Exhibit No. EX-99.d

INVESTMENT ADVISORY AGREEMENT

JACOB INTERNET FUND INC.

1675 Broadway
New York, New York 10019

November 26, 1999

Jacob Asset Management LLC
1675 Broadway
New York, New York 10019

Gentlemen:

We herewith confirm our agreement with you as follows:

1. We propose to engage in the business of investing and reinvesting the assets of Jacob Internet Fund Inc. (the "Fund"), in securities of the type, and in accordance with the limitations, specified in our Articles of Incorporation, By-Laws and Registration Statement filed with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act") and the Securities Act of 1933, including the Prospectus forming a part thereof (the "Registration Statement"), all as from time to time in effect, and in such manner and to such extent as may from time to time be authorized by the Fund's Board of Directors. We enclose copies of the documents listed above and will furnish you such amendments thereto as may be made from time to time.

2. (a) We hereby employ you to manage the investment and reinvestment of our assets as above specified, and, without limiting the generality of the foregoing, to provide the management and other services specified below.

(b) Subject to the general control of the Fund's Board of Directors, you will make decisions with respect to all purchases and sales of our portfolio securities. To carry out such decisions, you are hereby authorized, as our agent and attorney-in-fact, for our account and at our risk and in our name, to place orders for the investment and reinvestment of our assets. In all purchases, sales and other transactions in our portfolio securities you are authorized to exercise full discretion and act for us in the same manner and with the same force and effect as our corporation itself might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. In furtherance of such and subject to applicable law and procedures adopted by the Fund's Board of Directors, you may
(i) pay commissions to brokers other than yourself which are higher than such that might be charged by another qualified broker to obtain brokerage and/or research services considered by you to be useful or desirable for your investment management of the Fund and/or other advisory accounts of

yours and any investment advisor affiliated with you; and (ii) consider the sales of shares of the Fund by brokers including your affiliates as a factor in your selection of brokers for portfolio transactions.

(c) You will report to the Fund's Board of Directors at each meeting thereof all changes in the Fund since your prior report, and will also keep us in touch with important developments affecting the Fund and, on your own initiative, will furnish us from time to time with such information as you may believe appropriate for this purpose, whether concerning the individual entities whose securities are included in the Fund the activities in which such entities engage, Federal income tax policies applicable to our investments, or the conditions prevailing in the economy generally. You will also furnish us with such statistical and analytical information with respect to our portfolio securities as you may believe appropriate or as we may reasonably request. In making such purchases and sales of our portfolio securities, you will comply with the policies set from time to time by the Fund's Board of Directors as well as the limitations imposed by our Articles of Incorporation, the provisions of the Internal Revenue Code relating to regulated investment companies and the 1940 Act, and the limitations contained in our Registration Statement.

(d) It is understood that you may from time to time employ, subcontract with or otherwise associate yourself with, entirely at your expense, such persons as you believe to be particularly fitted to assist you in the execution of your duties hereunder.

(e) You or your affiliates will also provide supervisory personnel who will be responsible for supervising and monitoring the performance of our Administrator in connection with its duties under our Administrative Services Agreement. Such personnel may be your employees or employees of your affiliates or of other organizations. It is understood that we have retained, at our expense, the Administrator to perform the operational components of the functions and services listed herein.

(f) You or your affiliates will also furnish us such additional administrative supervision and such office facilities as you may believe appropriate subject to the requirements of any regulatory authority to which you may be subject. We will reimburse you for all of our operating costs incurred by you, including rent, depreciation of equipment and facilities, interest and amortization of loans financing equipment used by us and all the expenses incurred to conduct our affairs. The amounts of such reimbursements shall from time-to-time be agreed upon between us.

3. We agree, subject to the limitations described below, to be responsible for, and hereby assume the obligation for payment of, all our expenses including: (a) brokerage and commission expenses; (b) foreign, federal, state or local taxes, including issuance and transfer taxes incurred by or levied on us; (c) commitment fees, certain insurance premiums and membership fees and dues in investment company organizations; (d) interest charges on borrowings; (e) charges and expenses of our custodian; (f) charges and expenses relating to the issuance, redemption, transfer and dividend disbursing functions for us; (g) telecommunications expenses; (h) recurring and non-recurring legal, accounting and recordkeeping expenses; (i) costs of organizing and

maintaining the Fund's existence as a corporation; (j) compensation, including directors' fees, of any of our directors, officers or employees who are not your officers or employees or those of the Administrator or their affiliates, and costs of other personnel providing administrative and clerical services to us;
(k) costs of providing shareholders' services, including charges and expenses of persons providing confirmations of transactions in the Fund's shares, periodic statements to shareholders and recordkeeping services, and costs of shareholders' reports, proxy solicitations, and corporate meetings; (l) fees and expenses of registering our shares under the appropriate federal securities laws and of qualifying our shares under applicable state securities laws, including expenses attendant upon the initial registration and qualification of these shares and attendant upon renewals of, or amendment to, those registrations and qualifications; (m) expenses of preparing, printing and delivering the initial registration statement and of preparing, printing and delivering the Prospectus to existing shareholders and of printing shareholder application forms for shareholder accounts; (n) fees and expenses payable to the Adviser, Distributor, Administrator, custodian, transfer agent and dividend agent; and (o) any other distribution or promotional expenses contemplated by an effective plan adopted by us pursuant to Rule 12b-1 under the 1940 Act.

4. We will expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you will not be liable hereunder for any mistake of judgment or for any other cause, provided that nothing herein shall protect you against any liability to us or to our security holders by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.

5. (a) In consideration of the foregoing we will pay you an annual fee equal to 1.25% of the Fund's annual average daily net assets. Your fee will be accrued by us daily, and will be payable on the last day of each calendar month for services performed hereunder during that month or on such other schedules as you shall request of us in writing. You may waive your right to any fee to which you are entitled hereunder, provided such waiver is delivered to us in writing. Any reimbursement of our expenses, to which we may become entitled pursuant to the last sentence of paragraph 3 hereof, will be paid to us at the end of the month for which those expenses are accrued, at the same time as we pay you your fee. You may from time to time and for such periods as you deem appropriate, or for such time and to the extent agreed on Exhibit A, waive your fee and/or assume expenses for the Fund (including initial organizational costs); provided, however that with respect to any agreement set forth on Exhibit A you shall be entitled to recoup such amounts for a period of up to three (3) years from the date such fee was waived or such amount assumed.

(b) Pursuant to the Fund's Distribution and Service Plan and the Shareholder Servicing Agreement, you will also act as a shareholder servicing agent for the Fund pursuant to which the Fund is permitted to pay you a maximum of 0.25% per annum of the Fund's average daily net assets to compensate you for providing shareholder services and to permit you to compensate banks, broker-dealers, savings and loans and other financial institutions (the Adviser, with such other institutions, each a "Shareholder Servicing Agent") whose clients are Fund shareholders for providing

shareholder services. Further, pursuant to the Fund's Distribution and Service Plan and the Distribution Agreement, the Distributor will receive a distribution fee to compensate the Distributor for providing distribution assistance or for arranging for others to provide distribution assistance with respect to sales of our shares. In addition, you may use the advisory fee for distribution of our shares and for servicing purposes including defraying the costs of performing shareholder servicing functions on behalf of the Fund and to compensate others with whom you may have entered into a written agreement for performing shareholder servicing functions on behalf of the Fund. To the extent that you or your affiliates directly may make payments to other third parties who render shareholder support services or distribution assistance and that such payments may be deemed indirect financing of an activity primarily intended to result in the sale of shares of the Fund within the context of Rule 12b-1 under the 1940 Act (the "Rule"), then such payments by you shall be deemed to be authorized under the Fund's Distribution and Service Plan adopted pursuant to the Rule. You will, in your sole discretion, determine the amount of such payments and may from time to time in your sole discretion increase or decrease the amount of such payments; provided, however, that no such payment will increase the amount the Fund is required to pay you or any person under this Agreement or any agreement. Any payments made by you for such purposes are subject to compliance with the terms of written agreements in a form satisfactory to the Fund's Board of Directors to be entered into by you and the participating organization.

6. This Agreement will become effective on November 26, 1999 and shall continue in effect until October 31, 2001 and thereafter for successive twelve-month periods (computed from each November 1), provided that such continuation is specifically approved at least annually by the Fund's Board of Directors or by a majority vote of the holders of the Fund's outstanding voting securities, as defined in the 1940 Act, and, in either case, by a majority of those of the Fund's Directors who are neither party to this Agreement nor, other than by their service as Directors of the Fund, interested persons, as defined in the 1940 Act, of any such person who is party to this Agreement. Upon the effectiveness of this Agreement, it shall supersede all previous Agreements between us covering the subject matter hereof. This Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Fund's outstanding voting securities, as defined in the 1940 Act, or by a vote of a majority of the entire Board of Directors, on sixty days' written notice to you, or by you on sixty days' written notice to us.

7. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by you and this Agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge by you. The terms "transfer", "assignment" and "sale" as used in this paragraph shall have the meanings ascribed thereto by governing law and in applicable rules or regulations of the Securities and Exchange Commission.

8. (a) Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your officers, directors or employees who may also be a director, officer or employee of ours, or of a person affiliated with us, as defined in the 1940 Act, to engage in any other business or to devote time and attention to the management or other aspects

of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.

(b) The Fund understands that you and your affiliates and employees, as well as their agents privy to the transactions made in the Fund's account, may, subject to the Fund's and to your Code of Ethics, purchase and sell investments for either your or their own account, which investments may include the same investments that the Fund's account is purchasing or selling; provided, however, that no purchase or sale by you, or any of your affiliates, agents or employees, or any of their agents privy to the transactions made in the Fund's account, will be made in a manner which would result in any detriment to the Fund, and such persons shall always keep the interests of the Fund first in effecting any such transaction.

If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

JACOB INTERNET FUND INC.

By: /s/ Francis J. Alexander
    -----------------------------------
    Name: Francis J. Alexander
    Title: Secretary

ACCEPTED:

JACOB ASSET MANAGEMENT LLC

By: /s/ Ryan Jacob
    ----------------------------------
   Name: Ryan Jacob
   Title: Chairman

Exhibit A

The Adviser hereby agrees that until August 31, 2000, the Adviser will waive its fees and/or reimburse the Fund's operating expenses to the extent necessary to ensure that the Fund's total operating expenses (on an annual basis) do not exceed 2.00% of its average daily net assets, subject to possible later recoupment as provided in Section 5(a) of this Agreement.

Executed as of this 20th day of September, 1999.

Jacob Asset Management LLC

By: /s/ Ryan Jacob
    -----------------------------------

Jacob Internet Fund Inc.

By: /s/ Francis J. Alexander
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Exhibit No. EX-99.e

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made and entered into as of the 1st day of November, 2003, by and among Jacob Internet Fund Inc., a Maryland corporation (the "Corporation"), Jacob Asset Management of New York LLC, a New York limited liability company (the "Adviser") and Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor").

WHEREAS, the Corporation is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company, and is authorized to issue shares of common stock ("Shares") in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Adviser serves as the investment adviser for the Corporation and is duly registered under the Investment Advisers Act of 1940, as amended, and any applicable state securities laws, as an investment adviser;

WHEREAS, the Corporation desires to retain the Distributor as principal underwriter and distributor in connection with the offering and sale of the Shares of each series listed on Exhibit A hereto (as amended from time to time) (each a "Fund," and collectively the "Funds");

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of the National Association of Securities Dealers, Inc. (the "NASD");

WHEREAS, the Bank Secrecy Act of 1970 and Title III of the USA PATRIOT Act of 2001 (the "USA Patriot Act") and the implementing regulations thereunder require certain financial institutions, such as the Company and the Distributor, to develop and implement anti-money laundering and customer identification programs (the "AML Rules");

WHEREAS, the NASD, Inc. has adopted Rule 3011 that requires NASD members to implement anti-money laundering procedures, which are consistent with the AML Rules.

WHEREAS, this Agreement has been approved by a vote of the Corporation's board of directors ("Board") and its disinterested directors who are not parties to this Agreement or interested persons of any party to this Agreement in conformity with Section 15(c) of the 1940 Act; and

WHEREAS, the Distributor is willing to act as principal underwriter and distributor for the Corporation on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Appointment of Quasar as Principal Underwriter and Distributor

The Corporation hereby appoints the Distributor as its agent to act as principal underwriter in connection with the sale and distribution of Shares of the Funds, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement.

2. Services, Duties and Representations of the Distributor

A. The Distributor agrees to sell Shares of the Funds on a best efforts basis as agent for the Corporation during the term of this Agreement, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term "Prospectus" shall mean the current prospectus, including the statement of additional information, as amended or supplemented, relating to the Funds and included in the currently effective registration statement or post-effective amendment thereto (the "Registration Statement") of the Corporation under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act.

