AMENDED AND RESTATED EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Agreement is entered into as of September 27,
1999 between Badgley, Xxxxxx and Xxxx, Inc. (the
"Adviser") and Badgley Funds, Inc. (the "Company") on
behalf of the Badgley Growth Fund (the "Growth Fund")
and the Badgley Balanced Fund (the "Balanced Fund")
(collectively, the "Funds") and amends and restates the
Expense Cap/Reimbursement Agreement dated as of June
30, 1999.
WHEREAS, the Adviser desires to contractually
agree to waive a portion of its advisory fee or
reimburse certain of the Funds' operating expenses to
ensure that the Funds' total operating expenses do not
exceed the levels described below.
NOW THEREFORE, the parties agree as follows:
The Adviser agrees that until September 30, 2000,
it will reduce its compensation as provided for in the
Investment Advisory Agreement between the Company and
the Adviser dated June 23, 1998, and/or assume expenses
for the Fund to the extent necessary to ensure that the
Growth Fund's total operating expenses (on an annual
basis) do not exceed 1.50% of the Growth Fund's average
daily net assets and that the Balanced Fund's total
operating expenses (on an annual basis) do not exceed
1.30% of the Balanced Fund's average daily net assets.
The Adviser shall be entitled to recoup such
amounts for a period of up to three (3) years following
the fiscal year in which the Adviser reduced its
compensation and/or assumed expenses for the Fund,
provided that the total operating expenses including
this recoupment do not exceed the established cap on
expenses for that year.
BADGLEY, XXXXXX AND XXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Its: President
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BADGLEY FUNDS, INC.
By: /s/ Xxxx X. Xxxxx III
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Xxxx X. Xxxxx III, President
