Payments under the Shareholder Services Plan for the Class C shares are calculated daily and paid monthly at an annual rate not to exceed 0.25% of the average daily net assets of a Fund attributable to the Class C shares. Payments under the Shareholder Services Plan for the Investor Class shares are calculated daily and paid monthly at an annual rate not to exceed 0.15% of the average daily net assets attributable to the Investor Class shares of the Fund. Payments under the Shareholder Services Plan for the Institutional Class shares are calculated daily and paid monthly at an annual rate not to exceed 0.05% of the average daily net assets attributable to the Institutional Class shares of the Fund.
Because these fees are paid out of assets attributable to the Funds Class C, Investor Class and Institutional shares on an on-going basis, over time these fees will increase the cost of an investment in such shares and may cost more than other types of sales charges.
ADDITIONAL PAYMENTS TO INTERMEDIARIES
Forward Management or its affiliates may enter into arrangements to make additional payments, sometimes referred to as revenue sharing, to certain financial intermediaries or their affiliates. Revenue sharing arrangements occur when Forward Management or its affiliates agree to pay out of their own resources (which may include legitimate profits from providing advisory or other services to the Funds), cash compensation to intermediaries in addition to any sales charges, distribution fees, service fees or other expenses paid by the Fund or its shareholders as disclosed in the Fund Fees and Expenses tables in this Prospectus. Revenue sharing arrangements may include payments for shelf space and marketing support to distribute the Funds shares, as well as compensation for shareholder recordkeeping, processing, accounting and/or other administrative or distribution services in connection with the sale or servicing of shares of the Fund. This compensation may be more or less than the overall compensation received by intermediaries with respect to other investment products and may influence intermediaries to present the Fund or make them available to their other customers. For more information about these payments, please see the SAI or ask your financial intermediary.
29
The Fund expects to declare and pay dividends of net investment income and capital gain distributions annually, if available. A shareholder will automatically receive all income, dividends and capital gain distributions in additional full and fractional shares, unless the shareholder elects to receive dividends or distributions in cash. To elect to receive your dividends in cash or to revoke your election, call (800) 999-6809, or write to us at Forward Funds, P.O. Box 1345, Denver, CO 80201.
The following information is meant only as a general summary for U.S. shareholders. Please see the SAI for additional information. You should rely on your own tax advisor for advice about the particular Federal, state and local or foreign tax consequences to you of investing in the Fund.
The Fund will distribute all or substantially all of its net investment income and net capital gains to its shareholders each year.
Although the Fund will not be taxed on amounts it distributes, most shareholders will be taxed on amounts they receive. A particular distribution generally will be taxable as either ordinary income or long-term capital gains. The tax status of a particular distribution generally will be the same for all of the Funds shareholders. Except as described below, it does not matter how long you have held your Fund shares or whether you elect to receive your distributions in cash or reinvest them in additional Fund shares. For example, if the Fund designates a particular distribution as a long-term capital gain distribution, it will be taxable to you at your long-term capital gain rate.
Dividends attributable to interest are not eligible for the reductions in rates described below. Current tax law generally provides for a maximum tax rate for individual taxpayers of 15% on long-term gains and on certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers. The following are guidelines for how certain distributions by the Fund are generally taxed to individual taxpayers:
|
Distributions of earnings from qualifying dividends and qualifying long-term capital gains will be taxed at a maximum rate of 15%; |
|
Distributions of earnings from dividends paid by certain qualified foreign corporations can also qualify for the lower tax rates on qualifying dividends; |
|
A shareholder will also have to satisfy a more than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate; |
|
Distributions of earnings from non-qualifying dividends, interest income (including interest income from fixed-income securities), other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer. |
Dividends declared by the Fund in October, November or December and paid during the following January may be treated as having been received by shareholders in the year the distributions were declared. Each year, the Fund will send shareholders tax reports detailing the tax status of any distributions for that year.
30
DIVIDENDS AND TAXES
Shareholders who are not subject to tax on their income, such as qualified retirement accounts and other tax-exempt investors, generally will not be required to pay tax on distributions.
There may be tax consequences to you if you sell or redeem Fund shares. You will generally have a capital gain or loss, which will be long-term or short-term, generally depending on how long you hold those shares. If you exchange the Funds shares for shares of another Fund, you may be treated as if you sold them and any gain on the transaction may be subject to Federal income tax. Any loss recognized on shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributions that were received with respect to the shares. Additionally, any loss realized on a sale or exchange of shares of the Fund may be disallowed under wash sale rules to the extent the shares disposed of are replaced with other shares of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of the Fund. If disallowed, the loss will be reflected in an adjustment to the tax basis of the shares acquired.
As with all mutual funds, the Fund may be required to withhold U.S. Federal income tax at the current rate of 28% of all taxable distributions payable to you if you fail to provide the Fund with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures it will collect taxes otherwise due. Any amounts withheld may be credited against your U.S. Federal income tax liability.
31
Forward Funds discloses all portfolio holdings of the Fund quarterly on its web site at www.forwardfunds.com no sooner than one day after such information is filed with the SEC in a publicly available filing.
A description of Forward Funds policies and procedures with respect to the disclosure of the Funds portfolio holdings is available in the SAI.
You can obtain current price, yield and other performance information on any of the Forward Funds between the hours of 9:00 a.m. and 8:00 p.m. Eastern Time Monday through Friday by calling (800) 999-6809. You can request shareholder reports that contain performance information. These are available free of charge.
Our shareholders receive unaudited semi-annual reports and annual reports that have been audited by independent accountants. In addition to information available in annual and semi-annual reports, quarterly portfolio holdings information for the first and third fiscal quarters is available on the SECs website at www.sec.gov. If you have any questions about Forward Funds, write to Forward Funds, P.O. Box 1345, Denver, CO 80201 or call (800) 999-6809.
You should rely only on the information provided in this Prospectus and the SAI concerning the offering of the Funds shares. We have not authorized anyone to give any information that is not already contained in this Prospectus and the SAI. Shares of the Forward
The Forward Tactical Growth Fund is newly organized and its shares have not previously been offered and therefore, the Fund does not have any financial history. Additional information about the Funds investments will be available in the Funds annual and semi-annual reports when they are prepared.
32
Forward Funds appreciates the privacy concerns and expectations of our customers. We are committed to maintaining a high level of privacy and confidentiality when it comes to your personal information and we use that information only where permitted by law. We recognize that, as our customer, you not only entrust us with your money but with your personal information. Your trust is important to us and you can be sure we will continue our tradition of protecting your personal information. We provide this privacy notice to you so that you may understand our policy with regard to the collection and disclosure of nonpublic personal information (Information) pertaining to you.
We collect the following categories of information about you:
|
Information we receive from you on applications or other forms; and |
|
Information about your transactions with us, our affiliates, or others. |
We do not disclose any Information about you or any current or former customer to anyone, except as permitted by law. We may disclose Information about you and any former customer to our affiliates and to nonaffiliated third parties, as permitted by law. We do not disclose personal information that we collect about you to non-affiliated companies except to enable them to provide marketing services on our behalf, to perform joint marketing agreements with other financial institutions, or in other limited circumstances permitted by law. For example, some instances where we may disclose Information about you to third parties include: for servicing and processing transactions, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information about you with these companies, we require them to limit their use of the personal information to the particular purpose for which it was shared and we do not allow them to share your personal information with others except to fulfill that limited purpose. In addition, these companies are required to adhere to our privacy standards with respect to any personal information that we provide them.
Protecting the Security and Confidentiality of Your Information
We restrict access to Information about you to those employees who need to know that Information to provide products or services to you. We maintain physical, electronic, and procedural safeguards to ensure the confidentiality of your Information. Our privacy policies apply only to those individual investors who have a direct customer relationship with us. If you are an individual shareholder of record of any of the Funds, we consider you to be a customer of Forward Funds. Shareholders purchasing or owning shares of any of the Funds through their bank, broker, or other financial institution should consult that financial institutions privacy policies. If you own shares or receive investment services through a relationship with a third-party broker, bank, investment adviser or other financial service provider, that third-partys privacy policies will apply to you and ours will not.
33
FORWARD FUNDS
Forward Tactical Growth Fund
INVESTMENT ADVISOR
Forward Management, LLC
SUB-ADVISOR
Broadmark Asset Management, LLC
ADMINISTRATOR
ALPS Fund Services, Inc.
DISTRIBUTOR
ALPS Distributors, Inc.
COUNSEL
Dechert LLP
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
CUSTODIAN
Brown Brothers Harriman & Co.
TRANSFER AGENT
ALPS Fund Services, Inc.
Ø |
Forward Tactical Growth Fund |
WANT MORE INFORMATION?
You can find out more about the Fund by reviewing the following documents:
ANNUAL AND SEMI-ANNUAL REPORTS
Our annual and semi-annual reports, when available, list the holdings of the Fund, describe the Funds performance, include the Funds financial statements, and discuss the market conditions and strategies that significantly affected the Funds performance during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information (SAI) contains additional and more detailed information about the Fund and is considered a part of this Prospectus. The SAI also contains a description of the Funds policies and procedures for disclosing its portfolio holdings.
HOW DO I OBTAIN A COPY OF THESE DOCUMENTS?
By following one of the four procedures below:
1. | Call or write, and copies will be sent to you free of charge: Forward Funds, P.O. Box 1345, Denver, CO 80201, (800) 999-6809. |
Or go to www.forwardfunds.com and download a free copy.
2. | Write to the Public Reference Section of the Securities and Exchange Commission (SEC) and ask them to mail you a copy. Public Reference Section of the SEC Washington, D.C. 20549-0102. The SEC charges a fee for this service. You can also drop by the Public Reference Section and copy the documents while you are there. Information about the Public Reference Section may be obtained by calling: (202) 551-8090. |
3. | Go to the EDGAR database on the SECs web site at www.sec.gov and download a free text-only copy. |
4. | After paying a duplicating fee, you may also send an electronic request to the SEC at publicinfo@sec.gov. |
Investment Company Act File No. 811-06722
The information in this Statement of Additional Information is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. We may not sell these securities until the registration statement is effective. This Statement of Additional Information is not a prospectus.
Subject to Completion, dated July 1, 2009
FORWARD FUNDS
433 California Street, 11th Floor
San Francisco, California 94104
(800) 999-6809
Forward Tactical Growth Fund
Statement of Additional Information
dated , 2009
Forward Funds (Forward Funds, the Funds or the Trust) is an open-end management investment company commonly known as a mutual fund. The Trust offers multiple series known as the Forward Funds and multiple series also known as the Accessor Funds. Only the Forward Tactical Growth Fund (the Fund) is discussed in this Statement of Additional Information (SAI). There is no assurance that the Fund will achieve its objective.
This SAI is not a Prospectus and should be read in conjunction with the Prospectus for the Fund, dated [ ], 2009, which has been filed with the Securities and Exchange Commission (SEC). A copy of the Prospectus for the Fund may be obtained free of charge by calling the Funds distributor at (800) 999-6809.
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The Trust is an open-end management investment company, commonly known as a mutual fund. The Trust offers multiple series known as the Forward Funds, one of which is discussed in this SAI, and multiple series known as the Accessor Funds.
This SAI pertains to Investor Class, Institutional Class and Class C shares of the Fund.
The capitalization of the Trust consists of an unlimited number of shares of beneficial interest with no par value per
share. Holders of shares of the Funds have one vote for each share held, and a proportionate fraction of a vote for each fractional share. All shares issued and outstanding are fully paid and are non-assessable, transferable and redeemable at the
Board of Trustees
The Trusts Board of Trustees oversees the management and business of the Fund. The Trustees are elected by shareholders of the Trust, or, in certain circumstances, may be appointed by the other Trustees. There are currently four Trustees, three of whom are not interested persons of the Trust as that term is defined in the Investment Company Act of 1940, as amended (the 1940 Act). The Trustees and Officers of the Trust, along with their affiliations over the last five years, are set forth below.
INDEPENDENT TRUSTEES:
Name,
|
Position(s)
|
Term of
|
Principal Occupation(s) During Past Five Years |
Number of
|
Other
|
|||||
Haig G. Mardikian Age: 61 |
Chairman |
Since 1998+ |
Owner of Haig G. Mardikian Enterprises, a real estate investment business (1971 to present); General Partner of M&B Development, a real estate investment business (1982 to present); General Partner of George M. Mardikian Enterprises, a real estate investment business (1983 to 2002); President and Director of Adiuvana-Invest, Inc., a real estate investment business (1983 to present); Vice Chairman and Trustee of the William Saroyan Foundation (1992 to present) and President (2007 to present). Mr. Mardikian served as Managing Director of the United Broadcasting Company, radio broadcasting (1983 to 2001) and Chairman and Director of SIFE Trust Fund (1978 to 2002). Trustee of the International House of UC Berkeley (2001 to present); Director of Near East Foundation (2005 to present); President of Foundation of City College San Francisco (2006 present); Director of the Downtown Association of San Francisco (1982 to 2006); Director of the Market Street Association (1982 to 2006); Trustee of Trinity College (1998 to 2006); Trustee of the Herbert Hoover Presidential |
35 |
None |
1
Library (1997 to present); Trustee of the Herbert Hoover Foundation (2002 to present); Board of Overseers of Hoover Institution (2006 present); Trustee of the Advisor California Civil Liberties Public Education Fund (1997 to 2006); Director of The Walnut Management Co (2008 to present). |
||||||||||
Name,
|
Position(s)
|
Term of
|
Principal Occupation(s) During Past Five Years |
Number of
|
Other
Held by
|
|||||
Donald OConnor Age: 72 |
Trustee |
Since 2000+ |
Financial Consultant (1997 to present); Retired Vice President of Operations, Investment Company Institute (ICI), a mutual fund trade association (1969 to 1993); Executive Vice President and Chief Operating Officer, ICI Mutual Insurance Company, an insurance company (1987 to 1997); Chief, Branch of Market Surveillance, Securities and Exchange Commission (1964 to 1969). |
35 |
Trustee of the Advisors Series Trust (15) (1997 to present). |
|||||
DeWitt F. Bowman Age: 78 |
Trustee, Audit Committee Chairman |
Since 2006 (Director of Forward Funds, Inc. since 2000)+ |
Principal, Pension Investment Consulting, a consulting company (1994 to present); Interim Treasurer and Vice President for Investments, Regents of the University of California (2000 to 2001); Treasurer of Pacific Pension Institute, a non-profit education organization (1994 to 2002); Treasurer of Edgewood Center for Children and Families, a non-profit care center (1994 to 2004); Director, Episcopal Diocese of California, a nonprofit religious organization (1964 to present); Director RREEF America Fund, a real estate investment trust (1994 to 2006); Trustee of the Pacific Gas and Electric Nuclear Decommissioning Trust Fund, a nuclear decommissioning trust (1994 to present). |
35 |
Trustee, Brandes Institutional International Fund (May 1995 to present); Trustee, RREEF America III (December 2002 to present); Trustee, Sycuan Funds (September 2003 to present); Trustee, Brandes Sep Mun Acct Reserve Trust (February 2005 to present); Trustee, PCG Private Equity Fund, (March 1994 to present). |
2
INTERESTED TRUSTEE:
Name,
and Age* |
Position(s)
|
Term
of
|
Principal Occupation(s) During Past Five Years |
Number of
|
Other
|
|||||
J. Alan Reid, Jr. **** Age: 46 |
President, Trustee |
Since 2001+ |
Chief Executive Officer of Forward Management, LLC, an investment advisor (2001 to present); Chief Executive Officer and Director, ReFlow Management Co., LLC, an investment services company (2001 to present); Chief Executive Officer and Director, ReFlow Fund, an investment services company (2002 to present); Chief Executive Officer, Sutton Place Management, an investment management company (2001 to present); Chief Executive Officer, Sutton Place Associates, LLC, an investment services company, (2001 to present); Chief Executive Officer, FISCOP, LLC, (2001 to present); Chief Executive Officer, Broderick Management, LLC, an investment management company (2001 to present); Senior Vice President, Director of Business Delivery, Morgan Stanley Online, a financial services company (1999 to 2001); Executive Vice President and Treasurer, Webster Investment Management Co., LLC (1998 to 1999); Vice President, Regional Director, Investment Consulting Services, Morgan Stanley, Dean Witter, Discover & Co., a financial services company (1992 to 1998); Vice President of the Board of Trustees of Centerpoint, a public health and welfare organization (1997 to present); Advisory Board Member, Finaplex, a software company (2002 to present); Advisory Board of SunGard Expert Solutions (1998 to present). |
35 |
Director, FOLIOfn, Inc. (2002 to present). |
* |
Each Trustee may be contacted by writing to the Trustee, c/o Forward Management, LLC, 433 California Street, 11th Floor, San Francisco, CA 94104. |
** |
Each Trustee will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Trustee and until the election and qualification of his successor, if any, elected at such meeting; or (ii) the date a Trustee resigns or retires, or a Trustee is removed by the Board of Trustees or shareholders, in accordance with the Trusts Declaration of Trust. |
3
*** |
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the 1940 Act. The parenthetical number represents the number of portfolios within a fund or fund complex. |
**** |
Mr. Reid is considered an interested Trustee because he acts as Chief Executive Officer of Forward Management, LLC, the Funds investment advisor, and holds other positions with an affiliate of the Trust. |
OFFICERS:
Name, Address, and Age* |
Position(s)
the Trust |
Term of Office
|
Principal Occupation(s) During Past Five Years |
|||
Barbara H. Tolle 433 California Street 11 th Floor San Francisco, CA 94104 Age: 59 |
Treasurer, Forward Funds |
Since 2006 |
Director of Fund Accounting and Operations, Forward Management (since 2006); Vice President and Director, Fund Accounting and Administration, PFPC Inc. (1999-2006). |
|||
Mary Curran 433 California Street 11 th Floor San Francisco, CA 94104 Age: 61 |
Secretary |
Since 2004** |
Chief Legal Officer, Forward Management (since 2002); Chief Legal Officer, ReFlow Management Co., LLC (since 2002); General Counsel, Morgan Stanley Online (1997-2002). |
|||
Judith M. Rosenberg 433 California Street 11 th Floor San Francisco, CA 94104 Age: 60 |
Chief Compliance Officer and Chief Legal Officer |
Since 2006 |
Chief Compliance Officer, Forward Management (since 2005); First Vice President and Senior Attorney, Morgan Stanley (1984-2005). |
|||
Cecilia Herbert*** 433 California Street 11 th Floor San Francisco, CA 94104 Age: 60 |
Since 2009 |
Director, Barclays iShares Inc. (since 2005); Member of Audit & Governance Committees, Barclays iShares Trust (since 2005); President, Board of Catholic Charities CYO (since 2007); Trustee, Thacher School (since 2002); Chair, Thacher School Investment Committee (since 2005); Chair, Thacher School Finance Committee (2005 - 2008); Director, Womens Forum West (2004 - 2006); Chair, Investment Committee, Archdiocese of San Francisco (1994 - 2005); Member, Finance Committee, Archdiocese of San Francisco (since 1994); Trustee, Pacific Select Funds (2004 - 2005). |
* |
Each officer shall hold office at the pleasure of the Board of Trustees until the next annual meeting of the Trust or until his or her successor is duly elected and qualified, or until he or she dies, resigns, is removed or becomes disqualified. |
** |
Ms. Curran has served as an officer of the Trust since May 1, 2005. However, beginning on the date indicated in the chart, Ms. Curran served as an officer for the nine series of Forward Funds, Inc., which were reorganized as series of the Trust effective July 1, 2005. |
*** |
Ms. Herbert is a member of the Advisory Board of the Trust. |
The Board of Trustees has established two standing committees in connection with its governance of the Funds: Audit and Nominating Committees. The Audit Committee consists of three members: Messrs. Bowman, Mardikian, and OConnor. The
4
functions performed by the Audit Committee include, among other things, considering the matters pertaining to the Trusts financial records and internal accounting controls and acting as the principal liaison between the Board and the Trusts independent registered public accounting firm. During the fiscal year ended December 31, 2008 the Audit Committee convened five times.
The Nominating Committee consists of three members: Messrs. Bowman, Mardikian, and OConnor. The function performed by the Nominating Committee is to select and nominate candidates to serve as non-interested Trustees (including considering written nominations from shareholders delivered to the Trust at its address on the cover of this SAI), and approve officers and committee members. During the fiscal year ended December 31, 2008, the Nominating Committee convened three times.
The following table sets forth information regarding the ownership of the Fund by each of the Trustees, and information regarding the aggregate ownership by each Trustee of the Forward Funds.
Information As Of December 31, 2008
INDEPENDENT TRUSTEES
Name of Trustee |
Dollar
Range of Equity Securities in the Fund* |
Aggregate Dollar Range of
Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies* |
||
Haig G. Mardikian |
A | C | ||
Donald OConnor |
A | E | ||
DeWitt F. Bowman |
A | D |
INTERESTED TRUSTEE:
Name of Trustee |
Dollar
Range of Equity Securities in the Fund* |
Aggregate Dollar Range of
Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies* |
||
J. Alan Reid, Jr. |
A | E |
* |
Key to Dollar Ranges |
A |
None |
B |
$1-$10,000 |
C |
$10,001 - $50,000 |
D |
$50,001 - $100,000 |
E |
Over $100,000 |
As of December 31, 2008, no Trustee who is not an interested person of the Trust owned any securities of the Funds Investment Advisor, ALPS Distributors, Inc. (the Distributor) or their affiliates.
5
Trustee Compensation
The Trust pays each independent Trustee a retainer fee in the amount of $25,000 per year, $10,000 each for attendance in person at a regular meeting ($5,000 for attendance via telephone at a regular meeting). The Funds also pay each independent Trustee $3,000 for attendance in person at each special meeting or committee meeting that is not held in conjunction with a regular meeting, and $2,250 for attendance at a special telephonic meeting, and $1,000 per day for participation in Trust-related meetings not held in conjunction with a meeting. The Chairman of the Board of Trustees and the Chairman of the Audit Committee each receive a special retainer fee in the amount of $10,000 per year. The interested Trustee does not receive any compensation by the Funds. Officers of the Trust and Trustees who are affiliated persons of the Funds, their investment advisor or sub-advisors do not receive any compensation from the Trust or any other funds managed by the Funds investment advisor or sub-advisors. As of December 31, 2008, the Officers and Trustees owned less than 1% of the outstanding shares of the Funds. As discussed below in Investment Advisory and Other Services Other Service Providers, the Trust has agreed to compensate the Investment Advisor for, among other expenses, providing an officer or employee of the Investment Advisor to serve as Chief Compliance Officer for the Funds, and may compensate the Investment Advisor for the time of other officers or employees of the Investment Advisor who serve in other compliance capacities for the Funds.
Compensation Received From Funds (as of December 31, 2008)
Name and Position |
Aggregate
Compensation From Trust |
Pension or
Retirement Benefits Accrued As Part of Funds Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation From Trust and Fund Complex(1) |
||||||||
J. Alan Reid, Jr. Trustee* |
None | None | None | None | ||||||||
Haig G. Mardikian, Trustee |
$ | 62,750 | $ | 0 | $ | 0 | $ | 62,750 | ||||
Donald OConnor, Trustee |
$ | 45,750 | $ | 0 | $ | 0 | $ | 45,750 | ||||
DeWitt F. Bowman, Trustee |
$ | 62,750 | $ | 0 | $ | 0 | $ | 62,750 |
* |
Interested |
(1) |
The Fund Complex consists of the Trust, which currently consists of thirty-six series. |
Trustee and Officer Indemnification
The Declaration of Trust provides that the Trust will indemnify the Trustees and may indemnify its officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, except if it is determined in the manner specified in the Trust that they have acted in bad faith, with reckless disregard of their duties, willful misconduct or gross negligence. The Trust, at its expense, may provide liability insurance for the benefit of its Trustees and its officers.
Forward Funds has adopted policies and procedures related to the selective disclosure of portfolio holdings (Disclosure Policies). The Disclosure Policies provide that it is the policy of Forward Funds and their service providers to protect the confidentiality of their holdings and prevent the selective disclosure of non-public information about the Funds portfolio holdings. The Disclosure Policies are designed to address conflicts of interest between the Funds shareholders and its Investment Advisor, principal underwriter or any affiliated person of such entities by limiting and delineating the circumstances under which non-public information about the Funds portfolio holdings may be disseminated. No information concerning the portfolio holdings of the Fund may be disclosed to any unaffiliated third party except in limited circumstances, as described below.
Violations of the Disclosure Policies must be reported to the Trusts Chief Compliance Officer. If the Chief Compliance Officer, in the exercise of his or her duties, deems that such violation constitutes a Material Compliance Matter within the meaning of Rule 38a-1 under the 1940 Act, he/she shall report it to the Trusts Board of Trustees, as required by Rule 38a-1.
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Disclosures Required by Law
Nothing contained in the Disclosure Policies is intended to prevent the disclosure of portfolio holdings information as may be required by applicable laws and regulations. For example, the Fund or any of their affiliates or service providers may file any report required by applicable law, such as periodic portfolio disclosure in filings with the SEC, respond to requests from regulators, and comply with valid subpoenas.
Public Disclosures on Web Site
Forward Funds discloses the portfolio holdings of the Fund, as of the end of each quarter on its web site at www.forwardfunds.com no sooner than one day after such information is filed with the SEC in a publicly available filing. The portfolio holdings for each quarter will remain available on the web site for a minimum of six months following the date posted. In addition, the Forward Funds may, at the discretion of the Investment Advisor, publicly disclose portfolio holdings information at any time with respect to securities held by the Funds that are in default, distressed, or experiencing a negative credit event. Any such disclosure will be broadly disseminated via the Funds website or other means.
Confidential Dissemination of Portfolio Holdings
The Fund may disclose portfolio holdings, under Conditions of Confidentiality, as defined herein, before their public disclosure is required or authorized by policy as above, to service providers, to data aggregators, and to mutual fund evaluation and due diligence departments of broker-dealers and wirehouses that regularly analyze the portfolio holdings of mutual funds in order to monitor and report on various attributes including style, capitalization, maturity, yield, beta, etc. These services and departments then distribute the results of their analysis to the public, paid subscribers and/or in-house brokers. Holdings authorized to be disclosed may be disclosed by officers of the Fund, the Investment Advisor, or service providers in possession of such information. Such holdings are released under conditions of confidentiality. Conditions of Confidentiality means that:
(a) |
the recipient may not distribute the portfolio holdings or results of the analysis to third parties, other departments or persons who are likely to use the information for purposes of purchasing or selling the Fund before the portfolio holdings or results of the analysis become public information; and |
(b) |
the recipient must sign a written Confidentiality Agreement in form and substance acceptable to the Funds Chief Compliance Officer which, among other things, provides that the recipient of the portfolio holdings information agrees to limit access to the information to those persons who are subject to confidentiality obligations, and includes an obligation not to trade on non-public information. |
The Trusts Board of Trustees or Chief Compliance Officer may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio information beyond those imposed by the Disclosure Policies, or may approve exceptions or revisions to the Disclosure Policies. For example, the Funds may determine to not provide purchase and sale information with respect to Funds that invest in smaller capitalization companies or less liquid securities. The Disclosure Policies may not be waived, or exceptions made, without the consent of the Trusts Board of Trustees or Chief Compliance Officer.
The Board of Trustees will review at least annually a list of the entities that have received such information, the frequency of such disclosures and the business purpose therefore. Any material changes to the policies and procedures for the disclosure of portfolio holdings will be reported to the Board on at least an annual basis.
The identity of the entities with which Forward Funds has ongoing arrangements to provide portfolio holdings information under Conditions of Confidentiality, the frequency with which they receive such information and the length of the lag between the date of the information and the date it is disclosed is provided below:
1. |
FactSet Research Systems Inc. Daily for the Fund with no delay. |
2. |
Electra Information Systems Inc. Daily for the Fund with no delay. |
3. |
Glass, Lewis & Co. Daily (or less frequently) for the Fund with no delay. |
The policy also permits the daily or less frequent disclosure of any and all portfolio information to the Funds service providers and others who generally need access to such information in the performance of their contractual duties and
7
responsibilities, such as the Funds custodian, fund accountants, investment advisor and sub-advisors, administrator, independent public accountants, attorneys, officers and directors and each of their respective affiliates and advisors, who are subject to duties of confidentiality imposed by law and/or contract, including a duty not to trade on non-public information.
Analytical Information
The Fund or its duly authorized service providers may distribute the following information concerning the Funds portfolio before disclosure of all portfolio holdings is made as discussed above, provided that the information has been publicly disclosed (via the Funds website or otherwise):
|
Top Twenty-five Holdings . Top twenty-five holdings and the total percentage of the Fund such aggregate holdings represent. |
|
Sector Holdings . Sector information and the total percentage of the Fund held in each sector. |
|
Other Portfolio Characteristic Data . Any other analytical data that does not identify any specific portfolio holding. |
Press Interviews, Broker Discussions, etc.
Portfolio managers and other senior officers or spokespersons of the Fund may disclose or confirm the ownership of any individual portfolio holding position to reporters, brokers, shareholders, consultants or other interested persons only if such information has been previously publicly disclosed in accordance with these Disclosure Policies. For example, a portfolio manager discussing a particular Fund may indicate that he or she likes and/or owns for the Fund a security only if the Funds ownership of such security has previously been publicly disclosed (and the statement is otherwise accurate and not misleading).
Trading Desk Reports
The trading desks of the Funds Investment Advisor or Sub-Advisor may periodically distribute lists of applicable investments held by their clients (including the Fund) for the purpose of facilitating efficient trading of such investments and receipt of relevant research.
Research Coverage
The Funds Investment Advisor or Sub-Advisor may periodically distribute a list of the issuers and securities that are covered by their research department as of a particular date. The list of issuers and securities may represent securities currently held by the Fund and securities which may be purchased for the Fund. In no case will a list specifically identify an issuers securities as either currently held or anticipated to be held by the Fund or identify Fund position sizes.
Conflicts of Interest
Whenever portfolio holdings disclosure made pursuant to the Disclosure Policies involves a conflict of interest between the Funds shareholders and the Funds Investment Advisor, Sub-Advisor, Distributor or any affiliated person of the Fund, the disclosure may not be made unless a majority of the independent Trustees or a majority of a Board committee consisting solely of independent Trustees approves such disclosure after considering the best interests of shareholders and potential conflicts in making such disclosures. The Fund, the Funds Investment Advisor and Sub-Advisor will not enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Advisor
Forward Management, LLC (Forward Management or the Investment Advisor) serves as the investment advisor for the Fund. Forward Management has the authority to manage the Fund in accordance with the investment objective, policies and restrictions of the Fund and subject to general supervision of the Trusts Board of Trustees. Forward Management also has the authority to engage the services of different sub-advisors with the approval of the Trustees of the Fund. Forward Management also provides the Fund with ongoing management supervision and policy direction.
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Forward Management is a registered investment adviser under the Investment Advisers Act of 1940 (Advisers Act). Forward management supervises the activities of the Sub-Advisor. Forward Management is located at 433 California Street, 11th Floor, San Francisco, California 94104. Forward Managements ownership interests are held approximately as follows: Gordon P. Getty, Chairman of the Board (35%); ReFlow Forward Holding Company, an entity controlled by Mr. Getty (35%); management and employees (26%); and unaffiliated outsider investors (4%).
Forward Management has delegated the authority to manage the Fund. Forward Management has managed the Funds since inception. The thirty-five portfolios of the Trust are Forward Managements principal investment advisory clients. Daily investment decisions are made by the Sub-Advisors for the Fund. Certain information regarding Forward Management is described above, and certain information regarding the Sub-Advisors is described below.
Hiring Sub-Advisors without Shareholder Approval
Forward Management and Forward Funds have received an exemptive order from the SEC that permits Forward Management, subject to the approval of the Board of Trustees of Forward Funds, to hire and terminate non-affiliated sub-advisors or to materially amend existing sub-advisory agreements with non-affiliated sub-advisors for the Funds without shareholder approval. Pursuant to such exemptive relief, shareholders of the affected Fund will be notified of the hiring of a sub-advisor or sub-advisor changes within 90 days after the effective date of such change.
Sub Advisor
Broadmark Asset Management, LLC
Forward Management has engaged the services of Broadmark Asset Management, LLC (Broadmark) to act as sub-advisor to the Fund. Broadmark is a Delaware limited liability company that is registered as an investment adviser with the SEC pursuant to the Investment Advisers Act of 1940. Broadmark is located at 12 East 52 nd Street, 3 rd Floor, New York, New York 10022. As of June 1, 2009, Broadmark had assets under management of approximately $135 million.
The portfolio manager of the Forward Tactical Growth Fund is Christopher J. Guptill. Mr. Guptill is Chief Executive Officer and Chief Investment Officer of Broadmark and has been with the company since its inception in 1999. Mr. Guptill, a founding member of Broadmark, is based in the California office and is responsible for the development of Broadmarks investment management programs and products. He is also responsible for the implementation of all portfolio management and execution. Mr. Guptill began his career in 1979 at Paine Webber, Jackson and Curtis. In the mid-1980s he developed a specialty for identifying emerging equity managers. In 1994, Mr. Guptill joined McKinley Capital Management, Inc. and was initially responsible for portfolio management as senior portfolio manager. He later became the firms chief equity strategist. Additionally, Mr. Guptill developed, launched and co-managed the firms highly successful alternative investment portfolios. Mr. Guptill is a 1979 graduate of California State University, Chico with a BA in economics.
Investment Management and Sub-Advisory Agreements
The Fund pays an investment advisory fee, which is computed daily and paid monthly, at the annual rate of 1.25% based on the average daily net assets of the Fund.
From time to time, the Investment Advisor may waive receipt of its fees and/or voluntarily assume certain Fund expenses, which would have the effect of reducing the Funds expense ratio and increasing returns to shareholders at the time such amounts are waived or assumed, as the case may be. Each class of shares of the Fund pays its respective pro rata portion of the advisory fees payable by the Fund.
Under the terms of the investment advisory contract between the Trust and the Investment Advisor (the Investment Management Agreement), the Investment Advisor provides a program of continuous investment management for the Fund with regard to the Funds investment of their assets in accordance with the Funds investment objectives, policies and limitations. In providing investment management services to the Fund, the Investment Advisor will: (a) make investment decisions for the Fund, including, but not limited to, the selection and management of an investment sub-advisor for the Fund, in which case any of the duties of the Investment Advisor under the Investment Management Agreement may be delegated to such investment sub-advisor subject to approval by the Board of Trustees; (b) if an investment sub-advisor is appointed with respect to the Fund, monitor and evaluate the performance of the investment sub-advisor under their respective sub-advisory agreement in light of the investment objectives and policies of the Fund, and render to the Trustees such periodic and special reports related to such performance monitoring as the Trustees may reasonably request, and analyze and recommend changes in the investment sub-advisor as the Investment Advisor may deem appropriate; (c) place orders to
9
purchase and sell investments in the Fund; (d) furnish to the Fund the services of its employees and agents in the management and conduct of the corporate business and affairs of the Fund; (e) if requested, and subject to certain reimbursement provisions of the Investment Management Agreement with respect to the Chief Compliance Officer of the Trust, provide the services of its officers as officers or administrative executives of the Fund of the Trust who are interested persons of the Trust or its affiliates, as that term is defined in the 1940 Act, subject in each case to their individual consent to serve and to applicable legal limitations; and (f) provide office space, secretarial and clerical services and wire and telephone services (not including toll charges, which will be reimbursed by the Fund), and monitor and review Fund contracted services and expenditures pursuant to the distribution and service plans of the Fund. Under the Investment Management Agreement, the Investment Advisor is also authorized to enter into brokerage transactions, including with brokers affiliated with the Investment Advisor, with respect to the Funds portfolio securities, always subject to best execution. The Investment Management Agreement authorizes the Fund to use soft dollars to obtain research reports and services and to use directed brokerage on behalf of the Fund, however the Investment Advisor reviews such transactions on a quarterly basis. The Investment Advisor may also aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other accounts managed by the Investment Advisor or with accounts of the Investment Advisors affiliates, if in the Investment Advisors reasonable judgment such aggregation shall result in an overall economic benefit to the Fund.
The Investment Advisor compensates the Sub-Advisor out of the Investment Advisors revenues. All fees paid to the Investment Advisor by the Fund are computed and accrued daily and paid monthly based on the net asset value of shares of the Fund.
For the services provided pursuant to the Sub-Advisory Agreements with Forward Management, the Sub-Advisor receives a monthly fee from Forward Management at the annual rate of 0.70% based on the average daily net assets of the Fund.
A discussion regarding the basis for the Board of Trustees approval of the Investment Management Agreement and investment sub-advisory contracts for the Fund is available in Forward Funds annual report for the period ended December 31, 2009.
As described in the Prospectuses, the Investment Advisor has agreed to limit the total expenses of the Fund through the dates indicated to the annual rates stated below. Pursuant to these agreements, the Fund will reimburse the Investment Advisor for any fee waivers or expense reimbursements made by the Investment Advisor, provided that any such reimbursements made by the Fund to the Investment Advisor will not cause the Funds expense limitation to exceed the expense limitation in existence at the time the expenses were incurred or at the time of the reimbursement, whichever is lower, and the reimbursement is made within three years after the expenses were incurred. There is no assurance that these expense limitations will be continued beyond the dates indicated.
Fund |
Class | End Date |
Expense
Limit |
||||
Forward Tactical Growth Fund |
Class C |
, 2010 | 2.54 | % | |||
Forward Tactical Growth Fund |
Investor Class |
, 2010 | 1.94 | % | |||
Forward Tactical Growth Fund |
Institutional Class |
, 2010 | 1.59 | % |
The Sub-Advisor has contractually agreed to waive its fees in the same proportion as the
Portfolio Manager
Broadmark Capital Management, LLC
Christopher J. Guptill is responsible for the day-to-day management of the Fund. The table below includes details about the type, number, and assets under management for the various types of accounts, and total assets in the accounts with respect to which the advisory fee is based on the performance of the accounts that he managed as of June 1, 2009.
Type of Account |
Number of
Accounts Managed |
Total Assets
Managed (in Millions) |
Number of
Accounts Managed for which Advisory Fee is Performance-Based |
Total Assets
Managed for which Advisory Fee is Performance-Based (in Millions) |
||||||
Registered Investment Companies |
0 | $ | 0 | 0 | $ | 0.0 | ||||
Other pooled investment vehicles |
4 | $ | 50 | 4 | $ | 50 | ||||
Other accounts |
7 | $ | 85 | 5 | $ | 57 |
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The following table sets forth information regarding the ownership of the Fund by the portfolio manager responsible for the day-to-day management of the Funds portfolio, and information regarding the aggregate ownership by the portfolio manager of the Forward Funds.
Information as of June 1, 2009
Name of Portfolio Manager |
Fund |
Dollar Range
of Equity Securities in the Fund* |
Aggregate Dollar Range
of Equity Securities in All Registered Investment Companies Overseen by Portfolio Manager in Family of Investment Companies* |
|||
Christopher J. Guptill |
Forward Tactical Growth Fund |
A | A |
* |
Key to Dollar Ranges |
A |
None |
B |
$1 - $10,000 |
C |
$10,001 - $50,000 |
D |
$50,001 - $100,000 |
E |
$100,001 - $500,000 |
F |
$500,001 - $1,000,000 |
G |
Over $1,000,000 |
Mr. Guptill receives a fixed annual salary and discretionary bonus compensation based upon the profitability of Broadmark in which he has significant ownership.
Allocation of Investment Opportunities
Because the portfolio managers discussed above generally manage multiple accounts with similar investment objectives and strategies, the Sub-Advisor is subject to portfolio security allocation procedures which are intended to ensure that limited investment opportunities are allocated in a fair and equitable manner among the Sub-Advisors various client accounts. Where the Sub-Advisor seeks to purchase securities for the account of the Fund and other clients, but is unable to obtain the desired amount of the securities, the available amount is generally allocated pro-rata among the Fund and other participating accounts, with limited exceptions.
Distributor
The Fund offers its shares to the public on a continuous basis. Shares of the Fund are distributed pursuant to a Distribution Agreement, dated as of September 30, 2005 (the Distribution Agreement), between the Trust, on behalf of the Forward Series, and the Distributor, ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, CO 80203 (the Distributor). The Distribution Agreement requires the Distributor to solicit orders for the sale of shares and to undertake such advertising and promotion as the Distributor believes reasonable in connection with such solicitation. The Trust and the Distributor have agreed to indemnify each other against certain liabilities. The Trust pays no fee to the Distributor under the Distribution Agreement. The Distribution Agreement will remain in effect for two years and from year to year thereafter only if its continuance is approved annually by a majority of the Board of Trustees who are not parties to such agreement or interested persons of any such party and must be approved either by votes of a majority of the Trustees or a majority of the outstanding voting securities of the Funds of the Forward Series. The Distribution Agreement may be terminated by either party on at least 60 days written notice and will terminate automatically in the event of its assignment (as defined in
Codes of Ethics
The Trust, the Investment Advisor, the Sub-Advisor, and the Distributor have adopted Codes of Ethics governing personal trading activities of all of their trustees, directors and officers and persons who, in connection with their regular functions, play a role in the recommendation of any purchase or sale of a security by the Fund or obtain information pertaining to such purchase or sale. The Codes of Ethics permit personnel subject to the Code of Ethics to invest in securities, including securities that may be purchased or held by the Fund.
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The Investment Advisors and Sub-Advisors Codes of Ethics is designed to address and avoid potential conflicts of interest relating to personal trading and related activities. The Codes of Ethics instruct the Investment Advisor to always place the interests of shareholders first, ensure that all personal securities transactions are conducted consistent with the Code of Ethics and in such a manner to avoid any actual or potential conflicts of interest or abuse, and prohibits investment company personnel from taking inappropriate advantage of their positions.
The Investment Advisors and Sub-Advisors Codes of Ethics prohibits personal trading in certain securities by access persons unless they have received written authorization from the respective Advisor or Sub-Advisor. The Code of Ethics lists situations in which transactions are exempt and thus covered persons may engage in exempted transactions without following the procedures set forth in the Code of Ethics. Access persons are required to make initial and annual reports of their securities holdings and to file quarterly securities transaction reports with the Investment Advisor or Sub-Advisor even if no securities transactions occurred and no new securities accounts were opened during the relevant quarter. Each employee is required to certify that he or she has read, understands and has complied with the Code of Ethics.
