ContractAgreement and Plan of Reorganization • August 2nd, 2010 • Jacob Funds Inc.
On February 12, 2010 the shareholders of the Wisdom Fund (“Acquired Fund”) approved an Agreement and Plan of Reorganization (“Reorganization Plan”), which qualified as a tax-free exchange for federal income tax purposes, providing for the transfer of assets and the assumption of liabilities of the Acquired Fund to the Jacob Wisdom Fund (“Acquiring Fund”), a newly created series of the Corporation. The Reorganization Plan provided for the acquisition by the Acquiring Fund of all of the assets of the Acquired Fund in exchange solely for the assumption of all of the liabilities of the Acquired Fund and the issuance of shares of the newly created Acquiring Fund distributed pro rata by the Acquired Fund to its shareholders in complete liquidation and termination of the Acquired Fund (“Reorganization”). The Acquiring Fund adopted all of the history of the Acquiring Fund. The Institutional Class, Investor Class, Class B and Class C Shares of the Acquired Fund were combined into a single class
AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • August 2nd, 2010 • Jacob Funds Inc. • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), made as of the 16th day of February 2009, by and between Jacob Funds Inc. (the “Acquiring Company”), a corporation created under the laws of the State of Maryland, with its principal place of business at 653 Manhattan Beach Boulevard, #J, Manhattan Beach, CA 90266, on behalf of its series, Jacob Wisdom Fund (“Acquiring Fund”), and New Providence Investment Trust (“New Providence Trust”), a business trust created under the laws of the State of Massachusetts, with its principal place of business at 116 South Franklin Street, Rocky Mount, North Carolina 27804, on behalf of its series, Wisdom Fund (“Acquired Fund”). (The Acquiring Company, on behalf of the Acquiring Fund, and New Providence Trust, on behalf of the Acquired Fund, are hereinafter collectively referred to as the “parties”). Jacob Asset Management of New York LLC, a Delaware limited liability company (“Jacob”), joins this Agreement solely for the purposes of Section 10.
