As filed with the Securities and Exchange Commission on September 28, 2000
Securities Act Registration No. 333-51431
Investment Company Act Registration No. 811-8769
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 3 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [X]
BADGLEY FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
1420 Fifth Avenue
Suite 4400 98101
Seattle, Washington (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (206) 623-6172
Scott R. Vokey
Badgley, Phelps and Bell, Inc.
1420 Fifth Avenue, Suite 4400
Seattle, Washington 98101
(Name and Address of Agent for Service)
Copies to:
Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on September 28, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
<PAGE>
Prospectus
September 28, 2000
Badgley Funds, Inc.
BADGLEY GROWTH FUND [LOGO]
BADGLEY BALANCED FUND
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
1-877-BADGLEY
www.badgleyfunds.com
The investment objective of the Badgley Growth
Fund (the "Badgley Growth Fund") is long-term capital
appreciation. The investment objective of the Badgley
Balanced Fund (the "Badgley Balanced Fund") is long-
term capital appreciation and income. The Badgley
Growth Fund and Badgley Balanced Fund each invest
primarily in common stocks and the Badgley Balanced
Fund also invests in investment grade bonds and other
fixed income securities. Each Fund's common stock
investments are made based on long-term growth
potential which may result in lower turnover,
transaction costs and capital gains distributions.
This Prospectus contains information you should
consider before you invest in one or more of the Funds.
Please read it carefully and keep it for future
reference.
____________________
The Securities and Exchange Commission (the "SEC")
has not approved or disapproved of these securities or
passed upon the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS
Page No.
HIGHLIGHTS AND RISKS 1
PERFORMANCE INFORMATION 2
FEES AND EXPENSES OF THE FUNDS 3
INVESTMENT OBJECTIVES 4
HOW THE FUNDS INVEST 4
FUND MANAGEMENT 6
HOW TO PURCHASE SHARES 7
HOW TO REDEEM SHARES 9
VALUATION OF FUND SHARES 11
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN 12
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT 12
FINANCIAL HIGHLIGHTS 13
____________________
In deciding whether to invest in one or more of
the Funds, you should rely only on information in this
Prospectus or the Statement of Additional Information
(the "SAI"). The Funds have not authorized others to
provide additional information. The Funds do not
authorize the use of this Prospectus in any state or
jurisdiction in which such offering may not legally be
made.
<PAGE>
HIGHLIGHTS AND RISKS
What are the goals of each Fund?
The Badgley Growth Fund's goal is long-term
capital appreciation. The Badgley Balanced Fund's goal
is long-term capital appreciation and income (i.e.,
risk-adjusted total return). These goals are sometimes
referred to as the Funds' investment objectives. For
more information, see "Investment Objectives" and "How
the Funds Invest."
What will the Funds invest in?
The Funds invest primarily in companies with
medium-to-large market capitalizations. The Badgley
Growth Fund primarily invests in common stocks. The
Badgley Balanced Fund primarily invests in common
stocks and investment grade bonds and other fixed
income securities. In trying to achieve the Funds'
goals, Badgley, Phelps and Bell, Inc. (the "Adviser")
selects stocks that the Adviser believes have the
potential to grow revenues, earnings and dividends in
excess of the Standard & Poor's 500 Stock Index (the
"S&P 500") over a three to five-year time period. The
Adviser generally purchases common stocks with a longer-
term investment horizon, which may result in lower
turnover, transaction costs and capital gains
distributions. The Adviser generally sells common
stocks that the Adviser believes show deteriorating
fundamentals or are overvalued. The Adviser generally
sells bonds that fall below the Badgley Balanced Fund's
credit quality standards. For more information, see
"How the Funds Invest."
What are the main risks of investing in the Funds?
The main risks of investing in one or more of the
Funds are:
* Stock Market Risk: The Funds are subject to stock market risks
and significant fluctuations in value. If
the stock market declines in value, the Funds
are likely to decline in value. Increases or
decreases in value of stocks are generally
greater than for bonds or other debt
investments.
* Stock Selection Risk: The stocks selected by the Adviser may
decline in value or not increase in
value when the stock market in general is
rising.
In addition, the Badgley Balanced Fund is subject
to the following risks:
* Bond Market Risk: The Badgley Balanced Fund is subject to
market risks associated with fixed income
investments. If interest rates rise, bond
prices in general are likely to decline
over short or even extended periods.
* Credit Risk: Individual issues of fixed income
securities may be subject to the credit
risk of the issuer.
Neither Fund can guarantee that it will achieve
its goal. You should be aware that you may lose money
by investing in the Badgley Growth Fund or the Badgley
Balanced Fund.
Is the Badgley Growth Fund or the Badgley Balanced Fund
an appropriate investment for me?
The Funds are suitable for long-term investors
only. The Funds are not short-term investment
vehicles.
An investment in the Badgley Growth Fund may be
appropriate if:
* your goal is long-term capital appreciation;
* you do not require current income from this
investment; and
<PAGE>
* you are willing to accept short-term to
intermediate-term fluctuations in value to seek
possible higher long-term returns.
An investment in the Badgley Balanced Fund may be
appropriate if:
* your goal is long-term capital appreciation and
income;
* you want to receive a moderate level of current
income from this investment; and
* you are willing to accept some short-term to
intermediate-term fluctuations in value to seek
possible higher long-term returns.
PERFORMANCE INFORMATION
The performance information that follows gives
some indication of the risks of investing in each Fund
by comparing the Fund's performance with a broad
measure of market performance. Please remember that a
Fund's past performance does not reflect how the Fund
may perform in the future.
1999 Calendar Year Total Return
Badgley Growth Fund Badgley Balanced Fund
[Insert bar chart] [Insert bar chart]
The Badgley Growth Fund's The Badgley Balanced Fund's
year-to-date total return year-to-date total return
through June 30, 2000 is 7.25%. through June 30, 2000 is 5.56%.
Best and Worst Quarterly Returns
(During 1999)
Badgley Growth Fund Badgley Balanced Fund
BEST WORST BEST WORST
15.03 % (6.64)% 7.24% (3.00)%
(4th quarter, 1999) (3rd quarter, 1999) (4th quarter, 1999) (3rd quarter,1999)
Total Returns as of 12/31/99
1 Year
Badgley Growth Fund 20.64%
Badgley Balanced Fund 9.12%
S&P 500 Index (1) 21.04%
Lehman Brothers Intermediate Government/ 0.39%
Corporate Bond Index (2)
<PAGE>
____________
(1)The S&P 500 Index is an unmanaged capitalization-
weighted index of 500 stocks designed to measure
performance of the broad domestic economy through
changes in the aggregate market value of the 500
stocks which represent all major industries.
(2)The Lehman Brothers Intermediate
Government/Corporate Bond Index is an unmanaged
market value-weighted index composed of all bonds
that are investment grade (rated Baa or higher by
Moody's or BBB or higher by S&P, if unrated by
Moody's). All issues have maturities between one
and ten years and an outstanding par value of at
least $150 million.
FEES AND EXPENSES OF THE FUNDS
The following table describes the fees and
expenses that you may pay if you buy and hold shares of
one or more of the Funds.
Shareholders Fees (fees paid directly from your investment)
Badgley Badgley
Growth Balanced
Fund Fund
Maximum Sales Charge (Load) Imposed on Purchases None None
Maximum Deferred Sales Charge (Load) None None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Exchange Fee None None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Badgley Badgley
Growth Balanced
Fund Fund
Management Fees 1.00% 0.90%
Distribution and Service (12b-1) Fees 0.25% 0.25%
Other Expenses(1) 1.59% 0.83%
Total Annual Fund Operating Expenses(1) 2.84% 1.98%
Fee Waiver/Expense Reimbursement (1) 1.34% 0.68%
Net Expenses 1.50% 1.30%
____________
(1)The Adviser has contractually agreed to waive
its fee and/or reimburse the Funds' other expenses
to the extent necessary to ensure that the Badgley
Growth Fund's total operating expenses do not
exceed 1.50% of its average daily net assets and
that the Badgley Balanced Fund's total operating
expenses do not exceed 1.30% of its average daily
net assets until September 30, 2001. After such
date, the total operating expense limitations may
be terminated or revised at any time. Any waiver
or reimbursement is subject to later adjustment to
allow the Adviser to recoup amounts waived or
reimbursed to the extent actual fees and expenses
for a period are less than the expense limitation
caps, provided, however, that the Adviser shall
only be entitled to recoup such amounts for a
period of three years from the date such amount was
waived or reimbursed. For additional information,
see "Fund Management."
<PAGE>
Example
The following Example is intended to help you
compare the cost of investing in a Fund with the cost
of investing in other mutual funds. The Example
assumes that you invest $10,000 in a Fund for the time
periods indicated and then redeem all of your shares at
the end of those periods. The Example also assumes
that your investment has a 5% return each year and that
each Fund's total annual operating expenses remain the
same each year. Although your actual costs may be
higher or lower, based on these assumptions your costs
would be as follows:
1 Year 3 Years 5 Years 10 Years
Badgley Growth Fund $153 $753 $1,380 $3,070
Badgley Balanced Fund $132 $556 $1,005 $2,252
INVESTMENT OBJECTIVES
The Badgley Growth Fund's investment objective is
long-term capital appreciation. The Badgley Balanced
Fund's investment objective is long-term capital
appreciation and income (i.e., risk-adjusted total
return).
HOW THE FUNDS INVEST
Badgley Growth Fund
The Badgley Growth Fund seeks to achieve its
investment objective by investing primarily in common
stocks of companies with medium to large
capitalizations. The Badgley Growth Fund typically
invests in companies with market capitalizations of
$2.0 billion or more.
The Badgley Growth Fund will focus on equity
securities of companies that the Adviser believes have
superior growth prospects relative to the S&P 500. In
identifying equity securities for the Badgley Growth
Fund, the Adviser generally evaluates the fundamental
prospects for each company using both internal and
external research. In compiling its internal research,
the Adviser uses a number of research sources,
including industry resources, the management of
companies and other institutional providers. In the
research process, the Adviser reviews certain
fundamental attributes that it believes a security
should have for the Badgley Growth Fund to invest in
it, including:
* Consistent and predictable growth characteristics
(growing revenues, earnings and dividends);
* Low financial risk which includes low debt and
lease obligations and strong cash flow;
* Market dominance;
* Significant barriers to entry; and
* Strong management.
The Adviser also considers its ability to effectively
analyze and follow the industry in which the company
participates and the company's particular business.
Finally, the Adviser values companies by considering
the relationship between the earnings per share growth
rate of a company and its price to earnings ratio, and
by considering the range of a company's historical
relative price to earnings ratio.
The Badgley Growth Fund holds securities for an
extended time, which may result in lower turnover,
transaction costs and capital gains distributions. The
Badgley Growth Fund sells a security when the Adviser
believes it shows deteriorating fundamentals or is
overvalued or to change the weighting of a security or
a sector.
Under normal circumstances, the Badgley Growth
Fund expects to be fully invested in common stocks.
Common stocks are units of ownership of a corporation.
<PAGE>
Although not part of its principal investment
strategy, the Badgley Growth Fund may invest up to 15%
of its net assets in American Depositary Receipts
("ADRs"), European Depositary Receipts ("EDRs") or
other foreign instruments. ADRs are receipts typically
issued by a U.S. bank or trust company evidencing
ownership of the underlying foreign security and
denominated in U.S. dollars. EDRs are European
receipts evidencing a similar arrangement. Pending
investment or to pay redemption requests and expenses,
the Badgley Growth Fund may hold a portion of its
assets in short-term, investment grade money market
securities and cash. The Badgley Growth Fund may also
invest a limited amount of assets in illiquid
securities. See the Funds' SAI for additional
information.
Badgley Balanced Fund
The Badgley Balanced Fund seeks to achieve its
investment objective by investing primarily in common
stocks and investment grade bonds and other fixed
income securities. The Badgley Balanced Fund will
focus on the securities of companies with medium-to-
large market capitalizations with respect to equity and
corporate debt securities investments. The Badgley
Balanced Fund typically invests in companies with
market capitalizations of $2.0 billion or more.
In selecting equity securities for the Badgley
Balanced Fund, the Adviser uses the same methods used
for the Badgley Growth Fund as discussed above. In
addition to equity securities, the Badgley Balanced
Fund invests in investment grade bonds and other fixed
income securities, including corporate and government
securities, repurchase agreements and mortgage-backed
securities. The Badgley Balanced Fund will focus on
intermediate term investment grade bonds with an
average dollar-weighted portfolio of three to seven-
year maturities with individual maturities ranging from
one to 10 years.
In identifying debt securities for the Badgley
Balanced Fund, the Adviser generally conducts a
relative value analysis. In the investment process,
the Adviser reviews attributes that it believes a debt
security should have for the Badgley Balanced Fund to
invest in it, including:
* Credit quality of investment grade or higher;
* Liquidity; and
* Relative value within the issue's specific sector.
The Badgley Balanced Fund holds securities for an
extended time, which may result in lower turnover,
transaction costs and capital gains distributions. In
selling equity securities for the Badgley Balanced
Fund, the Adviser uses the same methods used for the
Badgley Growth Fund as discussed above. The Badgley
Balanced Fund sells a debt security when it falls below
the Badgley Balanced Fund's credit quality standards or
the Adviser identifies more attractive debt securities
or to upgrade the Badgley Balanced Fund's overall
yield, quality or liquidity.
Under normal circumstances, the Badgley Balanced
Fund invests at least 25% of its total assets in fixed
income senior securities, including bonds, other debt
securities and non-convertible preferred stocks. Debt
securities are obligations of the issuer to pay
interest and repay principal. Preferred stocks have
rights senior to a company's common stock, but junior
to a company's creditors and, if held by the Badgley
Balanced Fund as a fixed income security, will
generally pay a dividend.
Although not part of its principal investment
strategy, the Badgley Balanced Fund may invest up to
15% of its net assets in ADRs, EDRs or other foreign
instruments. Pending investment or to pay redemption
requests and expenses, the Badgley Balanced Fund may
hold a portion of its assets in short-term, investment
grade money market securities and cash. The Badgley
Balanced Fund may also invest a limited amount of
assets in illiquid securities. See the Funds' SAI for
additional information.
<PAGE>
FUND MANAGEMENT
Adviser
Badgley, Phelps and Bell, Inc. (the "Adviser") is
the investment adviser to the Funds. The Funds have
entered into an Investment Advisory Agreement with the
Adviser under which the Adviser manages each of the
Fund's investments and business affairs, subject to the
supervision of the Funds' Board of Directors. The
Adviser, 1420 Fifth Avenue, Suite 4400, Seattle,
Washington 98101, is a Washington corporation founded
in 1966. The Adviser is controlled by several of its
officers. As of August 31, 2000, the Adviser managed
approximately $1.5 billion for individual and
institutional clients. Under the Investment Advisory
Agreement, the Funds compensate the Adviser for its
management services at the annual rate of 1.00% of the
Badgley Growth Fund's average daily net assets and
0.90% of the Badgley Balanced Fund's average daily net
assets. The advisory fee is accrued daily and paid
monthly. For the fiscal year ended May 31, 2000, the
Adviser waived its management fee and reimbursed the
Funds' other expenses so that the Badgley Growth Fund's
total operating expenses (on an annual basis) did not
exceed 1.50% of its average daily net assets and that
the Badgley Balanced Fund's total operating expenses
(on an annual basis) did not exceed 1.30% of its
average daily net assets. Until September 30, 2001,
the Adviser has contractually agreed to continue to
waive its management fee and/or reimburse the Funds'
other expenses to the extent necessary to ensure that
the Badgley Growth Fund's total operating expenses (on
an annual basis) do not exceed 1.50% of its average
daily net assets and that the Badgley Balanced Fund's
total operating expenses (on an annual basis) do not
exceed 1.30% of its average daily net assets. After
such time, the Adviser may voluntarily waive all or a
portion of its management fee and/or reimburse all or a
portion of Fund operating expenses. Any waiver of fees
or reimbursement of expenses will be made on a monthly
basis and, with respect to the latter, will be paid to
the Funds by reduction of the Adviser's fee. Any
waivers or reimbursements will have the effect of
lowering the overall expense ratio for a Fund and
increasing its overall return to investors at the time
any such amounts were waived and/or reimbursed. Any
such waiver or reimbursement is subject to later
adjustment during the term of the Investment Advisory
Agreement to allow the Adviser to recoup amounts waived
or reimbursed to the extent actual fees and expenses
for a period are less than the expense limitation caps,
provided, however, that the Adviser shall only be
entitled to recoup such amounts for a period of three
years from the date such amount was waived or
reimbursed.
Under the Investment Advisory Agreement, the
Adviser is responsible for management of each Fund's
assets, as well as for portfolio transactions and
brokerage.
Portfolio Managers. The following individuals are
co-managers of the Funds:
Steven C. Phelps. Mr. Phelps graduated Phi Beta
Kappa and magna cum laude from Williams College in 1983
with a degree in political economy and was subsequently
awarded a Fulbright Scholarship at the University of
Frankfurt, Germany for research on policy issues
relating to international monetary coordination. Mr.
Phelps has been a Director of the Adviser since 1990
and is Co-Managing Director of the Adviser. Mr. Phelps
joined the Adviser in 1986 after working for two years
with PACCAR, Inc. as a finance analyst and as an
independent researcher on the economics of the
transportation industry. Mr. Phelps is a Chartered
Financial Analyst and a Chartered Investment Counselor.
Mitzi W. Carletti. Ms. Carletti received a
Bachelor of Arts degree with honors from the University
of Puget Sound in 1978. Prior to joining the Adviser
as a portfolio manager in 1995, Ms. Carletti worked as
a senior research analyst at Frank Russell Company, a
pension fund consulting firm, from 1988 until 1995, and
as a financial consultant with Merrill Lynch from 1979
to 1988.
Mark W. Broughton. Mr. Broughton earned a
Bachelor of Science degree in finance and a Masters of
Business Administration in finance and international
finance/business economics from the University of
Southern California in 1989 and 1995, respectively.
Prior to joining the Adviser in 1996 as a portfolio
manager, Mr. Broughton worked as a portfolio associate
and research analyst at Provident Investment Counsel
for over five years and as an account specialist at
State Street Research & Management for one and a half
years. Mr. Broughton is a Chartered Financial Analyst
and a Chartered Investment Counselor.
<PAGE>
The following individual is also a co-manager of
the Badgley Balanced Fund concentrating on the Badgley
Balanced Fund's fixed income securities.
Andrea Durbin. Ms. Durbin received a Bachelor of
Science degree in economics from the University of
Minnesota in 1992. Prior to joining the Adviser as a
portfolio manager and trader in 1998, Ms. Durbin was an
associate vice president in the fixed income capital
markets division at Dain Rauscher, Inc. for seven
years.
Custodian
Firstar Bank, N.A. ("Firstar Bank"), 777 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202 acts as
custodian of the Funds' assets.
Transfer Agent and Administrator
Firstar Mutual Fund Services, LLC ("Firstar"),
Third Floor, 615 East Michigan Street, Milwaukee,
Wisconsin 53202 acts as transfer agent for the Funds
(the "Transfer Agent") and as the Funds' administrator.
Distributor
Rafferty Capital Markets, Inc., 1311 Mamaroneck
Avenue, White Plains, New York 10605, a registered
broker-dealer and member of the National Association of
Securities Dealers, Inc., acts as distributor of each
Fund's shares (the "Distributor"). The Distributor is
not affiliated with the Adviser.
HOW TO PURCHASE SHARES
Shares of the Funds may be purchased at net asset
value (as defined below) through any dealer which has
entered into a sales agreement with the Distributor, in
its capacity as principal underwriter of shares of the
Funds, or through the Distributor directly. The
Transfer Agent may also accept purchase applications.
Purchase of Fund Shares
Payment for Fund shares should be made by check or
money order in U.S. dollars drawn on a U.S. bank,
savings and loan, or credit union. The minimum initial
investment in a Fund is $2,000. Subsequent investments
of at least $250 may be made by mail or by wire. For
investors using the Automatic Investment Plan, as
described below, the minimum investment is $1,000 with
a minimum monthly investment of $100. These minimums
can be changed or waived by the Funds at any time. The
Funds will waive the minimums for employees of the
Adviser and their family members. Shareholders will be
given at least 30 days' notice of any increase in the
minimum dollar amount of subsequent investments.
Net Asset Value
Shares of the Funds are sold on a continual basis
at the net asset value per share next computed
following receipt of an order in proper form (as
described below under "Initial Investment" and
"Subsequent Investment") by a dealer, the Distributor
or the Transfer Agent, as the case may be. Net asset
value per share is calculated once daily as of the
close of trading (currently 4:00 p.m., Eastern Standard
Time) on each day the New York Stock Exchange ("NYSE")
is open. See "Valuation of Fund Shares."
Initial Investment - Minimum $2,000
You may purchase Fund shares by completing the
enclosed shareholder application and mailing it and a
check or money order payable to "Badgley Funds, Inc."
to your securities dealer, the Distributor or the
Transfer Agent, as the case may be. The minimum
initial investment is $2,000. If mailing to the
Distributor or Transfer Agent, please send to the
following address:
<PAGE>
By Mail By Overnight Courier
Firstar Mutual Fund Services, LLC Firstar Mutual Fund Services, LLC
P.O. Box 701 Third Floor
Milwaukee, Wisconsin 53201-0701 615 East Michigan Street
Milwaukee, Wisconsin 53202
The Funds do not consider the U.S. Postal Service or
other independent delivery services to be their agents.
Therefore, deposit in the mail or with such services,
or receipt at the Transfer Agent's post office box, of
purchase applications does not constitute receipt by
the Transfer Agent or a Fund. Do not mail letters by
overnight courier to the post office box.
If the securities dealer you have chosen to
purchase Fund shares through has not entered into a
sales agreement with the Distributor, such dealer may,
nevertheless, offer to place your order for the
purchase of Fund shares. Purchases made through such
dealers will be effected at the net asset value next
determined after receipt by a Fund of the dealer's
order to purchase shares. Such dealers may also charge
a transaction fee, as determined by the dealer. That
fee may be avoided if shares are purchased through a
dealer who has entered into a sales agreement with the
Distributor or through the Transfer Agent.
If your check does not clear, you will be charged
a $25 service fee. You will also be responsible for
any losses suffered by a Fund as a result. Neither
cash nor third-party checks will be accepted. All
applications to purchase Fund shares are subject to
acceptance by a Fund and are not binding until so
accepted. The Funds will not accept your application
unless it is in good form and accompanied by a check or
money order payable to "Badgley Funds, Inc." for at
least the minimum investment amount. The Funds reserve
the right to decline or accept a purchase order
application in whole or in part.
Wire Purchases
You may also purchase Fund shares by wire. The
following instructions should be followed when wiring
funds to the Transfer Agent for the purchase of Fund
shares:
Wire to: Firstar Bank, N.A.
ABA Number: 042000013
Credit: Firstar Mutual Fund Services, LLC
Account: 112-952-137
Further Credit: Badgley Funds, Inc.
(shareholder account number)
(shareholder name/account registration)
Please call 1-877-BADGLEY (1-877-223-4539) prior
to wiring any funds to notify the Transfer Agent that
the wire is coming and to verify the proper wire
instructions so that the wire is properly applied when
received. The Funds are not responsible for the
consequences of delays resulting from the banking or
Federal Reserve wire system.
Telephone Purchases
The telephone purchase option allows investors to
make subsequent investments directly from a bank
checking or savings account. To establish the
telephone purchase option on your account, complete the
appropriate section in the shareholder application.
