AMENDED AND RESTATED
CODE OF ETHICS
For Access Persons of
BADGLEY FUNDS, INC. ("Company")
and
BADGLEY, PHELPS AND BELL, INC. ("Adviser")
Effective September 1, 2000.
Purpose
Question: What is the purpose of this Code of Ethics?
Answer: The purpose of this Code of Ethics is to
address potential conflicts of interest that may arise
when certain persons affiliated with the Company or the
Adviser trade for accounts in which they have a
Beneficial Ownership interest. This Code will regulate
personal investment activities of Access Persons and
will require periodic reporting related to such
investment activities. Capitalized terms used in this
Code have special meanings defined below.
General
Question: Who is required to follow this Code of Ethics?
Answer: Directors, officers and Advisory Persons
of the Company or the Adviser ("Access Persons") are
required to follow this Code of Ethics. However,
directors who are not "interested persons" of the
Company under Section 2(a)(19) of the Investment
Company Act of 1940, as amended (the "1940 Act")
("Disinterested Directors"), are only required to
follow certain provisions of this Code, because they
generally do not have access to information regarding
the Company's investment decisions.
For purposes of this Code, an "Advisory Person"
includes:
* any employee of the Company or the Adviser (or of
any company in a Control relationship to the Company or
the Adviser) who, in connection with his or her regular
functions or duties, makes, participates in or obtains
information regarding the purchase or sale of a
Security by the Company or whose functions relate to
the making of any recommendation with respect to those
purchases or sales, or
* any natural person in a control relationship to
the Company or the Adviser who obtains information
concerning recommendations made to the Company with
regard to the purchase or sale of a Security by the
Company.
Generally, "Control" means the power to exercise a
controlling influence, which is intended to include
situations where there is less than absolute and
complete domination and includes not only the active
exercise of power, but also the latent existence of
power (e.g., the ability to exercise power). Anyone
who beneficially owns, either directly or through one
or more
<PAGE>
controlled entities, more than 25% of the
voting securities of an entity is presumed to control
that entity. In interpreting "Control," the Compliance
Officer will interpret the term as defined in Section
2(a)(9) of the 1940 Act.
As part of the duties of the Compliance Officer,
such Compliance Officer will maintain a list of all
Access Persons (see Appendix 7) and will notify such
Access Persons of their obligations under the Code.
Question: What does this Code of Ethics generally
require?
Answer: This Code of Ethics requires Access
Persons to follow certain general fiduciary principles,
as well as certain specific rules, such as prohibitions
against certain securities transactions, reporting of
securities transactions and holdings on a periodic
basis and preclearance of securities transactions.
Question: What general fiduciary principles
govern Access Persons?
Answer: All Access Persons (including
Disinterested Directors) are required to:
* Place the interests of Company shareholders above
all others at all times,
* Conduct all personal securities transactions
consistent with this Code and in a manner as to avoid
any actual or potential conflict of interest or any
abuse of an individual's position of trust and
responsibility, and
* Not take inappropriate advantage of their
positions.
Administration
Question: Who administers this Code of Ethics?
Answer: The Compliance Officer administers this
Code of Ethics. The Compliance Officer is Lisa P.
Guzman. In the absence of Ms. Guzman, Scott R. Vokey
will act as Compliance Officer. However, with respect
to Ms. Guzman, the Compliance Officer is
J. Kevin Callaghan.
Question: What does the Compliance Officer do?
Answer: The Compliance Officer is responsible for:
* Monitoring Access Persons' securities
transactions,
* Maintaining a list of all Access Persons (see
Appendix 7),
* Notifying all Access Persons of their reporting
obligations under the Code,
<PAGE>
* Reviewing all securities transaction and holding
reports submitted by Access Persons, and
* Maintaining lists of Securities under active
consideration for purchase and sale by the Adviser for
any of its clients, including the Company ("Buy List"
and "Monitor List," respectively).
Securities Transactions Covered
Question: What kinds of Securities transactions
are generally covered by this Code of Ethics?
Answer: This Code of Ethics generally applies to
all Securities transactions in which an Access Person
has a direct or indirect Beneficial Ownership interest.
Question: What is a "Security" for purposes of
this Code of Ethics?
