0000894189-15-002191 Sample Contracts

AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 30th, 2015 • Needham Funds Inc • Wisconsin

THIS AGREEMENT, originally made and entered into as of the 26th day of May, 2010, by and between THE NEEDHAM FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND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”), is hereby amended and restated as of June 7, 2012.

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THE NEEDHAM FUNDS, INC. FIRST AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • April 30th, 2015 • Needham Funds Inc

THIS FIRST AMENDMENT dated as of the 6th day of October, 2014, to the to the Amended and Restated Custody Agreement originally made and entered into as of May 26, 2010, amended and restated as of June 7, 2012 (the “Agreement”), is entered into by and between NEEDHAM FUNDS, INC., a Maryland corporation (the “Company”) and U.S. BANK, N.A., a national banking association (the "Custodian").

AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • April 30th, 2015 • Needham Funds Inc • Wisconsin

THIS AGREEMENT, originally made and entered into as of the 26th day of May, 2010, by and between THE NEEDHAM FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND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”), is hereby amended and restated as of June 7, 2012.

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • April 30th, 2015 • Needham Funds Inc

This Fee Waiver Agreement (the “Agreement”) is made as of the 30th day of April 2015 between The Needham Funds, Inc., a Maryland corporation (the “Fund”), on behalf of Needham Aggressive Growth Fund, Needham Growth Fund, and Needham Small Cap Growth Fund (each, a “Portfolio”), and Needham Investment Management L.L.C., a Delaware limited liability company (the “Adviser”).

AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 30th, 2015 • 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 § $ XXXX /qualified plan acct (Cap at $ XXXX /SSN) § $ XXXX /Coverdell ESA acct (Cap at $ XXXX /SSN) § $ XXXX /transfer to successor trustee § $ XXXX /participant distribution (Excluding SWPs) § $ XXXX /refund of excess contribution § $ XXXX /reconversion/recharacterization Additional Shareholder Paid Fees § $ XXXX /outgoing wire transfer § $ XXXX /overnight delivery § $ XXXX /telephone exchange § $ XXXX /return check or ACH § $ XXXX /stop payment § $ XXXX /research request per account (Cap at $ XXXX/request) (For requested items of the second calendar year [or previous] to the request) Literature Fulfillment Services § Account Management − $ XXXX /month (account management, lead reporting and database administration) § Out-of-Pocket Expens

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