Only bank accounts held at domestic financial
institutions that are Automated Clearing House ("ACH")
members may be used for telephone transactions. This
option will become effective approximately 15 business
days after the application form is received by the
Transfer Agent. Purchases must be in amounts of $250
or more and may not be used for initial purchases of a
Fund's shares. To have Fund shares purchased at the
net asset value determined at the close of regular
trading on a given date, the Transfer Agent must
receive both
<PAGE>
your purchase order and payment by
Electronic Funds Transfer through the ACH system prior
to the close of regular trading on such date. Most
transfers are completed within one business day.
Subsequent investments may be made by calling 1-877-
BADGLEY (1-877-223-4539).
Purchasing Shares Through Financial Intermediaries
If you purchase shares through a financial
intermediary (such as a broker-dealer), certain
features of a Fund relating to such transactions may
not be available or may be modified. In addition,
certain operational policies of a Fund, including those
related to settlement and dividend accrual, may vary
from those applicable to direct shareholders of the
Fund and may vary among intermediaries. You should
consult your financial intermediary for more
information regarding these matters. Certain financial
intermediaries may charge you transaction fees for
their services. You will not be charged these fees
directly by a Fund if you purchase your Fund shares
directly from the Fund without the intervention of a
financial intermediary. Each Fund may, however,
compensate financial intermediaries for assistance
under the Funds' Distribution and Shareholder Servicing
Plan (i.e., Rule 12b-1 plan) or otherwise.
Automatic Investment Plan - Minimum $1,000
The Automatic Investment Plan ("AIP") allows you
to make regular, systematic investments in one or more
of the Funds from your bank checking or savings
account. The minimum initial investment for investors
using the AIP is $1,000 with a monthly minimum
investment of $100. To establish the AIP, complete the
appropriate section in the shareholder application.
You should consider your financial ability to continue
in the AIP until the minimum initial investment amount
is met because the Funds have the right to close an
investor's account for failure to reach the minimum
initial investment. For additional information on the
AIP, please see the SAI.
Individual Retirement Accounts
You may invest in a Fund by establishing a tax-
sheltered individual retirement account ("IRA"). The
Funds offer the Traditional IRA and Roth IRA. For
additional information on IRA options, please see the
SAI.
Subsequent Investments - Minimum $250
Additions to your account may be made by mail or
by wire. Any subsequent investment must be for at
least $250. When making an additional purchase by
mail, enclose a check payable to "Badgley Funds, Inc."
and the Additional Investment Form provided on the
lower portion of your account statement. Neither cash
nor third-party checks will be accepted. To make an
additional purchase by wire, please call 1-877-BADGLEY
(1-877-223-4539) for complete wiring instructions.
HOW TO REDEEM SHARES
In General
You may request redemption of part or all of your
Fund shares at any time at the next determined net
asset value. See "Valuation of Fund Shares." No
redemption request will become effective until a
redemption request is received in proper form (as
described below) by the Transfer Agent. You should
contact the Transfer Agent for further information
concerning redemption of Fund shares. A Fund normally
will mail your redemption proceeds the next business
day and, in any event, no later than seven days after
receipt of a redemption request in good order.
However, when a purchase has been made by check, a Fund
may hold payment on redemption proceeds until it is
reasonably satisfied that the check has cleared, which
may take up to 12 days.
Redemptions may also be made through brokers or
dealers. Such redemptions will be effected at the net
asset value next determined after receipt by a Fund of
the broker or dealer's instruction to redeem shares.
Some brokers or dealers may charge a fee in connection
with such redemptions.
Investors who have an IRA must indicate on their
redemption requests whether or not federal income tax
should be withheld. Redemption requests failing to
make an election will be subject to withholding.
<PAGE>
Your account may be terminated by the Funds on not
less than 30 days' written notice if, at the time of
any redemption of shares in your account, the value of
the remaining shares in the account falls below $2,000.
Upon any such termination, a check for the proceeds of
redemption will be sent to you within seven days of the
redemption.
Written Redemption
For most redemption requests, you need only
furnish a written, unconditional request to redeem your
shares at net asset value to the Transfer Agent:
By Mail By Overnight Courier
Firstar Mutual Fund Services, LLC Firstar Mutual Fund Services, LLC
P.O. Box 701 Third Floor
Milwaukee, Wisconsin 53201-0701 615 East Michigan Street
Milwaukee, Wisconsin 53202
Requests for redemption must (i) be signed exactly as
the shares are registered, including the signature of
each owner, and (ii) specify the number of shares or
dollar amount to be redeemed. Redemption proceeds made
by written redemption request may also be wired to a
commercial bank that you have authorized on your
account application. The Transfer Agent will charge a
$12.00 service fee for wire transactions. Additional
documentation may be requested from corporations,
executors, administrators, trustees, guardians, agents
or attorneys-in-fact. The Funds do not consider the
U.S. Postal Service or other independent delivery
services to be their agents. Therefore, deposit in the
mail or with such services, or receipt at the Transfer
Agent's post office box of redemption requests does not
constitute receipt by the Transfer Agent or the Funds.
Do not mail letters by overnight courier to the post
office box. Any written redemption requests received
within 15 days after an address change must be
accompanied by a signature guarantee.
Telephone Redemption
You may also redeem your shares by calling the
Transfer Agent at 1-877-BADGLEY (1-877-223-4539).
Redemption requests by telephone are available for
redemptions of $500 or more. Redemption requests for
less than $500 must be in writing. In order to utilize
this procedure, you must have previously elected this
option on your shareholder application and the
redemption proceeds must be mailed directly to you or
transmitted to your predesignated account via wire or
ACH transfer. Funds sent via ACH are automatically
credited to your account within three business days.
There is currently no charge for this service. To
change the designated account, send a written request
with signature(s) guaranteed to the Transfer Agent. To
change the address, call the Transfer Agent or send a
written request with signature(s) guaranteed to the
Transfer Agent. Additional documentation may be
requested from corporations, executors, administrators,
trustees, guardians, agents or attorneys-in-fact. No
telephone redemption requests will be allowed within 15
days of such a change. The Funds reserve the right to
limit the number of telephone redemptions you may make.
Once made, telephone redemptions may not be modified or
canceled.
The Transfer Agent will use reasonable procedures
to ensure that instructions received by telephone are
genuine. These procedures may include requiring some
form of personal identification prior to acting upon
telephone instructions, recording telephonic
transactions and/or sending written confirmation of
such transactions to investors. Assuming procedures
such as the above have been followed, neither the Funds
nor the Transfer Agent will be liable for any loss,
cost or expense for acting upon an investor's
instructions or for any unauthorized telephone
redemption. The Funds reserve the right to refuse a
telephone redemption request if so advised.
Redeeming Shares Through Financial Intermediaries
If you redeem shares through a financial
intermediary (such as a broker-dealer), such financial
intermediary may charge you transaction fees for their
services. You will not be charged such fees if you
redeem Fund shares directly through a Fund without the
intervention of a financial intermediary.
<PAGE>
Systematic Withdrawal Plan
The Systematic Withdrawal Plan ("SWP") allows you
to make automatic withdrawals from your account at
regular intervals. Redemptions for the purpose of
satisfying such withdrawals may reduce or even exhaust
your account. If the amount remaining in your account
is not sufficient to make a SWP payment, the remaining
amount will be redeemed and the SWP will be terminated.
Please see the SAI for more information.
Signature Guarantees
Signature guarantees are required for:
* redemption requests to be mailed or wired to a
person other than the registered owner(s) of the shares;
* redemption requests to be mailed or wired to other
than the address that appears of record; and
* any redemption request if a change of address has
been received by the Funds or Transfer Agent within the
last 15 days.
A signature guarantee may be obtained from any eligible
guarantor institution, as defined by the SEC. These
institutions include banks, saving associations, credit
unions, brokerage firms and others. Please note that a
notary public stamp or seal is not acceptable.
Exchange Privilege
The Funds have established a program which permits
Fund shareholders to exchange Fund shares for shares of
any other Badgley Fund or for shares of the Firstar
Money Market Funds. Please see the SAI for more
information on the exchange privilege, including
minimum exchange amounts and fees.
VALUATION OF FUND SHARES
Net asset value is calculated by taking the value
of a Fund's total assets, including interest or
dividends accrued, but not yet collected, less all
liabilities, and dividing by the total number of shares
outstanding. The result, rounded to the nearest cent,
is the net asset value per share. The net asset value
per share is determined as of the close of trading
(generally 4:00 p.m. Eastern Standard Time) on each day
the NYSE is open for business. Purchase orders
received or shares tendered for redemption on a day the
NYSE is open for trading, prior to the close of trading
on that day, will be valued as of the close of trading
on that day. Net asset value is not determined on days
the NYSE is closed. Applications for purchase of
shares and requests for redemption of shares received
after the close of trading on the NYSE will be valued
as of the close of trading on the next day the NYSE is
open. A Fund's net asset value may not be calculated
on days during which the Fund receives no orders to
purchase shares and no shares are tendered for
redemption. In determining net asset value, expenses
are accrued and applied daily and securities and other
assets for which market quotations are available are
valued at market value. Any securities or other assets
for which market quotations are not readily available
are valued at fair value as determined in good faith by
the Board of Directors of the Funds.
<PAGE>
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
The Funds have adopted a plan pursuant to Rule 12b-
1 under the 1940 Act (the "12b-1 Plan"), which
authorizes it to pay the Distributor and certain
financial intermediaries (such as broker-dealers) who
assist in distributing Fund shares or who provide
shareholder services to Fund shareholders a
distribution and shareholder servicing fee of 0.25% of
each Fund's average daily net assets (computed on an
annual basis). The 12b-1 Plan has the effect of
increasing a Fund's expenses from what they would
otherwise be. Because Rule 12b-1 fees are paid out of
a Fund's net assets on an on-going basis, over time
these fees will increase the cost of your investment
and could cost long-term investors of a Fund more than
paying other types of sales charges. For additional
information on the 12b-1 Plan, please see the SAI.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT
For federal income tax purposes, all dividends
paid by the Funds and distributions of net realized
short-term capital gains are taxable as ordinary income
whether reinvested or received in cash unless you are
exempt from taxation or entitled to a tax deferral.
Distributions paid by a Fund from net realized long-
term capital gains, whether received in cash or
reinvested in additional shares, are taxable as a
capital gain. The capital gain holding period is
determined by the length of time the Fund has held the
security and not the length of time you have held
shares in the Fund. The Badgley Growth Fund expects
that, because of its investment objective, its
distributions will consist primarily of long-term
capital gains. The Badgley Balanced Fund expects that,
because of its investment objective, its distributions
will consist primarily of long-term capital gains and
ordinary income. Investors are informed annually as to
the amount and nature of all dividends and capital
gains paid during the prior year. Such capital gains
and dividends may also be subject to state or local
taxes. If you are not required to pay taxes on your
income, you are generally not required to pay federal
income taxes on the amounts distributed to you.
The Badgley Growth Fund intends to pay dividends
from net investment income annually, and the Badgley
Balanced Fund intends to pay dividends from net
investment income quarterly. The Funds intend to
distribute capital gains, if any, at least annually.
When a dividend or capital gain is distributed, a
Fund's net asset value decreases by the amount of the
payment. If you purchase shares shortly before a
distribution, you will be subject to income taxes on
the distribution, even though the value of your
investment (plus cash received, if any) remains the
same. All dividends and capital gains distributions
will automatically be reinvested in additional Fund
shares at the then prevailing net asset value unless an
investor specifically requests that either dividends or
capital gains or both be paid in cash. An investor may
change an election by telephone, subject to certain
limitations, by calling the Transfer Agent at 1-877-
BADGLEY (1-877-223-4539).
Investors who request to have dividends and/or
capital gains in cash may have such amounts mailed or
sent via electronic funds transfer ("EFT"). Transfers
via EFT generally take up to three business days to
reach the investor's bank account.
If an investor elects to receive distributions and
dividends by check and the post office cannot deliver
such check, or if such check remains uncashed for six
months, a Fund reserves the right to reinvest the
distribution check in the shareholder's account at the
Fund's then current net asset value per share and to
reinvest all subsequent distributions in shares of the
Fund.
If you do not furnish the Funds with your correct
social security number or taxpayer identification
number, the Funds are required by federal law to
withhold federal income tax from your distributions and
redemption proceeds at a rate of 31%.
An exchange of Fund shares for shares pursuant to
the Funds' exchange privilege is treated the same as an
ordinary sale and purchase for federal income tax
purposes and you will realize a capital gain or loss.
An exchange is not a tax-free transaction.
<PAGE>
This section is not intended to be a full
discussion of federal income tax laws and the effect of
such laws on you. There may be other federal, state,
or local tax considerations applicable to a particular
investor. You are urged to consult your own tax
advisor.
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to
help you understand the Funds' financial performance
for the period from June 25, 1998 (commencement of
operations) to May 31, 2000. Certain information
reflects financial results for a single Fund share.
The total returns in the tables represent the rate that
an investor would have earned on an investment in the
Fund for the stated period (assuming reinvestment of
all dividends and distributions). This information has
been audited by PricewaterhouseCoopers LLP, whose
report, along with the Funds' financial statements, are
included in the Funds' annual report, which is
available upon request.
Badgley
Badgley Balanced Fund
Balanced Fund June 25, 1998
Year Ended through
May 31, 2000 May 31, 1999
Net asset value, beginning of period $ 10.69 $ 10.00
Income from investment operations:
Net investment income 0.20 0.18
Net realized and unrealized gain
on investments 0.78 0.68
------------ ------------
Total from investment operations 0.98 0.86
------------ ------------
Less:
Dividends from net investment income (0.20) (0.17)
------------ ------------
Net asset value, end of period $ 11.47 $ 10.69
============ ============
Total return 9.23% 8.66%(1)
Supplemental data and ratios:
Net assets, end of period $24,286,086 $16,524,409
Ratio of net expenses to average
net assets:
Before expense reimbursement 1.98% 3.83%(2)
After expense reimbursement 1.30% 1.30%(2)
Ratio of net investment income to
average net assets:
Before expense reimbursement 1.24% (0.80)%(2)
After expense reimbursement 1.92% 1.73%(2)
Portfolio turnover rate 28.78% 16.17%
(1) Not annualized.
(2) Annualized.
<PAGE>
Badgley
Badgley Growth Fund
Growth Fund June 25, 1998
Year Ended through
May 31, 2000 May 31, 1999
Net asset value, beginning of period $ 11.42 $ 10.00
Income from investment operations:
Net investment income (loss) (0.08) (0.02)
Net realized and unrealized gain
on investments 1.89 1.48
------------- ------------
Total from investment operations 1.81 1.46
------------- ------------
Less:
Dividends from net investment income (0.00)(1) (0.04)
------------- ------------
Net asset value, end of period $ 13.23 $ 11.42
============= ============
Total return 15.86% 14.65%(2)
Supplemental data and ratios:
Net assets, end of period $12,251,424 $6,503,740
Ratio of net expenses to
average net assets:
Before expense reimbursement 2.84% 6.12%(3)
After expense reimbursement 1.50% 1.50%(3)
Ratio of net investment income to
average net assets:
Before expense reimbursement (2.06)% (5.22)%(3)
After expense reimbursement (0.72)% (0.60)%(3)
Portfolio turnover rate 25.88% 30.28%
(1) Dividends from net investment income paid at rate
of $0.0014 per share.
(2) Not annualized.
(3) Annualized.
<PAGE>
DIRECTORS CUSTODIAN
J. Kevin Callaghan Firstar Bank, N.A.
Steven C. Phelps 777 East Wisconsin Avenue
Frank S. Bayley Milwaukee, Wisconsin 53202
Madelyn B. Smith
Graham S. Anderson ADMINISTRATOR, TRANSFER AGENT
AND DIVIDEND-DISBURSING AGENT
PRINCIPAL OFFICERS
Firstar Mutual Fund Services, LLC
Scott R. Vokey, President Third Floor
Lisa P. Guzman, Treasurer and Secretary 615 East Michigan Street
Milwaukee, Wisconsin 53202
INVESTMENT ADVISER
INDEPENDENT ACCOUNTANTS
Badgley, Phelps and Bell, Inc.
1420 Fifth Avenue, Suite 4400 PricewaterhouseCoopers LLP
Seattle, Washington 98101 100 East Wisconsin Avenue, Suite 1500
Milwaukee, Wisconsin 53202
DISTRIBUTOR
LEGAL COUNSEL
Rafferty Capital Markets, Inc.
1311 Mamaroneck Avenue Godfrey & Kahn, S.C.
White Plains, New York 10605 780 North Water Street
Milwaukee, Wisconsin 53202
The SAI contains additional information about the
Funds. Additional information about the Funds'
investments is contained in the Funds' annual and semi-
annual reports to shareholders. The Funds' annual
report provides a discussion of the market conditions
and investment strategies that significantly affected
the Funds' performance during the last fiscal year.
The Funds' SAI, which is incorporated by reference into
this Prospectus, annual reports and semi-annual reports
are available without charge upon request to the
address or toll-free telephone number noted on the
cover page of this Prospectus. These documents may
also be obtained from certain financial intermediaries,
including the Distributor, who purchase and sell Fund
shares. Shareholder inquiries and requests for other
information about the Funds can be directed to the
Funds at the address, toll-free telephone number, or
website on the cover page of this Prospectus.
Information about the Funds (including the SAI)
can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. Please call the SEC
at 1-202-942-8090 for information relating to the
operation of the Public Reference Room. Reports and
other information about the Funds are available on the
EDGAR Database on the SEC's Internet site at
http://www.sec.gov or upon payment of a duplicating
fee, by emailing or writing the Public Reference Room
of the SEC at [email protected] or Washington, D.C.
20549-0102.
The Funds' 1940 Act File Number is 811-8769.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Badgley Funds, Inc.
BADGLEY GROWTH FUND
BADGLEY BALANCED FUND
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
1-877-BADGLEY
www.badgleyfunds.com
This Statement of Additional Information is not a
prospectus and should be read in conjunction with the
Prospectus of the Badgley Growth Fund (the "Badgley
Growth Fund") and the Badgley Balanced Fund (the
"Badgley Balanced Fund"), dated September 28, 2000.
The Badgley Growth Fund and the Badgley Balanced Fund
are each a series of the Badgley Funds, Inc. (the
"Corporation").
A copy of the Prospectus is available without
charge upon request to the above-noted address, toll-
free telephone number or website.
The Funds' audited financial statements for the
year ended May 31, 2000, are incorporated herein by
reference to the Funds' Annual Report, which is
available without charge upon request to the above-
noted address, toll-free telephone number or website.
This Statement of Additional Information is dated
September 28, 2000.
<PAGE>
TABLE OF CONTENTS
Page No.
FUND ORGANIZATION 3
INVESTMENT RESTRICTIONS 3
IMPLEMENTATION OF INVESTMENT OBJECTIVES 4
DIRECTORS AND OFFICERS 21
PRINCIPAL SHAREHOLDERS 23
CODE OF ETHICS 23
INVESTMENT ADVISER 24
FUND TRANSACTIONS AND BROKERAGE 25
CUSTODIAN 26
TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT 26
ADMINISTRATOR 26
DISTRIBUTOR AND PLAN OF DISTRIBUTION 27
PURCHASE, REDEMPTION, EXCHANGE AND PRICING OF SHARES 29
TAXATION OF THE FUNDS 32
PERFORMANCE INFORMATION 32
ADDITIONAL INFORMATION 34
INDEPENDENT ACCOUNTANTS 34
FINANCIAL STATEMENTS 34
APPENDIX A-1
In deciding whether to invest in the Funds, you
should rely on the information in this Statement of
Additional Information and related Prospectus. The
Funds have not authorized others to provide additional
information. The Funds have not authorized the use of
this Statement of Additional Information in any state
or jurisdiction in which such offering may not legally
be made.
<PAGE>
FUND ORGANIZATION
The Corporation is an open-end, diversified,
management investment company, commonly referred to as
a mutual fund. Each Fund is a series of common stock
of the Corporation, a Maryland company incorporated on
April 28, 1998. The Corporation is authorized to issue
shares of common stock in series and classes. Each
share of common stock of each Fund is entitled to one
vote, and each share is entitled to participate equally
in dividends and capital gains distributions by the
respective series and in the individual assets of the
respective Fund in the event of liquidation. Each Fund
bears its own expenses and the shareholders of each
Fund have exclusive voting rights on matters pertaining
to the Fund's Rule 12b-1 plan. No certificates will be
issued for shares held in your account. You will,
however, have full shareholder rights. Generally, the
Corporation will not hold annual shareholders' meetings
unless required by the 1940 Act or Maryland law.
Shareholders have certain rights, including the right
to call an annual meeting upon a vote of 10% of the
Corporation's outstanding shares for the purpose of
voting to remove one or more directors or to transact
any other business. The 1940 Act requires the
Corporation to assist the shareholders in calling such
a meeting.
INVESTMENT RESTRICTIONS
The investment objective of the Badgley Growth
Fund is to seek long-term capital appreciation. The
investment objective of the Badgley Balanced Fund is to
seek long-term capital appreciation and income (i.e.,
risk-adjusted total return). The following are the
Funds' fundamental investment restrictions which cannot
be changed without the approval of a majority of a
Fund's outstanding voting securities. As used herein,
a "majority of a Fund's outstanding voting securities"
means the lesser of (i) 67% of the shares of common
stock of the Fund represented at a meeting at which
more than 50% of the outstanding shares are present, or
(ii) more than 50% of the outstanding shares of common
stock of the Fund.
Each Fund:
1. May not with respect to 75% of its total assets,
purchase the securities of any issuer (except
securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities)
if, as a result, (i) more than 5% of the Fund's
total assets would be invested in the securities
of that issuer, or (ii) the Fund would hold more
than 10% of the outstanding voting securities of
that issuer.
2. May (i) borrow money from banks for temporary or
emergency purposes (but not for leveraging or the
purchase of investments) and (ii) make other
investments or engage in other transactions
permissible under the Investment Company Act of
1940, as amended (the "1940 Act"), which may
involve a borrowing, including borrowing through
reverse repurchase agreements, provided that the
combination of (i) and (ii) shall not exceed 33
1/3% of the value of the Fund's total assets
(including the amount borrowed), less the Fund's
liabilities (other than borrowings). If the
amount borrowed at any time exceeds 33 1/3% of the
Fund's total assets, the Fund will, within three
days thereafter (not including Sundays, holidays
and any longer permissible period), reduce the
amount of the borrowings such that the borrowings
do not exceed 33 1/3% of the Fund's total assets.
Each Fund may also borrow money from other persons
to the extent permitted by applicable law.
3. May not issue senior securities, except as
permitted under the 1940 Act.
4. May not act as an underwriter of another issuer's
securities, except to the extent that the Fund may
be deemed to be an underwriter within the meaning
of the Securities Act of 1933, as amended (the
"Securities Act"), in connection with the purchase
and sale of portfolio securities.
5. May not purchase or sell physical commodities
unless acquired as a result of ownership of
securities or other instruments (but this shall
not prevent the Fund from purchasing or selling
options, futures contracts, or other derivative
instruments, or from investing in securities or
other instruments backed by physical commodities).
6. May not make loans if, as a result, more than 33
1/3% of the Fund's total assets would be lent to
other persons, except through (i) purchases of
debt securities or other debt instruments, or (ii)
engaging in repurchase agreements.
<PAGE>
7. May not purchase the securities of any issuer if,
as a result, more than 25% of the Fund's total
assets would be invested in the securities of
issuers, the principal business activities of
which are in the same industry.
8. May not purchase or sell real estate unless
acquired as a result of ownership of securities or
other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or
other instruments backed by real estate or of
issuers engaged in real estate activities).
The following are each Fund's non-fundamental
operating policies which may be changed by the Board of
Directors without shareholder approval.
Each Fund may not:
1. Sell securities short, unless the Fund owns or has
the right to obtain securities equivalent in kind
and amount to the securities sold short, or unless
it covers such short sale as required by the
current rules and positions of the Securities and
Exchange Commission (the "SEC") or its staff, and
provided that transactions in options, futures
contracts, options on futures contracts, or other
derivative instruments are not deemed to
constitute selling securities short.