Answer: For purposes of this Code, "Security" or
"Securities" has the meaning given this term in Section
2(a)(36) of the 1940 Act and includes:
* common stocks,
* preferred stocks,
* debt securities,
* options, and warrants and rights to purchase
Securities,
* trust certificates, depositary receipts (including
ADRs) or other certificates of interest or
participation in any Securities,
* shares of closed-end investment companies,
* futures, commodities and Related Securities,
* private investments, including oil and gas
ventures, and
* real estate syndicates and other investments which
are not publicly traded.
"Related Securities" are instruments and securities
that are related to, but not the same as, a Security.
For example, a Related Security may be convertible into
a Security, or give its holder the right to purchase
the Security.
For purposes of this Code, "Security" or
"Securities" does not include:
* shares of registered open-end investment
companies,
* direct obligations of the Government of the United
States,
* bankers' acceptances,
* bank certificates of deposit,
<PAGE>
* commercial paper, and
* "high quality short-term debt instruments,"
including repurchase agreements.
"High quality short-term debt instruments" are
instruments that have a maturity at issuance of less
than 366 days and are rated in one of the two highest
rating categories by a nationally recognized
statistical rating organization such as Moody's or
Standard & Poor's.
Question: What is meant by "Beneficial
Ownership"?
Answer: You generally have Beneficial Ownership
of a Security if you have or share a direct or indirect
Pecuniary Interest in any Securities, including through
any contract, arrangement, understanding, relationship
or otherwise.
"Pecuniary Interest" means the opportunity, directly or
indirectly, to profit or share in any profit derived
from a transaction in the subject Securities. An
indirect Pecuniary Interest includes:
* Securities held by members of an Access Person's
"Immediate Family" sharing the same household (which
includes any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-
law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, and includes adoptive
relationships). For example, you would be presumed to
have an indirect Pecuniary Interest in Securities held
by your minor child who lives with you but not in
Securities held by your adult child who does not live
with you. You may request that a member of your
Immediate Family be excluded from the Code's reach by
contacting the Compliance Officer and demonstrating why
it would be appropriate. For example, it may be
appropriate to exclude your adult uncle who lives with
you from the Code's reach.
* A general partner's proportionate interest in the
portfolio Securities held by a general or limited
partnership.
* A person's right to dividends that is separated or
separable from the Securities.
* A trustee's pecuniary interest in Securities
holdings of a trust and any pecuniary interest of any
Immediate Family member of such trustee (such Pecuniary
Interest being to the extent of the beneficiary's pro
rata interest in the trust).
* A beneficiary of a trust if:
(i) the beneficiary shares investment control with the
trustee (such Pecuniary Interest being to the extent of
the beneficiary's pro rata interest in the trust), or
<PAGE>
(ii) the beneficiary has investment control with
respect to a trust transaction without consultation
with the trustee.
Remainder interests do not create a
pecuniary interest unless the person
with such interest has the power,
directly or indirectly, to exercise or
share investment control over the trust.
* A settler or grantor of a trust if such person
reserves the right to revoke the trust without the
consent of another person, unless the settler or
grantor does not exercise or share investment control
over the Securities.
A shareholder shall not be deemed to have a
Pecuniary Interest in the portfolio Securities held by
a corporation or similar entity in which the person
owns Securities if the shareholder is not a controlling
shareholder of the entity and does not have or share
investment control over the entity's portfolio.
Although this list is not exhaustive, you
generally would be the beneficial owner of the
following:
* Securities held in your own name,
* Securities held with another in joint tenancy, as
tenants in common, or in other joint ownership
arrangements,
* Securities held by a bank or broker as a nominee
or custodian on your behalf or pledged as collateral
for a loan, and
* Securities owned by a corporation which is
directly or indirectly Controlled by, or under common
Control with, you.
If you are uncertain as to whether you
beneficially own a Security, you should contact the
Compliance Officer. In determining whether you
beneficially own a Security, the Compliance Officer
will generally interpret "Beneficial Ownership" as it
would be interpreted under Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934, as amended.
Prohibited Securities Transactions
Question: What Securities transactions does this
Code of Ethics prohibit?
Answer: The following blackout windows apply to
you and may prohibit you from executing Securities
transactions except at certain times when one of the
Company's series (a "Fund") is trading or considering
trading in Securities:
* No Access Person may purchase or sell, directly or
indirectly, any Security in which such person has, or
by reason of the transaction acquires, any Beneficial
Ownership interest on any day during which such person
knows,
<PAGE>
or should have known at the time of such
transaction, that a Fund has a pending "buy" or "sell"
order in that same Security on that date until such
order is executed or withdrawn.
