BADGLEY FUNDS, INC.

               AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

         THIS AMENDMENT dated as of January 1, 2002 to the Transfer Agent
Servicing Agreement dated as of June 1, 1998, by and between Badgley Funds,
Inc., a Maryland corporation, and Firstar Mutual Fund Services, LLC, a Wisconsin
limited liability company, shall be as follows:

         Effective January 1, 2002, the name Firstar Mutual Fund Services, LLC
has been changed to U.S. Bancorp Fund Services, LLC. Accordingly, all references
to Firstar Mutual Fund Services, LLC in this Agreement should be replaced with
U.S. Bancorp Fund Services, LLC. Similarly, any references to Firstar Bank, N.A.
should be replaced with U.S. Bank, N.A.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.

BADGLEY FUNDS, INC.                            U.S. BANCORP FUND SERVICES, LLC


By: /s/ Lisa P. Guzman                         By:  /s/ Joseph Neuberger
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