The Distributors Code of Ethics is designed to clearly state, and inform its access persons about, prohibited activities in which employees may not engage. The Distributors Code of Ethics prohibits its access persons from purchasing or selling securities based upon any material nonpublic information to which they have access solely as a result of their employment with the Distributor, and prohibits informing others, who may act on such information, about material nonpublic information about the Distributor or one of its clients.
The Codes of Ethics of the Trust, the Investment Advisor, the Sub-Advisor and the Distributor are on public file with and available from the SEC.
Proxy Voting Policies and Procedures
It is the Funds policy that proxies received by the Fund are voted in the best interest of the Funds shareholders. The Board of Trustees of the Fund have adopted Proxy Voting Policies and Procedures for the Fund that delegate all responsibility for voting proxies received relating to the Funds securities to the Investment Advisor. The Board of Trustees will periodically review and approve the Investment Advisors proxy voting policies and procedures and any amendments.
Proxy Voting Guidelines
Forward Management, LLC
For the Forward Funds portfolios for which it exercises proxy voting authority, Forward Management will vote proxies in the best interests of the Fund. Forward Management has contracted with PROXY GOVERNANCE (Proxy Governance) to handle administration and voting of these proxies and has directed Proxy Governance to vote all proxies on behalf of the portfolios of the Forward Funds in accordance with Proxy Governances recommendations. Proxy Governances stated mission is to provide proxy analysis and recommendations that support the growth of long-term shareholder value. The firms approach to enhancing overall corporate value growth through effective proxy voting relies on analysis and recommendations that are developed on an issue-by-company basis. Proxy Governance views proxy issues and provides recommendations in the context of company-specific metrics, taking into account a variety of relevant factors.
Because Forward Management does not exercise discretion in voting proxies for the Forward Funds portfolios but routinely votes proxies according to the Guidelines or the recommendations of Proxy Governance, no potential conflict of interests between Forward Management and the Fund should actually affect the voting of proxies. However, should a conflict arise, Forward Management will use one of the following methods to resolve such conflict, provided such method results in a decision to vote the proxies that is based on the Funds best interest and is not the product of the conflict:
|
echo vote or mirror vote the proxies in the same proportion as the votes of other proxy holders that are not Forward Management clients; or |
|
if possible, erect information barriers around the person or persons making voting decisions sufficient to insulate the decision from the conflict. |
12
Broadmark Asset Management, LLC
Statement of Policy
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When the Broadmark has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies and procedures. Broadmark may retain a third party to assist it in coordinating and voting proxies with respect to client securities.
Proxy Voting Procedures
All proxies received by Broadmark will be sent to the Portfolio Manager. The Portfolio Manager will:
|
Keep a record of each proxy received; |
|
Determine which accounts managed by Broadmark hold the security to which the proxy relates; |
|
Obtain a list of accounts that hold the security, together with the number of votes each account controls (reconciling any duplications), and the date by which Broadmark must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place. |
|
Absent material conflicts (see the Disclosure Section below), the Portfolio Manager will determine how Broadmark should vote the proxy and is responsible for completing the proxy and mailing the proxy in a timely and appropriate manner. |
|
Broadmark may retain a third party to assist it in coordinating and voting proxies with respect to client securities. If so, the Compliance Officer will monitor the third party to assure that all proxies are being properly voted and appropriate records are being retained. |
Voting Guidelines
In the absence of specific voting guidelines from the client, Broadmark will vote proxies in the best interests of each particular client, which may result in different voting results for proxies for the same issuer. Broadmark believes that voting proxies in accordance with the following guidelines is in the best interests of its clients.
|
Generally, Broadmark will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock. |
|
Generally, Broadmark will vote against proposals that make it more difficult to replace members of the issuers board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting. |
For other proposals, Broadmark shall determine whether a proposal is in the best interests of it clients and may take into account the following factors, among others:
|
whether the proposal was recommended by management and Broadmarks opinion of management; |
|
whether the proposal acts to entrench existing management; and |
|
whether the proposal fairly compensates management for past and future performance. |
Conflicts of Interest
The Chief Investment Officer with the Portfolio Manager will identify any conflicts that exist between the interests of Broadmark and its clients. This examination will include a review of the relationship of Broadmark and its affiliates with the issuer of each security and any of the issuers affiliates to determine if the issuer is a client of Broadmark or an affiliate of Broadmark or has some other relationship with Broadmark or a client of Broadmark.
13
If a material conflict exists, Broadmark will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client. Broadmark will also determine whether it is appropriate to disclose the conflict to the affected clients and, except in the case of clients that are subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), give the clients the opportunity to vote their proxies themselves. In the case of ERISA clients, if the Investment Management Agreement reserves to the ERISA client the authority to vote proxies when Broadmark determines it has a material conflict that affects its best judgment as an ERISA fiduciary, Broadmark will give the ERISA client the opportunity to vote the proxies themselves.
Disclosure
Broadmark will disclose in its Form ADV Part II that clients may contact the Compliance Officer, Jerome Crown, at its New York office, via e-mail or telephone, in order to obtain information on how Broadmark voted such clients proxies, and to request a copy of these policies and procedures. If a client requests this information, the Compliance Officer will prepare a written response to the client that lists, with respect to each voted proxy about which the client has inquired, (a) the name of the issuer; (b) the proposal voted upon, and (c) how Broadmark voted the clients proxy.
A concise summary of this Proxy Voting Policy and Procedures will be included in Broadmarks Form ADV Part II, and will be updated whenever these policies and procedures are updated. The Compliance Officer will arrange for a copy of this summary to be sent to all existing clients (who will already have been sent Broadmarks Form ADV Part II, which is required to be offered to clients annually) either as a separate mailing or along with a periodic account statement or other correspondence sent to clients.
Recordkeeping
The Compliance Officer and/or the Portfolio Manager will maintain files relating to Broadmarks proxy voting procedures in an easily accessible place. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of Broadmark. Records of the following will be included in the files:
|
Copies of this proxy voting policy and procedures, and any amendments thereto. |
|
A copy of each proxy statement that Broadmark receives, provided however that Broadmark may rely on obtaining a copy of proxy statements from the SECs EDGAR system for those proxy statements that are so available. Broadmark may choose instead to have a third party retain a copy of proxy statements (provided that third party undertakes to provide a copy of the proxy statements promptly upon request). |
|
A record of each vote that Broadmark casts. Broadmark may also rely on a third party to retain a copy of the votes cast (provided that the third party undertakes to provide a copy of the record promptly upon request). |
|
A copy of any document Broadmark created that was material to making a decision how to vote proxies, or that memorializes that decision. |
|
A copy of each written client request for information on how Broadmark voted such clients proxies, and a copy of any written response to any (written or oral) client request for information on how Broadmark voted its proxies. |
Funds Proxy Voting Records
Information on how the Fund voted proxies relating to portfolio securities from inception through the period ended June 30, 2010 will be available: (1) without charge, upon request, by calling (800) 999-6809; and (2) filed on Form N-PX on the SECs website at www.sec.gov.
Administrative Services and Transfer Agent
ALPS Fund Services, Inc. (hereinafter AFS, Administrator and Transfer Agent), whose principal business address is 1290 Broadway, Suite 1100, Denver, CO 80203, acts as the Funds administrator. As Administrator, AFS performs corporate
14
secretarial, treasury and blue sky services and acts as fund accounting agent for the Fund. For its services as Administrator, the Fund pays AFS the greater of $1,092,000 or fees based on the average daily net assets of the Fund, accrued daily and payable monthly by the Fund at the following annual rate:
Average Net Assets |
Annual Fee | ||
Up to and including $1 billion |
0.065 | % | |
In excess of $3 billion |
0.030 | % |
The Amended and Restated Administration Agreement between the Fund and AFS was dated as of June 3, 2009 and effective June 15, 2009. The Amended and Restated Administration Agreement has an initial term of three years and will renew automatically for successive one-year terms.
Pursuant to an Amended and Restated Transfer Agency and Services Agreement dated June 3, 2009 and effective as of June 15, 2009, AFS acts as transfer agent and dividend disbursing agent for the Fund. The Transfer Agency and Services Agreement has an initial term of three years and automatically renews for successive one-year terms. Shareholder inquiries may be directed to AFS at P.O. Box 1345, Denver, CO 80201.
Other Service Providers
The Fund pays all expenses not assumed by the Investment Advisor or the Administrator. Expenses paid by the Fund include, but are not limited to: custodian, stock transfer and dividend disbursing fees and accounting and recordkeeping expenses; Rule 12b-1 fees and shareholder service fees pursuant to distribution or service plans; costs of designing, printing and mailing reports, Prospectuses, proxy statements and notices to its shareholders; taxes and insurance; expenses of the issuance, sale or repurchase of shares of the Fund (including federal and state registration and qualification expenses); legal and auditing fees and expenses; compensation, fees and expenses paid to Trustees who are not interested persons of the Trust; association dues; costs of stationery and forms prepared exclusively for the Fund; and trade organization dues and fees. In addition, as noted above, the Trust has agreed to pay the Investment Advisor a fee in the amount of $125,000 per annum as compensation for providing an officer or employee of the Investment Advisor to serve as Chief Compliance Officer for the series of the Trust known as the Forward Funds (each such series bearing its pro rata share of the fee), plus the cost of reasonable expenses related to the performance of the Chief Compliance Officers duties, including travel expenses, and may compensate the Investment Advisor for the time of other officers or employees of the Investment Advisor who serve in other compliance capacities for the Fund.
Shareholder Distribution and Shareholder Service Plans
Distribution Plans
The Fund has adopted service and distribution plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Class C and Investor Class shares of the Fund (each a Distribution Plan and collectively, the Distribution Plans). The purpose of the Distribution Plans is to permit the Fund to compensate the Distributor, banks, brokers, dealers, administrators and other financial intermediaries for services provided and expenses incurred by them in promoting the sale of shares of the Fund or maintaining or improving services provided to Class C and Investor Class shareholders. By promoting the sale of shares and maintaining or improving services to shareholders, the Distribution Plans should help provide a continuous cash flow, affording the Investment Advisor and Sub-Advisors the ability to purchase and redeem securities without forcing the Investment Advisor and Sub-Advisors to make unwanted sales of existing portfolio securities.
Under the Distribution Plan for the Class C shares of the Fund, the Fund pays the fees to the Distributor on a monthly basis at an annual rate not to exceed 0.75% of the Funds average net assets attributable to Class C shares. Under the Distribution Plan for the Investor Class shares of the Fund, the Fund pays the fees to the Distributor on a monthly basis at an annual rate not to exceed 0.25% of the Funds average net assets attributable to Investor Class shares. Expenses acceptable for payment under the Distribution Plans include but are not limited to compensation of broker-dealers or other persons for providing assistance in distribution and for promotion of the sale of the Class C and Investor Class shares of the Fund, the printing of Prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, including a pro-rated portion of the Distributors expenses attributable to each Class of shares related to implementing and operating the Distribution Plan, providing information periodically to existing shareholders, forwarding communications from the Trust to shareholders, responding to inquiries from shareholders regarding their investment in the Fund, other services qualifying under applicable rules of the Financial Industry Regulatory Authority, Inc., administrative services such as transfer agent and sub-transfer agent services for shareholders, aggregating and processing purchase and redemption orders for Fund shares, preparing statements for
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shareholders, processing dividend payments, providing sub-accounting services, receiving, tabulating and transmitting proxies executed by shareholders, and other personal services in connection with shareholder accounts. The Funds Investment Advisor is responsible for paying the Distributor for any unreimbursed distribution expenses.
Broker-dealers or others may not be eligible to receive payments under the Distribution Plan for Class C shares until after the twelfth month following a shareholder purchase in the Class C shares of a particular Fund.
Because the fees under the Distribution Plans are paid out of a Funds assets attributable to the Class C shares and Investor Class shares on an ongoing basis, over time these fees will increase the cost of your investment in Class C or Investor Class shares and may cost you more than paying other types of sales charges.
Administration of the Distribution Plans is governed by Rule 12b-1 under the 1940 Act, which includes requirements that the Board of Trustees receive and review, at least quarterly, reports concerning the nature and qualification of services and expenses that are paid for or reimbursed. Continuance of each Distribution Plan is subject to annual approval by a vote of the Board of Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect interest in the Distribution Plan or related arrangements (these Trustees are known as Independent Trustees), cast in person at a meeting called for that purpose. All material amendments to the Distribution Plan must be likewise approved by separate votes of the Trustees and the Independent Trustees. A Distribution Plan may not be amended in order to increase materially the costs which the Fund bears for distribution pursuant to the Distribution Plan without also being approved by a majority of the outstanding voting securities of a Fund. Any agreement pursuant to a Distribution Plan terminates automatically in the event of its assignment, and a Distribution Plan and any agreement pursuant to a Distribution Plan may be terminated without penalty, at any time, by a vote of the majority of (i) the outstanding voting securities of the relevant Class, or (ii) the Independent Trustees.
For purposes of paying for record-keeping and administrative services under the Distribution Plans, the Distributor and financial intermediaries normally calculate payment on the basis of an average running balance over a quarter. For administrative reasons, the Distributor may enter into agreements with certain financial intermediaries providing for a different method of calculating average net asset value during the quarter.
The Distributor may suspend or modify any of the Distribution Plans at any time. Payments are subject to the continuation of the Distribution Plans described above and the terms of service agreements between dealers and the Distributor.
The Fund participate from time to time in joint distribution activities. Fees paid under a Distribution Plan may be used to finance the distribution of one or more of the Forward Funds, and the expenses will be allocated on the relative net asset size of the Funds.
Shareholder Services Plan
The Fund also has a shareholder services plan, which is separate from the Distribution Plan described above, currently in effect with respect to the Class C, Investor Class and Institutional Class shares of the Fund (the Shareholder Services Plan). The Trust intends to operate the Shareholder Services Plan in accordance with its terms. Under the Shareholder Services Plan, the Fund is authorized to pay to banks, brokers, dealers, administrators and other financial intermediaries or third party service providers a payment each month in connection with services provided to shareholders. Payments under the Shareholder Services Plan are calculated daily and paid monthly at an annual rate not to exceed 0.25% of the average daily net assets of the Fund attributable to Class C shares, 0.15% of the average daily net assets of the Fund attributable to Investor Class shares and .05% of the average daily net assets of the Fund attributable to Institutional Class shares.
Under the Shareholder Services Plan, ongoing payments may be made to participating organizations for services including, but not limited to, providing information periodically to existing shareholders, forwarding communications from the Trust to shareholders, responding to inquiries from shareholders regarding their investment in the Fund, other services qualifying under applicable rules of the Financial Industry Regulatory Authority, Inc., administrative services such as transfer agent and sub-transfer agent services for shareholders, aggregating and processing purchase and redemption orders for Fund shares, preparing statements for shareholders, processing dividend payments, providing sub-accounting services, receiving, tabulating and transmitting proxies executed by shareholders, and other personal services provided in connection with shareholder accounts. Because fees under the Shareholder Services Plan are paid out of the Funds assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
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In the event the Shareholder Services Plan is terminated with respect to a Fund or Class of shares thereof in accordance with its terms, the obligations of the Fund to make payments pursuant to the Shareholder Services Plan with respect to the applicable Class of shares will cease and the Fund will not be required to make any payments for expenses incurred after the date the Shareholder Services Plan terminates. Payments may be made under the Shareholder Services Plan without regard to actual shareholder servicing expenses incurred by a recipient.
The Shareholder Services Plan has been approved by the Trusts Board of Trustees, including by the Independent Trustees. The Shareholder Services Plan must be renewed annually by the Board of Trustees, including a majority of the Independent Trustees, by a vote cast in person at a meeting called for that purpose. The Shareholder Services Plan may be terminated as to a particular Class of shares at any time, without any penalty, by such Trustees on 60 days written notice.
Any change in the Shareholder Services Plan of the Fund that would amend the Shareholder Services Plan or materially increase the expenses paid by the Fund requires approval by the Board of Trustees of the Funds, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the Shareholder Services Plan or in any agreements related to it, by a vote cast in-person.
Amounts paid under the Shareholder Services Plan are reported to the Board of Trustees at least quarterly, and the Board is furnished with such other information as may reasonably be requested in connection with the payments made under the Shareholder Services Plan in order to enable the Board to make an informed determination of whether the Shareholder Services Plan should be continued.
For purposes of paying for record-keeping and administrative services under the Shareholder Services Plan, the Distributor and financial intermediaries normally calculate payment on the basis of an average running balance of the net assets attributable to each class over a quarter. For administrative reasons, the Distributor may enter into agreements with certain financial intermediaries providing for a different method of calculating average net asset value during the quarter.
Additional Payments to Intermediaries
Additional payments to intermediaries, which are sometimes referred to as revenue sharing, may represent a premium over payments made by other fund families, and investment professionals may have an added incentive to sell or recommend a Fund or a share class over others offered by competing fund families. The term intermediary includes any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator, third-party administrator, insurance company and/or any other institutions having a selling, administration or any similar arrangement with Forward Management or its affiliates. An intermediary may receive payments from various sources such as Rule 12b-1 fees or administrative fees payable by the Fund, or Forward Management or its affiliates out of their own assets.
Additional payments will be made by Forward Management or its affiliates out of their own assets and not out of the assets of the Fund. Such additional payments are not reflected in and do not change the expenses paid by investors for the purchase of shares of a Fund as set forth in the Fund Fees and Expenses tables in the prospectuses. The Fund, Forward Management and the Sub-Advisor do not consider an intermediarys sales of Fund shares as a factor when choosing brokers or dealers to effect transactions for the Fund.
In addition to payments made to intermediaries under the Funds Shareholder Distribution and Shareholder Service Plans, Forward Management or its affiliates out of their own assets may make payments to intermediaries that distribute and/or provide services to Fund shareholders. Additional payments are generally based on the average net assets of the Fund attributable to a particular intermediary, assets held over a certain time period by a certain intermediary, and/or sales of Fund shares through a particular intermediary.
Additional payments may be used for various purposes and take various forms, including but not limited to:
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providing shareholder recordkeeping, processing, accounting and/or other administrative or distribution services; |
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payments for placement of the Fund on an intermediarys list of mutual funds available for purchase by its customers or for including the Fund within a group that receives special marketing focus or are placed on a preferred list; |
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due diligence payments for an intermediarys examination of the Fund and payments for providing extra employee training and information relating to the Fund; |
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marketing support fees for providing assistance in promoting the sale of Fund shares; |
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provision of educational programs, including information and related support materials; |
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hardware and software; and |
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occasional meals and entertainment, tickets to sporting events, nominal gifts and travel and lodging (subject to the applicable rules and regulations of the Financial Industry Regulatory Authority, Inc.). |
As of January 1, 2009, Forward Management or its affiliates have entered into ongoing contractual arrangements to make additional payments to certain intermediaries. For more information about these payments, please consult your financial intermediary.
Custody Fee Offset Agreement
The Investment Advisor has entered into a Custody Fee Offset Agreement (Agreement) with Brown Brothers Harriman & Co. (BBH), the Funds custodian, for the benefit of the Fund. Pursuant to the Agreement, the Investment Advisor and Sub-Advisors may allocate brokerage transactions to BBH, and BBH will offset the commissions paid by the Fund for electronic orders against the custody-related fees for that Fund in a predetermined ratio. The Fund may benefit from the commission offset because credits generated will be used to offset the Funds custody expenses.
As discussed above, in placing orders for portfolio transactions for the Fund, the Investment Advisor and Sub-Advisor are generally required to give primary consideration to obtaining the most favorable price and execution available. Accordingly, the Investment Advisor and Sub-Advisor will execute transactions through BBH under the Agreement only if the Investment Advisor or Sub-Advisor believes the Fund can obtain best execution. If the Investment Advisor does not believe the Fund can obtain best execution from BBH, there is no obligation to execute transactions through BBH. The Agreement is not intended to promote the distribution of Fund shares.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of the Fund is a fundamental policy and may not be changed without a vote of the holders of a majority of the outstanding shares of the relevant Fund. Non-fundamental policies of the Fund may be changed by the Trusts Board of Trustees without a vote of the holders of a majority of the outstanding shares of a Fund. Any policy not specifically identified as fundamental is a non-fundamental policy of the Fund. There can be no assurance that the investment objective of the Fund will be achieved.
Fundamental Policies
The following restrictions are fundamental policies of the Fund that may not be changed without the approval of the holders of a majority of the Funds outstanding voting securities. A majority of a Funds outstanding voting securities means the lesser of (a) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. If a percentage restriction on investment or use of assets set forth below is adhered to at the time a transaction is effected, later changes will not be considered a violation of the restriction, except that a Fund will take reasonably practicable steps to attempt to continuously monitor and comply with its liquidity standards. Also, if a Fund receives subscription rights to purchase securities of an issuer whose securities the Fund holds, and if the Fund exercises such subscription rights at a time when the Funds portfolio holdings of securities of that issuer would otherwise exceed a limit, it will not constitute a violation if, prior to the receipt of the securities from the exercise of such rights, and after announcement of such rights, the Fund sells at least as many securities of the same class and value as it would receive on exercise of such rights.
As a matter of fundamental policy, the Forward Tactical Growth Fund may not:
1. |
Issue senior securities or borrow money, except to the extent permitted by the 1940 Act. For purposes of this restriction, the entering into of options, short sales, futures, forwards and other investment techniques or derivatives contracts, and collateral and margin arrangements with respect to such transactions, are not deemed to include the borrowing or the issuance of senior securities provided such transactions are covered in accordance with applicable regulatory guidance. |
2. |
Underwrite the securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter. |
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3. |
Invest more than 25% of the total value of its assets in a particular industry. For purposes of this restriction, other investment companies are not considered to be an industry. |
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Purchase or sell commodities or commodity contracts, except that the Fund may engage in futures, options, and other derivative transactions with respect to securities, futures, indexes, currencies, interest rates, and other financial instruments, as described in the Prospectus or SAI. |
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Purchase real estate (other than securities secured by real estate or interests therein or securities issued by companies that invest in real estate or interests therein). |
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Make loans, except to the extent permitted by the 1940 Act. Without limitation of the previous sentence, the Fund may (a) purchase and hold debt instruments (including bonds, debentures or other obligations and certificates of deposit, bankers acceptances and fixed-time deposits) in accordance with its investment objective and policies, (b) invest in loans through participations and assignments, (c) enter into repurchase agreements with respect to portfolio securities, and (d) make loans of portfolio securities, as described in the Prospectus or SAI. |
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With respect to 75% of its total assets, (1) purchase a security if, as a result, more than 5% of the Funds total assets immediately after and as the result of such purchases would be invested in the securities of any one issuer; or (2) purchase more than 10% of the outstanding voting securities of a single issuer. These limitations do not apply to U.S. Government securities or to securities of other investment companies. Changes in the market value of the Funds assets after the time of purchase do not affect this calculation. |
Other Investment Policies
In addition to the fundamental investment restrictions listed above, the Fund has also adopted the following non-fundamental investment policies. These policies may be changed by the Funds Board of Trustees without shareholder approval.
The Fund:
1. |
Will not invest in securities of other registered investment companies in reliance on subparagraphs (F) or (G) of Section 12 of the 1940 Act. Under the 1940 Act, absent specific exemptive relief, a Fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more than 5% of its total assets in securities of any one investment company, and (iii) invest more than 10% of its total assets in securities of all investment companies. Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETFs shares beyond the statutory limitations discussed above, subject to certain conditions. The Fund may rely on these exemptive orders to invest in unaffiliated ETFs. |
ADDITIONAL INVESTMENT TECHNIQUES AND RISKS
Additional information concerning investment techniques and risks associated with the Funds investments is set forth below. Unless otherwise indicated above in Investment Restrictions or below, the following discussion pertains to the Fund. From time to time, the Fund may purchase these securities or enter into these strategies to an extent that is more than incidental. Certain of the Fund may be restricted or prohibited from using certain of the investment techniques described below, as indicated under the heading Investment Restrictions.
Securities Issued by Other Investment Companies
The Fund may invest in securities of other investment companies, including Exchange-Traded Funds (ETFs) and investment companies which may not be registered under the 1940 Act, such as holding company depository receipts (HOLDRs). By investing in another investment company, a Fund is exposed to the risks of the underlying investment company in which it invests in proportion to the amount of assets the Fund allocates to the underlying investment company. In addition, a Funds investment in other investment companies is limited by the 1940 Act, and will involve the indirect payment of a portion of the expenses, including advisory fees, of such other investment companies.
Generally, a Fund will not purchase securities of another investment company if, as a result: (i) more than 10% of the Funds total assets would be invested in securities of other investment companies, (ii) such purchase would result in more than 3% of the total outstanding voting securities of any such investment company being held by the Fund, or (iii) more than 5% of the
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Funds total assets would be invested in any one such investment company. Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETFs shares beyond the above statutory limitations, subject to certain conditions and pursuant to a contractual arrangement between the particular ETF and the investing fund. The Fund may rely on these exemptive orders to invest in unaffiliated ETFs.
ETFs
The Fund may invest in shares of ETFs. Each share represents an undivided ownership interest in the portfolio of stocks held by an ETF. ETFs are open-end investment companies that acquire and hold either:
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shares of all of the companies that are represented by a particular index in the same proportion that is represented in the index itself; or |
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shares of a sampling of the companies that are represented by a particular index in a proportion meant to track the performance of the entire index. |
ETFs are intended to provide investment results that, before expenses, generally correspond to the price and yield performance of the corresponding market index, and the value of their shares should, under normal circumstances, closely track the value of the indexs underlying component stocks. ETFs generally do not buy or sell securities, except to the extent necessary to conform their portfolios to the corresponding index. Because an ETF has operating expenses and transaction costs, while a market index does not, ETFs that track particular indices typically will be unable to match the performance of the index exactly.
ETFs generally do not sell or redeem their shares for cash, and most investors do not purchase or redeem shares directly from an ETF at all. Instead, the ETF issues and redeems its shares in large blocks (typically 50,000 of its shares) called creation units. Creation units are issued to anyone who deposits a specified portfolio of the ETFs underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit, and creation units are redeemed in kind for a portfolio of the underlying securities (based on the ETFs net asset value (NAV)) together with a cash payment generally equal to accumulated dividends as of the date of redemption. Most ETF investors, however, purchase and sell ETF shares in the secondary trading market on a securities exchange, in lots of any size, at any time during the trading day. ETF investors generally must pay a brokerage fee for each purchase or sale of ETF shares, including purchases made to reinvest dividends.
Because ETF shares are created from the stocks of an underlying portfolio and can be redeemed into the stocks of an underlying portfolio on any day, arbitrage traders may move to profit from any price discrepancies between the shares and the ETFs portfolio, which in turn helps to close the price gap between the two. Of course, because of the forces of supply and demand and other market factors, there may be times when an ETF share trades at a premium or discount to its NAV.
In connection with its investment in ETF shares, the Fund will incur various costs. The Fund may also realize capital gains when ETF shares are sold, and the purchase and sale of the ETF shares may include a brokerage commission that may result in costs. In addition, the Fund is subject to other fees as an investor in ETFs. Generally, those fees include, but are not limited to, Trustees fees, operating expenses, licensing fees, registration fees and marketing expenses, each of which will be reflected in the NAV of ETFs and therefore the shares representing a beneficial interest therein.
Aggressive ETF Investment Technique Risk . ETFs may use investment techniques and financial instruments that could be considered aggressive, including the use of futures contracts, options on futures contracts, securities and indices, forward contracts, swap agreements and similar instruments. An ETFs investment in financial instruments may involve a small investment relative to the amount of investment exposure assumed and may result in losses exceeding the amounts invested in those instruments. Such instruments, particularly when used to create leverage, may expose the ETF to potentially dramatic changes (losses or gains) in the value of the instruments and imperfect correlation between the value of the instruments and the relevant security or index. The use of aggressive investment techniques also exposes an ETF to risks different from, or possibly greater than, the risks associated with investing directly in securities contained in an index underlying the ETFs benchmark.
Inverse Correlation ETF Risk . ETFs benchmarked to an inverse multiple of an index should lose value as the index or security underlying such ETFs benchmark is increasing (gaining value) a result that is the opposite from traditional mutual funds.
Leveraged ETF Risk . Leverage offers a means of magnifying market movements into larger changes in an investments value and provides greater investment exposure than an unleveraged investment. While only certain ETFs employ leverage, many may use leveraged investment techniques for investment purposes. The ETFs that employ leverage will normally lose more money in adverse market environments than ETFs that do not employ leverage.
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HOLDRs
Unlike ETFs, HOLDRs can only be bought and sold in 100-share increments. HOLDRs do not have creation units like ETFs, but investors may exchange 100 shares of a HOLDR for its underlying stocks at any time. Existing HOLDRs focus on narrow industry groups. Each initially owns 20 stocks, but they are unmanaged, and so can become more concentrated due to mergers, or the disparate performance of their holdings. HOLDR shareholders are subject to the same risks entailed in direct stock ownership. Because the value of HOLDRs is directly related to the value of the underlying securities, the Fund could lose a substantial part of its original investment in HOLDRs. HOLDRs are subject to market risk; underlying stock risk; sector risk; trading risk; lack of management. Investors in HOLDRs cannot expect to benefit from the involvement of an active portfolio manager who seeks out opportunities and avoids risk in a sector. The underlying stocks in HOLDRs were selected without regard for their value, price performance, volatility or investment merit. The composition of a HOLDR doesnt change after issue, except in special cases like corporate mergers, acquisitions or other specified Reconstitution Events. As a result, stocks selected for those HOLDRs with a sector focus may not remain the largest and most liquid in their industry. They may even leave the industry altogether. If this happens, HOLDRs in which the Fund invested may not provide the same targeted exposure to the industry that was initially expected.
Equity Securities
The Fund may invest in equity securities. Equity securities consist of exchange-traded, over-the-counter (OTC) and unlisted common and preferred stocks, warrants, rights, convertible debt securities, trust certificates, limited partnership interests and equity participations. The value of the Funds equity investments may change in response to stock market movements, information or financial results regarding the issuer, general market conditions, general economic and/or political conditions, and other factors.
U.S. Government Obligations
Obligations of certain agencies and instrumentalities of the U.S. government, such as the GNMA, are supported by the full faith and credit of the U.S. Treasury; others, such as those of the FNMA, are supported by the right of the issuer to borrow from the Treasury; others, such as those of the Student Loan Marketing Association, are supported by the discretionary authority of the U.S. government to purchase the agencys obligations; still others, such as those of the Federal Farm Credit Banks or the FHLMC, are supported only by the credit of the instrumentality. No assurance can be given that the U.S. government would provide financial support to U.S. government-sponsored agencies or instrumentalities if it is not obligated to do so by law.
Regarding certain federal agency securities or government-sponsored entity securities (such as debt securities or mortgage-backed securities issued by Freddie Mac, Fannie Mae, Federal Home Loan Banks, and other government-sponsored entities), you should be aware that although the issuer may be chartered or sponsored by Acts of Congress, the issuer is not funded by Congressional appropriations, and its securities are neither guaranteed nor issued by the United States Treasury.
On September 6, 2008, the Federal Housing Finance Agency (FHFA) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.
On September 7, 2008, the U.S. Treasury announced three additional steps taken by it in connection with the conservatorship. First, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC pursuant to which the U.S. Treasury will purchase up to an aggregate of $100 billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise. This agreement contains various covenants that severely limit each enterprises operations. In exchange for entering into these agreements, the U.S. Treasury received $1 billion of each enterprises senior preferred stock and warrants to purchase 79.9% of each enterprises common stock. Second, the U.S. Treasury announced the creation of a new secured lending facility which is available to each of FNMA and FHLMC as a liquidity backstop. Third, the U.S. Treasury announced the creation of a temporary program to purchase mortgage-backed securities issued by each of FNMA and FHLMC. Both the liquidity backstop and the mortgage-backed securities purchase program are scheduled to expire in December 2009.
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FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The liquidity backstop and the Senior Preferred Stock Purchase Agreement are both intended to enhance each of FNMAs and FHLMCs ability to meet its obligations.
Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFAs appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMAs or FHLMCs affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver.
FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMAs or FHLMCs assets available therefor.
In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent. The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.
Master Limited Partnerships
The Fund may invest in master limited partnerships (MLPs), which are limited partnerships in which ownership units are publicly traded. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in an MLP) are not involved in the day-to-day management of the partnership.
Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may exist among unit holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.
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Derivative Instruments
The Fund may purchase and write call and put options on securities, securities indexes and foreign currencies, and enter into futures contracts and use options on futures contracts as further described below. The Fund may also enter into swap agreements with respect to foreign currencies, interest rates and securities indexes. The Fund may use these techniques to hedge against changes in interest rates, foreign currency exchange rates or securities prices or to attempt to achieve investment returns as part of its overall investment strategies. The Fund may also purchase and sell options relating to foreign currencies for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Fund will maintain a segregated account consisting of assets determined to be liquid by its Advisor in accordance with procedures established by the Board of Trustees (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under options, futures and swaps to avoid leveraging the portfolio of the Fund as described below.
The Fund considers derivative instruments to consist of securities or other instruments whose value is derived from or related to the value of some other instrument or asset, and not to include those securities whose payment of principal and/or interest depends upon cash flows from underlying assets, such as mortgage-related or asset-backed securities. The value of some derivative instruments in which the Fund invests may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of the Fund, the ability of the Fund to successfully utilize these instruments may depend in part upon the ability of its Advisor to correctly forecast interest rates and other economic factors. If a Advisor incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, a Fund could be exposed to the risk of loss. The Fund might not employ any of the strategies described above, and no assurance can be given that any strategy used will succeed. A decision as to whether, when and how to utilize derivative instruments involves the exercise of skill and judgment, and even a well-conceived derivatives strategy may be unsuccessful. The use of derivative instruments involves brokerage fees and/or other transaction costs, which will be borne by the Fund.
Swap Agreements
The Fund may enter into interest rate, index, equity, currency exchange rate, total return and credit default swap agreements as well as purchase and sell options to enter into such swap agreements, for hedging and non-hedging purposes. These transactions would be entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to the Fund than if the Fund had invested directly in the asset that yielded the desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index.
Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or cap; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or floor; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. Credit default swaps are a type of swap agreement in which the protection buyer is generally obligated to pay the protection seller an upfront and/or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by the Fund. If a credit event occurs, the seller generally must pay the buyer the par value (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. The Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, the Fund generally receives an upfront payment and/or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. Credit default swap agreements involve greater risks than if a Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. The Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness.
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The Fund may enter into total return swap agreements. Total return swap agreements are contracts in which one party agrees to make periodic payments based on the change in market value of underlying assets, which may include a specified security, basket of securities, defined portfolios of bonds, loans and mortgages, or securities indexes during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market. Total return swap agreements may effectively add leverage to a Funds portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. Total return swaps are a mechanism for the user to accept the economic benefits of asset ownership without utilizing the balance sheet. The other leg of the swap, usually LIBOR, is spread to reflect the non-balance sheet nature of the product. Total return swaps can be designed with any underlying asset agreed between two parties. Typically no notional amounts are exchanged with total return swaps. Total return swap agreements entail the risk that a party will default on its payment obligations to a Fund thereunder. Swap agreements also entail the risk that the Fund will not be able to meet its obligation to the counterparty. Generally, the Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments).
Most swap agreements entered into by the Fund calculate the obligations of the parties to the agreement on a net basis. Consequently, the Funds current obligations (or rights) under a swap agreement will generally be equal only to the net present value of amounts to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Funds current obligations under a swap agreement will be accrued daily (offset against amounts owed to the Fund), and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of assets determined to be liquid by the Investment Advisor in accordance with procedures established by the Board of Trustees, to limit any potential leveraging of the Funds portfolio.
Obligations under swap agreements so covered will not be construed to be senior securities for purposes of the Funds investment restriction concerning senior securities. The Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Funds assets.
Whether the Funds use of swap agreements will be successful in furthering its investment objective will depend on the Investment Advisor ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid investments. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Fund will enter into swap agreements only with counterparties that meet certain standards for creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Funds repurchase agreement guidelines). Certain restrictions imposed on the Fund by the Internal Revenue Code of 1986, as amended (the Code), may limit a Funds ability to use swap agreements. The swap market is a relatively new market and is largely unregulated. It is possible that developments in the swap market, including potential government regulation, could adversely affect the Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Options on Securities, Securities Indexes, Futures Contracts, Swap Contracts and Swap Indexes
The Fund may write covered put and call options and purchase put and call options on securities, securities indexes and futures contracts that are traded on U.S. and foreign exchanges and over-the-counter, as well as options on swaps as defined above (see Swap Agreements) and swap indexes for hedging and non-hedging purposes. The Fund may also purchase or write options in combination with each other (simultaneously writing call options and purchasing put options) to adjust risk and return of its overall investment positions. For example, the Fund may purchase a put option and write a call option on the same underlying instrument, in order to synthesize a position similar to that which would be achieved by selling a futures contract.
An option on a security, futures contract or swap contract is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy a specified security, futures contract or swap contract (in the case of a call option) or to sell a specified security, futures contract or swap contract (in the case of a put option) from or to the writer of the option at a designated price during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Upon exercise, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. An index is designed to reflect specified facets of a particular financial or securities market, a specific group of financial instruments or securities, or certain economic indicators. An option on an index gives the purchaser of the option, in return for the premium paid, the right
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to receive from the seller cash equal to the difference between the closing price of the index and the exercise price of the option. One purpose of purchasing put options is to protect holdings in an underlying or related security or swap contract against a substantial decline in market value. One purpose of purchasing call options is to protect against substantial increases in prices of securities or swap contracts.
The Fund may write a call or put option only if the option is covered. A call option on a security, index, futures contract, swap contract or swap index written by the Fund is covered if the Fund owns the underlying security, index, futures contract, swap contract or swap index covered by the call or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities held in its portfolio, or otherwise segregates liquid assets in an amount equal to the value of the underlying instrument on a daily, marked-to-market basis. A call option on a security, index, futures contract, swap contract or swap index is also covered if the Fund holds a call on the same security, index, futures contract, swap contract or swap index and in the same principal amount as the call written where the exercise price of the call held (a) is equal to or less than the exercise price of the call written or (b) is greater than the exercise price of the call written if the difference is maintained by the Fund in cash or high-grade U.S. government securities in a segregated account with its custodian. Index options and sector/industry based ETF options will be considered covered if the Fund holds a portfolio of securities substantially correlated with the movement of the index (or, to the extent it does not hold such a portfolio, segregates liquid assets in an amount equal to the value of the option on a daily, marked-to-market basis). A put option on a security, index, futures contract, swap contract or swap index written by the Fund is covered if the Fund is short a portfolio of securities substantially correlated with the movement of the index or if the Fund maintains liquid assets with a value equal to the exercise price in a segregated account with its custodian, or else holds a put on the same security, index, futures contract, swap contract or swap index and in the same principal amount as the put written where the exercise price of the put held is equal to or greater than the exercise price of the put written.
The Fund may write covered straddles consisting of a combination of a call and a put written on the same underlying security, index, futures contract, swap contract or swap index. A straddle will be covered when sufficient assets are deposited to meet the Funds immediate obligations. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
The Fund will receive a premium from writing a put or call option, which increases gross income in the event the option expires unexercised or is closed out at a profit. If the value of a security, index, futures contract, swap contract or swap index on which the Fund has written a call option falls or remains the same, the Fund will realize a profit in the form of the premium received (less transaction costs) that could offset all or a portion of any decline in the value of the portfolio securities being hedged. If the value of the underlying security, index, futures contract, swap contract or swap index rises, however, the Fund will realize a loss in its call option position, which will reduce the benefit of any unrealized appreciation in its investments. By writing a put option, the Fund assumes the risk of a decline in the underlying security, index, futures contract, swap contract or swap index. To the extent that the price changes of the portfolio securities being hedged correlate with changes in the value of the underlying security, index, futures contract, swap contract or swap index, writing covered put options will increase the Funds losses in the event of a market decline, although such losses will be offset in part by the premium received for writing the option.
The Fund may also purchase put options to hedge its investments against a decline in value. By purchasing a put option, a Fund will seek to offset a decline in value of the portfolio investments being hedged through appreciation of the put option. If the value of a Funds investments does not decline as anticipated, or if the value of the option does not increase, the Funds loss will be limited to the premium paid for the option plus related transaction costs. The success of this strategy will depend, in part, on the accuracy of the correlation between the changes in value of the underlying security, index, futures contract, swap contract or swap index and the changes in value of the Funds investment holdings being hedged.
The Fund may purchase call options on individual securities or futures or swap contracts to hedge against an increase in the price of securities or futures or swap contracts that it anticipates purchasing in the future. Similarly, the Fund may purchase call options on a securities or swap index to attempt to reduce the risk of missing a broad market advance, or an advance in an industry or market segment, at a time when the Fund holds uninvested cash or short-term debt securities awaiting reinvestment. When purchasing call options, the Fund will bear the risk of losing all or a portion of the premium paid if the value of the underlying security, index, futures contract, swap contract or swap index does not rise.
The purchase and writing of options involves certain risks. During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its
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obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.
There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Trading could be interrupted, for example, because of supply and demand imbalances arising from a lack of either buyers or sellers, or the options exchange could suspend trading after the price has risen or fallen more than the maximum specified by the exchange. Although the Fund may be able to offset to some extent any adverse effects of being unable to liquidate an option position, it may experience losses in some cases as a result of such inability. The value of over-the-counter options purchased by the Fund, as well as the cover for options written by the Fund, are considered not readily marketable and are subject to the Trusts limitation on investments in securities that are not readily marketable.
There are several risks associated with transactions in options on securities, futures or swaps index. For example, there are significant differences between the securities, futures or swaps markets and the options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. If the Fund were unable to close out an option that it had purchased on a securities, futures or swaps index, it would have to exercise the option in order to realize any profit or the option may expire worthless. If trading were suspended in an option purchased by the Fund, it would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Funds securities during the period the option was outstanding.
Additional information on options on futures contracts is discussed below.