B. During the continuous public offering of Shares of the Funds, the Distributor will hold itself available to receive orders for the purchase and redemption of Shares of the Funds and will accept such orders on behalf of the Corporation, provided the orders are in satisfactory form as described in the Prospectus. Such orders shall be deemed effective at the time and in the manner set forth in the Prospectus.

C. The Distributor, with the operational assistance of the Corporation's transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation's Fund/SERV System.

D. In connection with all matters relating to this Agreement, the Distributor agrees to act in conformity with the Corporation's Articles of Incorporation and By-Laws, as each may be amended or supplemented, and with the instructions of the Board and to comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or state laws and regulations. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Corporation.

E. Distributor agrees to cooperate with the Corporation in the development of all proposed advertisements and sales literature relating to the Funds. The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Corporation any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.

F. The Distributor agrees to act as agent for the Corporation to receive and transmit promptly, to the Corporation's transfer agent, shareholder requests for purchase and redemption of Shares.

G. The Distributor agrees to cooperate with the Corporation and the Adviser to negotiate and enter into selling or servicing agreements with such qualified broker-dealers, financial institutions, third-party administrators, financial advisers, or other counterparties as the Corporation or Adviser may determine, in order that such counterparties also may sell or facilitate sales of Shares of the Funds. The form of any agreement shall be mutually agreed upon and approved by the Corporation and the Distributor.

H. The Distributor shall devote its best efforts to effect sales of Shares of the Funds but shall not be obligated to sell any certain number of Shares.

I. The Distributor shall prepare or participate in the preparation of reports for the Corporation's Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, and shall prepare reports regarding the use of 12b-1 payments received by the Distributor, if any, on at least a quarterly basis.

J. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. The Corporation recognizes that from time to time officers and employees of the Distributor may serve as directors, trustees, officers and employees of other entities (including investment companies), that such other entities may include the name of the Distributor as part of their name and that the Distributor or its affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities. The Corporation reserves the right to directly (1) issue Shares in connection with a merger, consolidation, or recapitalization of the Corporation or any Fund(s); (2) issue additional Shares to holders of Shares; or (3) issue Shares in connection with any offer of exchange permitted by Section 11 of the 1940 Act.

K. The Distributor shall at all times during the term of this Agreement remain registered as a broker-dealer under the 1934 Act and with all 50 states, and shall also remain a member in good standing of the NASD. The Distributor shall immediately notify the Corporation in writing in the event of any investigation by a governmental or regulatory agency that is likely to affect such registrations or membership, or if it receives written notification that such registrations or membership has been temporarily or permanently suspended, limited or terminated.

L. The Distributor represents and warrants that this Agreement has been duly authorized by all necessary action by the Distributor under the 1934 Act and any other applicable federal or state laws or regulations.

3. Duties and Representations of the Corporation

A. The Corporation represents that it is duly organized and in good standing under the law of its jurisdiction of incorporation and registered as an open-end management investment company under the 1940 Act. The Corporation agrees that it will act in material conformity with its Articles of Incorporation, By-Laws, its Registration Statement as may be amended from time to time and resolutions and other instructions of its Board. The Corporation agrees to comply in all material respects with the 1933 Act, the 1940 Act, and all other applicable federal and state laws and regulations. The Corporation represents and warrants that this Agreement has been duly authorized

by all necessary action by the Corporation under the 1940 Act, state law and the Corporation's Articles of Incorporation and By-Laws.

B. The Corporation, or its agent, shall take or cause to be taken all necessary action to register Shares of the Funds under the 1933 Act and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Corporation authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.

C. The Corporation represents and agrees that all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable. The Corporation further agrees that it shall have the right to suspend the sale of Shares of any Fund at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of any Fund at any time permitted by the 1940 Act or the rules of the Securities and Exchange Commission ("SEC"). The Corporation shall advise the Distributor promptly of any such determination.

D. The Corporation agrees to advise the Distributor promptly in writing:

(i) of any material correspondence or other communication by the SEC or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;

(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;

(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; and

(iv) of all actions that may relate to the continued availability of the Shares for sale by the Funds, taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC.

E. The Corporation shall file such reports and other documents as may be required under applicable federal and state laws and regulations. The Corporation shall notify the Distributor in writing of the states in which the Shares may be sold and notify the Distributor in writing of any changes to such information.

F. The Corporation agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

G. The Corporation shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Corporation shall provide to the Distributor from time to time

copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, copies of any audited financial statements prepared for the Corporation by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Corporation shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor if each such filing is separately requested by the Distributor within one business day of any such filings. The Corporation represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.

H. The Corporation represents and warrants that its Registration Statement and any advertisements and sales literature of the Corporation (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.

4. Anti-Money Laundering Procedures

A. The parties acknowledge that compliance with the anti-money laundering programs, when fully and properly implemented and enforced by each party, are critical to preventing the Company from being used for money laundering purposes or for the financing of terrorist activities, and that the Company is primarily relying on service providers, including the Distributor, to implement procedures consistent with such service provider's contractual obligations that are reasonably designed to detect and deter money laundering activity that may occur within the Company.

B. In accordance with the above representations, the Distributor agrees to maintain, and shall cause any agents or representatives of the Distributor used to perform services under the Agreement to maintain, an anti-money laundering program that complies with applicable AML Rules ("AML Program").

C. The Distributor acknowledges that the Company will not have access to detailed information about the beneficial owners of the Company's shares. Accordingly, to the extent that the Distributor knows or reasonably should know of: (i) suspected money laundering activity in connection with the Company; (ii) violations of the AML Rules in connection with the Company; (iii) any reports received by the Distributor from any federal regulator(s) pertaining to material non-compliance with the AML Rules in connection with the Company; and (iv) any action taken in response to (i) through (iii), the Distributor agrees to provide prompt written notification to the Company.

D. Each party agrees not disclose to any third party, other than a federal law enforcement or regulatory agency, or the Company's investment manager, any information pertaining to suspected money-laundering activity that either party may provide to the other party or to any federal or state law enforcement or regulatory agency.

5. Compensation

As compensation for the services performed and the expenses assumed by the Distributor under this Agreement, Distributor shall be entitled to the fees and expenses set forth in Exhibit B hereto which are payable promptly after the last day of each month. Such fees and expenses shall be paid to Distributor by the Corporation from Rule 12b-1 fees payable by the appropriate Fund or, if Rule 12b-1 fees are not sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if the Adviser otherwise determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay the Distributor, the Adviser shall be responsible for the payment of the amount of such fees not covered by Rule 12b-1 payments.

6. Expenses

A. The Corporation shall bear all costs and expenses in connection with registration of the Shares with the SEC and related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders of its Funds, including but not limited to (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses and amendments thereto, as well as related advertising and sales literature, (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders of the Funds; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Corporation pursuant to Section 3(E) hereof.

B. The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.

7. Indemnification

A. The Corporation shall indemnify, defend and hold the Distributor, and each of its present or former members, officers, employees, representatives and any person who controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all losses, claims, demands, liabilities, damages and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (hereinafter, collectively, "Losses") which the Distributor, each of its present and former members, officers, employees or representatives or any such controlling person, may incur under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or based upon: the Corporation's failure to adhere to its obligations hereunder; or, in connection with the Corporation's performance of its duties hereunder, based upon the Corporation's violation or alleged violation of any rule of the NASD, SEC, or any jurisdiction wherein Shares of the Funds are sold; or arising out of or based upon the Corporation's willful misfeasance, bad faith or negligence in the performance of its duties hereunder; any untrue statement, or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, as from time to time amended or supplemented, or in any annual or interim report to shareholders, or in any advertisement or sales literature, or arising out of

or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Corporation's obligation to indemnify the Distributor and any of the foregoing indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any such advertisement or sales literature in reliance upon and in conformity with information relating to the Distributor and furnished to the Corporation or its counsel by the Distributor in writing and acknowledging the purpose of its use for the purpose of, and used in, the preparation thereof. The Corporation's agreement to indemnify the Distributor, and any of the foregoing indemnitees, as the case may be, with respect to any action, is expressly conditioned upon the Corporation being notified of such action or claim of loss brought against the Distributor, or any of the foregoing indemnitees, within a reasonable time after the summons or other first legal process or other communication giving information of the nature of the claim shall have been served upon the Distributor, or such person, unless the failure to give notice does not prejudice the Corporation. Such notification shall be given by letter or by telegram addressed to the Corporation's President, but the failure so to notify the Corporation of any such action shall not relieve the Corporation from any liability which the Corporation may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Corporation's indemnity agreement contained in this Section 6(A).

B. The Corporation shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Corporation elects to assume the defense, such defense shall be conducted by counsel chosen by the Corporation and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Corporation elects to assume the defense of any such suit and retain such counsel, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Corporation does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Corporation or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Corporation and the Distributor, and each of its present or former members, officers, employees, representatives or any controlling person, the Corporation will reimburse the indemnified person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Distributor and them. The Corporation's indemnification agreement contained in Sections 6(A) and 6(B) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, and each of its present or former members, officers, employees, representatives or any controlling person, and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the Distributor's benefit, to the benefit of each of its present or former members, officers, employees or representatives or to the benefit of any controlling persons and their successors. The Corporation agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Corporation or any of its officers or directors in connection with the issue and sale of any of the Shares.

C. The Corporation shall advance attorney's fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 6 to the maximum extent permissible under applicable law.

D. The Distributor shall indemnify, defend and hold the Corporation, and each of its present or former directors, officers, employees, representatives, and any person who controls or previously controlled the Corporation within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all Losses which the Corporation, and each of its present or former directors, officers, employees, representatives, or any such controlling person, may incur under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or based upon: Distributor's failure to adhere to its obligations hereunder; or, in connection with Distributor's performance of its duties hereunder, based upon Distributor's violation or alleged violation of any rule of the NASD, SEC, or any jurisdiction wherein Shares of the Funds are sold; or arising out of or based upon the Distributor's willful misfeasance, bad faith or negligence in the performance of its duties hereunder; or arising out of or based upon any untrue, or alleged untrue, statement of a material fact contained in the Corporation's Registration Statement or any Prospectus, as from time to time amended or supplemented, or arising out of or based upon the omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, but only if such statement or omission was made in reliance upon, and in conformity with, written information relating to the Distributor and furnished to the Corporation or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Distributor's agreement to indemnify the Corporation, and any of the foregoing indemnitees, is expressly conditioned upon the Distributor's being notified of any action or claim of loss brought against the Corporation, and any of the foregoing indemnitees, such notification to be given by letter or telegram addressed to the Distributor's President, within a reasonable time after the summons or other first legal process or other communication giving information of the nature of the claim shall have been served upon the Corporation or such person unless the failure to give notice does not prejudice the Distributor, but the failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor's indemnity agreement contained in this Section 6(D).

E. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Corporation, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Corporation does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Corporation and the Distributor, and each of its present or former members, officers, employees, representatives or any controlling person, the Distributor will reimburse the indemnified person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Corporation and them. The Distributor's indemnification agreement contained in Sections 6(D) and (E) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Corporation, and each of its present or former directors, officers, employees, representatives or any controlling person, and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to the Corporation's benefit, to the benefit of each of its present or former directors, officers, employees or representatives or to the benefit of any controlling persons

and their successors. The Distributor agrees promptly to notify the Corporation of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the issue and sale of any of the Shares.

F. No person shall be obligated to provide indemnification under this
Section 6 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of the NASD; provided, however, in such event indemnification shall be provided under this Section 6 to the maximum extent so permissible.

8. Obligations of the Corporation

This Agreement is executed by and on behalf of the Corporation and the obligations of the Corporation hereunder are not binding upon any of the directors, officers or shareholders of the Corporation individually but are binding only upon the Corporation and with respect to the Funds to which such obligations pertain.

9. Governing Law

This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

10. Duration and Termination

A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for one year from the date hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by (i) the Corporation's Board or (ii) the vote of a "majority of the outstanding voting securities" of a Fund, and provided that in either event the continuance is also approved by a majority of the Corporation's Board who are not parties to this Agreement or interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon no less than 60 days written notice, by either the Corporation through a vote of a majority of the members of the Board or by vote of a "majority of the outstanding voting securities" of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Corporation. If required under the 1940 Act, any such amendment must be approved by the Corporation's Board, including a majority of the Corporation's Board who are not parties to this Agreement or interested persons of any party to this Agreement, by vote cast in person at a meeting for the purpose of voting

on such amendment. In the event that such amendment affects the Adviser, the written instrument shall also be signed by the Adviser. This Agreement will automatically terminate in the event of its assignment.

