custody-3rd_agrmt.htm

PERRITT FUNDS, INC.

THIRD AMENDMENT TO THE

CUSTODY AGREEMENT

THIS THIRD AMENDMENT effective as of February 28, 2013, to the Custody Agreement dated as of February 1, 2009, as amended August 1, 2011 and August 1, 2012, (the "Agreement"), is entered into by and between Perritt Funds, Inc. a Maryland corporation (the "Company") and U.S. Bank National Association ("Custodian").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, an agreement and reorganization (the “Reorganization Agreement”) between the Company and Perritt Micro Cap Opportunities Fund, Inc., was made as of February 28, 2013; and

WHEREAS, as part of the Reorganization Agreement, the Company and Perritt MicroCap Opportunities Fund, Inc. desire to add the Perritt MicroCap Opportunities Fund to the Agreement; and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

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

PERRITT FUNDS, INC.	U.S. BANK NATIONAL ASSOCIATION


By: /s/ Mark J.Buh	By: /s/ Michael R. McVoy

Printed Name: Mark J.Buh	Printed Name: Michael R. McVoy

Title: Treasurer	Title: Senior Vice President

Perritt Funds, Inc. 2013

Amended Exhibit C to the Custody Agreement – Perritt Funds, Inc.

Separate Series of Perritt Funds, Inc.

Name of Series

Perritt Ultra MicroCap Fund

Perritt MicroCap Opportunities Fund