BADGLEY FUNDS, INC.
Supplement to Statement of Additional Information dated June 24, 1998
and Supplement dated October 6, 1998
The Adviser has agreed to waive its fee and/or
reimburse the Funds' other expenses to the extent
necessary to ensure that the Growth Fund's total
operating expenses do not exceed 1.50% of its average
daily net assets and that the Balanced Fund's total
operating expenses do not exceed 1.30% of its average
daily net assets until May 31, 2000. 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.
This information supplements and, to the extent
applicable, supersedes the information contained on
page 22 of the Statement of Additional Information.
This Supplement should be retained with your Statement
of Additional Information for future reference.
The date of this Statement of Additional Information Supplement
is July 1, 1999.