Futures Contracts and Options on Futures Contracts
The Fund may invest in interest rate, credit linked, debt obligation, stock index and foreign currency futures contracts and options thereon for hedging or non-hedging purposes. A futures contract provides for the future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, physical delivery of these securities is not always made. A public market exists in futures contracts covering a number of indexes as well as financial instruments, including without limitation: U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates,; three-month U.S. Treasury bills; 90-day commercial paper; bank certificates of deposit; Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar; the British pound; the Japanese yen; the Swiss franc; the Mexican peso; and certain multinational currencies, such as the euro. It is expected that other futures contracts will be developed and traded in the future.
The Fund may purchase and write call and put futures options. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or a short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.
The Fund may enter into futures contracts and futures options that are standardized and traded on a U.S. or other exchange, board of trade, or similar entity, or quoted on an automated quotation system, and the Fund may also enter into OTC options on futures contracts.
Futures transactions may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the portfolio securities being hedged. An incorrect correlation could result in a loss on both the hedged securities in the Fund and the hedging vehicle so that the
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portfolio return might have been greater had hedging not been attempted. There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a futures contract or a futures option position. Most futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single day; once the daily limit has been reached on a particular contract, no trades may be made that day at a price beyond that limit. In addition, certain of these instruments are relatively new and without a significant trading history. As a result, there is no assurance that an active secondary market will develop or continue to exist. Lack of a liquid market for any reason may prevent a Fund from liquidating an unfavorable position, and the Fund would remain obligated to meet margin requirements until the position is closed.
The Fund may write covered straddles consisting of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited to meet a Funds immediate obligations. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
The Fund will only enter into futures contracts or futures options which are standardized and traded on a U.S. or foreign exchange or board of trade, or similar entity, or quoted on an automated quotation system, or where quoted prices are generally available in the over-the-counter market. Pursuant to applicable regulatory exemptions, the Fund and the Investment Advisor are not deemed to be a commodity pool or commodity pool operator under the Commodity Exchange Act and are not subject to registration or regulation as such under the Commodity Exchange Act.
When a purchase or sale of a futures contract is made by the Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets (initial margin). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to a Fund upon termination of the contract, assuming all contractual obligations have been satisfied. The Fund expect to earn taxable interest income on it initial margin deposits. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called variation margin, equal to the daily change in value of the futures contract. This process is known as marking to market. Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between a Fund and the broker of the amount one would owe the other if the futures contract expired.
The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of the underlying securities, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (involving the same exchange, underlying security or index, and delivery month). If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transactions costs must also be included in these calculations.
With respect to forwards and futures contracts that are not contractually required to cash-settle, the Fund must cover its open positions by segregating liquid assets equal to the contracts full, notional value. With respect to forwards and futures that are contractually required to cash-settle, however, the Fund is permitted to segregate liquid assets in an amount equal to the Funds daily marked-to-market (net) obligation (i.e., the Funds daily net liability, if any) rather than the notional value. By setting aside assets equal to only its net obligation under cash-settled forward or futures, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full notional value of such contracts. Options on futures and forward contracts will be covered in the manner set forth above under Options on Securities, Securities Indexes and Futures.
The Funds ability to reduce or eliminate its futures and related options positions will depend upon the liquidity of the secondary markets for such futures and options. The Fund intends to purchase or sell futures and related options only where there appears to be an active secondary market, but there is no assurance that a liquid secondary market will exist for any particular contract or at any particular time. Use of futures and options on futures for hedging may involve risks because of imperfect correlations between movements in the prices of the futures or options on futures and movements in the prices of the securities being hedged. Successful use of futures and related options by the Fund for hedging purposes also depends upon the Investment Advisors ability to predict correctly movements in the direction of the market, as to which no assurance can be given.
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Illiquid Securities
The Fund may invest in illiquid or restricted securities if the Investment Advisor believes that they present an attractive investment opportunity. The Fund may not invest more than 15% of its net assets in illiquid or restricted securities. Generally, a security is considered illiquid if it cannot be disposed of in the ordinary course of business within seven days at approximately the price at which the Fund has valued the investment. Its illiquidity might prevent the sale of such a security at a time when the Investment Advisor might wish to sell, and these securities could have the effect of decreasing the overall level of the Funds liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, requiring the Fund to rely on judgments that may be somewhat subjective in determining value, which could vary from the amount that a Fund could realize upon disposition.
Illiquid securities generally include, among other things, written over-the-counter options, securities or other liquid assets being used as cover for such options, repurchase agreements with maturities in excess of seven days, certain loan participation interests, fixed-time deposits which are not subject to prepayment or provide for withdrawal penalties upon prepayment (other than overnight deposits), securities that are subject to legal or contractual restrictions on resale and other securities whose disposition is restricted under the federal securities laws (other than securities issued pursuant to Rule 144A under the Securities Act of 1933, as amended (the 1933 Act) and certain commercial paper that a Sub-Advisor has determined to be liquid under procedures approved by the Board of Trustees).
The Funds investments may include privately placed securities, which are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered under the federal securities laws. Although certain of these securities may be readily sold, for example, under Rule 144A, others may be illiquid, and their sale may involve substantial delays and additional costs.
Restricted securities, including placements, are subject to legal or contractual restrictions on resale. They can be eligible for purchase without SEC registration by certain institutional investors known as qualified institutional buyers, and under the Funds procedures, restricted securities may be treated as liquid. However, some restricted securities may be illiquid and restricted securities that are treated as liquid could be less liquid than registered securities traded on established secondary markets.
Short Sales
The Fund may make short sales of securities as part of its overall portfolio management strategies and to offset potential declines in long positions in similar securities. A short sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline.
When the Fund makes a short sale (other than a short sale against the box), it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any accrued interest and dividends on such borrowed securities.
If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
To the extent that the Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales against the box) will maintain additional asset coverage in the form of segregated assets determined to be liquid by the Funds Investment Advisor or Sub-Advisor in accordance with procedures established by the Board of Trustees.
A short sale is against the box to the extent that the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. The Fund may engage in short selling to the extent permitted by the 1940 Act and rules and interpretations thereunder.
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Lending of Portfolio Securities
In order to generate additional income, the Fund from time to time may lend portfolio securities to broker-dealers, banks or institutional borrowers of securities. The lending Fund must receive 102% collateral in the form of cash or U.S. government securities to cover any loans. This collateral must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the lending Fund. During the time portfolio securities are on loan, the borrower pays the lending Fund any dividends or interest paid on such securities. Loans are subject to termination by the lending Fund or the borrower at any time. While the lending Fund does not have the right to vote securities on loan, it intends to terminate the loan and regain the right to vote if that is considered important with respect to the investment. In the event the borrower defaults on its obligation to the lending Fund, the lending Fund could experience delays in recovering its securities and possible capital losses.
Debt Securities
A Fund may invest in debt securities that are investment grade (rated BBB and above by S&P or Baa and above by Moodys). Such debt securities may include preferred stocks, investment-grade corporate bonds, debentures and notes and other similar corporate debt instruments, municipal bonds, and high-quality short-term debt securities. Debt securities may be acquired with warrants attached. Corporate income-producing securities may also include forms of preferred or preference stock.
Rating agencies may periodically change the rating assigned to a particular security. If a debt security satisfies a Funds minimum rating requirement (rated at or above BBB by S&P, or Baa by Moodys, or, if unrated, such security is of at least equivalent investment quality as determined by the Investment Advisor or Sub-Advisors) when purchased, a subsequent downgrade does not require the sale of the security, but the Investment Advisor and Sub-Advisors will consider which action is in the best interest of a Fund and its shareholders, including the sale of the security.
The market value of debt securities generally varies in response to changes in interest rates and the financial condition of each issuer. During periods of declining interest rates, the value of debt securities generally increases. Conversely, during periods of rising interest rates, the value of such securities generally declines. These changes in market value will be reflected in the Funds net asset value. The rate of interest on a corporate debt security may be fixed, floating or variable, and may vary inversely with respect to a reference rate. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies.
Bonds that are rated Baa by Moodys are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Bonds rated BBB by S&P are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories.
Borrowing
The Fund may borrow up to 15% of the value of its total assets from banks for temporary or emergency purposes. Under the 1940 Act, the Fund is required to maintain continuous asset coverage of 300% with respect to such borrowings and to sell (within three days) sufficient portfolio holdings to restore such coverage if it should decline to less than 300% due to market fluctuations or otherwise, even if such liquidations of the Funds holdings may be disadvantageous from an investment standpoint. The Fund may not engage in leveraging by means of borrowing which may exaggerate the effect of any increase or decrease in the value of portfolio securities or the Funds net asset values. Money borrowed will be subject to interest and other costs (which may include commitment fees and/or the cost of maintaining minimum average balances), which may or may not exceed the income received from the securities purchased with borrowed funds.
Depositary Receipts
The Fund may purchase sponsored or unsponsored American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) (collectively, Depositary Receipts). ADRs are Depositary Receipts typically issued by a U.S. bank or trust company which evidence ownership of underlying securities issued by a foreign
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corporation. EDRs and GDRs are typically issued by foreign banks or foreign trust companies, although they also may be issued by U.S. banks or trust companies, and evidence ownership of underlying securities issued by either a foreign or a U.S. corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities market and Depositary Receipts in bearer form are designed for use in securities markets outside the United States. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Depositary Receipts may be issued pursuant to sponsored or unsponsored programs. In sponsored programs, the underlying issuer has made arrangements to have its securities traded in the form of Depositary Receipts. In unsponsored programs, the underlying issuer may not be directly involved in the creation of the program. Although regulatory requirements with respect to sponsored and unsponsored programs are generally similar, in some cases it may be easier to obtain financial information from an underlying issuer that has participated in the creation of a sponsored program. Accordingly, there may be less information available regarding underlying issuers of securities in unsponsored programs and there may not be a correlation between such information and the market value of the Depositary Receipts. Depositary Receipts also involve the risks of other investments in foreign securities, as further discussed below in this section. For purposes of the Funds investment policies, the Funds investments in Depositary Receipts will be deemed to be investments in the underlying securities.
Investment in Foreign and Developing Markets
The Fund may purchase securities of companies domiciled in any foreign country, developed or developing. Potential investors in this Fund should consider carefully the substantial risks involved in securities of companies and governments of foreign social instability, or diplomatic developments which could affect investments in securities of issuers in foreign nations, which are in addition to the usual risks inherent in domestic investments.
There may be less publicly available information about foreign companies comparable to the reports and ratings published about U.S. companies. Most foreign companies are not generally subject to uniform accounting and financial reporting standards, and auditing practices and requirements may not be comparable to those applicable to U.S. companies. The Fund, therefore, may encounter difficulty in obtaining market quotations for purposes of valuing its portfolio and calculating its net asset value. Foreign markets have substantially less volume than the New York Stock Exchange (NYSE) and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Commission rates in foreign countries are generally subject to negotiation, as in the United States, but they are likely to be higher. Transaction costs and custodian expenses are likely to be higher in foreign markets. In many foreign countries there may be less government supervision and regulation of stock exchanges, brokers and listed companies than in the United States.
Throughout the last decade many emerging markets have experienced, and continue to experience, high rates of inflation. In certain countries, inflation has accelerated rapidly at times to hyper inflationary levels, creating a negative interest rate environment and sharply eroding the value of outstanding financial assets in those countries.
Investments in businesses domiciled in developing countries may be subject to potentially higher risks than investments in developed countries. These risks include: (i) less social, political and economic stability; (ii) the small current size of the markets for such securities and the currently low or nonexistent volume of trading, which result in a lack of liquidity and in greater price volatility; (iii) certain national policies which may restrict the Funds investment opportunities, including restrictions on investments in issuers or industries deemed sensitive to national interests; (iv) foreign taxation; (v) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property; (vi) the absence, until recently in certain Eastern European countries, of a capital market structure or market-oriented economy; and (vii) the possibility that recent favorable economic developments in Eastern Europe may be slowed or reversed by unanticipated political or social events in such countries.
The Fund will attempt to buy and sell foreign currencies on as favorable a basis as practicable. Some price spread on currency exchanges (to cover service charges) may be incurred, particularly when the Fund changes investments from one country to another or when proceeds of the sale of shares in U.S. dollars are used for the purchase of securities in foreign countries. Also, some countries may adopt policies which would prevent the Fund from transferring cash out of the country or withholding portions of interest and dividends at the source. There is the possibility of cessation of trading on national exchanges, expropriation, nationalization or confiscatory taxation, exit levies, withholding and other foreign taxes on income or other amounts, foreign exchange controls (which may include suspension of the ability to transfer currency from a given country), default in foreign government securities, political or social instability, or diplomatic developments which could affect investments in securities of issuers in foreign nations.
The Fund may buy and sell foreign currencies on a spot and forward basis to reduce the risks of adverse changes in foreign exchange rates. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be a fixed number of days from the date of the contract agreed upon by the parties, at a price set at
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the time of the contract. By entering into a forward foreign currency exchange contract, the Fund locks in the exchange rate between the currency it will deliver and the currency it will receive for the duration of the contract. As a result, the Fund reduces its exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will exchange into. The effect on the Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another. Contracts to sell foreign currency would limit any potential gain which might be realized by a Fund if the value of the hedged currency increases. The Fund may enter into these contracts for the purpose of hedging against foreign exchange risk arising from the Funds investment or anticipated investment in securities denominated in foreign currencies. The Fund also may enter into these contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are positively correlated. The Fund will segregate assets determined to be liquid by its Advisor, in accordance with procedures established by the Board of Trustees, in a segregated account to cover its obligations under forward foreign currency exchange contracts entered into for non-hedging purposes. The Fund may invest in options on foreign currencies, in foreign currency futures and options thereon, and in foreign currency exchange-related securities, such as foreign currency warrants and other instruments whose return is linked to foreign currency exchange rates.
The Fund may be affected either unfavorably or favorably by fluctuations in the relative rates of exchange between the currencies of different nations, by exchange control regulations and by indigenous economic and political developments. Some countries in which the Fund may invest may also have fixed or managed currencies that are not free-floating against the U.S. dollar. Further, certain currencies may not be internationally traded. Certain of these currencies have experienced a steady devaluation relative to the U.S. dollar. Any devaluation in the currencies in which a Funds portfolio securities are denominated may have a detrimental impact on the Fund.
Investments in foreign securities and deposits with foreign banks or foreign branches of United States banks may be subject to nationalization, expropriation, confiscatory taxation, adverse changes in investment or exchange control regulations (which may include suspension of the ability to transfer currency from a country), delays in settlement of transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other political, diplomatic and economic developments could adversely affect the Funds investments. In the event of nationalization, expropriation, or other confiscation, a Fund could lose its entire investment in a foreign security.
ReFlow
The Fund may participate in ReFlow, a program designed to provide an alternative liquidity source for mutual funds experiencing redemptions of their shares. In order to pay cash to shareholders who redeem their shares on a given day, a mutual fund typically must hold cash in its portfolio, liquidate portfolio securities, or borrow money, all of which impose certain costs on the fund. ReFlow provides participating mutual funds with another source of cash by standing ready to purchase shares from a fund equal to the amount of the funds net redemptions on a given day. ReFlow then generally redeems those shares when the fund experiences net sales. In return for this service, the Fund will pay a fee to ReFlow at a rate determined by a daily auction with other participating mutual funds. The costs to a Fund for participating in ReFlow are expected to be influenced by and comparable to the cost of other sources of liquidity, such as the Funds short-term lending arrangements or the costs of selling portfolio securities to meet redemptions. ReFlow will be prohibited from acquiring more than 3% of the outstanding voting securities of any Fund.
ReFlow Management Co., LLC, the entity which facilitates the day-to-day operations of ReFlow, is under common control with Forward Management, the investment advisor to the Fund. In light of this, the Board of Trustees has adopted certain procedures to govern the Funds participation in ReFlow. Among other things, the procedures require that all decisions with respect to whether to participate in a particular auction or the terms bid in an auction will be made solely by the relevant portfolio management personnel of the Sub-Advisors or Forward Management. In addition, ReFlow Management may not provide any information to Forward Management or the Sub-Advisors with respect to the ReFlow auctions that differs in kind from that provided to any other participating funds in ReFlow. The Board will receive quarterly reports regarding the Funds usage of the program, and shall determine annually whether continued participation in the program is in the best interests of the Fund and their shareholders.
Exchange-Traded Note (ETN)
Unlike regular bonds, there are no periodic interest payments, and principal is not protected. An investor could lose some of or the entire amount invested. The price in the secondary market is determined by supply and demand, the current performance of the index, and the credit rating of the ETN issuer. At maturity, the issuer pays a return linked to the performance of the market index, such as a commodity index, to which the ETN is linked, minus the issuers annual fee.
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The Investment Advisor and Sub-Advisor are authorized to select the brokers or dealers that will execute transactions to purchase or sell investment securities for the Fund. In all purchases and sales of securities for the Fund, the primary consideration is to obtain the most favorable price and execution available. Pursuant to the Investment Management Agreement and/or Sub-Advisory Agreement, each Investment Advisor or Sub-Advisor determines which brokers are eligible to execute portfolio transactions for the Fund. Purchases and sales of securities in the over-the-counter market will generally be executed directly with a market-maker, unless in the opinion of the Investment Advisor or Sub-Advisor, a better price and execution can otherwise be obtained by using a broker for the transaction.
In placing portfolio transactions, the Investment Advisor or Sub-Advisor will use its best efforts to choose a broker capable of providing the brokerage services necessary to obtain the most favorable combination of price and execution available. The full range and quality of brokerage services available will be considered in making these determinations, such as the size of the order, the difficulty of execution, the operational facilities of the firm involved, the firms risk in positioning a block of securities and other factors such as the firms ability to engage in transactions in shares of banks and thrifts that are not listed on an organized stock exchange. Consideration may also be given to those brokers that supply research and statistical information to the Investment Advisor and/or Sub-Advisor, and provide other services in addition to execution services. The Investment Advisor and Sub-Advisor are prohibited from considering a brokers or dealers promotion or sale of Fund shares, or shares of any other registered investment company, when selecting brokers and dealers to effect the Funds portfolio securities transactions. The placement of portfolio brokerage with broker-dealers who have sold shares of the Fund is subject to rules adopted by the Securities Industry Regulatory Authority, Inc. and the Forward Funds Policies and Procedures Prohibiting the Use of Brokerage Commissions to Finance Distribution.
While it will be the Trusts general policy to seek to obtain the most favorable combination of price and execution available, in selecting a broker to execute portfolio transactions for the Fund, the Investment Advisor or Sub-Advisor may also give weight to the ability of a broker to furnish brokerage and research services to the Investment Advisor or the Sub-Advisor. In negotiating commissions with a broker, the Investment Advisor or Sub-Advisor may therefore pay a higher commission than would otherwise be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission has been determined in good faith by the Investment Advisor or Sub-Advisor to be reasonable in relation to the value of the brokerage and research services provided by such broker, which services either produce a direct benefit to the Fund or assist the Investment Advisor or Sub-Advisor in carrying out its responsibilities to the Fund or its other clients. These services may include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities.
Purchases of the Funds portfolio securities also may be made directly from issuers or from underwriters. Where possible, purchase and sale transactions will be effected through dealers that specialize in the types of securities that the Fund will be holding, unless better executions are available elsewhere. Dealers and underwriters usually act as principals for their own account. Most debt securities are purchased and sold on a principal basis with the issuer, the issuers underwriter, or with a primary market-maker acting as a principal, with no brokerage commission being paid by the Fund. However, purchases from underwriters will include a concession paid by the issuer to the underwriter and purchases from dealers will include the spread between the bid and the asked price. If the execution and price offered by more than one dealer or underwriter are comparable, the order may be allocated to a dealer or underwriter which has provided such research or other services as mentioned above.
Some securities considered for investment by the Fund may also be appropriate for other clients served by the Funds Investment Advisor or Sub-Advisor. If the purchase or sale of securities consistent with the investment policies of the Fund and one or more of these other clients serviced by the Investment Advisor or Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the Fund and the Investment Advisors or Sub-Advisors other clients in a manner deemed fair and reasonable by the Investment Advisor or Sub-Advisor. There is no specified formula for allocating such transactions. From time to time it may be in the best interest of the Fund (for example to reduce transactions costs or assure availability of securities) to either purchase or sell securities with other clients of the Funds Investment Advisor or Sub-Advisor. In the case of such cross transactions, the Investment Advisor or Sub-Advisor is required to follow procedures adopted by the Fund designed to ensure the transactions is fair to the Fund. The Investment Advisor or Sub-Advisor may utilize the services of affiliated broker-dealers to execute portfolio transactions for the Fund on an agency basis and may be paid brokerage commissions from the Fund for such services in accordance with rules adopted by the SEC.
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ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Other Purchase Information
The Investment Advisor, at its expense, may provide additional promotional incentives to financial intermediaries in connection with sales of the Fund. In some instances, such incentives may be made available only to financial intermediaries whose representatives have sold or are expected to sell significant amounts of such shares. Financial intermediaries may not use sales of the shares to qualify for the incentives to the extent such may be prohibited by the laws of any state in the United States.
Exchange Privileges
As discussed in the Funds Prospectus, before you decide to exchange shares, you should read the Prospectus information about the Fund involved in your exchange. Exchanges generally are taxable events and may result in a taxable gain (both short and long term) or loss for Federal and state income tax purposes.
You can send a written instruction specifying your exchange or, if you have authorized telephone exchanges previously and we have a record of your authorization, you can call (800) 999-6809 to execute your exchange. For additional information about telephone exchanges See Telephone Redemptions and Exchanges below. There are generally no fees for exchanges.
Under certain circumstances, before an exchange can be made, additional documents may be required to verify the authority or legal capacity of the person seeking the exchange. In order to make an exchange into a new account for another Class of shares, the exchange must satisfy the minimum initial investment requirement for that Class of shares. Once your exchange is received in proper form, it cannot be revoked. This exchange privilege is available only in States where shares of the Fund being exchanged into may legally be sold.
The Trust reserves the right to prohibit exchanges during the first 15 days following an investment in a Fund. The Trust may terminate or change the terms of the exchange privilege at any time. In addition Forward Funds may suspend a shareholders exchange privilege if, in the judgment of Forward Management, the shareholders exchange activity indicates frequent trading of market timing that may be harmful to a Fund or its shareholders. See Policies Concerning Frequent Purchases and Redemptions in the relevant Prospectus.
Shares of other classes of Funds purchased by exchange will be purchased on the basis of relative net asset value per share as follows: (a) exchanges for shares of Funds offered without a sales load will be made without a sales load in shares of other Funds offered without a sales load; (b) shares of Funds purchased without a sales load may be exchanged for shares of other Funds sold with a sales load, and the applicable sales load will be deducted; (c) shares of Funds purchased with a sales load may be exchanged without a sales load for shares of other Funds sold without a sales load; (d) shares of Funds purchased with a sales load, shares of Funds acquired by a previous exchange from shares purchased with a sales load, and additional shares acquired through re-investment of dividends or distributions of any such Funds, may be exchanged without a sales load for shares of other Funds sold with an equivalent or lesser sales load than that previously paid; (e) where the sales load of the shares you exchange for is greater than the sales load you previously paid under the situations described in item (d) above, you pay the difference in sales load; (f) shares of Funds subject to a CDSC exchanged for shares of another Fund also subject to a CDSC will be subject to the higher applicable CDSC of the two Funds and, for purposes of calculating CDSC rates, will be deemed to have been held since the date the shares being exchanged were initially purchased; and (g) shares of Funds subject to a CDSC exchanged for shares of another Fund not subject to a CDSC will be charged the CDSC. To accomplish an exchange under items (d) and (e) above, you must notify the Transfer Agent of your prior ownership of Fund shares and your account number.
Please call (800) 999-6809 to obtain complete information and to answer any questions you may have about exchanging your shares.
Other Redemption Information
Telephone Redemption and Exchange Privileges
As discussed in the Funds Prospectus, the telephone redemption and exchange privileges are available for all shareholder accounts except that only the telephone exchange privilege is available for retirement accounts. The privileges may be modified or terminated at any time. The privileges are subject to the conditions and provisions set forth below and in the Prospectus.
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1. |
Telephone redemption and/or exchange instructions received in good order before the pricing of the Fund on any day on which the NYSE is open for business (a Business Day), but not later than 4:00 p.m., Eastern time, will be processed at that days closing net asset value. If you choose to receive the proceeds from your redemption via wire transfer, there is a $30.00 charge. |
2. |
Telephone redemptions and/or exchange instructions should be made by calling (800) 999-6809. |
3. |
The Transfer Agent will not permit exchanges in violation of any of the terms and conditions set forth in the Prospectus or herein. |
4. |
Telephone redemption requests must meet the following conditions to be accepted by the Transfer Agent: (a) Proceeds of the redemption must be mailed to the current address on the application. This address cannot reflect any change within the previous 30 days. (b) Certain account information will need to be provided for verification purposes before the redemption will be executed. (c) There is no limit on the number of telephone redemptions (where proceeds are being mailed to the address of record) that can be processed within a 30-day period. (d) The maximum amount which can be liquidated and sent to the address of record at any one time is $50,000. |
Matters Affecting Redemptions
Payments to shareholders for shares redeemed will be made within seven days after receipt by the Transfer Agent of the request in proper form, except that the Trust may suspend the right of redemption or postpone the date of payment as to the Fund during any period when (a) trading on the NYSE is restricted as determined by the SEC or such exchange is closed for other than weekends and holidays; (b) an emergency exists as determined by the SEC making disposal of portfolio securities or valuation of net assets of the Fund not reasonably practicable; or (c) for such other period as the SEC may permit for the protection of the Funds shareholders. At various times, the Fund may be requested to redeem shares for which it has not yet received good payment. Accordingly, the Fund may delay the mailing of a redemption check until such time as the Fund has assured itself that good payment has been collected for the purchase of such shares, which may take up to 10 Business Days.
The Fund intends to pay in cash for all shares redeemed, but under abnormal conditions that make payment in cash unwise, the Fund may make payment wholly or partly in securities at their then current market value equal to the redemption price. In such case, an investor may incur brokerage costs in converting such securities to cash. In the event the Fund liquidates portfolio securities to meet redemptions, the Fund reserve the right to reduce the redemption price by an amount equivalent to the prorated cost of such liquidation not to exceed one percent of the net asset value of such shares.
In accordance with its 18f-1 election filed with the SEC, the Trust intends to redeem shares of the Fund solely in cash up to the lesser of $250,000 or 1.00% of the Funds net assets during any 90-day period for any one shareholder. In consideration of the best interests of the remaining shareholders, the Trust reserves the right to pay any redemption proceeds exceeding this amount in whole or in part by a distribution in-kind of securities held by the Fund in lieu of cash. It is highly unlikely that shares would ever be redeemed in-kind. When shares are redeemed in-kind, the redeeming shareholders should expect to incur transaction costs upon the disposition of the securities received in the distribution. In such cases, the shareholder may incur brokerage costs in converting the portfolio securities to cash.
The Trust has adopted procedures under which it may make redemptions-in-kind to shareholders who are affiliated persons of a Fund (as defined in Section 2(a)(3) of the 1940 Act). Under these procedures, the Trust generally may satisfy a redemption request from an affiliated person in-kind, provided that: (1) the redemption-in-kind is effected at approximately the affiliated shareholders proportionate share of the distributing Funds current net assets, and thus does not result in the dilution of the interests of the remaining shareholders; (2) the distributed securities are valued in the same manner as they are valued for purposes of computing the distributing Funds net asset value; (3) the redemption-in-kind is consistent with the Funds Prospectus and SAI; and (4) neither the affiliated shareholder nor any other party with the ability and the pecuniary incentive to influence the redemption-in-kind selects, or influences the selection of, the distributed securities.
Due to the relatively high cost of handling small investments, the Fund reserves the right, upon 60 days written notice, to redeem, at net asset value, the shares of any shareholder whose account has a value of less than $100 in a Fund. Before the Fund redeems such shares and sends the proceeds to the shareholder, it will notify the shareholder that the value of the shares in the account is less than the minimum amount and will allow the shareholder 60 days to make an additional investment in an amount that will increase the value of the account to at least $100 before the redemption is processed. This policy will not be implemented where the Trust has previously waived the minimum investment requirements or where the account value is a result of a decline in the net asset value per share.
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The holding period for Class C shares of a Fund acquired through an exchange will be calculated from the date that the initial purchase of Class C shares was made. The applicable CDSC amount will be based on the CDSC that applied to the Fund initially purchased and the holding period will be calculated from the date of such initial purchase.
The value of shares on redemption or repurchase may be more or less than the investors investment, depending upon the market value
The net asset value (NAV) and offering price of the Funds shares will be determined once daily as of the close of trading on the NYSE (normally 4:00 p.m., Eastern Time) during each day on which the NYSE is open for trading. As of the date of this SAI, the NYSE is closed on the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The offering price is the NAV per share plus any applicable sales charge. When you sell shares, you receive the NAV per share minus any applicable CDSC.
The NAV per share for the Fund for purposes of pricing sales and redemptions is calculated by dividing the value of all securities and other assets belonging to the Fund, less the liabilities charged to the Fund, by the number of shares of the Fund that have already been issued. The NAV of different Classes of shares of the same Fund will differ due to differing Class expenses. The offering price is the NAV per share plus any applicable sales charge. When you sell shares, you receive the NAV per share minus any applicable CDSC. The price at which a purchase or redemption is effected is based on the next calculation of net asset value after the order is placed. Orders received by Financial Intermediaries prior to the close of trading on the NYSE will be confirmed at the offering price computed as of the close of trading on the NYSE (normally 4:00 p.m., Eastern time). It is the responsibility of the Financial Intermediary to insure that all orders are transmitted in a timely manner to the Fund. Orders received by Financial Intermediaries after the close of trading on the NYSE will be confirmed at the next computed offering price.
SHAREHOLDER SERVICES AND PRIVILEGES
For investors purchasing shares under a tax-qualified individual retirement or pension plan or under a group plan through a person designated for the collection and remittance of monies to be invested in shares on a periodic basis, the Fund may, in lieu of furnishing confirmations following each purchase of Fund shares, send statements no less frequently than quarterly, pursuant to the provisions of the Securities Exchange Act of 1934, as amended (1934 Act), and the rules thereunder. Such quarterly statements, which would be sent to the investor or to the person designated by the group for distribution to its members, will be sent after the end of each quarterly period and shall reflect all transactions in the investors account during the preceding quarter. All other shareholders will receive a confirmation of each new transaction in their accounts.
Certificates representing shares of the Fund will not be issued to shareholders. The Transfer Agent will maintain for each shareholder an account in which the registration and transfer of shares are recorded, and any transfers will be reflected by bookkeeping entry, without physical delivery.
The Transfer Agent will require that a shareholder provide requests in writing, accompanied by a valid Medallion Signature Guarantee, when changing certain information in an account, such as wiring instructions and address of record.
Self-Employed and Corporate Retirement Plans
For self-employed individuals and corporate investors that wish to purchase shares, a Prototype Plan and Custody Agreement are available through the Trust. For further details, including the right to appoint a successor Custodian, see the Prototype Plan and Custody Agreements as provided by the Trust. Employers who wish to use shares of the Trust under a custodianship with another bank or trust company must make individual arrangements with such an institution.
Individual Retirement Accounts
Investors with earned income are eligible to purchase shares of the Fund under an individual retirement account (IRA) pursuant to Section 408(a) of the Code. An individual who creates an IRA may contribute annually certain dollar amounts of earned income, and an additional amount if there is a non-working spouse. Simplified Employee Pension Plans (SEP IRA), which employers may establish on behalf of their employees are also available. Full details on the IRA and SEP IRA are
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contained in Internal Revenue Service required disclosure statements, and the Custodian will not open an IRA until seven days after the investor has received such statement from the Trust. An IRA funded by shares of the Fund may also be used by employers who have adopted a SEP IRA.
Purchases of shares by Section 403(b) retirement plans and other retirement plans are also available. It is advisable for an investor considering the funding of any retirement plan to consult with an attorney or to obtain advice from a competent retirement
Shareholders have the privilege of reinvesting both income dividends and capital gain distributions, if any, in additional shares of the Fund at the then current net asset value, with no sales charge. Alternatively, a shareholder can elect at any time to receive dividends and/or capital gain distributions in cash.
In the absence of such an election, each purchase of shares of the Fund is made upon the condition and understanding that the Transfer Agent is automatically appointed the shareholders agent to receive the investors dividends and distributions upon all shares registered in the investors name and to reinvest them in full and fractional shares of the Fund at the applicable net asset value in effect at the close of business on the reinvestment date. A shareholder may still at any time after a purchase of shares of the Fund request that dividends and/or capital gain distributions be paid to the shareholder in cash.
If you elect to receive cash dividends and/or capital gains distributions and a check is returned as undelivered by the United States Postal Service, the Fund reserve the right to invest the check in additional shares of the Fund at the then-current net asset value and to convert your accounts election to automatic reinvestment of all distributions, until the Funds Transfer Agent receives a corrected address in writing from the number of account owners authorized on your application to change the registration. If the Transfer Agent receives no written communication from the account owner(s) and there are no purchases, sales or exchanges in your account for a period of time mandated by state law, then that state may require the Transfer Agent to turn over to the applicable state government the value of the account as well as any dividends or distributions paid.
After a dividend or capital gains distribution is paid, the Funds share price will drop by the amount of the dividend or distribution. If you have chosen to have your dividends or distributions paid to your account in additional shares, the total value of your account will not change after the dividend or distribution is paid. In such cases, while the value of each share will be lower, each reinvesting shareholder will own more shares. Reinvested shares will be purchased at the price in effect at the close of business on the day after the record date.
The following discussion relates solely to U.S. federal income tax law as applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic corporations, trusts or estates) and certain foreign persons (i.e., non-U.S. persons) subject to tax under such law. The discussion does not address special tax rules applicable to certain classes of investors, such as tax-exempt entities, partnerships, insurance companies, and financial institutions. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of Fund shares also may be subject to state and local taxes. Shareholders should consult their own tax advisors as to the Federal, state or local tax consequences of ownership of shares of, and receipt of distributions from, a Fund in their particular circumstances.
The following discussion summarizes certain U.S. federal tax considerations generally affecting the Fund and their shareholders. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. This discussion does not provide a detailed explanation of all tax consequences, and shareholders are advised to consult their own tax advisors with respect to the particular consequences to them of an investment in the Fund, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.
Qualification as a Regulated Investment Company
The Fund intends to qualify as a regulated investment company (RIC) under the Code. To so qualify, the Fund must, among other things, in each taxable year: (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities and gains from the sale or other
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disposition of foreign currencies, net income derived from an interest in a qualified publicly traded partnership or other income (including gains from options, futures contracts and forward contracts) derived with respect to the Funds business of investing in stocks, securities or currencies and (b) diversify its holdings so that, at the end of each quarter, (i) at least 50% of the value of the Funds total assets (including borrowings for investment purposes, if any) is represented by cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities, with such other securities limited in respect of any one issuer to an amount not greater in value than 5% of the Funds total assets (including borrowings for investment purposes, if any) and to not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Funds total assets (including borrowings for investment purposes, if any) is invested in the securities (other than U.S. government securities or securities of other regulated investment companies) of any one issuer, of any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related businesses or of one or more qualified publicly traded partnerships.
As a regulated investment company, the Fund generally is not subject to U.S. federal income tax on income and gains it distributes to shareholders, if at least the sum of 90% of the Funds investment company taxable income (which includes, among other items, dividends, interest and net short-term capital gains in excess of net long-term capital losses) and 90% of the Funds net tax-exempt interest income for the taxable year is distributed. Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement also are subject to a nondeductible 4% excise tax. To prevent application of the excise tax, the Fund intends to make distributions in accordance with the calendar year distribution requirement.
If, in any taxable year, the Fund fails to qualify as a RIC under the Code or fails to meet the distribution requirement, it generally would be taxed in the same manner as an ordinary corporation and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. In addition, the Funds distributions, to the extent derived from its current or accumulated earnings and profits, would constitute dividends (which may be eligible for the corporate-dividends received deduction) which are taxable to shareholders as ordinary income, or as qualifying dividends eligible for a reduced rate of tax as discussed below. If the Fund fails to qualify as a RIC in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a RIC. Moreover, if the Fund failed to qualify as a RIC for a period greater than two taxable years, the Fund may be required to recognize any net built-in gains with respect to certain of its assets (the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized if the Fund had been liquidated) in order to qualify as a RIC in a subsequent year.
Distributions
Dividends of investment company taxable income (including net short-term capital gains) are generally taxable to shareholders as ordinary income (subject to the discussion of qualifying dividends below), whether received in cash or reinvested in Fund shares. The Funds distributions of investment company taxable income may be eligible for the corporate dividends-received deduction to the extent attributable to the applicable Funds dividend income from U.S. corporations, and if other applicable requirements are met. However, the alternative minimum tax applicable to corporations may reduce the benefit of the dividends-received deduction.
Distributions of net capital gains (the excess of net long-term capital gain over net short-term capital losses) designated by the Fund as capital gain dividends are taxable to shareholders, whether received in cash or reinvested in Fund shares, as long-term capital gain, regardless of the length of time the Funds shares have been held by a shareholder, and are not eligible for the dividends-received deduction. Any distributions that are not from the Funds investment company taxable income or net capital gains may be characterized as a return of capital to shareholders or, in some cases, as capital gains. Shareholders will be notified annually as to the federal tax status of dividends and distributions they receive and any tax withheld thereon.
The Fund expects to declare and pay income dividends and capital gains distributions, if any, annually in December.
Dividends, including capital gain dividends, declared in November or December with a record date in such month and paid during the following January will be treated as having been paid by the Fund and received by shareholders on December 31 of the calendar year in which declared, rather than the calendar year in which the dividends are actually received.
Distributions by the Fund reduce the net asset value of the Funds shares. Should a distribution reduce the net asset value below a shareholders cost basis, the distribution nevertheless may be taxable to the shareholder as ordinary income or capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should be careful to consider the tax implication of buying shares just prior to a distribution by the Fund. The price of shares purchased at that time includes the amount of the forthcoming distribution, but the distribution will generally be taxable to the shareholder.
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Current tax law generally provides for a maximum tax rate for individual taxpayers of 15% on long-term capital gains from sales and on certain qualifying dividends on corporate stock. The rate reductions do not apply to corporate taxpayers. The Fund will be able to separately designate distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a more than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions from the Funds investments in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from dividends paid by qualified foreign corporations can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States which satisfy certain other requirements. Passive foreign investment companies are not treated as qualified foreign corporations. The lower tax rates on long-term capital gains and qualifying dividends is scheduled to expire after 2010 in the absence of Congressional action.
Sale or Other Disposition of Shares
Upon the redemption or exchange of shares, a shareholder will realize a taxable gain or loss depending upon the basis in the shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholders hands; a gain will generally be taxed as long-term capital gain if the shareholders holding period is more than one year. A gain from disposition of shares held not more than one year will be treated as short-term capital gain. Any loss realized on a sale or exchange will be disallowed to the extent that the shares disposed of are replaced (including replacement through the reinvesting of dividends and capital gain distributions) within a period of 61 days, beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by the shareholder for six months or less will be treated for federal income tax purposes as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder with respect to such shares. Any loss recognized on shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributions that were received with respect to the shares. Further, any loss recognized on shares held less than six months will be disallowed to the extent of any exempt interest dividends that were received with respect to such shares.
In some cases, shareholders will not be permitted to take sales charges into account for purposes of determining the amount of gain or loss realized on the disposition of their shares. This prohibition generally applies where (1) the shareholder incurs a sales charge in acquiring Fund shares, (2) the shares are disposed of before the 91st day after the date on which they were acquired, and (3) the shareholder subsequently acquires shares of the same or another Fund and the otherwise applicable sales charge is reduced or eliminated under a reinvestment right received upon the initial purchase of shares. In that case, the gain or loss recognized will be determined by excluding from the tax basis of the shares exchanged all or a portion of the sales charge incurred in acquiring those shares. This exclusion applies to the extent that the otherwise applicable sales charge with respect to the newly acquired shares is reduced as a result of having incurred a sales charge initially. Sales charges affected by this rule are treated as if they were incurred with respect to the shares acquired under the reinvestment right. This provision may be applied to successive acquisitions of shares.
Backup Withholding
The Fund generally will be required to withhold federal income tax, currently at a rate of 28% (backup withholding) from dividends paid, capital gain distributions and redemption proceeds to a shareholder if (1) the shareholder fails to furnish the Fund with the shareholders correct taxpayer identification number or social security number and to make such certifications as the Fund may require, (2) the IRS notifies the shareholder or the Fund that the shareholder has failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect, or (3) when required to do so, the shareholder fails to certify that he is not subject to backup withholding. Any amounts withheld may be credited against the shareholders Federal income tax liability.
Foreign Shareholders
Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership (foreign shareholder), depends on whether the income from the Fund is effectively connected with a U.S. trade or business carried on by such shareholder.
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If the income from the applicable Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, ordinary income dividends will generally be subject to U.S. withholding tax at the rate of 30% (or, if applicable, a lower treaty rate) upon the gross amount of the dividend. However, subject to certain limitations and the receipt of further guidance from the U.S. Treasury, dividends paid to certain foreign shareholders may be exempt from U.S. tax through 2007 to the extent such dividends are attributable to qualified interest and/or net short-term capital gains, provided that the Fund elects to follow certain procedures. The Fund may choose to not follow such procedures and there can be no assurance as to the amount, if any, of dividends that would not be subject to withholding. The foreign shareholder would generally be exempt from U.S. federal income tax on gains realized on the sale of shares of the applicable Fund, capital gain dividends and amounts retained by the applicable Fund that are designated as undistributed capital gains. Note that the 15% rate of tax applicable to certain dividends (discussed above) does not apply to dividends paid to foreign shareholders.
If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale of shares of the applicable Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations.
Foreign noncorporate shareholders may be subject to backup withholding on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper certification of their foreign status.
Foreign shareholders may also be subject to U.S. Federal estate tax on the value of their shares. Foreign shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund, including the applicability of foreign taxes.
Original Issue Discount
Certain debt securities acquired by the Fund may be treated as debt securities that were originally issued at a discount. Original issue discount can generally be defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although no cash income is actually received by the Fund, original issue discount that accrues on a debt security in a given year generally is treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements of the Code.