11. Confidentiality

The Distributor agrees on behalf of its employees to treat all records relative to the Corporation and prior, present or potential shareholders of the Corporation as confidential, and not to use such records for any purpose other than performance of the Distributor's responsibilities and duties under this Agreement, except after notification and prior approval by the Corporation, which approval shall not be unreasonably withheld, and may not be withheld where the Distributor may be exposed to civil or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, when subject to governmental or regulatory audit or investigation, or when so requested by the Corporation. Records and information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives shall not be subject to this paragraph.

12. Miscellaneous

The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person," and "assignment" shall have the same meaning as such terms have in the 1940 Act. In accordance with Section 248.11 of Regulation S-P ( 17 CFR 248.1-248.30), the Distributor will not directly or indirectly through an affiliate, disclose any non-public personal information, as defined in Regulation S-P, received from the Corporation or any Fund regarding any shareholder, to any person that is not affiliated with the Corporation or any Fund or with the Distributor and, provided that, any such information disclosed to an affiliate of the Distributor shall be under the same limitations on non-disclosure.

13. Notices

Any notice required or permitted to be given by any party to the others shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service or 3 days after sent by registered or certified mail, postage prepaid, return receipt requested or on the date sent and confirmed received by facsimile transmission to the other parties' respective addresses set forth below:

Notice to the Distributor shall be sent to:

Quasar Distributors, LLC
Attn: President

615 East Michigan Street
Milwaukee, WI 53202

Notice to the Corporation and the Adviser shall be sent to:

Jacob Internet Fund Inc.
Jacob Asset Management of New York, LLC 19 West 34th Street
Suite 816A
New York, NY 10001
Attn: Ryan Jacob

14. Counterparts

This agreement may be signed in multiple counterparts, which together shall constitute one and the same document.

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

Jacob Internet Fund Inc.                             Quasar Distributors, LLC


By: /s/ Ryan Jacob                                   By: /s/ James R. Schoenike
    ---------------------                                ----------------------
    Ryan Jacob                                           James R. Schoenike

Title: Chairman                                      Title: President

Jacob Asset Management of New York LLC (solely in acknowledgement of its obligation under Part 5 of the Agreement)

By: /s/ Ryan Jacob
    ----------------------
    Ryan Jacob

Title: Chairman

Exhibit A to the Distribution Agreement

Name of Series                                                    Effective Date
--------------------------------------                            --------------
Jacob Internet Fund Inc.  Common Stock                               11/1/03

Jacob Internet Fund Inc.                             Quasar Distributors, LLC


By: /s/ Ryan Jacob                                   By: /s/ James R. Schoenike
    ---------------------                                ----------------------
    Ryan Jacob                                           James R. Schoenike

Title: Chairman                                      Title: President

Exhibit B to the Distribution Agreement

Fee Schedule

The total amount payable annually under the Distribution Agreement shall be calculated at the annual rate of .10 of 1% (ten basis points) of the Fund's average daily net assets (the "Total Distribution Fee"). The Total Distribution Fee shall be allocated in the following manner:

1. First, from the Total Distribution Fee, the Distributor will receive a fee for Basic Distribution Services plus Out of Pocket Expenses as follows:

Basic Distribution Services

o Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average daily net assets, payable monthly in arrears; subject to a minimum annual fee, as follows: first class or series -- $15,000; each additional class or series -- $3,000

Out-of-Pocket Expenses
Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation:

o typesetting, printing and distribution of Prospectuses and shareholder reports

o production, printing, distribution and placement of advertising and sales literature and materials

o engagement of designers, free-lance writers and public relations firms

o long-distance telephone lines, services and charges

o postage

o overnight delivery charges

o NASD filing fees

o record retention

2. Thereafter, from any remaining amount of the Total Distribution Fee, the Corporation will pay for or reimburse the Distributor for Advertising Compliance Review/NASDR Filing and Licensing of Adviser's Staff as follows:

Advertising Compliance Review/NASDR Filings

o $150 per job for the first 10 pages (minutes if tape or video); $20 per page (minutes if audio or video) thereafter.

o Non-NASDR filed materials, e.g. Internal Use Only materials:

o $100 per job for the first 10 pages (minutes if audio or video); $20 per page (minutes if audio or video) thereafter.

o NASDR Expedited Service for 3 day turnaround:

o $1000 for the first 10 pages (minutes if audio or video) $25 per page (minutes if audio or video) thereafter. (Comments are faxed. NASDR may not accept expedited request.)

Licensing of Adviser's Staff (if desired)

o $900 per year per Series 6 or 7 representative

o All associated NASD and State fees for Registered Representatives, including license and renewal fees.

o travel, lodging and meals

3. Finally, if any amounts remain from the Total Distribution Fee, the Distributor will use such amounts to satisfy distribution costs in the manner directed by the Corporation or the Adviser.

Jacob Internet Fund Inc.                             Quasar Distributors, LLC


By: /s/Ryan Jacob                                     By: /s/ James R. Schoenike
    ---------------------                                 ----------------------
    Ryan Jacob                                            James R. Schoenike

Title: Chairman                                       Title: President

Exhibit No. EX-99.g.1

CUSTODIAN SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of the 27th day of August, 1999, between Jacob Internet Fund, a Maryland Corporation (hereinafter called the "Company"), on behalf of its separate series of shares ("Series"), and Firstar Bank Milwaukee, N.A., a corporation organized under the laws of the State of Wisconsin (hereinafter called "Custodian").

WHEREAS, the Company is an open-end management investment company which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, Custodian is a federally regulated banking institution; and

WHEREAS, the Company desires that its securities and cash shall be hereafter held and administered by Custodian pursuant to the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and Custodian agree as follows:

1. Definitions

The word "securities" as used herein includes stocks, shares, bonds, debentures, notes, mortgages or other obligations, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or in any property or assets.

The words "officers' certificate" shall mean a request or direction or certification in writing signed in the name of the Company by any two of the President, a Vice President, the Secretary and the Treasurer of the Company, or any other persons duly authorized to sign by the Board of Directors of the Company.

The word "Board" shall mean Board of Directors of the Company.

2. Names, Titles, and Signatures of the Company's Officers

An officer of the Company will certify to Custodian the names and signatures of those persons authorized to sign the officers' certificates described in Section 1 hereof, and the names of the members of the Board of Directors, together with any changes which may occur from time to time.

3. Additional Series

The Company is authorized to issue separate Series of shares of beneficial interest representing interests in separate investment portfolios ("Series"). The parties intend that each Series established by the Company, now or in the future, be covered by the terms and conditions of this agreement.

4. Receipt and Disbursement of Money

A. Custodian shall open and maintain a separate account or accounts in the name of each Series of the Company, subject only to draft or order by Custodian acting pursuant to the terms of this Agreement. Custodian shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the relevant Series. Custodian shall make payments of cash to, or for the account of, the relevant Series from such cash only:

(a) for the purchase of securities for the portfolio of the Series upon the delivery of such securities to Custodian, registered in the name of the Series or of the nominee of Custodian referred to in Section 8 or in proper form for transfer;

(b) for the purchase or redemption of shares of beneficial interest of the Series upon delivery thereof to Custodian, or upon proper instructions from the Company;

(c) for the payment of interest, dividends, taxes, investment adviser's fees or operating expenses (including, without limitation thereto, fees for legal, accounting, auditing and custodian services and expenses for printing and postage);

(d) for payments in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Series held by or to be delivered to Custodian; or

(e) for other proper corporate purposes certified by resolution of the Board of Directors of the Company.

Before making any such payment, Custodian shall receive (and may rely upon) an officers' certificate requesting such payment and stating that it is for a purpose permitted under the terms of item (a), (b), (c), or (d) of this Subsection A, and also, in respect of item (e), upon receipt of an officers' certificate specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper business purpose, and naming the person or persons to whom such payment is to be made, provided, however, that an officers' certificate need not precede the disbursement of cash for the purpose of purchasing a money market instrument, or any other security with same or next-day settlement, if the President, a Vice President, the Secretary or the Treasurer of the Company issues appropriate oral or facsimile instructions to Custodian and an appropriate officers' certificate is received by Custodian within two business days thereafter.

B. Custodian is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received by Custodian for the account of the Series of the Company.

C. Custodian shall, upon receipt of proper instructions, make federal funds available to the Company as of specified times agreed upon from time to time by the

Company and the Custodian in the amount of checks received in payment for shares of the Series which are deposited into the relevant Series' account.

5. Segregated Accounts

Upon receipt of proper instructions, the Custodian shall establish and maintain a segregated account(s) for and on behalf of each Series, into which account(s) may be transferred cash and/or securities.

6. Transfer, Exchange, Redelivery, etc. of Securities

Custodian shall have sole power to release or deliver any portfolio securities of the Series of the Company held by it pursuant to this Agreement. Custodian agrees to transfer, exchange or deliver securities held by it hereunder only:

(a) for sales of such securities for the account of the Series of the Company upon receipt by Custodian of payment therefore;

(b) when such securities are called, redeemed or retired or otherwise become payable;

(c) for examination by any broker selling any such securities in accordance with "street delivery" custom;

(d) in exchange for, or upon conversion into, other securities alone or other securities and cash whether pursuant to any plan of merger, consolidation, reorganization, recapitalization or readjustment, or otherwise;

(e) upon conversion of such securities pursuant to their terms into other securities;

(f) upon exercise of subscription, purchase or other similar rights represented by such securities;

(g) for the purpose of exchanging interim receipts or temporary securities for definitive securities;

(h) for the purpose of redeeming in kind shares of beneficial interest of the Series of the Company upon delivery thereof to Custodian; or

(i) for other proper business purposes.

As to any deliveries made by Custodian pursuant to items (a), (b), (d),
(e), (f), and (g), securities or cash receivable in exchange therefore shall be deliverable to Custodian.

Before making any such transfer, exchange or delivery, Custodian shall receive (and may rely upon) an officers' certificate requesting such transfer, exchange or delivery, and stating that it is for a purpose permitted under the terms of items (a), (b), (c), (d), (e), (f), (g), or (h) of this Section and also, in respect of item (i), upon receipt of an officers' certificate specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate

purpose, and naming the person or persons to whom delivery of such securities shall be made, provided, however, that an officers' certificate need not precede any such transfer, exchange or delivery of a money market instrument, or any other security with same or next-day settlement, if the President, a Vice President, the Secretary or the Treasurer of the Company issues appropriate oral or facsimile instructions to Custodian and an appropriate officers' certificate is received by Custodian within two business days thereafter.

7. Custodian's Acts Without Instructions

Unless and until Custodian receives an officers' certificate to the contrary, Custodian shall: (a) present for payment all coupons and other income items held by it for the account of the relevant Series of the Company, which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Company; (b) collect interest and cash dividends received, with notice to the Company, for the account of the Company; (c) hold for the account of the Company hereunder all stock dividends, rights and similar securities issued with respect to any securities held by it hereunder; and (d) execute, as agent on behalf of the Company, all necessary ownership certificates required by the Internal Revenue Code or the Income Tax Regulations of the United States Treasury Department or under the laws of any state now or hereafter in effect, inserting the Company's name on such certificates as the owner of the securities covered thereby, to the extent it may lawfully do so.

8. Registration of Securities

Except as otherwise directed by an officers' certificate, Custodian shall register all securities, except such as are in bearer form, in the name of a registered nominee of Custodian as defined in the Internal Revenue Code and any Regulations of the Treasury Department issued hereunder or in any provision of any subsequent federal tax law exempting such transaction from liability for stock transfer taxes, and shall execute and deliver all such certificates in connection therewith as may be required by such laws or regulations or under the laws of any state. Custodian shall use its best efforts to the end that the specific securities held by it hereunder shall be at all times identifiable in its records.

The Company shall from time to time furnish to Custodian appropriate instruments to enable Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee, any securities which it may hold for the account of the Series of the Company and which may from time to time be registered in the name of the Series of the Company.

9. Voting and Other Action

Neither Custodian nor any nominee of Custodian shall vote any of the securities held hereunder by or for the account of the Series of the Company, except in accordance with the instructions contained in an officers' certificate. Custodian shall deliver, or cause to be executed and delivered, to the Corporation all notices, proxies and proxy soliciting materials with relation to such securities, such proxies to be executed by the registered holder of such securities (if registered otherwise than in the name of the Series

of the Company), but without indicating the manner in which such proxies are to be voted.

10. Transfer Tax and Other Disbursements

The Series of the Company shall pay or reimburse Custodian from time to time for any transfer taxes payable upon transfers of securities made hereunder, and for all other necessary and proper disbursements and expenses made or incurred by Custodian in the performance of this Agreement.

Custodian shall execute and deliver such certificates in connection with securities delivered to it or by it under this Agreement as may be required under the provisions of the Internal Revenue Code and any Regulations of the Treasury Department issued thereunder, or under the laws of any state, to exempt from taxation any exemptable transfers and/or deliveries of any such securities.