2. Purchase securities on margin, except that the
Fund may obtain such short-term credits as are
necessary for the clearance of transactions; and
provided that margin deposits in connection with
futures contracts, options on futures contracts,
or other derivative instruments shall not
constitute purchasing securities on margin.
3. Invest in illiquid securities if, as a result of
such investment, more than 10% of its net assets
would be invested in illiquid securities.
4. Purchase securities of other investment companies
except in compliance with the 1940 Act and
applicable state law.
5. Engage in futures or options on futures
transactions which are impermissible pursuant to
Rule 4.5 under the Commodity Exchange Act (the
"CEA") and, in accordance with Rule 4.5, will use
futures or options on futures transactions solely
for bona fide hedging transactions (within the
meaning of the CEA), provided, however, that the
Fund may, in addition to bona fide hedging
transactions, use futures and options on futures
transactions if the aggregate initial margin and
premiums required to establish such positions,
less the amount by which any such options
positions are in the money (within the meaning of
the CEA), do not exceed 5% of the Fund's net
assets.
6. Make any loans, except through (i) purchases of
debt securities or other debt instruments, or (ii)
engaging in repurchase agreements.
7. Borrow money except from banks or through reverse
repurchase agreements or mortgage dollar rolls,
and will not purchase securities when bank
borrowings exceed 5% of its total assets.
Except for the fundamental investment limitations
listed above and each Fund's investment objective, the
Funds' other investment policies are not fundamental
and may be changed with approval of the Corporation's
Board of Directors. Unless noted otherwise, if a
percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage
resulting from a change in the Fund's assets (i.e., due
to cash inflows or redemptions) or in market value of
the investment or the Fund's assets will not constitute
a violation of that restriction.
IMPLEMENTATION OF INVESTMENT OBJECTIVES
The following information supplements the
discussion of the Funds' investment objectives and
strategies described in the Prospectus under the
captions "Investment Objectives" and "How the Funds
Invest."
<PAGE>
Illiquid Securities
Each Fund may invest up to 10% of its respective
net assets in illiquid securities (i.e., securities
that are not readily marketable). For purposes of this
restriction, illiquid securities include, but are not
limited to, restricted securities (securities the
disposition of which is restricted under the federal
securities laws), repurchase agreements with maturities
in excess of seven days, and other securities that are
not readily marketable. The Board of Directors of the
Corporation, or its delegate, has the ultimate
authority to determine, to the extent permissible under
the federal securities laws, which securities are
liquid or illiquid for purposes of this 10% limitation.
Certain securities exempt from registration or issued
in transactions exempt from registration under the
Securities Act, such as securities that may be resold
to institutional investors under Rule 144A under the
Securities Act, may be considered liquid under
guidelines adopted by the Board of Directors. Each
Fund may invest up to 5% of its respective net assets
in such securities. However, investing in securities
which may be resold pursuant to Rule 144A under the
Securities Act could have the effect of increasing the
level of a Fund's illiquidity to the extent that
institutional investors become, for a time,
uninterested in purchasing such securities.
The Board of Directors has delegated to the
Adviser the day-to-day determination of the liquidity
of any security, although it has retained oversight and
ultimate responsibility for such determinations.
Although no definitive liquidity criteria are used, the
Board of Directors has directed the Adviser to look to
such factors as (i) the nature of the market for a
security (including the institutional private resale
market), (ii) the terms of certain securities or other
instruments allowing for the disposition to a third
party or the issuer thereof (e.g., certain repurchase
obligations and demand instruments), (iii) the
availability of market quotations (e.g., for securities
quoted in the PORTAL system), and (iv) other
permissible relevant factors.
Restricted securities may be sold only in
privately negotiated transactions or in a public
offering with respect to which a registration statement
is in effect under the Securities Act. Where
registration is required, a Fund may be obligated to
pay all or part of the registration expenses and a
considerable period may elapse between the time of the
decision to sell and the time the Fund may be permitted
to sell a security under an effective registration
statement. If, during such a period, adverse market
conditions were to develop, the Fund might obtain a
less favorable price than that which prevailed when it
decided to sell. Restricted securities will be priced
at fair value as determined in good faith by the Board
of Directors. If, through the appreciation of
restricted securities or the depreciation of
unrestricted securities, a Fund should be in a position
where more than 10% of the value of its net assets are
invested in illiquid securities, including restricted
securities which are not readily marketable (except for
Rule 144A securities deemed to be liquid by the
Adviser), the affected Fund will take such steps as is
deemed advisable, if any, to protect liquidity.
Fixed Income Securities
Fixed Income Securities in General. The Badgley
Balanced Fund may invest a portion of its assets in a
wide variety of fixed income securities, including
bonds and other debt securities and non-convertible
preferred stocks. Each Fund may hold a limited portion
of its assets (generally not to exceed 15% of its total
assets) in short-term money market securities. See
"Temporary Strategies."
Changes in market interest rates affect the value
of fixed income securities. If interest rates
increase, the value of fixed income securities
generally decrease. Similarly, if interest rates
decrease, the value of fixed income securities
generally increase. Shares in the Badgley Balanced
Fund are likely to fluctuate in a similar manner. In
general, the longer the remaining maturity of a fixed
income security, the greater its fluctuations in value
based on interest rate changes. Longer-term fixed
income securities generally pay a higher interest rate.
The Badgley Balanced Fund invests in fixed income
securities of varying maturities.
Changes in the credit quality of the issuer also
affect the value of fixed income securities. Lower-
rated fixed income securities generally pay a higher
interest rate. Although the Badgley Balanced Fund only
invests in investment grade debt securities, the value
of these securities may decrease due to changes in
ratings over time.
<PAGE>
Types of Fixed Income Securities. The Badgley
Balanced Fund may invest in the following types of
fixed income securities:
* Corporate debt securities, including bonds,
debentures and notes;
* U.S. government securities;
* Mortgage and asset-backed securities;
* Preferred stocks;
* Convertible securities;
* Commercial paper (including variable amount
master demand notes);
* Bank obligations, such as certificates of
deposit, banker's acceptances and time
deposits of domestic and foreign banks,
domestic savings association and their
subsidiaries and branches (in amounts in
excess of the current $100,000 per account
insurance coverage provided by the Federal
Deposit Insurance Corporation); and
* Repurchase agreements.
Ratings. The Badgley Balanced Fund will limit
investments in fixed income securities to those that
are rated at the time of purchase as at least
investment grade by at least one national rating
organization, such as S&P or Moody's, or, if unrated,
are determined to be of equivalent quality by the
Adviser. Within the investment grade categories, the
Badgley Balanced Fund will limit its purchases to the
following criteria:
* U.S. government securities;
* Bonds or bank obligations rated in one of the
three highest categories (e.g., A- or higher
by S&P);
* Short-term notes rated in one of the two
highest categories (e.g., SP-2 or higher by
S&P);
* Commercial paper or short-term bank
obligations rated in one of the three highest
categories (e.g., A-3 or higher by S&P); and
* Repurchase agreements involving investment
grade fixed income securities.
Investment grade fixed income securities are generally
believed to have a lower degree of credit risk. If a
security's rating falls below the above criteria, the
Adviser will determine what action, if any, should be
taken to ensure compliance with the Badgley Balanced
Fund's investment objective and to ensure that the
Badgley Balanced Fund will at no time have 5% or more
of its net assets invested in non-investment grade debt
securities. Additional information concerning
securities ratings is contained in the Appendix.
Government Securities. U.S. government securities
are issued or guaranteed by the U.S. government or its
agencies or instrumentalities. These securities may
have different levels of government backing. U.S.
Treasury obligations, such as Treasury bills, notes,
and bonds are backed by the full faith and credit of
the U.S. Treasury. Some U.S. government agency
securities are also backed by the full faith and credit
of the U.S. Treasury, such as securities issued by the
Government National Mortgage Association (GNMA). Other
U.S. government securities may be backed by the right
of the agency to borrow from the U.S. Treasury, such as
securities issued by the Federal Home Loan Bank, or may
be backed only by the credit of the agency. The U.S.
government and its agencies and instrumentalities only
guarantee the payment of principal and interest and not
the market value of the securities. The market value
of U.S. government securities will fluctuate based on
interest rate changes and other market factors.
Mortgage- and Asset-Backed Securities. Mortgage-
backed securities represent direct or indirect
participations in, or are secured by and payable from,
mortgage loans secured by real property, and include
single- and
<PAGE>
multi-class pass-through securities and
collateralized mortgage obligations. Such securities
may be issued or guaranteed by U.S. government agencies
or instrumentalities, such as the Government National
Mortgage Association and the Federal National Mortgage
Association, or by private issuers, generally
originators and investors in mortgage loans, including
savings associations, mortgage bankers, commercial
banks, investment bankers, and special purpose entities
(collectively, "private lenders"). Mortgage-backed
securities issued by private lenders may be supported
by pools of mortgage loans or other mortgage-backed
securities that are guaranteed, directly or indirectly,
by the U.S. government or one of its agencies or
instrumentalities, or they may be issued without any
governmental guarantee of the underlying mortgage
assets but with some form of non-governmental credit
enhancement.
Asset-backed securities have structural
characteristics similar to mortgage-backed securities.
Asset-backed debt obligations represent direct or
indirect participations in, or are secured by and
payable from, assets such as motor vehicle installment
sales contracts, other installment loan contracts, home
equity loans, leases of various types of property, and
receivables from credit card or other revolving credit
arrangements. The credit quality of most asset-backed
securities depends primarily on the credit quality of
the assets underlying such securities, how well the
entity issuing the security is insulated from the
credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit
enhancement of the securities. Payments or
distributions of principal and interest on asset-backed
debt obligations may be supported by non-governmental
credit enhancements including letters of credit,
reserve funds, overcollateralization, and guarantees by
third parties. The market for privately issued asset-
backed debt obligations is smaller and less liquid than
the market for government sponsored mortgage-backed
securities.
The rate of principal payment on mortgage- and
asset-backed securities generally depends on the rate
of principal payments received on the underlying assets
which in turn may be effected by a variety of economic
and other factors. As a result, the yield on any
mortgage- and asset-backed security is difficult to
predict with precision and actual yield to maturity may
be more or less than the anticipated yield to maturity.
The yield characteristics of mortgage- and asset-backed
securities differ from those of traditional debt
securities. Among the principal differences are that
interest and principal payments are made more
frequently on mortgage- and asset-backed securities,
usually monthly, and that principal may be prepaid at
any time because the underlying mortgage loans or other
assets generally may be prepaid at any time. As a
result, if the Badgley Balanced Fund purchases these
securities at a premium, a prepayment rate that is
faster than expected will reduce yield to maturity,
while a prepayment rate that is slower than expected
will have the opposite effect of increasing the yield
to maturity. Conversely, if the Badgley Balanced Fund
purchases these securities at a discount, a prepayment
rate that is faster than expected will increase yield
to maturity, while a prepayment rate that is slower
than expected will reduce yield to maturity.
Accelerated prepayments on securities purchased by the
Badgley Balanced Fund at a premium also impose a risk
of loss of principal because the premium may not have
been fully amortized at the time the principal is
prepaid in full. In addition, prepayments typically
occur when interest rates are declining. As a result,
any debt securities purchased by the Badgley Balanced
Fund with such prepayment proceeds will likely be at a
lower interest rate than the original investment.
While many mortgage- and asset-backed securities
are issued with only one class of security, many are
issued in more than one class, each with different
payment terms. Multiple class mortgage- and asset-
backed securities are issued for two main reasons.
First, multiple classes may be used as a method of
providing credit support. This is accomplished
typically through creation of one or more classes whose
right to payments on the security is made subordinate
to the right to such payments of the remaining class or
classes. Second, multiple classes may permit the
issuance of securities with payment terms, interest
rates, or other characteristics differing both from
those of each other and from those of the underlying
assets. Examples include so-called "strips" (mortgage-
and asset-backed securities entitling the holder to
disproportionate interests with respect to the
allocation of interest and principal of the assets
backing the security), and securities with class or
classes having characteristics which mimic the
characteristics of non-mortgage- or asset-backed
securities, such as floating interest rates (i.e.,
interest rates which adjust as a specified benchmark
changes) or scheduled amortization of principal.
Mortgage- and asset-backed securities backed by
assets, other than as described above, or in which the
payment streams on the underlying assets are allocated
in a manner different than those described above may be
issued in the future. The Badgley Balanced Fund may
invest in such securities if such investment is
otherwise consistent with its investment objectives,
policies and restrictions.
<PAGE>
Convertible Securities. Each Fund may invest in
convertible securities, which are bonds, debentures,
notes, preferred stocks, or other securities that may
be converted into or exchanged for a specified amount
of common stock of the same or a different issuer
within a particular period of time at a specified price
or formula. A convertible security entitles the holder
to receive interest normally paid or accrued on debt or
the dividend paid on preferred stock until the
convertible security matures or is redeemed, converted,
or exchanged. Convertible securities have unique
investment characteristics in that they generally (i)
have higher yields than common stocks, but lower yields
than comparable non-convertible securities, (ii) are
less subject to fluctuation in value than the
underlying stock since they have fixed income
characteristics, and (iii) provide the potential for
capital appreciation if the market price of the
underlying common stock increases. A convertible
security may be subject to redemption at the option of
the issuer at a price established in the convertible
security's governing instrument. If a convertible
security held by a Fund is called for redemption, the
Fund will be required to permit the issuer to redeem
the security, convert it into the underlying common
stock, or sell it to a third party. The Adviser will
limit investments in convertible debt securities to
those that are rated at the time of purchase as
investment grade by at least one national rating
organization, such as S&P or Moody's, or, if unrated,
are determined to be of equivalent quality by the
Adviser. With respect to the Badgley Balanced Fund's
investments in convertible securities, the Badgley
Balanced Fund will only include that portion of
convertible senior securities with fixed income
characteristics in computing whether the Badgley
Balanced Fund has at least 25% of its total assets in
fixed income convertible securities.
Variable- or Floating-Rate Securities. The
Badgley Balanced Fund may invest in securities which
offer a variable- or floating-rate of interest.
Variable-rate securities provide for automatic
establishment of a new interest rate at fixed intervals
(e.g., daily, monthly, semi-annually, etc.). Floating-
rate securities generally provide for automatic
adjustment of the interest rate whenever some specified
interest rate index changes. The interest rate on
variable- or floating-rate securities is ordinarily
determined by reference to or is a percentage of a
bank's prime rate, the 90-day U.S. Treasury bill rate,
the rate of return on commercial paper or bank
certificates of deposit, an index of short-term
interest rates, or some other objective measure.
Variable- or floating-rate securities frequently
include a demand feature entitling the holder to sell
the securities to the issuer at par. In many cases,
the demand feature can be exercised at any time on
seven days notice, in other cases, the demand feature
is exercisable at any time on 30 days notice or on
similar notice at intervals of not more than one year.
Some securities which do not have variable or floating
interest rates may be accompanied by puts producing
similar results and price characteristics.
Variable-rate demand notes include master demand
notes which are obligations that permit the Badgley
Balanced Fund to invest fluctuating amounts, which may
change daily without penalty, pursuant to direct
arrangements between the Badgley Balanced Fund, as
lender, and the borrower. The interest rates on these
notes fluctuate from time to time. The issuer of such
obligations normally has a corresponding right, after a
given period, to prepay in its discretion the
outstanding principal amount of the obligations plus
accrued interest upon a specified number of days'
notice to the holders of such obligations. The
interest rate on a floating-rate demand obligation is
based on a known lending rate, such as a bank's prime
rate, and is adjusted automatically each time such rate
is adjusted. The interest rate on a variable-rate
demand obligation is adjusted automatically at
specified intervals. Frequently, such obligations are
secured by letters of credit or other credit support
arrangements provided by banks. Because these
obligations are direct lending arrangements between the
lender and borrower, it is not contemplated that such
instruments will generally be traded. There generally
is not an established secondary market for these
obligations, although they are redeemable at face
value. Accordingly, where the obligations are not
secured by letters of credit or other credit support
arrangements, the Badgley Balanced Fund's right to
redeem is dependent on the ability of the borrower to
pay principal and interest on demand. Such obligations
frequently are not rated by credit rating agencies and,
if not so rated, the Badgley Balanced Fund may invest
in them only if the Adviser determines that at the time
of investment other obligations are of comparable
quality to the other obligations in which the Badgley
Balanced Fund may invest.
The Badgley Balanced Fund will not invest more
than 10% of its net assets in variable- and floating-
rate demand obligations that are not readily marketable
(a variable- or floating-rate demand obligation that
may be disposed of on not more than seven days notice
will be deemed readily marketable and will not be
subject to this limitation). See "Investment Policies
and Techniques -- Illiquid Securities" and "Investment
Restrictions." In addition, each variable- and
floating-rate obligation must meet the credit quality
requirements applicable to all the Badgley Balanced
Fund's
<PAGE>
investments at the time of purchase. When
determining whether such an obligation meets the
Badgley Balanced Fund's credit quality requirements,
the Badgley Balanced Fund may look to the credit
quality of the financial guarantor providing a letter
of credit or other credit support arrangement. The
Badgley Growth Fund may invest in such securities as
described under "Temporary Strategies."
Repurchase Agreements. The Funds may enter into
repurchase agreements with certain banks or non-bank
dealers. In a repurchase agreement, a Fund buys a
security at one price, and at the time of sale, the
seller agrees to repurchase the obligation at a
mutually agreed upon time and price (usually within
seven days). The repurchase agreement, thereby,
determines the yield during the purchaser's holding
period, while the seller's obligation to repurchase is
secured by the value of the underlying security. The
Adviser will monitor, on an ongoing basis, the value of
the underlying securities to ensure that the value
always equals or exceeds the repurchase price plus
accrued interest. Repurchase agreements could involve
certain risks in the event of a default or insolvency
of the other party to the agreement, including possible
delays or restrictions upon a Fund's ability to dispose
of the underlying securities. Although no definitive
creditworthiness criteria are used, the Adviser reviews
the creditworthiness of the banks and non-bank dealers
with which the Funds enter into repurchase agreements
to evaluate those risks.
Reverse Repurchase Agreements
The Funds may, with respect to up to 5% of its net
assets, engage in reverse repurchase agreements. In a
reverse repurchase agreement, a Fund would sell a
security and enter into an agreement to repurchase the
security at a specified future date and price. A Fund
generally retains the right to interest and principal
payments on the security. Since a Fund receives cash
upon entering into a reverse repurchase agreement, it
may be considered a borrowing. When required by
guidelines of the SEC, the Fund will set aside
permissible liquid assets in a segregated account to
secure its obligations to repurchase the security.
Temporary Strategies
Prior to investing the proceeds from sale of Fund
shares and to meet ordinary daily cash needs, the
Adviser may hold cash and/or invest all or a portion of
the Fund's assets in money market instruments, which
are short-term fixed income securities issued by
private and governmental institutions and may include
commercial paper, short-term U.S. government
securities, repurchase agreements, banker's
acceptances, certificates of deposit, time deposits and
other short-term fixed-income securities. All money
market instruments will be rated investment-grade.
Derivative Instruments
In General. Although it does not currently intend
to engage in derivative transactions, each Fund may
invest up to 5% of its respective net assets in
derivative instruments. Derivative instruments may be
used for any lawful purpose consistent with a Fund's
investment objective such as hedging or managing risk,
but not for speculation. Derivative instruments are
commonly defined to include securities or contracts
whose value depend on (or "derive" from) the value of
one or more other assets, such as securities,
currencies, or commodities. These "other assets" are
commonly referred to as "underlying assets."
A derivative instrument generally consists of, is
based upon, or exhibits characteristics similar to
options or forward contracts. Options and forward
contracts are considered to be the basic "building
blocks" of derivatives. For example, forward-based
derivatives include forward contracts, swap contracts,
as well as exchange-traded futures. Option-based
derivatives include privately negotiated, over-the-
counter (OTC) options (including caps, floors, collars,
and options on forward and swap contracts) and exchange-
traded options on futures. Diverse types of
derivatives may be created by combining options or
forward contracts in different ways, and by applying
these structures to a wide range of underlying assets.
An option is a contract in which the "holder" (the
buyer) pays a certain amount (the "premium") to the
"writer" (the seller) to obtain the right, but not the
obligation, to buy from the writer (in a "call") or
sell to the writer (in a "put") a specific asset at an
agreed upon price at or before a certain time. The
holder pays the premium at inception and has no further
financial obligation. The holder of an option-based
derivative generally will benefit from favorable
movements in the price of the underlying asset but is
not exposed to corresponding losses due to adverse
movements in
<PAGE>
the value of the underlying asset. The
writer of an option-based derivative generally will
receive fees or premiums but generally is exposed to
losses due to changes in the value of the underlying
asset.
A forward is a sales contract between a buyer
(holding the "long" position) and a seller (holding the
"short" position) for an asset with delivery deferred
until a future date. The buyer agrees to pay a fixed
price at the agreed future date and the seller agrees
to deliver the asset. The seller hopes that the market
price on the delivery date is less than the agreed upon
price, while the buyer hopes for the contrary. The
change in value of a forward-based derivative generally
is roughly proportional to the change in value of the
underlying asset.
Hedging. A Fund may use derivative instruments to
protect against possible adverse changes in the market
value of securities held in, or are anticipated to be
held in, the Fund's portfolio. Derivatives may also be
used by a Fund to "lock-in" its realized but
unrecognized gains in the value of its portfolio
securities. Hedging strategies, if successful, can
reduce the risk of loss by wholly or partially
offsetting the negative effect of unfavorable price
movements in the investments being hedged. However,
hedging strategies can also reduce the opportunity for
gain by offsetting the positive effect of favorable
price movements in the hedged investments.
Managing Risk. A Fund may also use derivative
instruments to manage the risks of the Fund's
portfolio. Risk management strategies include, but are
not limited to, facilitating the sale of portfolio
securities, managing the effective maturity or duration
of debt obligations in a Fund's portfolio, establishing
a position in the derivatives markets as a substitute
for buying or selling certain securities, or creating
or altering exposure to certain asset classes, such as
equity, debt, and foreign securities. The use of
derivative instruments may provide a less expensive,
more expedient or more specifically focused way for a
Fund to invest than "traditional" securities (i.e.,
stocks or bonds) would.
Exchange or OTC Derivatives. Derivative
instruments may be exchange-traded or traded in OTC
transactions between private parties. Exchange-traded
derivatives are standardized options and futures
contracts traded in an auction on the floor of a
regulated exchange. Exchange contracts are generally
liquid. The exchange clearinghouse is the counterparty
of every contract. Thus, each holder of an exchange
contract bears the credit risk of the clearinghouse
(and has the benefit of its financial strength) rather
than that of a particular counterparty. Over-the-
counter transactions are subject to additional risks,
such as the credit risk of the counterparty to the
instrument, and are less liquid than exchange-traded
derivatives since they often can only be closed out
with the other party to the transaction.
Risks and Special Considerations. The use of
derivative instruments involves risks and special
considerations as described below. Risks pertaining to
particular derivative instruments are described in the
sections that follow.
(1) Market Risk. The primary risk of derivatives
is the same as the risk of the underlying assets;
namely, that the value of the underlying asset may go
up or down. Adverse movements in the value of an
underlying asset can expose a Fund to losses.
Derivative instruments may include elements of leverage
and, accordingly, the fluctuation of the value of the
derivative instrument in relation to the underlying
asset may be magnified. The successful use of
derivative instruments depends upon a variety of
factors, particularly the Adviser's ability to predict
movements of the securities, currencies, and
commodities markets, which requires different skills
than predicting changes in the prices of individual
securities. There can be no assurance that any
particular strategy adopted will succeed. A decision
to engage in a derivative transaction will reflect the
Adviser's judgment that the derivative transaction will
provide value to the Fund and its shareholders and is
consistent with the Fund's objectives, investment
limitations, and operating policies. In making such a
judgment, the Adviser will analyze the benefits and
risks of the derivative transaction and weigh them in
the context of the Fund's entire portfolio and
investment objective.