* No portfolio manager for a Fund (i.e., members of
the Adviser's Institutional Services Committee) may
purchase or sell, directly or indirectly, any Security
in which such person has, or by reason of such
transaction acquires, any direct or indirect Beneficial
Ownership on any day within seven days before or seven
days after the day on which a Fund has executed or
intends to execute a trade in the Security, if such
person knows or should have known at the time of the
purchase or sale of the Fund's trade or intent to
trade, unless such person executes the same transaction
as the Fund (i.e., buy or sell) after execution of the
Fund's transaction in the Security at the same or worse
price as that received by the Fund.
If you are an Access Person (but not a
disinterested director), you also are subject to the
following rules and:
* May not acquire any Securities in an initial
public offering ("IPO") or in a private placement
without prior approval from the Compliance Officer,
after consultation with the President of the Company.
You may use the form attached to this Code as Appendix
5 to request clearance. In deciding whether to grant
your request, the Compliance Officer will consider
certain factors, including without limitation,
applicable federal securities laws, the likelihood of a
Fund buying the Security, whether the Security is
appropriate for a Fund or other clients of the Adviser
and why you have the opportunity to acquire the
Security. If the Compliance Officer grants approval,
the Company is required to maintain a record of any
decision, and the reasons supporting the decision, to
approve the acquisition of these private placement or
IPO Securities.
* May not profit from short-term trading.
Accordingly, you may not profit from purchasing and
selling, or selling and purchasing, the same, or
equivalent, Securities within 60 calendar days unless a
Fund purchases and sells that Security within 60
calendar days and you comply with the blackout period
described above. You will be required to disgorge any
profits realized on short-term trades; provided,
however, that the Compliance Officer, after
consultation with the President of the Company, may
make exceptions to this prohibition on a case-by-case
basis in situations where no abuse is involved, and the
equities strongly support an exception.
* May not receive any gift or other thing of more
than de minimis value from any person or entity that
does business with or on behalf of the Company. This
does not apply to seasonal gifts made generally
available to all
<PAGE>
employees at the Adviser's business
office or to meals and/or entertainment provided in the
ordinary course of business and consistent in cost with
the Adviser's standards for employee expenditures.
* May not serve on the board of directors of any
publicly traded company without prior authorization
from the Company's Board of Directors. The Company's
Board of Directors will authorize your board service if
it determines that board service would be consistent
with the interests of the Company and its shareholders.
If the Company's Board of Directors authorizes your
board service, you will be isolated from those making
investment decisions through a "Chinese wall."
Securities Transactions Not Prohibited
Question: Are there any securities transactions
not prohibited by this Code of Ethics?
Answer: You may engage in the following
transactions without violating this Code. However, you
are still required to report these transactions as
described below.
* Purchases or sales of Securities which are not
eligible for purchase or sale by a Fund and which have
been pre-cleared by the Compliance Officer (such pre-
clearance may be granted from time to time for classes
of Securities,
* Purchases or sales which are non-volitional on the
part of either you or a Fund,
* Purchases which are part of an automatic dividend
reinvestment plan,
* Purchases effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class
of its Securities, to the extent these rights were
acquired from that issuer, and sales of the rights that
were acquired, and
* Purchases or sales which receive the prior
approval of the Compliance Officer, after consultation
with the President of the Company, because (i) they are
only remotely harmful to a Fund, its shareholders and
the Adviser's other clients, (ii) they would be very
unlikely to affect a highly institutional market, or
(iii) they clearly are not related economically to the
Securities to be purchased, sold or held by a Fund.
<PAGE>
Reporting Rules for Disinterested Directors
Question: If I am a Disinterested Director, what
reporting rules apply to me?
Answer: If you are a Disinterested Director, you
are required to complete quarterly transaction reports.
You are also required to acknowledge receipt of this
Code of Ethics and certify annually that you have
complied with this Code of Ethics.
