0001104659-06-028954 Sample Contracts

MASTER SERVICES AGREEMENT
Master Services Agreement • April 28th, 2006 • Needham Funds Inc • Ohio

AGREEMENT made as of the 27 day of May, 2005, between BISYS FUND SERVICES OHIO, INC. (“BISYS”), an Ohio corporation having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and THE NEEDHAM FUNDS, INC. (the “Company”) a Maryland corporation, having a place of business at 445 Park Avenue, New York, NY 10022.

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SPECIAL CUSTODY ACCOUNT AGREEMENT
Special Custody Account Agreement • April 28th, 2006 • Needham Funds Inc • New York

AGREEMENT (this “Agreement”), dated as of May 27, 2005, by and among CUSTODIAL TRUST COMPANY, in its capacity as Custodian hereunder (“Custodian”), THE NEEDHAM FUNDS, INC. acting with respect to and on behalf of NEEDHAM SMALL CAP GROWTH FUND (“Customer”), and BEAR, STEARNS SECURITIES CORP. (“Broker”).

THE NEEDHAM FUNDS, INC. DISTRIBUTION AND SERVICES AGREEMENT
Distribution and Services Agreement • April 28th, 2006 • Needham Funds Inc • New York

AGREEMENT made as of the 29 day of August, 2001, between The Needham Funds, Inc., a Maryland corporation (the “Company”), and Needham & Company, Inc., a Delaware corporation (the “Distributor”), such Distributor to act in the manner contemplated by this Agreement.

The Needham Funds, Inc. New York, New York 10022
Needham Funds Inc • April 28th, 2006 • New York

The Needham Funds, Inc. (the “Fund”), a corporation organized under the laws of the State of Maryland, confirms its agreement with Needham Investment Management L.L.C. (the “Investment Adviser”) as follows:

FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 28th, 2006 • Needham Funds Inc

This Fee Waiver Agreement (the “Agreement”) is made as of the 20th day of October 2005 between The Needham Funds, Inc., a Maryland corporation (the “Fund”) and Needham Investment Management L.L.C., a Delaware limited liability company (the “Adviser”).

Master Repurchase Agreement
Master Repurchase Agreement • April 28th, 2006 • Needham Funds Inc • New York
THE NEEDHAM FUNDS, INC. AMENDMENT NO. 1 TO DISTRIBUTION AND SERVICES AGREEMENT
Distribution and Services Agreement • April 28th, 2006 • Needham Funds Inc • New York

This Amendment No. 1 to Distribution and Services Agreement(“Amendment No. 1”) is made as of the 8 day of May, 2002 between The Needham Funds, Inc., a Maryland corporation (the “Company”), and Needham & Company, Inc., a Delaware corporation (the “Distributor”).

SERVICES AGREEMENT
Services Agreement • April 28th, 2006 • Needham Funds Inc • New York

This Agreement is made as of , between (the “Agent”), and The Needham Funds, Inc., a series, open-end registered investment company (the “Company”).

Master Securities Loan Agreement Dated as of: May 27, 2005 Between: Bear, Stearns Securities Corp.
Loan Agreement • April 28th, 2006 • Needham Funds Inc • New York
CUSTODY AGREEMENT
Custody Agreement • April 28th, 2006 • Needham Funds Inc • New York

CUSTODY AGREEMENT (this “Agreement”), dated as of May 27, 2005 by and between THE NEEDHAM FUNDS, INC. (the “Company”), an open-end management investment company organized as a corporation under the laws of the State of Maryland and registered under the 1940 Act (as hereinafter defined), acting with respect to and on behalf of each of the series of the Company that are identified on Exhibit A hereto (each such series, a “Portfolio”), and CUSTODIAL TRUST COMPANY, a bank organized and existing under the laws of the State of New Jersey (the “Custodian”).

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