Exhibit 9.4
FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this
23rd day of June, 1998, by and between Badgley Funds,
Inc., a Maryland corporation (hereinafter referred to
as the "Company"), Firstar Trust Company, a
corporation organized under the laws of the State of
Wisconsin (hereinafter referred to as "FTC"), Badgley,
▇▇▇▇▇▇ and ▇▇▇▇, Inc., a Washington corporation
(hereinafter referred to as the "Adviser"), and
▇▇▇▇▇▇▇▇ Capital Markets, Inc., a New York corporation
(hereinafter referred to as the "Distributor").
WHEREAS, the Adviser is a registered investment
adviser under the Investment Advisers Act of 1940, as
amended;
WHEREAS, the Adviser serves as investment adviser
to the Company, a registered investment company under
the Investment Company Act of 1940, as amended, which
is authorized to create separate series of funds;
WHEREAS, the Distributor is a registered broker-
dealer under the Securities Exchange Act of 1934, as
amended, and serves as principal distributor of Company
shares;
WHEREAS, FTC provides fulfillment services to
mutual funds;
WHEREAS, the Adviser, the Distributor, and the
Company desire to retain FTC to provide fulfillment
services for the Badgley Growth Fund (the "Growth
Fund"), the Badgley Balanced Fund (the "Balanced Fund")
and each additional series of the Company listed on
Exhibit A attached hereto (each, a "Fund"), as may be
amended from time to time.
NOW, THEREFORE, the parties agree as follows:
1. Duties and Responsibilities of FTC
1.Answer all prospective shareholder calls
concerning the Fund.
2.Send all available Fund material requested by
the prospect within 24 hours from time of
call.
3.Receive and update all Fund fulfillment
literature so that the most current
information is sent and quoted.
4.Provide 24-hour answering service to record
prospect calls made after hours (7 p.m. to
8 a.m. CT).
5.Maintain and store Fund fulfillment inventory.
6.Send periodic fulfillment reports to the Company
as agreed upon between the parties.
2. Duties and Responsibilities of the Company
1.Provide Fund fulfillment literature updates to
FTC as necessary.
2.Coordinate with the Distributor the filing with
the NASD, SEC and State Regulatory Agencies,
as appropriate, all fulfillment literature
that the Fund requests FTC send to
prospective shareholders.
▇.▇▇▇▇▇▇ FTC with sufficient inventory of
fulfillment materials as requested from time
to time by FTC.
4.Provide FTC with any sundry information about
the Fund in order to answer prospect
questions.
3. Indemnification
The Company agrees to indemnify FTC from any
liability arising out of the distribution of
fulfillment literature which has not been approved by
the appropriate Federal and State Regulatory Agencies.
FTC agrees to indemnify the Company from any liability
arising from the improper use of fulfillment literature
during the performance of duties and responsibilities
identified in this agreement.
4. Compensation
The Company, if permissible under any Rule 12b-1
plan in effect from time to time for the benefit of the
Fund and only to the extent consistent with the terms
of such plan, or the Adviser, or the Distributor,
agrees to compensate FTC for the services performed
under this Agreement in accordance with the attached
Exhibit A. All invoices shall be paid within ten days
of receipt.
5. Proprietary and Confidential Information
FTC 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 of the Company (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 FTC may be exposed to civil or criminal
contempt proceedings for failure to comply, when
requested to divulge such information by duly
constituted authorities, or when so requested by the
Company.
6. Termination
This Agreement may be terminated by any party upon
30 days written notice.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by a duly
authorized officer in one or more counterparts as of
the day and year first written above.
Badgley Funds, Inc. FIRSTAR TRUST COMPANY
By:______________________ By:_________________________
Attest:__________________ Attest:_____________________
Badgley, ▇▇▇▇▇▇ and ▇▇▇▇, Inc. ▇▇▇▇▇▇▇▇ Capital Markets, Inc.
By:_____________________ By:_________________________
Attest:_________________ Attest:______________________
Literature Fulfillment Services
Annual Fee Schedule
Exhibit A
Separate Series of Badgley Funds, Inc.
Name of Series Date Added
Badgley Growth Fund June 23, 1998
Badgley Balanced Fund June 23, 1998
Customer Service
State registration compliance edits
Literature database
Record prospect request and profile
Prospect servicing 8:00 am to 7:00 pm CT
Recording and transcription of requests
received off-hours
Periodic reporting of leads to client
Service Fee: $.99 / minute
$100 / month minimum
$780 one-time setup
Assembly and Distribution of Literature Requests
Generate customized prospect letters
Assembly and insertion of literature items
Inventory tracking
Inventory storage, reporting
Periodic reporting of leads by state, items
requested, market source
Service Fee: $.45 / lead - insertion
of up to 4 items/lead
$.15 / additional inserts
Fees and out-of-pocket expenses are billed to the fund
monthly.
If out-of-pocket expenses exceed $5,000 in any month,
such expenses must be pre-approved by the Company.