SEC Info - Forward Funds - ‘N-CSR’ for 12/31/14

Forward Funds – ‘N-CSR’ for 12/31/14 – EX-99.(12)(A)(1)

On: Friday, 3/6/15, at 3:55pm ET · Effective: 3/6/15 · For: 12/31/14 · Accession #: 1193125-15-80956 · File #: 811-06722

Certified Annual Shareholder Report of a Management Investment Company — Form N-CSR
Filing Table of Contents

EX-99.(12)(A)(1) — Code of Ethics

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

SEC Info℠

Home

Help

Please Sign In

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/06/15  Forward Funds                     N-CSR      12/31/14    4:19M                                    RR Donnelley/FA
          → Forward Balanced Allocation Fund ⇒ Class A (AOBAX) — Class C (ABAFX) — Institutional Class (ABAAX) — Investor Class (ACBIX)
          → Forward Equity Long/Short Fund ⇒ Institutional Class (FENIX) — Investor Class (FENRX)
          → Forward Global Dividend Fund ⇒ Class A (FFLAX) — Institutional Class (FFLSX) — Investor Class (FFLRX)
          → Forward Growth & Income Allocation Fund ⇒ Class A (AOIAX) — Class C (AGIGX) — Institutional Class (AGWAX) — Investor Class (AGIIX)
          → Forward Income & Growth Allocation Fund ⇒ Class A (AOLAX) — Class C (AIGMX) — Institutional Class (AIGAX) — Investor Class (ACIGX)
          → Forward Multi-Strategy Fund ⇒ Class A (AGRRX) — Class C (ACAGX) — Institutional Class (AAGRX) — Investor Class (ACAIX)
          → Forward Select EM Dividend Fund ⇒ Advisor Class (FSLMX) — Class C (FSLDX) — Institutional Class (FSLIX) — Investor Class (FSLRX)
          → Forward Small Cap Equity Fund ⇒ Advisor Class (FSCMX) — Institutional Class (FFHIX) — Investor Class (FFSCX)
          → Forward Tactical Enhanced Fund ⇒ Advisor Class (FTENX) — Class A (FTEAX) — Class C (FTEGX) — Institutional Class (FTETX) — Investor Class (FTEEX)
          → Forward U.S. Government Money Fund ⇒ Class A — Class C (AUCXX) — Class Z (ANIXX) — Institutional Class (AUSXX) — Investor Class (AUIXX)
          → Salient Adaptive Balanced Fund ⇒ Class A (AOGAX) — Class C (AGGGX) — Institutional Class (ACGAX) — Investor Class (AGALX)
          → Salient Adaptive Income Fund ⇒ Class A (AILAX) — Class C (AIACX) — Institutional Class (AIAAX) — Investor Class (AIAIX)
          → Salient Adaptive US Equity Fund ⇒ Class Z — Institutional Class (ASMCX) — Investor Class (ACSIX)
          → Salient Commodity Long/Short Strategy Fund ⇒ Advisor Class (FCMSX) — Class C (FFCCX) — Class Z (FTEZX) — Institutional Class (FCMLX) — Investor Class (FCOMX)
          → Salient EM Corporate Debt Fund ⇒ Advisor Class (FFXMX) — Class C (FFXCX) — Institutional Class (FFXIX) — Investor Class (FFXRX)
          → Salient EM Dividend Signal Fund ⇒ Class I2 (FEMMX) — Institutional Class (PTEMX) — Investor Class (PGERX)
          → Salient EM Infrastructure Fund ⇒ Class A (KGIAX) — Class B (KGIBX) — Class C (KGICX) — Institutional Class (KGIYX) — Investor Class (FGLRX)
          → Salient Frontier Strategy Fund ⇒ Advisor Class (FROMX) — Class Z — Institutional Class (FRNMX) — Investor Class (FRONX)
          → Salient Global Real Estate Fund ⇒ Class A (KIRAX) — Class C (KIRCX) — Class I2 (FINMX) — Institutional Class (KIRYX) — Investor Class (FFIRX)
          → Salient High Yield Fund ⇒ Class C (AHYIX) — Class Z — Institutional Class (AHBAX) — Investor Class (AHBIX)
          → Salient International Dividend Signal Fund ⇒ Class A (FFDAX) — Class C (FINCX) — Class I2 (FIDMX) — Institutional Class (FFIEX) — Investor Class (FFINX)
          → Salient International Small Cap Fund ⇒ Class I2 (FNSMX) — Institutional Class (PTSCX) — Investor Class (PISRX)
          → Salient Investment Grade Fund ⇒ Class Z — Institutional Class (AIFIX) — Investor Class (AITIX)
          → Salient Real Estate Fund ⇒ Class A (KREAX) — Class C (KRECX) — Institutional Class (FPREX) — Investor Class (FFREX)
          → Salient Select Income Fund ⇒ Class A (KIFAX) — Class B (KIFBX) — Class C (KIFCX) — Class I2 (FSIMX) — Institutional Class (KIFYX) — Investor Class (FFSLX)
          → Salient Select Opportunity Fund ⇒ Class A (FSONX) — Class C (FSOCX) — Institutional Class (FSOTX) — Investor Class (FSORX)
          → Salient Tactical Growth Fund ⇒ Class A (FTAGX) — Class C (FTGOX) — Class I2 (FTGMX) — Institutional Class (FTGWX) — Investor Class (FFTGX)
          → Salient Tactical Muni & Credit Fund ⇒ Class A (FLSLX) — Class C (FLSFX) — Class I2 (FLSMX) — Institutional Class (FLSIX) — Investor Class (FLSRX)
          → Salient Tactical Real Estate Fund ⇒ Class A (KSRAX) — Class B (KSRBX) — Class C (KSRCX) — Class I2 (FRLSX) — Institutional Class (KSRYX) — Investor Class (FFSRX)
          → Salient US Dividend Signal Fund ⇒ Class A (FDYAX) — Class I2 (FDYMX) — Institutional Class (FDYTX)