Market Discount
Some debt securities may be purchased by the Fund at a discount which exceeds the original issue discount on such debt securities, if any. This additional discount represents market discount for federal income tax purposes. The gain realized on the disposition of any taxable debt security having market discount generally will be treated as ordinary income to the extent it does not exceed the accrued market discount on such debt security. If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by the Fund in each taxable year in which such Fund owns an interest in such debt security and receives a principal payment on it. In particular, the Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been included in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by the Fund at a constant rate over the time remaining to the debt securitys maturity or, at the election of the Fund, at a constant yield to maturity which takes into account the semi-annual compounding of interest.
Options, Futures and Foreign Currency Forward Contracts; Straddle Rules
The Funds transactions in foreign currencies, forward contracts, options and futures contracts (including options and futures contracts on foreign currencies) will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund, defer Fund losses, and affect the determination of whether capital gains and losses are treated as long-term or short-term capital gains or losses. These rules could therefore, in turn, affect the character, amount, and timing of distributions to shareholders. These provisions also may require the Fund to mark-to-market certain positions in its portfolio (that is, treat them as if they were sold), which may cause the Fund to recognize income without receiving cash to use to make distributions in amounts necessary to avoid income and excise taxes. The Fund will monitor its transactions and may make such tax elections as management deems appropriate with respect to foreign currency, options, futures contracts, forward contracts or hedged investments. The Funds status as a regulated investment company may limit its ability to engage in transactions involving foreign currency, futures, options and forward contracts.
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Certain transactions undertaken by the Fund may result in straddles for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by the Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Fund may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.
Constructive Sales
Under certain circumstances, the Fund may recognize a gain from a constructive sale of an appreciated financial position it holds if it enters into a short sale, forward contract or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In that event, the Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon the Funds holding period in the property. Loss would be recognized when the property was subsequently disposed of, and its character would depend on the Funds holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions that are closed before the end of the 30th day after the close of the taxable year and where the Fund holds the appreciated financial position throughout the 60-day period beginning on the date the transaction is closed, if certain other conditions are met.
Foreign Taxation
Income received by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes.
Currency FluctuationSection 988 Gains and Losses
Gains or losses attributable to fluctuations in foreign currency exchange rates that occur between the time the Fund accrue income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collect such receivables or pay such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of certain investments (including debt securities denominated in a foreign currency and certain futures contracts, forward contracts and options), gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or other instrument and the date of disposition also are treated as ordinary income or loss. These gains or losses, referred to under the Code as section 988 gains or losses, may increase or decrease the amount of a Funds investment company taxable income available to be distributed to its shareholders as ordinary income.
Passive Foreign Investment Companies
Some of the Fund may invest in the stock of foreign companies that may be classified under the Code as passive foreign investment companies (PFICs). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute passive assets (such as stocks or securities) or if 75% or more of its gross income is passive income (such as, but not limited to, interest, dividends and gain from the sale of securities). If a Fund receives an excess distribution with respect to PFIC stock, the Fund will generally be subject to tax on the distribution as if it were realized ratably over the period during which the Fund held the PFIC stock. The Fund will be subject to tax on the portion of an excess distribution that is allocated to prior Fund taxable years, and an interest factor will be added to the tax, as if it were payable in such prior taxable years. Certain distributions from a PFIC and gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are taxable as ordinary income.
The Fund may be eligible to elect alternative tax treatment with respect to PFIC stock. Under an election that is available in some circumstances, the Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether distributions were received from the PFIC in a given year. If this election were made, the rules relating to the taxation of excess distributions would not apply. In addition, another election would involve marking-to-market the Funds PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of PFIC shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualifying dividends.
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Other Investment Companies
It is possible that by investing in other investment companies, the Fund may not be able to meet the calendar year distribution requirement and may be subject to federal income and excise tax. The diversification and distribution requirements applicable to the Fund may limit the extent to which the Fund will be able to invest in other investment companies.
Short Sales
Short sales are subject to special tax rules which will impact the character of gains and losses realized and affect the timing of income recognition. Short sales entered into by the Fund by increase the amount of ordinary income dividends received by shareholders and may impact the amount of qualified dividend income and income eligible for the dividends received deduction that it is able to pass through to shareholders.
Personal Holding Company
Based upon the number of shareholders of a Fund, the Fund could be considered to be personal holding companies (a PHC) under the Code. A company is considered a PHC if: (1) at least 60% of its income is derived from certain types of passive income (e.g., interest, dividends, rents, and royalties) and (2) at any time during the last half of the taxable year more than 50% in value of its outstanding stock is owned directly, or indirectly, by or for not more than 5 individuals. A company satisfying this test is taxed on its undistributed personal holding company income (UPHCI) at 15%. UPHCI is computed by making certain adjustments to taxable income, including a downward adjustment for distributions made to shareholders during the taxable year.
The tax on UPHCI is in addition to any other tax. Under the Code, a regulated investment company that is also a PHC will also be taxed on any undistributed investment company taxable income at the highest corporate rate under the Code. Each of The Fund intends to distribute sufficient taxable income to its shareholders in any applicable taxable period in which it is treated as a PHC to reduce or eliminate its UPHCI.
Other Tax Matters
The Fund is required to recognize income currently each taxable year for federal income tax purposes under the Codes original issue discount rules in the amount of the unpaid, accrued interest with respect to bonds structured as zero coupon or deferred interest bonds or pay-in-kind securities, even though it receives no cash interest until the securitys maturity or payment date. As discussed above, in order to qualify for treatment as a regulated investment company, each Fund must distribute substantially all of its income to shareholders. Thus, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash or leverage itself by borrowing cash, so that it may satisfy the distribution requirement.
Exchange control regulations that may restrict repatriation of investment income, capital, or the proceeds of securities sales by foreign investors may limit a Funds ability to make sufficient distributions to satisfy the 90% and calendar year distribution requirements described above.
Different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans. Shareholders should consult their tax advisors for more information.
The foregoing discussion relates solely to U.S. federal income tax law as applicable to U.S. persons (i.e., U.S. citizens or residents and U.S. domestic corporations, partnerships, trusts or estates) subject to tax under such law. The discussion does not address special tax rules applicable to certain classes of investors, such as tax-exempt entities, insurance companies, and financial institutions. Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of Fund shares also may be subject to state and local taxes. Shareholders should consult their own tax advisors as to the Federal, state or local tax consequences of ownership of shares of, and receipt of distributions from, a Fund in their particular circumstances.
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Liquidation of Fund
The Board of Trustees of the Trust may determine to close and liquidate the Fund at any time, which may have adverse tax consequences to shareholders. In the event of the liquidation of the Fund, shareholders will receive a liquidating distribution in cash or in-kind equal to their proportionate interest in the Fund. A liquidating distribution may be a taxable event to shareholders, resulting in a gain or loss for tax purposes, depending upon a shareholders basis in his or her shares of the Fund.
Description of the Trust and Its Shares
The Trust consists of 35 portfolios described in separate Prospectuses and SAIs. Each share represents an equal proportionate interest in a Forward Fund with other shares of that Fund, and is entitled to such dividends and distributions out of the income earned on the assets belonging to that Fund as are declared at the discretion of the Trustees. Shareholders are entitled to one vote for each share owned.
An annual or special meeting of shareholders to conduct necessary business is not required by the Declaration of Trust, the 1940 Act or other authority except, under certain circumstances, to elect Trustees, amend the Certificate of Trust, approve an investment advisory agreement and satisfy certain other requirements. To the extent that such a meeting is not required, the Trust may elect not to have an annual or special meeting.
The Trust will call a special meeting of shareholders for purposes of considering the removal of one or more Trustees upon written request from shareholders holding not less than 10% of the outstanding votes of the Trust. At such a meeting, a quorum of shareholders (constituting a majority of votes attributable to all outstanding shares of the Trust), by majority vote, has the power to
Control Persons and Principal Holders of Securities
As of June 1, 2009 no person owned of record or beneficially 25% or greater of the Funds outstanding voting securities or 5% or greater of any class of the Funds outstanding equity securities.
As of June 1, 2009 the Officers and Trustees owned, as a group, less than 1% of the outstanding equity securities of the Fund.
Other Information
The Trust is registered with the SEC as an open-end management investment company. Such registration does not involve supervision of the management or policies of the Trust by any governmental agency. The Funds Prospectus and this SAI omit certain of the information contained in the Registration Statement filed with the SEC and copies of this information may be obtained from the SEC upon payment of the prescribed fee or examined at the SEC in Washington, D.C. without charge.
Investors in the Fund will be kept informed of their investments in the Fund through annual and semi-annual reports showing portfolio composition, statistical data and any other significant data, including financial statements audited by the independent registered public accountants.
Custodian
BBH is the Trusts custodian. Its principal business address is 40 Water Street, Boston, Massachusetts 02109. BBH is responsible for the custody of the Funds assets and, as foreign custody manager, will oversee the custody of any Fund assets held outside the United States. BBH takes no part in the decisions relating to the purchase or sale of the Trusts portfolio securities.
Legal Counsel
Legal matters for the Trust are handled by Dechert LLP, 4675 MacArthur Court, Suite 1400, Newport Beach, California 92660.
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Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, Three Embarcadero Center, San Francisco, CA 94111-4004, acts as the independent registered public accounting firm for the Trust.
You may obtain a Prospectus, Annual Report or Semi-Annual Report at no charge by contacting the Trust at Forward Funds, P.O. Box 1345, Denver, CO 80201, or by calling (800) 999-6809.
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FORWARD FUNDS
PART C: OTHER INFORMATION
ITEM 23. | EXHIBITS |
(a)(1) |
Amended and Restated Agreement and Declaration of Trust of Forward Funds (the Registrant), incorporated by reference to Exhibit (a) to Post-Effective Amendment No. 40 to this Registration Statement filed with the Commission on April 30, 2007. |
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(a)(2) |
Revised Schedule A to the Amended and Restated Agreement and Declaration of Trust of the Registrant, incorporated by reference to Exhibit (a)(2) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(a)(3) |
Revised Schedule A to the Amended and Restated Agreement and Declaration of Trust of the Registrant, to be filed by subsequent amendment. |
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(b) |
Amended and Restated By-Laws of the Registrant dated December 8, 2005 and as amended as of December 7, 2006 and March 4, 2009, incorporated by reference to Exhibit (b)(1) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(c) |
Not applicable. |
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(d)(1) |
Amended and Restated Investment Management Agreement between the Registrant and Forward Management LLC (the Advisor or Forward Management), dated as of May 1, 2005 and amended and restated as of January 8, 2008 and March 5, 2008, with respect to the Forward Growth Fund (formerly known as the Forward Emerald Growth Fund), the Forward Banking and Finance Fund (formerly known as the Forward Emerald Banking and Finance Fund), the Forward Emerging Markets Fund (formerly known as the Forward Global Emerging Markets Fund), the Forward International Equity Fund, the Forward Small Cap Equity Fund (formerly known as the Forward Hoover Small Cap Equity Fund), the Forward International Small Companies Fund, the Forward Legato Fund, the Forward Real Estate Fund (formerly known as the Forward Progressive Real Estate Fund), the Forward Large Cap Equity Fund, the Forward Long/Short Credit Analysis Fund and the Forward International Fixed Income Fund, the Accessor Aggressive Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Fund, the Accessor High Yield Bond Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Investment Grade Fixed Income Fund (formerly known as the Accessor Intermediate Fixed-Income Fund), the Accessor International Equity Fund, the Accessor Limited Duration U.S. Government Fund, the Accessor Mortgage Securities Fund, the Accessor Small to Mid Cap Fund, the Accessor Strategic Alternatives Fund, the Accessor Total Return Fund, the Accessor U.S. Government Money Fund and the Accessor Value Fund, incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
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(d)(2) |
Amended Exhibit A to the Amended and Restated Investment Management Agreement between the Registrant and the Advisor with respect to the Forward Global Infrastructure Fund, the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Emerging Markets Fund, the Forward HITR Fund, the Forward International Equity Fund, the Forward International Real Estate Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Legato Fund, the Forward Real Estate Fund, the Forward Select Income Fund, the Forward Strategic Realty Fund, the Forward Large Cap Equity Fund, the Forward Long/Short Credit Analysis Fund, and the Forward International Fixed Income Fund (collectively the Forward Series of the Registrant), incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(3) |
Amended Exhibit A to the Amended and Restated Investment Management Agreement between the Registrant and the Advisor with respect to the Forward Global Infrastructure Fund, the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Emerging Markets Fund, the Forward HITR Fund, the Forward International Equity Fund, the Forward International Real Estate Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Legato Fund, the Forward Real Estate Fund, the Forward Select Income Fund, the Forward Strategic Realty Fund, the Forward Large Cap Equity Fund, the Forward Long/Short Credit Analysis Fund, the Forward International Fixed Income Fund and the Forward Tactical Growth Fund (collectively the Forward Series of the Registrant), to be filed by subsequent amendment. |
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(d)(4) |
Amended Exhibit B to the Amended and Restated Investment Management Agreement between the Registrant and the Advisor with respect to the Accessor Aggressive Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Frontier Markets Fund, the Accessor Growth Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Fund, the Accessor High Yield Bond Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Investment Grade Fixed-Income Fund, the Accessor International Equity Fund, the Accessor Limited Duration U.S. Government Fund, the Accessor Mortgage Securities Fund, the Accessor Small to Mid Cap Fund, the Accessor Strategic Alternatives Fund, the Accessor Total Return Fund, the Accessor U.S. Government Money Fund and the Accessor Value Fund (collectively the Accessor Series of the Registrant), incorporated by reference to Exhibit (d)(3) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(5) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Emerald Mutual Fund Advisers Trust (formerly known as Emerald Advisers, Inc.) (EMFAT) dated as of May 1, 2005 with respect to the Forward Banking and Finance Fund and the Forward Growth Fund, incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 28 to this Registration Statement filed with the Commission on April 27, 2005. |
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(d)(5)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and EMFAT entered into as of January 2, 2009 with respect to the Forward Banking and Finance Fund and the Forward Growth Fund, incorporated by reference to Exhibit (d)(4)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(6) |
Amended and Restated Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pictet International Management Limited, now known as Pictet Asset Management Limited (Pictet Ltd), dated as of July 1, 2005 and amended and restated as of November 1, 2007 with respect to the International Small Companies Fund, incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 45 to this Registration Statement filed with the Commission on December 26, 2007. |
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(d)(6)(a) |
Amendment to the Amended and Restated Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pictet Ltd, entered into as of January 2, 2009 with respect to the International Small Companies Fund, incorporated by reference to Exhibit (d)(5)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(7) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pictet International Management Limited, now known as Pictet Ltd, dated as of July 1, 2005 with respect to the Forward Emerging Markets Fund, incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 35 to this Registration Statement filed with Commission on July 5, 2006. |
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(d)(7)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pictet Ltd, entered into as of January 2, 2009 with respect to the Forward Emerging Markets Fund, incorporated by reference to Exhibit (d)(6)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(8) |
Amended and Restated Investment Sub-Advisory Agreement among the Registrant, the Advisor and Hoover Investment Management Co., LLC (Hoover) dated as of June 24, 2005 with respect to the Forward Small Cap Equity Fund, incorporated by reference to Exhibit (d)(7) to Post-Effective Amendment No. 33 to this Registration Statement filed with the Commission on February 9, 2006. |
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(d)(8)(a) |
Amendment to the Amended and Restated Investment Sub-Advisory Agreement among the Registrant, the Advisor and Hoover entered into as of January 2, 2009 with respect to the Forward Small Cap Equity Fund, incorporated by reference to Exhibit (d)(7)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(9) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Forward Uniplan Advisors, Inc. (Uniplan) dated as of July 1, 2005 with respect to the Forward Real Estate Fund, incorporated by reference to Exhibit (d)(9) to Post-Effective Amendment No. 30 to this Registration Statement filed with the Commission on June 29, 2005. |
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(d)(9)(a) |
Form of Amendment to Investment Sub-Advisory Agreement among the Registrant, the Advisor and Uniplan entered into as of January 2, 2009 with respect to the Forward Real Estate Fund, incorporated by reference to Exhibit (d)(9)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(10) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Netols Asset Management Inc. (Netols) dated as of July 1, 2005 with respect to the Forward Legato Fund, incorporated by reference to Exhibit (d)(10) to Post-Effective Amendment No. 30 to this Registration Statement filed with the Commission on June 29, 2005. |
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(d)(10)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Netols entered into as of January 2, 2009 with respect to the Forward Legato Fund, incorporated by reference to Exhibit (d)(10)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(11) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Riverbridge Partners, LLC (Riverbridge) dated as of July 1, 2005 with respect to the Forward Legato Fund, incorporated by reference to Exhibit (d)(11) to Post-Effective Amendment No. 30 to this Registration Statement filed with the Commission on June 29, 2005. |
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(d)(11)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Riverbridge entered into as of January 2, 2009 with respect to the Forward Legato Fund, incorporated by reference to Exhibit (d)(11)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(12) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Conestoga Capital Advisors, LLC (Conestoga) dated as of January 2, 2008 with respect to the Forward Legato Fund, incorporated by reference to Exhibit (d)(11) to Post-Effective Amendment No. 46 to this Registration Statement filed with the Commission on February 13, 2008. |
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(d)(12)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Conestoga entered into as of January 2, 2009 with respect to the Forward Legato Fund, incorporated by reference to Exhibit (d)(12)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(d)(13) |
Amended and Restated Investment Sub-Advisory Agreement among the Registrant, the Advisor and Cedar Ridge Partners, LLC (Cedar Ridge) dated as of December 7, 2006 and amended and restated on November 14, 2007 with respect to the Forward Long/Short Credit Analysis Fund, incorporated by reference to Exhibit (d)(14) to Post-Effective Amendment No. 45 to this Registration Statement filed with the Commission on December 26, 2007. |
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(d)(13)(a) |
Amendment to the Amended and Restated Investment Sub-Advisory Agreement among the Registrant, the Advisor and Cedar Ridge entered into as of January 2, 2009 with respect to the Forward Long/Short Credit Analysis Fund, incorporated by reference to Exhibit (d)(13)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
3
(d)(14) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Piedmont Investment Advisors, LLC (Piedmont) dated as of July 11, 2007 with respect to the Forward Large Cap Equity Fund, incorporated by reference to Exhibit (d)(16) to Post-Effective Amendment No. 41 to this Registration Statement filed with the Commission on July 16, 2007. |
|
(d)(14)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Piedmont entered into as of January 2, 2009 with respect to the Forward Large Cap Equity Fund, incorporated by reference to Exhibit (d)(14)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(15) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pictet Asset Management SA (Pictet SA) dated October 5, 2007 with respect to the Forward International Fixed Income Fund, incorporated by reference to Exhibit (d)(17) to Post-Effective Amendment No. 44 to this Registration Statement filed with the Commission on October 12, 2007. |
|
(d)(15)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pictet SA entered into as of January 2, 2009 with respect to the Forward International Fixed Income Fund, incorporated by reference to Exhibit (d)(15)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(16) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Broadmark Asset Management, LLC (Broadmark) with respect to the Forward Tactical Growth Fund, to be filed by subsequent amendment. |
|
(d)(17) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Smith Asset Management Group, L.P. (Smith) dated September 1, 2008 with respect to the Accessor Growth Fund, incorporated by reference to Exhibit (d)(18) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(d)(17)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Smith entered into as of November 17, 2008 with respect to the Accessor Growth Fund, incorporated by reference to Exhibit (d)(16)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(18) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and First Western Investment Management Inc. (First Western) dated September 1, 2008 with respect to the Accessor High Yield Bond Fund, incorporated by reference to Exhibit (d)(19) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(d)(18)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and First Western entered into as of November 17, 2008 with respect to the Accessor High Yield Bond Fund, incorporated by reference to Exhibit (d)(17)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009.. |
|
(d)(19) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pacific Investment Management Company LLC (PIMCO) dated September 1, 2008 with respect to the Accessor Investment Grade Fixed-Income Fund, incorporated by reference to Exhibit (d)(20) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(d)(19)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and PIMCO entered into as of November 17, 2008 with respect to the Accessor Investment Grade Fixed-Income Fund, incorporated by reference to Exhibit (d)(18)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(20) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pennant Management, Inc. (Pennant) dated September 1, 2008 with respect to the Accessor Limited Duration U.S. Government Fund, incorporated by reference to Exhibit (d)(22) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
4
(d)(20)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pennant entered into as of November 17, 2008 with respect to the Accessor Limited Duration U.S. Government Fund, incorporated by reference to Exhibit (d)(19)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(20(b) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pennant Management, Inc. (Pennant) dated March 27, 2009 with respect to Accessor Limited Duration U.S. Government Fund, to be filed by subsequent amendment. |
|
(d)(21) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Blackrock Financial Management, Inc. (Blackrock) dated September 1, 2008 with respect to the Accessor Mortgage Securities Fund, incorporated by reference to Exhibit (d)(20) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(21)(a) |
Amendment to Investment Sub-Advisory Agreement among the Registrant, the Advisor and Blackrock entered into as of November 17, 2008 with respect to the Accessor Mortgage Securities Fund, incorporated by reference to Exhibit (d)(20)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(22) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital) dated September 1, 2008 with respect to the Accessor Small To Mid Cap Fund, incorporated by reference to Exhibit (d)(25) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(d)(22)(a) |
Amendment to Investment Sub-Advisory Agreement among the Registrant, the Advisor and Los Angeles Capital entered into as of November 17, 2008 with respect to the Accessor Small To Mid Cap Fund, incorporated by reference to Exhibit (d)(21)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(23) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pennant Management, Inc. (Pennant) dated September 1, 2008 with respect to the Accessor Total Return Fund, incorporated by reference to Exhibit (d)(26) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(d)(23)(a) |
Amendment to Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pennant entered into as of November 17, 2008 with respect to the Accessor Total Return Fund, incorporated by reference to Exhibit (d)(22)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(23)(b) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Pennant Management, Inc. (Pennant) dated March 27, 2009 with respect to Accessor Total Return Fund, to be filed subsequent amendment. |
|
(d)(24) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Acadian Asset Management LLC (Acadian) dated September 1, 2008 with respect to the Accessor Value Fund, incorporated by reference to Exhibit (d)(29) to Post-Effective Amendment No. 50 to this Registration Statement filed with the Commission on October 17, 2008. |
|
(d)(24)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Acadian entered into as of November 17, 2008 with respect to the Accessor Value Fund, incorporated by reference to Exhibit (d)(23)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(d)(25) |
Investment Sub-Advisory Agreement among the Registrant, the Advisor and Lazard Asset Management LLC (Lazard) dated December 1, 2008, with respect to the Accessor International Equity Fund, incorporated by reference to Exhibit (d)(24) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
5
(d)(25)(a) |
Amendment to the Investment Sub-Advisory Agreement among the Registrant, the Advisor and Lazard Asset Management LLC (Lazard) dated December 1, 2008, with respect to the Accessor International Equity Fund, incorporated by reference to Exhibit (d)(24)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(e)(1)(a) |
Distribution Agreement between the Registrant and ALPS Distributors, Inc. (ALPS Distributors) dated as of September 30, 2005, with respect to the Forward Series of the Registrant, incorporated by reference to Exhibit (e) to Post-Effective Amendment No. 32 to this Registration Statement filed with the Commission on October 27, 2005. |
|
(e)(1)(b) |
Addendum to Distribution Agreement between the Registrant and ALPS Distributors dated as of April 9, 2007, with respect to the Forward Series of the Registrant, incorporated by reference to Exhibit (e)(1)(b) to Post-Effective Amendment No. 41 to this Registration Statement filed with the Commission on July 16, 2007. |
|
(e)(1)(c) |
Addendum to Distribution Agreement between the Registrant and ALPS Distributors dated as of June 15, 2009, with respect to the Forward Series of the Registrant, filed herewith. |
|
(e)(2)(a) |
Distribution Agreement between the Registrant and SEI Investments Distribution Co. (SIDCO) dated as of August 14, 2008, with respect to the Accessor Series of the Registrant, incorporated by reference to Exhibit (e)(2) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(e)(2)(b) |
Form of Amendment No. 1 to the Distribution Agreement between the Registrant and SIDCO dated as of January 8, 2009, with respect to the Accessor Series of the Registrant, incorporated by reference to Exhibit (e)(2)(b) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(e)(2)(c) |
Form of Amendment No. 2 to the Distribution Agreement between the Registrant and SIDCO dated as of May 1, 2009, with respect to the Accessor Series of the Registrant, incorporated by reference to Exhibit (e)(2)(c) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
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(f) |
None. |
|
(g)(1)(a) |
Custodian Agreement between the Registrant and Brown Brothers Harriman & Co. (BBH), with respect to the Forward Series of the Registrant, dated as of June 30, 2005 with respect to the Predecessor Funds, incorporated by reference to Exhibit (g)(2)(a) to Post-Effective Amendment No. 30 to this Registration Statement filed with the Commission on June 29, 2005. |
|
(g)(1)(b) |
Form of Amended Appendix A to the Custodian Agreement between the Registrant and BBH, with respect to the Forward Series of the Registrant and the Accessor Series of the Registrant, incorporated by reference to Exhibit (g)(1)(b) to Post-Effective Amendment No. 62 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(g)(1)(c) |
Amended Appendix A to the Custodian Agreement between the Registrant and BBH, with respect to the Forward Series of the Registrant and the Accessor Series of the Registrant, dated June [ ], 2009, to be filed by subsequent amendment. |
|
(h)(1)(a) |
Amended and Restated Fund Accounting and Administration Agreement between the Registrant and ALPS Fund Services, Inc. (ALPS) made as of June 3, 2009 and amended as of June 15, 2009 with respect to the Forward Series of the Registrant, filed herewith. |
|
(h)(1)(b) |
Administration Agreement between Accessor Funds, Inc. (now known as the Accessor Series of the Registrant) and SEI Investment Global Fund Services (SEI) dated as of December 31, 2006, with respect to the Accessor Series of Registrant, incorporated by reference to Exhibit (h)(1)(f) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
6
(h)(1)(c) |
Amendment No. 1 to Administration Agreement between the Accessor Series of the Registrant and SEI dated February 18, 2008, with respect to the Accessor Series of Registrant, incorporated by reference to Exhibit (h)(1)(g) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(1)(d) |
Assignment to Administration Agreement between the Accessor Series of the Registrant and SEI dated as of August 31, 2008, with respect to the Accessor Series of Registrant, incorporated by reference to Exhibit (h)(1)(h) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(1)(e) |
Form of Amendment No. 2 to Administration Agreement between the Registrant and SEI dated January 8, 2009, with respect to the Accessor Series of Registrant, incorporated by reference to Exhibit (h)(1)(i) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(1)(f) |
Form of Amendment No. 3 to Administration Agreement between the Registrant and SEI dated May 1, 2009, with respect to the Accessor Series of Registrant, incorporated by reference to Exhibit (h)(1)(j) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(2) |
Amended and Restated Transfer Agency and Service Agreement between the Registrant and ALPS made as of June 3, 2009 and effective June 15, 2009, filed herewith. |
|
(h)(3) |
Amended and Restated Transfer Agent Interactive Client Services Agreement between the Registrant and ALPS made as of June 3, 2009 and effective June 15, 2009, filed herewith. |
|
(h)(4) |
Form of Transfer Agency Fee Reimbursement Agreement between the Advisor and Registrant in respect to the Accessor Aggressive Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Income Allocation Fund and the Accessor Income & Growth Allocation Fund (collectively the Allocation Funds) effective as of May 1, 2009, incorporated by reference to Exhibit (h)(4) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(5)(a) |
Amended and Restated Shareholder Services Plan for the Class A, Class B, Class C, Investor Class, Advisor Class and Institutional Class shares of each of the Accessor Frontier Markets Fund, the Accessor Strategic Alternatives Fund, the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Emerging Markets Fund, the Forward International Equity Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Legato Fund, the Forward Real Estate Fund, the Forward Large Cap Equity Fund, the Forward International Fixed Income Fund, the Forward Long/Short Credit Analysis Fund, the Forward Select Income Fund, the Forward Strategic Reality Fund, the Forward Global Infrastructure Fund, the Forward International Real Estate Fund and the Forward HITR Fund, incorporated by reference to Exhibit (h)(5) to Post-Effective Amendment No. 62 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(h)(5)(b) |
Amended and Restated Shareholder Services Plan for the Class A, Class B, Class C, Investor Class, Advisor Class and Institutional Class shares of each of the Accessor Frontier Markets Fund, the Accessor Strategic Alternatives Fund, the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Emerging Markets Fund, the Forward International Equity Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Legato Fund, the Forward Real Estate Fund, the Forward Large Cap Equity Fund, the Forward International Fixed Income Fund, the Forward Long/Short Credit Analysis Fund, the Forward Select Income Fund, the Forward Strategic Reality Fund, the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward HITR Fund and the Forward Tactical Growth Fund, to be filed by subsequent amendment. |
7
(h)(6)(a) |
Administrative Services Plan for Investor Class shares of each of the Accessor Growth Fund, the Accessor Value Fund, the Accessor Small To Mid Cap Fund, the Accessor International Equity Fund, the Accessor Investment Grade Fixed-Income Fund, the Accessor Mortgage Securities Fund, the Accessor High Yield Bond Fund, the Accessor U.S. Government Money Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Allocation Fund and the Accessor Aggressive Growth Allocation Fund, incorporated by reference to Exhibit (h)(6)(a) to Post-Effective Amendment No. 50 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(h)(6)(b) |
Amended Appendix A to the Administrative Services Plan for Investor Class shares of each of the Accessor Growth Fund, the Accessor Value Fund, the Accessor Small To Mid Cap Fund, the Accessor International Equity Fund, the Accessor Investment Grade Fixed-Income Fund, the Accessor Mortgage Securities Fund, the Accessor High Yield Bond Fund, the Accessor U.S. Government Money Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Allocation Fund and the Accessor Aggressive Growth Allocation Fund, incorporated by reference to Exhibit (h)(6)(b) to Post-Effective Amendment No. 61 to this Registration Statement filed with the Commission on June 11, 2009 |
|
(h)(6)(c) |
Administrative Services Plan for Advisor Class, Investor Class, A Class and C Class shares of the Accessor U.S. Government Money Fund, incorporated by reference to Exhibit (h)(6)(b) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(h)(7)(a) |
Expense Limitation Agreement for the Forward International Equity Fund (Investor Class shares, Institutional Class shares, Class A shares and Class C shares) dated as of May 1, 2009, incorporated by reference to Exhibit (h)(7)(a) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(b) |
Expense Limitation Agreement for the Forward Emerging Markets Fund (Investor Class shares, Institutional Class shares, Class A shares and Class C shares) dated as of May 1, 2009, incorporated by reference to Exhibit (h)(7)(b) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(c) |
Expense Limitation Agreement for the Forward Legato Fund (Investor Class shares, Institutional Class shares, Class A shares and Class C shares) dated as of May 1, 2009, incorporated by reference to Exhibit (h)(7)(c) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(d) |
Expense Limitation Agreement for the Forward Large Cap Fund (Investor Class shares, Institutional Class shares, Class A shares and Class C shares) dated as of May 1, 2009, incorporated by reference to Exhibit (h)(7)(d) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(e) |
Expense Limitation Agreement for the Forward International Fixed Income Fund (Investor Class shares, Institutional Class shares, Class A shares and Class C shares) dated as of May 1, 2009, incorporated by reference to Exhibit (h)(7)(e) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(f) |
Expense Limitation Agreement for the Forward Long/Short Credit Analysis Fund (Investor Class shares, Institutional Class shares and Class C shares) dated as of May 1, 2009, incorporated by reference to Exhibit (h)(7)(f) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(g) |
Expense Limitation Agreement for the Forward Growth Fund (Investor Class shares) dated January 1, 2009, incorporated by reference to Exhibit (h)(7)(g) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
8
(h)(7)(h) |
Expense Limitation Agreement for the Forward Growth Fund (Institutional Class shares) dated January 1, 2009, incorporated by reference to Exhibit (h)(7)(h) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(i) |
Expense Limitation Agreement for the Forward Growth Fund (Class A shares) dated January 1, 2009, incorporated by reference to Exhibit (h)(7)(i) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(j) |
Expense Limitation Agreement for the Forward Growth Fund (Class C shares) dated January 1, 2009, incorporated by reference to Exhibit (h)(7)(j) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(k) |
Expense Limitation Agreement for the Forward Real Estate Fund (Investor Class shares, Institutional Class shares, Class A shares, Class B shares and Class C shares) dated as of May 1, 2009, incorporated by reference to Exhibit (h)(7)(k) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(7)(l) |
Form of Expense Limitation Agreement for the Forward Strategic Realty Fund (Investor Class shares, Institutional Class shares, Class A shares, Class B shares and Class C shares) dated as of June 12, 2009, incorporated by reference to Exhibit (h)(7)(l) to Post-Effective Amendment No. 62 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(h)(7)(m) |
Form of Expense Limitation Agreement for the Forward International Real Estate Fund (Investor Class shares, Institutional Class shares, Class A shares, Class B shares and Class C shares) dated as of June 12, 2009, incorporated by reference to Exhibit (h)(7)(m) to Post-Effective Amendment No. 62 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(h)(7)(n) |
Form of Expense Limitation Agreement for the Forward Global Infrastructure Fund (Investor Class shares, Institutional Class shares, Class A shares, Class B shares and Class C shares) dated as of June 12, 2009, incorporated by reference to Exhibit (h)(7)(n) to Post-Effective Amendment No. 62 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(h)(7)(o) |
Form of Expense Limitation Agreement for the Forward Select Income Fund (Investor Class shares, Institutional Class shares, Class A shares, Class B shares and Class C shares) dated as of June 12, 2009, incorporated by reference to Exhibit (h)(7)(o) to Post-Effective Amendment No. 62 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(h)(7)(p) |
Expense Limitation Agreement for the Forward Tactical Growth Fund (Investor Class shares, Institutional Class shares and Class C shares), to be filed by subsequent amendment. |
|
(h)(7)(q) |
Form of Advisory Fee Waiver Agreement between the Advisor and the Registrant in respect to the Allocation Funds effective May 1, 2009, incorporated by reference to Exhibit (h)(7)(l) to Post-Effective Amendment No. 50 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(h)(8) |
Compliance Support Services Agreement between the Registrant and the Advisor dated as of September 1, 2008, incorporated by reference to Exhibit (h)(8) to Post-Effective Amendment No. 50 to this Registration Statement filed with the Commission on October 17, 2008. |
|
(i) |
Legal Opinion of Dechert LLP as to legality of securities being registered, with respect to the Forward Tactical Growth Fund, to be filed by subsequent amendment. |
|
(j) |
Powers of Attorney, incorporated by reference to Exhibit (j) to Post-Effective Amendment No. 45 to this Registration Statement filed with the Commission on December 26, 2007. |
|
(k) |
Not Applicable. |
9
(l) |
Subscription Agreement between The HomeState Group and Forward Funds (formerly known as Emerald Mutual Funds), incorporated by reference to Exhibit (l)(3) to Post-Effective Amendment No. 26 to this Registration Statement filed with the Commission on February 28, 2005. |
|
(m)(1) |
Amended and Restated Distribution Services Agreement (Rule 12b-1 Plan) for Forward Growth Fund Class A Shares, incorporated by reference to Exhibit (m)(1) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(m)(2) |
Amended and Restated Distribution Services Agreement (Rule 12b-1 Plan) for Forward Banking and Finance Fund Class A Shares, incorporated by reference to Exhibit (m)(2) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(m)(3)(a) |
Distribution Plan pursuant to Rule 12b-1 for the Investor Class shares of each of the Accessor Frontier Markets Fund, the Accessor Strategic Alternatives Fund, the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Legato Fund, the Forward Long/Short Credit Analysis Fund, the Forward Emerging Markets Fund, the Forward International Equity Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Real Estate Fund, the Forward Large Cap Equity Fund, the Forward International Fixed Income Fund, the Forward HITR Fund, the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward Select Income Fund and the Forward Strategic Realty Fund, incorporated by reference to Exhibit (m)(3) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(m)(3)(b) |
Distribution Plan pursuant to Rule 12b-1 for the Investor Class shares of each of the Accessor Frontier Markets Fund, the Accessor Strategic Alternatives Fund, the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Legato Fund, the Forward Long/Short Credit Analysis Fund, the Forward Emerging Markets Fund, the Forward International Equity Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Real Estate Fund, the Forward Large Cap Equity Fund, the Forward International Fixed Income Fund, the Forward HITR Fund, the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward Select Income Fund, the Forward Strategic Realty Fund and the Forward Tactical Growth Fund, to be filed by subsequent amendment. |
|
(m)(4)(a) |
Distribution Plan pursuant to Rule 12b-1 for the Class A shares of each of the Accessor Frontier Markets Fund, Forward Emerging Markets Fund, Forward International Equity Fund, the Forward Long/Short Credit Analysis Fund, the Forward Real Estate Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Legato Fund, the Forward Large Cap Equity Fund and the Forward International Fixed Income Fund, the Forward HITR Fund the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward Select Income Fund and the Forward Strategic Realty Fund, incorporated by reference to Exhibit (m)(4) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(m)(4)(b) |
Distribution Plan pursuant to Rule 12b-1 for the Class A shares of each of the Accessor Frontier Markets Fund, Forward Emerging Markets Fund, Forward International Equity Fund, the Forward Long/Short Credit Analysis Fund, the Forward Real Estate Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Legato Fund, the Forward Large Cap Equity Fund and the Forward International Fixed Income Fund, the Forward HITR Fund the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward Select Income Fund and the Forward Strategic Realty Fund, to be filed by subsequent amendment. |
|
(m)(5) |
Distribution Plan pursuant to Rule 12b-1 for the Class B shares of each of the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward Real Estate Fund, Forward Select Income Fund and the Forward Strategic Realty Fund, incorporated by reference to Exhibit (m)(5) to Post-Effective Amendment No. 61 to this Registration Statement filed with the Commission on June 11, 2009. |
10
(m)(6)(a) |
Distribution Plan pursuant to Rule 12b-1 for the Class C shares of each of the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Legato Fund, the Forward Long/Short Credit Analysis Fund, the Forward Emerging Markets Fund, the Forward International Equity Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Real Estate Fund, the Forward Large Cap Equity Fund, the Forward International Fixed Income Fund, the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward Select Income Fund and the Forward Strategic Realty Fund, incorporated by reference to Exhibit (m)(6) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(m)(6)(b) |
Distribution Plan pursuant to Rule 12b-1 for the Class C shares of each of the Forward Growth Fund, the Forward Banking and Finance Fund, the Forward Legato Fund, the Forward Long/Short Credit Analysis Fund, the Forward Emerging Markets Fund, the Forward International Equity Fund, the Forward Small Cap Equity Fund, the Forward International Small Companies Fund, the Forward Real Estate Fund, the Forward Large Cap Equity Fund, the Forward International Fixed Income Fund, the Forward Global Infrastructure Fund, the Forward International Real Estate Fund, the Forward Select Income Fund, the Forward Strategic Realty Fund and the Forward Tactical Growth Fund, to be filed by subsequent amendment. |
|
(m)(7)(a) |
Distribution and Service Plan for A Class and C Class shares of each of the Accessor Growth Fund, the Accessor Value Fund, the Accessor Small To Mid Cap Fund, the Accessor International Equity Fund, the Accessor Investment Grade Fixed-Income Fund, the Accessor Mortgage Securities Fund, the Accessor High Yield Bond Fund, the Accessor U.S. Government Money Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Allocation Fund and the Accessor Aggressive Growth Allocation Fund, incorporated by reference to Exhibit (m)(7)(a) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(m)(7)(b) |
Amended Appendix A to the Distribution and Service Plan for A Class and C Class shares of each of the Accessor Growth Fund, the Accessor Value Fund, the Accessor Small To Mid Cap Fund, the Accessor International Equity Fund, the Accessor Investment Grade Fixed-Income Fund, the Accessor Mortgage Securities Fund, the Accessor High Yield Bond Fund, the Accessor U.S. Government Money Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Allocation Fund and the Accessor Aggressive Growth Allocation Fund, incorporated by reference to Exhibit (m)(7)(b) to Post-Effective Amendment No. 61 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(m)(7)(c) |
Distribution and Service Plan for Investor Class shares of each of the Accessor Growth Fund, the Accessor Value Fund, the Accessor Small To Mid Cap Fund, the Accessor International Equity Fund, the Accessor Investment Grade Fixed-Income Fund, the Accessor Mortgage Securities Fund, the Accessor High Yield Bond Fund, the Accessor U.S. Government Money Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Allocation Fund and the Accessor Aggressive Growth Allocation Fund, incorporated by reference to Exhibit (m)(7)(b) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(m)(7)(d) |
Amended Appendix A to the Distribution and Service Plan for Investor Class shares of each of the Accessor Growth Fund, the Accessor Value Fund, the Accessor Small To Mid Cap Fund, the Accessor International Equity Fund, the Accessor Investment Grade Fixed-Income Fund, the Accessor Mortgage Securities Fund, the Accessor High Yield Bond Fund, the Accessor U.S. Government Money Fund, the Accessor Income Allocation Fund, the Accessor Income & Growth Allocation Fund, the Accessor Balanced Allocation Fund, the Accessor Growth & Income Allocation Fund, the Accessor Growth Allocation Fund and the Accessor Aggressive Growth Allocation Fund, incorporated by reference to Exhibit (m)(7)(d) to Post-Effective Amendment No. 61 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(n)(1) |
Multiple Class Plan pursuant to Rule 18f-3, incorporated by reference to Exhibit (n) to Post-Effective Amendment No. 61 to this Registration Statement filed with the Commission on June 11, 2009. |
|
(n)(2) |
Multiple Class Plan pursuant to Rule 18f-3, to be filed by subsequent amendment. |
11
(o) |
Not applicable. |
|
(p)(1) |
Registrants Code of Ethics, incorporated by reference to Exhibit (p)(1) to Post-Effective Amendment No. 34 to this Registration Statement filed with the Commission on May 1, 2006. |
|
(p)(2) |
Code of Ethics of the Advisor, incorporated by reference to Exhibit (p)(2) to Post-Effective Amendment No. 47 to this Registration Statement filed with the Commission on April 29, 2008. |
|
(p)(3) |
Code of Ethics of Pictet Ltd. and Pictet Asset Management SA, incorporated by reference to Exhibit (p)(3) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(p)(4) |
Amended Code of Ethics of Hoover, incorporated by reference to Exhibit (p)(4) to Post-Effective Amendment No. 48 to this Registration Statement filed with the Commission on June 11, 2008. |
|
(p)(5) |
Code of Ethics of Uniplan, incorporated by reference to Exhibit (p)(6) to Post-Effective Amendment No. 30 to this Registration Statement filed with the Commission on June 29, 2005. |
|
(p)(6) |
Code of Ethics of Conestoga incorporated by reference to Exhibit (p)(7) to Post-Effective Amendment No. 30 to this Registration Statement filed with the Commission on June 29, 2005. |
|
(p)(7) |
Amended Code of Ethics of Netols, incorporated by reference to Exhibit (p)(7) to Post-Effective Amendment No. 41 to this Registration Statement filed with the Commission on July 16, 2007. |
|
(p)(8) |
Code of Ethics of Riverbridge, incorporated by reference to Exhibit (p)(8) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(p)(9) |
Amended Code of Ethics of EMFAT, incorporated by reference to Exhibit (p)(9) to Post-Effective Amendment No. 38 to this Registration Statement filed with the Commission on December 27, 2006. |
|
(p)(10) |
Code of Ethics of ALPS Distributors, incorporated by reference to Exhibit (p)(12) to Post-Effective Amendment No. 34 to this Registration Statement filed with the Commission on May 1, 2006. |
|
(p)(11) |
Code of Ethics of Cedar Ridge, incorporated by reference to Exhibit (p)(12) to Post-Effective Amendment No. 38 to this Registration Statement filed with the Commission on December 27, 2006. |
|
(p)(12) |
Code of Ethics of Piedmont, incorporated by reference to Exhibit (p)(7) to Post-Effective Amendment No. 41 to this Registration Statement filed with the Commission on July 16, 2007. |
|
(p)(13) |
Code of Ethics of Smith Asset, incorporated by reference to Exhibit (p)(13) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(p)(14) |
Code of Ethics of First Western Investment Management Inc., incorporated by reference to Exhibit (p)(14) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(p)(15) |
Code of Ethics of Pacific Investment Management Company LLC, incorporated by reference to Exhibit (p)(15) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(p)(16) |
Code of Ethics of Pennant Management, Inc., incorporated by reference to Exhibit (p)(16) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(p)(17) |
Code of Ethics of Blackrock Financial Management, Inc., incorporated by reference to Exhibit (p)(17) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
12
(p)(18) |
Code of Ethics of Los Angeles Capital Management and Equity Research, Inc., incorporated by reference to Exhibit (p)(18) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(p)(19) |
Code of Ethics of Acadian Asset Management LLC, incorporated by reference to Exhibit (p)(19) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(p)(20) |
Code of Ethics of SEI Investments Distribution Co., incorporated by reference to Exhibit (p)(20) to Post-Effective Amendment No. 49 to this Registration Statement filed with the Commission on August 25, 2008. |
|
(p)(21) |
Code of Ethics of Lazard Asset Management LLC, incorporated by reference to Exhibit (p)(21) to Post-Effective Amendment No. 60 to this Registration Statement filed with the Commission on April 30, 2009. |
|
(p)(22) |
Code of Ethics of Broadmark, to be filed by subsequent amendment. |
ITEM 24. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUNDS. |
Registrant is controlled by its Board of Trustees. Certain of Registrants trustees serve on the board of directors/trustees of certain other registered investment companies. (See Management of the Funds Trustees in Part B hereof.)
