EXHIBIT (g)(2)(c)


                                     FORM OF

                              ASSIGNMENT AGREEMENT

Assignment  Agreement dated as of  _________________  among ACCESSOR FUNDS, INC.
("Assignor"), FORWARD FUNDS ("Assignee") and STATE STREET BANK AND TRUST COMPANY
("State Street").

WHEREAS,  Assignor and State Street  entered into a Custodian  Agreement,  dated
September  5, 2007 (the  "Agreement"),  which is  currently  in force along with
other ancillary documentation, all as identified on Schedule I, attached hereto;
and

WHEREAS, Assignor desires to assign to Assignee all its rights, title, interests
and  obligations  in respect of the  Agreement and  documentation  identified on
Schedule I, attached  hereto and Assignee  desires to accept such assignment and
to assume such rights,  title,  interests and obligations,  effective August 31.
2008 (the "Assignment Date");

WHEREAS,  Assignor  and Assignee  desire to obtain the written  consent of State
Street to such  assignment and assumption and State Street desires to grant such
consent in accordance with the terms hereof;

NOW THEREFORE,  in consideration of the mutual agreements herein contained,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

1.    ASSIGNMENT. Assignor hereby assigns to  Assignee  all  its  rights, title,
interests,  duties  and  obligations  in,  to and under  the  Agreement  and the
documentation  identified on Schedule I attached hereto  (collectively  with the
Agreement, the "Agreements") as of the Assignment Date.

2.    ASSUMPTION.  Assignee  hereby accepts and assumes the  Assignor's  rights,
title,  interests,  duties and  obligations  under the Agreements  arising on or
after the Assignment Date as though the Assignee entered the Agreements directly
with State Street.

3.    CONSENT AND  ACKNOWLEDGMENT OF STATE STREET.  State Street hereby consents
to the  assignment  by Assignor  to  Assignee  described  herein.  State  Street
acknowledges  that upon the Assignment  Date,  Assignee shall be entitled to all
rights,  title,  interests,  duties and  obligations  of Assignor  regarding the
Agreements.

5.    MISCELLANEOUS.

      Except  as  amended  by this  Assignment  Agreement  all  other  terms and
provisions of the Agreements  shall remain  unchanged.  Each person signing this
Assignment  Agreement  has taken  all  action  required  to be taken in order to
authorize this assignment.



6.    GOVERNING LAW.

      This Assignment Agreement is governed by, and construed in accordance with
laws of The Commonwealth of Massachusetts.

7.    COUNTERPARTS.

      This Assignment Agreement may be executed in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Assignment Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of this Assignment Agreement.

IN WITNESS WHEREOF,  the parties hereto have caused this Assignment Agreement to
be duly executed by their respective  authorized  persons  effective on the date
first above written.

STATE STREET BANK TRUST AND TRUST COMPANY

By:_______________________

Name:_____________________

Title:____________________

ACCESSOR FUNDS, INC., Assignor

By:_______________________

Name:_____________________

Title:____________________

FORWARD FUNDS, Assignee

By:_______________________

Name:_____________________

Title:____________________



                                   Schedule I

Custodian Agreement dated September 5, 2007

Fee Schedule dated September 19, 2007

Authorization  for Third Party Access (SEI  Investments  Global Funds  Services)
dated September 6, 2007

Cash Sweep Direction Letter dated September 11, 2007

NSCC Settling Bank Services Agreement dated September 19, 2007

Remote Access Services Agreement dated September 13, 2007

Retirement Plan Custodial Agreement dated [__________________]