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR       Certified Annual Shareholder Report of a            HTML  11.25M 
                          Management Investment Company                          
 2: EX-99.(12)(A)(1)  Code of Ethics                                HTML     38K 
 4: EX-99.906CERT  Section 906 Certifications                       HTML      7K 
 3: EX-99.CERT  Section 302 Certifications                          HTML     16K

Code of Ethics

Exhibit 12.A.1

Forward Funds

Code of Ethics

Requirements under the Sarbanes-Oxley Act of 2002

Table of Contents



I.	Introduction	1

II.	Covered Officers	1

III.	Statement of General Principles	1

IV.	Conflicts of Interest	2

V.	Compliance with Applicable Governmental Laws, Rules and Regulations	3

VI.	Internal Reporting by Covered Persons	4

VII.	Waivers of Provisions of the Code	4

VIII.	Enforcement of Code	5

IX.	Amendments to the Code	5

X.	Confidentiality	6

XI.	Internal Use	6

XII.	Recordkeeping	6

XIII.	Public Availability of the Code	6

Exhibit A		A-1

Exhibit B		B-1

I.	Introduction

Forward Funds (the “Trust”) recognizes the importance of high ethical standards in the conduct of its business and requires this code of ethics (the “Code) be observed by its Covered Officers (defined below). In accordance with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder by the U.S. Securities and Exchange Commission (the “SEC”) the Trust is required to file reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and must disclose whether it has adopted a code of ethics applicable to its principal executive officers.

This Code shall be the sole code of ethics adopted by the Trust for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Trust, the Trust’s investment adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superceded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Trust and its investment adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) are separate requirements applying to the Covered Officers and others, and are not part of this Code.

All recipients of the Code are directed to read it carefully, retain it for future reference and abide by the rules and policies set forth herein. Any questions concerning the applicability or interpretation of such rules and policies, and compliance therewith, should be directed to the Trust’s Chief Compliance Officer (the “CCO”).

II.

Covered Officers

The Trust’s Code applies to the Trust’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions (the “Covered Officers”) each of whom are set forth in Exhibit A.

III.

Statement of General Principles

The Code has been adopted by the Trust’s Board of Trustees for the purpose of promoting:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trust files with, or submits to, the SEC and in other public communications made by the Trust;

compliance with applicable governmental laws, rules and regulations;

prompt internal reporting of violations of the Code to the appropriate person(s) identified in the Code; and

accountability for adherence to the Code.

Each Covered Officer shall adhere to the highest standards of honest and ethical conduct. Each Covered Officer has a duty to exercise his or her authority and responsibility for the benefit of the Trust and its shareholders, to place the interests of the shareholders first and to refrain from having outside interests that conflict with the interests of the Trust and its shareholders. Each such person must avoid any circumstances that might adversely affect or appear to affect his or her duty of complete loyalty to the Trust and its shareholders in discharging his or her responsibilities, including the protection of confidential information and corporate integrity.

IV.

Conflicts of Interest

A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Trust.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Trust and already are subject to conflict of interest provisions in the 1940 Act and the Advisers Act. The Trust’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Each Covered Officer must not:

•

use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust;

•

cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than of the Trust;

•

use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

The following possible conflict of interest situations should be discussed with the CCO if material:

•

service as director of any public company, or in a similar capacity;

•

the receipt of any gift of more than a di minimus value (gifts valued under $100);

•

the receipt of any entertainment from any company with which the Trust has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

•

any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

•

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

Note: The above are examples of types of conflicts of interest that may arise but this list is not intended to be all-inclusive. Each Covered Officer is expected to treat any appearance of impropriety as a potential conflict of interest that should be avoided or be the subject of a consultation with the CCO.

V.	Compliance with Applicable Governmental Laws, Rules and Regulations

Each Covered Officer should:

•

be familiar with the disclosure requirements generally applicable to the Trust and endeavor to cause the Trust to make all public communications and disclosures in a manner that is understandable and provided on a timely basis in accordance with regulatory requirements or other relevant standards;

•

not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Trust’s trustees and auditors, and to governmental regulators and self-regulatory organizations;

•

to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Trust and the investment adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust files with, or submits to, the SEC and in other public communications made by the Trust;

•

promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations; and

•

not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.

VI.

