Exhibit m.2
APPENDIX A
Rule 12b-1 Related Agreement
Xxxxxxxx Capital Markets, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
____________, 1998
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and
agreement with respect to payments to be made to you
pursuant to a Distribution and Shareholder Servicing
Plan (the "Plan") adopted by Badgley Funds, Inc. (the
"Corporation"), on behalf of the Badgley Growth Fund
(the "Fund"), a series of the Corporation, pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "Act"). The Plan and this related
agreement (the "Rule 12b-1 Related Agreement") have
been approved by a majority of the Board of Directors
of the Corporation, including a majority of the Board
of Directors who are not "interested persons" of the
Corporation, as defined in the Act, and who have no
direct or indirect financial interest in the operation
of the Plan or in this or any other Rule 12b-1 Related
Agreement (the "Disinterested Directors"), cast in
person at a meeting called for the purpose of voting
thereon. Such approval included a determination by the
Board of Directors that, in the exercise of its
reasonable business judgment and in light of its
fiduciary duties, there is a reasonable likelihood that
the Plan will benefit the Fund's shareholders.
1. To the extent you provide distribution and
marketing services in the promotion of the Fund's
shares, including furnishing services and assistance to
your customers who invest in and own shares, including,
but not limited to, answering routine inquiries
regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of
up to 0.25% of the average daily net assets of the Fund
(computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are
owned by those customers of your firm whose records, as
maintained by the Corporation or its agent, designate
your firm as the customer's dealer or service provider
of record. We reserve the right to increase, decrease
or discontinue the fee at any time in our sole
discretion upon written notice to you.
You agree that all activities conducted under this
Rule 12b-1 Related Agreement will be conducted in
accordance with the Plan, as well as all applicable
state and federal laws, including the Act, the
Securities Exchange Act of 1934, the Securities Act of
1933 and any applicable rules of the NASD.
We shall make the determination of the net asset
value, which determination shall be made in the manner
specified in the Fund's current Prospectus, and pay to
you, on the basis of such determination, the fee
specified above, to the extent permitted under the
Plan. No such fee will be paid to you with respect to
shares purchased by you and redeemed or repurchased by
the Fund, its agent or us within seven business days
after the date of our confirmation of such purchase.
In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such
fee based upon the value of such customers' shares will
be less than $25.00. Payment of such fee shall be made
promptly after the close of each month for which such
fee is payable.
2. You shall furnish us with such information as
shall reasonably be requested by the Board of
Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related
Agreement.
3. We shall furnish to the Board of Directors,
for its review, on a quarterly basis, a written report
of the amounts expended under the Plan by us and the
purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be
terminated by the vote of (a) a majority vote of
shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment
of any penalty. In addition, this Rule 12b-1 Related
Agreement will be terminated by any act which
terminates the Distribution and Shareholder Servicing
Agreement between the Corporation and us and shall
terminate immediately in the event of its assignment.
This Rule 12b-1 Related Agreement may be amended by us
upon written notice to you, and you shall be deemed to
have consented to such amendment upon effecting any
purchases of shares for your own account or on behalf
of any of your customer's accounts following your
receipt of such notice.
5. This Rule 12b-1 Related Agreement shall
become effective on the date accepted by you and shall
continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related
Agreement are approved at least annually by a vote of
the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting
called for the purpose of voting thereon. All
communications to us should be sent to the above
address. Any notice to you shall be duly given if
mailed or telegraphed to you at the address specified
by you below.
XXXXXXXX CAPITAL MARKETS, INC.,
on behalf of the Badgley Growth Fund
By:_____________________________________
(Name and Title)
Accepted:
________________________________________________
(Dealer or Service Provider Name)
________________________________________________
(Street Address)
_________________________________________________
(City) (State) (ZIP)
__________________________________________________
(Telephone No.)
__________________________________________________
(Facsimile No.)