ITEM 25. | INDEMNIFICATION |
The Registrants Amended and Restated Declaration of Trust (Declaration of Trust), attached as Exhibit (a) to Post-Effective Amendment No. 40 to this Registration Statement, and Amended and Restated By-Laws, attached as Exhibit (b)(1) to Post-Effective Amendment No. 60 to this Registration Statement, provide among other things, that current and former trustees and officers who were or are a party, or are threatened to be made a party, to any proceeding or claim by reason of the fact that such person is or was a Trustee or officer of the Registrant, shall be indemnified against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (a) that his conduct was in the Registrants best interests and (b) in the case of a criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful; provided that, the trustees and officers of the Registrant shall not be entitled to indemnification or held harmless if such liabilities were a result of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such persons office, or in respect of any claim or proceeding as to which such person shall have been adjudicated by a court or other competent body to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the persons official capacity.
The Distribution Agreement between the Registrant and ALPS Distributors, with respect to the Forward Series of the Registrant, filed as Exhibit (e) to Post-Effective Amendment No. 32 to this Registration Statement, provides for indemnification of ALPS Distributors, its officers and directors and any person who controls ALPS Distributors.
The Distribution Agreement between the Registrant and SEI, with respect to the Accessor Series of the Registrant, filed as Exhibit (e)(2) to Post-Effective Amendment No. 49 to this Registration Statement, limits the liability of the Registrant to liabilities arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus(es), statement(s) of additional information, shareholder reports or other information filed or made public by the Fund (as amended from time to time) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act or any statute or the common law and by reason of its willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Agreement.
The Registrant has in effect a directors and officers liability policy covering specific types of errors and omissions.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to trustees, officers and controlling persons of the Registrant pursuant to such provisions of the Declaration of Trust, Underwriting Agreement, or statutes or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (SEC), such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any such action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the shares of the Registrant, the
13
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 26. | BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISORS |
Forward Management performs investment advisory services for Registrant. The directors and officers of Forward Management and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
J. Alan Reid, Jr., Chief Executive Officer |
ReFlow Management Co., LLC 433 California Street Suite 1100 San Francisco, CA 94104 |
August 2001 to present | Chief Executive Officer and Director, investment services company | |||
ReFlow Fund 433 California Street Suite 1100 San Francisco, CA 94104 |
2001 to present | Chief Executive Officer and Director, investment services company | ||||
Sutton Place Management 433 California Street Suite 1100 San Francisco, CA 94104 |
2001 to present | Chief Executive Officer, investment management company | ||||
Sutton Place Associates, LLC 433 California Street Suite 1100 San Francisco, CA 94104 |
2001 to present | Chief Executive Officer, investment services company | ||||
FISCOP, LLC 433 California Street, Suite 1010 San Francisco CA 94104 |
2001 to present | Chief Executive Officer | ||||
Broderick Management, LLC | 2001 to present | Chief Executive Officer, investment management company | ||||
FOLIOfn, Inc. 8000 Towers Crescent Drive Suite 1500 Vienna, VA 22182 |
2002 to present | Director, financial services company | ||||
Mary Curran, Chief Legal Officer |
ReFlow Management Co., LLC 433 California Street Suite 1100 San Francisco, CA 94104 |
June 2004 to present | Secretary, investment services company | |||
Judith M. Rosenberg, Chief Compliance Officer |
ReFlow Management Co., LLC 433 California Street Suite 1100 San Francisco, CA 94104 |
July 2005 August 2007 | Chief Compliance Officer, investment services company | |||
Gordon P. Getty, Chairman of the Board |
ReFlow Management Co., LLC 433 California Street Suite 1100 San Francisco, CA 94104 |
August 2001 to present | Chairman of the Board, investment services company |
14
Jeffrey P. Cusack, President |
Rex 101 California Street, Suite 1950 San Francisco, CA 94111 |
October 2005 to present | Managing Director, real estate finance company | |||
James J. Halligan, Director |
ReFlow Management Co., LLC 433 California Street Suite 1100 San Francisco, CA 94104 |
August 2001 to present | Director, investment services company | |||
William A. Prezant, Director |
Prezant & Mollath Attorneys at Law 6560 SW McCarran Blvd. Reno, NV 89509 |
1988 to present | Self-employed, law practice | |||
Torrey International Strategy Partners 505 Park Avenue 5th Fl. New York, NY 10022 |
November 2002 to present | Manager (Director), registered investment company | ||||
Torrey US Strategy Partners 505 Park Avenue 5th Fl. New York, NY 10022 |
September 2002 to present | Manager (Director), registered investment company | ||||
Strategic Hotels & Resorts 777 West Wacker, Suite 4600 Chicago, IL 60601 |
March 2006 to present | Director, Real Estate Investment Fund | ||||
MacGregor Golf Company 1000 Pecan Grove Drive Albany, GA 31701 |
December 2006 present | Director, golf equipment and apparel company | ||||
Toby Rosenblatt, Director |
Founders Investments Ltd. 3409 Pacific Avenue San Francisco, CA 94118 |
1999 to present | President, private investment company | |||
BlackRock Equity Liquidity Funds 40 E. 52nd Street New York, NY 10022 |
March 2005 to present | Director (independent), mutual funds | ||||
A.P. Pharma 123 Saginaw Drive Redwood City, CA 94063 |
1983 to present | Director, specialty pharmaceuticals company | ||||
Pharin Pharmaceuticals 123 Saginaw Drive Redwood City, CA 94063 |
1993 to present | Director, specialty pharmaceuticals company | ||||
Thomas E. Woodhouse, Director |
Minerva Office Management, Inc. 1325 Airmotive Way Suite 340 Reno, Nevada 89502 |
January 2002 to present | Trust Administrator, President; trust administration company |
15
Vallejo Investments, Inc. One Embarcadero Center Suite 1050 San Francisco, CA 94111 |
January 2002 to present | CEO, family office | ||||
ReFlow Management Co., LLC 433 California Street Suite 1100 San Francisco, CA 94104 |
August 2001 to present | Director, investment services company | ||||
David H. Chow, Director |
Torch Hill Investment Partners LLC 655 15th St. NW, Ste. 810 Washington, DC 20005 |
July 2007 to present | Vice-Chairman and Chief Investment Officer, private equity investment firm | |||
DanCourt Management LLC 1771 Post Road East, Suite 178 Westport, CT 06880 |
April 1999 to present | Chairman and Chief Executive Officer, strategy/management consulting firm | ||||
Van Eck Market Vectors ETF Trust 99 Park Avenue New York, NY 10016 |
May 2006 to present | Chairman of the Board of Trustees, exchange-traded fund complex | ||||
Jim ODonnell, Chief Administrative Officer | None | |||||
Norman Mains, Chief Risk Officer |
Greystone Research, Morgan Stanley 440 S. LaSalle Street Chicago, IL 60605 |
2001 to March 2009 | Chief Investment Officer, Executive Director, financial services company |
EMFAT performs investment advisory services for Registrant. The trustees and officers of EMFAT and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Kenneth Mertz President, CIO Portfolio Manager |
Emerald Advisers 1703 Oregon Pike Lancaster, PA 17601 |
Since January 1, 1992 | President, Portfolio Manager, Investment Adviser | |||
Edward Pohl, CFO Treasurer |
Emerald Advisers 1703 Oregon Pike Lancaster, PA 17601 |
Since June 1, 2001 | Chief Financial Officer, Chief Operating Officer, Investment Adviser | |||
Emerald Fixed Income Advisers 1703 Oregon Pike Lancaster, PA 17601 |
Since February 1, 2006 | Managing Director, Investment Adviser | ||||
Daniel Moyer Executive Vice President |
Emerald Advisers 1703 Oregon Pike Lancaster, PA 17601 |
Since October 1, 1992 | Executive Vice President, Managing Director, Investment Adviser | |||
James Meehan Chief Compliance Officer |
Emerald Advisers 1703 Oregon Pike Lancaster, PA 17601 |
Since May 1, 1999 | Chief Compliance Officer, Investment Adviser | |||
Emerald Fixed Income Advisers 1703 Oregon Pike Lancaster, PA 17601 |
Since February 1, 2006 | Chief Compliance Officer, Investment Adviser |
16
Stacy Sears |
Emerald Advisers 1703 Oregon Pike Lancaster, PA 17601 |
Since October 1, 1992 | Senior Vice President, Portfolio Manager, Investment Adviser |
Pictet Asset Management Limited performs investment advisory services for Registrant. The directors and officers of Pictet Asset Management Limited and their other business affiliations for the past two fiscal year are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Rod Hearn |
Pictet (London) Ltd Pictet Administration Services Ltd Pictet Asset Management Ltd
Worldwide SICAV 1, Boulevard Royal L-2449 LUXEMBOURG
Al Dar Islamic Fund, SICAV 1, Boulevard Royal L-2449 LUXEMBOURG |
ongoing | Director | |||
Nicholas Johnson | Pictet Asset Management Ltd | ongoing | Director | |||
NPJ Asset Management LLP 11-12 Tokenhouse Yard London, EC2R 7AS
Global Opportunities Fund Global Opportunities Master Fund Management Cayman Ltd |
Since May 8, 2007 | Director | ||||
Rolf Banz | Pictet Asset Management SA | ongoing | Director | |||
Gavin Sharpe |
Pictet (London) Ltd Pictet Administration Services Ltd Pictet Asset Management SA Pictet Asset Management Ltd Pictet Investment Company Limited |
ongoing | Chief Financial Officer and Director | |||
Renaud De Planta |
Pictet & Cie Pictet Asset Management SA Pictet Asset Management Ltd Pictet Canada L.P. Pictet Holding LLP |
ongoing | Chief Executive Officer, Director | |||
David Cawthrow |
Pictet Asset Management SA Pictet Asset Management Ltd Pictet Investment Company Limited |
Since June 27, 2005 | Chief Compliance Officer | |||
Christoph Lanter |
Pictet Asset Management SA
Pictet Asset Management Ltd |
ongoing |
Head of Business Development and Client Relations. Director |
|||
Richard Heelis | Pictet Asset Management Ltd | ongoing | Head of Equities, Director | |||
Sebastien Eisinger |
Pictet Asset Management SA Pictet Asset Management Ltd |
Since September 1, 2007 |
Head of Fixed Income Director |
17
Olivier Ginguene |
Pictet Asset Management SA Pictet Asset Management Ltd |
Since August 2005 | Head of Quantitative Investment Director |
Pictet Asset Management SA performs investment advisory services for Registrant. The directors and officers of Pictet Asset Management SA and their other business affiliations for the past two fiscal year are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Rolf Banz |
Pictet Asset Management SA Pictet Asset Management Ltd |
ongoing | Director Chief Investment Architect and Product Manager | |||
Gavin Sharpe |
Pictet (London) Ltd Pictet Administration Services Ltd Pictet Asset Management SA Pictet Asset Management Ltd Pictet Investment Company Limited |
ongoing | Director and Chief Financial Officer | |||
Renaud De Planta |
Pictet & Cie Pictet Asset Management SA Pictet Asset Management Ltd Pictet Canada L.P. Pictet Holding LLP |
ongoing | Partner, Chief Executive Officer and Director | |||
David Cawthrow |
Pictet Asset Management SA Pictet Asset Management Ltd Pictet Investment Company Limited |
Since June 27, 2005 | Chief Compliance Officer | |||
Marc Tonnerre | Pictet Asset Management SA | ongoing | Head of Compliance (Geneva) |
Hoover performs investment advisory services for Registrant. The directors and officers of Hoover and their business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Irene G. Hoover, CFA; Managing Member and Chief Investment Officer | None | |||||
Beverly Hoffmann, CFO and CCO | None | |||||
Stephen J. Cullen, Director of Market Analysis and Equity Trading | None | |||||
Nancy R. Rimington, Director of Client Service and Marketing | None | |||||
David Schneider, Associate Portfolio Manager and Senior Analyst | None | |||||
Jane M. Hecht, Director of Operations | None |
18
Forward Uniplan Advisors, Inc. performs investment advisory services for Registrant. The directors and officers of Forward Uniplan Advisors, Inc. and their business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Richard Imperiale President |
Uniplan Consulting, LLC | 1998 to present | Managing Director, real estate investment consulting company | |||
Inland Retail Real Estate Investment Trust | January 2002 to February 2007 | Chairman of the Board, Real Estate Investment Trust |
Netols Asset Management, Inc. performs investment advisory services for Registrant. The directors and officers of Netols Asset Management, Inc. and their business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Jeffrey W. Netols President and Portfolio Management |
None |
Riverbridge Partners, LLC performs investment advisory services for Registrant. The partners of Riverbridge Partners, LLC and their business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Mark Thompson Principal |
None | |||||
Rick Moulton Principal |
None | |||||
John Peyton Principal |
None | |||||
Robert Hensel Principal |
None | |||||
Philip Dobrzynski Principal |
None | |||||
Andrew Turner Principal |
None | |||||
Dana Feick Principal |
None |
19
Conestoga Capital Advisors, LLC performs investment advisory services for Registrant. The directors and officers of Conestoga Capital Advisors, LLC and their business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
William C. Martindale, Jr. Managing Partner |
None | |||||
W. Christopher Maxwell Managing Partner |
Maxwell Associates 20561 Rock Hall Avenue, Suite 6 Rock Hall, MD 21661 |
Since January 1, 1997 | Principal, Consulting Services, Consulting to Investment Management Firms | |||
Robert M. Mitchell Managing Partner |
None | |||||
Duane R. DOrazio Managing Partner |
None | |||||
Mark S. Clewett Director - Institutional Sales and Client Service |
Delaware Investments 1 Commerce Square Philadelphia, PA 19103 |
January 1, 1997 December 31, 2005 |
Senior Vice President, Institutional Sales, Investment Management |
Piedmont Investment Advisors, LLC performs investment advisory services for Registrant. The directors and officers of Piedmont and their business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Isaac H. Green, President | None | |||||
Bert Collins |
North Carolina Mutual Life Insurance Company 411 West Chapel Hill Street Durham, NC 27701 |
12/31/04 present | Chairman, Board Member, Insurance Business | |||
Dawn Alston Paige, Sr. V.P. Piedmont |
None | |||||
Andrew Silton |
AMS Financial Consulting Services, LLC 301 Highgrove Drive Chapel Hill, NC 27516 |
02/05 present | President, Board Member, Consulting Services | |||
Victor Hymes |
Legato Capital Management, LLC 433 California Street, 11 th Floor San Francisco, CA 94104 |
02/28/07 present | President, Board Member, Strategic Advisory Services | |||
Charles L. Curry, Sr. V.P. Piedmont |
None | |||||
Sumali Sanyal, Sr. V.P. Piedmont |
None |
20
Zaid Abdul-Aleem, V.P. Piedmont |
None | |||||
Clarissa Parker, V.P. Piedmont |
None | |||||
Della-Hood Laster, V. P. Piedmont |
None | |||||
Dina Falzon, V.P. Piedmont |
None | |||||
Marion P. White, V.P. Piedmont |
None | |||||
Tonita F. Lipscomb, S.V.P. Piedmont |
None |
Cedar Ridge Partners, LLC performs investment advisory services for Registrant. The partners of Cedar Ridge and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Alan E. Hart, Managing Partner | None | |||||
Guy J. Benstead, Partner | None | |||||
Jeffery M. Hudson, Partner | None |
Broadmark performs investment advisory services for Registrant. The trustees and officers of Broadmark and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Daniel J. Barnett Chairman |
Revere Capital Advisors, LLC 12 East 52nd Street, 3rd Floor New York, NY 10022 |
06/2007 to present | CEO Hedge Fund Platform | |||
Briarcliff Capital Corp. 12 East 52nd Street, 3rd Floor New York, NY 10022 |
05/2009 to present | Chairman and Director Broker Dealer | ||||
Briarcliff Capital Corp. 12 East 52nd Street, 3rd Floor New York, NY 10022 |
06/2009 to present | Registered Rep Broker Dealer | ||||
Jesup Lamont, Inc. 650 Fifth Avenue, 3rd Floor New York, NY 10019 |
01/2007 to 12/2008 | Registered Rep Broker Dealer |
21
Broadmark Futures Fund, Ltd c/o ISIS Fund Services Ltd. Penboss Building 50 Parliament Street Hamilton HM 12 Bermuda |
01/2007 to present | Director Offshore Hedge Fund | ||||
Broadmark Value Hedged OFFSHORE Ltd. c/o ISIS Fund Services Ltd. Penboss Building 50 Parliament Street Hamilton HM 12 Bermuda |
01/2007 to present | Director Offshore Hedge Fund | ||||
Christopher J. Guptill CEO and Chief Investment Officer |
None | |||||
Jerome Crown CFO |
Revere Capital Advisors LLC 12 East 52nd Street, 3rd Floor New York, NY 10022 |
06/2007 to present | CFO and Director Hedge Fund Platform | |||
Briarcliff Capital Corp. 12 East 52nd Street, 3rd Floor New York, NY 10022 |
5/2009 to present | CFO and Director Broker Dealer | ||||
Paul A. Wolter Chief Operating Officer |
Treflie Capital Management LLC 35 Ezekills Hollow Sag Harbor, NY 11963 |
4/2007- 3/2009 | Director of Research and Operations. Fund of Funds Investment Manager | |||
Briarcliff Capital Corp. 12 East 52nd Street, 3rd Floor New York, NY 10022 |
5/2009 to present | Director Broker Dealer | ||||
Revere Capital Advisors LLC 12 East 52nd Street, 3rd Floor New York, NY 10022 |
7/2009 to present | Chief Operating Officer Hedge Fund Platform |
22
Smith Asset Management, L.P. performs investment advisory services for Registrant. The directors, officers or partners of Smith and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Stephen S. Smith, Founder & Chief Executive Officer | None | |||||
John D. Brim, CCO | None | |||||
Travis J. Briggs, Director of Marketing | None | |||||
Royce W. Medlin, Senior Portfolio Manager | None |
First Western Investment Management Inc. performs investment advisory services for Registrant. The directors and officers of First Western and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement,
|
|||
Scott Wylie, Chief Executive Officer, President & Director |
First Western Financial, Inc. 1200 Seventeenth Street, Suite 2650 Denver, CO 80202 |
ongoing | Chairman & Chief Executive Officer | |||
Warren Olsen, Chairman & Chief Investment Officer |
First Western Financial, Inc. 1200 Seventeenth Street, Suite 2650 Denver, CO 80202 |
ongoing | Chief Investment Officer | |||
Hudson Mead, Managing Director |
First Western Financial, Inc. 1200 Seventeenth Street, Suite 2650 Denver, CO 80202 |
ongoing | Senior Trust Officer | |||
Karen Post, Managing Director |
First Western Financial, Inc. 1200 Seventeenth Street, Suite 2650 Denver, CO 80202 |
ongoing | Vice President | |||
Julie Courkamp, Treasurer & Controller | None | |||||
Ryan Trigg, Corporate Secretary |
First Western Financial, Inc. 1200 Seventeenth Street, Suite 2650 Denver, CO 80202 |
ongoing | Director of Finance & Corporate Secretary | |||
Karen Garcia, Chief Compliance Officer |
First Western Financial, Inc. 1200 Seventeenth Street, Suite 2650 Denver, CO 80202 |
ongoing | Director of Trust Operations and Technology |
23
Pacific Investment Management Company LLC performs investment advisory services for Registrant. The directors, officers and partners of PIMCO and their other business affiliations for the past two fiscal years are:
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Arnold, Tammie J. | Head, Global Retail Distr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Baker, Brian P. | Account Manager | PIMCO Hong Kong | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Balls, Andrew Thomas | Head, Euro Portfolio Mgmt | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Benz II,William R. | Head of PIMCO EMEA | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Bhansali,Vineer | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Callin, Sabrina C. | StocksPLUS Product Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Cupps, Wendy W. | Head, Product Management | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Dawson, Craig A. | Head, Prod Mgmt-Europe | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Dialynas, Chris P. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
El-Erian, Mohamed A. | CEO & Co-CIO | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Flattum, David C. | General Counsel | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Gross, William H. | Founder, CIO-Sr Port Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Harris, Brent Richard | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | ||||||
Hodge, Douglas M. | Director, Asia Pacific | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Holden, Brent L. | Co-Hd of US Acct Mgmt | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Ivascyn, Daniel J. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Jacobs IV, Lew W. | Head of Talent Management | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Kiesel, Mark R. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director |
24
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Lown, David C. | Technology & Operations | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Mather, Scott A. | Head, PM Global Desk | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
McCulley, Paul A. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
McDevitt, Joseph V. | Head, PIMCO Europe | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Mewbourne, Curtis A. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Muzzy, James Frederic | Founder, Head, Bus Dev US | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Otterbein, Thomas J. | Co-Hd of US Acct Mgmt | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Powers, William C. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Ravano, Emanuele | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | ||||||
Schmider, Ernest L. | Head of Funds Admin | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Short, Jonathan D. | Head, Inst Bus Dev | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Simon, W Scott | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Takano, Makoto | President of PIMCO Japan | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Weil, Richard M. | Chief Operating Officer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Worah, Mihir P. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Zhu, Changhong | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Managing Director | |||||
Amey, Mike | Portfolio Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Anderson, Joshua M. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP |
25
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Andrews, David S. | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Beaumont, Stephen B. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Bishop, Gregory A. | Financial Inter Group | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Blau, Volker | Head Insurance | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Bodereau, Philippe | Credit Analyst | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Bosomworth, Andrew | Head Munich Port Mgmt | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Bridwell, Jennifer S | Mortgage Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Brittain, WH Bruce | Structured Product Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Clarida, Richard H | Global Strategic Advisor | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Conseil, Cyrille R. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Cummings, John B. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Dada, Suhail H. | Head, Middle East Bus Dev | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Davies, Mark John | Global Head, Risk Mgmt | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
De Leon, William G. | EVP, Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Devlin, Edward | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Durham, Jennifer E. | Chief Compliance Officer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Fisher III, David N. | Global Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Foong, Hock Meng | Acct Mgr / Office Head | PIMCO Asia Pte Ltd | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP |
26
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Fournier, Joseph A. | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Fuhrmann, Dorothee J. | Product Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Fluor III, Richard F. | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Gleason, George Steven | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Gomez, Michael A. | Emerging Market Port Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Graham, Stuart Thomson | Head, PIMCO Canada | PIMCO Canada | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Greer, Robert J. | Real Return Product Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Hally, Gordon C. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Hardaway, John P. | Mgr, Mut Funds Operations | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Harumi, Kazunori | Client Svcs - Pension | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Holloway Jr., Dwight F. | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Hudoff, Mark T. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
King, Stephanie Lorraine | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Lehavi, Yanay | Senior Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Lettich, Bruno Joseph | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Louanges, Matthieu | Head, Port. Business Mgmt | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Masanao, Tomoya | Portfolio Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
McCray, Mark V. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP |
27
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Mead, Robert | Portfolio Manager | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Miller, John M. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Millimet, Scott A. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Minaki, Haruki | Head Legal, Japan | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Mogelof, Eric J. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Monson, Kristen S. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Moore, James F. | Product Mgr, Pension Spec | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Morena, Robert | Head, Inst Bus Dev NY | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Murata, Alfred T. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Okun, Eric Alan | Senior Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Ong, Arthur Y.D. | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Ongaro, Douglas J. | Head, Fin Inter Group | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Osses, Guillermo Ariel | Emerging Market Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Ozeki, Koyo | Hd, Asian Credit Research | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Parikh, Saumil H. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Park, Jung | Business Development | PIMCO Hong Kong | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Paulson, Bradley W. | Head Global Legal/Compl. | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Philipp, Elizabeth M. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP |
28
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Porterfield, Mark J. | Media & Public Relations | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Posch, Brigitte | Portfolio Manager, EM | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Rodosky, Stephen A. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Ruthen, Seth R. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Sargent, Jeffrey M. | Chief Admin. Officer EMEA | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Schneider, Jerome M | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Spajic, Luke Drago | Head - Pan Euro Credit PM | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Stracke, Thibault C. | Co-Head - Credit Research | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Streiff, Thomas F. | Product Mgr, Retirement | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Strelow, Peter G | Mgr, Mutual Funds Admin | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Taborsky, Mark A. | Product Manager, AA | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Tarman, Daniel I | Head of Mktg Communctns | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Toloui-Tehrani, Ramin | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Tournier, Eve Anne Celine | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Tyson, Richard E. | Senior Operations Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
van Heel, Marc | Head, Bus Dev NLD/BEL | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Ward, Jim | Head of Human Resources | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Wilson, John F. | Head, Bus Dev Australia | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP |
29
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Wilson, Susan L. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Witt, Frank | Head, Bus Dev DEU/AUT | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Wood, George H. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Young, Robert O. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Yu, Cheng-Yuan | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Executive VP | |||||
Afrasiabi, Mark Saied | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Ahto, Laura A. | Head- Ops,Admin,Euro Funds | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Anctil, Stacie D. | Pricing Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Arora, Amit | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Baburek, Daniel | Portfolio Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Beck, Lee Davison | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Berman, Scott Michael | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Berndt, Andreas | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Blair, David James | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Blomenkamp, Felix | Head ABS | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Blute, Ryan Patrick | Product Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Bradshaw, Myles Emmerson Charles | Portfolio Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Broadwater, Kevin M. | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President |
30
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Brown, Erik C. | Tax Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Bui, Giang H. | Structured Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Burns, Michael A. | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Carnachan, Robert Scott | Asia Ex-Jpn Legal Counsel | PIMCO Hong Kong | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Cavalieri, John R. | Product Mgr, Real Return | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Chen, Wing-Harn | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Colter Jr., Eugene Maynard | Head, Messaging & Content | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Cressy, Jonathan B. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Damodaran, Kumaran K | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Darling, James | Account Manager | PIMCO Canada | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Dorff, David J. | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Dorrian, Peter G. | Head, Remarketing | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Eedes, Linda | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Emons, Ben | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Feeny, Martin E. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Ferber, Steven Ellis | DC Channel, Business Dev. | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Fields, Robert A. | Muni Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Fisher, Marcellus M. | Manager, Trade Support | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President |
31
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Foxall, Julian | Portfolio Manager | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Frisch, Ursula T. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Gandolfi, Alessandro | Head, Bus Dev Italy | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Garbuzov, Yuri P. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Getter, Christopher T. | Product Manager, EM | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Giurlani, Gian Luca | European Re-Marketing | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Grabar, Gregory S. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Griffiths, John Lawrence | Head of Business Dev - UK | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Gross, Jared B. | Product Manager, LDI | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Gupta, Sachin | Portfolio Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Gupta, Shailesh | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Hasegawa, Tamotsu | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Hastings, Arthur J. | Compliance Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Hayes, Ray C. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Heimann, Ilan | Product Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Helsing, Jeffrey | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Horne, Jonathan Lane | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Hu, Gang | Portfolio Manager, TIPS | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President |
32
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Hughes, Mark Alan | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Hyman, Daniel Herbert | Portfolio Mgr, ABS-MBS | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Jann, Juergen | Co-Head Munich Gbl Desk | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Johnson, Nicholas J | Commodity Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Katz, Ulrich | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Keck, Andreas | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Kelly, Benjamin Marcus | Account Manager | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
King Jr., John Stephen | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Kirkbaumer, Steven P. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Komatsu, Mitsuaki | Head of Compliance | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Korinke, Kimberley Grace | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Korinke, Ryan Patrick | Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Kressin, Thomas | Co-Head Munich Gbl Desk | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Kuhner, Kevin D. | Institutional Direct Mktr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Lackey, Warren M. | Director, Communications | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Larsen, Henrik P. | Mgr Fund Administration | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
LeBrun Jr., Richard R. | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Li, Ji | MBS/ABS Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President |
33
Name |
Title |
Name of Other Business Connections |
Principal Business
|
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Lian, Chia Liang | EM Portfolio Manager | PIMCO Asia Pte Ltd | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Linke, Gordon F. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Loh, John J. | Mgr, Risk Operations | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Lopez, Rafael A. | Head Operations, AsiaPac | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Ludwig, Steven Charles | Senior Compliance Officer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Mak, Richard | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Martel, Rene | Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Martin, Scott W. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Meggers, Julie Ann | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Meyn, Cynthia Louise | Senior Operations Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Miller Jr., Kendall P. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Milo, Davida J. | CRM Platform Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Mitchell, Gail | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Mukherji, Raja | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Mulcahy, Matthew J. | Portfolio Manager | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Nambimadom, Ramakrishnan S. | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Nest, Matthew J. | Account Manager | PIMCO Hong Kong | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Nicholls, Steven B. | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President |
34
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Nieves, Roger O. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
OConnell, Gillian | Manager of Operations | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Okamura, Shigeki | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Osborne, Simon Timothy | Trade Compliance | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Pagani, Lorenzo P. | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Perez, Keith | Senior Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Phillipson, Daniel | Product Manager | PELM | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Pimentel, Rudolph | Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Pittman, David J. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Potthof, Axel | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Prasad, Krishna | Product Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Putyatin, Vladyslav | Portfolio Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Qu, Wendong | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Reimer, Ronald M. | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Reisz, Paul W. | ST/Stable Value Prod Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Repoulis, Yiannis | Account Manager | PELM | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Rice, Thomas Edmund | European Legal Counsel | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Rollins, Melody | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President |
35
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Romano, Mark A. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Schaus, Stacy Leigh | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Schulist, Stephen O. | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Schwetz, Myckola | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Sejima, Toru | Acct Mgr, Clnt Svcs-Pens | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Senne, Verena | L&C Officer | PELM | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Shaw, Matthew D. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Skobtsov, Ivan | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Smith, Kenton Todd | ABS/MBS Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Sonner, Michael | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Spalding, Scott M. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Springer, Jeffrey | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Stack, Candice Elizabeth | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Staub, Christian Martin | Head, PIMCO Switzerland | PIMCO Switzerland LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Steele, Scott Patrick | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Strauch, Joel Edward | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Theodore, Kyle J. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Thompson, Michael Frazier | Co-Head, Euro Remarketing | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President |
36
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Thurston, Powell C. | Structured Product Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Trevithick, Natalie | Invest Grade Corp Trader | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Tsubota, Shiro | Client Servicing | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Vallarta-Jordal, Maria-Theresa F. | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
van Akkeren, Marco | Portfolio Manager ABS-MBS | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
van Bezooijen, Jeroen Teunis Steven | Product Manager, LDI | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
van Zoelen, Henk Jan | Account Mgr | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Viana, David | Intl Compliance Officer | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Wada, Hiromi | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Walker, Trent W. | Financial Reporting Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Watchorn, Michael C. | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
White, Timothy C. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Whitton, Bransby M. | Account Manager | PIMCO Asia Pte Ltd | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Wild, Christian | Credit Research Analyst | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Wilner, Mitchell W. | High Yield Trader | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Yamamoto, Shinichi | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Sr. Vice President | |||||
Abdikeev, Tamerlan | Manager, Bus Dev | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Adatia, Tina | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
37
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Agredano, Carlos | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Akerberg, Oskar | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Allamanis, Georgios | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Althof, Michael | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ananthanarayanan, Mangala V | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Anochie, Kwame A. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Asay, Susan | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Avancini, Joerg | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Bansal, Sharad | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Barnes, Donna E. | FINRA Prin & Compl Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Beard, Christopher | Manager, Compliance | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Benson, Sandra M. | Sr. Corporate Paralegal | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ben-Zvi, Kfir Naftali | Portfolio Pricing Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Bertolo, Matteo | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Bierman, Dave H. | Software Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Boehm, Timo | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Bolton, Laurence Edwin | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Boyd, C Robert | Senior Structure Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
38
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Brandl, Michael | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Brenner, Matthew H. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Brons, Jelle | Trading Associate | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Brune, Christopher P. | Risk Oversight Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Burdian, Michael R. | Port Assoc, Collateral | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Burns, Robert | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Byer, Jeffrey Alan | Fund Development | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Caltagirone, Christopher | Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Cantrill, Elizabeth Davis | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Cheng, Audrey Lee | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Chin, Tracy | Credit Analyst | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Chipp, William | Global Service Liaison | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Chopra, Amit | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Clark, Raymond Matthew | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Clarke, James Robert | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Colasuonno, Richard T. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Cooke, Anthony H. | Software Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Cornelius, Darryl Paul | Product Specialist | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
39
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of
Description of Business |
|||||
Cortes Gonzalez, Ana | Portfolio Manager, ABS | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Cumby III, William Sylvester | Portfolio Manager ABS-MBS | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Dahlhoff, Juergen | Credit Research Analyst | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Danielsen, Birgitte | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Das, Aniruddha | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
David, Evan Allen | Software Development Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
De Bellis, Mary | Dom Trade Asst Supervisor | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
De Lorenzo, Nicola A. | Business Mgt Associate | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Dilek, Burcin | Head Trade Support | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Dittrich, Hanno | Head of ACE Compliance | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Dombrovsky, Anton | Product Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Dorsten, Matthew P. | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Dugan, Travis J. | Money Market Specialist | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Dutta, Manish | Senior Software Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Edler, Vernon | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Edwards, Ben Matthew | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ellis, Edward L. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Eltz, Antoinette | Product Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
40
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
England, Jason S. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Estep, Bret W. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Evans, Stefanie D. | Sr Mortgage Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Fan, Derek Chung Lee | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Fends, Melissa A. | Contracts Admin Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Finkenzeller, Thomas | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Forsyth, Andrew C. | Head, Bus Dev Canada | PIMCO Canada | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Fowler, Ellen | Executive Assistant | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Froehlich, Frank | Compliance Officer | PELM | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Furusho, Hiroaki | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Galli, Leandro Jose | Trading Associate | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Garnett, Andrew David | Regulatory Compliance Mgr | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ghosh, Sharad | Account Manager | PIMCO Asia Pte Ltd | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Gibson, Thomas C. | AIMR Compl Audit Spec | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Gingrich, Robert M | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Gould, Linda J | Fee Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Grady, Myrrha H. | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Graves, Zoya Schoenholtz | Global Strategic Mktg&Ad | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
41
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Gruben, Kristin Lynn | Compliance Officer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Grzesik, Marco | Head, Bus Dev France | PELM | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Gu, Haidi | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Haaf, Tim | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Haeckl, Tanja | VP, Head Cash Desk | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Hagmeier, William Robert | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Hauschild, Matthew Richard | Senior Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Heravi, Kaveh Christian | Technology Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Herlan, Hans Joerg | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Hockswender III, Thomas R. | Senior Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Hsiang, Hwa-Ming | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ing, Terrence Liu | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Jacobs, Brian Harold | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Jelenz King, Silvia | Financial Writer | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Johnson, Eric D | Mutual Fund Admin | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Johnson, Kelly | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Jones, Jeff | Learning/Ldrshp Dvlpment | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Jones, Steven L. | Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
42
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Jordan, Daniel V. | Fin Business Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kakuchi, Tadashi | Portfolio Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kam, Damien Joseph | Senior Software Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Karpov, Natalie | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kavafyan, Constance | Acct Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kellerhals, Philipp | Head Quant Strategies | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kersman, Alec | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kezelman, Jason M. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kim, Aaron Hyun | Derivatives Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kim, Lisa | Product Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kingston, Rafer Alexander | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kirkowski, John Jeffrey | Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kishimoto, Yayoi | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kohari, Chisato | Credit Analyst | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Komatsu, Hugo | Manager, Middle Ofc & Ops | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kuehne, Stefan | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Kumar, Mukund | Sr Developer/Fin Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Lang, Eddie F | Strategic Ops Project Mgr | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
43
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Lee, Alvin Lip Sin | Mgr, Compliance & Acctg | PIMCO Asia Pte Ltd | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Lee, Robert Ru-Bor | Senior Software Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Leong, Chon-Ian | Alternatives | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Leong, Foong Ching | Funds Admin Manager | PIMCO Asia Pte Ltd | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Li, Li | Account Manager | PIMCO Hong Kong | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Lilly III, Frederick Vivan | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Linder, Astrid | Product Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Liwski, Michael V. | Mgr, Client Report & Pres | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Lofdahl, Christopher F. | Executive Office Team | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Loh, Cynthia Elizabeth Yue-Ling | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Long, Hui | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Lopez, Joy Lynn | Tax Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Loriferne, Matthieu Hubert Felix | Credit Analyst | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Love, David Bernard | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Lowe, Erika Hayflick | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Mandy, Alain | Mgr, Cust, Acct & Fin Rep | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Manseau Guerdat, Chantal Marie Helene | Account Manager | PIMCO Canada Mgmt | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Martini, Nadege | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
44
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Mayershofer, Veronika | Portfolio Associate | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Mazzocchi, Bettina Ester Florette | Re Marketing Account Mgr | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
McCann, Patrick Murphy | Global Operations | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Merz, Frederic | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Metsch, Mark E. | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Micali, Carlo | Account Manager | PELM | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Mierau, Kristion T. | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Mieth, Roland | Portfolio Manager, EM | PIMCO Asia Pte Ltd | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Mittal, Mohit | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Moeljanto, Lanny H. | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Molloy, Carol | Account Manager | PIMCO Australia Pty. Ltd. | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Morrison, John Edward | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Muehlethaler, Jeffrey Charles | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Murano, Yuko | HR Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Nabors, Robin | Sr. HR Generalist | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ng, Albert K. | Senior Programmer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Nguyen, Tommy D. | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Nojima, Sachiko | Manager, Operations | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