(2) Credit Risk. A Fund will be subject to the
risk that a loss may be sustained by the Fund as a
result of the failure of a counterparty to comply with
the terms of a derivative instrument. The counterparty
risk for exchange-traded derivative instruments is
generally less than for privately-negotiated or OTC
derivative instruments, since generally a clearing
agency, which is the issuer or counterparty to each
exchange-traded instrument, provides a guarantee of
performance. For privately-negotiated instruments,
there is no similar clearing agency guarantee. In all
transactions, a Fund will bear the risk that the
counterparty will default, and this could result in a
loss of the expected benefit of the derivative
transaction and possibly other losses to the Fund. A
Fund will enter into transactions in
<PAGE>
derivative instruments only with counterparties that
the Adviser reasonably believes are capable of
performing under the contract.
(3) Correlation Risk. When a derivative
transaction is used to completely hedge another
position, changes in the market value of the combined
position (the derivative instrument plus the position
being hedged) result from an imperfect correlation
between the price movements of the two instruments.
With a perfect hedge, the value of the combined
position remains unchanged for any change in the price
of the underlying asset. With an imperfect hedge, the
value of the derivative instrument and its hedge are
not perfectly correlated. Correlation risk is the risk
that there might be imperfect correlation, or even no
correlation, between price movements of an instrument
and price movements of investments being hedged. For
example, if the value of a derivative instrument used
in a short hedge (such as writing a call option, buying
a put option, or selling a futures contract) increased
by less than the decline in value of the hedged
investments, the hedge would not be perfectly
correlated. Such a lack of correlation might occur due
to factors unrelated to the value of the investments
being hedged, such as speculative or other pressures on
the markets in which these instruments are traded. The
effectiveness of hedges using instruments on indices
will depend, in part, on the degree of correlation
between price movements in the index and price
movements in the investments being hedged.
(4) Liquidity Risk. Derivatives are also subject
to liquidity risk. Liquidity risk is the risk that a
derivative instrument cannot be sold, closed out, or
replaced quickly at or very close to its fundamental
value. Generally, exchange contracts are very liquid
because the exchange clearinghouse is the counterparty
of every contract. OTC transactions are less liquid
than exchange-traded derivatives since they often can
only be closed out with the other party to the
transaction. A Fund might be required by applicable
regulatory requirement to maintain assets as "cover,"
maintain segregated accounts, and/or make margin
payments when it takes positions in derivative
instruments involving obligations to third parties
(i.e., instruments other than purchased options). If a
Fund is unable to close out its positions in such
instruments, it might be required to continue to
maintain such assets or accounts or make such payments
until the position expired, matured, or is closed out.
The requirements might impair a Fund's ability to sell
a portfolio security or make an investment at a time
when it would otherwise be favorable to do so, or
require that the Fund sell a portfolio security at a
disadvantageous time. A Fund's ability to sell or
close out a position in an instrument prior to
expiration or maturity depends on the existence of a
liquid secondary market or, in the absence of such a
market, the ability and willingness of the counterparty
to enter into a transaction closing out the position.
Therefore, there is no assurance that any derivatives
position can be sold or closed out at a time and price
that is favorable to a Fund.
(5) Legal Risk. Legal risk is the risk of loss
caused by the legal unenforceability of a party's
obligations under the derivative. While a party
seeking price certainty agrees to surrender the
potential upside in exchange for downside protection,
the party taking the risk is looking for a positive
payoff. Despite this voluntary assumption of risk, a
counterparty that has lost money in a derivative
transaction may try to avoid payment by exploiting
various legal uncertainties about certain derivative
products.
(6) Systemic or "Interconnection" Risk.
Interconnection risk is the risk that a disruption in
the financial markets will cause difficulties for all
market participants. In other words, a disruption in
one market will spill over into other markets, perhaps
creating a chain reaction. Much of the OTC derivatives
market takes place among the OTC dealers themselves,
thus creating a large interconnected web of financial
obligations. This interconnectedness raises the
possibility that a default by one large dealer could
create losses for other dealers and destabilize the
entire market for OTC derivative instruments.
General Limitations. The use of derivative
instruments is subject to applicable regulations of the
SEC, the several options and futures exchanges upon
which they may be traded, and the Commodity Futures
Trading Commission ("CFTC").
The Corporation has filed a notice of eligibility
for exclusion from the definition of the term
"commodity pool operator" with the CFTC and the
National Futures Association, which regulate trading in
the futures markets. In accordance with Rule 4.5 of
the regulations under the CEA, the notice of
eligibility for the Funds includes representations that
each Fund will use futures contracts and related
options solely for bona fide hedging purposes within
the meaning of CFTC regulations, provided that a Fund
may hold other positions in futures contracts and
related options that do not qualify as a bona fide
hedging position if the aggregate initial margin
deposits and premiums
<PAGE>
required to establish these positions, less the
amount by which any such futures contracts and
related options positions are "in the money," do not
exceed 5% of the Fund's net assets. To the extent
the Fund were to engage in derivative transactions,
it will limit such transactions to no more than 5% of
its net assets.
The SEC has identified certain trading practices
involving derivative instruments that involve the
potential for leveraging a Fund's assets in a manner
that raises issues under the 1940 Act. In order to
limit the potential for the leveraging of a Fund's
assets, as defined under the 1940 Act, the SEC has
stated that a Fund may use coverage or the segregation
of a Fund's assets. The Funds will also set aside
permissible liquid assets in a segregated custodial
account if required to do so by SEC and CFTC
regulations. Assets used as cover or held in a
segregated account cannot be sold while the derivative
position is open, unless they are replaced with similar
assets. As a result, the commitment of a large portion
of a Fund's assets to segregated accounts could impede
portfolio management or the Fund's ability to meet
redemption requests or other current obligations.
In some cases a Fund may be required to maintain
or limit exposure to a specified percentage of its
assets to a particular asset class. In such cases,
when a Fund uses a derivative instrument to increase or
decrease exposure to an asset class and is required by
applicable SEC guidelines to set aside liquid assets in
a segregated account to secure its obligations under
the derivative instruments, the Adviser may, where
reasonable in light of the circumstances, measure
compliance with the applicable percentage by reference
to the nature of the economic exposure created through
the use of the derivative instrument and not by
reference to the nature of the exposure arising from
the assets set aside in the segregated account (unless
another interpretation is specified by applicable
regulatory requirements).
Options. A Fund may use options for any lawful
purpose consistent with the Fund's investment objective
such as hedging or managing risk but not for
speculation. An option is a contract in which the
"holder" (the buyer) pays a certain amount (the
"premium") to the "writer" (the seller) to obtain the
right, but not the obligation, to buy from the writer
(in a "call") or sell to the writer (in a "put") a
specific asset at an agreed upon price (the "strike
price" or "exercise price") at or before a certain time
(the "expiration date"). The holder pays the premium
at inception and has no further financial obligation.
The holder of an option will benefit from favorable
movements in the price of the underlying asset but is
not exposed to corresponding losses due to adverse
movements in the value of the underlying asset. The
writer of an option will receive fees or premiums but
is exposed to losses due to changes in the value of the
underlying asset. A Fund may purchase (buy) or write
(sell) put and call options on assets, such as
securities, currencies, commodities, and indices of
debt and equity securities ("underlying assets") and
enter into closing transactions with respect to such
options to terminate an existing position. Options
used by the Funds may include European, American, and
Bermuda style options. If an option is exercisable
only at maturity, it is a "European" option; if it is
also exercisable prior to maturity, it is an "American"
option. If it is exercisable only at certain times, it
is a "Bermuda" option.
Each Fund may purchase (buy) and write (sell) put
and call options and enter into closing transactions
with respect to such options to terminate an existing
position. The purchase of call options serves as a
long hedge, and the purchase of put options serves as a
short hedge. Writing put or call options can enable a
Fund to enhance income by reason of the premiums paid
by the purchaser of such options. Writing call options
serves as a limited short hedge because declines in the
value of the hedged investment would be offset to the
extent of the premium received for writing the option.
However, if the security appreciates to a price higher
than the exercise price of the call option, it can be
expected that the option will be exercised and the Fund
will be obligated to sell the security at less than its
market value or will be obligated to purchase the
security at a price greater than that at which the
security must be sold under the option. All or a
portion of any assets used as cover for OTC options
written by a Fund would be considered illiquid to the
extent described under "Investment Policies and
Techniques Illiquid Securities." Writing put options
serves as a limited long hedge because increases in the
value of the hedged investment would be offset to the
extent of the premium received for writing the option.
However, if the security depreciates to a price lower
than the exercise price of the put option, it can be
expected that the put option will be exercised and the
Fund will be obligated to purchase the security at more
than its market value.
The value of an option position will reflect,
among other things, the historical price volatility of
the underlying investment, the current market value of
the underlying investment, the time remaining until
expiration, the relationship of the exercise price to
the market price of the underlying investment, and
general market conditions.
<PAGE>
A Fund may effectively terminate its right or
obligation under an option by entering into a closing
transaction. For example, a Fund may terminate its
obligation under a call or put option that it had
written by purchasing an identical call or put option;
this is known as a closing purchase transaction.
Conversely, a Fund may terminate a position in a put or
call option it had purchased by writing an identical
put or call option; this is known as a closing sale
transaction. Closing transactions permit a Fund to
realize the profit or limit the loss on an option
position prior to its exercise or expiration.
The Funds may purchase or write both exchange-
traded and OTC options. Exchange-traded options are
issued by a clearing organization affiliated with the
exchange on which the option is listed that, in effect,
guarantees completion of every exchange-traded option
transaction. In contrast, OTC options are contracts
between a Fund and the other party to the transaction
("counterparty") (usually a securities dealer or a
bank) with no clearing organization guarantee. Thus,
when a Fund purchases or writes an OTC option, it
relies on the counterparty to make or take delivery of
the underlying investment upon exercise of the option.
Failure by the counterparty to do so would result in
the loss of any premium paid by the Fund as well as the
loss of any expected benefit of the transaction.
A Fund's ability to establish and close out
positions in exchange-listed options depends on the
existence of a liquid market. Each Fund intends to
purchase or write only those exchange-traded options
for which there appears to be a liquid secondary
market. However, there can be no assurance that such a
market will exist at any particular time. Closing
transactions can be made for OTC options only by
negotiating directly with the counterparty, or by a
transaction in the secondary market if any such market
exists. Although each Fund will enter into OTC options
only with counterparties that are expected to be
capable of entering into closing transactions with the
Funds, there is no assurance that the Funds will in
fact be able to close out an OTC option at a favorable
price prior to expiration. In the event of insolvency
of the counterparty, a Fund might be unable to close
out an OTC option position at any time prior to its
expiration. If a Fund were unable to effect a closing
transaction for an option it had purchased, it would
have to exercise the option to realize any profit.
The Funds may engage in options transactions on
indices in much the same manner as the options on
securities discussed above, except the index options
may serve as a hedge against overall fluctuations in
the securities market in general.
The writing and purchasing of options is a highly
specialized activity that involves investment
techniques and risks different from those associated
with ordinary portfolio securities transactions.
Imperfect correlation between the options and
securities markets may detract from the effectiveness
of attempted hedging.
Spread Transactions. A Fund may use spread
transactions for any lawful purpose consistent with the
Fund's investment objective such as hedging or managing
risk, but not for speculation. A Fund may purchase
covered spread options from securities dealers. Such
covered spread options are not presently exchange-
listed or exchange-traded. The purchase of a spread
option gives a Fund the right to put, or sell, a
security that it owns at a fixed dollar spread or fixed
yield spread in relationship to another security that
the Fund does not own, but which is used as a
benchmark. The risk to a Fund in purchasing covered
spread options is the cost of the premium paid for the
spread option and any transaction costs. In addition,
there is no assurance that closing transactions will be
available. The purchase of spread options will be used
to protect a Fund against adverse changes in prevailing
credit quality spreads, i.e., the yield spread between
high quality and lower quality securities. Such
protection is only provided during the life of the
spread option.
Futures Contracts. A Fund may use futures
contracts for any lawful purpose consistent with the
Fund's investment objective such as hedging and
managing risk but not for speculation. A Fund may
enter into futures contracts, including interest rate,
index, and currency futures. Each Fund may also
purchase put and call options, and write covered put
and call options, on futures in which it is allowed to
invest. The purchase of futures or call options
thereon can serve as a long hedge, and the sale of
futures or the purchase of put options thereon can
serve as a short hedge. Writing covered call options
on futures contracts can serve as a limited short
hedge, and writing covered put options on futures
contracts can serve as a limited long hedge, using a
strategy similar to that used for writing covered
options in securities. The Funds' hedging may include
purchases of futures as an offset against the effect of
expected increases in currency exchange rates and
securities prices and sales of futures as an offset
against the effect of expected declines in currency
exchange rates and securities prices.
<PAGE>
To the extent required by regulatory authorities,
the Funds may enter into futures contracts that are
traded on national futures exchanges and are
standardized as to maturity date and underlying
financial instrument. Futures exchanges and trading
are regulated under the CEA by the CFTC. Although
techniques other than sales and purchases of futures
contracts could be used to reduce a Fund's exposure to
market, currency, or interest rate fluctuations, a Fund
may be able to hedge its exposure more effectively and
perhaps at a lower cost through using futures
contracts.
An interest rate futures contract provides for the
future sale by one party and purchase by another party
of a specified amount of a specific financial
instrument (e.g., debt security) or currency for a
specified price at a designated date, time, and place.
An index futures contract is an agreement pursuant to
which the parties agree to take or make delivery of an
amount of cash equal to the difference between the
value of the index at the close of the last trading day
of the contract and the price at which the index
futures contract was originally written. Transaction
costs are incurred when a futures contract is bought or
sold and margin deposits must be maintained. A futures
contract may be satisfied by delivery or purchase, as
the case may be, of the instrument or the currency or
by payment of the change in the cash value of the
index. More commonly, futures contracts are closed out
prior to delivery by entering into an offsetting
transaction in a matching futures contract. Although
the value of an index might be a function of the value
of certain specified securities, no physical delivery
of those securities is made. If the offsetting
purchase price is less than the original sale price, a
Fund realizes a gain; if it is more, a Fund realizes a
loss. Conversely, if the offsetting sale price is more
than the original purchase price, a Fund realizes a
gain; if it is less, a Fund realizes a loss. The
transaction costs must also be included in these
calculations. There can be no assurance, however, that
a Fund will be able to enter into an offsetting
transaction with respect to a particular futures
contract at a particular time. If a Fund is not able
to enter into an offsetting transaction, the Fund will
continue to be required to maintain the margin deposits
on the futures contract.
No price is paid by a Fund upon entering into a
futures contract. Instead, at the inception of a
futures contract, a Fund is required to deposit in a
segregated account with its custodian, in the name of
the futures broker through whom the transaction was
effected, "initial margin," consisting of cash, U.S.
government securities or other liquid, high-grade debt
obligations, in an amount generally equal to 10% or
less of the contract value. Margin must also be
deposited when writing a call or put option on a
futures contract, in accordance with applicable
exchange rules. Unlike margin in securities
transaction, initial margin on futures contracts does
not represent a borrowing, but rather is in the nature
of a performance bond or good-faith deposit that is
returned to a Fund at the termination of the
transaction if all contractual obligations have been
satisfied. Under certain circumstances, such as
periods of high volatility, a Fund may be required by
an exchange to increase the level of its initial margin
payment, and initial margin requirements might be
increased generally in the future by regulatory action.
Subsequent "variation margin" payments are made to
and from the futures broker daily as the value of the
futures position varies, a process known as "marking to
market." Variation margin does not involve borrowing,
but rather represents a daily settlement of a Fund's
obligations to or from a futures broker. When a Fund
purchases an option on a future, the premium paid plus
transaction costs is all that is at risk. In contrast,
when a Fund purchases or sells a futures contract or
writes a call or put option thereon, it is subject to
daily variation margin calls that could be substantial
in the event of adverse price movements. If a Fund has
insufficient cash to meet daily variation margin
requirements, it might need to sell securities at a
time when such sales are disadvantageous. Purchasers
and sellers of futures positions and options on futures
can enter into offsetting closing transactions by
selling or purchasing, respectively, an instrument
identical to the instrument held or written. Positions
in futures and options on futures may be closed only on
an exchange or board of trade that provides a secondary
market. The Funds intend to enter into futures
transactions only on exchanges or boards of trade where
there appears to be a liquid secondary market.
However, there can be no assurance that such a market
will exist for a particular contract at a particular
time.
Under certain circumstances, futures exchanges may
establish daily limits on the amount that the price of
a future or option on a futures contract can vary from
the previous day's settlement price; once that limit is
reached, no trades may be made that day at a price
beyond the limit. Daily price limits do not limit
potential losses because prices could move to the daily
limit for several consecutive days with little or no
trading, thereby preventing liquidation of unfavorable
positions.
<PAGE>
If a Fund were unable to liquidate a futures or
option on a futures contract position due to the
absence of a liquid secondary market or the imposition
of price limits, it could incur substantial losses.
The Fund would continue to be subject to market risk
with respect to the position. In addition, except in
the case of purchased options, the Fund would continue
to be required to make daily variation margin payments
and might be required to maintain the position being
hedged by the future or option or to maintain certain
liquid securities in a segregated account.
Certain characteristics of the futures market
might increase the risk that movements in the prices of
futures contracts or options on futures contracts might
not correlate perfectly with movements in the prices of
the investments being hedged. For example, all
participants in the futures and options on futures
contracts markets are subject to daily variation margin
calls and might be compelled to liquidate futures or
options on futures contracts positions whose prices are
moving unfavorably to avoid being subject to further
calls. These liquidations could increase the price
volatility of the instruments and distort the normal
price relationship between the futures or options and
the investments being hedged. Also, because initial
margin deposit requirements in the futures markets are
less onerous than margin requirements in the securities
markets, there might be increased participation by
speculators in the future markets. This participation
also might cause temporary price distortions. In
addition, activities of large traders in both the
futures and securities markets involving arbitrage,
"program trading," and other investment strategies
might result in temporary price distortions.
Foreign Currencies. The Funds may purchase and
sell foreign currency on a spot basis, and may use
currency-related derivatives instruments such as
options on foreign currencies, futures on foreign
currencies, options on futures on foreign currencies
and forward currency contracts (i.e., an obligation to
purchase or sell a specific currency at a specified
future date, which may be any fixed number of days from
the contract date agreed upon by the parties, at a
price set at the time the contract is entered into).
The Funds may use these instruments for hedging or any
other lawful purpose consistent with their respective
investment objectives, including transaction hedging,
anticipatory hedging, cross hedging, proxy hedging, and
position hedging. The Funds' use of currency-related
derivative instruments will be directly related to a
Fund's current or anticipated portfolio securities, and
the Funds may engage in transactions in currency-
related derivative instruments as a means to protect
against some or all of the effects of adverse changes
in foreign currency exchange rates on their portfolio
investments. In general, if the currency in which a
portfolio investment is denominated appreciates against
the U.S. dollar, the dollar value of the security will
increase. Conversely, a decline in the exchange rate
of the currency would adversely effect the value of the
portfolio investment expressed in U.S. dollars.
For example, a Fund might use currency-related
derivative instruments to "lock in" a U.S. dollar price
for a portfolio investment, thereby enabling the Fund
to protect itself against a possible loss resulting
from an adverse change in the relationship between the
U.S. dollar and the subject foreign currency during the
period between the date the security is purchased or
sold and the date on which payment is made or received.
A Fund also might use currency-related derivative
instruments when the Adviser believes that one currency
may experience a substantial movement against another
currency, including the U.S. dollar, and it may use
currency-related derivative instruments to sell or buy
the amount of the former foreign currency,
approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign
currency. Alternatively, where appropriate, a Fund may
use currency-related derivative instruments to hedge
all or part of its foreign currency exposure through
the use of a basket of currencies or a proxy currency
where such currency or currencies act as an effective
proxy for other currencies. The use of this basket
hedging technique may be more efficient and economical
than using separate currency-related derivative
instruments for each currency exposure held by the
Fund. Furthermore, currency-related derivative
instruments may be used for short hedges -- for
example, a Fund may sell a forward currency contract to
lock in the U.S. dollar equivalent of the proceeds from
the anticipated sale of a security denominated in a
foreign currency.
In addition, a Fund may use a currency-related
derivative instrument to shift exposure to foreign
currency fluctuations from one foreign country to
another foreign country where the Adviser believes that
the foreign currency exposure purchased will appreciate
relative to the U.S. dollar and thus better protect the
Fund against the expected decline in the foreign
currency exposure sold. For example, if a Fund owns
securities denominated in a foreign currency and the
Adviser believes that currency will decline, it might
enter into a forward contract to sell an appropriate
amount of the first foreign currency, with payment to
be made in a second foreign currency that the Adviser
believes would better protect the Fund against the
decline in the first security than would a U.S. dollar
exposure. Hedging
<PAGE>
transactions that use two foreign
currencies are sometimes referred to as "cross hedges."
The effective use of currency-related derivative
instruments by a Fund in a cross hedge is dependent
upon a correlation between price movements of the two
currency instruments and the underlying security
involved, and the use of two currencies magnifies the
risk that movements in the price of one instrument may
not correlate or may correlate unfavorably with the
foreign currency being hedged. Such a lack of
correlation might occur due to factors unrelated to the
value of the currency instruments used or investments
being hedged, such as speculative or other pressures on
the markets in which these instruments are traded.
A Fund also might seek to hedge against changes in
the value of a particular currency when no hedging
instruments on that currency are available or such
hedging instruments are more expensive than certain
other hedging instruments. In such cases, the Fund may
hedge against price movements in that currency by
entering into transactions using currency-related
derivative instruments on another foreign currency or a
basket of currencies, the values of which the Adviser
believes will have a high degree of positive
correlation to the value of the currency being hedged.
The risk that movements in the price of the hedging
instrument will not correlate perfectly with movements
in the price of the currency being hedged is magnified
when this strategy is used.
The use of currency-related derivative instruments
by a Fund involves a number of risks. The value of
currency-related derivative instruments depends on the
value of the underlying currency relative to the U.S.
dollar. Because foreign currency transactions
occurring in the interbank market might involve
substantially larger amounts than those involved in the
use of such derivative instruments, a Fund could be
disadvantaged by having to deal in the odd lot market
(generally consisting of transactions of less than $1
million) for the underlying foreign currencies at
prices that are less favorable than for round lots
(generally consisting of transactions of greater than
$1 million).
There is no systematic reporting of last sale
information for currencies or any regulatory
requirement that quotations available through dealers
or other market sources be firm or revised on a timely
basis. Quotation information generally is
representative of very large transactions in the
interbank market and thus might not reflect odd-lot
transactions where rates might be less favorable. The
interbank market in foreign currencies is a global,
round-the-clock market. To the extent the U.S. options
or futures markets are closed while the markets for the
underlying currencies remain open, significant price
and rate movements might take place in the underlying
markets that cannot be reflected in the markets for the
derivative instruments until they re-open.
Settlement of transactions in currency-related
derivative instruments might be required to take place
within the country issuing the underlying currency.
Thus, a Fund might be required to accept or make
delivery of the underlying foreign currency in
accordance with any U.S. or foreign regulations
regarding the maintenance of foreign banking
arrangements by U.S. residents and might be required to
pay any fees, taxes and charges associated with such
delivery assessed in the issuing country.
