ADDITION OF THE KOPP EMERGING GROWTH FUND CLASS C SHARES TO THE FULFILLMENT SERVICING AGREEMENT Between KOPP FUNDS, INC. and FIRSTAR MUTUAL FUND SERVICES, LLC Dated October 1, 1997

                    ADDITION OF THE
       XXXX EMERGING GROWTH FUND CLASS C SHARES
                        TO THE
            FULFILLMENT SERVICING AGREEMENT
                        Between
                   XXXX FUNDS, INC.
                          and
           FIRSTAR MUTUAL FUND SERVICES, LLC
                 Dated October 1, 1997


WHEREAS, the above parties have entered into a
Fulfillment Servicing Agreement (the "Agreement")
whereby Firstar Mutual Fund Services ("FMFS") has
agreed to provide fulfillment services to Xxxx Funds,
Inc. (the "Corporation"); and

WHEREAS, the parties would like to add Xxxx Emerging
Growth Fund Class C Shares ("Class C") to the
Agreement;

NOW THEREFORE, the Corporation and FMFS agree to add
Class C to the Agreement and compensation for the
addition of Class C is detailed on the following
schedule.

Dated this 31st day of December, 1998.


XXXX FUNDS, INC.              FIRSTAR MUTUAL FUND SERVICES
 

BY:  /s/ Xxxxxxxx Xxxxxxxxx   BY:  /s/ Xxx Xxxxxxxxx

            Literature Fulfillment Services
                  Annual Fee Schedule
                           
                           
                           
                           
          Separate Series of Xxxx Funds, Inc.
                           
                           
           Name of Series               Date Added

        Emerging Growth Fund
             Class A                    October 1, 1997
             Class I                    October 1, 1997
             Class C                    December 31, 1998


Customer Service
           State registration compliance edits
           Literature database
           Record prospect request and profile
           Prospect servicing 8:00 am to 7:00 pm CT
           Recording and transcription of requests received off-hours
           Periodic reporting of leads to client
           Service Fee:   $0.99 / minute
                          $100 / month minimum
                          $780 one-time setup


Assembly and Distribution of Literature Requests
           Generate customized prospect letters
           Assembly and insertion of literature items
           Inventory tracking
           Inventory storage, reporting
           Periodic reporting of leads by state, items requested, market source
           Service Fee:   $0.45 / lead-insertion of up to 4 items/lead
                          $0.15 / additional inserts


Fees and out-of-pocket expenses are billed to fund
monthly.