11. Concerning Custodian

Custodian shall be paid as compensation for its services pursuant to this Agreement such compensation as may from time to time be agreed upon in writing between the two parties. Until modified in writing, such compensation shall be as set forth in Exhibit A attached hereto.

Custodian shall not be liable for any action taken in good faith upon any certificate herein described or certified copy of any resolution of the Board, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed.

The Company agrees to indemnify and hold harmless Custodian and its nominee from all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) incurred or assessed against it or by its nominee in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct. Custodian is authorized to charge any account of the relevant Series of the Company for such items.

In the event of any advance of cash for any purpose made by Custodian resulting from orders or instructions of the Company, or in the event that Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Series of the Company shall be security therefore.

Custodian agrees to indemnify and hold harmless the Company from all charges, expenses, assessments, and claims/liabilities (including counsel fees) incurred or assessed against it in connection with the performance of this agreement, except such as may arise from the Company's own negligent action, negligent failure to act, or willful misconduct.

12. Subcustodians

Custodian is hereby authorized to engage another bank or trust company as a Subcustodian for all or any part of the Company's assets, so long as any such bank or trust company organized under the laws of any state of the United States, having an aggregate capital, surplus and undivided profit, as shown by its last published report, of not less than Two Million Dollars ($2,000,000) and provided further that, if the Custodian utilizes the services of a Subcustodian, the Custodian shall obtain preapproval by the Company and remain fully liable and responsible for any losses caused to the Company by the Subcustodian as fully as if the Custodian was directly responsible for any such losses under the terms of the Custodian Agreement.

Notwithstanding anything contained herein, if the Company requires the Custodian to engage specific Subcustodians for the safekeeping and/or clearing of assets, the Company agrees to indemnify and hold harmless Custodian from all claims, expenses and liabilities incurred or assessed against it in connection with the use of such Subcustodian in regard to the Company's assets, except as may arise from its own negligent action, negligent failure to act or willful misconduct.

13. Reports by Custodian

Custodian shall furnish the Company periodically as agreed upon with a statement summarizing all transactions and entries for the account of Company. Custodian shall furnish to the Company, at the end of every month, a list of the portfolio securities showing the aggregate cost of each issue. The books and records of Custodian pertaining to its actions under this Agreement shall be open to inspection and audit at reasonable times by officers of, and by auditors employed by, the Company.

14. Termination or Assignment

This Agreement may be terminated by the Company, or by Custodian, on ninety
(90) days notice prior to the two year anniversary, given in writing and sent by registered mail to Custodian at Firstar Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin 53202, or to the Company at 1675 Broadway, New York, NY 10019, as the case may be. Upon any termination of this Agreement, pending appointment of a successor to Custodian or a vote of the shareholders of the Series of the Company to dissolve or to function without a custodian of its cash, securities and other property, Custodian shall not deliver cash, securities or other property of the Company to the Company, but may deliver them to a bank or trust company of its own selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report of not less than Two Million Dollars ($2,000,000) as a Custodian for the Company to be held under terms similar to those of this Agreement, provided, however, that Custodian shall not be required to make any such delivery or payment until full payment shall have been made by the Company of all liabilities constituting a charge on or against the properties then held by Custodian or on or against Custodian, and until full payment shall have been made to Custodian of all its fees, compensation, costs and expenses, subject to the provisions of Section 10 of this Agreement.

This Agreement may not be assigned by Custodian without the consent of the Company, authorized or approved by a resolution of its Board of Directors.

15. Deposits of Securities in Securities Depositories

No provision of this Agreement shall be deemed to prevent the use by Custodian of a central securities clearing agency or securities depository, provided, however, that Custodian and the central securities clearing agency or securities depository meet all applicable federal and state laws and regulations, and the Board of Directors of the Company approves by resolution the use of such central securities clearing agency or securities depository.

16. Records

To the extent that Custodian in any capacity prepares or maintains any records required to be maintained and preserved by the Company pursuant to the provisions of the Investment Company Act of 1940, as amended, or the rules and regulations promulgated thereunder, Custodian agrees to make any such records available to the Company upon request and to preserve such records for the periods prescribed in Rule 31 a-2 under the Investment Company Act of 1940, as amended.

17. Notices

Notices of any kind to be given by either party to the other party shall be in writing and shall be duly given if mailed or delivered as follows: Notice to Custodian shall be sent to:

Firstar Bank Milwaukee, N.A.
615 East Michigan Street
Milwaukee, WI 53202

and notice to the Company shall be sent to:

Jacob Internet Fund
1675 Broadway
New York, NY 10019

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and their respective corporate seals to be affixed hereto as of the date first above written by their respective officers thereunto duly authorized.

This agreement may be executed in several counterparts, each of which is an original.

     Jacob Internet Fund                     Firstar Bank Milwaukee, N.A.


Sign: /s/ Ryan Jacob                     Sign: /s/ Paul Rock
     ---------------------------------        ----------------------------------
Print: Ryan Jacob                        Print: Paul Rock
      --------------------------------         ---------------------------------
Title: Chairman                          Title: Vice President
      --------------------------------         ---------------------------------
Date:  7-13-99                           Date: 7-13-99
     ---------------------------------        ----------------------------------
Attest: /s/ Michael Dubrow               Attest:
       -------------------------------          --------------------------------

Schedule A Mutual Fund Custodial Agent Service Domestic Portfolios Annual Fee Schedule

Jacob Internet Fund

o Annual fee based upon market value of assets:

o $0.20 per $1,000 (2.0 basis points)

o Minimum annual fee per Fund - $3,000

o Investment transactions: (purchase, sale, exchange, tender, redemption, maturity, receipt delivery)

o $12.00 per book entry security (depository or Federal Reserve system)

o $25.00 per definitive security (physical)

o $75.00 per Euroclear

o $8.00 per principal reduction on pass-through certificates

o $35.00 per option/future contracts

o Variable Amount Notes: Used as a short-term investment, variable amount notes offer safety and prevailing high interest rates. Our charge, which is 1/4 of 1%, is deducted from the variable amount note income at the time is credited to your account.

o Extraordinary expenses: Based on time and complexity involved.

o Out-of-pocket expenses: Charged to the account, including but not limited to:

o $10.00 per variation margin transaction

o $10.00 per Fed wire deposit or withdrawal

o Fees are billed monthly, based on market value at the beginning of the month.

EXHIBIT NO. EX-99.g.1.a

JACOB INTERNET FUND INC.

AMENDMENT TO THE CUSTODIAN SERVICING AGREEMENT

THIS AMENDMENT dated as of January 1, 2002 to the Custodian Servicing Agreement dated as of August 27, 1999, by and between Jacob Internet Fund Inc., a Maryland corporation, and Firstar Bank, N.A, shall be as follows:

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

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.

JACOB INTERNET FUND INC.                   U.S. BANK, N.A.


By: /s/Ryan Jacob                          By:  /s/Joseph C. Neuberger
    -----------------------------------         --------------------------------

Exhibit No. EX-99.h.1

FUND ADMINISTRATION SERVICING AGREEMENT

This Agreement is made and entered into as of this 27th day of August, 1999, by and between Jacob Internet Fund, a Maryland Corporation organized under the laws of the State of Maryland (hereinafter referred to as the "Company") on behalf of any of its series as described in Part IV of this Agreement (each such series is hereafter referred to as a "Fund" and, collectively as the "Funds"), and Firstar Mutual Fund Services, LLC, a limited liability company organized under the laws of the State of Wisconsin (hereinafter referred to as "Firstar").

WHEREAS, The Company is a open-ended management investment company which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, Firstar is in the business of providing fund administration services for the benefit of its customers.

NOW, THEREFORE, the Company and Firstar do mutually promise and agree as follows:

I. Appointment of Administrator

The Company hereby appoints Firstar as Administrator of the Funds on the terms and conditions set forth in this Agreement, and Firstar hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement in consideration of the compensation provided for herein.

II. Duties and Responsibilities of Firstar

A. General Fund Management

1. Act as liaison among all fund service providers.

2. Coordinate corporate formalities and Board communication by:

a. preparing and distributing meeting agendas and board materials including board resolutions and various financial, administrative and regulatory reports;

b. attending all regular or special board meetings, preparing and distributing minutes of such meetings and maintaining the corporate records and minute book for the Company;

c. updating directors' and officers' biographical information and questionnaires; and

d. evaluating independent auditor.

3. Audits

a. Prepare appropriate schedules and assist independent auditors.

b. Provide information to SEC and facilitate audit process.

c. Provide office facilities for auditors and SEC staff as appropriate.

4. Assist in overall operations of the Company, including the provision of office facilities, executive and administrative services and Firstar personnel to serve as officers of the Company to facilitate Company operations, all at Firstar's expense with the exception of the costs incurred when attending Board of Directors meetings; and to provide stationary and office supplies at the Company's expense.

5. Create and maintain operations and compliance calendars and/or a compliance manual for the Company, detailing schedules for the various responsibilities of Firstar.

6. Shareholder Communications. Coordinate printing and distribution of prospectuses, statements of additional information, stickers (supplements) to prospectuses or statements of additional information, annual and semi-annual shareholder reports and proxy statements.

B. Compliance

1. Regulatory Compliance

a. Periodically monitor compliance with 1940 Act requirements, including:

1) Asset diversification tests;

2) Total return and yield calculations;

3) Code of ethics for independent, disinterested directors;

4) Compliance with fidelity bond coverage requirements of Rule 17g-1 under the 1940 Act; and

5) Compliance with the NASD sales charge rule, including the calculation and monitoring of the sales charge cap and remaining amount for asset-based sales charges.

b. Periodically monitor and report at Fund's quarterly board meeting or more frequently as required, compliance with the policies investment limitations and reinvestment

restrictions of each Fund as set forth in its prospectus and statement of additional information.

2. Blue Sky Compliance

a. Prepare and file with the appropriate state securities authorities any and all required compliance or notice filings relating to the sales, qualification or registration of the securities of each Fund so as to enable each Fund to make a continuous offering of its shares in the fifty states, Puerto Rico, U.S. Virgin Islands, and Guam ("Blue Sky Jurisdictions").

b. Monitor sales and qualification status and make appropriate renewal filings in each Blue Sky Jurisdiction.

c. File prospectuses, statements of additional information or proxy statements for the Company in Blue Sky Jurisdictions as requested by the Company or such jurisdictions.

3. SEC Registration and Reporting

a. Assist in the preparation and filing of post-effective amendments to the Company's Registration Statement on Form N-1A to reflect the addition or deletion of Funds, general amendments, or annual updates including the preparation of Financial Data Schedules; and prepare and file supplements ("stickers") to any prospectus or statement of additional information for a Fund.

b. Prepare and file annual and semi-annual reports to shareholders as required under the 1940 Act, along with annual and semiannual reports on Form N-SAR (which shall be series and class-specific, as appropriate).

c. Assist in the preparation and filing of proxy statements, as requested by the Company (matters to be voted on may be class-specific), prepare minutes of shareholder meetings, and record ballot results and interface with proxy solicitation companies as required.

d. Prepare and file documents required to report and calculate Federal securities registration fees (such as notices on Form 24F-2).

e. File fidelity bond and any joint insurance agreements as required by Rule 17g-1 under the 1940 Act.

f. Provide for the EDGAR-ization or other appropriate preparation of all documents described above which must be filed electronically with the SEC.

4. IRS Compliance

a. Periodically monitor the Company's status as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended, through review of the following:

1) Asset diversification requirements;

2) Qualifying income requirements; and

3) Distribution requirements.

b. Monitor short testing as required.

c. Calculate required distributions as required (including excise tax distributions).

C. Financial Reporting

1. Prepare monthly expense reports (by series and class where appropriate) including expense figures and accruals, monitoring of expense caps or reimbursements and calculation of advisory fees and 12b-1 accruals or payments; and calculate expense ratios for quarterly, semiannual or annual periods.

2. Prepare unaudited financial statements (by series and class where appropriate) for use in shareholder reports or prospectuses and statements of additional information.

3. Prepare other monthly operational reports as required including:

a. Sales figures (including shares sold, redeemed and reinvested, changes in share price in net sales and numbers of shareholders);

b. Performance information (including total return or yield for the month, quarter, year-to-date, fiscal year or average annual one-, five- or ten-year periods); and

c. Portfolio information (including turnover, top ten holdings, book gains/losses per share; net income/book income per share; basis).

4. Provide financial data required by Fund prospectus and statements of additional information.

5. Prepare financial reports for shareholders, the board, the SEC, and independent auditors.

6. Supervise the Company's Custodian and Fund Accounts in the maintenance of each Funds general ledger and in the preparation of each Fund's financial statements including oversight of expense accruals and payments, of the determination of net asset value of each Fund and of the Fund's shares, and of the declaration and payment of dividends and other distributions to shareholders.

