As filed with the U.S. Securities and Exchange Commission on August 26, 1998.
Securities Act File No. 333-37367
Investment Company Act File No. 811-8419
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM N-1A
Registration Statement Under The Securities Act Of 1933 x
Pre-Effective Amendment No |_|
Post-Effective Amendment No. 7 x
and/or
Registration Statement Under The Investment
Company Act Of 1940 x
Amendment No. 9
(Check appropriate box or boxes)
--------------------
Forward Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
433 California Street
Suite 1010
San Francisco, California 94104
(Address of Principal Executive Offices)
Registrant's Telephone number, including Area Code: 1-800-999-6809
--------------------
Ronald Pelosi
Forward Funds, Inc.
433 California Street
Suite 1010
San Francisco, California 94104
(Name and Address of Agent for Service)
--------------------
With copies to:
Jeffrey L. Steele, Esq.
Dechert Price & Rhoads
1775 Eye Street, N.W.
Washington, D.C. 20006
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this registration statement.
It is proposed that this filing will become effective (check appropriate box)
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<S> <C> <C> <C>
[ ] Immediately upon filing pursuant to [ ] on ( ) pursuant to
paragraph (b), or paragraph (b), or
[x] 60 days after filing pursuant to [ ] on ( ) pursuant to paragraph
paragraph (a)(1), or (a)(1), or
[ ] 75 days after filing pursuant to [ ] on ( ) pursuant to paragraph
paragraph (a)(2), or (a)(2) of Rule 485.
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<PAGE>
The enclosed Exhibit (b)(13) related only to The Small Capitalization Stock
Fund. Parts A and B of this Registration Statement have not changed since they
were filed on August 10, 1998 and are incorporated by reference herein in their
entirety.
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits
(a) Financial Statements**
(b) Exhibits
(1) -- Articles of Incorporation*
(2) -- Bylaws*
(3) -- Not Applicable
(4) -- Not Applicable
(5) -- (a) Form of Investment Management Agreement between the
Company and Webster Investment Management LLC**
(b) Form of Sub-Advisory Agreement with Hoover Capital
Management, LLC**
(6) -- Amendment to Distribution Agreement**
(7) -- Not Applicable
(8) -- (a) Form of Custodian Agreement*
(b) Amendment to Custodian Agreement**
(9) -- (a) Amendment to Form of Transfer Agency
and Services Agreement**
(b) Amendment to Form of Administration Agreement**
(10) -- Opinion and Consent of Dechert Price & Rhoads**
(11) -- Consent of Independent Accountants**
(12) -- Not Applicable
(13) -- Initial Subscription Documents
(14) -- Not Applicable
(15) -- Not Applicable
(16) -- Not Applicable+
(17) -- Not Applicable+
(18) -- Not Applicable
* - Previously filed in Registrant's initial Registration Statement on Form
N-1A, as filed with the Securities and Exchange Commission on October 7, 1997.
** - Previously filed in Registrant's post-effective Amendment No. 6, as filed
with the Securities and Exchange Commission on August 10, 1998.
+ Because the Fund has not commenced operations there are no quotations or
financial data at this time.
ITEM 25. Persons Controlled by or under Common Control with Registrant
Not Applicable.
ITEM 26. Number of Holders of Securities
As of the date of this Registration Statement, there is one Shareholder
of record holding Shares of the Company.
ITEM 27. Indemnification
Section 2-418 of the General Corporation Law of the State of Maryland,
Article VII of the Company's Articles of Incorporation, and Article VI of the
Company's Bylaws provide for indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such a director, officer or controlling person in
connection with the securities being registered, the 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 of 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 28. Business and Other Connections of the Investment Adviser
Information as to the directors and officers of the Investment Adviser
and the Sub-Adviser, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by the
directors and officers of the Investment Adviser and Sub-Adviser in the last two
years, is included in their applications for registration as investment advisers
on Form ADV filed under the Investment Advisers Act of 1940 and is incorporated
herein by reference thereto.
ITEM 29. Principal Underwriters
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
ITEM 30. Location of Accounts and Records
All 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 are maintained at the offices of the First Data Investor Services
Group, Inc. whose principal business address is 53 State Street, Boston,
Massachusetts 02109.
ITEM 31. Management Services
Not Applicable
ITEM 32. Undertakings
Registrant undertakes to call a meeting of Shareholders for the purpose
of voting upon the question of removal of a Director or Directors when requested
to do so by the holders of at least 10% of the Registrant's outstanding Shares
of beneficial interest and in connection with such meeting to comply with the
Shareholders communications provisions of Section 16(c) of the Investment
Company Act of 1940, as amended.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, 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 State of California
on the 26th day of August, 1998.
FORWARD FUNDS, INC.
By: /s/ Ronald Pelosi
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert Helm, Jeffrey S. Puretz,
Jack W. Murphy and Jeffrey L. Steele or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all pre- and post-effective amendments to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
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Signature Title Date
<S> <C> <C>
/s/ Ronald Pelosi Director, President August 26, 1998
- ------------------ (Principal Executive Officer)
/s/ Haig G. Mardikian Director August 26, 1998
- ---------------------
/s/ Leo T. McCarthy Director August 26, 1998
- -------------------
/s/ J. Alan Reid, Jr. Treasurer August 26, 1998
- ---------------------- (Principal Financial Officer)
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<PAGE>
PURCHASE AGREEMENT
Forward Funds, Inc. (the "Corporation"), organized and existing under the laws
of the State of Maryland, on behalf of The Equity Fund, The Global Bond Fund,
The International Equity Fund and The Small Capitalization Stock Fund (together,
the "Funds" and each a "Fund') and Sutton Place Management Co., Inc. (the
"Purchaser") hereby agrees as follows:
1. The Corporation hereby offers to the Purchaser and
the Purchaser hereby agrees to purchase one (1) share
of each Fund at $1.00 per share, each share with a
par value of $0001 (hereafter "Shares"). The Shares
are the "initial shares" of the Funds. The Purchaser
hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Shares,
and the Corporation hereby acknowledges receipt from
the Purchaser of funds in the aggregate amount of
forty dollars ($40.00) in full payment for the
Shares.
2. The Purchaser represents and warrants to the
Corporation that the Shares are being acquired for
investment purposes and not for the purpose of
distribution.
3. The Corporation represents that a copy of its
Articles of Incorporation are on file at the office
of the State Department of Assessments and Taxation
of the State of Maryland.
4. This Agreement has been executed on behalf of the
Corporation by the undersigned officer of the
Corporation in his capacity as an officer of the
Corporation. The obligations of this Agreement shall
be binding only upon the assets and property of the
Funds and shall not be binding upon any individual
Director, officer or shareholder of the Fund or the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the _________ day of __________, 1998.
Attest: SUTTON PLACE MANAGEMENT CO., INC.
______________________ By: _____________________________
Name: _____________________________
Title: _____________________________
<PAGE>
Attest: FORWARD FUNDS, INC.
______________________ By: _____________________________
Name: _____________________________
Title: _____________________________