By:_______________________________________
(Name and Title)
APPENDIX B
Rule 12b-1 Related Agreement
Xxxxxxxx Capital Markets, Inc.,
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
____________, 1998
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and
agreement with respect to payments to be made to you
pursuant to a Distribution and Shareholder Servicing
Plan (the "Plan") adopted by Badgley Funds, Inc. (the
"Corporation"), on behalf of the Badgley Balanced Fund
(the "Fund"), a series of the Corporation, pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as
amended (the "Act"). The Plan and this related
agreement (the "Rule 12b-1 Related Agreement") have
been approved by a majority of the Board of Directors
of the Corporation, including a majority of the Board
of Directors who are not "interested persons" of the
Corporation, as defined in the Act, and who have no
direct or indirect financial interest in the operation
of the Plan or in this or any other Rule 12b-1 Related
Agreement (the "Disinterested Directors"), cast in
person at a meeting called for the purpose of voting
thereon. Such approval included a determination by the
Board of Directors that, in the exercise of its
reasonable business judgment and in light of its
fiduciary duties, there is a reasonable likelihood that
the Plan will benefit the Fund's shareholders.
1. To the extent you provide distribution and
marketing services in the promotion of the Fund's
shares, including furnishing services and assistance to
your customers who invest in and own shares, including,
but not limited to, answering routine inquiries
regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of
up to 0.25% of the average daily net assets of the Fund
(computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are
owned by those customers of your firm whose records, as
maintained by the Corporation or its agent, designate
your firm as the customer's dealer or service provider
of record. We reserve the right to
increase, decrease
or discontinue the fee at any time in our sole
discretion upon written notice to you.
You agree that all activities conducted under this
Rule 12b-1 Related Agreement will be conducted in
accordance with the Plan, as well as all applicable
state and federal laws, including, the Act, the
Securities Exchange Act of 1934, the Securities Act of
1933 and any applicable rules of the NASD.
We shall make the determination of the net asset
value, which determination shall be made in the manner
specified in the Fund's current Prospectus, and pay to
you, on the basis of such determination, the fee
specified above, to the extent permitted under the
Plan. No such fee will be paid to you with respect to
shares purchased by you and redeemed or repurchased by
the Fund, its agent or us within seven business days
after the date of our confirmation of such purchase.
In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such
fee based upon the value of such customers' shares will
be less than $25.00. Payment of such fee shall be made
promptly after the close of each month for which such
fee is payable.
2. You shall furnish us with such information as
shall reasonably be requested by the Board of
Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related
Agreement.
3. We shall furnish to the Board of Directors,
for its review, on a quarterly basis, a written report
of the amounts expended under the Plan by us and the
purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be
terminated by the vote of (a) a majority vote of
shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment
of any penalty. In addition, this Rule 12b-1 Related
Agreement will be terminated by any act which
terminates the Distribution and Shareholder Servicing
Agreement between the Corporation and us and shall
terminate immediately in the event of its assignment.
This Rule 12b-1 Related Agreement may be amended by us
upon written notice to you, and you shall be deemed to
have consented to such amendment upon effecting any
purchases of shares for your own account or on behalf
of any of your customer's accounts following your
receipt of such notice.
5. This Rule 12b-1 Related Agreement shall
become effective on the date accepted by you and shall
continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related
Agreement are approved at least annually by a vote of
the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting
called for the purpose of voting thereon. All
communications to us should be sent to the above
address. Any notice to you shall be duly given if
mailed or telegraphed to you at the address specified
by you below.
XXXXXXXX CAPITAL MARKETS, INC.,
on behalf of the Badgley Balanced Fund
By:_____________________________________
(Name and Title)
Accepted:
_____________________________________________
(Dealer or Service Provider Name)
_______________________________________________
(Street Address)
_________________________________________________
(City) (State) (ZIP)
________________________________________________
(Telephone No.)
__________________________________________________
(Facsimile No.)
By:_________________________________________
(Name and Title)
