Exhibit h.5
EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Agreement is entered into as of the 30th day
of June, 0000, xxxxxxx Xxxxxxx, 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").
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, for the fiscal year ended
May 31, 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/ J. Xxxxx Xxxxxxxxx
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J. Xxxxx Xxxxxxxxx, Managing Director
BADGLEY FUNDS, INC.
By: /s/ Xxxx X. Xxxxx III
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Xxxx X. Xxxxx III, President