45
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Norris, John F. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Nunziata, Cristina | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Okuma, Sachiko | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Olazabal, Joshua A | Executive Office Team | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Oliva, Jennifer Lynn | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ollenburger, Loren P. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Otterbein, Marie S. | Spvsr Producer Group | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Padmanabhan, Lalantika | Structured Credit Assoc | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Parikh, Bijal Y. | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Pejavar, Sheila M. | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Perez, Iohan | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Pont, Nicholas James | Remarketing Acct Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Price, Rosamond Jane | Remarketing Acct Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Pricer, Jesse L. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Putnicki, Matthew S | Global Product Associate | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Qiao, Yi | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Qiu, Ying | Portfolio Manager, ABS-MBS | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Rahari, Pierre-Yves | Manager, Shareholder Svcs | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
46
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Rahman, Lupin | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ratner, Joshua D. | Attorney | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Reimer, Danelle J. | Trading Floor Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Riendeau, Kevin | Business Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Rogers, William A. | Structured Products Serv | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Ronnie, Stephen | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Rowe, Cathy T. | Administrative Port Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Rudolph, Lynn | Sr. HR Generalist | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Sakane, Yoshiyuki | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Salastekar, Deepa A | ABS/MBS Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Scherzinger, Marion | Credit Research Analyst | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Schnatterer, Monika | Portfolio Associate | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Schuetz, Patricia Ann | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Schultes, Adrian O. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Schwab, Gerlinde | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Schwab, Stephen D. | Head of DC Sales Support | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Scibisz, Iwona E. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Scorah, Ian | Legal Counsel | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
47
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Seksaria, Rahul M. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Sesay, Therenah | Mgr Account Associate | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Shah, Sapna Kiran | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Sheehy, Erica H. | Compliance | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Shepherd, Julie M. | Manager, AM Support | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Shiroyama, Taro | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Singal, Alka | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Somersan-Coqui, Aylin | Account Manager | PELM | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Soto, Alyssa Michele | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Spandri, Tobias | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Spicijaric, Jennifer N. | Cash Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Stauffer, Christina | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Stravato, Richard | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Struc, Alexandru | Portfolio Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Sun, Hao | Account Manager | PIMCO Hong Kong | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Suo, Yuanyuan | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Suskind, Donald W. | Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Takeuchi, Ichiro | Account Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
48
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Takizuka, Hikaru | Compliance Manager | PIMCO Japan Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Tam, Joe | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Taro, Maryam | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Telish, Christine M. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Terry, Michael A. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Tersin, Dominique | Trade Assistant | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
To, Steven P. | Software Development Mgr | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Tomlinson, Brian | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Traber, Eva-Maria | Portfolio Associate | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Tran, Loc Khanh | Sr Database Administrator | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Tredwell, Alonzo S. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Trovato, Michael J. | Account Mgr., Middle East | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Tse, Koonnang Colin | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Tzemach, Yael Gayle | EM Product Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Upadhyay, Nishant | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Vames, Steven D. | Writer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Van De Zilver, Peter A. | Financial Engineer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Veit, Konstantin | Trading Associate | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
49
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Velasco, Christine Ann | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Velicer, Erik A. | Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
von der Linden, Greg | VP Staffing | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Walenbergh, Mark | Account Manager | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Walsh, Lauren Rita | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Walther, Kasten | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Warner IV, Hansford B. | Credit Structure Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Watford, Charles | Credit Research Analyst | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Weinberger, Michele Deborah | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Wendler IV, Paul Frederick | Middle Office Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Werber, Keith Adam | Cash Desk Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Whitewolf, Lance E. | Funds Statistics | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Wildermuth, Paul T. | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Wildforster, Kai | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Williams III, Charles A | Office Services & Support | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Williams, Jason A. | Trader | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Winters, Kevin Michael | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Wittkop, Andrew T. | Portfolio Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
50
Name |
Title |
Name of Other Business Connections |
Principal Business Address |
Dates |
Title, Capacity of Engagement, Description of Business |
|||||
Wolf, Greggory S. | Shareholder Svcs Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Wong, Tammy Nguyen | CRM Functional Lead | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Xu, Jianghua | Senior Software Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Yang, Jing | Structured Credit Assoc | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Yasnov, Vadim Igorevich | Financial Engr/Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Yildiz, Sadettin | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Yip, Jonathan | Credit Analyst | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Yoon, Kenneth G. | Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Yu, Anna W. | Account Manager | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Yu, Walter | Senior Software Developer | Pacific Investment Mgt Co. LLC | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Zerner, Mary Alice | Head of Mktg Comm | PIMCO Europe Limited | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President | |||||
Zhang, Ji Sheng | Portfolio Manager | Germany Fixed Income | 840 Newport Center Drive Newport Beach, CA 92660 | ongoing | Vice President |
Pennant Management, Inc. performs investment advisory services for Registrant. The directors and officers of Pennant and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement, Description of Business |
|||
Roger Weston, Vice Chairman |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Chairman | |||
Blackwell Partners LLC | ongoing | Manager | ||||
Todd Johnson, Chairman |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Vice Chairman | |||
ALJ Family Limited Partnership | ongoing | Manager | ||||
PB Properties LLC | ongoing | Manager |
51
Michael Welgat, Executive Vice President & Director |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Chief Executive Officer, President & Director | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Chief Executive Officer, President & Chairman | ||||
Salem Trust Co., Tampa, FL |
ongoing | Executive Vice President & Chairman | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Chairman | ||||
Waretech, Inc., Chesterton, IN |
ongoing | Chairman | ||||
Mark Elste, President, Chief Executive Officer, Chief Investment Officer & Director, Risk Management Officer, Treasurer |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Executive Vice President, Chief Investment Officer, Chief Operating Officer & Director | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Executive Vice President, Chief Investment Officer, Chief Operating Officer & Vice Chairman | ||||
Salem Trust Co., Tampa, FL |
ongoing | Executive Vice President, Chief Investment Officer & Vice Chairman | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Chief Executive Officer & Vice Chairman | ||||
Waretech, Inc., Chesterton, IN |
ongoing | Vice Chairman | ||||
Brad Rinsem, Risk Management Officer & Secretary, Executive Vice President |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Executive Vice President | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Executive Vice President | ||||
Salem Trust Co., Tampa, FL |
ongoing | Chief Executive Officer, President, Chief Operating Officer | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Executive Vice President | ||||
Gregory Beard, Senior Vice President |
GreatBanc Trust Co., Lisle, IL |
ongoing | Senior Vice President | |||
Salem Trust Co., Tampa, FL |
ongoing | Senior Vice President | ||||
John Culhane, Senior Vice President |
GreatBanc Trust Co., Lisle, IL |
ongoing | Senior Vice President | |||
Salem Trust Co., Tampa, FL |
ongoing | Senior Vice President |
52
Pam Dix, Senior Vice President |
GreatBanc Trust Co., Lisle, IL |
ongoing | Senior Vice President | |||
Salem Trust Co., Tampa, FL |
ongoing | Senior Vice President | ||||
James Habanek, Senior Vice President |
GreatBanc Trust Co., Lisle, IL |
ongoing | Senior Vice President | |||
Salem Trust Co., Tampa, FL |
ongoing | Senior Vice President | ||||
Linda Jelinek, Senior Vice President, Director of Human Resources & Assistant Treasurer, Assistant Secretary |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Senior Vice President, Director of Human Resources & Assistant Treasurer, Assistant Secretary | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Senior Vice President, Director of Human Resources & Assistant Treasurer, Assistant Secretary | ||||
Salem Trust Co., Tampa, FL |
ongoing | Senior Vice President, Director of Human Resources & Assistant Treasurer, Assistant Secretary | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Senior Vice President, Director of Human Resources & Assistant Treasurer, Assistant Secretary | ||||
Waretech, Inc., Chesterton, IN |
ongoing | Senior Vice President, Director of Human Resources & Assistant Treasurer, Assistant Secretary | ||||
Jay Kaun, Executive Vice President, Chief Operating Officer |
GreatBanc Trust Co., Lisle, IL |
ongoing | Senior Vice President & Treasurer | |||
Salem Trust Co., Tampa, FL |
ongoing | Senior Vice President & Treasurer | ||||
Mary Krause, Director of Internal Audit |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Director of Internal Audit | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Director of Internal Audit | ||||
Salem Trust Co., Tampa, FL |
ongoing | Director of Internal Audit | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Director of Internal Audit | ||||
Waretech, Inc., Chesterton, IN |
ongoing | Director of Internal Audit | ||||
Lauren McAfee, Legal & Compliance Officer, Internal Anti-Money Laundering Program Coordinator, Information Security Program Administrator & Assistant Secretary |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Legal & Compliance Officer, Internal Anti-Money Laundering Program Coordinator, Information Security Program Administrator & Secretary | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Compliance Officer, Internal Anti-Money Laundering Program Coordinator, Information Security Program Administrator & Secretary |
53
Salem Trust Co., Tampa, FL |
ongoing | Compliance Officer, Internal Anti-Money Laundering Program Coordinator, Information Security Program Administrator & Secretary | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Compliance Officer, Internal Anti-Money Laundering Program Coordinator, Information Security Program Administrator & Secretary | ||||
Waretech, Inc., Chesterton, IN |
ongoing | Compliance Officer, Internal Anti-Money Laundering Program Coordinator, Information Security Program Administrator & Secretary | ||||
McAfee Investments LLC | ongoing | Manager | ||||
Janet McLaughlin, Vice President & Controller |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Vice President & Controller | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Vice President & Controller | ||||
Salem Trust Co., Tampa, FL |
ongoing | Vice President & Controller | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Vice President & Controller | ||||
Waretech, Inc., Chesterton, IN |
ongoing | Vice President & Controller | ||||
Jason Mikolanis, Technology Security Officer |
U.S. Fiduciary Services, Inc., Lisle, IL |
ongoing | Technology Security Officer | |||
GreatBanc Trust Co., Lisle, IL |
ongoing | Technology Security Officer | ||||
Salem Trust Co., Tampa, FL |
ongoing | Technology Security Officer | ||||
U.S. Affiliate Services, Inc., Lisle, IL |
ongoing | Technology Security Officer | ||||
Waretech, Inc., Chesterton, IN |
ongoing | Technology Security Officer | ||||
Jana Owen, Senior Vice President |
GreatBanc Trust Co., Lisle, IL |
ongoing | Senior Vice President | |||
Salem Trust Co., Tampa, FL |
ongoing | Senior Vice President |
54
David Trotter, Investment Officer |
GreatBanc Trust Co., Lisle, IL |
ongoing | Investment Officer | |||
Salem Trust Co., Tampa, FL |
ongoing | Investment Officer | ||||
Chris Weber, Vice President |
GreatBanc Trust Co., Lisle, IL |
ongoing | Vice President | |||
Salem Trust Co., Tampa, FL |
ongoing | Vice President | ||||
Connie Mullins, Trust Officer |
GreatBanc Trust Co., Lisle, IL |
ongoing | Trust Officer | |||
Salem Trust Co., Tampa, FL |
ongoing | Trust Officer |
Blackrock Financial Management, Inc. performs investment advisory services for Registrant. The directors and officers of Blackrock and their other business affiliations for the past two fiscal years are:
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
Ann Marie Petach, Chief Financial Officer and Managing Director |
BAA Holdings, LLC, Wilmington, DE |
Chief Financial Officer and Managing Director | ||
BlackRock, Inc., New York, NY |
Chief Financial Officer and Managing Director | |||
BlackRock Advisors, LLC, Wilmington, DE |
Chief Financial Officer and Managing Director | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Chief Financial Officer and Managing Director | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Chief Financial Officer and Managing Director | |||
BlackRock Funding, Inc., Wilmington, DE |
Chief Financial Officer and Managing Director | |||
BlackRock Funding International, Ltd., Cayman Islands |
Chief Financial Officer and Managing Director | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Chief Financial Officer and Managing Director | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Chief Financial Officer and Managing Director | |||
BlackRock International Holdings, Inc., New York, NY |
Chief Financial Officer and Managing Director | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Chief Financial Officer and Managing Director | |||
BlackRock Lux Finco S.a r.l., Luxembourg, Luxembourg |
Chief Financial Officer and Managing Director | |||
BlackRock Operations (Luxembourg) S.a r.l., Luxembourg, Luxembourg |
Chief Financial Officer and Managing Director |
55
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Chief Financial Officer and Managing Director | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Chief Financial Officer and Managing Director | |||
BlackRock UK 1 LP, London, England |
Chief Financial Officer and Managing Director | |||
BlackRock US Newco, Inc., Wilmington, DE |
Chief Financial Officer and Managing Director | |||
State Street Research & Management Company, Boston, MA |
Chief Financial Officer and Managing Director | |||
SSRM Holdings, Inc., Boston, MA |
Chief Financial Officer and Managing Director | |||
Robert P. Connolly, General Counsel, Managing Director and Secretary |
BAA Holdings, LLC, Wilmington, DE |
General Counsel, Managing Director and Secretary | ||
BlackRock, Inc., New York, NY |
General Counsel, Managing Director and Secretary | |||
BlackRock Advisors, LLC, Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
BlackRock Advisors Holdings, Inc., New York, NY |
General Counsel, Managing Director and Secretary | |||
BlackRock Capital Management, Inc., Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
BlackRock Funding, Inc., Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
BlackRock Funding International, Ltd., Cayman Islands |
General Counsel, Managing Director and Secretary | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
BlackRock International Holdings, Inc., New York, NY |
General Counsel, Managing Director and Secretary | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investments, Inc., New York, NY |
General Counsel, Managing Director and Secretary | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
General Counsel, Managing Director and Secretary | |||
BlackRock Lux Finco S.a r.l., Luxembourg, Luxembourg |
General Counsel, Managing Director and Secretary |
56
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Operations (Luxembourg) S.a r.l., Luxembourg, Luxembourg |
General Counsel, Managing Director and Secretary | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
BlackRock UK 1 LP, London, England |
General Counsel, Managing Director and Secretary | |||
BlackRock US Newco, Inc., Wilmington, DE |
General Counsel, Managing Director and Secretary | |||
State Street Research & Management Company, Boston, MA |
General Counsel, Managing Director and Secretary | |||
SSRM Holdings, Inc., Boston, MA |
General Counsel, Managing Director and Secretary | |||
Laurence D. Fink, Chief Executive Officer and Director |
BAA Holdings, LLC, Wilmington, DE |
Chief Executive Officer and Director | ||
BlackRock, Inc., New York, NY |
Chairman, Chief Executive Officer and Director | |||
BlackRock Advisors, LLC, Wilmington, DE |
Chief Executive Officer | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Chief Executive Officer and Director | |||
BlackRock Advisors Singapore Pte. Ltd., Singapore |
Chairman and Chief Executive Officer | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Chairman and Chief Executive Officer | |||
BlackRock Capital Markets, LLC, Wilmington, DE |
Chairman | |||
BlackRock Equity - Bond Funds Wilmington, DE |
Director | |||
BlackRock Funding, Inc., Wilmington, DE |
Chief Executive Officer | |||
BlackRock Funding International, Ltd., Cayman Islands |
Chief Executive Officer and Director | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Chief Executive Officer and Director | |||
BlackRock HPB Management, LLC, New York, NY |
Director | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Chief Executive Officer |
57
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock International Holdings, Inc., New York, NY |
Chief Executive Officer and Director | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investments, Inc., New York, NY |
Chairman and Director | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Chairman and Chief Executive Officer | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Chairman and Chief Executive Officer | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Chairman and Chief Executive Officer | |||
BlackRock US Newco, Inc., Wilmington, DE |
Chairman and Chief Executive Officer | |||
State Street Research & Management Company, Boston, MA |
Chairman, Chief Executive Officer and Director | |||
State Street Research Investment Services, Inc., Boston, MA |
Director | |||
SSRM Holdings, Inc., Boston, MA |
Chairman, Chief Executive Officer and Director | |||
Robert S. Kapito, President and Director |
BAA Holdings, LLC, Wilmington, DE |
President and Director | ||
BlackRock, Inc., New York, NY |
President and Director | |||
BlackRock Advisors, LLC, Wilmington, DE |
President and Director | |||
BlackRock Advisors Holdings, Inc., New York, NY |
President and Director | |||
BlackRock Advisors Singapore Pte. Ltd., Singapore |
President | |||
BlackRock Capital Management, Inc., Wilmington, DE |
President and Director | |||
BlackRock Capital Markets, LLC, Wilmington, DE |
Director | |||
BlackRock Funding, Inc., Wilmington, DE |
President and Director | |||
BlackRock Funding International, Ltd., Cayman Islands |
President and Director | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
President and Director | |||
BlackRock (Institutional) Canada Ltd., Toronto, Ontario |
President and Director |
58
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Institutional Management Corporation, Wilmington, DE |
President and Director | |||
BlackRock International Holdings, Inc., New York, NY |
President and Director | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investments, Inc., New York, NY |
Director | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
President | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
President and Director | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
President and Director | |||
BlackRock US Newco, Inc., Wilmington, DE |
President and Director | |||
Carbon Capital III, Inc. New York, NY |
Director | |||
State Street Research & Management Company, Boston, MA |
President and Director | |||
State Street Research Investment Services, Inc., Boston, MA |
Director | |||
SSRM Holdings, Inc., Boston, MA |
President and Director | |||
Paul Audet, Vice Chairman |
BAA Holdings, LLC, Wilmington, DE |
Vice Chairman and Director | ||
BlackRock, Inc., New York, NY |
Vice Chairman | |||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman and Director | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Vice Chairman and Director | |||
BlackRock Cayco Limited, Cayman Islands |
Director | |||
BlackRock Cayman Company, Cayman Islands |
Director | |||
BlackRock Cayman Newco Limited, Cayman Islands |
Director | |||
BlackRock Finco, LLC, Wilmington, DE |
Director |
59
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Finco UK, Ltd., London, England |
Director | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman and Director | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman and Director | |||
BlackRock Holdco Limited, Cayman Islands |
Director | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Vice Chairman and Director | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman | |||
BlackRock Lux Finco S.a r.l., Luxembourg, Luxembourg |
Vice Chairman | |||
BlackRock Operations (Luxembourg) S.a r.l., Luxembourg, Luxembourg |
Vice Chairman | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Vice Chairman and Director | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Vice Chairman and Director | |||
BlackRock Realty Advisors, Inc., Florham Park, NJ |
Director | |||
BlackRock UK 1 LP, London, England |
Vice Chairman | |||
BlackRock US Newco, Inc., Wilmington, DE |
Vice Chairman and Director | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman | |||
SSRM Holdings, Inc., Boston, MA |
Vice Chairman | |||
Charles Hallac, Vice Chairman |
BlackRock, Inc., New York, NY |
Vice Chairman | ||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman |
60
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Capital Management, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock India Private Ltd., Mumbai, India |
Director | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Vice Chairman | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock US Newco, Inc., Wilmington, DE |
Vice Chairman | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman | |||
SSRM Holdings, Inc., Boston, MA |
Vice Chairman | |||
Barbara Novick, Vice Chairman |
BlackRock, Inc., New York, NY |
Vice Chairman | ||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Vice Chairman |
61
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Institutional Management Corporation, Wilmington, DE |
Vice Chairman | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investments, Inc., New York, NY |
Chief Executive Officer | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock US Newco, Inc., Wilmington, DE |
Vice Chairman | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman | |||
SSRM Holdings, Inc., Boston, MA |
Vice Chairman | |||
Scott Amero, Vice Chairman |
BlackRock, Inc., New York, NY |
Vice Chairman | ||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Vice Chairman | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman |
62
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock US Newco, Inc., Wilmington, DE |
Vice Chairman | |||
Anthracite Capital Inc. New York, NY |
Director | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman | |||
SSRM Holdings, Inc., Boston, MA |
Vice Chairman | |||
Susan Wagner, Vice Chairman and Chief Operating Officer |
BAA Holdings, LLC, Wilmington, DE |
Vice Chairman, Chief Operating Officer and Director | ||
BlackRock, Inc., New York, NY |
Vice Chairman and Chief Operating Officer | |||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman and Chief Operating Officer | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman and Chief Operating Officer | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Vice Chairman and Chief Operating Officer | |||
BlackRock Finco UK, Ltd., London, England |
Director | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman and Chief Operating Officer | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman and Chief Operating Officer | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Vice Chairman and Chief Operating Officer | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Vice Chairman and Chief Operating Officer | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman and Chief Operating Officer | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Officer | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman and Chief Operating Officer | |||
BlackRock Mortgage Ventures, LLC Wilmington, DE |
Director | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Vice Chairman and Chief Operating Officer |
63
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Vice Chairman and Chief Operating Officer | |||
BlackRock US Newco, Inc., Wilmington, DE |
Vice Chairman and Chief Operating Officer | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman and Chief Operating Officer | |||
SSRM Holdings, Inc., Boston, MA |
Vice Chairman and Chief Operating Officer | |||
Robert Doll, Vice Chairman |
BlackRock, Inc., New York, NY |
Vice Chairman and Director | ||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman | |||
BlackRock Holdco 2, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Vice Chairman | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock US Newco, Inc., Wilmington, DE |
Vice Chairman | |||
Portfolio Administration & Management Ltd., Cayman Islands |
Director | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman | |||
SSRM Holdings, Inc., Boston, MA |
Vice Chairman | |||
Robert Fairbairn, Vice Chairman |
BlackRock, Inc., New York, NY |
Vice Chairman |
64
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Asset Management U.K. Limited, London, England |
Chairman and Director | |||
BlackRock Capital Management, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman | |||
BlackRock Group Limited London, England |
Chairman and Director | |||
BlackRock Institutional Management Corporation, Wilmington, DE |
Vice Chairman | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock International, Ltd., Edinburgh, Scotland |
Chairman and Director | |||
BlackRock Investment Management (Australia) Limited, Victoria, Australia |
Director | |||
BlackRock Investment Management International Limited, London, England |
Chairman and Director | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman | |||
BlackRock Investment Management (UK) Limited, London, England |
Director | |||
BlackRock Japan Co., Ltd., Tokyo, Japan |
Director | |||
BlackRock Lux Finco S.a r.l., Luxembourg, Luxembourg |
Vice Chairman | |||
BlackRock Operations (Luxembourg) S.a r.l., Luxembourg, Luxembourg |
Vice Chairman | |||
BlackRock Portfolio Holdings, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Portfolio Investments, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Securities Co, Ltd. Tokyo, Japan |
Director |
65
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
BlackRock UK 1 LP, London, England |
Vice Chairman | |||
BlackRock US Newco, Inc., Wilmington, DE |
Vice Chairman | |||
Grosvenor Alternate Partner Limited, London, England |
Director | |||
Impact Investing Pty Ltd. Melbourne, Australia |
Director | |||
PSN Pty Ltd. Melbourne, Australia |
Director | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman | |||
SSRM Holdings, Inc., Boston, MA |
Vice Chairman | |||
Bennett Golub, Vice Chairman |
BlackRock, Inc., New York, NY |
Vice Chairman | ||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Capital Management, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Funding International, Ltd. Cayman Islands |
Vice Chairman | |||
BlackRock Institutional Management Corporation Wilmington, DE |
Vice Chairman | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman | |||
BlackRock Portfolio Holdings, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock Portfolio Investments, LLC Wilmington, DE |
Vice Chairman | |||
BlackRock US Newco, Inc. Wilmington, DE |
Vice Chairman | |||
SSRM Holdings, Inc. Boston, MA |
Vice Chairman | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman |
66
Name and Position with BlackRock |
Other Company |
Position with Other Company |
||
Richard Kushel, Vice Chairman |
BlackRock, Inc., New York, NY |
Vice Chairman | ||
BlackRock Advisors, LLC, Wilmington, DE |
Vice Chairman | |||
BlackRock Advisors Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Capital Management, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock Funding, Inc., Wilmington, DE |
Vice Chairman | |||
BlackRock Institutional Management Corporation Wilmington, DE |
Vice Chairman | |||
BlackRock International Holdings, Inc., New York, NY |
Vice Chairman | |||
BlackRock Investment Management, LLC, Plainsboro, NJ |
Vice Chairman | |||
BlackRock Japan Co., Ltd Tokyo, Japan |
Director | |||
BlackRock Portfolio Holdings, Inc. Wilmington, DE |
Vice Chairman | |||
BlackRock Portfolio Investments, LLC Wilmington, DE |
Vice Chairman | |||
BlackRock Securities Co., Ltd Tokyo, Japan |
Director | |||
BlackRock US Newco, Inc. Wilmington, DE |
Vice Chairman | |||
SSRM Holdings, Inc. Boston, MA |
Vice Chairman | |||
State Street Research & Management Company, Boston, MA |
Vice Chairman |
Los Angeles Capital Management and Equity Research, Inc. performs investment advisory services for Registrant. The directors and officers of Los Angeles Capital and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement, Description of Business |
|||
Thomas D. Stevens, Chairman | None | |||||
Hal Reynolds, Chief Investment Officer | None |
67
David Borger, Director of Research | None | |||||
Stuart Matsuda, Director of Trading | None |
Acadian Asset Management LLC performs investment advisory services for Registrant. The directors and officers of Acadian and their other business affiliations for the past two fiscal years are:
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement, Description of Business |
|||
Gary Bergstrom, Chairman, Member of Board of Managers | Acadian Asset Management (Singapore) Pte Ltd | ongoing | Director, asset management | |||
John Chisholm, Executive Vice President, co-CIO, Member of Board of Managers | Acadian Asset Management (UK) Ltd | ongoing | Director, asset management | |||
Churchill Franklin, Executive Vice President, Member of Board of Managers |
Acadian Asset Management (UK) Ltd Acadian Asset Management (Australia) Ltd Acadian Cayman Limited G.P. |
ongoing | Director, asset management | |||
Ronald Frashure, Chief Executive Officer, President, co-CIO, Member of Board of Managers |
Acadian Asset Management (Singapore) Pte Ltd Acadian Cayman Limited G.P. |
ongoing | Director, asset management | |||
Mark Minichiello, Senior Vice President, Chief Financial Officer, Treasurer, Secretary, Member of Board of Managers | Acadian Asset Management (UK) Ltd | ongoing | Director, asset management | |||
Raymond Mui, Senior Vice President, Member of Board of Managers | Acadian Cayman Limited G.P. | ongoing | Director, asset management | |||
Brian Wolahan, Senior Vice President, Director of Alternative Strategies, Member of Board of Managers | None | |||||
James Wylie, Senior Vice President, Member of Board of Managers | Acadian Cayman Limited G.P. | ongoing | Director, asset management | |||
Linda Gibson, Member of Board of Managers |
Executive Vice President, Secretary and General Counsel-Old Mutual (US) Holdings Inc. (a holding company); Larch Lane Advisors, LLC (an investment adviser) 2100 Capital Group LLC (an investment adviser), Acadian Asset Management LLC Old Mutual Asset Management Trust Company (a trust company) |
ongoing | Affiliated Directorships |
68
Name and Title |
Name and Address of Other Business Connections |
Dates |
Title, Capacity of Engagement, Description of Business |
|||
Thomas Turpin, Member of Board of Managers | Executive Vice President and Chief Operating Officer-Old Mutual (US) Holdings Inc. (a holding company) Old Mutual Funds III (a registered investment company) Old Mutual Capital, Inc. (an investment adviser) Acadian Asset Management LLC (an investment adviser) Old Mutual Group Limited (a holding company) Old Mutual Asset Managers (Bermuda) Ltd. (an investment adviser) Old Mutual Group Services Limited (a financial services company) Liberty Ridge Capital, Inc. (an investment adviser) Chairman and Director Larch Lane Advisors, LLC (an investment adviser) Provident Investment Counsel, Inc. (an investment adviser) Ashfield Capital Partners, LLC. (an investment adviser) Old Mutual Funds II (a registered investment company) Old Mutual Insurance Series Fund (a registered investment company) Old Mutual Asset Managers (UK) Ltd. (an investment adviser) Analytic Investors, LLC (an investment adviser) Copper Rock Capital Partners, LLC (an investment adviser) Old Mutual Asset Management Trust Company (a trust company) 2100 Capital Group LLC (an investment adviser) Rogge Global Partners plc (an investment adviser) Investment Counselors of Maryland, LLC (an investment adviser) LML Holdings, Inc. (a holding company for Lincluden affiliated financial services firms) | ongoing | Affiliated Directorships | |||
Stephen Clarke, Member of Board of Managers |
Senior Vice President, Relationship Manager-Old Mutual (US) Holdings Inc. (a holding company); Acadian Asset Management LLC (an investment adviser) Lincluden Management Limited (an investment adviser) |
ongoing | Affiliated Directorships | |||
John Grady, Member of Board of Managers | Executive Vice President, Strategy and Business Development-Old Mutual (US) Holdings Inc. (a holding company); Acadian Asset Management LLC (an investment adviser) | ongoing | Affiliated Directorships | |||
Kathryn Horgan, Member of Board of Managers | Executive Vice President, Director of Human Resources-Old Mutual (US) Holdings Inc. (a holding company); Acadian Asset Management LLC (an investment adviser) | ongoing | Affiliated Directorships |
69
Lazard Asset Management LLC (Lazard), is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The list required by this Item 26 of officers and directors of Lazard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference to the Form ADV filed with the SEC by Lazard (SEC File No. 801-61701).
ITEM 27. | PRINCIPAL UNDERWRITERS |
(a) As it pertains to the Forward Series of the Registrant, the sole principal underwriter for each series is ALPS Distributors, which acts as distributor for the Forward Series of the Registrant and the following other funds: AARP Funds, AirShares EU Carbon Allowances Fund, ALPS ETF Trust, ALPS Variable Insurance Trust, Ameristock Mutual Fund, Inc., BLDRS Index Fund Trust, Campbell Multi-Strategy Trust, CornerCap Group of Funds, DIAMONDS Trust, Financial Investors Trust, Financial Investors Variable Insurance Trust, Firsthand Funds, Heartland Group, Inc., Henssler Funds, Inc., Holland Balanced Fund, Index IQ ETF Trust, Laudus Trust, Milestone Funds, MTB Group of Funds, Pax World Funds, PowerShares QQQ 100 Trust Series 1, SPDR Trust, MidCap SPDR Trust, Select Sector SPDR Trust, State Street Institutional Investment Trust, Stonebridge Funds, Inc., Stone Harbor Investment Funds, TDX Independence Funds, Inc., W. P. Stewart Funds, Wasatch Funds, WesMark Trust, Westcore Trust, Williams Capital Liquid Assets Fund, and WisdomTree Trust.
ALPS Distributors is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority. ALPS Distributors is located at 1290 Broadway, Suite 1100, Denver, CO 80203.
As it pertains to the Accessor Series of the Registrant, the sole principal underwriter for each series is SEI Investments Distribution Co. (SIDCO), which acts as distributor for the Accessor Series of the Registrant and the following other funds: SEI Daily Income Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, The Advisors Inner Circle Fund, The Advisors Inner Circle Fund II, Bishop Street Funds, SEI Asset Allocation Trust, SEI Institutional Investments Trust, Oak Associates Funds, CNI Charter Funds, iShares Inc., iShares Trust, Optique Funds, Inc. (f/k/a JohnsonFamily Funds, Inc.), Causeway Capital Management Trust, Barclays Global Investors Funds, SEI Opportunity Fund, LP, The Arbitrage Funds, The Turner Funds, ProShares Trust, Community Reinvestment Act Qualified Investment Fund, SEI Alpha Strategy Portfolios, LP, TD Asset Management USA Funds, SEI Structured Credit Fund, LP, Wilshire Mutual Funds, Inc., Wilshire Variable Insurance Trust, and Global X Funds
SEI is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority. SEI is located at 1 Freedom Valley Drive, Oaks, PA 19456.
(b) As it pertains to the Forward Series of the Registrant and to the best of its knowledge, the directors and executive officers of ALPS Distributors, a distributor for Registrant, are as follows:
Name and Address* |
Positions and Offices with Underwriter |
Positions and Offices with Registrant |
||
Edmund J. Burke | Director | None | ||
Jeremy O. May | Director | None | ||
Spencer Hoffman | Director | None | ||
Thomas A. Carter | President, Director | None | ||
John C. Donaldson | Vice President, Chief Financial Officer | None | ||
Robert J. Szydlowski | Vice President, Chief Technology Officer | None | ||
Diana Adams | Vice President, Controller, Treasurer | None | ||
Tané T. Tyler | Vice President, General Counsel, Secretary | None | ||
Bradley J. Swenson | Vice President, Chief Compliance Officer | None | ||
Kevin J. Ireland | Vice President, Director of Institutional Sales | None | ||
Mark R. Kiniry | Vice President, National Sales Director - Investments | None |
* |
C/O ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, CO 80203. |
70
As it pertains to the Accessor Series of the Registrant and to the best of its knowledge, the directors and executive officers of SIDCO, a distributor for Registrant, are as follows:
Name and Address* |
Positions and Offices with Underwriter |
Positions and Offices with Registrant |
||
William M. Doran | Director | None | ||
Edward D. Loughlin | Director | None | ||
Wayne M. Withrow | Director | None | ||
Kevin Barr | President & Chief Executive Officer | None | ||
Maxine Chou | Chief Financial Officer, Chief Operations Officer & Treasurer | None | ||
Thomas Rodman | Chief Operations Officer | None | ||
John C. Munch | General Counsel & Secretary | None | ||
Karen LaTourette |
Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary |
None | ||
John C. Munch | General Counsel & Secretary | None | ||
Mark J. Held | Senior Vice President | None | ||
Lori L. White | Vice President & Assistant Secretary | None | ||
John Coary | Vice President & Assistant Secretary | None | ||
John Cronin | Vice President | None | ||
Robert Silvestri | Vice President | None |
* |
C/O SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, PA 19456 |
(c) As it pertains to the Forward Series of the Registrant, commissions and other compensation received, directly or indirectly, from the Forward Funds during the last fiscal year by ALPS Distributors, one of the Registrants unaffiliated principal underwriter, were as follows:
Net Underwriting Discounts and Commissions |
Compensation on Redemption and Repurchase |
Brokerage Commissions |
Other Compensation |
|||
None | None | None | None |
As it pertains to the Accessor Series of the Registrant, commissions and other compensation received, directly or indirectly, from the Forward Funds during the last fiscal year by SEI, one of the Registrants unaffiliated principal underwriter, were as follows:
Net Underwriting Discounts and Commissions |
Compensation on Redemption and Repurchase |
Brokerage Commissions |
Other Compensation |
|||
None | None | None | None |
ITEM 28. | LOCATION OF ACCOUNTS AND RECORDS. |
As it pertains to the Registrant, certain accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder and the records relating to the duties of the transfer agent are maintained by ALPS, 1290 Broadway, Suite 1100, Denver, CO 80203 and the Registrants custodian are maintained by BBH, 40 Water Street, Boston, MA 02109. Certain other books and records are maintained at the offices of the Registrant at 433 California Street, 11 th Floor, San Francisco, CA 94104.
As it pertains to the Forward Series of the Registrant, records relating to the duties of the distributor and fund accounting agent are maintained by ALPS, 1290 Broadway, Suite 1100, Denver, CO 80203. As it pertains to the Accessor Series of the Registrant, certain records relating to the duties of the distributor and fund accounting agent are maintained by SEI, 1 Freedom Valley Drive, Oaks, PA 19456.
ITEM 29. | MANAGEMENT SERVICES |
There are no management-related service contracts not discussed in Part A or Part B.
71
ITEM 30. | UNDERTAKINGS |
Not Applicable.
72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco and the State of California, on this 1st day of July, 2009.
FORWARD FUNDS |
/s/ J. ALAN REID, JR. |
J. Alan Reid, Jr. |
PRESIDENT |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
SIGNATURE |
TITLE |
DATE |
||
/s/ J. ALAN REID, JR. |
President and Trustee | July 1, 2009 | ||
J. Alan Reid, Jr. | ||||
/s/ HAIG G. MARDIKIAN* |
Trustee | July 1, 2009 | ||
Haig G. Mardikian | ||||
/s/ DONALD OCONNOR* |
Trustee | July 1, 2009 | ||
Donald OConnor | ||||
/s/ DEWITT F. BOWMAN* |
Trustee | July 1, 2009 | ||
DeWitt F. Bowman | ||||
/S/ BARBARA TOLLE |
Treasurer | July 1, 2009 | ||
Barbara Tolle |
*By: |
/S/ BARBARA TOLLE |
|
Barbara Tolle | ||
Attorney-in-Fact |
73
Exhibit List
Item #23 |
Description |
|
(e)(1)(c) |
Addendum to Distribution Agreement between the Registrant and ALPS Distributors dated as of June 15, 2009, with respect to the Forward Series of the Registrant. | |
(h)(1)(a) |
Amended and Restated Fund Accounting and Administration Agreement between the Registrant and ALPS made as of June 3, 2009 and amended as of June 15, 2009 with respect to the Forward Series. | |
(h)(2) |
Amended and Restated Transfer Agency and Service Agreement between the Registrant and ALPS made as of June 3, 2009 and effective June 15, 2009. | |
(h)(3) |
Amended and Restated Transfer Agent Interactive Client Services Agreement between the Registrant and ALPS made as of June 3, 2009 and effective June 15, 2009. |
74
Exhibit (e)(1)(c)
Addendum to Distribution Agreement Dated
September 30, 2005
Between
ALPS Distributors, Inc.
and
Forward Funds
THIS ADDENDUM is made as of June 15, 2009, by and between ALPS Distributors, Inc. (the Distributor), and Forward Funds (the Fund).
WHEREAS, the Distributor and the Fund have entered into a Distribution Agreement (the Agreement) dated September 30, 2005, as amended on April 9, 2007;
WHEREAS, effective June 15, 2009, additional portfolios will be added to the Fund;
WHEREAS, in light of the foregoing, the Distributor and the Fund wish to modify the provisions of the Agreement to reflect the new portfolios.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. |
Schedule A List of Portfolios . Schedule A is replaced in its entirety with the attached Schedule A. |
2. |
Remainder of the Agreement. All other provisions of the Agreement shall remain unchanged. |
IN WITNESS WHEREOF, this Addendum has been executed by a duly authorized representative of each of the parties hereto as of the date of the Addendum first set forth above.
ALPS Distributors, Inc. | Forward Funds | |||||||
By: |
/s/ Thomas Carter |
By: |
/s/ J. Alan Reid, Jr. |
|||||
Name: | Thomas Carter | Name: | J. Alan Reid, Jr. | |||||
Title: | President | Title: | President |
Schedule A
To the Distribution Agreement
List of Portfolios
Amended as of June 15, 2009
Forward Banking and Finance Fund
Forward Emerging Markets Fund
Forward Global Infrastructure Fund
Forward Growth Fund
Forward HITR Fund 1
Forward International Equity Fund
Forward International Fixed Income Fund
Forward International Real Estate Fund
Forward International Small Companies Fund
Forward Large Cap Equity Fund
Forward Legato Fund
Forward Long/Short Credit Analysis Fund
Forward Mini-Cap Fund
Forward Real Estate Fund
Forward Select Income Fund
Forward Small Cap Equity Fund
Forward Tactical Growth Fund 1
Forward Strategic Realty Fund
1 |
Fund has not commenced operations. |
Exhibit (h)(1)(a)
AMENDED AND RESTATED
FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
THIS AMENDED AND RESTATED FUND ACCOUNTING AND ADMINISTRATION AGREEMENT (the Agreement) is made as of June 3, 2009 and effective as of June 15, 2009 (the Effective Date), between Forward Funds, a Delaware statutory trust (the Fund) and ALPS Fund Services, Inc., (ALPS) a Colorado corporation.
WHEREAS, the Fund is an open-end management investment company registered under the Investment Company Act of 1940 (the 1940 Act), as amended, presently consisting of multiple Portfolios, with multiple classes of shares which are listed in Appendix A attached hereto and made subject to this Agreement; the investment portfolios and any additional investment portfolios that may be established by the Fund and made subject to this Agreement are referred to herein individually as a Portfolio and collectively as the Portfolios; and
WHEREAS, ALPS provides certain administrative, bookkeeping and pricing services to investment companies; and
WHEREAS, pursuant to a Fund Accounting and Administration Agreement between the Fund and ALPS dated September 12, 2005, and amended and restated as of March 1, 2006 (the Prior Agreement), the Fund appointed ALPS to perform certain administrative, bookkeeping and pricing services for the Fund and its Portfolios, and ALPS agreed to accept such appointment; and
WHEREAS, the parties desire to amend and restate the Prior Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:
1. ALPS Appointment and Duties.
(a) |
The Fund hereby appoints ALPS to provide to each of the Portfolios the administrative, bookkeeping and pricing services as are set forth in Appendix B , as amended from time to time, upon the terms and conditions hereinafter set forth. ALPS hereby accepts such appointment and agrees to furnish such specified services. ALPS shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In performing the foregoing services, ALPS shall reasonably cooperate with the Chief Compliance Officer of the Fund with respect to requests for information and other assistance regarding the obligations of the Fund and the Portfolios in respect of Rule 38a-1 under the Investment Company Act of 1940, as amended (the 1940 Act). |
(b) |
ALPS may employ or associate itself with a person or persons or organizations as ALPS believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such person or persons or organizations shall be paid by and be the sole responsibility of ALPS and the Fund shall bear no cost or obligation with respect thereto; and provided further that ALPS shall not be relieved of any of its obligations under this Agreement in such event and shall be responsible for all acts of any such person or persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts. |
2. ALPS Compensation; Expenses .
(a) |
In consideration for the services to be performed hereunder by ALPS, the Fund shall pay ALPS the fees listed in Appendix C hereto. |
(b) |
ALPS will bear all expenses in connection with the performance of its services under this Agreement and all related agreements, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Funds adviser, including, but not limited to, transfer agency and custodial expenses; taxes; interest; Fund trustees fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Fund trustees; printing and mailing shareholder reports, prospectuses, statements of additional information, supplements, and proxy materials; securities pricing data services; and expenses in connection with electronic filings with the Securities and Exchange Commission (the SEC). |
3. Right to Receive Advice .
(a) |
Advice of the Fund . If ALPS is in doubt as to any action it should or should not take, ALPS shall request directions or advice from the Fund. |
(b) |
Advice of Counsel . If ALPS is in doubt as to any question of law pertaining to any action it should or should not take, ALPS shall request advice from counsel of its own choosing and at its own expense. |
(c) |
Conflicting Advice . In the event of a conflict between directions, advice or instructions ALPS receives from the Fund and the advice ALPS receives from counsel, ALPS shall inform the Fund and its counsel of the conflict and seek resolution. |
(d) |
Nothing in this subsection shall excuse ALPS when an action or omission on the part of ALPS constitutes willful misfeasance, bad faith, negligence or reckless disregard by ALPS of any duties, obligations or responsibilities set forth in this Agreement. |
- 2 -
4. Liability of ALPS .
(a) |
ALPS may rely upon the written advice of counsel for the Fund and the Funds independent accountants, and upon oral or written statements of the Funds investment adviser, brokers and other service providers to the Fund, reasonably believed by ALPS in good faith to be an expert in the matters upon which they are consulted and, for any actions reasonably taken in good faith reliance upon such advice or statements and without negligence, ALPS shall not be liable to anyone. |
(b) |
Nothing herein contained shall be construed to protect ALPS against any liability to the Fund or its shareholders to which ALPS would otherwise be subject by reason of material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties. |
(c) |
Except as may otherwise be provided by applicable law, neither ALPS nor its shareholders, officers, Trustees, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of factual information furnished to ALPS by the Fund or its adviser. |
(d) |
ALPS shall be obligated to exercise commercially reasonable care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. ALPS agrees to indemnify Fund and shall be liable for actual damages arising out of ALPS failure to perform its duties under this Agreement to the extent such damages arise out of ALPS material breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence or reckless disregard of such duties. |
(e) |
ALPS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss resulting from violation of law, willful misfeasance, bad faith, negligence on its part in the performance of its duties or from material breach of this Agreement. |
5. Reports . Whenever, in the course of performing its duties under this Agreement, ALPS determines, on the basis of information supplied to ALPS by the Fund or its authorized agents, that a violation of applicable law has occurred or that, to its knowledge, a possible violation of applicable law may have occurred or, with the passage of time, would occur, ALPS shall promptly notify the Fund and its counsel in writing.
