0000894189-11-001866 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • April 29th, 2011 • Needham Funds Inc • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of May, 2010, by and between THE NEEDHAM FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 29th, 2011 • Needham Funds Inc • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of May, 2010, by and between THE NEEDHAM FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 29th, 2011 • Needham Funds Inc • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of May, 2010, by and between THE NEEDHAM FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 29th, 2011 • Needham Funds Inc

This Fee Waiver Agreement (the “Agreement”) is made as of the 28th day of April 2011 between The Needham Funds, Inc., a Maryland corporation (the “Fund”), and Needham Investment Management L.L.C., a Delaware limited liability company (the “Adviser”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 29th, 2011 • Needham Funds Inc • Wisconsin

TRANSFER AGENT & SHAREHOLDER SERVICES SUPPLEMENTAL SERVICES - FEE SCHEDULE at July, 2010 Charges Paid by Investors Shareholder accounts will be charged based upon the type of activity and type of account, including the following: Qualified Plan Fees § $_____ /qualified plan acct (Cap at $_____ /SSN) § $_____ /Coverdell ESA acct (Cap at $_____ /SSN) § $_____ /transfer to successor trustee § $_____ /participant distribution (Excluding SWPs) § $_____ /refund of excess contribution § $_____ /reconversion/recharacterization Additional Shareholder Paid Fees § $_____ /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) Literature Fulfillment Services § Account Management − $_____ /month (account management, lead reporting and database administration) § Out-of-Pocket Expen

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