FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT BETWEEN FIRSTAR MUTUAL FUND SERVICES, LLC AND BADGLEY FUNDS, INC. WHEREAS, the above parties have entered into an Agreement dated June 23, 1998 where Firstar Mutual Fund Services, LLC...

                FIRST AMENDMENT TO THE
        FUND ADMINISTRATION SERVICING AGREEMENT
       BETWEEN FIRSTAR MUTUAL FUND SERVICES, LLC
                AND BADGLEY FUNDS, INC.


WHEREAS, the above parties have entered into an
Agreement dated June 23, 1998 where Firstar Mutual Fund
Services, LLC (hereinafter referred to as "FMFS") has
agreed to provide fund administration services to
Badgley Funds, Inc. (hereinafter referred to as the
"Company"); and

WHEREAS, the parties would like to further clarify the
responsibilities of FMFS and the Company as it relates
to the above referenced Agreement;

NOW THEREFORE, the Company and FMFS agree to amend
section 2.B.1.a.4 as follows:

FMFS will not perform code of ethics monitoring for the
Company.  All code of ethics monitoring will be
performed by the Company's Adviser, Badgley, Xxxxxx and
Xxxx, Inc.

Dated this eleventh day of August, 2000.


BADGLEY FUNDS, INC.             FIRSTAR MUTUAL FUND
                                SERVICES, LLC

By:  /s/  Xxxxx X. Xxxxx        By:  /s/  Xxxxxx Xxxxxxxxx
    --------------------------      -----------------------
     Xxxxx X. Xxxxx, President      Xxxxxx Xxxxxxxxx

Attest:  /s/  Xxxx X. Xxxxxx     Attest:  /s/  Xxxxxxx Xxxxxx, Xx.
        ----------------------           --------------------------
        Xxxx X. Xxxxxx,                   Xxxxxxx Xxxxxx, Xx.
        Secretary & Treasurer