- 3 -
6. Activities of ALPS . The services of ALPS under this Agreement are not to be deemed exclusive, and ALPS shall be free to render similar services to others. The Fund recognizes that from time to time directors, officers and employees of ALPS may serve as directors, officers and employees of other corporations or businesses (including other investment companies) and that such other corporations and funds may include ALPS as part of their name and that ALPS or its affiliates may enter into administrative, bookkeeping, pricing agreements or other agreements with such other corporations and funds.
7. Accounts and Records . The accounts and records maintained by ALPS shall be the property of the Fund. Such accounts and records shall be prepared, maintained and preserved as required by the 1940 Act and other applicable securities laws, rules and regulations. Such accounts and records shall be surrendered to the Fund promptly upon receipt of instructions from the Fund in the form in which such accounts and records have been maintained or preserved. The Fund shall have access to such accounts and records at all times during ALPS normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by ALPS to the Fund at the Funds expense. ALPS shall assist the Fund, the Funds independent auditors, or, upon approval of the Fund, any regulatory body, in any requested review of the Funds accounts and records, and reports by ALPS or its independent accountants concerning its accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request.
8. Confidential and Proprietary Information . ALPS agrees that it will, on behalf of itself and its officers and employees, treat all transactions contemplated by this Agreement, and all records and information relative to the Fund and its shareholders (past, present and future) and other information germane thereto, as confidential and as proprietary information of the Fund and not to use, sell, transfer or divulge such information or records to any person for any purpose other than performance of its duties hereunder, except after prior notification to and approval in writing from the Fund, which approval shall not be unreasonably withheld. It may not be withheld where ALPS may be exposed to civil, regulatory or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. ALPS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to the Fund and its past, present and future shareholders, consumers and customers. Further, ALPS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time.
9. Compliance with Rules and Regulations . ALPS shall comply and to the extent ALPS takes or is required to take action on behalf of the Fund or its Portfolios hereunder shall cause the Fund and its Portfolios to comply with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and code of ethics, as well as all investment restrictions, policies and procedures adopted by the Fund or any of its Portfolios of which ALPS has knowledge. Except as specifically set forth herein, ALPS assumes no responsibility for such compliance by the Fund or any Portfolio.
- 4 -
10. Representations and Warranties of ALPS . ALPS represents and warrants to the Fund that:
(a) |
It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. |
(b) |
It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. |
(c) |
All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. |
(d) |
It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. |
(e) |
It has and will keep in effect professional liability insurance naming ALPS as insured and providing coverage with respect to ALPS activities on behalf of the Fund and its Portfolios in the amount of at least $1,000,000, and will provide to the Fund at least annually a certificate of insurance evidencing that such insurance is in full force and effect. |
Representations and Warranties of the Fund . The Fund represents and warrants to ALPS that:
(a) |
It is a trust duly organized and existing and in good standing under the laws of the state of Delaware and is registered with the SEC as an open-end investment company. |
(b) |
It is empowered under applicable laws and by the Declaration of Trust and By-laws to enter into and perform this Agreement. |
(c) |
The Board of Trustees has duly authorized it to enter into and perform this Agreement. |
(d) |
It has provided ALPS with copies of its Prospectus(es) and Statement(s) of Additional Information and will provide ALPS with any amendments or supplements thereto. |
11. Liaison with Accountants . ALPS shall act as liaison with the Funds independent public accountants and shall provide account analysis, fiscal year summaries, and other audit-related schedules with respect to the services provided to each Portfolio. ALPS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information in ALPS control is made available to such accountants for the expression of their opinion, as required by the Fund.
- 5 -
12. Business Interruption Plan . ALPS shall maintain in effect a business interruption plan, and enter into any agreements necessary with appropriate parties making reasonable provisions for emergency use of electronic data processing equipment customary in the industry. In the event of equipment failures, ALPS shall, at no additional expense to the Fund, take commercially reasonable steps to minimize service interruptions. ALPS shall have no liability with respect to the loss of data or service interruptions caused by equipment failure provided such loss or interruption is not caused by ALPS own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement.
13. Duration and Termination of this Agreement .
(a) Initial Term . This Agreement shall become effective as of the Effective Date and shall continue thereafter throughout the period which ends 3 years after the Effective Date (the Initial Term). Until the end of the Initial Term, this Agreement may be terminated without penalty only: (i) within the first 12 months of the Initial Term upon written notice from the Fund that a majority of the independent Trustees of the Fund have found that ALPS has provided services that are not reasonably satisfactory to them, (ii) by agreement of the parties upon not less than 60 days written notice or (iii) for cause pursuant to Section 13(c) hereof (collectively, items (i) through (iii), the Exceptions). If the Fund terminates this Agreement unilaterally prior to the end of the Initial Term and such termination is not pursuant to an Exception, it will cause substantial damages to ALPS. Because of the difficulty of estimating the damages that will result, the Fund agrees to pay to ALPS, as liquidated damages for such termination, an amount equal to twenty-five percent (25%) of the annual fee in effect at the time of termination (the Default Payment). No Default Payment shall be due with respect to termination of the Agreement with respect to any Portfolio that proposes to cease investment operations.
The parties agree that the Default Payment is a reasonable forecast of probable actual loss to ALPS and that this sum is agreed to as liquidated damages and not as a penalty.
(b) Renewal Term . If not sooner terminated, this Agreement shall renew at the end of the Initial Term and shall thereafter continue for successive annual periods until terminated by the Fund or by ALPS, without penalty, upon not less than 90 days written notice to the other party given at any time during that successive annual period.
(c) Cause . Notwithstanding anything to the contrary elsewhere in this Agreement, the Fund may terminate this Agreement for cause immediately at any time, without penalty, without default and without the payment of any Default Payment or other liquidated damages. Termination for cause hereunder shall mean:
(i) material breach of this Agreement, willful misfeasance, bad faith, negligence or reckless disregard on the part of ALPS in the performance of or with respect to its obligations and duties hereunder;
- 6 -
(ii) regulatory, administrative, or judicial proceedings against ALPS which result in a determination that, in rendering its services hereunder, ALPS has violated or has caused the Fund or any of its Portfolios to violate any applicable law, rule, regulation, order or code of ethics, or any investment restriction, policy or procedure adopted by the Fund or any of its Portfolios of which ALPS had knowledge;
(iii) financial difficulties on the part of ALPS which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time in effect, or any applicable law other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors;
(iv) failure by ALPS to keep in effect professional liability insurance naming ALPS as insured and providing coverage with respect to ALPS activities on behalf of the Fund and its Portfolios in the amount of at least $1,000,000, and to provide to the Fund at least annually a certificate of insurance evidencing that such insurance is in full force and effect;
(v) in the event that that sale of ALPS Financial Services, Inc., the parent company of ALPS, to Lovell Minnick Partners LLC, on or about September 30, 2005, results in a reduction of capital on the balance sheet of ALPS Holdings, Inc., the predecessor firm to ALPS Financial Services, Inc.; or
(vi) any other circumstance which, in the reasonable judgment of the Fund trustees, including a majority of the trustees who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, materially impairs ALPS ability to perform its obligations and duties hereunder.
(d) Deliveries Upon Termination . Upon termination of this Agreement, ALPS shall deliver to the Fund or as otherwise directed by the Fund (at the expense of the Fund, unless such termination is for cause) all records and other documents made or accumulated in the performance of its duties for the Fund hereunder.
14. Assignment . This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and permitted assigns; provided, however, that this Agreement shall not be assignable by the Fund without the prior written consent of ALPS, or by ALPS without the prior written consent of the Fund.
15. Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado, and the 1940 Act and the rules thereunder. To the extent that the laws of the State of Colorado conflict with the 1940 Act or such rules, the latter shall control.
- 7 -
16. Names; Series Fund . The obligations of the Fund entered into in the name or on behalf thereof by any director, representative or agent thereof are made not individually, but in such capacities, and are not binding upon any of the trustees, shareholders, representatives or agents of the Fund personally, but bind only the property of the Fund, and all persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund. ALPS further acknowledges and agrees that the liabilities, obligations and expenses incurred hereunder with respect to a particular Portfolio shall be enforceable against the assets and property of such Portfolio only, and not against the assets or property of any other Portfolio of the Fund.
17. Amendments to this Agreement . This Agreement may only be amended by the parties in writing.
18. Notices . All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given):
To ALPS:
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
Attn: General Counsel
Fax: (303) 623-7850
To the Fund:
Forward Funds
433 California Street. 11 th Floor
San Francisco, California 94104
Attn: President
Fax: (415) 982-2566
19. Counterparts . This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
20. Entire Agreement . This Agreement embodies the entire agreement and understanding among the parties and supersedes all prior agreements and understandings relating to the subject matter hereof; provided, however, that ALPS may embody in one or more separate documents its agreement, if any, with respect to delegated duties and oral instructions.
21. Additional Portfolios . If the Fund establishes one or more additional portfolios with respect to which it wishes to retain ALPS to provide administrative, bookkeeping and pricing services hereunder, it will notify ALPS in writing. If ALPS is willing to render such
- 8 -
services under this Agreement, it will so notify the Fund in writing, whereupon such series will become a Portfolio as defined hereunder and will be subject to the provisions of this Agreement to the same extent as the Fund is named above, except to the extent that such provisions are modified with respect to such new Portfolio in writing by the Fund and ALPS.
- 9 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on June 3, 2009.
FORWARD FUNDS |
||
By: |
/s/ J. Alan Reid, Jr. |
|
Name: |
J. Alan Reid, Jr. |
|
Title: |
President |
|
ALPS FUND SERVICES, INC. |
||
By: |
/s/ Jeremy May |
|
Name: |
Jeremy May |
|
Title: |
President |
- 10 -
APPENDIX A AS OF JUNE 15, 2009
TO THE AMENDED AND RESTATED FUND ACCOUNTING AND
ADMINISTRATION AGREEMENT
Forward Series Portfolio List
Forward Banking and Finance Fund
Forward Emerging Markets Fund
Forward Global Infrastructure Fund
Forward Growth Fund
Forward HITR Fund
Forward International Equity Fund
Forward International Fixed Income Fund
Forward International Real Estate Fund
Forward International Small Companies Fund
Forward Large Cap Equity Fund
Forward Legato Fund
Forward Long/Short Credit Analysis Fund
Forward Mini-Cap Fund
Forward Real Estate Fund
Forward Select Income Fund
Forward Small Cap Equity Fund
Forward Strategic Realty Fund
Forward Tactical Growth Fund
- 11 -
APPENDIX B
SERVICES
Administrative
|
On an on-going basis (or as otherwise specified below), assist the Fund in monitoring each Portfolios compliance with: |
(i) |
the investment restrictions described in the Funds registration statement (monthly) |
(ii) |
SEC diversification requirements, as applicable (monthly) |
(iii) |
its status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (monthly) |
|
Coordinate the preparation and filing with the SEC on behalf of the Fund: |
(i) |
Form N-SAR |
(ii) |
Form N-CSR |
(iii) |
Form 24f-2 |
(iv) |
Form N-PX |
(v) |
Form N-Q |
ALPS shall not be responsible for the accuracy or adequacy of any information contained in the documents listed in subsections (i) through (iii) above, to the extent such information is provided to ALPS by the Fund, other service providers to the Fund, or any other third party.
|
Provide assistance to the Fund related to quarterly Board of Trustees meetings by preparing board reports regarding services provided by ALPS, as requested by the Fund. |
|
Assist the Fund with placement of fidelity bond and errors and omissions insurance policies. File the Trusts fidelity bond with the SEC and monitor the Trusts assets to assure adequate fidelity bond coverage. |
|
Prepare the Funds annual and semi-annual financial statements including schedules of investments and the related statements of operations, assets and liabilities and, changes in net assets, as well as the financial highlights and footnotes to the financial statements. |
|
Provide facilities, information and personnel, as necessary, to accommodate annual audits with the Funds independent accountants, or examinations conducted by the Securities and Exchange Commission or other regulatory authorities. |
- 12 -
|
Monitor the Funds expense accruals by establishing expense budgets and comparing expense accruals on a periodic basis to actual expenses paid. |
|
Report performance and other portfolio information to outside reporting agencies as directed by the Fund. |
|
Calculate monthly performance including total return. |
|
Maintain and coordinate the Funds blue sky registration. |
Bookkeeping and Pricing
|
Maintain separate accounts for each Portfolio, all as directed from time to time by written instructions from the Fund. |
|
Compute net asset value for each Class of each Portfolio and, as appropriate, compute yields, expense ratios, portfolio turnover rate and, if required, portfolio average dollar-weighted maturity. |
|
Obtain security market quotes from independent pricing services, if available, approved by the Fund and compare those prices to the prices available from an alternative independent pricing service (and report any variances in excess of certain tolerances agreed with the Fund), or if such quotes are unavailable, then obtain such prices pursuant to the Funds valuation policies and procedures, and in either case calculate the market value of each Portfolios investments. |
|
Timely calculate and transmit to NASDAQ each Portfolios (and each Class of each Portfolios) daily net asset value and public offering price (such determinations to be made in accordance with the provisions of the Funds then-current Prospectuses and Statements of Additional Information relating to the Portfolios, and any applicable resolutions and policies and procedures of the Board of Trustees of the Fund) and promptly communicate such values and prices to the Fund and the Funds transfer agent. |
|
Maintain and keep current all books and records of the Portfolios as required by Section 31 of the 1940 Act, and the rules thereunder, in connection with ALPS duties hereunder. Without limiting the generality of the foregoing, ALPS will prepare and maintain the following records upon receipt of information in proper form from the Fund: |
(i) |
Cash receipts journal |
(ii) |
Cash disbursements journal |
(iii) |
Dividend records |
(iv) |
Security purchases, sales and loans - portfolio securities journals |
(v) |
Subscription and redemption journals |
(vi) |
Security ledgers |
(vii) |
Broker ledger |
(viii) |
General ledger |
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(ix) |
Daily expense accruals |
(x) |
Daily income accruals |
(xi) |
Foreign currency journals |
(xii) |
Trial balances |
(xiii) |
Historical tax lots for each security |
|
Reconcile cash and investment balances with the Custodian. |
|
Provide the Fund with daily Portfolio values, net asset values and other statistical data for each Class of each Portfolio as requested from time to time. |
|
Compute the net income and capital gains and losses of each Portfolio and calculate income dividend rates in accordance with relevant prospectus policies and resolutions of the Board of Trustees of the Fund. |
|
Assist in the preparation of certain reports (including annual and semi-annual reports, Prospectuses and Statement of Additional Information), audits of accounts, and other matters of like nature, as reasonably requested from time to time by the Fund. |
Tax Services
|
Perform monthly, quarterly or annual distribution calculations, as appropriate, including distributions necessary to avoid excise tax. |
|
Prepare provision for income tax and tax disclosure information (ROCSOP) for the audited financial statements. |
|
Prepare and file appropriate extensions and federal and state income tax returns. |
|
Prepare and file federal excise tax returns. |
|
Limited wash sale deferral and tax straddle deferral activity. |
Legal Services
|
Review and update Prospectus and Statement of Additional Information. |
|
Provide legal review of Semi-Annual report, Annual Report & Form NSAR. |
|
Coordinate Edgarization and filings of documents. |
|
Prepare materials for quarterly Board of Trustee meetings, including notices, agendas and resolutions for quarterly meetings and draft actions by written consent of the Trustees |
|
Coordinate the preparation, assembly and mailing of Board materials |
- 14 -
|
Attend quarterly and special Board meetings, make presentations at such meetings as appropriate, and draft minutes of such meetings |
|
Review legal contracts. |
|
Oversee Trusts Code of Ethics reporting. |
|
Coordinate the printing and mailing process with outside printers for all shareholder publications |
|
Attend quarterly and special Board meetings, make presentations at such meetings as appropriate, and draft minutes of such meetings |
|
Maintain the Trusts corporate calendar to monitor compliance with various SEC filing and Board approved deadlines |
- 15 -
APPENDIX C AS OF JUNE 15, 2009
TO THE AMENDED AND RESTATED FUND ACCOUNTING AND
ADMINISTRATION AGREEMENT
FEES
Fees paid to ALPS shall be calculated and accrued daily and payable monthly by the Fund at the annual rate of:
The fees will be the greater of $1,092,000 or:
|
6.5 basis points of Funds annual net assets between $0 - $1B |
|
3.0 basis points of Funds annual net assets in excess of $1B |
Plus:
$68,000 annual fee per each additional Portfolio;
an additional $68,000 annual fee for each the Forward HITR Fund and Forward Tactical Growth Fund to be billed when the Forward HITR Fund and Forward Tactical Growth Fund commence operations;
$2,000 annual fee per each additional class of shares per Portfolio;
for each additional Portfolio added after the Effective Date that has more than one portfolio manager, an additional $5,000 per each additional portfolio manager;
Pass-through at cost of out-of-pocket expenses, including: third party security pricing fees, Blue Sky state registration fees, SAS 70 report, FINRA advertising/filing fees, registered representative licensing fees and other expenses which may occur at the direction of the Fund; and
The proposed fee does not reflect the cost for an independent auditor to review the income tax provision and tax basis financial statement disclosures, review and sign the federal and state income tax returns, review the distribution calculations or review and sign the excise tax returns.
Minus:
$68,000 annual fee per each Portfolio that is liquidated from the Fund subject to there being at least ten Portfolios in the Fund. If there are less than ten Portfolios in the Fund, such reduction in fees does not apply;
$2,000 annual fee per each class of shares per Portfolio that is removed from the Fund; and
- 16 -
For each additional Portfolio added after the Effective Date that has more than one manager, a reduction of $5,000 per each removal of a portfolio manager.
- 17 -
Exhibit (h)(2)
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE
AGREEMENT
This Amended and Restated Transfer Agency and Services Agreement (the Agreement) is made as of this 3rd day of June, 2009 and effective as of June 15, 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).
WHEREAS , the Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), presently consisting of the investment portfolios listed in Schedule A-1 and Schedule A-2 attached hereto, each having multiple classes of shares; and each of such investment portfolios and any additional investment portfolios that may be established by the Fund is referred to herein individually as a Portfolio and collectively as the Portfolios; and
WHEREAS , the Transfer Agent provides certain transfer agency services to investment companies; and
WHEREAS , pursuant to a Transfer Agency and Service Agreement between the Transfer Agent and the Fund on behalf of the Portfolios listed on Schedule A-1 attached hereto dated September 12, 2005 and amended and restated as of November 7, 2008 (the TA Agreement), the Fund appointed the Transfer Agent as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Transfer Agent agreed to accept such appointment; and
WHEREAS , the Fund and the Transfer Agent amended and restated the TA Agreement on May 1, 2009 to include the Portfolios listed on Schedule A-2 attached hereto (the Prior Agreement)
WHEREAS , the parties desire to amend and restate the Prior Agreement;
NOW , THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. |
Terms of Appointment and Duties |
1.1 |
Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Fund, on behalf of the Portfolios, hereby employ and appoint the Transfer Agent to act as, and the Transfer Agent agrees to act as its transfer agent for the Funds authorized and issued shares of beneficial interest (Shares), dividend disbursing agent, and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Portfolios of the Fund (Shareholders) and as set out in the currently effective prospectus and statement of additional information (Prospectus) of the Fund on behalf of the |
applicable Portfolio, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Fund on behalf of each of the Portfolios, as applicable and the Transfer Agent agrees that it will perform the following services: |
(a) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized by the Fund (the Custodian);
(b) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;
(d) With respect to the transactions enumerated in 1.1 (a), (b) and (c) above, the Transfer Agent shall execute transactions directly with broker-dealers and other financial institutions authorized by the Fund, deemed to be acting as a limited agent of the Fund (Designated Agents). The Transfer Agent will execute transactions only from Designated Agents that have adopted and implemented internal controls reasonably designed to ensure that: (i) order or redemption requests for a Portfolio received by the Designated Agent, or a limited agent of such Designated Agent in an arrangement permitted by the Fund (Sub-Agent), in proper form by the time specified in the Prospectus with respect to the Portfolio (the Closing Time) on a business day will be processed as of that business day and (ii) order or redemption requests received by the Designated Agent or its Sub-Agent in proper form after the Closing Time for the Portfolio on a business day will be processed as of the next business day;
(e) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions declared by the Fund on behalf of the applicable Portfolio;
(h) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing;
(i) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund;
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(j) Subject to such additional policies and procedures the Fund may establish, the Transfer Agent shall process orders or redemption requests received in proper form by the Transfer Agent or a Designated Agent or Sub-Agent (i) by the Closing Time on a business day, as of that business day, and (ii) after the Closing Time on a business day, as of the next business day, provided in each case that the Designated Agent forwards any such orders or requests received by the Designated Agent or its Sub-Agent to the Transfer Agent by the cut-off time the Fund sets for receipt of such forwarded orders or requests;
(k) Provide escheatment services as necessary;
(l) Submit through the Office of Foreign Assets Control database and such other lists or databases of restricted individuals or entities as may be required from time to time by applicable regulatory authorities: (i) all new account and registration maintenance transactions; (ii) the names of payees of redemption funds where the payee is not the shareholder of record; and (iii) periodically, as the Fund and the Transfer Agent may reasonably agree, the names of all record shareholders; and
(m) Process as of transactions in accordance with applicable policies and procedures of the Fund.
1.2 |
Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Transfer Agent shall perform the following services: |
(a) Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, withholding taxes on U.S. resident and non-resident alien accounts and maintaining records with respect to such withholding, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information;
(b) Control Book. Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 11:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;
(c) Blue Sky Reporting . The Fund shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State.
- 3 -
The responsibility of the Transfer Agent for the Funds blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund, providing a system which will enable the Fund to monitor the total number of Shares sold in each State, and providing any other information reasonably requested by the Fund to fulfill the Funds obligation to monitor blue sky compliance;
(d) National Securities Clearing Corporation (the NSCC). (i) Accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCCs participants, including the Fund), in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from the NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Transfer Agent; (ii) issue instructions to the Funds banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Funds records on the Transfer Agents computer system (the System) in accordance with NSCCs Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on the System through Networking; and
(e) Anti-Money Laundering Procedures. The Transfer Agent shall (i) adopt and maintain an anti-money laundering compliance program (AML Program) that satisfies the requirements of all applicable laws and regulations; (ii) carry out its AML Program to the best of its ability; (iii) promptly notify the Fund if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (iv) promptly remedy any material deficiency of which it has notice.
(f) Rule 38a-1. In performing the foregoing services, the Transfer Agent shall reasonably cooperate with the Chief Compliance Officer of the Fund with respect to requests for information and other assistance regarding the obligations of the Fund and the Portfolios in respect of Rule 38a-1 under the 1940 Act.
(g) New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. Pursuant to such agreement the Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Funds behalf.
2. |
Fees and Expenses |
2.1 |
Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, the Fund agree to pay the Transfer Agent fees as set forth in the attached fee schedule (Schedule B). Such fees and out-of-pocket expenses and advances identified in Section 2.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent. |
- 4 -
2.2 |
Out-of-Pocket Expenses. In addition to the fee paid under Section 2.1 above, the Fund agrees to reimburse the Transfer Agent for reasonable out-of-pocket expenses, including but not limited to statement and confirmation production, postage, forms, NSCC interface fees, allocation of SAS 70, telephone, records storage, or advances incurred by the Transfer Agent for the items set out in Schedule B attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund. |
2.3 |
Postage. Postage for mailing of dividends, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials. |
2.4 |
Invoices. The Fund agree to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if the Fund is disputing any amounts in good faith. If the Fund does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Fund. The Fund shall settle such disputed amounts within ten (10) business days from the day on which the parties agree on the amount to be paid, or at such later date as may be agreed upon by the Transfer Agent, by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process. |
2.5 |
Cost of Living Adjustment. Following each Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the previous Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, applicable to both parties. |
2.6 |
Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Fund) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Colorado law. |
3. |
Representations and Warranties of the Transfer Agent |
The Transfer Agent represents and warrants to the Fund that:
3.1 |
It is a Colorado corporation duly organized and existing and in good standing under the laws of the State of Colorado. |
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3.2 |
It is duly qualified to carry on its business in the State of Colorado. |
3.3 |
It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement. |
3.4 |
All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. |
3.5 |
It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. |
3.6 |
It is, and will continue to be, registered as a transfer agent under the Securities Exchange Act of 1934, as amended. |
3.7 |
It has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under Rule 38a-1 of the 1940 Act) related to the services provided by the Transfer Agent to the Fund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation and will report to the Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Fund with an annual report of each Material Compliance Matter (as defined under Rule 38a-1 of the 1940 Act) that occurred since the date of the last report. |
3.8 |
It will impose and collect any redemption fees imposed by the Portfolios of the Fund in accordance with the terms set forth in the Prospectus. |
4. |
Representations and Warranties of the Fund |
The Fund represents and warrants to the Transfer Agent that:
4.1 |
It is a Delaware statutory trust in good standing in its state of organization |
4.2 |
It is empowered under applicable laws and by its Declaration of Trust and Bylaws to enter into and perform this Agreement. |
4.3 |
All trust proceedings required by said Declaration of Trust and Bylaws have been taken to authorize it to enter into and perform this Agreement. |
4.4 |
It is an open-end management investment company registered under the 1940 Act. |
4.5 |
A registration statement under the Securities Act of 1933, as amended is currently, or will be upon commencement of operations, effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale. |
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5. |
Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code |
5.1 |
Obligation of Sender . The Transfer Agent is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the Security Procedure) , attached hereto as Schedule C chosen for Fund transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day. |
5.2 |
Security Procedure . The Fund acknowledges that the Security Procedure it has designated on the Fund Selection Form, attached hereto as Schedule C, was selected by the Fund. The Fund must notify the Transfer Agent immediately of any change in the Funds authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure. The Transfer Agent is authorized to make exceptions to the Security Procedures if instructed by the Fund. For purposes of this section only, instructions received from representatives of the Funds Investment Adviser, will be considered to be instructions from the Fund. |
5.3 |
Account Numbers . The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. |
5.4 |
Rejection . The Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agents receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agents sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized. |
5.5 |
Cancellation Amendment . The Transfer Agent shall use reasonable best efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, in absence of negligence, bad faith or willful misconduct by the Transfer Agent, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied. |
5.6 |
Errors . The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure and acts without negligence, bad faith or willful misconduct. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders. |
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5.7 |
Interest . Absent negligence, bad faith or willful misconduct, the Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order. |
5.8 |
ACH Credit Entries/Provisional Payments . When the Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Transfer Agent will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, the Fund agrees that the Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry. |
5.9 |
Confirmation . Confirmation of Transfer Agents execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Transfer Agents information systems, or by facsimile or call-back. Fund must report any objections to the execution of an order within thirty (30) days. |
6. |
Indemnification |
6.1 |
The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: |
(a) All actions of the Transfer Agent (or its agents or subcontractors that have been appointed in compliance with Section 12.1 herein) required to be taken pursuant to this Agreement (including the defense of any law suit in which the Transfer Agent or affiliate is a named party), provided that such actions are taken in material compliance with this Agreement, in good faith and without negligence or willful misconduct;
(b) The Funds lack of good faith, negligence or willful misconduct in connection with this Agreement;
(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Fund in writing, and which
- 8 -
have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any instructions or requests of the Fund or any of its officers reasonably believed by the Transfer Agent to be authorized by the Funds Board Trustees; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (iv) any paper or document, reasonably believed to be genuine, authentic, and signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares; provided Transfer Agent had no actual knowledge of any such violation;
(e) The negotiation and processing of any checks including without limitation for deposit into the Funds demand deposit account maintained by the Transfer Agent, excluding checks not made payable to the order of the Fund, the Funds management company, custodian, transfer agent or distributor or the retirement account custodian or trustee for a plan account investing in Shares (such checks are commonly known as third party checks) which checks are tendered to a bank for the purchase of Shares; or
(f) Upon the Funds request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems.
6.2 |
Notwithstanding any other provision of this Agreement, the Transfer Agent shall indemnify and hold harmless the Fund from and against any and all losses, damages, costs, charges counsel fees, payments, expenses and liability arising out of any error or delay on the part of the Transfer Agent in processing any order or redemption request for Portfolio shares requiring the Transfer Agent to engage in as of processing of such orders and/or requests to address the error or delay under applicable policies and procedures agreed upon by the Fund and the Transfer Agent. Notwithstanding the foregoing, the Transfer Agent shall not be held liable for any error or delay on the part of the Transfer Agent caused by processing as of transactions in accordance with the applicable policies and procedures or at the direction of the Fund. |
6.3 |
In order that the indemnification provisions contained in this Section 6 shall apply, upon the assertion of a claim for which the Fund may be required to indemnify the Transfer Agent, the Transfer Agent shall have acted without negligence, bad faith or willful misconduct and shall promptly notify the Fund of such assertion, and shall keep the Fund advised with respect to all developments concerning such claim. The Fund shall have the option to participate with the Transfer Agent in the defense of such claim or to defend against said claim in its own name or in the name of the Transfer Agent. The Transfer Agent shall in no case confess any claim or make any compromise in any case in which the Fund may be required to indemnify the Transfer Agent except with the Funds prior written consent. |
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7. |
Standard of Care |
The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its material breach of this Agreement, negligence, bad faith, or willful misconduct or that of its employees, agents or subcontractors. According to mutually agreed upon procedures, the Transfer Agent agrees to use reasonable efforts with regard to the processing of investment checks. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by Section 7 of this Agreement. The Transfer Agent agrees to perform its obligations under this Agreement in conformity with the service standards specified in Schedule D.
8. |
Confidentiality |
8.1 |
The Transfer Agent and the Fund agree that they will not, at any time during the Term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Shareholders or customers lists, trade secrets, cost figures and projections, profit figures and projections, or any personal information of the Funds shareholders or other secret or confidential information whatsoever, whether of the Transfer Agent or of the Fund, used or gained by the Transfer Agent or the Fund during performance under this Agreement. For purposes of this Agreement, Confidential Information shall also include: |
(a) Any data or information that is competitively sensitive material, and not generally known to the public, including but not limited to, information about product plans, marketing strategies, finance, operations, customer relationship, customer profiles, Shareholder personal information, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or the Transfer Agent, their respective affiliates and customers, shareholders, clients and suppliers of any of them;
(b) Any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or the Transfer Agent a competitive advantage over its competitors;
(c) All confidential or proprietary concepts, documentation, reports, data specifications, computer software, source code, object code, flow charts, databases, inventions, know-how and trade secrets, whether or not patentable or copyrightable; and
(d) Information that the Fund is required to keep confidential pursuant to agreements with third party service providers.
- 10 -
Confidential information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released with the written permission of the other party for general disclosure by a written release by the Transfer Agent or the Fund, as the case may be; (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement; (iv) are subsequently disclosed to a party hereto on a non-confidential basis by a third party that is not bound by an agreement of non disclosure or confidentiality with another party hereto or its affiliates, which rightfully acquired such information; or (v) are independently developed by a party hereto.
The Fund and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Fund and their successors and assigns. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or Fund agent for purposes of providing services under this Agreement, provided such parties are bound by the same obligations to maintain confidentiality as set forth above.
8.2 |
In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will use reasonable efforts to notify the Fund to the extent legally permitted and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order. |
8.3 |
The Fund and the Transfer Agent shall each comply with all applicable laws, rules and regulations relating to privacy, confidentiality, data security and the handling of personal financial information applicable to it that may be established from time to time, including but not limited to the Gramm-Leach-Bliley Act and Securities and Exchange Commission Regulation S-P (17 CFR Part 248) promulgated thereunder. |
9. |
Covenants of the Fund and the Transfer Agent |
9.1 |
The Fund shall promptly furnish to the Transfer Agent the following: |
(a) A certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all amendments thereto.
9.2 |
The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. |
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9.3 |
The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable as required by applicable laws, rules and regulations. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request. |
9.4 |
The Transfer Agent shall provide assistance to and cooperate with the Funds internal or external auditors in connection with any Fund-directed audits. The Transfer Agent shall provide such assistance in accordance with reasonable procedures and at reasonable frequencies, which shall not exceed twice each calendar year unless otherwise agreed to by the parties, and the Fund shall provide reasonable advance notice to the Transfer Agent of such audits. For purposes of such audits, at the request of the Fund, the Transfer Agent will use reasonable efforts to make available, during normal business hours, all required records, data and operating processes for review by such auditors. On an annual basis, the Transfer Agent will provide the Fund with copies of its SAS 70 report. The Fund understands and agrees that its auditors will be required by the Transfer Agent to execute a confidentiality agreement prior to being given access to such records, data and operating processes. |
10. |
Termination of Agreement |
10.1 |
Term . The term of this Agreement shall be three years (Initial Term) from December 8, 2008 unless terminated pursuant to the provisions of this Section 10 . After the Initial Term, this Agreement will renew automatically from year to year (each such renewal year and the Initial Term, each a Term). After the initial term, this Agreement may be terminated by either party upon at least sixty (60) days written notice to the other party. The Fund may terminate this Agreement upon at least 60 days prior written notice to the Transfer Agent with respect to any Portfolio that will cease investment operations. No later than ninety (90) days before the expiration of each Term the parties to this Agreement will agree upon a Fee Schedule for the upcoming Term. Otherwise the fees shall be increased pursuant to Section 2.5 of this Agreement. In the event of the termination of this Agreement, the terms of this Agreement shall continue in effect until the date that the Deconversion (defined below) of the Fund is completed. |
10.2 |
Termination; Deconversion . In the event that this Agreement is terminated, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at the Funds request, shall offer reasonable assistance to the Fund in converting the records of the Fund from the Transfer Agents systems to whatever services or systems are selected by the Fund (the Deconversion). As used herein reasonable assistance and transitional assistance shall not include requiring the Transfer Agent (i) to assist any new service or system provider (the new agent) to |
- 12 -
modify, to alter, to enhance, or to improve the new agents system, or to provide any new functionality to the new agents system, (ii) to disclose any Proprietary Information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any Transfer Agent software, or to otherwise alter the format of the data as maintained on any Transfer Agents systems. Notwithstanding anything contained in this Agreement to the contrary, should the Fund desire to carry out such Deconversion, the Transfer Agent shall use its best efforts to facilitate the conversion on such date; however, there can be no guarantee or assurance that the Transfer Agent will be able to complete a Deconversion by such requested date. |
10.3 |
Fees and Expenses upon Termination. S hould either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Fund, except to the extent the termination of this Agreement is the result of a material breach of this Agreement by the Transfer Agent, in which case the Transfer Agent will bear those costs. Additionally, the Transfer Agent reserves the right to charge a reasonable fee for its deconversion services, except to the extent the termination of this Agreement is the result of a material breach of this Agreement by the Transfer Agent, in which case the Transfer Agent will not charge a fee. In the event of termination of this Agreement, the Fund agrees to pay the Transfer Agent promptly all amounts due the Transfer Agent hereunder for services performed and reasonable out-of-pocket expenditures incurred prior to such termination. |
10.4 |
Confidential Information . Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations. |
10.5 |
Termination by the Fund. The Fund, in addition to any other rights and remedies, shall have the right to terminate this Agreement upon the occurrence of (i) the bankruptcy of the Transfer Agent or the appointment of a receiver therefore if such proceedings are not dismissed within 21 days of being brought or (ii) the material failure by the Transfer Agent to perform its duties and obligations under this Agreement or a material breach of this Agreement by the Transfer Agent. With respect to (i), the termination shall be effective at any time specified in a written notice from the Fund to the Transfer Agent. With respect to (ii), the Fund shall provide the Transfer Agent with written notice identifying such failure or breach and stating its intention to terminate the Agreement in sixty (60) days from the date of such notice if such failure or breach has not been cured by the Transfer Agent within thirty (30) days after receipt of such written notice from the Fund, except that any failure by the Transfer Agent to maintain its registration as a transfer agent must be cured immediately. |
10.6 |
Termination by the Transfer Agent . The Transfer Agent, in addition to any other rights and remedies, shall have the right to terminate this Agreement upon the occurrence at any time of (i) the bankruptcy of the Fund or the appointment of a receiver therefore if such proceedings are not dismissed within 21 days of being brought, or (ii) the material failure by the Fund to perform its duties and obligations under this Agreement or a material breach of this Agreement by the Fund. With |
- 13 -
respect to (i), the termination shall be effective at any time specified in a written notice from the Transfer Agent to the Fund. With respect to (ii), the Transfer Agent shall provide the Fund with written notice identifying such failure or breach and stating its intention to terminate the Agreement in sixty (60) days from the date of such notice if such failure or breach has not been cured by the Fund within thirty (30) days after receipt of such written notice from the Transfer Agent. |
11. |
Assignment and Third Party Beneficiaries |
11.1 |
Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. |
11.2 |
Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. |
11.3 |
This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 12.1 and Schedule 1.1, neither party shall make any commitments with third parties that are binding on the other party without the other partys prior written consent. |
12. |
Subcontractors |
12.1 |
Except as otherwise provided, nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same and shall have acted without negligence, bad faith or willful misconduct. The Transfer Agent shall retain agents or subcontractors to provide transfer agency functions and activities incidental thereto to the Portfolios only upon the written approval of the Fund, and subject to such additional or differing terms as the Transfer Agent and the Fund may agree. |
13. |
Miscellaneous |
13.1 |
Amendment. This Agreement may be amended or modified by a written agreement executed by both parties and, if material, authorized or approved by a resolution of the Board of Trustees of the Fund. |
13.2 |
Colorado Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the state of Colorado. |
- 14 -
13.3 |
Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, and such party has acted without negligence, bad faith or willful misconduct, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. In the event of a disaster rendering the Transfer Agents systems or facilities inoperable, the Transfer Agent will use all reasonable efforts to continue to provide services to the Fund in accordance with the Transfer Agents then current Business Contingency plan, which includes such general back-up facilities as the Transfer Agent reasonably determines to be appropriate. |
13.4 |
Notice. A copy of the Declaration of Trust is on file with the Secretary of the State of the applicable state of organization, and notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. |
13.5 |
Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement. |
13.6 |
Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. |
13.7 |
Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence. |
13.8 |
Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition. |
13.9 |
Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. |
13.10 |
Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. |
13.11 |
Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in |
- 15 -
evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence. |
13.12 |
Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other. |
(a) |
ALPS Fund Services, Inc. |
1290 Broadway, Suite 1100
Denver, CO 80203
Attention: General Counsel
Fax: 303.623.7850
(b) |
If to the Fund, to: |
Forward Funds
433 California Street, 11 th Floor
San Francisco, California 94104
Attn: President
Fax: (415) 982-2566
14. |
Additional Fund |
In the event that the Fund establish one or more Portfolios, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such Portfolio shall become a Portfolio hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
ALPS FUND SERVICES, INC. | FORWARD FUNDS | |||||||
By: |
/s/ Jeremy May |
By: |
/s/ J. Alan Reid, Jr. |
|||||
Name: |
Jeremy May |
Name: |
J. Alan Reid, Jr. |
|||||
Title: |
President |
Title: |
President |
- 16 -
SCHEDULE A-1
To the Amended and Restated Transfer Agency and Service Agreement
Forward Series Portfolios and Classes List
As of June 15, 2009
Portfolio |
Open Classes of Shares |
|
Forward Banking and Finance Fund |
Class A | |
Class C | ||
Forward Emerging Markets Fund |
Investor Class | |
Institutional Class | ||
Class A | ||
Forward Global Infrastructure Fund |
Institutional Class | |
Class A | ||
Class B | ||
Class C | ||
Forward Growth Fund |
Institutional Class | |
Class A | ||
Class C | ||
Forward HITR Fund |
1 | |
Forward International Equity Fund |
Investor Class | |
Institutional Class | ||
Forward International Fixed Income Fund |
Investor Class | |
Institutional Class | ||
Class C | ||
Forward International Real Estate Fund |
Institutional Class | |
Class A | ||
Class B | ||
Class C | ||
Forward International Small Companies Fund |
Investor Class | |
Institutional Class | ||
Class A | ||
Forward Large Cap Equity Fund |
Institutional Class | |
Class A | ||
Forward Legato Fund |
Investor Class | |
Institutional Class | ||
Class A | ||
Forward Long/Short Credit Analysis Fund |
Investor Class | |
Institutional Class | ||
Class C | ||
Forward Mini-Cap Fund |
Investor Class | |
Institutional Class | ||
Forward Real Estate Fund |
Investor Class | |
Institutional Class | ||
Class A | ||
Class B | ||
Class C |
1 |
The Forward HITR Fund is not yet operational. Once operational, the open share classes will be added and the Fund will incur charges in accordance with Schedule B. |
- 17 -
Forward Select Income Fund |
Institutional Class Class A Class B Class C |
|
Forward Small Cap Equity Fund |
Investor Class Institutional Class Class A |
|
Forward Strategic Realty Fund |
Institutional Class Class A Class B Class C |
|
Forward Tactical Growth Fund |
2 |
2 |
The Forward Tactical Growth Fund is not yet operational. Once operational, the open share classes will be added and the Fund will incur charges in accordance with Schedule B. |
- 18 -
SCHEDULE A-2
To the Amended and Restated Transfer Agency Service Agreement
Accessor Series Portfolio and Classes List
As of June 3, 2009
Portfolio |
Class of Shares |
|
Accessor Aggressive Growth Allocation Fund |
Investor Class Institutional Class A Class C Class |
|
Accessor Balanced Allocation Fund |
Investor Class Institutional Class A Class C Class |
|
Accessor Frontier Markets Fund |
Investor Class Institutional Class A Class Z Class |
|
Accessor Growth Allocation Fund |
Investor Class Institutional Class A Class C Class |
|
Accessor Growth & Income Allocation Fund |
Investor Class Institutional Class A Class C Class |
|
Accessor Growth Fund |
Investor Class Institutional Class A Class C Class Z Class |
|
Accessor High Yield Bond Fund |
Investor Class Institutional Class A Class C Class Z Class |
|
Accessor Income Allocation Fund |
Investor Class Institutional Class A Class C Class |
|
Accessor Income & Growth Allocation Fund |
Investor Class Institutional Class A Class C Class |
- 19 -
Accessor International Equity Fund |
Investor Class Institutional Class A Class C Class Z Class |
|
Accessor Investment Grade Fixed Income Fund |
Investor Class Institutional Class C Class Z Class |
|
Accessor Limited Duration U.S. Government Fund |
||
Accessor Mortgage Securities Fund |
Investor Class Institutional Class C Class Z Class |
|
Accessor Small to Mid Cap Fund |
Investor Class Institutional Class A Class C Class Z Class |
|
Accessor Strategic Alternatives Fund |
Investor Class Institutional Class Z Class |
|
Accessor Total Return Fund |
||
Accessor U.S. Government Money Fund |
Investor Class Institutional Class A Class C Class Z Class |
|
Accessor Value Fund |
Investor Class Institutional Class A Class C Class Z Class |
- 20 -
SCHEDULE B
To the Amended and Restated Transfer Agency and Services Agreement
Fee Schedule
Effective June 15, 2009
Base Fee:
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens.