D. Tax Reporting

1. Prepare and file on a timely basis appropriate federal and state tax returns including forms 1120/8613 with any necessary schedules.

2. Prepare state income breakdowns where relevant.

3. File 1099 Miscellaneous for payments to directors and other service providers.

4. Monitor wash losses.

5. Calculate eligible dividend income for corporate shareholders.

III. Compensation

The Company agrees to pay Firstar for performance of the duties listed in this Agreement and the fees and out-of-pocket expenses as set forth in the attached Schedule A.

These fees may be changed from time to time, subject to mutual written Agreement between the Company and Firstar.

The Company agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.

IV. Additional Funds

In the event that the Company establishes one or more Funds with respect to which it desires to have Firstar render fund administration services, under the terms hereof, it shall so notify Firstar in writing, and if Firstar agrees in writing to provide such services, such Funds will be subject to the terms and conditions of this Agreement, and shall be maintained and accounted for by Firstar on a discrete basis. The Funds currently covered by this Agreement are: Jacob Internet Fund.

V. Performance of Services; Limitation of Liability

A. Firstar shall exercise reasonable care in the performance of its duties under this Agreement. Firstar shall not be liable for any loss suffered by the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond Firstar's control, except a loss

resulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which Firstar may sustain or incur or which may be asserted against Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to Firstar by any duly authorized officer of the Company, such duly authorized officer to be included in a list of authorized officers furnished to Firstar and as amended from time to time in writing by resolution of the Board of Directors of the Company.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond Firstar's control. Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Firstar. Firstar agrees that it shall, at all times, have contingency plans, that are comparable to those employed within the financial services industry, with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Company shall be entitled to inspect Firstar's premises and operating capabilities at any time during regular business hours of Firstar, upon reasonable notice to Firstar.

Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense.

B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Company may be asked to indemnify or hold Firstar harmless, the Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that Firstar will use all reasonable care to notify the Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Company. The Company shall have the option to defend Firstar against any claim which may be the subject of this indemnification. In the event that the Company so elects, it will so notify Firstar and thereupon the Company shall take over complete defense of the claim, and Firstar shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. Firstar shall in no case confess any claim or make any compromise in any

case in which the Company will be asked to indemnify Firstar except with the Company's prior written consent.

C. Firstar shall indemnify and hold the Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by Firstar as a result of Firstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct.

VI. Confidentiality

Firstar shall handle, in confidence, all information relating to the Company's business which is received by Firstar during the course of rendering any service hereunder.

VII. Data Necessary to Perform Service

The Company or its agent, which may be Firstar, shall furnish to Firstar the data necessary to perform the services described herein at times and in such form as mutually agreed upon.

VIII. Terms of Agreement

This Agreement shall become effective on and, unless sooner terminated as provided herein, shall continue automatically in effect for successive two year periods, provided that the continuance of the Agreement is approved by a majority of the Directors of the Company. The Agreement may also be terminated by either party upon giving ninety (90) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties and will terminate automatically on its assignment unless the parties hereto consent in writing.

IX. Duties in the Event of Termination

In the event that, in connection with termination, a successor to any of Firstar's duties or responsibilities hereunder is designated by the Company by written notice to Firstar, Firstar will promptly, upon such termination and at the expense of the Company, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by Firstar under this Agreement in a form reasonably acceptable to the Company (if such form differs from the form in which Firstar has maintained, the Company shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Firstar's personnel in the establishment of books, records, and other data by such successor.

X. Choice of Law

This Agreement shall be construed in accordance with the laws of the State of Wisconsin.

XI. Notices

Notices of any kind to be given by either party to the other party shall be in writing and shall be duly given if mailed or delivered as follows:
Notice to Firstar shall be sent to:

Firstar Mutual Fund Services, LLC 615 East Michigan Street
Milwaukee, WI 53202

and notice to the Company shall be sent to:

Jacob Internet Fund
1675 Broadway
New York, New York 10019

XII. Records

Firstar shall keep records relating to the services to be performed hereunder, in the form and manner, and for such period as it may deem advisable and is agreeable to the Company and as required by the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. Firstar agrees that all such records prepared or maintained by Firstar relating to the services to be performed by Firstar hereunder are the property of the Company and will be preserved, maintained, and made available with such section and rules of the 1940 Act and will be promptly surrendered to the Company on and in accordance with its request.

JACOB INTERNET FUND                      FIRSTAR MUTUAL FUND SERVICES, LLC


Sign: /s/ Ryan Jacob                     Sign: /s/ Paul Rock
     ---------------------------------        ----------------------------------
Print: Ryan Jacob                        Print: Paul Rock
      --------------------------------         ---------------------------------
Title: Chairman                          Title: Sr. V.P.
      --------------------------------         ---------------------------------
Date:  7-13-99                           Date: 7-13-99
     ---------------------------------        ----------------------------------
Attest: /s/ Michael Dubrow               Attest:
       -------------------------------          --------------------------------

EXHIBIT NO. EX-99.h.1.a

JACOB INTERNET FUND INC.

AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT

THIS AMENDMENT dated as of January 1, 2002 to the Fund Administration Servicing Agreement dated as of August 27, 1999, by and between Jacob Internet Fund 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.

JACOB INTERNET FUND INC.                  U.S. BANCORP FUND SERVICES, LLC


By: /s/Ryan Jacob                         By:  /s/Joseph C. Neuberger
    --------------------------------           ---------------------------------

Exhibit No. EX-99.h.2

TRANSFER AGENT SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of this 27th day of August, 1999, by and between Jacob Internet Fund, a Maryland Corporation organized under the laws of the State of Maryland Corporation (hereinafter referred to as the "Company") on behalf of any of its separate series as described in Exhibit A to this Agreement (each such series is hereafter referred to as a "Fund" and collectively as the "Funds") and Firstar Mutual Fund Services, LLC, a corporation organized under the laws of the State of Wisconsin (hereinafter referred to as the "Agent").

WHEREAS, the Company is an open-ended management investment company which is registered under the Investment Company Act of 1940, as amended (the " 1940 Act"); and

WHEREAS, the Agent is in the business of administering transfer and dividend disbursing agent functions for the benefit of its customers;

NOW, THEREFORE, the Company and the Agent do mutually promise and agree as follows:

1. Terms of Appointment; Duties of the Agent

Subject to the terms and conditions set forth in this Agreement, the Company hereby employs and appoints the Agent to act as transfer agent and dividend disbursing agent.

The Agent shall perform all of the customary services of a transfer agent and dividend disbursing agent, and as relevant, agent in connection with accumulation, open account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to:

A. Receive and process orders for the purchase of shares of the Funds received in good order and issue and credit shareholder accounts with the appropriate number of certified or uncertified shares. Receive payments by check, Fed wire, or through Automated Clearing House ("ACH") processing. Prepare and process daily deposit or delivery of payment and proper supporting documentation to the Company's custodian.

B. Establish shareholder accounts with appropriate demographic data, information regarding participation in plans (i.e., systematic withdrawal, automatic investment, dividend reinvestment, etc.) and information regarding tax I.D. certification or non-resident alien records, including backup withholding. Make changes to shareholder accounts to reflect changes in demographic data or participation in plans.

C. Maintain valid and appropriate participation with the National Securities Clearing Corporation ("NSCC") and provide access to NSCC's Fund/Serv System for the Funds as agreed from time-to-time with the Company.

D. Produce shareholder lists and ad hoc reports for proxy solicitations or as requested by Company management, including lists of linked accounts within Funds or across multiple funds to facilitate combined statements, or lists of accounts linked by social security number, last name and/or address to facilitate household mailings.

E. Create and produce mailing labels for regular, periodic or special mailing to shareholders or households.

F. Receive and process redemption requests received in good order by mail, telephone or other proper method, including automated processing of systematic withdrawal transactions on a monthly basis. Deliver appropriate redemption documentation to the Company's custodian.

G. Administer distribution of redemption proceeds, in coordination with Company's custodian, by check, Fed Wire or ACH processing.

H. Process transfers of shares in accordance with the shareowner's instructions;

I. Process exchanges between Funds within the same family of Funds upon request by mail, telephone, or other proper method;

J. Issue and/or cancel certificates as instructed, replace lost, stolen, or destroyed certificates upon receipt of satisfactory indemnification or surety bond;

K. Prepare and transmit payments for dividends and distributions declared by the Company by providing automated processing of dividend and capital gains payments with daily, monthly, quarterly, or annual distributions. Payment options will include reinvestment, directed payment to another Fund, or cash via mail, Fed Wire or ACH.

L. Record the issuance of shares of the Company and maintain, pursuant to Securities Exchange Act of 1934 Rule 17Ad-10(e), a record of the total number of shares of the Company which are authorized, issued, and outstanding;

M. Prepare shareholder meeting lists and, if applicable, mail, receive, and tabulate proxies;

N. Provide toll-free telephone lines and sufficient personnel to answer shareholder calls. Telephone representatives should provide routine account information; respond to requests for information regarding transaction details including direct and wire purchases, redemption, exchanges, transfers, systematic withdrawals, or purchases, Fund SERV, or wire order trades; assist in problem solving; and process telephone transactions.

O. Provide silent monitoring of telephone representatives to ensure quality of customer service and record and maintain tape recordings of all shareholder calls for a six-month period.

P. Customer inquiries or problems communicated by mail, telephone, or other proper method should be researched by Agent personnel in a reasonably prompt manner and any difficulties should be reported to the Company. Such inquiries/problems may include shareholder account information, historical account information, stop payments on checks, transaction details or lost certificates.

Q. Prepare and mail laser printed confirmations and/or account statements for all purchases, redemptions and other confirmable transactions on a monthly basis, or as requested by the Company. Shareholder account statements should show beginning and ending share price and account value and daily activity including dividends and distributions, with share price and transaction amounts.

R. Mail prospectuses (with statements or confirmations if requested), prospectus stickers or supplements, statements of additional information and shareholder reports to current shareholders, as requested by the Company.

S. Provide appropriate transfer agency services to facilitate Fund-sponsored IRA and SEP-IRA plans using Firstar Company Company as custodian, as well as Fund-sponsored qualified retirement plans (such as 401(k) and 403(b) plans).

T. Prepare and file U.S. Treasury Department forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders;

U. Provide a Blue Sky System which will enable the Company to monitor the total number of Fund shares sold in each state. In addition, the Company shall identify to the Agent in writing those transactions and assets to be treated as exempt from the Blue Sky reporting to the Company for each state. The responsibility of the Agent for the Company's Blue Sky state registration status is solely limited to the initial compliance by the Company and the reporting of such transactions to the Company.

2. Compensation

The Company agrees to pay the Agent for performance of the duties listed in this Agreement; the fees and out-of-pocket expenses include, but are not limited to the following: printing, postage, forms, stationery, record retention, mailing, insertion, programming, labels, shareholder lists and proxy expenses.

These fees and reimbursable expenses may be changed from time to time subject to mutual written agreement between the Company and the Agent.

The Company agrees to pay all fees and reimbursable expenses within ten
(10) business days following the mailing of the billing notice.

3. Representations of Agent

The Agent represents and warrants to the Company that:

A. It is a Company company duly organized, existing and in good standing under the laws of Wisconsin;

B. It is a registered transfer agent under the Securities Exchange Act of 1934 as amended.

C. It is duly qualified to carry on its business in the state of Wisconsin;

D. It is empowered under applicable laws and by its charter and bylaws to enter into and perform this Agreement;

E. All requisite corporate proceedings have been taken to authorize it to enter and perform this Agreement; and

F. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

G. It will comply with all applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and any laws, rules, and regulations of governmental authorities having jurisdiction.

4. Representations of the Company

The Company represents and warrants to the Agent that:

A. The Company is an open-ended diversified investment company registered under the 1940 Act;

B. The Company is a business Company organized, existing, and in good standing under the laws of the State of Maryland;

C. The Company is empowered under applicable laws and by its Agreement and Declaration of Company and bylaws to enter into and perform this Agreement;

D. All necessary proceedings required by the Agreement and Declaration of Company have been taken to authorize it to enter into and perform this Agreement;

E. The Company will comply with all applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, the 1940 Act, and any laws, rules, and regulations of governmental authorities having jurisdiction; and

F. A registration statement under the Securities Act of 1933 is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all shares of the Company being offered for sale.

5. Covenants of the Company and Agent

The Company shall furnish the Agent a certified copy of the resolution of the Board of Directors of the Company authorizing the appointment of the Agent and the execution of this Agreement. The Company shall provide to the Agent a copy of the Agreement and Declaration of Company, bylaws of the Company and all amendments.

The Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable and as required by the 1940 Act and related rules. To the extent required by Section 31 of the 1940 Act and the rules thereunder, the Agent agrees that all such records prepared or maintained by the Agent relating to the services to be performed by the Agent hereunder are the property of the Company and will be preserved, maintained and made available in accordance with such section and rules and will be surrendered to the Company on and in accordance with its request.

6. Indemnification; Remedies Upon Breach

The Agent shall exercise reasonable care in the performance of its duties under this Agreement. The Agent shall not be liable for any loss suffered by the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond the Agent's control, except a loss resulting from the Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Company shall indemnify and hold harmless the Agent from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Agent may sustain or incur or which may be asserted against the Agent by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to the Agent by any duly authorized officer of the Company, such duly authorized officer to be included in a list of authorized officers furnished to the Agent attached as Schedule D and as amended from time to time in writing by resolution of the Board of Directors of the Company.

Further, the Company will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit as a result of the negligence of the Company or the principal underwriter (unless contributed to by the Agent's breach of this Agreement or other Agreements between the Company and the Agent, or the Agent's own negligence or bad faith); or as a result of the Agent acting upon telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent under a standard of care customarily used in the industry to have originated from the record owner of the subject shares; or as a result of acting in reliance upon any genuine instrument or stock certificate signed, countersigned, or executed by any person or persons authorized to sign, countersign, or execute the same.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of the Agent. The Agent agrees that it shall, at all times, have reasonable contingency plans that are comparable to those employed by the financial services industry, with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Company shall be entitled to inspect the Agent's premises and operating capabilities at any time during regular business hours of the Agent, upon reasonable notice to the Agent.

Regardless of the above, the Agent reserves the right to reprocess and correct administrative errors at its own expense.

In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Company may be asked to indemnify or hold the Agent harp harmless, the Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Agent will use all reasonable care to notify the Company promptly concerning any situation which presets or appears likely to present the probability of such a claim for indemnification against the Company. The Company shall have the option to defend the Agent against any claim which may be the subject of this indemnification. In the event that the Company so elects, it will so notify the Agent and thereupon the Company shall take over complete defense of the claim, and the Agent shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The Agent shall in no case confess any claim or make any compromise in any case in which the Company will be asked to indemnify the Agent except with the Company's prior written consent.

The Agent shall indemnify and hold the Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by the Agent as a result of the Agent's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct.

7. Confidentiality

The Agent agrees or behalf of itself and its employees to treat confidentially all records and other information relative to the Company and its shareholders and shall not be disclosed to any other party, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where the Agent may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information by duty constituted authorities.

8. Records

The Agent shall keep records relating to the services to be performed hereunder, in the form and manner, and for such period as it may deem advisable and is agreeable to the Company and as required by the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. The Agent agrees that all such records prepared or maintained by the Agent relating to the services to be performed by the Agent hereunder are the property of the Company and will be preserved, maintained, and made available with such section and rules of the 1940 Act and will be promptly surrendered to the Company upon and in accordance with its request.

9. Wisconsin Law to Apply

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the state of Wisconsin.

10. Term, Amendment, Termination, Assignment, and Notice

A. This Agreement shall become effective on the date above first written and, unless sooner terminated as provided herein, shall continue automatically for successive annual periods, provided that the continuance of the Agreement is approved by a majority of the Directors of the Company.

B. This Agreement may be amended by the mutual written consent of the parties.

C. This Agreement may be terminated upon ninety (90) day's written notice given by one party to the other.

D. This Agreement and any right or obligation hereunder may not be assigned by either party without the signed, written consent of the other party.

E. Any notice required to be given by the parties to each other under the terms of this Agreement shall be in writing, addressed and delivered, or mailed to the principal place of business of the other party. If to the agent, such notice should to be sent to:

Firstar Mutual Fund Services, LLC 615 East Michigan Street
Milwaukee, WI 53202

If to the Company, such notice should be sent to:

Jacob Internet Fund
1675 Broadway
New York, NY 10019

F. In the event that the Company gives to the Agent its written intention to terminate and appoint a successor transfer agent, the Agent agrees to cooperate in the

transfer of its duties and responsibilities to the successor, including any and all relevant books, records and other data established or maintained by the Agent under this Agreement.

G. Should the Company exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and material will be paid by the Company.

     Jacob Internet Fund                       Firstar Mutual Fund Services, LLC


By: /s/Ryan Jacob                          By: /s/Paul Rock
    -----------------------------              ---------------------------------
Print: Ryan Jacob                          Print: Paul Rock
Title: Chairman                            Title: Sr. Vice President

Date: 7-13-99                              Date: 7-13-99


Attest: /s/Michael Dubrow                  Attest:
        -------------------------                  -----------------------------

Schedule A Transfer Agent Servicing Agreement Annual Fee Schedule

$14.00 per shareholder account

Minimum annual fee of $22,000 for the first Fund and $12,000 for each additional Fund or Class.

Plus out-of-pocket expenses, including but not limited to:

Telephone - toll-free lines
Postage
Programming
Stationery/envelopes
Mailing
Insurance
Proxies
Retention of records
Microfilm/fiche of records
Special reports
All other out-of-pocket expenses
ACH fees

Fees are billed monthly

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                                                                           Defined Contributions
                                                                             403(b)(7), 401(k)
                                                 IRA Accounts                  Plan Accounts
------------------------------------------------------------------------------------------------
I.   Qualified Plan Fees
------------------------------------------------------------------------------------------------
     Annual maintenance fee per account          $12.50                            $12.50
------------------------------------------------------------------------------------------------
     Transfer to Transfer Agent                  $15.00                            $15.00
------------------------------------------------------------------------------------------------
     Distributions to a participant (exclusive    15.00                             15.00
     of systematic withdrawal plans)
------------------------------------------------------------------------------------------------
     Refund of excess contribution                15.00                             15.00
------------------------------------------------------------------------------------------------
II   Additional Shareholder Fees                   Amount
------------------------------------------------------------------------------------------------
     Any outgoing wire                           $12.00/wire
------------------------------------------------------------------------------------------------
     Telephone exchange                          5.00/telephone exchange
------------------------------------------------------------------------------------------------
     Return check fee                            15.00/return check
------------------------------------------------------------------------------------------------
     Stop payment fee (liquidation, dividend
     draft check)                                15.00/stop payment
------------------------------------------------------------------------------------------------
     Research fee
          (For requested items of the
          second calendar year [or
          previous] to the request)
------------------------------------------------------------------------------------------------

These fees are subject to change upon notification by Firstar Mutual Fund Services, LLC to the mutual fund client

Schedule C Transfer Agent Servicing Agreement Automatic Investment Plan Processing

Automatic Investment Plan

Telephone Purchase, Liquidation

EFT Payments of Dividends, Capital Gains, SWP's

$125.00 per month per Fund group

$0.50 per account set-up and/or change

$0.50 per item for AIP purchases

$0.50 per item for EFT payments, purchases

$3.50 per correction, reversal, or return item

Fees are billed monthly

Schedule C Transfer Agent Servicing Agreement Authorized Officers to Give Instructions

/s/Ryan Jacob

EXHIBIT NO. EX-99.h.2.a

JACOB INTERNET FUND 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 August 27, 1999, by and between Jacob Internet Fund 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.

JACOB INTERNET FUND INC.                  U.S. BANCORP FUND SERVICES, LLC


By: /s/Ryan Jacob                         By:  /s/Joseph C. Neuberger
    --------------------------------           --------------------------------

Exhibit No. EX-99.h.2.b

JACOB INTERNET FUND INC.

AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT dated as of April 12, 2002 to the Transfer Agent Servicing Agreement, as amended, dated as of August 27, 1999, by and between Jacob Internet Fund Inc., a Maryland corporation, and U.S Bancorp Fund Services, LLC (formerly Firstar Mutual Fund Services, LLC), a Wisconsin limited liability company shall be as follows:

Paragraph 7 Confidentiality shall be amended by replacing it in its entirety with the following:

7. Proprietary and Confidential Information

USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior, present, or potential shareholders (and clients of said shareholders) and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information by duly constituted authorities, or when so requested by the Company.

Further, USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time (the "Act"). Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Trust's shareholders with any third party unless specifically directed by the Trust or allowed under one of the exceptions noted under the Act.

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.

JACOB INTERNET FUND INC.                 U.S. BANCORP FUND SERVICES, LLC


By: /s/ Ryan Jacob                       By: /s/ Joseph C. Neuberger
    ---------------------------------        -----------------------------------

Exhibit No. EX-99.h.2.c

AMENDMENT TO TRANSFER AGENT AGREEMENT

THIS AMENDMENT, dated as of July 24, 2002, modifies the Transfer Agent Agreement dated August 27, 1999, as amended, by and between U.S. Bancorp Fund Services, LLC (the "Transfer Agent") and Jacob Internet Fund Inc. (the "Fund"), such Agreement being hereinafter referred to as the "Agreement."

WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim Final Rule (Section 103.130) adopted by the Department of the Treasury's Financial Crimes Enforcement Network (the "Rule") requires the Fund to develop and implement an anti-money laundering program and monitor the operation of the program and assess its effectiveness; and

WHEREAS, in order to assist its transfer agent clients with their anti-money laundering compliance responsibilities under the Act and the Rule, the Transfer Agent has developed written procedures to promote the detection and reporting of potential money laundering activity by monitoring certain aspects of shareholder activity (the "Procedures");

WHEREAS, the Rule permits a mutual fund to delegate the implementation and operation of its anti-money laundering program to a service provider, such as a Transfer Agent; and

WHEREAS, the Fund desires to delegate to the Transfer Agent the day-to-day operation of the Procedures as part of the Fund's anti-money laundering program.

NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as follows:

1. The Fund acknowledges that they have had an opportunity to review and consider the Procedures provided by the Transfer Agent. The Fund has determined that the Procedures implemented by the Transfer Agent, as part of the Fund's overall anti-money laundering program, are reasonably designed to prevent the Fund from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable provision of the Bank Secrecy Act and the implementing regulations thereunder.

2. Based on this determination, the Fund hereby delegates to the Transfer Agent the day-to-day operation of the Procedures as part of the Fund's anti-money laundering program.

3. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Fund's anti-money laundering responsibilities.

4. The Transfer Agent agrees to provide to the Fund (a) prompt written notification of any transaction or combination of transactions that the Transfer Agent believes, based on the Procedures, evidence money laundering activity in connection with the Fund or any shareholder of the Fund, (b) prompt written notification of any customer(s) that the Transfer Agent reasonably believes, based upon its Procedures, to be engaged in money laundering activity, provided that the Fund agrees not to communicate this information to the customer, (c) any reports received by the Transfer Agent from any government agency or applicable

industry self-regulatory organization pertaining to the Transfer Agent's anti-money laundering monitoring for the Fund, as provided in this Amendment to the extent permitted by law, (d) prompt written notification of any action taken in response to anti-money laundering violations as described in (a), (b) or (c) to the extent permitted by law, and (e) an annual report of its monitoring and customer identification activities on behalf of the Fund. The Transfer Agent shall provide such other reports on the monitoring and customer identification activities conducted at the direction of the Fund as may be agreed to from time to time by the Transfer Agent and the Fund.

5. The Fund hereby directs, and the Transfer Agent acknowledges, that the Transfer Agent shall (a) permit federal regulators access to such information and records maintained by the Transfer Agent and relating to the Transfer Agent's implementation of the Procedures on behalf of the Fund, as they may request, and (b) permit such federal regulators to inspect the Transfer Agent's implementation of the Procedures with respect to Fund investors.

6. Fees and expenses (other than those already set forth in the Agreement) for services to be provided by the Transfer Agent hereunder shall be set forth in a fee schedule agreed upon by the Fund and the Transfer Agent from time to time. A copy of the initial fee schedule is attached hereto as Exhibit
A.

7. This Amendment constitutes the written instructions of the Fund pursuant to the terms of the Agreement. Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

IN WITNESS HEREOF, the undersigned have executed this Amendment as of the date and year first above written.

/s/Ryan Jacob                               /s/Joseph C. Neuberger
------------------------------              ------------------------------------
Jacob Internet Fund Inc.                    U.S. Bancorp Fund Services, LLC


By: /s/Ryan Jacob                           By:
    --------------------------                  --------------------------------
    Authorized Officer                          Authorized Officer

Exhibit No. EX-99.h.2.d

AMENDMENT TO TRANSFER AGENT AGREEMENT

THIS AMENDMENT, dated as of October 1, 2003 amends that certain Transfer Agent Agreement dated August 27, 1999, as may be amended from time to time, (the "Agreement") by and between Jacob Internet Fund Inc., a Maryland corporation (the "Fund") and U.S. Bancorp Fund Services, LLC, a Delaware limited liability company (formerly, Firstar Mutual Fund Services, LLC) (the "Transfer Agent").