When a Fund engages in a transaction in a currency-
related derivative instrument, it relies on the
counterparty to make or take delivery of the underlying
currency at the maturity of the contract or otherwise
complete the contract. In other words, the Fund will
be subject to the risk that it may sustain a loss as a
result of the failure of the counterparty to comply
with the terms of the transaction. The counterparty
risk for exchange-traded instruments is generally less
than for privately-negotiated or OTC currency
instruments, since generally a clearing agency, which
is the issuer or counterparty to each instrument,
provides a guarantee of performance. For privately-
negotiated instruments, there is no similar clearing
agency guarantee. In all transactions, the Fund will
bear the risk that the counterparty will default, and
this could result in a loss of the expected benefit of
the transaction and possibly other losses to the Fund.
The Funds will enter into transactions in currency-
related derivative instruments only with counterparties
that the Adviser reasonably believes are capable of
performing under the contract.
Purchasers and sellers of currency-related
derivative instruments may enter into offsetting
closing transactions by selling or purchasing,
respectively, an instrument identical to the instrument
purchased or sold. Secondary markets generally do not
exist for forward currency contracts, with the result
that closing transactions generally can be made for
forward currency contracts only by negotiating directly
with the counterparty. Thus, there can be no assurance
that a Fund will, in fact, be able to close out a
forward currency contract (or any other currency-
related derivative instrument) at a time and price
favorable to the Fund. In addition, in the event of
insolvency of the counterparty, a Fund might be unable
to close out a forward currency contract at any time
prior to maturity. In the case of an exchange-traded
<PAGE>
instrument, a Fund will be able to close the position
out only on an exchange which provides a market for the
instruments. The ability to establish and close out
positions on an exchange is subject to the maintenance
of a liquid market, and there can be no assurance that
a liquid market will exist for any instrument at any
specific time. In the case of a privately-negotiated
instrument, a Fund will be able to realize the value of
the instrument only by entering into a closing
transaction with the issuer or finding a third party
buyer for the instrument. While the Funds will enter
into privately-negotiated transactions only with
entities who are expected to be capable of entering
into a closing transaction, there can be no assurance
that the Funds will, in fact, be able to enter into
such closing transactions.
The precise matching of currency-related
derivative instrument amounts and the value of the
portfolio securities involved generally will not be
possible because the value of such securities, measured
in the foreign currency, will change after the currency-
related derivative instrument position has been
established. Thus, a Fund might need to purchase or
sell foreign currencies in the spot (cash) market. The
projection of short-term currency market movements is
extremely difficult, and the successful execution of a
short-term hedging strategy is highly uncertain.
Permissible foreign currency options will include
options traded primarily in the OTC market. Although
options on foreign currencies are traded primarily in
the OTC market, the Funds will normally purchase or
sell OTC options on foreign currency only when the
Adviser reasonably believes a liquid secondary market
will exist for a particular option at any specific
time.
There will be a cost to the Funds of engaging in
transactions in currency-related derivative instruments
that will vary with factors such as the contract or
currency involved, the length of the contract period
and the market conditions then prevailing. A Fund
using these instruments may have to pay a fee or
commission or, in cases where the instruments are
entered into on a principal basis, foreign exchange
dealers or other counterparties will realize a profit
based on the difference ("spread") between the prices
at which they are buying and selling various
currencies. Thus, for example, a dealer may offer to
sell a foreign currency to a Fund at one rate, while
offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.
When required by the SEC guidelines, the Funds
will set aside permissible liquid assets in segregated
accounts or otherwise cover their respective potential
obligations under currency-related derivatives
instruments. To the extent a Fund's assets are so set
aside, they cannot be sold while the corresponding
currency position is open, unless they are replaced
with similar assets. As a result, if a large portion
of a Fund's assets are so set aside, this could impede
portfolio management or the Fund's ability to meet
redemption requests or other current obligations.
The Adviser's decision to engage in a transaction
in a particular currency-related derivative instrument
will reflect the Adviser's judgment that the
transaction will provide value to the Fund and its
shareholders and is consistent with the Fund's
objectives and policies. In making such a judgment,
the Adviser will analyze the benefits and risks of the
transaction and weigh them in the context of the Fund's
entire portfolio and objectives. The effectiveness of
any transaction in a currency-related derivative
instrument is dependent on a variety of factors,
including the Adviser's skill in analyzing and
predicting currency values and upon a correlation
between price movements of the currency instrument and
the underlying security. There might be imperfect
correlation, or even no correlation, between price
movements of an instrument and price movements of
investments being hedged. Such a lack of correlation
might occur due to factors unrelated to the value of
the investments being hedged, such as speculative or
other pressures on the markets in which these
instruments are traded. In addition, a Fund's use of
currency-related derivative instruments is always
subject to the risk that the currency in question could
be devalued by the foreign government. In such a case,
any long currency positions would decline in value and
could adversely affect any hedging position maintained
by the Fund.
The Funds' dealing in currency-related derivative
instruments will generally be limited to the
transactions described above. However, the Funds
reserve the right to use currency-related derivatives
instruments for different purposes and under different
circumstances. Of course, the Funds are not required
to use currency-related derivatives instruments and
will not do so unless deemed appropriate by the
Adviser. It should also be realized that use of these
instruments does not eliminate, or protect against,
price movements in the Funds' securities that are
attributable to other (i.e., non-currency related)
causes. Moreover, while the use of currency-related
derivatives instruments may reduce the risk of loss due
to a decline in the value of a hedged currency, at the
same time the use of these instruments tends to limit
any potential gain which may result from an increase in
the value of that currency.
<PAGE>
Swap Agreements. The Funds may enter into
interest rate, securities index, commodity, or security
and currency exchange rate swap agreements for any
lawful purpose consistent with each Fund's investment
objective, such as for the purpose of attempting to
obtain or preserve a particular desired return or
spread at a lower cost to the Fund than if the Fund had
invested directly in an instrument that yielded that
desired return or spread. The Funds may also enter
into swaps in order to protect against an increase in
the price of, or the currency exchange rate applicable
to, securities that the particular Fund anticipates
purchasing at a later date. Swap agreements are two-
party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to
several years. In a standard "swap" transaction, two
parties agree to exchange the returns (or differentials
in rates of return) earned or realized on particular
predetermined investments or instruments. The gross
returns to be exchanged or "swapped" between the
parties are calculated with respect to a "notional
amount," i.e., the return on or increase in value of a
particular dollar amount invested at a particular
interest rate, in a particular foreign currency, or in
a "basket" of securities representing a particular
index. Swap agreements may include interest rate caps,
under which, in return for a premium, one party agrees
to make payments to the other to the extent that
interest rates exceed a specified rate, or "cap;"
interest rate floors, under which, in return for a
premium, one party agrees to make payments to the other
to the extent that interest rates fall below a
specified level, or "floor;" and interest rate collars,
under which a party sells a cap and purchases a floor,
or vice versa, in an attempt to protect itself against
interest rate movements exceeding given minimum or
maximum levels.
The "notional amount" of the swap agreement is the
agreed upon basis for calculating the obligations that
the parties to a swap agreement have agreed to
exchange. Under most swap agreements entered into by a
Fund, the obligations of the parties would be exchanged
on a "net basis." Consequently, a Fund's obligation
(or rights) under a swap agreement will generally be
equal only to the net amount to be paid or received
under the agreement based on the relative values of the
positions held by each party to the agreement (the "net
amount"). A Fund's obligation under a swap agreement
will be accrued daily (offset against amounts owed to
the Fund) and any accrued but unpaid net amounts owed
to a swap counterparty will be covered by the
maintenance of a segregated account generally
consisting of liquid assets.
Whether a Fund's use of swap agreements will be
successful in furthering its investment objective will
depend, in part, on the Adviser's ability to predict
correctly whether certain types of investments are
likely to produce greater returns than other
investments. Swap agreements may be considered to be
illiquid. Moreover, a Fund bears the risk of loss of
the amount expected to be received under a swap
agreement in the event of the default or bankruptcy of
a swap agreement counterparty. Certain restrictions
imposed on the Funds by the Internal Revenue Code may
limit the Funds' ability to use swap agreements. The
swaps market is largely unregulated.
The Funds will enter swap agreements only with
counterparties that the Adviser reasonably believes are
capable of performing under the swap agreements. If
there is a default by the other party to such a
transaction, a Fund will have to rely on its
contractual remedies (which may be limited by
bankruptcy, insolvency or similar laws) pursuant to the
agreements related to the transaction.
Additional Derivative Instruments and Strategies.
In addition to the derivative instruments and
strategies described above, the Adviser expects to
discover additional derivative instruments and other
hedging or risk management techniques. The Adviser may
utilize these new derivative instruments and techniques
to the extent that they are consistent with a Fund's
investment objective and permitted by the Fund's
investment limitations, operating policies, and
applicable regulatory authorities.
Depositary Receipts
Each Fund may invest up to 15% of its net assets
in foreign securities by purchasing depositary
receipts, including American Depositary Receipts
("ADRs") and European Depositary Receipts ("EDRs") or
other securities convertible into securities or issuers
based in foreign countries. These securities may not
necessarily be denominated in the same currency as the
securities into which they may be converted.
Generally, ADRs, in registered form, are denominated in
U.S. dollars and are designed for use in the U.S.
securities markets, while EDRs, in bearer form, may be
denominated in other currencies and are designed for
use in European securities markets. ADRs are receipts
typically issued by a U.S. Bank or trust company
evidencing ownership of the underlying securities.
EDRs are European receipts evidencing a similar
arrangement. For purposes of a Fund's investment
policies, ADRs and EDRs
<PAGE>
are deemed to have the same classification as the
underlying securities they represent. Thus, an ADR
or EDR representing ownership of common stock will be
treated as common stock.
ADR facilities may be established as either
"unsponsored" or "sponsored." While ADRs issued under
these two types of facilities are in some respects
similar, there are distinctions between them relating
to the rights and obligations of ADR holders and the
practices of market participants. For example, a non-
sponsored depositary may not provide the same
shareholder information that a sponsored depositary is
required to provide under its contractual arrangements
with the issuer, including reliable financial
statements. Under the terms of most sponsored
arrangements, depositories agree to distribute notices
of shareholder meetings and voting instructions, and to
provide shareholder communications and other
information to the ADR holders at the request of the
issuer of the deposited securities.
Investments in securities of foreign issuers
involve risks which are in addition to the usual risks
inherent in domestic investments. In many countries
there is less publicly available information about
issuers than is available in the reports and ratings
published about companies in the United States.
Additionally, foreign countries are not subject to
uniform accounting, auditing and financial reporting
standards. Other risks inherent in foreign investments
include expropriation; confiscatory taxation;
withholding taxes on dividends or interest; less
extensive regulation of foreign brokers, securities
markets, and issuers; costs incurred in conversions
between currencies; possible delays in settlement in
foreign securities markets; limitations on the use or
transfer of assets (including suspension of the ability
to transfer currency from a given country); the
difficulty of enforcing obligations in other countries;
diplomatic developments; and political or social
instability. Foreign economies may differ favorably or
unfavorably from the U.S. economy in various respects
and many foreign securities are less liquid and their
prices are more volatile than comparable U.S.
securities. From time to time foreign securities may
be difficult to liquidate rapidly without adverse price
effects. Certain costs attributable to foreign
investing, such as custody charges and brokerage costs,
may be higher than those attributable to domestic
investment. The value of a Fund's assets denominated
in foreign currencies will increase or decrease in
response to fluctuations in the value of those foreign
currencies relative to the U.S. dollar. Currency
exchange rates can be volatile at times in response to
supply and demand in the currency exchange markets,
international balances of payments, governmental
intervention, speculation and other political and
economic conditions.
Foreign Investment Companies
The Funds may invest, to a limited extent, in
foreign investment companies. Some of the countries in
which the Funds invest may not permit direct investment
by outside investors. Investments in such countries
may only be permitted through foreign government-
approved or -authorized investment vehicles, which may
include other investment companies. In addition, it
may be less expensive and more expedient for a Fund to
invest in a foreign investment company in a country
which permits direct foreign investment. Investing
through such vehicles may involve frequent or layered
fees or expenses and may also be subject to limitation
under the 1940 Act. Under the 1940 Act, a Fund may
invest up to 10% of its total assets in shares of other
investment companies and up to 5% of its total assets
in any one investment company as long as the investment
does not represent more than 3% of the voting stock of
the acquired investment company. The Funds do not
intend to invest in such investment companies unless,
in the judgment of the Adviser, the potential benefits
of such investments justify the payment of any
associated fees and expenses.
High-Yield (High-Risk) Securities
In General. The Badgley Balanced Fund will invest
in fixed income securities rated at the time of
purchase as at lease investment grade by at least one
nationally recognized statistical rating organization
("NRSROs"), such as S&P or Moody's. If a security's
rating falls below the ratings criteria set forth in
the Prospectus, the Adviser will determine what action,
if any, should be taken to ensure compliance with the
Badgley Balanced Fund's investment objective and to
ensure that the Badgley Balanced Fund will at no time
have 5% or more of its net assets invested in non-
investment grade debt securities. Non-investment grade
debt obligations ("lower-quality securities") include
(1) bonds rated as low as C by S&P, Moody's and
comparable ratings of other NRSROs; (2) commercial
paper rated as low as C by S&P, Not Prime by Moody's
and comparable ratings of other NRSROs; and (3) unrated
debt obligations of comparable quality. Lower-quality
securities, while generally offering higher yields than
investment grade securities with similar maturities,
involve greater risks, including the possibility of
default or bankruptcy. They are regarded as
predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal. The
special risk
<PAGE>
considerations in connection with investments in these
securities are discussed below. Refer to the
Appendix for a description of the securities ratings.
Effect of Interest Rates and Economic Changes.
The lower-quality and comparable unrated security
market is relatively new and its growth has paralleled
a long economic expansion. As a result, it is not
clear how this market may withstand a prolonged
recession or economic downturn. Such conditions could
severely disrupt the market for and adversely affect
the value of such securities.
All interest-bearing securities typically
experience appreciation when interest rates decline and
depreciation when interest rates rise. The market
value of lower-quality and comparable unrated
securities tend to reflect individual corporate
developments to a greater extent than do higher rated
securities. As a result, they generally involve more
credit risks than securities in the higher-rated
categories. During an economic downturn or a sustained
period of rising interest rates, highly leveraged
issuers of lower-quality and comparable unrated
securities may experience financial stress and may not
have sufficient revenues to meet their payment
obligations. The issuer's ability to service its debt
obligations may also be adversely affected by specific
corporate developments, the issuer's inability to meet
specific projected business forecasts or the
unavailability of additional financing. The risk of
loss due to default by an issuer of these securities is
significantly greater than issuers of higher-rated
securities because such securities are generally
unsecured and are often subordinated to other
creditors. Further, if the issuer of a lower-quality
or comparable unrated security defaulted, the Badgley
Balanced Fund might incur additional expenses to seek
recovery. Periods of economic uncertainty and changes
would also generally result in increased volatility in
the market prices of these securities and thus in the
Badgley Balanced Fund's net asset value.
As previously stated, the value of a lower-quality
or comparable unrated security will decrease in a
rising interest rate market and accordingly, so will
the Badgley Balanced Fund's net asset value. If the
Badgley Balanced Fund experiences unexpected net
redemptions in such a market, it may be forced to
liquidate a portion of its portfolio securities without
regard to their investment merits. Due to the limited
liquidity of lower-quality and comparable unrated
securities (discussed below), the Badgley Balanced Fund
may be forced to liquidate these securities as a
substantial discount. Any such liquidation would force
the Badgley Balanced Fund to sell the more liquid
portion of its portfolio.
Payment Expectations. Lower-quality and
comparable unrated securities typically contain
redemption, call or prepayment provisions which permit
the issuer of such securities containing such
provisions to, at its discretion, redeem the
securities. During periods of falling interest rates,
issuers of these securities are likely to redeem or
prepay the securities and refinance them with debt
securities with a lower interest rate. To the extent
an issuer is able to refinance the securities, or
otherwise redeem them, the Badgley Balanced Fund may
have to replace the securities with a lower yielding
security, which would result in a lower return for the
Badgley Balanced Fund.
Credit Ratings. Credit ratings issued by credit
rating agencies are designed to evaluate the safety of
principal and interest payments of rated securities.
They do not, however, evaluate the market value risk of
lower-quality securities and, therefore, may not fully
reflect the true risks of an investment. In addition,
credit rating agencies may or may not make timely
changes in a rating to reflect changes in the economy
or in the condition of the issuer that affect the
market value of the security. Consequently, credit
ratings are used only as a preliminary indicator of
investment quality. Investments in lower-quality and
comparable unrated obligations will be more dependent
on the Adviser's credit analysis than would be the case
with investments in investment-grade debt obligations.
The Adviser employs its own credit research and
analysis, which includes a study of existing debt,
capital structure, ability to service debt and to pay
dividends, the issuer's sensitivity to economic
conditions, its operating history and the current trend
of earnings. The Adviser continually monitors the
investments in the Badgley Balanced Fund's portfolio
and carefully evaluates whether to dispose of or to
retain lower-quality and comparable unrated securities
whose credit ratings or credit quality may have
changed.
Liquidity and Valuation. The Badgley Balanced
Fund may have difficulty disposing of certain lower-
quality and comparable unrated securities because there
may be a thin trading market for such securities.
Because not all dealers maintain markets in all lower-
quality and comparable unrated securities, there is no
established retail secondary market for many of these
securities. The Badgley Balanced Fund anticipates that
such securities could be sold only to a limited number
of dealers or institutional investors. To the extent a
secondary trading market does exist, it is generally
<PAGE>
not as liquid as the secondary market for higher-rated
securities. The lack of a liquid secondary market may
have an adverse impact on the market price of the
security. As a result, the Badgley Balanced Fund's
asset value and ability to dispose of particular
securities, when necessary to meet the Badgley Balanced
Fund's liquidity needs or in response to a specific
economic event, may be impacted. The lack of a liquid
secondary market for certain securities may also make
it more difficult for the Badgley Balanced Fund to
obtain accurate market quotations for purposes of
valuing the Badgley Balanced Fund's portfolio. Market
quotations are generally available on many lower-
quality and comparable unrated issues only from a
limited number of dealers and may not necessarily
represent firm bids of such dealers or prices for
actual sales. During periods of thin trading, the
spread between bid and asked prices is likely to
increase significantly. In addition, adverse publicity
and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and
liquidity of lower-quality and comparable unrated
securities, especially in a thinly traded market.
Legislation. Legislation may be adopted, from
time to time, designed to limit the use of certain
lower-quality and comparable unrated securities by
certain issuers. It is anticipated that if additional
legislation is enacted or proposed, it could have a
material affect on the value of these securities and
the existence of a secondary trading market for the
securities.
Warrants
Each Fund may invest in warrants, valued at the
lower of cost or market value, if, after giving effect
thereto, not more than 5% of its net assets will be
invested in warrants other than warrants acquired in
units or attached to other securities. Warrants are
options to purchase equity securities at a specific
price for a specific period of time. They do not
represent ownership of the securities but only the
right to buy them. Investing in warrants is purely
speculative in that they have no voting rights, pay no
dividends and have no rights with respect to the assets
of the corporation issuing them. In addition, the
value of a warrant does not necessarily change with the
value of the underlying securities, and a warrant
ceases to have value if it is not exercised prior to
its expiration date.
Short Sales Against the Box
Each Fund may sell securities short against the
box to hedge unrealized gains on portfolio securities.
Selling securities short against the box involves
selling a security that a Fund owns or has the right to
acquire, for delivery at a specified date in the
future. If a Fund sells securities short against the
box, it may protect unrealized gains, but will lose the
opportunity to profit on such securities if the price
rises.
DIRECTORS AND OFFICERS
Under the laws of the State of Maryland, the Board
of Directors of the Corporation is responsible for
managing its business and affairs. The directors and
officers of the Corporation, together with information
as to their principal business occupations during the
last five years, and other information, are shown
below. Each director who is deemed an "interested
person," as defined in the 1940 Act, is indicated by an
asterisk.
*J. Kevin Callaghan, a Director and Co-Chairman of
the Corporation.
Mr. Callaghan, 42 years old, received a Bachelor
of Arts degree in economics and finance from the
University of Puget Sound in 1981. Mr. Callaghan has
been with the Adviser since 1983 and is currently a
portfolio manager with and Co-Managing Director of the
Adviser.
*Steven C. Phelps, a Director and Co-Chairman of
the Corporation.
Mr. Phelps, 39 years old, graduated magna cum
laude from Williams College in 1983 with a degree in
political economy and was awarded a Fulbright
Scholarship at the University of Frankfurt, Germany.
Mr. Phelps joined the Adviser in 1986 after working for
two years with PACCAR, Inc. as an analyst in the
treasury department of the finance subsidiary and as an
independent researcher in the field of transportation
economics. Mr. Phelps is a Chartered Financial
Analyst, a Chartered Investment Counselor, and Co-
Managing Director of the Adviser.
<PAGE>
Frank S. Bayley, a Director of the Corporation
since June 1998.
Mr. Bayley, 61 years old, earned a Bachelor of
Arts degree and a law degree from Harvard University.
Mr. Bayley has been a partner with the law firm of
Baker & McKenzie since 1986. Mr. Bayley serves as
director and co-chairman of C. D. Stimson Company, a
private investment company. In addition, Mr. Bayley
has been a Trustee of AIM Global Mutual Funds (formerly
GT Global Mutual Funds) since 1985.
Madelyn B. Smith, a Director of the Corporation
since June 1998.
Ms. Smith, 69 years old, received a Bachelor of
Arts degree from the University of Puget Sound in 1970.
Prior to retiring, Ms. Smith worked as an analyst and
portfolio manager with the Frank Russell Company from
1971 to 1997. Since 1997, Ms. Smith has served on the
Advisory Board of Marvin & Palmer Associates, a money
management firm.
Graham S. Anderson, a Director of the Corporation
since July 1999.
Mr. Anderson, 67 years old, received a Bachelor of
Arts from the University of Washington. Mr. Anderson
has served as a director of Tully's Coffee Co. since
1992. From 1987 until 1994, Mr. Anderson served as the
Chairman and Chief Executive Officer of Pettit-Morry
Co., an insurance broker, and prior thereto served as
President and Chief Executive Officer of Pettit-Morry
Co. In addition, Mr. Anderson served as a director of
Marker International, a ski equipment manufacturer,
from 1982 to 1999, director of Commerce Bank
Corporation from 1991 to 2000, director of Gray's
Harbor Paper Company from 1992 to 1998 and director of
Acordia Northwest, Inc., the successor to Pettit-Morry
Co., until 1998. Mr. Anderson was also the Chairman of
the National Association of Insurance Brokers and
Alberg Holding Co.
Scott R. Vokey, President of the Corporation.
Mr. Vokey, 45 years old, earned a B.A. from
Connecticut College in 1977 and a law degree from
University of Houston in 1984. Prior to joining the
Adviser as Manager of Private Capital Development and
General Counsel in 1999, Mr. Vokey worked as an
independent consultant for one year. From 1996 to
1998, Mr. Vokey was Associate General Counsel and
Director of Environmental Health and Safety of Westin
Hotels and Resorts/Starwood Hotels and Resorts. From
1986 to 1996, Mr. Vokey was an attorney with the law
firm of Preston, Gates & Ellis.
Lisa P. Guzman, Treasurer and Secretary of the
Corporation.
Ms. Guzman, 46 years old, graduated with honors
from the University of Washington in 1977 with a
Bachelor of Arts degree and from the University of
Puget Sound in 1983 with a Master's of Business
Administration. Prior to joining the Adviser in 1990,
Ms. Guzman worked for 12 years at PACCAR, Inc., the
last four years as cash manager of its finance
subsidiary. Ms. Guzman is Co-Managing Director of the
Adviser.
