0001144204-10-023589 Sample Contracts

AMENDMENT
Amendment • April 30th, 2010 • Needham Funds Inc • New York

AMENDMENT (this “Amendment”) dated as of March 18, 2009, to the Repurchase Agreement and the Securities Loan Agreement, if any, (as each such term is defined below) among the undersigned accountholder (the “Accountholder”), J.P. Morgan Securities Inc. (formerly known as Bear, Stearns & Co. Inc.) and J.P. Morgan Clearing Corp. (formerly known as Bear, Stearns Securities Corp.).

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FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 30th, 2010 • Needham Funds Inc

This Fee Waiver Agreement (the "Agreement") is made as of the 29th day of April, 2010 between The Needham Funds, Inc., a Maryland corporation (the "Fund") and Needham Investment Management L.L.C., a Delaware limited liability company (the "Adviser").

FEE WAIVER AGREEMENT
Fee Waiver Agreement • April 30th, 2010 • Needham Funds Inc

This Fee Waiver Agreement (the "Agreement") is made as of the 29th day of April 2010 between The Needham Funds, Inc., a Maryland corporation (the "Fund") and Needham Investment Management L.L.C., a Delaware limited liability company (the "Adviser").

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