WHEREAS, the Bank Secrecy Act of 1970 and Title III of the USA PATRIOT Act of 2001 (the "USA Patriot Act") and the implementing regulations thereunder require the Fund to develop and implement anti-money laundering and customer identification programs;

WHEREAS, the Transfer Agent has developed and implemented certain anti-money laundering policies and procedures, shareholder activity monitoring procedures and a customer identification program (collectively, the "AML Procedures");

WHEREAS, the Transfer Agent has represented to the Fund that the AML Procedures are reasonably designed to: (i) detect, deter and report suspected money laundering activity; and (ii) comply with the provisions of the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2002 and the implementing regulations thereunder that may be applicable to the Fund (the "AML Laws and Regulations");

WHEREAS, the AML Laws and Regulations permit the Fund to delegate the implementation and operation of the Fund's anti-money laundering and customer identification programs to a service provider, such as the Transfer Agent; and

WHEREAS, the Fund desires to contractually delegate to the Transfer Agent the responsibility for implementation of the Fund's anti-money laundering procedures and the Transfer Agent desires to implement the AML Procedures on behalf of the Fund and each of its separate series, if any.

NOW THEREFORE, the parties agree, and the Agreement is hereby amended, as follows:

1. The Transfer Agent represents and warrants to the Fund that the AML Procedures are reasonably designed to: (i) detect and report suspected money laundering activity; and (ii) comply with the AML Laws and Regulations that may be applicable to the Fund.

2. The Fund represents that it has had an opportunity to review, consider and comment upon the AML Procedures.

3. The Fund and the Transfer Agent each acknowledge that the AML Procedures, when fully and properly enforced by Transfer Agent, are critical to preventing the Fund from being used for money laundering or the financing of terrorist activities and that the Fund is primarily relying Transfer Agent and the AML Procedures to detect and report any suspected money laundering activity that may occur within the Fund and to ensure the Fund's compliance with the AML Laws and Regulations.

4. In accordance with the above representations, the Transfer Agent agrees to:

(a) Implement the AML Procedures on behalf of the Fund and each of its separate series, if any;

(b) Take all reasonable measures to ensure that the AML Procedures, as implemented by the Transfer Agent on behalf of the Fund, are reasonably designed to: (i) detect and report suspected money laundering activity; and (ii) achieve compliance with the AML Laws and Regulations with respect to the Fund and each of its separate series, if any;

(c) Amend the AML Procedures from time to time to ensure the AML Procedures fully satisfy the various regulatory requirements under the AML Laws and Regulations as may be applicable to the Fund;

(d) Develop and implement a customer identification program that fully complies with the regulatory requirements established pursuant to Rule 0-11 under the Investment Company Act of 1940, as amended, and 31 CFR 'SS' 103.131, as applicable to the Fund;

(e) Provide to the Fund prompt written notification of any transaction or combination of transactions that Transfer Agent reasonably believes may involve money laundering activity in connection with the Fund or any shareholder of the Fund;

(f) Provide to the Fund prompt written notification of any customer(s) that Transfer Agent reasonably believes to be engaged in money laundering activity, provided that the Fund agrees not to communicate this information to the customer;

(g) Provide to the Fund prompt written notification of any other activity involving the Fund, whether related to an existing shareholder, a potential investor, or otherwise, that Transfer Agent reasonably believes may warrant a submission of a "suspicious activity report," as generally defined and construed under the AML Laws and Regulations;

(h) Provide to the Fund prompt reports received by Transfer Agent from any government agency or applicable industry self-regulatory organization pertaining to Transfer Agent's anti-money laundering monitoring on behalf of the Fund to the extent permitted by law;

(i) Provide to the Fund prompt written notification of any action taken in response to anti-money laundering violations as described above to the extent permitted by law; and

(j) Provide to the Fund a summary report regarding the audit conducted by Transfer Agent or its designee of the AML Procedures, as required under the AML Laws and Regulations. Transfer Agent shall provide such other reports

on the AML Procedures conducted as may be mutually agreed to from time to time by Transfer Agent and the Fund.

5. Maintain and safeguard all documents, information and data relating to the AML Program implemented on behalf of the Fund in accordance with the AML Laws and Regulations, including, at a minimum: (i) the information required to be maintained pursuant to Section 352 of the USA Patriot Act and any implementing regulations thereunder; and (ii) the information required to be maintained under 31 CFR 'SS' 103.131.

6. Transfer Agent shall permit federal regulators to: (i) access such information and records maintained by Transfer Agent that relate to Transfer Agent's implementation of the AML Procedures on behalf of the Fund and each of its separate series, if any; and (ii) inspect Transfer Agent's implementation of the AML Procedures on behalf of the Fund and each of its series, if any.

IN WITNESS HEREOF, the undersigned have executed this Amendment as of the date and year first above written.

JACOB INTERNET FUND INC.                      U.S. BANCORP FUND SERVICES, LLC


By: /s/ Ryan Jacob                            By: /s/ Joseph C. Neuberger
    -------------------------                    -------------------------------
Name: Ryan Jacob                              Name: Joseph C. Neuberger
Title: Chairman                               Title: SVP

Exhibit No. EX-99.h.3

FUND ACCOUNTING SERVICING AGREEMENT

This Agreement between Jacob Internet Fund, a Maryland Corporation (hereinafter called the "Company"), on behalf of its separate series of shares ("Series") or classes of such Series ("Classes"), all as described herein (as such part may be amended from time to time), and Firstar Mutual Fund Services, LLC, a limited liability company organized under the laws of the State of Wisconsin (hereinafter called "Firstar" ), is effective as of the 27th day of August, 1999.

WHEREAS, the Company, is an open-ended management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, Firstar is in the business of providing mutual fund accounting services to investment companies.

NOW, THEREFORE, the Company and Firstar do mutually promise and agree as follows:

1. Services. Firstar agrees to provide the following mutual fund accounting services to the Company on a per Series or per Class basis as appropriate:

A. Portfolio Accounting Services:

(1) Maintain portfolio trading records (purchase and sale journals for each Series) on a trade date +1 basis using security trade information communicated from the Series' investment manager on a timely basis.

(2) Monitor corporate action to identify and record interest and dividend income on portfolio securities and maintain accrual balances as of each valuation date and calculate gross earnings on investments for the accounting period.

(3) Determine gain/loss on portfolio security sales and identify them as to short-short, short- or long-term status; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.

(4) Maintain appropriate records of brokerage activity for transactions in portfolio securities to enable Firstar to provide monthly brokerage reports showing brokers and commission amounts.

(5) Maintain a daily listing of portfolio holdings by Series showing cost, market value, and the percentage of portfolio comprised of each security.

(6) Reconcile accounting asset listings against custodian's asset listings on at least a monthly basis and report any securities balance discrepancies promptly to the Company and Custodian.

B. Expense Accrual and Payment Services:

(1) For each valuation date, calculate the expense accrual amounts as directed by the Company as to methodology, rate or dollar amount.

(2) Upon receipt of written authorization from the Company, make and record payments for Company expenses.

(3) Account for Company and Series expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by Firstar and the Company.

(4) Provide expense accrual and payment reporting.

C. Fund Valuation and Financial Reporting Services:

(1) Calculate and maintain daily records of the net asset value (and offering price if appropriate) of each Series (or class of such Series if appropriate), at such times (each a "valuation date") as directed and authorized by the Company through Firstar's questionnaire and in accordance with: (i) relevant regulatory requirements; (ii) the Company's Declaration of Company and By-Laws; (iii) the Company's registration statement or Form N-1A; and (iv) any procedures approved by the Board of Directors of the Company and supplied to Firstar in writing.

(2) In connection with the calculation of relevant net asset values, Firstar shall obtain prices for portfolio securities from pricing services approved by the Company, and will apply those prices to the portfolio securities. For these securities where market quotations are not readily available, the Board of Directors shall approve, in good faith, the method for determining the fair value for such securities. If the Company desires to provide a price which varies from the pricing source, the Company shall promptly notify and supply Firstar with the valuation of any such security on each valuation date. All pricing changes made by the Company will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective.

(3) On trade date +1, account for and record purchases, sales, exchanges, transfers, dividend reinvestments, and other transactions in shares of the Company, its Series as reported by the transfer agent on a timely basis.

(4) Apply equalization accounting as directed by the Company.

(5) Determine net investment income (earnings) for each Series of the Company as of each valuation date. Account for periodic distributions of

- 2

earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.

(6) Maintain a general ledger for the Company and each of its Series in the form as agreed upon.

(7) Communicate, at an agreed upon time, the per share price for each valuation date to the Company and its investment advises as agreed upon from time to time.

D. Tax Accounting Services:

(1) Maintain accounting records for each Series' investment portfolio to support the tax reporting required for IRS-defined regulated investment companies.

(2) Maintain tax lot detail for each Series' investment portfolio.

(3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Company.

(4) Provide the necessary financial information to support the taxable components of income and capital gains distributions to the transfer agent to support tax reporting to the shareholders.

(5) Maintain schedules of dividends paid and payable.

E. Compliance Control Services:

(1) support reporting to regulatory bodies and support financial statement preparation by making the Company's accounting records available to the Company and its investment manager, the Securities and Exchange Commission, and the outside auditors.

(2) Maintain accounting records according to the 1940 Act and regulations provided thereunder.

2. Changes in Accounting Procedures. Any resolution passed by the Board of Directors of the Company that affects accounting practices and procedures under this agreement shall be effective upon written receipt and acceptance by the Firstar.

3. Changes in Equipment, Systems, Service, Etc. Firstar reserves the right to make changes from time to time, as it deems advisable, relating to its services, systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the service provided to the Company under this Agreement.

- 3

4. Compensation. Firstar shall be compensated for providing the services set forth in this Agreement in accordance with the Fee Schedule attached hereto as Exhibit A and as mutually agreed upon and amended from time to time.

5. Performance of Service.

A. Firstar shall exercise reasonable care in the performance of its duties under this Agreement. Firstar shall not be liable for any loss suffered by the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond Firstar's control, except a loss resulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which Firstar may sustain or incur or which may be asserted against Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to Firstar by any duly authorized officer of the Fund, such duly authorized officer to be included in a list of authorized officers furnished to Firstar and as amended from time to time in writing by resolution of the Board of Directors of the Fund.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond Firstar's control. Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Firstar. Firstar agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect Firstar's premises and operating capabilities at any time during regular business hours of Firstar, upon reasonable notice to Firstar.

Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense.

B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Company may be asked to indemnify or hold Firstar harmless, the Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that Firstar will use all reasonable care to notify the Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Company. The Company shall have the option to defend Firstar against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify Firstar and thereupon the Company shall take over complete defense of the claim, and Firstar shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. Firstar shall in

- 4

no case confess any claim or make any compromise in any case in which the Company will be asked to indemnify Firstar except with the Company's prior written consent.

C. Firstar shall indemnify and hold the Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by Firstar as a result of Firstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct.

6. Records. Firstar shall keep records relating to the services to be performed hereunder, in the form and manner, and for such period as it may deem advisable and is agreeable to the Company and s required by the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. Firstar agrees that such records prepared or maintain by Firstar relating to the services to be performed by Firstar hereunder are the property of the Company and will be preserved, maintained, and made available with such section and rules of the 1940 Act and will be promptly surrendered to the Company on and in accordance with its request.

7. Confidentiality. Firstar shall handle in confidence all information relating to the Company's or its investment manager's business, which is received by Firstar during the course of rendering any service hereunder.

8. Data Necessary to Perform Services. The Company or its agent, which may be Firstar, shall furnish to Firstar the data necessary to perform the services described herein at times and in such form as mutually agreed upon.

9. Notification of Error. The Company will notify Firstar of any balancing or control error caused by Firstar within three (3) business days after receipt of any reports rendered by Firstar to the Company, or within three (3) business days after discovery of any error or omission not covered in the balancing or control procedure, or within three (3) business days of receiving notice from any shareholder.

10. Additional Series. In the event that the Company establishes one or more Series or Classes of shares with respect to which it desires to have Firstar render accounting services, under the terms hereof, it shall so notify Firstar in writing, and if Firstar agrees in writing to provide such services, such series will be subject to the terms and conditions of this Agreement, and shall be maintained and accounted for by Firstar on a discrete basis. The series and classes currently covered by this Agreement are: "Jacob Internet Fund."

11. Term of Agreement. This Agreement shall become effective on August 27, 1999 and, unless sooner terminated as provided herein, shall continue automatically in effect for successive two year periods, provided that the continuance of the Agreement is approved by a majority of the board of directors of the Company. The Agreement may also be terminated by either party upon giving ninety (90) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties and will terminate automatically upon its

- 5

assignment unless the parties offer consent in writing. However, this Agreement may be replaced or modified by a subsequent agreement between the parties.

