0000894189-20-003124 Sample Contracts

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • April 29th, 2020 • Needham Funds Inc

This Fee Waiver and Expense Reimbursement Agreement (the “Agreement”) is made as of the 1st day of May 2020 between The Needham Funds, Inc., a Maryland corporation (the “Fund”), on behalf of each of the portfolios (each, a “Portfolio”) of the Fund set forth on Schedule A hereto, and Needham Investment Management L.L.C., a Delaware limited liability company (the “Adviser”).

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THE NEEDHAM FUNDS, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 29th, 2020 • Needham Funds Inc

THIS SECOND AMENDMENT effective as of the 1st day of November, 2019, to the Amended and Restated Transfer Agent Servicing Agreement, dated as of June 7, 2012 (the "Agreement"), is entered into by and between THE NEEDHAM FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

SPECIAL CUSTODY and PLEDGE AGREEMENT (Short Sales and Exchange-Listed Options)
Special Custody and Pledge Agreement • April 29th, 2020 • Needham Funds Inc • New York

THIS SPECIAL CUSTODY and PLEDGE AGREEMENT, (hereinafter, the “Agreement”) dated this 12th day of August, 2015, is made by and among THE NEEDHAM FUNDS, INC., on behalf of each of Needham Aggressive Growth Fund, Needham Growth Fund, and Needham Small Cap Growth Fund (each, severally and not jointly, a “Customer”), PERSHING LLC (“Broker”) NEEDHAM INVESTMENT MANAGEMENT, LLC (“Adviser”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”). It is understood and agreed that this document is a separate Agreement between Broker, Adviser, Custodian and each Customer, as if each such Customer has executed a separate document naming only itself as Customer and that no Customer shall have any liability under this document for the obligations of any other Customer.

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