* Quarterly Transaction Reports. Within 10 days
after the end of each calendar quarter, you are
required to provide quarterly transaction reports to
the Compliance Officer even if you have no personal
Securities transactions to report for the quarter. In
these reports, you are required to include information
on certain Securities transactions that occurred during
that quarter and on certain securities accounts you
opened during that quarter.
You are required to include details with
respect to any of your Securities
transactions during that quarter, if at
the time of the transaction, you knew
or, in the ordinary course of fulfilling
your duties as a director of the
Company, should have known that during
the 15-day period immediately before or
after the date of your transaction, a
Fund purchased or sold the Security, or
a Fund or the Adviser was considering
purchasing or selling the Security.
Specifically, the following information
must be reported with respect to any
transaction during the quarter in a
Security in which you had any direct or
indirect Beneficial Ownership:
* The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or disposition),
* The price of the Security at which the transaction
was effected,
* The name of the broker, dealer or bank with or
through which the transaction was effected, and
* The date that the report is being submitted.
In any quarterly transaction report, you
may state that the report shall not be
construed as an admission that you have
any direct or indirect beneficial
ownership in the security to which the
report relates.
Note: Appendix 1 is a form of
quarterly transaction report you
can use to meet these reporting
obligations. Please remember that
you do not need to report specific
transactions unless you knew or
should have
<PAGE>
known the Fund was
buying or selling a Security within
a 15-day window of your trades.
You are also required to include details
with respect to any securities account
opened during that quarter for your
direct or indirect benefit (if you have
any reportable transactions for the
quarter or use the duplicate brokerage
statement reporting procedure).
Specifically, the following information
must be reported with respect to any
such account:
* The name of the broker, dealer or bank where the
account was opened,
* The date the account was established, and
* The date the quarterly report is submitted.
* Acknowledgement of Receipt of Code of Ethics.
Shortly after becoming a director, you must sign an
acknowledgement, attached to this Code as Appendix 4,
to affirm that you have received and will comply with
this Code.
* Compliance with the Code of Ethics. You must
certify annually on the form attached to this Code as
Appendix 6 that:
* You have read and understand this Code and
recognize that you are subject to it, and
* You have complied with the requirements of this
Code and disclosed or reported all personal securities
transactions required to be disclosed or reported
pursuant to this Code.
* Confidentiality. All reports and information
received by the Compliance Officer shall be held in
strictest confidence (subject to regulatory and
fiduciary requirements).
Reporting Rules for Other Access Persons
Question: If I am an Access Person (other than a
Disinterested Director), what reporting rules apply to
me?
Answer: If you are an Access Person (other than
a Disinterested Director), you are required to complete
the same reports as Disinterested Directors. In
addition, you are required to complete initial and
annual holdings reports and periodic statements
(including transaction information) to the Compliance
Officer.
<PAGE>
* Initial Holdings Reports. Within 10 days of
becoming an Access Person, you are required to provide
the Compliance Officer with an initial holdings report.
This report must contain the following information:
* The title, number of shares and principal amount
of each Security in which you had any direct or
indirect Beneficial Ownership when you became an Access
Person,
* The name of any broker, dealer or bank with whom
you maintained an account in which any Securities were
held for your direct or indirect benefit as of the date
you became an Access Person, and
* The date that the report is submitted by you.
Note: Appendix 3 is a form of
initial holdings report you can use
to meet your reporting obligations.
* Quarterly Transaction Reports. Within 10 days
after the end of a calendar quarter, you are required
to provide quarterly transaction reports to the
Compliance Officer even if you have no personal
securities transactions to report for the quarter.
Specifically, the following information
must be reported with respect to any
transaction during the quarter in a
Security in which you had any direct or
indirect Beneficial Ownership:
* The nature of the transaction (i.e., purchase,
sale or any other type of acquisition or disposition),
* The price of the Security at which the transaction
was effected,
* The name of the broker, dealer or bank with or
through which the transaction was effected, and
* The date that the report is being submitted.
Note: Appendix 1 is a form of
quarterly transaction report you
can use to meet your reporting
obligations. Specific transaction
information can be omitted if all
such information can be found in
the duplicate
confirmations/periodic statements
which must be supplied as discussed
below.
You are also required to include details
with respect to any securities account
opened during that quarter for your
direct or indirect benefit.
<PAGE>
Specifically, the following information
must be reported with respect to any
such account:
* The name of the broker, dealer or bank where the
account was opened,
* The date the account was established, and
* The date the quarterly report is submitted.
