KOPP FUNDS, INC. SECOND AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT

Exhibit d.3

XXXX FUNDS, INC.

SECOND AMENDMENT

TO THE

INVESTMENT ADVISORY AGREEMENT

THIS SECOND AMENDMENT, dated as of September 30, 2003, to the Investment Advisory Agreement dated as of October 1, 1997, as amended (the “Agreement”), by and between Xxxx Funds, Inc. and Xxxx Investment Advisors, Inc., each a Minnesota corporation, shall be as follows:

Effective September 30, 2003, Xxxx Investment Advisors, Inc., a Minnesota corporation, merged with and into Xxxx Investment Advisors LLC, a Minnesota limited liability company.  As a result, Xxxx Investment Advisors LLC succeeded to all the rights and assumed all of the liabilities of Xxxx Investment Advisors, Inc.  Accordingly, as of the date hereof, Xxxx Investment Advisors LLC will be the successor party to Xxxx Investment Advisors, Inc. under the Agreement.

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

The Corporation:

The Advisor:

XXXX FUNDS, INC.

XXXX INVESTMENT ADVISORS LLC

By: /s/ X.X. Xxxx

By:/s/ X.X. Xxxx

Attest: /s/ K.S. Xxxxxxxxx

Attest: /s/ K.S. Xxxxxxxxx