The address for Messrs. Callaghan, Phelps and
Vokey and Ms. Guzman is Badgley, Phelps and Bell, Inc.,
1420 Fifth Avenue, Suite 4400, Seattle, Washington,
98101. The address for Mr. Bayley is Baker & McKenzie,
Two Embarcadero Center, Suite 2400, San Francisco,
California 94111. The address for Ms. Smith is 9
Forest Glen Lane SW, Lakewood, Washington 98498. The
address for Mr. Anderson is P.O. Box 1017, Ketchum,
Idaho 83340.
The Board of Directors has a standing Audit
Committee. The Audit Committee is responsible for
monitoring the integrity of the Corporation's financial
reporting process and internal control systems,
monitoring the independence and performance of the
Corporation's independent accountants, monitoring the
overall performance of the Corporation's fund
accounting agent and providing an avenue of
communication among the independent accountants, the
fund accounting agent and the Board of Directors. The
members of the Audit Committee are Mr. Anderson
(Chairman), Mr. Bayley and Ms. Smith, none of whom is
deemed an "interested person," as defined in the 1940
Act.
As of August 31, 2000, officers and directors of
the Corporation beneficially owned 6.1% of the Badgley
Growth Fund's then outstanding shares and 2.1% of the
Badgley Balanced Fund's then outstanding shares.
Directors and officers of the Corporation who are also
officers, directors, employees, or shareholders of the
Adviser do not receive any compensation from any of the
Funds for serving as directors or officers.
<PAGE>
The following table provides information relating
to compensation paid to directors of the Corporation
for their services as such for the year ended May 31,
2000:
Name Cash Compensation(1) Other Compensation Total
J. Kevin Callaghan $ 0 $0 $ 0
Steven C. Phelps $ 0 $0 $ 0
Frank S. Bayley $1,000 $0 $1,000
Madelyn B. Smith $1,000 $0 $1,000
Graham S. Anderson $1,000 $0 $1,000
All directors as a $3,000 $0 $3,000
group (5 persons)
____________________
(1) Each director who is not deemed an "interested
person" as defined in the 1940 Act, received $250 for
each Board of Directors meeting attended by such person
and reasonable expenses incurred in connection
therewith. The Board held four meetings during fiscal
2000. During fiscal 2001, each director who is not an
"interested person" will receive $500 for each Board of
Directors and Audit Committee meeting attended by such
person and reasonable expenses incurred in connection therewith.
PRINCIPAL SHAREHOLDERS
As of August 31, 2000, the following persons owned
of record or are known by the Corporation to own of
record or beneficially 5% or more of the outstanding
shares of each Fund:
Name and Address Fund No. Shares Percentage
Charles Schwab & Co. Growth 264,176 25.6%
Special Custody Account for the Balanced 787,460 36.0%
Exclusive Benefit of Customers
101 Montgomery Street
San Francisco, CA 94104-4122
The Corporation is not aware of any controlling
person beneficially owning 25% or more of a Fund's
voting securities.
CODE OF ETHICS
The Corporation and the Adviser have adopted an
Amended and Restated Code of Ethics (the "Code of
Ethics") under Rule 17j-1 of the 1940 Act which governs
the personal trading activities of all "Access
Persons." Access Persons generally include all
directors and officers of the Corporation and the
Adviser, as well as certain employees and control
persons of the Corporation and the Adviser who have
access to information regarding the purchase or sale of
securities by the Corporation. The Code of Ethics is
based upon the principle that Access Persons have a
fiduciary duty to place the interests of Fund
shareholders above their own.
The Code of Ethics permits Access Persons to buy
or sell securities for their own accounts, including
securities that may be purchased or held by the Funds,
subject to certain exceptions. The Code of Ethics
requires all Access persons to complete quarterly
transaction reports, acknowledge receipt of the Code of
Ethics and certify annually that they have complied
with the Code of Ethics. All Access Persons who are
not disinterested directors of the
<PAGE>
Corporation have additional reporting requirements. The
Code of Ethics requires Access Persons (other than Access
Persons who are disinterested directors of the Corporation)
to preclear most securities transactions. The Code of
Ethics also places other limitations on the acquisition
of securities by Access Persons (other than Access
Persons who are disinterested directors of the
Corporation), including a ban on acquiring securities
in an initial public offering, restrictions on the
purchase of private placement securities and a
prohibition from profiting on short-term trading in securities.
INVESTMENT ADVISER
Badgley, Phelps and Bell, Inc. (the "Adviser") is
the investment adviser to the Funds. The Adviser is
controlled by several of its officers and directors.
The investment advisory agreement between the
Corporation and the Adviser dated as of June 23, 1998
(the "Advisory Agreement") has an initial term of two
years and thereafter is required to be approved
annually by the Board of Directors of the Corporation
or by vote of a majority of each of the Fund's
outstanding voting securities (as defined in the 1940
Act). Each annual renewal must also be approved by the
vote of a majority of the Corporation's directors who
are not parties to the Advisory Agreement or interested
persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. The
Advisory Agreement was approved by the Board of
Directors, including a majority of the disinterested
directors on June 23, 1998 and by the initial
shareholders of each Fund on June 23, 1998. The
Advisory Agreement is terminable without penalty, on 60
days' written notice by the Board of Directors of the
Corporation, by vote of a majority of each of the
Fund's outstanding voting securities or by the Adviser,
and will terminate automatically in the event of its
assignment.
Under the terms of the Advisory Agreement, the
Adviser manages the Funds' investments and business
affairs, subject to the supervision of the
Corporation's Board of Directors. At its expense, the
Adviser provides office space and all necessary office
facilities, equipment and personnel for managing the
investments of the Funds. As compensation for its
services, the Badgley Growth Fund pays the Adviser an
annual management fee of 1.00% of its average daily net
assets, and the Badgley Balanced Fund pays the Adviser
an annual management fee of 0.90% of its average daily
net assets. The advisory fee is accrued daily and paid
monthly. The organizational expenses of each Fund were
advanced by the Adviser and will be reimbursed by the
Funds over a period of not more than 60 months.
For the fiscal year ended May 31, 1999 and 2000,
the Adviser waived its management fee and reimbursed
the Funds' other expenses so that the Badgley Growth
Fund's total operating expenses (on an annual basis)
did not exceed 1.50% of its average daily net assets
and that the Badgley Balanced Fund's total operating
expenses (on an annual basis) did not exceed 1.30% of
its average daily net assets. The Adviser has
contractually agreed that until September 30, 2001, the
Adviser will continue to waive its management fee
and/or reimburse the Funds' operating expenses to the
extent necessary to ensure that (i) the total operating
expenses (on an annual basis) for the Badgley Growth
Fund do not exceed 1.50% of average daily net assets,
and (ii) the total operating expenses (on an annual
basis) for the Badgley Balanced Fund do not exceed
1.30% of the average daily net assets. After such
date, the Adviser may from time to time voluntarily
waive all or a portion of its fee and/or absorb
expenses for the Funds. Any waiver of fees or
absorption of expenses will be made on a monthly basis
and, with respect to the latter, will be paid to the
Funds by reduction of the Adviser's fee. Any such
waiver/absorption is subject to later adjustment during
the term of the Advisory Agreement to allow the Adviser
to recoup amounts waived/absorbed to the extent actual
fees and expenses for a period are less than the
expense limitation caps, provided, however, that, the
Adviser shall only be entitled to recoup such amounts
for a maximum period of three years from the date such
amount was waived or reimbursed. For the fiscal year
ended May 31, 2000, the Badgley Growth Fund and Badgley
Balanced Fund paid the Adviser $0 and $42,524,
respectively, for its investment advisory services. If
the Adviser had not agreed to waive a portion of its
management fee, the Adviser would have received an
additional $95,152 and $133,024 from the Badgley Growth
Fund and Badgley Balanced Fund, respectively, for its
investment advisory services. For the period June 25,
1998 to May 31, 1999, the Funds did not pay a
management fee to the Adviser because the Adviser
waived its entire management fee. If the Adviser had
not agreed to waive its management fee, the Adviser
would have received $31,437 and $53,223 from the
Badgley Growth Fund and Badgley Balanced Fund,
respectively, for its investment advisory services.
<PAGE>
For more information on the Adviser, see the
Adviser's website at http://www.badgley.com.
Information contained in the Adviser's website is not
deemed to be a part of the Funds' Prospectus or this
Statement of Additional Information.
FUND TRANSACTIONS AND BROKERAGE
Under the Advisory Agreement, the Adviser, in its
capacity as portfolio manager, is responsible for
decisions to buy and sell securities for the Funds and
for the placement of the Funds' securities business,
the negotiation of the commissions to be paid on such
transactions and the allocation of portfolio brokerage
business. The Adviser seeks to obtain the best
execution at the best security price available with
respect to each transaction. The best price to the
Funds means the best net price without regard to the
mix between purchase or sale price and commission, if
any. While the Adviser seeks reasonably competitive
commission rates, the Funds do not necessarily pay the
lowest available commission. Brokerage will not be
allocated based on the sale of a Fund's shares.
The Adviser has adopted procedures that provide
generally for the Adviser to seek to batch orders for
the purchase or sale of the same security for the Funds
and other advisory accounts (collectively, "accounts").
The Adviser will batch orders when it deems it to be
appropriate and in the best interest of the accounts.
When a batched order is filled in its entirety, each
participating account will participate at the average
share price for the batched order on the same business
day, and transaction costs will be shared pro rata
based on each account's participation in the batched
order. When a batched order is only partially filled,
the securities purchased will be allocated on a pro
rata basis to each account participating in the batched
order based upon the initial amount requested for the
account, subject to certain exceptions, and each
participating account will participate at the average
share price for the batched order on the same business
day. With respect to that portion of the order not
filled, the Adviser will reevaluate whether to place
another order and on what terms for the same securities
or whether an order should be placed for different
securities.
Section 28(e) of the Securities Exchange Act of
1934, as amended, ("Section 28(e)"), permits an
investment adviser, under certain circumstances, to
cause an account to pay a broker or dealer who supplies
brokerage and research services a commission for
effecting a transaction in excess of the amount of
commission another broker or dealer would have charged
for effecting the transaction. Brokerage and research
services include (a) furnishing advice as to the value
of securities, the advisability of investing,
purchasing or selling securities and the availability
of securities or purchasers or sellers of securities;
(b) furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts; and
(c) effecting securities transactions and performing
functions incidental thereto (such as clearance,
settlement, and custody).
In selecting brokers or dealers, the Adviser
considers investment and market information and other
research, such as economic, securities and performance
measurement research provided by such brokers or
dealers and the quality and reliability of brokerage
services, including execution capability, performance
and financial responsibility. Accordingly, the
commissions charged by any such broker or dealer may be
greater than the amount another firm might charge if
the Adviser determines in good faith that the amount of
such commissions is reasonable in relation to the value
of the research information and brokerage services
provided by such broker or dealer to the Funds. The
Adviser believes that the research information received
in this manner provides the Funds with benefits by
supplementing the research otherwise available to the
Funds. Such higher commissions will not be paid by the
Funds unless (a) the Adviser determines in good faith
that the amount is reasonable in relation to the
services in terms of the particular transaction or in
terms of the Adviser's overall responsibilities with
respect to the accounts, including the Funds, as to
which it exercises investment discretion; (b) such
payment is made in compliance with the provisions of
Section 28(e) and other applicable state and federal
laws; and (c) in the opinion of the Adviser, the total
commissions paid by the Funds will be reasonable in
relation to the benefits to the Funds over the long
term.
The aggregate amount of brokerage commissions paid
by the Badgley Growth Fund and the Badgley Balanced
Fund for the year ended May 31, 2000 were $8,416 and
$8,754, respectively. The aggregate amount of
brokerage commissions paid by the Badgley Growth Fund
and the Badgley Balanced Fund for the period June 25,
1998 to May 31, 1999 were $8,180 and $10,395,
respectively. For the year ended May 31, 2000, the
Funds did not pay brokerage commissions with respect to
transactions for which research services were provided.
During the year ended May 31, 2000, the Funds did not
acquire any stock of their regular brokers or dealers.
<PAGE>
The Adviser places portfolio transactions for
other advisory accounts managed by the Adviser.
Research services furnished by firms through which the
Funds effect their securities transactions may be used
by the Adviser in servicing all of its accounts; not
all of such services may be used by the Adviser in
connection with the Funds. The Adviser believes it is
not possible to measure separately the benefits from
research services to each of the accounts (including
the Funds) managed by it. Because the volume and
nature of the trading activities of the accounts are
not uniform, the amount of commissions in excess of
those charged by another broker paid by each account
for brokerage and research services will vary.
However, the Adviser believes such costs to the Funds
will not be disproportionate to the benefits received
by the Funds on a continuing basis. The Adviser seeks
to allocate portfolio transactions equitably whenever
concurrent decisions are made to purchase or sell
securities by the Funds and another advisory account.
In some cases, this procedure could have an adverse
effect on the price or the amount of securities
available to the Funds. In making such allocations
between a Fund and other advisory accounts, the main
factors considered by the Adviser are the respective
investment objectives, the relative size of portfolio
holdings of the same or comparable securities, the
availability of cash for investment and the size of
investment commitments generally held.
CUSTODIAN
As custodian of the Funds' assets, Firstar Bank,
N.A. ("Firstar Bank"), 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, has custody of all
securities and cash of each Fund, delivers and receives
payment for portfolio securities sold, receives and
pays for portfolio securities purchased, collects
income from investments and performs other duties, all
as directed by the officers of the Corporation.
TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
Firstar Mutual Fund Services, LLC ("Firstar"),
Third Floor, 615 East Michigan Street, Milwaukee,
Wisconsin 53202, acts as transfer agent and dividend-
disbursing agent for the Funds. Firstar is compensated
based on an annual fee per open account of $14 (subject
to a minimum annual fee of $16,250 per Fund) plus out-
of-pocket expenses, such as postage and printing
expenses in connection with shareholder communications.
Firstar also receives an annual fee per closed account
of $14.
From time to time, the Corporation, on behalf of
the Funds, directly or indirectly through arrangements
with the Adviser, the Distributor (as defined below) or
Firstar, may pay amounts to third parties that provide
transfer agent type services and other administrative
services relating to the Funds to persons who
beneficially have interests in a Fund, such as
participants in 401(k) plans. These services may
include, among other things, sub-accounting services,
transfer agent type activities, answering inquiries
relating to the Funds, transmitting proxy statements,
annual reports, updated prospectuses, other
communications regarding the Funds and related services
as Funds or beneficial owners may reasonably request.
In such cases, the Funds will not pay fees based on the
number of beneficial owners at a rate that is greater
than the rate the Funds are currently paying Firstar
for providing these services to the Funds' shareholders
(i.e., $14 per account plus expenses).
ADMINISTRATOR
Pursuant to a Fund Administration Servicing
Agreement and a Fund Accounting Servicing Agreement,
Firstar also performs accounting and certain compliance
and tax reporting functions for the Corporation. For
these services, Firstar receives from the Corporation
out-of-pocket expenses plus the following aggregate
annual fees, computed daily and payable monthly, based
on each Fund's aggregate average net assets:
<PAGE>
Administrative Services Fees
First $200 million of average net assets .06 of 1%*
Next $500 million of average net assets .05 of 1%
Average net assets in excess of $700 million .03 of 1%
_____________________________
* Subject to a minimum fee of $30,000 per Fund.
Accounting Services Fees
Badgley Badgley
Growth Fund Balanced Fund
First $40 million of average net assets $22,000 $23,500
Next $200 million of average net assets .01 of 1% .015 of 1%
Average net assets in excess of $240 million .005 of 1% .01 of 1%
For the year ended May 31, 2000, Firstar received
$29,987 and $30,012 from the Badgley Growth Fund and
the Badgley Balanced Fund, respectively, under the Fund
Administration Servicing Agreement, and $23,938 and
$29,024 from the Badgley Growth Fund and the Badgley
Balanced Fund, respectively, under the Fund Accounting
Servicing Agreement. For the period June 25, 1998 to
May 31, 1999, Firstar received $27,501 and $27,501 from
the Badgley Growth Fund and the Badgley Balanced Fund,
respectively, under the Fund Administration Servicing
Agreement, and $21,996 and $23,382 from the Badgley
Growth Fund and the Badgley Balanced Fund,
respectively, under the Fund Accounting Servicing
Agreement.
DISTRIBUTOR AND PLAN OF DISTRIBUTION
Distributor
Under a distribution agreement dated June 23, 1998
(the "Distribution Agreement"), Rafferty Capital
Markets, Inc. (the "Distributor"), 1311 Mamaroneck
Avenue, White Plains, New York 10605, acts as principal
distributor of the Funds' shares. The Distribution
Agreement provides that the Distributor will use its
best efforts to distribute the Funds' shares, which
shares are offered for sale by the Funds continuously
at net asset value per share without the imposition of
a sales charge. Pursuant to the terms of the
Distribution Agreement, the Distributor receives from
the Corporation out-of-pocket expenses plus an annual
fee equal to the greater of (i) $18,000 or (ii) .01% of
each Fund's net assets, computed daily and payable
monthly. All or a portion of the distribution and
shareholder servicing fee may be used by the
Distributor to pay such expenses under the distribution
and shareholder servicing plan discussed below.
Distribution and Shareholder Servicing Plan
The Corporation, on behalf of the Funds, has
adopted a plan pursuant to Rule 12b-1 under the 1940
Act (the "12b-1 Plan"), which requires it to pay the
Distributor, in its capacity as the principal
distributor of Fund shares, a distribution and
shareholder servicing fee of 0.25% per annum of each
Fund's average daily net assets. Under the terms of
the 12b-1 Plan, the Distributor is authorized to, in
turn, pay all or a portion of this fee to any
securities dealer, financial institution or any other
person (the "Recipient") who renders assistance in
distributing or promoting the sale of Fund shares, or
who provides certain shareholder services to Fund
shareholders, pursuant to a written agreement (the
"Related Agreement"). Payments under the 12b-1 Plan
are based upon a percentage of average daily net assets
attributable to each Fund regardless of the amounts
actually paid or expenses actually incurred by the
Distributor, however, in no event, may such payments
exceed the maximum allowable fee. It is, therefore,
possible that the Distributor may realize a profit in a
particular year as a result of these payments. The 12b-
1 Plan has the effect of increasing the Fund's expenses
from what they would otherwise be. The Board of
Directors reviews each Fund's distribution and
shareholder servicing fee payments in connection with
their determination as to the continuance of the 12b-1
Plan.
<PAGE>
From time to time, the Distributor or Recipients
may engage in activities which jointly promote the sale
of shares of both Funds, the cost of which may not be
readily identifiable or related to any one Fund.
Generally, the distribution expenses attributable to
such joint distribution activities will be allocated
among the Funds on the basis of their respective net
assets, although the Board of Directors may allocate
such expenses in any other manner it deems fair and
equitable.
The 12b-1 Plan, including a form of the Related
Agreement, has been unanimously approved by a majority
of the Board of Directors of the Corporation, and of
the members of the Board who are not "interested
persons" of the Corporation as defined in the 1940 Act
and who have no direct or indirect financial interest
in the operation of the 12b-1 Plan or any related
agreements (the "Disinterested Directors") voting
separately. The 12b-1 Plan, and any Related Agreement
which is entered into, will continue in effect from
year to year only so long as its continuance is
specifically approved at least annually by a vote of a
majority of the Corporation's Board of Directors and of
the Disinterested Directors, cast in person at a
meeting called for the purpose of voting on the 12b-1
Plan or the Related Agreement, as applicable. In
addition, the 12b-1 Plan and any Related Agreement may
be terminated with respect to either or both Funds at
any time, without penalty, by vote of a majority of the
outstanding voting securities of the applicable Fund,
or by vote of a majority of Disinterested Directors (on
not more than 60 days' written notice in the case of
the Related Agreement only). Payment of the
distribution and shareholder servicing fee is to be
made monthly. The Distributor will provide reports to
the Board of Directors of the Corporation of all
recipients of payments made (and the purposes for which
amounts were paid) pursuant to the 12b-1 Plan.
Interests of Certain Persons
With the exception of the Adviser, in its capacity
as the Funds' investment adviser, and the Distributor,
in its capacity as principal underwriter of Fund
shares, no "interested person" of the Funds, as defined
in the 1940 Act, and no director of the Corporation who
is not an "interested person" has or had a direct or
indirect financial interest in the 12b-1 Plan or any
Related Agreement.
Anticipated Benefits to the Funds
The Board of Directors considered various factors
in connection with its decision to approve the
continuance of the 12b-1 Plan, including: (a) the
nature and causes of the circumstances which make
continuation of the 12b-1 Plan necessary and
appropriate; (b) the way in which the 12b-1 Plan would
address those circumstances, including the nature and
potential amount of expenditures; (c) the nature of the
anticipated benefits; (d) the merits of possible
alternative plans or pricing structures; (e) the
relationship of the 12b-1 Plan to other distribution
efforts of the Funds; and (f) the possible benefits of
the 12b-1 Plan to any other person relative to those of
the Funds.
Based upon its review of the foregoing factors and
the material presented to it, and in light of its
fiduciary duties under relevant state law and the 1940
Act, the Board of Directors determined, in the exercise
of its business judgment, that the 12b-1 Plan was
reasonably likely to benefit the Funds and their
respective shareholders in at least one or several
potential ways. Specifically, the Board concluded that
the Distributor and any Recipients operating under
Related Agreements would have little or no incentive to
incur promotional expenses on behalf of a Fund if a
12b-1 Plan were not in place to reimburse them, thus
making the adoption of such 12b-1 Plan important to the
initial success and thereafter, continued viability of
the Funds. In addition, the Board determined that the
payment of distribution fees to these persons should
motivate them to provide an enhanced level of service
to Fund shareholders, which would, of course, benefit
such shareholders. Finally, the continuation of the
12b-1 Plan would help to increase net assets under
management in a relatively short amount of time, given
the marketing efforts on the part of the Distributor
and Recipients to sell Fund shares, which should result
in certain economies of scale.
While there is no assurance that the expenditure
of Fund assets to finance distribution of Fund shares
will have the anticipated results, the Board of
Directors believes there is a reasonable likelihood
that one or more of such benefits will result, and
since the Board will be in a position to monitor the
distribution and shareholder servicing expenses of the
Funds, it will be able to evaluate the benefit of such
expenditures in deciding whether to continue the 12b-1
Plan.
<PAGE>
Amounts Incurred Under the Plan
For the year ended May 31, 2000, pursuant to the
terms of the 12b-1 Plan, the Badgley Growth Fund
expensed $23,788, representing 0.25% per annum of its
average daily net assets. Of this amount, $5,719 was
spent on advertising, $1,935 on printing and mailing
prospectuses to other than current shareholders and
$3,822 was spent on compensation to broker-dealers.
The Distributor received $5,190 of the amounts incurred
under the 12b-1 Plan with respect to the Badgley Growth
Fund. For the same period, pursuant to the terms of
the 12b-1 Plan, the Badgley Balanced Fund expensed
$48,763, representing 0.25% per annum of its average
daily net assets. Of this amount, $6,737 was spent on
advertising, $2,331 on printing and mailing to other
than current shareholders and $12,823 was spent on
compensation to broker-dealers. The Distributor
received $19,669 of the amounts incurred under the 12b-
1 Plan with respect to the Badgley Balanced Fund.
PURCHASE, REDEMPTION, EXCHANGE AND PRICING OF SHARES
Financial Intermediaries
If you purchase or redeem shares of a Fund through
a financial intermediary (such as a broker-dealer),
certain features of the Fund relating to such
transactions may not be available or may be modified.