* Annual Holdings Reports. On an annual basis, you
are required to provide an annual holdings report to
the Compliance Officer that contains certain
information which must be current as of a date no more
than 30 days before the report is submitted. This
report must contain the following information:
* The title, number of shares and principal amount
of each Security in which you had any direct or
indirect Beneficial Ownership,
* The name of any broker, dealer or bank with whom
you maintained an account in which any Securities were
held for your direct or indirect benefit, and
* The date that the report is submitted by you.
Note: Appendix 3 is a form of annual
holdings report you can use to meet
these reporting obligations.
* General Rules Applicable to Initial, Quarterly and
Annual Reports. You are not required to report any
transactions effected for any account over which you
have no direct or indirect influence or Control. In
addition, in any report you may state that the report
shall not be construed as an admission that you have
any direct or indirect Beneficial Ownership in the
Security to which the report relates.
* Duplicate Confirmations; Periodic Statements. You
are required to direct your brokers, dealers or banks
to supply to the Compliance Officer, on a timely basis,
duplicate copies of all personal securities
transactions and copies of periodic statements for all
securities accounts in which you have a Beneficial
Ownership interest. Consultants are not required to
provide copies of periodic statements. To request
duplicate confirmations or periodic statements from
your respective broker, dealer or bank, you may use the
form of letter attached to this Code of Ethics as
Appendix 2. You are responsible for making sure that
your broker does in fact send the Compliance Officer
the duplicate confirmations and the duplicate
statements. The Compliance Officer will maintain these
forms,
<PAGE>
confirmations and statements in strictest
confidence (subject to regulatory and fiduciary
requirements).
For purposes of this Code of Ethics,
"Consultant" means a retired shareholder
of the Adviser who is employed by the
Adviser in a consultant capacity, who is
not involved in the operations of the
Company or in making investment
recommendations with respect to the
Company and who does not have access to
information concerning investments of
the Company.
* Acknowledgement of Receipt of Code of Ethics.
Shortly after becoming an Access Person, you must sign
an acknowledgment, attached to this Code as Appendix 4,
to affirm that you have received and will comply with
this Code.
* Compliance with the Code of Ethics. You must
certify annually on the form attached to this Code as
Appendix 6 that:
* You have read and understand this Code and
recognize that you are subject to it, and
* You have complied with the requirements of this
Code and disclosed or reported all personal securities
transactions required to be disclosed or reported
pursuant to this Code.
Advance Clearance
Question: How do I know if I can engage in a
securities transaction under this Code of Ethics?
Answer: Unless you are a Disinterested Director,
you are required to obtain advance clearance for all
Securities transactions in which you have a Beneficial
Ownership interest. Disinterested Directors are not
required to obtain advance approval of Securities
transactions.
You should submit advance clearance requests in
writing to the Compliance Officer. You may use the
form attached to this Code as Appendix 5, or any other
form approved by the Compliance Officer, to request
clearance. The Compliance Officer may approve or
disapprove your transactions on the grounds of
compliance with this Code or otherwise. The Compliance
Officer will only approve an intended transaction after
determining that the transaction does not fall within
any of the prohibitions in this Code of Ethics. The
Compliance Officer will return one copy of the
clearance request to you showing approval or
disapproval and the Compliance Officer will retain the
original.
If the Compliance Officer authorizes your
transaction, that authorization is effective until the
earlier of:
<PAGE>
* its revocation,
* the close of business on the second trading day
after the authorization is granted (for example, if
authorization is provided on a Monday, it is effective
until the close of business on Wednesday), or
* the time at which you learn that the information
in the clearance request is not accurate.
If you do not place the order for the securities
transaction within that period, you must obtain a new
advance authorization before you can place the
transaction. If the transaction is placed but has not
been executed within two trading days after the day the
authorization is granted (as, for example, in the case
of a limit order), no new authorization is necessary
unless you amend the original order in any way.
Violations
Question: What happens if I violate this Code of
Ethics?
Answer: Upon discovering your violation of this
Code of Ethics, the Board of Directors of the Company
(or the Adviser with respect to its Access Persons) may
impose those sanctions it deems appropriate, including,
among other sanctions, a letter of censure or
suspension, or termination of your employment.
Question: How will the Company's Board of
Directors know about violations of this Code of Ethics?
