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
00 Xxxx 00xx Xxxxxx, Xxxxx 000X
Xxx Xxxx, XX 00000
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
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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.
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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/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Chairman
ACCEPTED:
JACOB ASSET MANAGEMENT OF NEW YORK LLC
By: /s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Chairman
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