12. Duties in the Event of Termination. In the event that in connection with termination a Successor to any of Firstar's duties or responsibilities hereunder is designated by Company by written notice to Firstar, Firstar will promptly, upon such termination and at the expense of Company, transfer to such Successor all relevant books, records, correspondence and other data established or maintained by Firstar under this Agreement in a form reasonably acceptable to Company (if such form differs from the form in which Firstar has maintained the same, Company shall pay any expenses associated with transferring the same to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from Firstar's personnel in the establishment of books, records and other data by such successor.

13. Notices. Notices of any kind to be given by either party to the other party shall be in writing and shall be duly given if mailed or delivered as follows: Notice to Firstar shall be sent to:

Firstar Mutual Fund Services, LLC 615 East Michigan Street
Milwaukee, WI 53202

and notice to the Company shall be sent to:

Jacob Internet Fund
Jacob Asset Management, LLC 1675 Broadway
New York, NY 10019

14. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of Wisconsin.

IN WITNESS WHEREOF, the due execution hereof on the date first above written.

JACOB INTERNET FUND FIRSTAR MUTUAL FUND SERVICES, LLC

By:     /s/Ryan Jacob                By:     /s/Paul Rock
        ---------------------------           ----------------------------------
Print:  Ryan Jacob                    Print:  Paul Rock
Title:  Chairman                      Title:  Sr. Vice President
Date:   7-13-99                       Date:   7-13-99


Attest: /s/Michael Dubrow             Attest:
        ---------------------------           ----------------------------------


Attest:                               Attest:
        ---------------------------           ----------------------------------

- 6

Exhibit No. EX-99.h.3.a

JACOB INTERNET FUND

AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

THIS AMENDMENT dated as of January 1, 2002 to the Fund Accounting Servicing Agreement dated as of August 27, 1999, by and between Jacob Internet Fund, 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.

JACOB INTERNET FUND INC.                U.S. BANCORP FUND SERVICES, LLC


By: /s/ Ryan Jacob                      By: /s/ Joseph C. Neuberger
    ---------------------------------       -----------------------------------

Exhibit No. EX-99.j.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions 'Financial Highlights", "Counsel and Independent Auditors" and "Financial Statements" and to the use of our report dated September 24, 2003 in the Registration Statement (Form N-1A) of Jacob Internet Fund, Inc. and its incorporation by reference in the related Prospectus and Statement of Additional Information filed with the Securities and Exchange commission in this Post-Effective Amendment No. 4 to the Registration Statement under the Securities Act of 1933 (File No.333-82865) and in this Amendment No. 7 to the Registration Statement under the Investment Company Act of 1940 (File No. 811-09447).

                                                           /s/ Ernst & Young LLP

Chicago, Illinois
December 23, 2003

Exhibit No. EX-99.m.1

JACOB INTERNET FUND INC.

AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940

This Amended and Restated Distribution and Service Plan (the "Plan") is adopted by Jacob Internet Fund Inc. (the "Fund") in accordance with the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the "Act").

The Plan

1. The Fund and Quasar Distributors, LLC (the "Distributor") have entered into a Distribution Agreement, in a form satisfactory to the Fund's Board of Directors, under which the Distributor acts as distributor of the Fund's shares. Pursuant to the Distribution Agreement, the Distributor, as agent of the Fund, sells the Fund's shares on a best efforts basis, upon the terms and at the current offering price described in the current prospectus. The Fund and Jacob Asset Management of New York LLC (the "Advisor") have entered into a Shareholder Servicing Agreement, in a form satisfactory to the Fund's Board of Directors under which the Advisor provides shareholder services and arranges for others to provide shareholder services with respect to the Fund's shares.

2. (a) The Distribution Agreement provides that the Distributor will receive from the Fund an asset based sales charge ("Asset Based Sales Charge") equal to 0.10% of average annual net assets of the Fund to compensate the Distributor for basic distribution services, out of pocket expenses incurred in connection with activities to sell Fund shares, advertising compliance reviews, and licensing of the Advisor's staff. The Distributor retains specified dollar amounts and the remaining amounts of the Asset Based Sales Charge may be used to satisfy distribution costs as directed by the Fund or the Advisor.

(b) The Shareholder Servicing Agreement provides that the Advisor will receive from the Fund a service fee ("Service Fee") to compensate the Advisor for providing shareholder services and to permit the Advisor to compensate others for providing such shareholder services with respect to the Fund's shares.

(c) In addition, the Investment Advisory Agreement for the Fund provides that the Advisor may make payments from time to time from its own resources, which

may include the management fee received from the Fund, management or advisory fees received from other investment companies and past profits, for the following purposes:

(i) to defray the costs of, and to compensate others, including organizations whose customers or clients are Fund shareholders ("Shareholder Servicing Agents"), for performing shareholder servicing and related administrative functions on behalf of the Fund;

(ii) to compensate certain Shareholder Servicing Agents for providing assistance in distributing the Fund's shares;

(iii) to pay the cost of printing and distributing the Fund's prospectus to prospective investors; and

(iv) to defray the cost of the preparation and printing of brochures and other promotional materials, mailings to prospective shareholders, advertising, and other promotional activities, including the salaries and/or commissions of sales personnel in connection with the distribution of the shares.

In addition, under the Distribution Agreement, the Distributor may make payments from time to time from its Asset Based Sales Charge for some of the purposes enumerated in paragraphs (ii), (iii) and (iv) above. Under the Shareholder Servicing Agreement, the Advisor may make payments from time to time from its Service Fees for the purpose enumerated in (i) above.

3. The Fund will pay for (i) telecommunications expenses, including the cost of dedicated lines and CRT terminals, incurred by the Distributor in carrying out its obligations under the Distribution Agreement and (ii) the cost of preparing, printing and delivering the Fund's prospectus to existing shareholders of the Fund and preparing and printing subscription application forms for shareholder accounts.

4. The Distributor will cooperate with the Fund and Advisor to negotiate and enter into selling or servicing agreements with Shareholder Servicing Agents, as determined by the Fund or Advisor, to sell or facilitate the sale of Fund shares. The form of agreement with the Shareholder Servicing Agents shall be mutually agreed upon and approved by the Fund's Board of Directors and Distributor.

5. The Fund and the Distributor will prepare and furnish to the Fund's Board of Directors and the Directors shall review, at least quarterly, written reports setting forth all

amounts expended for distribution purposes by the Fund and the Distributor, pursuant to the Plan, and identifying the distribution activities for which such expenditures were made.

6. The Plan will become effective immediately upon approval by a majority of the Board of Directors of the Fund, including a majority of the Directors who are not interested persons (as defined in the Act) of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreement entered into in connection with the Plan (the "Independent Directors"), pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of the Plan.

7. The Plan will remain in effect until for one year, unless earlier terminated in accordance with its terms, and thereafter may continue in effect for successive annual periods if approved each year in the manner described in paragraph 6 hereof.

8. The Plan may be amended at any time with the approval of the Board of Directors of the Fund, provided that (i) any material amendments of the terms of the Plan will be effective only upon approval as provided in paragraph 6 hereof, and (ii) any amendment which increases materially the amount which may be spent by the Fund pursuant to the Plan will be effective only upon approval by a majority of the outstanding voting securities of the Fund (as defined in the Act).

9. The Plan may be terminated without penalty at any time (i) by a vote of the majority of the entire Board of Directors of the Fund, (ii) by a vote of a majority of the Independent Directors of the Fund, or (iii) by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act).

10. During the period in which the Plan is effective:

(a) a majority of the Fund's Board of Directors shall be Directors who are not interested persons (as defined in the Act) of the Fund;

(b) the selection and nomination of the Directors who are not interested persons (as defined in the Act) of the Fund shall be committed to the discretion of the Directors who are not interested persons (as defined in the Act) of the Fund; and

(c) any person who acts as legal counsel for the Directors who are not interested persons (as defined in the Act) of the Fund shall be an "independent legal counsel," as such term is defined in Rule 0-1(a)(6)(ii) of the Act.

Effective November 26, 1999, as amended March 1, 2002 and as amended and restated October 11, 2002.

Exhibit No. EX-99.m.2

SHAREHOLDER SERVICING AGREEMENT

JACOB INTERNET FUND INC. (the "Fund")

November 26, 1999, as amended and
restated October 17, 2003

Jacob Asset Management of New York LLC
19 West 34th Street, Suite 816A
New York, NY 10001

Gentlemen:

We herewith confirm our agreement with you as follows:

1. We hereby employ you, pursuant to the Distribution and Service Plan adopted by us in accordance with Rule 12b-1 (the "Plan") under the Investment Company Act of 1940, as amended (the "Act"), to provide the services listed below:

(a) You will perform, or arrange for others including organizations whose customers or clients are shareholders of our corporation (the "Shareholder Servicing Agents") to perform, all shareholder servicing functions and maintenance of shareholder accounts not performed by us or by our transfer agent ("Shareholder Services"). You may make payments from time to time from any Shareholder Servicing Fees (as defined below) received under this Agreement, to defray the costs of, and to compensate others, including Shareholder Servicing Agents with whom our distributor has entered into written agreements, for performing Shareholder Services.

(b) In consideration of your performance of the Shareholder Services, we will pay you a service fee, as defined by NASD Conduct Rule 2830(b)(9), at the annual rate of one quarter of one percent (0.25%) of the Fund's average daily net assets (the "Shareholder Servicing Fee"). Your fee will be accrued by us daily, and will be payable on the last day of each calendar month for services performed hereunder during that month or on such other schedule as you shall request of us in writing. You may waive your right to any fee to which you are entitled hereunder, provided such waiver is delivered to us in writing.

(c) You will in your sole discretion determine the amount of any payments made by you pursuant to this Agreement, and you may from time to time in your sole discretion increase or decrease the amount of such payments; provided, however, that no such payment will increase the amount which we are required to pay to you under either this Agreement or any management agreement or distribution agreement between you and us, or otherwise. You will prepare and furnish to the Fund's Board of Directors, and the Directors shall review, at least quarterly, written reports that set forth all amounts expended under this Agreement, and identify the shareholder servicing activities for which such expenditures were made.

2. You will be responsible for the payment of all expenses incurred by you in rendering the foregoing services, except that we will pay (i) telecommunications expenses, including the cost of dedicated lines and CRT terminals, incurred by you and the Shareholder

Servicing Agents in rendering such services, and (ii) the cost of typesetting, printing and delivering our prospectus to existing shareholders of the Portfolio and of preparing and printing subscription application forms for shareholder accounts.

3. Payments to Shareholder Servicing Agents to compensate them for distributing our shares and/or providing shareholder servicing and related administrative functions are subject to compliance by them with the terms of written agreements satisfactory to our Board of Directors to be entered into between our distributor and the Shareholder Servicing Agents.

4. We will expect of you, and you will give us the benefit of, your best judgment and efforts in rendering these services to us, and we agree as an inducement to your undertaking these services that you will not be liable hereunder for any mistake of judgment or for any other cause, provided that nothing herein shall protect you against any liability to us or to our shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.

5. This Agreement will become effective on the date hereof and will remain in effect until October 31, 2000 and thereafter for successive twelve-month periods (computed from each November 1), provided that such continuation is specifically approved at least annually by vote of our Board of Directors and of a majority of those of our directors who are not interested persons of the Fund (as defined in the Act) and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, cast in person at a meeting called for the purpose of voting on this Agreement. This Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of our entire Board of Directors, and by a vote of a majority of our directors who are not interested persons (as defined in the Act) and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan, or by vote of a majority of our outstanding voting securities, as defined in the Act, on sixty days' written notice to you, or by you on sixty days' written notice to us.

6. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by you, and this Agreement shall terminate automatically in the event of any such transfer, assignment, sale, hypothecation or pledge by you. The terms "transfer," "assignment" and "sale" as used in this paragraph shall have the meanings ascribed thereto by governing law and in applicable rules or regulations of the Securities and Exchange Commission thereunder.

7. Except to the extent necessary to perform your obligations hereunder, nothing herein shall be deemed to limit or restrict your right, or the right of any of your officers, directors or employees who may also be a director, officer or employee of ours, or of a person affiliated with us, as defined in the Act, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to another corporation, firm, individual or association.

If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

JACOB INTERNET FUND INC.

By: /s/Ryan Jacob
    ----------------------------
    Name: Ryan Jacob
    Title: Chairman

ACCEPTED:

JACOB ASSET MANAGEMENT OF NEW YORK LLC

By: /s/Ryan Jacob
    ----------------------------------
    Name: Ryan Jacob
    Title: Chairman