ta-2nd_agrmt.htm

PERRITT FUNDS, INC.

SECOND AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS SECOND AMENDMENT dated as of this 1st day of August, 2012, to the Transfer Agent Servicing Agreement dated as of February 1, 2009, as amended March 23, 2011 (the "Agreement"), is entered into by and between Perritt Funds, Inc. a Maryland corporation (the "Company") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the fees of the Agreement; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Amended Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.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 Second 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. BANCORP FUND SERVICES, LLC


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

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

Title: Treasurer	Title: Executive Vice President

Perritt Funds, Inc.

Amended Exhibit C to the Transfer Agent Servicing Agreement – Perritt Funds, Inc.

TRANSFER AGENT & SHAREHOLDER SERVICES

ANNUAL FEE SCHEDULE

Effective August 1, 2012 through July 31, 2015

Service Charges to the Fund*

Shareholder Account Fee (Subject to Minimum)

No-Load - $[ ] / open direct account

No-Load - $[ ]/ open level [ ] account

No-Load - $[ ]/closed Account

Annual Minimum - $[ ]

Annual Minimum on Institutional Class - $[ ]

Telephone Calls - $[ ]/Minute

Daily Valuation Trades - $[ ]/trade

Omnibus Account Transactions

$[ ] each – first [ ] transactions

$[ ] each – next [ ] transactions

$[ ] each – next [ ]transactions

$[ ]each – next [ ] transactions

$[ ] each – balance of transactions

CCO Support Services - $[ ] per year

Lost Shareholder Search - $[ ] /search

AML Base Service (excl Level [ ] accounts)

[ ]- [ ] accounts - $[ ]/year

[ ]+ accounts - $[ ]/year

AML New Account Service - $[ ]/new domestic accounts and $[ ]/new foreign account

ACH/EFT Shareholder Services:

$[ ]/month/fund group

$[ ]/ACH item, setup, change

$[ ]/correction, reversal

Out-of-pocket Costs - Including but not limited to:

Telephone toll-free lines, call transfers, etc.

Mailing, sorting and postage

Stationery, envelopes

Programming, special reports

Insurance, record retention, microfilm/fiche

Proxies, proxy services

ACH fees, NSCC charges

Disaster Recovery – per open account

CBRS

All other out-of-pocket expenses

Service Charges to Investors

Qualified Plan Fees (Billed to Investors)

$[ ]/qualified plan acct (Cap at $[ ]/SSN)

$[ ]/Coverdell ESA acct (Cap at $[ ]/SSN)

$[ ]/transfer to successor trustee

$[ ]/participant distribution (Excluding SWPs)

$[ ]/refund of excess contribution

Additional Shareholder Fees (Billed to Investors)

$[ ]/outgoing wire transfer

$[ ]/overnight delivery

$[ ]/telephone exchange

$[ ]/return check or ACH

$[ ]/stop payment

$[ ]/research request per account (Cap at $[ ]/request) (For requested items of the second calendar year [or previous] to the request)

Technology Charges

1. NSCC Service Interface – All NSCC Services

Setup - $[ ]/fund group

2. Telecommunications and Voice Services

Service Setup - $[ ] ATT transfer connect

VRU Setup - $[ ] /fund group

3. Fund Group Setup (first class) - $[ ]/fund group

4. Fund Setup - $[ ]/fund/class (beyond first class)

5. Development/Programming - $[ ] /hour

6. File Transmissions – subject to requirements

7. Selects - $[ ] per select, plus $[ ] /Excel

8. Extraordinary services – charged as incurred

Conversion of Records (if necessary) – Estimate to be provided.

Custom processing, re-processing

All other extraordinary services

*Subject to annual CPI increase (started August 2004), Milwaukee MSA.

Fees are billed monthly.

Perritt Funds, Inc.

Amended Exhibit C (continued) to the Transfer Agent Service Agreement – Perritt Funds, Inc.

FAN Web

Shareholder internet access to account information and transaction capabilities through a hyperlink at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc.

§ FAN Web Select (Fund Groups under [ ] open accounts)

− Implementation - $[ ]/fund group – includes up to [ ] hours of technical/BSA support

− Annual Base Fee - $[ ]/year

§ FAN Web Direct (API) – Quoted Separately

§ Customization - $[ ]/hour

§ Activity (Session) Fees:

− Inquiry - $[ ]/event

− Account Maintenance - $[ ]/event

− Transaction – financial transactions, reorder statements, etc. - $[ ]/event

§ Strong Authentication:

− $[ ]/month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle)

Electronic Confirm Presentation

eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view.

§ Document Loading, Storage, and Access - $[ ] /statement

§ Document Consent Processing, Suppression, and Notification - $[ ]/suppressed statement

§ Development & Implementation of Electronic Confirm Statements - $[ ] initial setup fee

Note: Quarterly minimum fee of $[ ].

Electronic Investor Statement Presentation

eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.

§ Document Loading, Storage, and Access - $[ ]/statement

§ Document Consent Processing, Suppression, and Notification - $[ ]/suppressed statement

§ Development & Implementation of Electronic Investor Statements - $[ ] initial setup fee

Electronic Tax Presentation

eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.

§ Document Loading, Storage, and Access - $[ ]/statement

§ Document Consent Processing, Suppression, and Notification - $[ ]/suppressed statement

Development & Implementation of Electronic Tax Statements – $[ ] initial setup fee

Electronic Compliance Presentation

eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.

§ Document Loading, Storage, and Access

§ Document Consent Processing, Suppression, and Notification - $[ ] /suppressed statement

§ Development & Implementation of Electronic Compliance Documents - $[ ] initial setup fee

Note: Annual compliance minimum fee of $[ ].

FAN Web Transaction Fees

§ View Consent Enrollment - $[ ]/transaction

§ Consent Enrollment - $[ ]/transaction

§ View Statements - $[ ] /view

Perritt Funds, Inc.

Amended Exhibit C (continued) to the Transfer Agent Service Agreement – Perritt Funds, Inc.

Literature Fulfillment Services*

Account Management

$[ ]/month (account management, lead reporting and database administration)

Out-of-Pocket Expenses

Kit and order processing expenses, postage, and printing

Inbound Teleservicing Only

Account Management - $[ ]/month

Call Servicing - $[ ]/minute

Lead Conversion Reporting (Closed Loop)

Account Management - $[ ]/month

Database Installation, Setup - $[ ]/fund group

Specialized Programming – (Separate Quote)*

*Fees exclude postage and printing charges.