In addition, certain operational policies of a Fund,
including those related to settlement and dividend
accrual, may vary from those applicable to direct
shareholders of a Fund and may vary among
intermediaries. You should consult your financial
intermediary for more information regarding these
matters. Refer to "Transfer Agent and Dividend-
Disbursing Agent" for information regarding certain
fees paid by the Corporation to financial
intermediaries. In addition, financial intermediaries
may receive compensation pursuant to the 12b-1 Plan
under a Related Agreement and may receive additional
compensation in excess of such amounts from the
Adviser. Certain financial intermediaries may charge
you an advisory, transaction or other fee for their
services. You will not be charged for such fees if you
purchase or redeem your Fund shares directly from a
Fund without the intervention of a financial
intermediary.
Automatic Investment Plan
The Automatic Investment Plan ("AIP") allows you
to make regular systematic investments in one or more
of the Funds from your bank checking or NOW account.
The minimum initial investment for investors using the
AIP is $1,000 with a monthly minimum investment of
$100. To establish the AIP, complete the appropriate
section in the shareholder application. Under certain
circumstances (such as discontinuation of the AIP
before a Fund's minimum initial investment is reached),
the Corporation reserves the right to close the
investor's account. Prior to closing any account for
failure to reach the minimum initial investment, the
Corporation will give the investor written notice and
60 days in which to reinstate the AIP or otherwise
reach the minimum initial investment. You should
consider your financial ability to continue in the AIP
until the minimum initial investment amount is met
because the Corporation has the right to close an
investor's account for failure to reach the minimum
initial investment. Such closing may occur in periods
of declining share prices.
Under the AIP, you may choose to make monthly
investments on the days of your choosing (or the next
business day thereafter) from your financial
institution in amounts of $100 or more. There is no
service fee for participating in the AIP. However, a
service fee of $20 will be deducted from your Fund
account for any AIP purchase that does not clear due to
insufficient funds or, if prior to notifying the
Corporation in writing or by telephone of your
intention to terminate the plan, you close your bank
account or in any manner prevent withdrawal of funds
from the designated checking or NOW account. You can
set up the AIP with any financial institution that is a
member of ACH.
The AIP is a method of using dollar cost averaging
which is an investment strategy that involves investing
a fixed amount of money at a regular time interval.
However, a program of regular investment cannot ensure
a profit or protect against a loss from declining
markets. By always investing the same amount, you will
be purchasing more shares when the price is low and
fewer shares when the price is high. Since such a
program involves continuous investment regardless of
fluctuating share values, you should consider your
financial ability to continue the program through
periods of low share price levels.
<PAGE>
Individual Retirement Accounts
In addition to purchasing Fund shares as described
in the Prospectus under "How to Purchase Shares,"
individuals may establish their own tax-sheltered IRAs.
The Funds offer two types of IRAs, including the
Traditional IRA, that can be adopted by executing the
appropriate Internal Revenue Service ("IRS") Form.
Traditional IRA. In a Traditional IRA, amounts
contributed to the IRA may be tax deductible at the
time of contribution depending on whether the investor
is an "active participant" in an employer-sponsored
retirement plan and the investor's income.
Distributions from a Traditional IRA will be taxed at
distribution except to the extent that the distribution
represents a return of the investor's own contributions
for which the investor did not claim (or was not
eligible to claim) a deduction. Distributions prior to
age 59-1/2 may be subject to an additional 10% tax
applicable to certain premature distributions.
Distributions must commence by April 1 following the
calendar year in which the investor attains age 70-1/2.
Failure to begin distributions by this date (or
distributions that do not equal certain minimum
thresholds) may result in adverse tax consequences.
Roth IRA. In a Roth IRA (sometimes known as the
American Dream IRA), amounts contributed to the IRA are
taxed at the time of contribution, but distributions
from the IRA are not subject to tax if the investor has
held the IRA for certain minimum periods of time
(generally, until age 59-1/2). Investors whose income
exceeds certain limits are ineligible to contribute to
a Roth IRA. Distributions that do not satisfy the
requirements for tax-free withdrawal are subject to
income taxes (and possibly penalty taxes) to the extent
that the distribution exceeds the investor's
contributions to the IRA. The minimum distribution
rules applicable to Traditional IRAs do not apply
during the lifetime of the investor. Following the
death of the investor, certain minimum distribution
rules apply.
For Traditional and Roth IRAs, the maximum annual
contribution generally is equal to the lesser of $2,000
or 100% of the investor's compensation (earned income).
An individual may also contribute to a Traditional IRA
or Roth IRA on behalf of his or her spouse provided
that the individual has sufficient compensation (earned
income). Contributions to a Traditional IRA reduce the
allowable contributions under a Roth IRA, and
contributions to a Roth IRA reduce the allowable
contribution to a Traditional IRA.
Simplified Employee Pension Plan. A Traditional
IRA may also be used in conjunction with a Simplified
Employee Pension Plan ("SEP-IRA"). A SEP-IRA is
established through execution of Form 5305-SEP together
with a Traditional IRA established for each eligible
employee. Generally, a SEP-IRA allows an employer
(including a self-employed individual) to purchase
shares with tax deductible contributions not exceeding
annually for any one participant 15% of compensation
(disregarding for this purpose compensation in excess
of $170,000 per year). The $170,000 compensation limit
is adjusted periodically for cost of living increases.
A number of special rules apply to SEP Plans, including
a requirement that contributions generally be made on
behalf of all employees of the employer (including for
this purpose a sole proprietorship or partnership) who
satisfy certain minimum participation requirements.
SIMPLE IRA. An IRA may also be used in connection
with a SIMPLE Plan established by the investor's
employer (or by a self-employed individual). When this
is done, the IRA is known as a SIMPLE IRA, although it
is similar to a Traditional IRA with the exceptions
described below. Under a SIMPLE Plan, the investor may
elect to have his or her employer make salary reduction
contributions of up to $6,000 per year to the SIMPLE
IRA. The $6,000 limit is adjusted periodically for
cost of living increases. In addition, the employer
will contribute certain amounts to the investor's
SIMPLE IRA, either as a matching contribution to those
participants who make salary reduction contributions or
as a non-elective contribution to all eligible
participants whether or not making salary reduction
contributions. A number of special rules apply to
SIMPLE Plans, including (1) a SIMPLE Plan generally is
available only to employers with fewer than 100
employees; (2) contributions must be made on behalf of
all employees of the employer (other than bargaining
unit employees) who satisfy certain minimum
participation requirements; (3) contributions are made
to a special SIMPLE IRA that is separate and apart from
the other IRAs of employees; (4) the distribution
excise tax (if otherwise applicable) is increased to
25% on withdrawals during the first two years of
participation in a SIMPLE IRA; and (5) amounts
withdrawn during the first two years of participation
may be rolled over tax-free only into another SIMPLE
IRA (and not to a Traditional IRA or to a Roth
<PAGE>
IRA). A SIMPLE IRA is established by executing Form
5304-SIMPLE together with an IRA established for each
eligible employee.
Under current IRS regulations, all IRA applicants
must be furnished a disclosure statement containing
information specified by the IRS. Applicants generally
have the right to revoke their account within seven
days after receiving the disclosure statement and
obtain a full refund of their contributions. The
custodian may, in its discretion, hold the initial
contribution uninvested until the expiration of the
seven-day revocation period. The Custodian does not
anticipate that it will exercise its discretion but
reserves the right to do so.
Systematic Withdrawal Plan
You may set up automatic withdrawals from your
account at regular intervals. To begin distributions,
you must have an initial balance of $1,000 in your
account and withdraw at least $100 per payment. To
establish the systematic withdrawal plan ("SWP"), you
must complete the appropriate section in the
shareholder application. Redemptions will take place
on a monthly, quarterly, semi-annual or annual basis
(or the following business day) as indicated on your
shareholder application. You may vary the amount or
frequency of withdrawal payments or temporarily
discontinue them by calling 1-877-BADGLEY (1-877-223-
4539). Depending upon the size of the account and the
withdrawals requested (and fluctuations in the net
asset value of the shares redeemed), redemptions for
the purpose of satisfying such withdrawals may reduce
or even exhaust your account. If the amount remaining
in your account is not sufficient to meet a plan
payment, the remaining amount will be redeemed and the
SWP will be terminated.
Exchange Privilege
Fund to Fund Exchange. You may exchange your
shares in a Fund for shares in any other Fund of the
Corporation at any time by written request or by
telephone exchange if you have authorized this
privilege in the shareholder application. Exchange
requests are available for exchanges of $1,000 or more.
The value of the shares to be exchanged and the price
of the shares being purchased will be the net asset
value next determined after receipt of instructions for
exchange. No sales charge is imposed on exchanges
between Funds; however, a $5 service fee will be
charged for each telephone exchange request (no charge
is imposed with respect to written exchange requests).
Exchange requests should be directed to the following
address:
By Mail In Person or By Overnight Mail
Firstar Mutual Fund Services, LLC Firstar Mutual Fund Services, LLC
P.O. Box 701 Third Floor
Milwaukee, Wisconsin 53201-0701 615 East Michigan Street
Milwaukee, Wisconsin 53202
To effect a telephone exchange, you may call
1-877-BADGLEY (1-877-223-4539). Exchange requests may
be subject to limitations, including those relating to
frequency, that may be established from time to time to
ensure that such exchanges are not disadvantageous to
the Funds or their investors. The Corporation reserves
the right to modify or terminate the exchange privilege
upon 60 days' written notice to each shareholder prior
to the modification or termination taking effect. The
exchange privilege is only available in states where
the securities are registered.
Money Market Exchange. As a service to our
shareholders, the Corporation has established a program
whereby our shareholders can exchange shares of any one
of the Funds for shares of the Firstar Money Market
Funds (the "Firstar Funds"). Exchange requests are
available for exchanges of $1,000 or more. The Firstar
Funds are no-load money market funds managed by an
affiliate of Firstar. The Firstar Funds are unrelated
to the Corporation or any of the Funds. However, the
Distributor may be compensated by the Firstar Funds for
servicing and related services provided in connection
with exchanges made by shareholders of the Funds. This
exchange privilege is a convenient way to buy shares in
money market funds in order to respond to changes in
your goals or in market conditions. Before exchanging
into the Firstar Funds, please read the applicable
prospectus, which may be obtained by calling 1-877-
BADGLEY (1-877-223-4539). As noted above, there is no
charge for written exchange requests. Firstar will,
however, charge a $5.00 fee for each exchange
transaction that is executed via the telephone.
<PAGE>
An exchange from one Fund to another, including
the Firstar Funds, is treated the same as an ordinary
sale and purchase for federal income tax purposes and
you will realize a capital gain or loss. An exchange
is not a tax-free transaction.
Pricing of Shares
Shares of the Funds are sold on a continual basis
at the net asset value per share next computed
following receipt of an order in proper form by a
dealer, the Distributor or Firstar, the Funds' transfer
agent.
The net asset value per share is determined as of
the close of trading (generally 4:00 p.m. Eastern
Standard Time) on each day the New York Stock Exchange
(the "NYSE") is open for business. Purchase orders
received or shares tendered for redemption on a day the
NYSE is open for trading, prior to the close of trading
on that day, will be valued as of the close of trading
on that day. Applications for purchase of shares and
requests for redemption of shares received after the
close of trading on the NYSE will be valued as of the
close of trading on the next day the NYSE is open. The
net asset value is calculated by taking the value of a
Fund's total assets, including interest or dividends
accrued, but not yet collected, less all liabilities,
and dividing by the total number of shares outstanding.
The result, rounded to the nearest cent, is the net
asset value per share.
In determining the net asset value, expenses are
accrued and applied daily and securities and other
assets for which market quotations are available are
valued at market value. Common stocks and other equity-
type securities are valued at the last sales price on
the national securities exchange or NASDAQ on which
such securities are primarily traded; however,
securities traded on a national securities exchange or
NASDAQ for which there were no transactions on a given
day, and securities not listed on a national securities
exchange or NASDAQ, are valued at the average of the
most recent bid and asked prices. Fixed income
securities are valued by a pricing service that
utilizes electronic data processing techniques to
determine values for normal institutional-sized trading
units of fixed income securities without regard to sale
or bid prices when such values are believed to more
accurately reflect the fair market value of such
securities; otherwise, actual sale or bid prices are
used. The Board of Directors may approve the use of
pricing services to assist the Funds in the
determination of net asset value. Fixed income
securities having remaining maturities of 60 days or
less when purchased are generally valued by the
amortized cost method. Under this method of valuation,
a security is initially valued at its acquisition cost
and, thereafter, amortization of any discount or
premium is assumed each day, regardless of the impact
of fluctuating interest rates on the market value of
the security.
TAXATION OF THE FUNDS
Each Fund intends to qualify annually as a
"regulated investment company" under Subchapter M of
the Code, and, if so qualified, will not be liable for
federal income taxes to the extent earnings are
distributed to shareholders on a timely basis. In the
event a Fund fails to qualify as a "regulated
investment company," it will be treated as a regular
corporation for federal income tax purposes.
Accordingly, the Fund would be subject to federal
income taxes and any distributions that it makes would
be taxable and non-deductible by the Fund. This would
increase the cost of investing in the Fund for
shareholders and would make it more economical for
shareholders to invest directly in securities held by
the Fund instead of investing indirectly in such
securities through the Fund.
PERFORMANCE INFORMATION
The Funds' historical performance or return may be
shown in the form of various performance figures. The
Funds' performance figures are based upon historical
results and are not necessarily representative of
future performance. Factors affecting the Funds'
performance include general market conditions,
operating expenses, and investment management.
Total Return
The average annual total return of each Fund is
computed by finding the average annual compounded rates
of return over the periods that would equate the
initial amount invested to the ending redeemable value,
according to the following formula:
<PAGE>
P(1+T)n = ERV
P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the
stated periods at the end of the stated periods.
Performance for a specific period is calculated by
first taking an investment (assumed to be $1,000)
("initial investment") in a Fund's shares on the first
day of the period and computing the "ending value" of
that investment at the end of the period. The total
return percentage is then determined by subtracting the
initial investment from the ending value and dividing
the remainder by the initial investment and expressing
the result as a percentage. The calculation assumes
that all income and capital gains dividends paid by a
Fund have been reinvested at the net asset value of the
Fund on the reinvestment dates during the period.
Total return may also be shown as the increased dollar
value of the hypothetical investment over the period.
Cumulative total return represents the simple
change in value of an investment over a stated period
and may be quoted as a percentage or as a dollar
amount. Total returns may be broken down into their
components of income and capital (including capital
gains and changes in share price) in order to
illustrate the relationship between these factors and
their contributions to total return.
The average annual total returns for the Badgley
Growth Fund for the year ended May 31, 2000 and since
inception (June 25, 1998) were 15.86% and 15.76%,
respectively. The average annual total returns for the
Badgley Balanced Fund for the year ended May 31, 2000
and since inception (June 25, 1998) were 9.23% and
9.23%, respectively.
Comparisons
From time to time, in marketing and other Fund
literature, the Funds' performance may be compared to
the performance of other mutual funds in general or to
the performance of particular types of mutual funds
with similar investment goals, as tracked by
independent organizations. Among these organizations,
Lipper Analytical Services, Inc. ("Lipper"), a widely
used independent research firm which ranks mutual funds
by overall performance, investment objectives, and
assets, may be cited. Lipper performance figures are
based on changes in net asset value, with all income
and capital gains dividends reinvested. Such
calculations do not include the effect of any sales
charges imposed by other funds. The Funds will be
compared to Lipper's appropriate fund category, that
is, by fund objective and portfolio holdings.
The Funds' performance may also be compared to the
performance of other mutual funds by Morningstar, Inc.
("Morningstar"), which ranks funds on the basis of
historical risk and total return. Morningstar's
rankings range from five stars (highest) to one star
(lowest) and represent Morningstar's assessment of the
historical risk level and total return of a fund as a
weighted average for 3, 5 and 10 year periods.
Rankings are not absolute or necessarily predictive of
future performance.
Evaluations of Fund performance made by
independent sources may also be used in advertisements
concerning the Funds, including reprints of or
selections from, editorials or articles about the
Funds. Sources for Fund performance and articles about
the Funds may include publications such as Money,
Forbes, Kiplinger's, Financial World, Business Week,
U.S. News and World Report, the Wall Street Journal,
Barron's and a variety of investment newsletters.
The Funds may compare their performance to a wide
variety of indices and measures of inflation including
the Standard & Poor's Index of 500 Stocks, the NASDAQ
Over-the-Counter Composite Index, the Russell 2500
Index and the Lehman Aggregate Bond Index. There are
differences and similarities between the investments
that the Funds may purchase for their respective
portfolios and the investments measured by these
indices.
<PAGE>
ADDITIONAL INFORMATION
From time to time, in marketing and other Fund
literature, the Funds may quote founders, officers,
directors and other employees of the Adviser, such as a
quote from Charles H. Badgley who said, "Success in any
endeavor is best achieved when goals are defined and
strategy is well planned. This is especially true with
money management." In addition, the Funds may state
that they have been selected as an option for purchase
through Charles Schwab's Institutional "One Source"
service, which allows Charles Schwab institutional
investors, including financial planners and investment
advisers, to access information concerning and to
purchase shares in the Funds. The Funds may also
describe certain advantages a lower minimum initial
investment offers, including the availability of the
Adviser's expertise to a larger number of prospective
investors, better alignment within the mutual fund
industry and expansion of fund distribution activities.
The Funds may discuss how the Funds' ticker symbols are
designed to be user friendly for current and
prospective Fund shareholders. The ticker symbol for
the Badgley Growth Fund is "BMFGX" and the ticker
symbol for the Badgley Balanced Fund is "BMFBX."
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 100 East Wisconsin
Avenue, Suite 1500, Milwaukee, Wisconsin 53202,
independent accountants for the Funds, audit and report
on the Funds' financial statements.
FINANCIAL STATEMENTS
The following audited financial statements of each
of the Funds are incorporated herein by reference to
the Funds' Annual Report for the year ended May 31,
2000, as filed with the Securities and Exchange
Commission on August 3, 2000:
(a) Report of Independent Accountants.
(b) Schedule of Investments as of May 31, 2000.
(c) Statement of Assets and Liabilities as of May 31, 2000.
(d) Statement of Operations for the year ended May 31, 2000.
(e) Statement of Changes in Net Assets for the year ended
May 31, 2000 and the period June 25, 1998 to May 31, 1999.
(f) Financial Highlights for the year ended May 31, 2000 and
the period June 25, 1998 to May 31, 1999.
(g) Notes to the Financial Statements.
<PAGE>
APPENDIX
SHORT-TERM RATINGS
Standard & Poor's Short-Term Debt Credit Ratings
A Standard & Poor's credit rating is a current
opinion of the creditworthiness of an obligor with
respect to a specific financial obligation, a specific
class of financial obligations or a specific financial
program. It takes into consideration the
creditworthiness of guarantors, insurers or other forms
of credit enhancement on the obligation and takes into
account the currency in which the obligation is
denominated. The credit rating is not a recommendation
to purchase, sell or hold a financial obligation,
inasmuch as it does not comment as to market price or
suitability for a particular investor.
Credit ratings are based on current information
furnished by the obligors or obtained by Standard &
Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in
connection with any credit rating and may, on occasion,
rely on unaudited financial information. Credit
ratings may be changed, suspended or withdrawn as a
result of changes in, or unavailability of, such
information, or based on other circumstances.
Short-term ratings are generally assigned to those
obligations considered short-term in the relevant
market. In the U.S., for example, that means
obligations with an original maturity of no more than
365 days-including commercial paper. Short-term
ratings are also used to indicate the creditworthiness
of an obligor with respect to put features on long-term
obligations. The result is a dual rating, in which the
short-term rating addresses the put feature, in
addition to the usual long-term rating.
Ratings are graded into several categories,
ranging from `A-1' for the highest quality obligations
to `D' for the lowest. These categories are as
follows:
A-1 A short-term obligation rated `A-1' is rated
in the highest category by Standard & Poor's.
The obligor's capacity to meet its financial
commitment on the obligation is strong.
Within this category, certain obligations are
designated with a plus sign (+). This
indicates that the obligor's capacity to meet
its financial commitment on these obligations
is extremely strong.
A-2 A short-term obligation rated `A-2' is
somewhat more susceptible to the adverse
effects of changes in circumstances and
economic conditions than obligations in
higher rating categories. However, the
obligor's capacity to meet its financial
commitment on the obligation is satisfactory.
A-3 A short-term obligation rated `A-3' exhibits
adequate protection parameters. However,
adverse economic conditions or changing
circumstances are more likely to lead to a
weakened capacity of the obligor to meet its
financial commitment on the obligation.
B A short-term obligation rated `B' is regarded
as having significant speculative
characteristics. The obligor currently has
the capacity to meet its financial commitment
on the obligation; however, it faces major
ongoing uncertainties which could lead to the
obligor's inadequate capacity to meet its
financial commitment on the obligation.
C A short-term obligation rated `C' is
currently vulnerable to nonpayment and is
dependent upon favorable business, financial
and economic conditions for the obligor to
meet its financial commitment on the
obligation.
D A short-term obligation rated `D' is in
payment default. The `D' rating category is
used when payments on an obligation are not
made on the date due even if the applicable
grace period has not expired, unless Standard
& Poor's believes that such payments will be
made during such grace period. The `D'
rating also will be used upon the filing of a
bankruptcy petition or the taking of a
similar action if payments on an obligation
are jeopardized.
<PAGE>
Moody's Short-Term Debt Ratings
Moody's short-term debt ratings are opinions of
the ability of issuers to repay punctually senior debt
obligations. These obligations have an original
maturity not exceeding one year, unless explicitly
noted. Moody's ratings are opinions, not
recommendations to buy or sell, and their accuracy is
not guaranteed.
Moody's employs the following three designations,
all judged to be investment grade, to indicate the
relative repayment ability of rated issuers:
PRIME-1 Issuers rated `Prime-1' (or supporting
institutions) have a superior ability for
repayment of senior short-term debt
obligations. Prime-1 repaying ability will
often be evidenced by many of the following
characteristics:
* Leading market positions in well-established
industries.
* High rates of return on funds employed.
* Conservative capitalization structure with
moderate reliance on debt and ample asset protection.
* Broad margins in earnings coverage of fixed
financial charges and high internal cash generation.
* Well-established access to a range of financial
markets and assured sources of alternate liquidity.
PRIME-2 Issuers rated `Prime-2' (or supporting
institutions) have a strong ability for
repayment of senior short-term debt
obligations. This will normally be evidenced
by many of the characteristics cited above,
but to a lesser degree. Earnings trends and
coverage ratios, while sound, may be more
subject to variation. Capitalization
characteristics, while still appropriate, may
be more affected by external conditions.
Ample alternate liquidity is maintained.
PRIME-3 Issuers rated `Prime-3' (or supporting
institutions) have an acceptable ability for
repayment of senior short-term obligations.
The effect of industry characteristics and
market compositions may be more pronounced.
Variability in earnings and profitability may
result in changes in the level of debt
protection measurements and may require
relatively high financial leverage. Adequate
alternate liquidity is maintained.
NOT PRIME Issuers rated `Not Prime' do not fall within
any of the Prime rating categories.
Fitch IBCA International Short-Term Debt Credit Ratings
Fitch IBCA's international debt credit ratings are
applied to the spectrum of corporate, structured and
public finance. They cover sovereign (including
supranational and subnational), financial, bank,
insurance and other corporate entities and the
securities they issue, as well as municipal and other
public finance entities, securities backed by
receivables or other financial assets and
counterparties. When applied to an entity, these short-
term ratings assess its general creditworthiness on a
senior basis. When applied to specific issues and
programs, these ratings take into account the relative
preferential position of the holder of the security and
reflect the terms, conditions and covenants attaching
to that security.
International credit ratings assess the capacity
to meet foreign currency or local currency commitments.
Both "foreign currency" and "local currency" ratings
are internationally comparable assessments. The local
currency rating measures the probability of payment
within the relevant sovereign state's currency and
jurisdiction and therefore, unlike the foreign currency
rating, does not take account of the possibility of
foreign exchange controls limiting transfer into
foreign currency.