Answer: The Compliance Officer, in conjunction
with the Company's officers, are required to provide an
annual written report to the Company's Board of
Directors. This report will:
* Describe issues that arose during the past year
under the Code of Ethics, including, but not limited
to:
(i) information about material violations of the Code
and sanctions imposed in response to those material
violations,
(ii) any changes made to the procedures concerning
personal investing, and
(iii) any recommended changes in existing
restrictions or procedures based upon the Company's
experience under its Code, evolving industry practices,
or developments in laws or regulations, and
* Certify that the Company and the Adviser have
adopted procedures reasonably necessary to prevent
Access Persons from violating this Code.
<PAGE>
The Board of Directors will examine this annual
issue and certification report and consider whether it
is necessary to amend this Code as a result.
Other Procedures of the Adviser
Question: What effect does this Code of Ethics
have on the Adviser's other policies and procedures?
Answer: Other policies and procedures of the
Adviser relating to securities transactions, including,
without limitation, policies relating to insider
trading, will remain in full force and effect and will
not be affected by this Code. However, to the extent
there are any inconsistencies between this Code and any
of these other policies, this Code will control.
Amendments
Question: Can this Code of Ethics be amended?
Answer: All material amendments to this Code
must be in writing and must be approved by a majority
of the Board of Directors, including a majority of the
Disinterested Directors, as required by the 1940 Act.
The Board of Directors must approve a material
amendment to this Code within six months of adoption of
the material amendment.
<PAGE>
Appendix 1
THIS REPORT MUST BE SUBMITTED WITHIN 10 DAYS OF QUARTER END
ACCESS PERSON TRANSACTION RECORD for _______________________________
(Name)
FOR CALENDAR QUARTER ENDED _________________________________________
(Date)
I AM REPORTING BELOW ALL TRANSACTIONS REQUIRED TO BE
REPORTED FOR THE QUARTER PURSUANT TO THE AMENDED AND
RESTATED CODE OF ETHICS DATED SEPTEMBER 1, 2000.
----------------------- ------------------------------
(Date) (Access Person's Signature)
I. TRANSACTION REPORTING
Check if applicable: (a) [ ] I had no reportable transactions during this
reporting period because:
[ ] I had no transactions during the quarter; or
[ ] I am a Disinterested Director and at the time
of any transaction (and 15 days before and
after such transaction), I had no knowledge
of any securities being purchased or sold
by the Fund, that any such purchases or
sales were being contemplated by the Fund
or the Adviser or that any of such securities
were on the Buy List or the Monitor List.
Also, I have no reason to believe that I
should have known of any such transactions.
(b) [ ] All transactions required to be reported have
been provided to the Compliance Officer through
duplicate confirmations and statements or are
additionally indicated below.
(c) [ ] The reporting of any transaction below shall
not be construed as an admission that I have any
direct or indirect beneficial ownership in
the subject security.
Transactions
Date Security Interest Maturity # Shares Principal Purchase/ Price Broker
Name Rate Date or Par Amount Sale/Other Name
-------------------------------------------------------------------------------
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(attach additional sheets if necessary)
<PAGE>
II. ACCOUNT REPORTING
Securities Accounts Opened During Quarter
Instruction: The following section must be
completed by all Access Persons (other than
disinterested directors who need not complete this
section if box I(a), on the previous page, is checked).
[ ] I did not open any securities account with any
broker, dealer or bank during the quarter; or
[ ] I opened a securities account with a broker,
dealer or bank during the quarter as indicated below.
Date Account Broker, Dealer or Bank
Was Established Name
-------------------------- ---------------------------
-------------------------- ---------------------------
-------------------------- ---------------------------
-------------------------- ---------------------------
-------------------------- ---------------------------
-------------------------- ---------------------------
REVIEWED: __________________ ____________________________
(Date) (Signature)
FOLLOW-UP ACTION (if any) (attach additional sheet if required)
<PAGE>
Appendix 2
Form of Letter to Broker, Dealer or Bank
<Date>
<Broker, Dealer or Bank Name and Address>
Subject: Account # __________________
Dear _________________:
I am currently affiliated with Badgley Funds,
Inc., a registered investment company, and am an access
person of such company. You are requested to send
duplicate confirmations of individual transactions as
well as duplicate periodic statements for the above-
referenced account to Badgley Funds, Inc. Please
address the confirmations and statements directly to:
Compliance Officer
Badgley Funds, Inc.