Internal Reporting by Covered Persons

Each Covered Officer must:

•

upon adoption of the Code, affirm in writing to the Board that he or she has received, read, and understands the Code (see Exhibit B);

•

annually thereafter affirm to the Board that he or she has complied with the requirements of the Code (see Exhibit B);

•

notify the CCO promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code; and

•

report promptly any knowledge of a material violation of this Code to the CCO. Failure to do so is itself a violation of the Code. Any such report shall be in writing and shall describe in reasonable detail the conduct that the Covered Officer believes to have violated the Code.

The CCO is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. The CCO is authorized to consult, as appropriate, with the audit committee or chair of and counsel to the Trust, and is encouraged to do so. Any approvals or waivers¹ sought by the Covered Officers will be considered by the Board as provided in Section VII below.

VII.

Waivers of Provisions of the Code

To request a waiver from the Code, the Covered Officer shall submit to the CCO a written request describing the transaction, activity or relationship for which a waiver is sought. The request shall briefly explain the reason for engaging in the transaction, activity or relationship. After making the determination that a waiver is necessary, the CCO shall present the written request to the Board for consideration.

In the event that the CCO has not acted upon a properly submitted request for a waiver within a reasonable amount of time and a material departure from the Code has taken place in accordance with the request, the Board nevertheless may determine retroactively to grant a waiver.

The CCO shall document all waiver determinations. If a waiver is granted, the CCO shall prepare a brief description of the nature of the waiver, the name of the Covered Officer and the date of the waiver so that this information may be disclosed in the next
Form N-CSR to be filed on behalf of the Trust or posted on the Trust’s internet website within five business days following the date of the waiver.

¹	A “waiver” means the approval by the CCO of a material departure from a provision of the Code.

An “implied waiver” means the CCO failed to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made to a Covered Officer.

VIII.

Enforcement of Code

The Trust will follow these procedures in investigating and enforcing this Code:

•

the CCO will take appropriate action to investigate any potential violations reported to him or her;

•

if, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take any further action;

•

any matter that the CCO believes is a violation will be reported to the Board for its consideration on a quarterly basis and such report shall;

(i)

describe the violation under the Code and any sanctions imposed;

(ii)

identify and describe any waivers to the Code; and

(iii)

identify and recommend changes to the Code.

•

if the Board concurs that a violation has occurred, it shall consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;

•

the Board will be responsible for granting waivers, as appropriate; and

•

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

Compliance by Covered Officers with the provisions of the Code is required. Covered Officers should be aware that in response to any violation, the Trust will take whatever action is deemed necessary under the circumstances, including but not limited to, fines, suspension or termination.

IX.

Amendments to the Code

Except as to Exhibit A, this Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Trust’s Board, including a majority of the independent trustees.

X.	Confidentiality

All reports and records prepared or maintained pursuant to this Code will be treated as confidential. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and its counsel.

XI.

Internal Use

The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of the Trust, as to any fact, circumstance, or legal conclusion.

XII.

Recordkeeping

The CCO shall maintain all records, including any internal memoranda, relating to compliance with the Code or waivers of a provision(s) of the Code for a period of 6 years from the end of the fiscal year in which such document was created, 2 years in an accessible place. Such records shall be furnished to the SEC or its staff upon request.

XIII.

Public Availability of the Code

The Trust is required to make the Code publicly available and may do so by one of the following means:

•

file a copy of the Code as an exhibit to its annual report on Form N-CSR;

•

post the text of the Code on the Trust’s website and disclose this fact in its most recent annual report on Form N-CSR; or

•

provide an undertaking in the Trust’s most recent report on Form N-CSR to provide a copy of the Code to any person without charge upon request, and explain the manner in which such a request may be made.

EXHIBIT A

Covered Officers

J. Alan Reid, Jr., President

Barbara Tolle, Treasurer

A-1

EXHIBIT B

Forward Funds (the “Trust”)

Initial Acknowledgement of Receipt and Review of Code

I, , do hereby acknowledge that I have received, read and understand the Trust’s Code of Ethics pursuant to the Sarbanes-Oxley Act of 2002.


Name:
Title:

Date:

B-1

Annual Certification of Compliance with the Code

I, , do hereby certify that I have received the Trust’s Code of Ethics pursuant to the Sarbanes-Oxley Act of 2002 and that I have read and understand the Code. I further certify that I have complied with the requirements of the Code to which I am subject.


Name:
Title:

Date:

B-2

Adopted by the Board of Trustees as of June 5, 2005

Modified:

June 8, 2006

Reviewed:

June 7, 2007

Modified:

June 4, 2008

June 3, 2009

June 10, 2010

June 8, 2011

June 4, 2012

June 4, 2013

June 17, 2014

This ‘N-CSR’ Filing	Date	Other Filings

Filed on / Effective on:	3/6/15
For Period End:	12/31/14	N-MFP, NSAR-B
	6/17/14
	6/4/13
	6/4/12	497
	6/8/11
	6/10/10
	6/3/09
	6/4/08
	6/7/07
	6/8/06
	6/5/05
		List all Filings

↑Top

Filing Submission 0001193125-15-080956 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)