A. |
Forward Series (Schedule A-1) |
Annual Base Fee of:
$248,000;
Plus:
an additional $12,000 annual base fee for the Forward HITR Fund and Forward Tactical Growth Fund to be billed when the Forward HITR Fund and Forward Tactical Growth Fund commence operations;
an additional $12,000 annual base fee for each additional Portfolio in the Forward Series that may be established by the Trust; and
an additional $2,000 annual base fee for each additional class of shares per Portfolio in the Forward Series that may be established by the Trust.
Minus:
$12,000 annual base fee for each Portfolio in the Forward Series that is liquidated from the Trust; and
$2,000 annual base fee for each class of shares per Portfolio in the Forward Series that is removed from the Trust.
B. |
Accessor Series (Schedule A-2) |
Annual Base Fee of:
$652,000;
- 21 -
Plus:
an additional $12,000 annual base fee for each additional Portfolio in the Accessor Series that may be established by the Trust; and
an additional $2,000 annual base fee for each additional class of shares per Portfolio in the Accessor Series that may be established by the Trust.
Minus:
$12,000 annual base fee for each Portfolio in the Accessor Series that is liquidated from the Trust; and
$2,000 annual base fee for each class of shares per Portfolio in the Accessor Series that is removed from the Trust.
Annual Open Account Fees :
$11.00 annual fee per each of the first10,000 open direct accounts;
$10.00 annual fee per each of the remaining open direct accounts
$10.50 annual fee per each of the first 50,000 NSCC accounts
$ 8.00 annual fee per each over 50,000 NSCC accounts
Annual Inactive Account Fees 1 :
$5.00 per inactive account
Annual Closed Account Fees 2 :
$0.50 per closed account
1 |
An inactive account is an account with a zero balance that has had activity in the last eighteen months. |
2 |
A closed account is an account with a zero balance that has not had activity in the last eighteen months. |
Out-of-Pocket Fees:
The following fees represent expenses that may be incurred by ALPS Fund Services, Inc. (ALPS) from outside vendors. These fees are passed directly through at cost to our clients as out-of-pocket expenses. The following fees are estimates and are subject to change:
|
Monthly NSCC-interface fees |
|
The cost of printing and mailing shareholder confirmations and statements |
|
Blue Sky state registration fees |
|
The cost of fund-specific statement paper and envelopes |
|
Postage |
|
SAS 70 report |
- 22 -
|
Customized programming/enhancements |
|
Fulfillment costs |
|
22c-2 fees, if applicable |
|
Sales reporting fees, if applicable |
|
DDA Transfer Wire Charges, if applicable |
|
Other miscellaneous expenses that may occur at the Funds direction |
Special Fee Considerations:
|
In the event that ALPS is successful in reducing its direct costs for maintaining inactive NSCC accounts, ALPS will reduce accordingly its fees charged under this Agreement for such accounts. |
- 23 -
SCHEDULE C
SECURITY PROCEDURES
Telephone Verification Procedures:
The Transfer Agent will require verification of all of the following by the caller
¨ |
Social Security number or Tax ID number |
¨ |
Account Registration / Legal Name of Account |
¨ |
Mailing Address of Record |
Fax Verification Procedures:
The Transfer Agent will require that the fax contain an authorized signature for verification. In addition, for faxed applications, the Transfer Agent will require the shareholder to mail the original in a timely manner.
Phone | Fax | |||||||
NO
Signature Guarantee Required |
Signature
Guarantee Required (2) |
|||||||
Redemptions |
||||||||
Wire to bank instructions on record |
X | X | X | |||||
Wire to new bank instructions |
X | |||||||
Exchanges between classes |
X | X | X | |||||
Purchases |
||||||||
Purchase by wire |
X | X | X | |||||
Transfers |
||||||||
Transfer assets to different account registration |
X | X | ||||||
Account Maintenance |
||||||||
Establish new account |
X | X | ||||||
Change address of record |
X | X | X | |||||
Change account registration |
X | X | ||||||
Add bank wiring instructions |
X | X | ||||||
Remove bank wiring instructions |
X | X | X | |||||
Change interested party (additional mailings) |
X | X | ||||||
Change broker dealer of record |
X | X | ||||||
Change dividend options |
X | X | X | |||||
Addition or removal of authorized signer or transactor |
X | X |
- 24 -
In addition to the transaction discussed above, the Transfer Agent will follow the following procedures with respect to corporate accounts:
|
The Transfer Agent may require authorization from the Fund to accept outdated corporate resolutions. |
|
The Transfer Agent will require authorization from the Fund to accept transactions or maintenance requests for accounts with corporate resolutions missing authorized signatories. |
- 25 -
SCHEDULE D
SERVICE LEVELS/PERFORMANCE STANDARDS
Teleservicing:
|
Access to call monitoring and to ALPS Fund Services, Inc.s (ALPS) call storage system |
|
Bi-weekly joint call monitoring sessions if requested by Forward Management (FM). Client/prospect calls to be reviewed may be selected by both ALPS and FM. |
The following standards will be met 90% of the time on a monthly basis:
|
Average Speed of Answer will be 20 seconds or less |
|
Average Service Level will be >90% |
|
Service Level will be <70% three days or less per month |
|
Abandonment rate will be less than 5%. (The abandonment rate will be calculated as follows: calls abandoned after 20 seconds/calls offered during month) |
|
Average wait time of 15 seconds or less |
|
Two or less customer service complaints per month with regard to service provided by phone representatives |
Processing:
|
Secure, web-based access to client account information |
|
Client impacted direct transactions error rate of <2% |
|
Client impacted direct maintenance error rate of <5% |
The following standards will be met 98% of the time on a monthly basis*.
|
New accounts in good order will be established on transfer agency system (TA system) the day received |
|
Shareholder transactions in good order will be placed on the TA system the day they are received |
|
Routine account maintenance/correspondence items in good order will be completed within two business days of receipt |
* |
These processes noted above are audited by Deloitte & Touche LLP. Samples of specific accounts and/or transactions may be provided to FM at its request. |
Print/Mail:
The following standards will be met 95% of the time on a monthly basis:
|
Daily transaction confirmations will be mailed/emailed to shareholders by the business day after trade date (T+1) |
|
Redemption checks will be mailed to shareholders by the business day after trade date (T+1) |
|
Monthly and quarterly statements will be mailed or will be available online to shareholders within five business days after month/quarter end (ALPS will not be held responsible for missing deadline if inserts provided by FM are not received by 2 nd business day after month/quarter end) |
- 26 -
|
1099s (B/Div/R) will be mailed to shareholders by January 31 |
|
5498s will be mailed to shareholders by May 31 |
Penalties:
The penalty for missing a standard in one month during any rolling twelve month period is a 10% reduction in the TA fee payable to ALPS for that month.
The penalty for missing a standard in a second month during any rolling twelve month period is a 20% reduction in the TA fee payable to ALPS for that month.
The penalty for missing a standard in a third month during any rolling twelve month period is a 20% reduction in the TA fee payable to ALPS for that month.
The penalty for missing a standard in a fourth month during any rolling twelve month period is a 30% reduction in the TA fee payable to ALPS for that month. In addition, F M will have the right to terminate this Agreement with ALPS on thirty days notice if ALPS has missed a standard for four months during any rolling twelve month period.
- 27 -
Exhibit (h)(3)
AMENDED AND RESTATED TRANSFER AGENT INTERACTIVE CLIENT
SERVICES AGREEMENT
This Amended and Restated Transfer Agency and Services Agreement (the Agreement) is made this 3 rd day of June, 2009 and effective as of June 15, 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.
WHEREAS , the Fund is an open-end management investment company registered under the Investment Company Act of 1940, as amended, presently consisting of twelve portfolios, having multiple classes of shares, listed in Schedule I-A and Schedule I-B attached hereto; such investment portfolio and any additional investment portfolios that may be established by the Fund is referred to herein individually as a Portfolio and collectively as the Portfolios; and
WHEREAS , ALPS is a provider of transfer agency services to the mutual fund industry utilizing proprietary and licensed computer software programs to allow shareholders to access their account information and real-time transaction processing; and
WHEREAS , pursuant to a Transfer Agent Interactive Client Services Agreement between ALPS and the Fund on behalf of the Portfolios listed on Schedule I-A attached hereto dated September 12, 2005 (the ICS Agreement) the Fund utilizes ALPS Interactive Client Services (ICS) to provide the Funds shareholders with access to shareholder account information and real-time transaction processing capabilities in accordance with the terms of the ICS Agreement; and
WHEREAS , ALPS and the Fund amended and restated the ICS Agreement on May 1, 2009 to include the Portfolios listed on Schedule I-B attached hereto; and
WHEREAS , the Parties desire to amend and restate the Prior Agreement.
NOW , THEREFORE , in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows.
ARTICLE I
DEFINITIONS
The following definitions shall apply to this Agreement. Additional terms may be defined in the Agreement and in the exhibits, which describe the ICS to be provided by ALPS for the Fund.
Affiliate shall mean, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person.
Portfolio(s) shall mean the various registered investment companies (mutual funds) which the Fund has designated to participate in ICS, and as listed on Schedule I, attached hereto.
Investment Company Web Site shall mean the collection of electronic documents or pages residing on the computer system of an Internet Service Provider (ISP) hired by the Funds connected to the Internet and accessible by hypertext link through the World Wide Web, where Persons may view information about the Portfolio and access the various Transaction screens provided by the Fund.
Person shall mean an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Security Procedures shall mean the procedures, including the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via ICS.
Transactions shall mean account inquiries, purchases, redemptions through Automated Clearing House, fed wire, or check to the address of record for the Portfolio account, exchanges and other transactions offered through ICS.
User(s) shall mean record owners or authorized agents of record owners of shares of a Portfolio, including brokers, investment advisors and other financial intermediaries.
ARTICLE II
USE OF ICS BY THE FUNDS
Section 2.1 Selection of ICS . ALPS will perform, and the Fund has selected, the ICS services described on Exhibit A and C attached to this Agreement.
Section 2.2 Responsibilities of ALPS . During the Term and subject to the provisions of this Agreement, ALPS shall, at its expense (unless otherwise provided for herein): (i) provide, or hire other Persons to provide, all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the ICS; and (ii) deliver a monthly billing report to the Funds, which shall include a report of Transactions, by type, processed through ICS.
Section 2.3 Responsibilities of the Funds . During the Term and subject to the provisions of this Agreement, the Funds shall at their expense (unless otherwise provided for herein) fulfill the Funds obligations, if any, set forth in this Agreement.
Section 2.4 Change in Designated Portfolios . Upon thirty (30) days prior notice to ALPS, the Fund may change the Portfolios designated to participate in ICS by delivering to ALPS, in writing, a revised list of participating Portfolios.
Section 2.5 Scope of ALPS Obligations . ALPS shall at all times use reasonable commercial efforts in performing ICS under this Agreement. In the absence of willful misconduct, knowing violations of applicable law, reckless disregard of its duties under this Agreement, or negligence on its part in the performance of ICS, ALPS shall not be liable for any loss or damage suffered in connection with the use of the ICS under this Agreement. With respect to those actions or services delineated in Exhibit A and all other instructions given to ALPS by the Fund, ALPS shall be presumed to have exercised reasonable commercial efforts if it has acted in accordance with Exhibit A and other instructions provided by the Fund. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from Security Procedures which ALPS has implemented or omitted, ALPS shall be presumed to have used reasonable commercial efforts if it has followed, in all material respects, those Security Procedures described, posted and maintained on ALPS Virtual Access (AVA) site and in Exhibit B to this Agreement. ALPS may, but shall not be required to, modify such Security Procedures from time to time to the extent it believes, in good faith, that such modifications will enhance the security of ICS. All data and information transmissions via ICS are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry, which compliance is the sole responsibility of the Fund. The Fund acknowledges and agrees that its Users are responsible for verifying the accuracy and receipt of all data or information transmitted via ICS. The Fund is responsible for advising its Users of their responsibility for promptly notifying the ALPS of any errors or inaccuracies relating to shareholder data or information transmitted via ICS. ALPS will not be held liable for any errors or inaccuracies relating to shareholder data or information transmitted to ALPS via ICS by Transfer Agent, the Fund or Designated Agent for the services described in Exhibit C.
ARTICLE III
FEES
As consideration for the performance by ALPS of the ICS, the Fund will pay ALPS the fees as set forth on Exhibit D to this Agreement.
ARTICLE IV
PROPRIETARY RIGHTS
Section 4.1 ALPS Property. The Fund acknowledges and agrees that it obtains no rights in or to any of the software, hardware, processes, trade secrets, proprietary information or distribution and communication networks of ALPS. Any software ALPS provides to the Fund pursuant to this Agreement shall be used by the Fund only during the term of this Agreement and only in accordance with the provisions of this Agreement to provide connectivity to and through ALPS, and shall not be used by the Fund to provide connectivity to or through any other system or Person. Any interfaces and software developed by ALPS shall not be used to connect the Fund to any transfer agency system or any other Person without ALPS prior written approval. Except with ALPS consent or in conformity with Federal copyright laws, the Fund shall not copy, decompile or reverse engineer any software provided to the Fund by ALPS. The Funds also agree not to take any
action which would mask, delete or otherwise alter any of ALPS on-screen disclaimers and copyright, trademark and service mark notifications provided by ALPS, in writing, from time to time, or any point and click features relating to User acknowledgment and acceptance of such disclaimers and notifications.
Section 4.2 Investment Company Web Site . The web pages that make up the Investment Company Web Site contain intellectual property, including, but not limited to, copyrighted works, trademarks, and trade dress, that is the property of the Fund. The Fund retains all rights in the intellectual property that resides on the Investment Company Web Site, not including any intellectual property provided by or otherwise obtained from ALPS. To the extent that the intellectual property of the Fund is duplicated within the ALPS Web Site to replicate the look and feel, trade dress or other aspect of the appearance or functionality of the Investment Company Web Site, the Fund grants to ALPS a non-exclusive, non-transferable license to such intellectual property for the duration of this Agreement. This license is limited to the intellectual property of the Fund needed to replicate the appearance of the Investment Company Web Site and does not extend to any other intellectual property owned by the Fund.
Section 4.3 IP Warranty . Except with respect to the design and graphical elements and Web pages provided to ALPS by the Fund, ALPS warrants to the Fund that ALPS owns or has sufficient license or other legal rights in all software and intellectual property used by ALPS at its facilities to provide the ICS, and such use by ALPS does not infringe or otherwise violate the U.S. copyrights of any other party. In the event one or more ICS are not useable by Customer as a result of a breach of the foregoing warranty, then ALPS will use reasonable commercial efforts to: (a) procure for the Funds the right to continue using the ICS or infringing portion thereof, or (b) modify the ICS so that it becomes non-infringing but has substantially the same capabilities, or (c) replace the ICS or infringing part thereof by other systems of similar capability within a reasonable period of time under the circumstances. If ALPS is not able to satisfy the foregoing requirements, then, as the sole remedy, Fund will be entitled to terminate this Agreement immediately.
ARTICLE V
TERM AND TERMINATION
Section 5.1 Term . The term of this Agreement shall be three years (Initial Term) from December 8, 2008 unless terminated pursuant to the provisions of this Section 5. ). This Agreement shall automatically renew at the end of the Initial Term for additional, successive twelve (12)-month terms (each, a Renewal Term) unless terminated by either party on not less than sixty (60) days prior written notice to the other party. The Initial Term and any Renewal Term(s) are referred to herein as the Term.
Section 5.2 Termination . Throughout the Term, either Party shall have the right to terminate this Agreement on written notice to the other Party of the other Partys material breach of this Agreement and such Partys failure to cure such breach within thirty (30) days. This Agreement shall automatically terminate upon the termination of the Transfer Agency Agreement between the Fund and ALPS.
Section 5.3 Effect of Termination . In the event of a termination under the provisions of this Article V, the Parties will have no continuing obligations to one another other than the obligation to return to one another the confidential or proprietary materials of the other in their possession.
ARTICLE VI
INDEMNIFICATION; LIABILITY LIMITATIONS
Section 6.1 No Other Warranties . Except as otherwise expressly stated in section 2.5 of this Agreement, the ICS and all software and systems described in this Agreement and its Exhibits are provided as-is, on an as available basis, and ALPS hereby specifically disclaims any and all representations or warranties, express or implied, regarding services provided by ALPS hereunder, including any implied warranty of title, merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.
Section 6.2 Limitation of Liability . Under no circumstances shall ALPS be liable for indirect, incidental, consequential, special, exemplary or punitive damages (even if ALPS has been advised of or has foreseen the possibility of such damages), arising from the use or inability to use the ICS or under any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business. Without limiting any of the foregoing terms of this Section, in no event shall ALPS be liable under this Agreement in tort or otherwise for an amount exceeding the aggregate fees actually received by ALPS and its affiliates pursuant to Article III of this Agreement and all other agreements between ALPS and the Fund or its affiliates during the most recent 12 months.
Section 6.3 Indemnity . The Fund hereby indemnifies and holds ALPS harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys fees, arising in connection with the use of, or inability to use, the ICS by any User, except to the extent such liabilities result directly from the material breach of this Agreement, negligence or intentional misconduct of ALPS in the performance of the ICS.
ARTICLE VII
CONFIDENTIALITY
Section 7.1 Confidential Information . Each of the Parties hereby acknowledges that in the course of performing its obligations hereunder, the other may disclose to it certain information and know-how of a technical, financial, operational or other sort, that is nonpublic and otherwise confidential or proprietary to the disclosing Party. This Agreement, and in particular, all ALPS Security Procedures and fee schedules, shall be considered confidential and proprietary. Each Party acknowledges that any such proprietary or confidential information disclosed to it is of considerable commercial value and that the disclosing Party would likely be economically or otherwise disadvantaged or harmed by the direct or indirect use or disclosure thereof, except as specifically authorized by the disclosing Party. Each Party therefore agrees to keep in strict confidence all such information that may from time to time be disclosed to it, and agrees not to use such
information except as expressly permitted hereby or to disclose such information to any third Party for any purpose without the prior consent of the other. The provisions of this Section 7.1 shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Partys possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Agreement, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software, which are the property of the other Party.
Section 7.2 Specific Performance . Each of the Parties agrees that the non-breaching Party would not have an adequate remedy at law in the event of the other Partys breach or threatened breach of its obligations under Section 7.1, and that the non-breaching Party would suffer irreparable injury and damage as a result of any such breach. Accordingly, in the event either Party breaches or threatens to breach the obligations set forth in Section 7.1, in addition to and not in lieu of any legal or other remedies such Party may pursue hereunder or under applicable law, each Party hereby consents to the granting of equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) against it by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security therefore, prohibiting any such breach or threatened breach. In any proceeding upon a motion for such equitable relief, a Partys ability to answer in damages shall not be interposed as a defense to the granting of such equitable relief.
ARTICLE VIII
FORCE MAJEURE
The Fund acknowledges that the Internet is an insecure, unstable, unregulated, unorganized and unreliable environment, and that the ability of ALPS to deliver ICS is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties. ALPS shall not be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including acts of God, strikes, riots, acts of war, power failures, functions or malfunctions of the Internet, telecommunications services, firewalls, encryption systems and security devices, or governmental regulations imposed after the date of this Agreement.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Governing Law; Jurisdiction . This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the state of Colorado, without reference to the conflict of laws provisions thereof.
Section 9.2 Headings . Headings used herein are for convenience of reference only, and shall not be used in the construction or interpretation hereof.
Section 9.3 Counterparts : This Agreement may be executed in counterparts, all of which together shall be deemed one and the same Agreement.
Section 9.4 Parties Independent Contractors . The Parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them, and none of them shall have the power of authority to bind or obligate the others in any manner not expressly set forth herein.
Section 9.5 Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby unless either of the Parties shall, in its reasonable determination, conclude that it shall be materially prejudiced by such holding of invalidity, illegality or unenforceability, in which case such Party may terminate this Agreement by thirty (30) days written notice to the other.
Section 9.6 No Waiver . No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
Section 9.7 Assignment . Neither this Agreement nor all or any of the rights and obligations of either Party hereunder shall be assigned, whether by agreement or by operation of law to any Person other than an Affiliate of the assigning Party, without the prior written consent of the other Party, and any attempt to do so shall be void. No such permitted assignment shall relieve the assigning Party of its obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the respective successors, permitted assigns and legal representatives of the Parties hereto.
Section 9.8 Notices . All notices, requests or communications required hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery, if delivered personally against written receipt, (ii) three (3) days after posting by certified mail, postage prepaid, return receipt requested, (iii) upon confirmed receipt, if delivered by telecopier or (iv) the next day if delivered by a recognized overnight commercial courier, such as Federal Express or Airborne, addressed in each instance to the Parties at the addresses set forth below or at such other addresses as shall be given by either of the Parties to the other in accordance with this Section 9.8.
a. |
if to the Fund at: |
Forward Funds
433 California Street, 11 th Floor
San Francisco, California 94104
Fax: (415) 982-2566
Attn: President
b. |
if to ALPS at: |
1290 Broadway, Suite 1100
Denver, Colorado, 80203
Fax: (303) 623-7850
Attn: General Counsel
Section 9.9 Entire Agreement . This Agreement and its Exhibits together constitute the complete understanding and agreement of the Parties with respect to the subject matter hereof, and shall supersede all prior communications with respect thereto. They may not be modified, amended or in any way altered, except in a writing signed by both Parties. No agent of any Party hereto is authorized to make any representation, promise or warranty inconsistent with the terms hereof.
IN WITNESS WHEREOF, the Parties hereto have set their hands by their authorized representatives as of the year and date first written above.
FORWARD FUNDS |
||
By: |
/s/ J. Alan Reid, Jr. |
|
Name: |
J. Alan Reid, Jr. |
|
Title: |
President |
|
ALPS FUND SERVICES, INC. |
||
By: |
/s/ Jeremy O. May |
|
Name: |
Jeremy O. May |
|
Title: |
President |
SCHEDULE I-A
To the Amended and Restated Transfer Agent Interactive Client Service Agreement
Forward Series Fund List
As of June 15, 2009
Forward Banking and Finance Fund
Forward Emerging Markets Fund
Forward Global Infrastructure Fund
Forward Growth Fund
Forward HITR Fund 1
Forward International Equity Fund
Forward International Fixed Income Fund
Forward International Real Estate Fund
Forward International Small Companies Fund
Forward Large Cap Equity Fund
Forward Legato Fund
Forward Long/Short Credit Analysis Fund
Forward Mini-Cap Fund
Forward Real Estate Fund
Forward Select Income Fund
Forward Small Cap Equity Fund
Forward Strategic Realty Fund
Forward Tactical Growth Fund 1
1 |
Fund has yet to commence operations. |
SCHEDULE I-B
To the Amended and Restated Transfer Agent Interactive Client Service Agreement
Accessor Series Fund List
As of June 3, 2009
Accessor Aggressive Growth Allocation Fund
Accessor Balanced Allocation Fund
Accessor Frontier Markets Fund
Accessor Growth Allocation Fund
Accessor Growth & Income Allocation Fund
Accessor Growth Fund
Accessor High Yield Bond Fund
Accessor Income Allocation Fund
Accessor Income & Growth Allocation Fund
Accessor Investment Grade Fixed-Income Fund
Accessor International Equity Fund
Accessor Limited Duration U.S. Government Fund
Accessor Mortgage Securities Fund
Accessor Small to Mid Cap Fund
Accessor Strategic Alternatives Fund
Accessor Total Return Fund
Accessor U.S. Government Money Fund
Accessor Value Fund
EXHIBIT A
TRANSFER AGENT WEB SERVICES INCLUDING E-DELIVERY AND ON-LINE
ACCOUNT APPLICATIONS
1. |
Transfer Agent Web Services . The Fund has requested, and ALPS will provide Transfer Agent Web Services (TA Web) as one of the Interactive Client Services (ICS) provided pursuant to the terms of the ALPS ICS Agreement (the Agreement) between the Fund and ALPS. Through TA Web, Shareholders may submit Transaction requests directly to the Funds transfer agent via the Internet as described further in this Exhibit. |
2. |
Transfer Agent e-Statement Program . The Fund has requested, and ALPS will provide a Transfer Agent e-Statement Program (e-Statement(s)) as one of the Interactive Client Services (ICS) provided pursuant to the terms of the Agreement between the Trust and ALPS. Through e-Statements, Shareholders will have the option to discontinue printed and mailed shareholder statements in favor of electronic ones. |
3. |
Transfer Agent Web-Documents Program . The Fund has requested, and ALPS will provide, a Transfer Agent Web-Documents Program (TA Web-D) as one of the ICS provided pursuant to the terms of the Agreement between the Fund and ALPS. Through TA Web-D, Shareholders will have the option to discontinue printed and mailed Regulatory Documents in favor of electronic ones. |
4. |
Transfer Agent On-Line Account Application Program . The Fund has requested, and ALPS will provide, an On-Line Account Application Program (On-Line Account Application (On-Line Account Application(s)) as one of the ICS provided pursuant to the terms of the Agreement between the Fund and ALPS. Through On-Line Account Applications, prospective Shareholders will have the option to establish an account with the Fund electronically in lieu of a mailed application. |
3. |
Definitions . For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Agreement): |
Shareholder shall mean the record owner or authorized agent of the owner of shares of a Fund.
Regulatory Documents shall mean the prospectus, annual report, semi-annual report and any other document required under applicable federal securities law to be delivered by the Fund to Shareholders.
4. |
ALPS Responsibilities . In connection with its performance of TA Web, e-statements, TA Web-D services and On-Line Account Applications, ALPS shall: |
(a) |
receive Transaction requests electronically transmitted to the ALPS Web Site via the Internet following execution of a link from the Investment Company Web Site to the ALPS Web Site and route Transaction requests to ALPS transfer agency system; |
(b) |
for each Transaction request received, route Transaction information from the ALPS transfer agency system to ALPS Web Site to be viewed by Users; |
(c) |
modify TAWeb Shareholder site to accommodate e-Statements, On-Line Account Application and TA Web-D services; |
(d) |
initiate the design, processing and maintenance of shareholder e-Statement, On-Line Account Applications and TA Web-D services; |
(e) |
provide technical support for the e-Statement, On-Line Account Applications and TA Web-D programs including: testing; quality control review; generation; and storage of e-Statements, On-Line Account Application and TA Web-D; |
(f) |
periodically review the e-mail list for completeness and accuracy. |
(g) |
perform all other ALPS obligations as set forth in the Agreement. |
5. |
Fund Responsibilities. In connection with its use of TA Web, the Fund, through its service providers, shall: |
(a) |
provide all computers, telecommunications equipment and other equipment and software reasonably necessary to develop and maintain the Investment Company Web Site; |
(b) |
design and develop the Investment Company Web Site functionality necessary to facilitate and maintain the hypertext links to the ALPS Web Site and the various Transaction Web pages and otherwise make the Investment Company Web Site available to Shareholders; |
(c) |
review, approve and provide reasonable notification of modifications thereto: disclosures provided to Shareholders via the site, including Fund Counsel review of disclosures; e-mail correspondence sent to Shareholders; and e-Statements, On-Line Account Applications and Regulatory Documents sent to Shareholders and periodically review the e-mail list for completeness and accuracy; |
(d) |
provide ALPS with: a contact for receipt of enhancement and maintenance notices; and a completed TA Web questionnaire, which includes a list of functionality options and trading rules. |
(e) |
provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS obligations hereunder; and |
(f) |
perform all other Fund obligations as set forth in the Agreement. |
6. |
Package Selection . TA Web is offered in a Basic Package and Basic Package with custom graphical and/or functional design changes. The Fund is selecting the: Basic Package. |
7. |
Fees . The current fees payable to ALPS by the Fund for TA Web are set forth on the Fee Schedule. ALPS reserves the right to change billable rates as it deems necessary upon 30 days written notice to the Fund. |
TRANSFER AGENT IVR SERVICES
1. |
Transfer Agent Interactive Voice Response (IVR) Services . Fund has requested, and ALPS will provide Transfer Agent IVR Services (TA IVR) as one of the Interactive Client Services (ICS) provided pursuant to the terms of the ALPS ICS Agreement (the Agreement) between the Fund and ALPS. Through TA IVR, Shareholders may retrieve account information and submit Transaction requests directly to the Funds transfer agent via the telephone as described further in this Service Exhibit. |
2. |
Definitions . For purposes of this Exhibit, the following additional definitions shall apply (in addition to all other defined terms in the Agreement): |
IVR Server shall mean a computer or computers which allows a user to interactively request information and submit commands using standard telephone service.
Shareholder shall mean the record owner or authorized agent of the owner of shares of a Fund.
3. |
ALPS Responsibilities . In connection with its performance of TA IVR, ALPS shall: |
(a) |
receive Transaction requests submitted via telephone to the ALPS IVR processing server and route Transaction requests to ALPS transfer agency system; |
(b) |
for each Transaction request received, route Transaction information from the ALPS transfer agency system to the IVR server to be heard by Users; |
(c) |
perform all other ALPS obligations as set forth in this Agreement. |
4. |
Fund Responsibilities . In connection with its use of TA IVR, the Fund shall: |
(a) |
complete a configuration form clearly designating which features and controls should be used in the Funds implementation; |
(b) |
provide ALPS with such other written instructions as its may request from time to time relating to the performance of ALPS obligations hereunder; and |
(c) |
perform all other Fund obligations as set forth in the Agreement. |
(d) |
provide ALPS with: a contact for receipt of enhancement and maintenance notices; and a completed IVR questionnaire, which includes a list of site functionality options and trading rules. |
5. |
Version Selection . TA IVR is offered in an Inquiry Only Package and a Standard Package. The Fund is selecting the Standard Package. |
The Inquiry Only Package limits the user to features that do not allow a user to perform any action that updates their account, including, but not limited to, transactions.
The Standard package includes everything included in the Inquiry Only package, plus the ability to place purchases, redemptions and exchanges.
6. |
Fees . The current fees payable to ALPS by the Fund for TA IVR are set forth on the Fee Schedule. ALPS reserves the right to change billable rates as it deems necessary upon 30 days written notice to the Fund. |
EXHIBIT B
SECURITY PROCEDURES - TRANSFER AGENT WEB SERVICES (TA WEB)
1. Password Requirements
Initial Authentication of a Shareholder in TA Web is accomplished through entry of the account number, e-mail address, custom question with answer and social security number. The Shareholder then creates a User ID and Password (PIN) to access TA Web. The User ID cannot be the same SSN, must not contain prohibited characters and must be of a minimum length. The User ID and password minimum and maximum lengths can be set at the fund group level. A minimum of 8 characters in length and a requirement of at least one non-alpha character are recommended for the password.
2. Encryption
The ALPS Web server runs Secure Sockets Layer (SSL). The purpose of using SSL is to encrypt data transmissions through the ALPS Web Site and block communications through the ALPS Web Site from Internet browsers which do not support SSL data encryption. The standard level of encryption supported by the ALPS Web Site is 128-bit. Further, ALPS uses a certificate from a major provider of server authentication services. Sensitive Fund data that is exchanged within TA Web user sessions is stored with a minimum of 128-bit encryption. This includes any data passed via URL within the application. Character validation methods are also employed to ensure that only appropriate data is passed to related databases.
3. Network Access Control
A computer referred to as a firewall router is located between the Internet backbone connection and the ALPS Web server. The purpose of the router is to control the connectivity to the ALPS Web server at the port level. This equipment is located at ALPS Denver data center. Changes to the configuration of this computer are administered by authorized IT staff. This equipment will not interrogate data, and its only function is to limit the type of traffic accessing the ALPS Web server to the suite of Hyper-Text Transfer Protocols (HTTP) transmissions. Ports on the router are configured to be consistent with ports on the ALPS Web server. All other ports on the router other than those configured for the ALPS Web server are not accessible from the Internet.
The ALPS Web server utilizes adequate and appropriate software and hardware. All services and functions within the ALPS Web server operating system are deactivated with the exception of services and functions which support TA Web. The general purpose of this feature is to prevent external users from entering commands or running processes on the ALPS Web server. All ports on the ALPS Web server, except those required by TA Web, are disabled. Directory structures are hidden from the user. Services which provide directory information are also deactivated.
ALPS administrators gain access to the ALPS Web server through the physical console connected to the ALPS Web server, or through the internal network via ALPS Secure ID.
TA Web is programmed to terminate the session/Transaction between the Shareholder and TA Web if data authentication fails. All successful and unsuccessful sessions are logged.
4. Limitation of Users
Access by ALPS personnel to the ALPS Web server is restricted within ALPS to a limited number of users based upon ALPS system administration requirements, as determined by appropriate ALPS systems managers from time to time.
5. Independence of the Funds Location on the Web Server
Independence of the Funds presence on the ALPS Web server is accomplished by establishing client-specific session variables that logically separate client data. Access to web forms, style-sheets, and data is governed by this structure. The base transaction code required by ICS is, however, shared by all data set partitions.
Each Fund URL on the ALPS Web server will identify a separate Fund presence. Access to the Funds presence on the ALPS Web server must be through the Investment Company Web Site.
Book marking of HTML pages within the Funds site on the ALPS Web server is not allowed.
6. Independent Security Review
Monthly network penetration tests are conducted by a reputable security consulting firm.
Application security assessments are performed on a periodic basis to ensure that code generated by ALPS meets industry standards and best practices.
7. Right to Audit
The Fund is allowed to audit, at their expense, the collection of electronic documents or pages residing on ALPS computer system relating to the Funds implementation of the TA Web service, if any, linked to the Internet and accessible by hypertext link through the World Wide Web, where the Transaction data fields and related screens provided by ALPS may be viewed by Users who access such site (ALPS Web Site) once in each 12 month period and any associated systems or networks within TA Web relating to the Funds implementation, after providing an audit plan to ALPS and upon ALPS consent thereto. The audit may include review of configurations, audit trails, and maintenance of systems and software within TA Web associated with the Funds TA Web site on the ALPS Web server. Tools which may be used for the audit may include network security tools; provided, that ALPS may specify the time at which any tool is used, if ALPS reasonably believes that such tool may affect system performance. The audit will be coordinated through ALPS and ALPS will be entitled to observe all audit activity. Additionally, ALPS shall be entitled to all results of an audit. The Fund will not perform any action that may interfere with the uptime or stability of ALPS systems or networks. The Fund and their review team will be considered authorized users and ALPS will not seek prosecution under any computer crime or other applicable statutes for such activity, as long as the Fund has provided ALPS a written audit plan, ALPS has approved the written audit plan, and the audit was executed in accordance with the written audit plan.
SECURITY PROCEDURES- TRANSFER AGENT IVR SERVICES
1. Password Requirements
Authentication of a Shareholder in TA IVR is based on account number, password, and optionally social security number.
An account number is required and is used as the identification (ID) of the Shareholder. A Password is required and is used as the access to the entered account. This is the Shareholders personal identification number (PIN).
A Social Security Number is an optional entry requirement controlled by the Fund to add another level of authentication to access the entered account number.
To utilize the TA IVR, a Shareholder must call the funds shareholder services line and request: a) the service be enabled for their account and b) a user id and password. The above authentication information will need to be provided in order to successfully complete the request.
2. Encryption
The IVR Processing server communicates with the Transfer Agency System via a 128-bit encrypted connection.
3. Network Access Control
A computer referred to as a firewall router is located between the Internet backbone connection and the ALPS IVR Processing server. The purpose of the router is to control the connectivity to the server at the port level. This equipment is located at ALPS Denver data center. Changes to the configuration of this computer are administered by authorized IT staff. Ports on the router are configured to be consistent with ports on the ALPS IVR Processing server. Access to the IVR Processing server is blocked from all areas outside the ALPS network.
The ALPS IVR server utilizes a standard operating system. All services and functions within the operating system are deactivated with the exception of services and functions which support TA IVR. The general purpose of this feature is to prevent external users from entering commands or running processes on the ALPS IVR server. All ports on the ALPS IVR server, except those required by TA IVR, are disabled. Directory structures are hidden from the user. Services which provide directory information are also deactivated.
ALPS administrators gain access to the ALPS IVR server through the physical console connected to the ALPS IVR server.
4. Independent Security Review
Monthly network penetration tests are conducted by a reputable security consulting firm.
Application security assessments are performed on a periodic basis to ensure that code generated by ALPS meets industry security standards best practices.
5. Limitation of Users
Access by ALPS personnel to the ALPS IVR server is restricted within ALPS to a limited number of users based on ALPS system administration requirements, as determined by appropriate ALPS systems managers from time to time.
Other than as amended hereby, all terms and conditions of the Agreement, including defined terms, are unchanged and remain in full force and effect. This Amendment shall be deemed to be an amendment to the Agreement and shall be governed by the laws of the State of Colorado.
EXHIBIT C
ALPS VIRTUAL ACCESS
1. |
ALPS Virtual Access . The Transfer Agent has requested, and ALPS will provide, access to ALPS Virtual Access (AVA), an ALPS proprietary platform that provides web-based access to information and data maintained on behalf of the Fund and maintains a complete audit trail of all activity on the site. Through AVA, the Transfer Agent, the Fund and broker-dealers and other financial institutions authorized by the Transfer Agent, deemed to be acting as a limited agent of the Fund (Designated Agent(s)), as applicable may have, based on the third party services offered under separate contract: (1) Fund shareholder data access, which interfaces with the transfer agency system and allows data retrieval and updates; (2) portfolio data access, which provides daily portfolio and securities detail and permits the Fund to create and save its own customized reports; and (3) links to PolicyIQ, which provides the Transfer Agent with access to ALPS policies and procedures and also provides the Transfer Agent with regulatory updates. |
2. |
Definitions . For purposes of this Appendix, the following additional definitions shall apply (in addition to all other defined terms in this Agreement): |
Shareholder shall mean the record owner or authorized agent of the owner of shares of a Fund.
Broker/Dealer shall mean a registered firm that has an active selling agreement with the Funds.
3. |
ALPS Responsibilities . In connection with its performance of AVA and AVA e-Delivery, ALPS shall: |
(a) |
provide technical support for AVA services, including: testing, quality control review, generation, and storage information; |
(b) |
establish, based on the Transfer Agents direction, user accounts with access to Funds data and information; |
(c) |
periodically review the list of users with access to Funds information and make the list available to the Transfer Agent or Fund for review; |
(d) |
provide Designated Agents who are acting on their own behalf, or on the behalf of individuals whom the Designated Agents are authorized to trade on behalf of, with access to AVA for trade processing subject to Designated Agents acceptance of the AVA online user agreement; and |
(e) |
perform all other ALPS obligations as set forth in this Agreement. |
4. |
Transfer Agent Responsibilities . In connection with its use of AVA and AVA e-Delivery, the Transfer Agent and/or Fund, through its service providers, shall: |
(a) |
provide all computers, telecommunications equipment and other equipment and software reasonably necessary to access the AVA site; |
(b) |
review, approve and provide users for access to the AVA site. This shall include any limitations to access based on function; |
(c) |
periodically review users list and make any necessary modifications, including the removal of users that should no longer have access to the Funds information; |
(d) |
provide ALPS with a contact for receipt of enhancement and maintenance notices; |
(e) |
provide ALPS with a completed AVA questionnaire, which includes a list of site functionality options and trading rules; |
(f) |
provide ALPS with such other written instructions as it may request from time to time relating to the performance of ALPS obligations hereunder; and |
(g) |
perform all other Transfer Agent obligations as set forth in this Agreement. |
7. |
Options Selection . AVA options are dependent of the services agreements in place with ALPS. Access will be granted to any service area that is both available to and selected by the Transfer Agent. |
8. |
Fees . The fees for AVA are included as part of a transfer agency, fund accounting or distribution agreement with ALPS. This does not include reasonable out-of-pocket fees or fees for funded development or custom modifications requested by the Transfer Agent. ALPS reserves the right to change billable rates as it deems necessary upon 30 days written notice to the Fund. |
EXHIBIT D
TA WEB
FEE SCHEDULE
Initial Fees |
||||||
Setup (includes basic package) 1 |
$5,000 | |||||
Custom Modifications (hourly rate) 2 |
||||||
Functional |
$175 | |||||
Graphical |
$100 | |||||
Monthly Fees |
||||||
Per Transaction |
Included in TA fees | |||||
Per Page View |
Included in TA fees | |||||
Minimum Fee |
With Transaction Capability |
Included in TA fees | ||||
Minimum Fee |
Inquiry Only |
Included in TA fees |
1 |
Basic package includes simple user interface with the fund group logo at the top of each page. Authorized shareholders are able to place purchases, redemptions and exchanges via the website. They are also entitled to view account balances, transaction history and historical fund prices. |
2 |
Any graphical or functional modifications beyond what is offered in the basic package and after the initial customization of the Investment Companys Web Site will be billed at an hourly rate based on the specifications given by the Trust. |