A short-term rating has a time horizon of less
than 12 months for most obligations, or up to three
years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to
meet financial commitments in a timely manner.
<PAGE>
F-1 Highest credit quality. Indicates the
strongest capacity for timely payment of
financial commitments; may have an added "+"
to denote any exceptionally strong credit
feature.
F-2 Good credit quality. A satisfactory capacity
for timely payment of financial commitments,
but the margin of safety is not as great as
in the case of the higher ratings.
F-3 Fair credit quality. The capacity for timely
payment of financial commitments is adequate;
however, near term adverse changes could
result in a reduction to non-investment
grade.
B Speculative. Minimal capacity for timely
payment of financial commitments, plus
vulnerability to near term adverse changes in
financial and economic conditions.
C High default risk. Default is a real
possibility. Capacity for meeting financial
commitments is solely reliant upon a
sustained, favorable business and economic
environment.
D Default. Denotes actual or imminent payment
default.
Duff & Phelps, Inc. Short-Term Debt Ratings
Duff & Phelps Credit Ratings' short-term debt
ratings are consistent with the rating criteria used by
money market participants. The ratings apply to all
obligations with maturities of under one year,
including commercial paper, the uninsured portion of
certificates of deposit, unsecured bank loans, master
notes, bankers acceptances, irrevocable letters of
credit and current maturities of long-term debt. Asset-
backed commercial paper is also rated according to this
scale.
Emphasis is placed on liquidity which is defined
as not only cash from operations, but also access to
alternative sources of funds including trade credit,
bank lines and the capital markets. An important
consideration is the level of an obligor's reliance on
short-term funds on an ongoing basis.
The distinguishing feature of Duff & Phelps Credit
Ratings' short-term debt ratings is the refinement of
the traditional `1' category. The majority of short-
term debt issuers carry the highest rating, yet quality
differences exist within that tier. As a consequence,
Duff & Phelps Credit Rating has incorporated gradations
of `1+' (one plus) and `1-` (one minus) to assist
investors in recognizing those differences.
These ratings are recognized by the SEC for broker-
dealer requirements, specifically capital computation
guidelines. These ratings meet Department of Labor
ERISA guidelines governing pension and profit sharing
investments. State regulators also recognize the
ratings of Duff & Phelps Credit Rating for insurance
company investment portfolios.
Rating Scale: Definition
High Grade
D-1+ Highest certainty of timely payment. Short-
term liquidity, including internal operating
factors and/or access to alternative sources
of funds, is outstanding, and safety is just
below risk-free U.S. Treasury short-term
obligations.
D-1 Very high certainty of timely payment.
Liquidity factors are excellent and supported
by good fundamental protection factors. Risk
factors are minor.
D-1- High certainty of timely payment. Liquidity
factors are strong and supported by good
fundamental protection factors. Risk factors
are very small.
<PAGE>
Good Grade
D-2 Good certainty of timely payment. Liquidity
factors and company fundamentals are sound.
Although ongoing funding needs may enlarge
total financing requirements, access to
capital markets is good. Risk factors are
small.
Satisfactory Grade
D-3 Satisfactory liquidity and other protection
factors qualify issue as to investment grade.
Risk factors are larger and subject to more
variation. Nevertheless, timely payment is
expected.
Non-investment Grade
D-4 Speculative investment characteristics.
Liquidity is not sufficient to insure against
disruption in debt service. Operating
factors and market access may be subject to a
high degree of variation.
Default
D-5 Issuer failed to meet scheduled principal
and/or interest payments.
LONG-TERM RATINGS
Standard & Poor's Long-Term Debt Credit Ratings
A Standard & Poor's credit rating is a current
opinion of the creditworthiness of an obligor with
respect to a specific financial obligation, a specific
class of financial obligations or a specific financial
program. It takes into consideration the
creditworthiness of guarantors, insurers or other forms
of credit enhancement on the obligation and takes into
account the currency in which the obligation is
denominated. The credit rating is not a recommendation
to purchase, sell or hold a financial obligation,
inasmuch as it does not comment as to market price or
suitability for a particular investor.
Credit ratings are based on current information
furnished by the obligors or obtained by Standard &
Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in
connection with any credit rating and may, on occasion,
rely on unaudited financial information. Credit
ratings may be changed, suspended or withdrawn as a
result of changes in, or unavailability of, such
information, or based on other circumstances.
Credit ratings are based, in varying degrees, on
the following considerations: (1) likelihood of
payment-capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance
with the terms of the obligation; (2) nature of and
provisions of the obligation; and (3) protection
afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws
affecting creditors' rights.
The rating definitions are expressed in terms of
default risk. As such, they pertain to senior
obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to
reflect the lower priority in bankruptcy. (Such
differentiation applies when an entity has both senior
and subordinated obligations, secured and unsecured
obligations, or operating company and holding company
obligations.) Accordingly, in the case of junior debt,
the rating may not conform exactly with the category
definition.
AAA An obligation rated `AAA' has the highest
rating assigned by Standard & Poor's. The
obligor's capacity to meet its financial
commitment on the obligation is EXTREMELY
STRONG.
AA An obligation rated `AA' differs from the
highest rated obligations only in small
degree. The obligor's capacity to meet its
financial commitment on the obligation is
VERY STRONG.
<PAGE>
A An obligation rated `A' is somewhat more
susceptible to the adverse effects of changes
in circumstances and economic conditions than
obligations in higher rated categories.
However, the obligor's capacity to meet its
financial commitment on the obligation is
still STRONG.
BBB An obligation rated `BBB' exhibits ADEQUATE
protection parameters. However, adverse
economic conditions or changing circumstances
are more likely to lead to a weakened
capacity of the obligor to meet its financial
commitment on the obligation.
Obligations rated `BB', `B', `CCC, `CC', and `C'
are regarded as having significant speculative
characteristics. `BB' indicates the least degree of
speculation and `C' the highest. While such
obligations will likely have some quality and
protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse
conditions.
BB An obligation rated `BB' is LESS VULNERABLE
to nonpayment than other speculative issues.
However, it faces major ongoing uncertainties
or exposure to adverse business, financial or
economic conditions which could lead to the
obligor's inadequate capacity to meet its
financial commitment on the obligation.
B An obligation rated `B' is MORE VULNERABLE to
nonpayment than obligations rated `BB', but
the obligor currently has the capacity to
meet its financial commitment on the
obligation. Adverse business, financial or
economic conditions will likely impair the
obligor's capacity or willingness to meet its
financial commitment on the obligation.
CCC An obligation rated `CCC' is CURRENTLY
VULNERABLE to nonpayment, and is dependent
upon favorable business, financial and
economic conditions for the obligor to meet
its financial commitment on the obligation.
In the event of adverse business, financial
or economic conditions, the obligor is not
likely to have the capacity to meet its
financial commitment on the obligation.
CC An obligation rated `CC' is CURRENTLY HIGHLY
VULNERABLE to nonpayment.
C The `C' rating may be used to cover a
situation where a bankruptcy petition has
been filed or similar action has been taken,
but payments on this obligation are being
continued.
D An obligation rated `D' is in payment
default. The `D' rating category is used
when payments on an obligation are not made
on the date due even if the applicable grace
period has not expired, unless Standard &
Poor's believes that such payments will be
made during such grace period. The `D'
rating also will be used upon the filing of a
bankruptcy petition or the taking of a
similar action if payments on an obligation
are jeopardized.
Plus (+) or minus (-): The ratings from `AA' to
`CCC' may be modified by the addition of a plus or
minus sign to show relative standing within the major
rating categories.
Moody's Long-Term Debt Ratings
Aaa Bonds which are rated `Aaa' are judged to be
of the best quality. They carry the smallest
degree of investment risk and are generally
referred to as "gilt edged." Interest
payments are protected by a large or by an
exceptionally stable margin and principal is
secure. While the various protective
elements are likely to change, such changes
as can be visualized are most unlikely to
impair the fundamentally strong position of
such issues.
Aa Bonds which are rated `Aa' are judged to be
of high quality by all standards. Together
with the Aaa group they comprise what are
generally known as high-grade bonds. They
are rated lower than the best bonds because
margins of protection may not be as large as
in Aaa securities or fluctuation of
protective elements may be of greater
amplitude or there may be other elements
present which make the long-term risk appear
somewhat larger than Aaa securities.
<PAGE>
A Bonds which are rated `A' possess many
favorable investment attributes and are to be
considered as upper-medium-grade obligations.
Factors giving security to principal and
interest are considered adequate, but
elements may be present which suggest a
susceptibility to impairment some time in the
future.
Baa Bonds which are rated `Baa' are considered as
medium-grade obligations (i.e., they are
neither highly protected nor poorly secured).
Interest payments and principal security
appear adequate for the present but certain
protective elements may be lacking or may be
characteristically unreliable over any great
length of time. Such bonds lack outstanding
investment characteristics and in fact have
speculative characteristics as well.
Ba Bonds which are rated `Ba' are judged to have
speculative elements; their future cannot be
considered as well-assured. Often the
protection of interest and principal payments
may be very moderate, and thereby not well
safeguarded during both good and bad times
over the future. Uncertainty of position
characterizes bonds in this class.
B Bonds which are rated `B' generally lack
characteristics of the desirable investment.
Assurance of interest and principal payments
or of maintenance of other terms of the
contract over any long period of time may be
small.
Caa Bonds which are rated `Caa' are of poor
standing. Such issues may be in default or
there may be present elements of danger with
respect to principal or interest.
Ca Bonds which are rated `Ca' represent
obligations which are speculative in a high
degree. Such issues are often in default or
have other marked shortcomings.
C Bonds which are rated `C' are the lowest
rated class of bonds, and issues so rated can
be regarded as having extremely poor
prospects of ever attaining any real
investment standing.
Moody's applies numerical modifiers 1, 2 and 3 in
each generic rating classification from `Aa' through
`B.' The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category;
the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower end of that
generic rating category.
Fitch IBCA International Long-Term Debt Credit Ratings
Fitch IBCA's international debt credit ratings are
applied to the spectrum of corporate, structured and
public finance. They cover sovereign (including
supranational and subnational), financial, bank,
insurance and other corporate entities and the
securities they issue, as well as municipal and other
public finance entities, securities backed by
receivables or other financial assets and
counterparties. When applied to an entity, these long-
term ratings assess its general creditworthiness on a
senior basis. When applied to specific issues and
programs, these ratings take into account the relative
preferential position of the holder of the security and
reflect the terms, conditions and covenants attaching
to that security.
International credit ratings assess the capacity
to meet foreign currency or local currency commitments.
Both "foreign currency" and "local currency" ratings
are internationally comparable assessments. The local
currency rating measures the probability of payment
within the relevant sovereign state's currency and
jurisdiction and therefore, unlike the foreign currency
rating, does not take account of the possibility of
foreign exchange controls limiting transfer into
foreign currency.
Investment Grade
AAA Highest credit quality. `AAA' ratings
denote the lowest expectation of credit
risk. They are assigned only in case of
exceptionally strong capacity for timely
payment of financial commitments. This
capacity is highly unlikely to be
adversely affected by foreseeable
events.
<PAGE>
AA Very high credit quality. `AA' ratings
denote a very low expectation of credit
risk. They indicate very strong
capacity for timely payment of financial
commitments. This capacity is not
significantly vulnerable to foreseeable
events.
A High credit quality. `A' ratings denote
a low expectation of credit risk. The
capacity for timely payment of financial
commitments is considered strong. This
capacity may, nevertheless, be more
vulnerable to changes in circumstances
or in economic conditions than is the
case for higher ratings.
BBB Good credit quality. `BBB' ratings
indicate that there is currently a low
expectation of credit risk. The
capacity for timely payment of financial
commitments is considered adequate, but
adverse changes in circumstances and in
economic conditions are more likely to
impair this capacity. This is the
lowest investment grade category.
Speculative Grade
BB Speculative. `BB' ratings indicate that
there is a possibility of credit risk
developing, particularly as the result
of adverse economic change over time;
however, business or financial
alternatives may be available to allow
financial commitments to be met.
B Highly speculative. `B' ratings
indicate that significant credit risk is
present, but a limited margin of safety
remains. Financial commitments are
currently being met; however, capacity
for continued payment is contingent upon
a sustained, favorable business and
economic environment.
CCC, CC, C High default risk. Default is a
real possibility. Capacity for meeting
financial commitments is solely reliant
upon sustained, favorable business or
economic developments. A `CC' rating
indicates that default of some kind
appears probable. `C' ratings signal
imminent default.
DDD, DD and D Default. Securities are not
meeting current obligations and are
extremely speculative. `DDD' designates
the highest potential for recovery of
amounts outstanding on any securities
involved. For U.S. corporates, for
example, `DD' indicates expected
recovery of 50% - 90% of such
outstandings, and `D' the lowest
recovery potential, i.e. below 50%.
Duff & Phelps, Inc. Long-Term Debt Ratings
These ratings represent a summary opinion of the
issuer's long-term fundamental quality. Rating
determination is based on qualitative and quantitative
factors which may vary according to the basic economic
and financial characteristics of each industry and each
issuer. Important considerations are vulnerability to
economic cycles as well as risks related to such
factors as competition, government action, regulation,
technological obsolescence, demand shifts, cost
structure and management depth and expertise. The
projected viability of the obligor at the trough of the
cycle is a critical determination.
Each rating also takes into account the legal form
of the security (e.g., first mortgage bonds,
subordinated debt, preferred stock, etc.). The extent
of rating dispersion among the various classes of
securities is determined by several factors including
relative weightings of the different security classes
in the capital structure, the overall credit strength
of the issuer and the nature of covenant protection.
The Credit Rating Committee formally reviews all
ratings once per quarter (more frequently, if
necessary). Ratings of `BBB-` and higher fall within
the definition of investment grade securities, as
defined by bank and insurance supervisory authorities.
Structured finance issues, including real estate, asset-
backed and mortgage-backed financings, use this same
rating scale. Duff & Phelps Credit Rating claims
paying ability ratings of insurance companies use the
same scale with minor modification in the definitions.
Thus, an investor can compare the credit quality of
investment alternatives across industries and
structural types. A "Cash Flow Rating" (as noted for
specific ratings) addresses the
<PAGE>
likelihood that aggregate principal and interest
will equal or exceed the rated amount under appropriate
stress conditions.
Rating Scale Definition
AAA Highest credit quality. The risk factors are
negligible, being only slightly more
than for risk-free U.S. Treasury debt.
AA+ High credit quality. Protection factors are
AA strong. Risk is modest but may vary slightly
AA- from time to time because of economic conditions.
A+ Protection factors are average but adequate.
A However, risk factors are more variable and
A- greater in periods of economic stress.
BBB+ Below-average protection factors but still
BBB considered sufficient for prudent investment.
BBB- Considerable variability in risk during economic cycles.
BB+ Below investment grade but deemed likely to
BB meet obligations when due. Present or prospective
BB- financial protection factors fluctuate according to
industry conditions or company fortunes. Overall
quality may move up or down frequently within this category.
B+ Below investment grade and possessing risk
B that obligations will not be met when due. Financial
B- protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes.
Potential exists for frequent changes in the rating
within this category or into a higher or lower rating grade.
CCC Well below investment grade securities.
Considerable uncertainty exists as to
timely payment of principal, interest or preferred dividends.
Protection factors are narrow and risk can be substantial
with unfavorable economic/industry conditions, and/or with
unfavorable company developments.
DD Defaulted debt obligations. Issuer failed to meet scheduled
principal and/or interest payments.
DP Preferred stock with dividend arrearages.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) Registrant's Articles of Incorporation (1)
(b) Registrant's By-Laws (1)
(c) None
(d) Investment Advisory Agreement (2)
(e) Distribution Agreement with Rafferty Capital Markets, Inc. (2)
(f) None
(g) Custodian Servicing Agreement with Firstar Trust Company (2)
(h.1) Transfer Agent Servicing Agreement with Firstar Trust Company (2)
(h.2) Fund Administration Servicing Agreement with Firstar Trust Company (2)
(h.3) Fund Accounting Servicing Agreement with Firstar Trust Company (2)
(h.4) Fulfillment Servicing Agreement with Firstar Trust Company (2)
(h.5) Expense Cap/Reimbursement Agreement
(h.6) Addendum to Firstar Servicing Agreements (3)
(h.7) Addendum to Custodian Agreement (3)
(h.8) First Amendment to the Fund Administration Servicing Agreement
(i) Opinion and Consent of Godfrey & Kahn, S.C.(4)
(j) Consent of PricewaterhouseCoopers LLP
(k) None
(l.1) Subscription Agreement with Mr. Callaghan (4)
(l.2) Subscription Agreement with Mr. Phelps (4)
(m.1) Rule 12b-1 Distribution and Shareholder Servicing Plan (2)
(m.2) Form of 12b-1 Related Agreement (2)
(n) None
(o) Reserved
(p) Amended and Restated Code of Ethics
______________
(1) Incorporated by reference to Registrant's Form
N-1A as filed with the Commission on April 30, 1998.
<PAGE>
(2) Incorporated by reference to Registrant's Post-
Effective Amendment No. 1 as filed with the Commission
on July 30, 1999.
(3) Incorporated by reference to Registrant's Post-
Effective Amendment No. 2 as filed with the Commission
on September 28, 1999.
(4) Incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 as filed with the Commission
on June 11, 1998.
Item 24. Persons Controlled by or under Common Control with Registrant
Registrant neither controls any person nor is under common
control with any other person.
Item 25. Indemnification
Article VI of Registrant's By-Laws provides as follows:
ARTICLE VI INDEMNIFICATION
The Corporation shall indemnify (a) its
directors and officers, whether serving the
Corporation or, at its request, any other entity,
to the full extent required or permitted by (i)
Maryland law now or hereafter in force, including
the advance of expenses under the procedures and
to the full extent permitted by law, and (ii) the
1940 Act and (b) other employees and agents to
such extent as shall be authorized by the Board of
Directors and be permitted by law. The foregoing
rights of indemnification shall not be exclusive
of any other rights to which those seeking
indemnification may be entitled. The Board of
Directors may take such action as is necessary to
carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend
from time to time such resolutions or contracts
implementing such provisions or such further
indemnification arrangements as may be permitted
by law.
Item 26. Business and Other Connections of Investment Adviser and Subadviser
Besides serving as investment adviser to private
accounts, the Adviser is not currently and has not
during the past two fiscal years engaged in any other
business, profession, vocation or employment of a
substantial nature. Information regarding the
business, profession, vocation or employment of a
substantial nature of each of the Adviser's directors
and officers is hereby incorporated by reference from
the information contained under "Directors and
Officers" in the SAI.
Item 27. Principal Underwriters
(a) The Distributor also acts as distributor for
Kirr, Marbach Partners Funds, Inc., Bearguard
Funds, Inc., The Berkshire Funds, Potomac
Funds, Emerald Funds, Bremer Investment
Funds, Inc., IAI Investment Funds, Leuthold
Funds, Inc., Dow Jones Islamic Market Index
Portfolio, Ingenuity Capital Trust and Texas
Capital Value Funds, Inc.
(b) The principal business address of Rafferty
Capital Markets, Inc. ("Rafferty"), the
Registrant's principal underwriter, is 1311
Mamaroneck Avenue, White Plains, New York
10605. The following information relates to
each director and officer of Rafferty:
<PAGE>
Positions Positions
And Offices And Offices
Name With Underwriter With Registrant
Thomas A. Mulrooney President None
Derek Park Vice President None
Stephen Sprague Chief Financial and None
Secretary
(c) None.
Item 28. Location of Accounts and Records
All accounts, books or other documents required to
be maintained by Section 31(a) of the Investment
Company Act of 1940, as amended, and the rules
promulgated thereunder are in the possession of
Badgley, Phelps and Bell, Inc., Registrant's investment
adviser, at Registrant's corporate offices, except
records held and maintained by Firstar Bank, N.A., 777
East Wisconsin Avenue, Milwaukee, Wisconsin 53202,
relating to its function as custodian, and Firstar
Mutual Fund Services, LLC, Third Floor, 615 East
Michigan Street, Milwaukee, Wisconsin 53202, relating
to its function as transfer agent, administrator and
fund accountant.
Item 29. Management Services
All management-related service contracts entered
into by Registrant are discussed in Parts A and B of
this Registration Statement.
Item 30. Undertakings.
(a) Registrant undertakes to call a meeting of
shareholders, if requested to do so by the
holders of at least 10% of the Registrant's
outstanding shares, for the purpose of voting
upon the question of the removal of a
director or directors. Registrant also
undertakes to assist in communications with
other shareholders as required by Section
16(c) of the 1940 Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933 and the Investment Company Act of 1940, the
Registrant certifies that it meets all of the
requirements for effectiveness under Rule 485(b) under
the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City
of Seattle and State of Washington on the 25th day of
September, 2000.
BADGLEY FUNDS, INC. (Registrant)
By: /s/ Scott R. Vokey
---------------------------
Scott R. Vokey, President
Each person whose signature appears below
constitutes and appoints Scott R. Vokey, his or her
true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and
all capacities, to sign any and all post-effective
amendments to this Registration Statement and to file
the same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities
and Exchange Commission and any other regulatory body,
granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every
act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his or her
substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 3 to the
Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on
the date(s) indicated.
Name Title Date
/s/ Scott R. Vokey President September 25, 2000
-----------------------
Scott R. Vokey
/s/ Lisa P. Guzman Treasurer and Secretary September 25, 2000
-----------------------
Lisa P. Guzman
/s/ J. Kevin Callaghan Director and Co-Chairman September 25, 2000
-----------------------
J. Kevin Callaghan
/s/ Steven C. Phelps Director and Co-Chairman September 25, 2000
-----------------------
Steven C. Phelps
/s/ Frank S. Bayley Director September 25, 2000
-----------------------
Frank S. Bayley
/s/ Madelyn B. Smith Director September 25, 2000
-----------------------
Madelyn B. Smith
/s/ Graham S. Anderson Director September 25, 2000
-----------------------
Graham S. Anderson
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(a) Registrant's Articles of Incorporation (1)
(b) Registrant's By-Laws (1)
(c) None
(d) Investment Advisory Agreement (2)
(e) Distribution Agreement with Rafferty Capital Markets, Inc. (2)
(f) None
(g) Custodian Servicing Agreement with Firstar Trust Company (2)
(h.1) Transfer Agent Servicing Agreement with Firstar Trust Company (2)
(h.2) Fund Administration Servicing Agreement with Firstar Trust
Company (2)
(h.3) Fund Accounting Servicing Agreement with Firstar Trust
Company (2)
(h.4) Fulfillment Servicing Agreement with Firstar Trust Company (2)
(h.5) Expense Cap/Reimbursement Agreement
(h.6) Addendum to Firstar Servicing Agreements (3)
(h.7) Addendum to Custodian Agreement (3)
(h.8) First Amendment to the Fund Administration Servicing Agreement
(i) Opinion and Consent of Godfrey & Kahn, S.C.(4)
(j) Consent of PricewaterhouseCoopers LLP
(k) None
(l.1) Subscription Agreement with Mr. Callaghan(4)
(l.2) Subscription Agreement with Mr. Phelps(4)
(m.1) Rule 12b-1 Distribution and Shareholder Servicing Plan (2)
(m.2) Form of 12b-1 Related Agreement (2)
(n) None
(o) Reserved
(p) Amended and Restated Code of Ethics
___________________
(1) Incorporated by reference to Registrant's Form N-1A
as filed with the Commission on April 30, 1998.
<PAGE>
(2) Incorporated by reference to Registrant's Post-Effective
Amendment No. 1 as filed with the Commission on July 30, 1999.
(3) Incorporated by reference to Registrant's Post-Effective
Amendment No. 2 as filed with the Commission on September 28, 1999.
(4) Incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 as filed with the Commission on June 11, 1998.
