0001137439-12-000272 Sample Contracts

Jacob Funds Inc. Form of Amended and Restated Fee Waiver Agreement
Waiver Agreement • August 30th, 2012 • Jacob Funds Inc.

This agreement is made effective as of the [ ] day of [ ], 2012 by and between Jacob Funds Inc., a Maryland corporation, on behalf of the Jacob Small Cap Growth Fund series (the “Fund”), and Jacob Asset Management of New York LLC, a Delaware limited liability company (the “Adviser”).

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Jacob Funds Inc. Form of Amended and Restated Fee Waiver Agreement
Waiver Agreement • August 30th, 2012 • Jacob Funds Inc.

This agreement is made effective as of [ ] day of [ ], 2012 by and between Jacob Funds Inc., a Maryland corporation, on behalf of the Jacob Internet Fund (the “Fund”), and Jacob Asset Management of New York LLC, a Delaware limited liability company (the “Adviser”).

FORM OF FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 30th, 2012 • Jacob Funds Inc.

THIS FIRST AMENDMENT dated as of the [ ] day of [ ], 2012, to the Investment Advisory Agreement dated as of February 1, 2010 (the “Agreement”), is entered into by and among Jacob Funds Inc., a Maryland corporation (the “Corporation”), and Jacob Asset Management of New York LLC, a New York limited liability company (the “Adviser”).

Jacob Funds Inc. Form of Amended and Restated Fee Waiver Agreement
Waiver Agreement • August 30th, 2012 • Jacob Funds Inc.

This agreement is made effective as of [ ] day of [ ], 2012, by and between Jacob Funds Inc., a Maryland corporation, on behalf of the Jacob Wisdom Fund (the “Fund”), and Jacob Asset Management of New York LLC, a Delaware limited liability company (the “Adviser”).

FORM OF AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 30th, 2012 • Jacob Funds Inc.

THIS AMENDMENT dated as of the [ ] day of [ ], 2012, to the Transfer Agent Servicing Agreement, dated August 27, 1999, as amended January 1, 2002, April 12, 2002, July 24, 2002, October 1, 2003, August 28, 2006, and January 29, 2010 (the “Agreement”), is entered into by and between JACOB FUNDS INC. f/k/a JACOB INTERNET FUND INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FORM OF AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Jacob Funds Inc. • August 30th, 2012

THIS AMENDMENT dated as of the [ ] day of [ ], 2012, to the Amended and Restated Custody Agreement dated as of January 29, 2010 (the “Agreement”), is entered into by and among Jacob Funds Inc., a Maryland corporation (the “Corporation”) and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America.

FORM OF THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • August 30th, 2012 • Jacob Funds Inc.

THIS SECOND AMENDMENT dated as of the [ ] day of [ ], 2012, to the Fund Accounting Servicing Agreement, amended and restated as of March 27, 2006, as amended August 28, 2006, and January 29, 2010 (the “Agreement”), is entered into by and between JACOB FUNDS INC. f/k/a JACOB INTERNET FUND INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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