1420 Fifth Avenue, Suite 4400
Seattle, Washington 98101
Your cooperation is most appreciated. If you have
any questions regarding these requests, please contact
Lisa P. Guzman of Badgley, Phelps and Bell, Inc. at
(206) 623-6172.
Sincerely,
<Name of Access Person>
cc: ______________________
<PAGE>
Appendix 3
INITIAL AND ANNUAL PERSONAL SECURITIES HOLDINGS
THIS REPORT MUST BE SUBMITTED WITHIN 10 DAYS OF
BECOMING AN ACCESS PERSON AND THEREAFTER ON AN ANNUAL
BASIS.
In accordance with the Code of Ethics, please
provide a list of all securities accounts which you
beneficially own.
(1) Name of Access Person:
(2) If different than (1), name of the person
in whose name the account is held:
(3) Relationship of (2) to (1):
(4) Broker, dealer or bank at which account is
maintained:
(5) Account Number:
(6) Contact person at broker, dealer or bank and phone
number:
(7) For each account, attach the most recent account
statement listing securities in that account. If
you beneficially own securities that are not
listed in an attached account statement, list them
below:
Name of Security # Shares Principal Amount
1._________________________________________________________________________
2._________________________________________________________________________
3._________________________________________________________________________
4._________________________________________________________________________
5._________________________________________________________________________
(Attach separate sheet if necessary)
Check if applicable: [ ] The reporting of any transaction below shall not be
construed as an admission that I have
any direct or indirect beneficial ownership in
the subject security.
[ ] I do not own any securities.
<PAGE>
I certify that this form and the attached
statements (if any) constitute all of the securities
which I beneficially own, including those held in
accounts of my immediate family residing in my
household.
_________________________________
Access Person Signature
Dated:__________________ _________________________________
Print Name
REVIEWED: ________________ _____________________________
(Date) (Signature)
FOLLOW-UP ACTION (if any) (attach additional sheet if required)
<PAGE>
Appendix 4
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received the Amended and
Restated Code of Ethics dated
September 1, 2000, and represent:
1. In accordance with the Code of Ethics, I will
report all securities transactions in which I
have a beneficial interest.
2. I will comply with the Code of Ethics in all
other respects.
____________________________________
Access Person Signature
____________________________________
Print Name
Dated: ______________________
<PAGE>
Appendix 5
ADVANCE PERSONAL TRADING CLEARANCE/REVIEW REQUEST
Background:
The Code of Ethics requires advance clearance for
all securities transactions in which an Access Person
(other than a disinterested director) has a beneficial
ownership interest.
Clearance/Review Request: (form should also be used
also to record trading where clearance is not required,
so as to document non-clearance requirement)
1. Name of Access Person: _______________________________
2. If different than (1), name of person
in whose account the trade will occur: _______________________________
3. Relationship of (2) to (1): _______________________________
4. Name of Security: _______________________________
5. Maximum number of shares or units to
be purchased or sold or amount of bond: _______________________________
6. Check if applicable: Purchase ____ Market Order ____
Sale ____ Limit Order____ (Limit Order Price:______)
To: Compliance Officer From: _________ Date: / / Time: ______
I (or the account in which I have a beneficial ownership
interest) intend to purchase/sell the above-named Security
(on date if other than above: / / ).
I confirm that to the best of my knowledge, the proposed
transaction is in compliance with the Code of Ethics.
Access Person Signature: _____________________
Date: ________________________________________
Concur: ISC Member Signature and Date: ____________________________________
Compliance Officer Signature and Date: _____________________________________
Original to Compliance Officer
Copy to Access Person
<PAGE>
Appendix 6
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE CODE
OF ETHICS
I certify that during the past year:
1. In accordance with the Code of Ethics, I have
reported all reportable securities transactions
in which I have a beneficial interest.
2. I have complied with the Code of Ethics in all
other respects.
_____________________________________
Access Person Signature
_____________________________________
Print Name
Dated: _____________________
<PAGE>
Appendix 7
Badgley Funds, Inc.
and
Badgley, Phelps and Bell, Inc.
List of Access Persons
Name Status Date Added/Deleted from List
