BADGLEY FUNDS, INC.
AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
THIS AMENDMENT dated as of April 17, 2002 to the Transfer Agent
Servicing Agreement, as amended, dated as of June 23, 1998, by and between
Badgley Funds, Inc., a Maryland corporation ("Company"), and U.S. Bank, N.A.
("USB"), formerly Firstar Bank, N.A., shall be as follows:
Paragraph 8. Proprietary and Confidential Information shall be amended
and replaced in its entirety as follows:
8. PROPRIETARY AND CONFIDENTIAL INFORMATION
USB agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of the
Company all records and other information relative to the Company and
prior, present, or potential shareholders (and clients of said
shareholders) and not to use such records and information for any
purpose other than the performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing
by the Company, which approval shall not be unreasonably withheld and
may not be withheld where USB may be exposed to civil or criminal
contempt proceedings for failure to comply after being requested to
divulge such information by duly constituted authorities, or when so
requested by the Company.
Further, USB will adhere to the privacy policies adopted by the Company
pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified
from time to time (the "Act"). Notwithstanding the foregoing, USB will
not share any non-public personal information concerning any of the
Company's shareholders with any third party unless specifically
directed by the Company or allowed under one of the exceptions noted
under the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.
BADGLEY FUNDS, INC. U.S. BANK, N.A.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxxx
-------------------------- ---------------------------
