Buffalo Funds Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • December 4th, 2001 • Buffalo Funds
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ARTICLE I DEFINITIONS
Custody Agreement • July 30th, 2003 • Buffalo Funds • Ohio
AMENDED AND RESTATED MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • July 1st, 2019 • Buffalo Funds • Delaware

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT dated as of the 1st day of July, 2019, is made and entered into by and between BUFFALO FUNDS, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the series of the Trust listed on Schedule A attached hereto, which may be amended from time to time (each, a “Fund, and collectively, the “Funds”), and KORNITZER CAPITAL MANAGEMENT, INC., a corporation organized under the laws of the State of Kansas (hereinafter referred to as the “Manager”).

UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2001 • Buffalo Funds
BUFFALO FUNDS AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • July 27th, 2022 • Buffalo Funds • Delaware

This Amended and Restated Master Services Agreement (the “Agreement”) dated as of the 21st day of November, 2019, is made between U.S. Bancorp Fund Services, LLC (“USBFS”) and Kornitzer Capital Management, Inc. (the “Adviser”).

AMENDED AND RESTATED MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • July 1st, 2019 • Buffalo Funds

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made and entered into as of the 1st day of July, 2019, by and between BUFFALO FUNDS, a Delaware business trust (hereinafter referred to as the “Trust”), on behalf of the Buffalo Emerging Opportunities Fund (the “Fund”), and KORNITZER CAPITAL MANAGEMENT, INC., a corporation organized under the laws of the State of Kansas (hereinafter referred to as the “Manager”), and which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • May 31st, 2013 • Buffalo Funds • Delaware

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of this 20th day of March, 2013, by and between Kornitzer Capital Management, Inc., a Kansas Corporation (the “Adviser”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) and Buffalo Funds (the “Trust”), a Delaware statutory trust, on behalf of its series listed on Appendix A, as the parties may amend, (collectively, the “Buffalo Funds” or the “Funds” and each, individually, a “Fund”).

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • November 29th, 2012 • Buffalo Funds • Ohio

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (hereinafter referred to as the “Agreement”), dated as of the 16th day of November, 2012, originally made and entered into as of the, by and between Kornitzer Capital Management, Inc. (“KCM”), U.S. Bank National Association, a national banking association (the “Custodian”) and Buffalo Funds (the “Trust”), a Delaware statutory trust, on behalf of its series listed on Exhibit C hereto (each a “Fund” and collectively, the “Funds”), as may be amended from time to time.

AMENDED AND RESTATED MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • July 1st, 2019 • Buffalo Funds

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made and entered into as of the 1st day of July, 2019, by and between BUFFALO FUNDS, a Delaware business trust (hereinafter referred to as the “Trust”), on behalf of each separate series of its shares set forth on the Appendix A attached to this Agreement, as that Appendix A may be amended from time to time (each such series is hereinafter referred to as a “Fund,” and collectively as the “Funds”) and KORNITZER CAPITAL MANAGEMENT, INC., a corporation organized under the laws of the State of Kansas (hereinafter referred to as the “Manager”), and which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 29th, 2020 • Buffalo Funds

THIS DISTRIBUTION AGREEMENT (“Agreement”) is by and and between Quasar Distributors, LLC (the “Distributor”), Buffalo Funds (“Fund Company”) and Kornitzer Capital Management, Inc. (“Adviser”).

BUFFALO FUNDS AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • September 27th, 2007 • Buffalo Funds

THIS AMENDMENT to the Amended and Restated Custody Agreement (the “Agreement”) dated as of April 25th, 2003, as amended December 1, 2006, by and among Kornitzer Capital Management, Inc., a Kansas corporation (“KCM”), U.S. Bank National Association, N.A., a national banking association (the "Custodian") and the following investment companies: Buffalo Balanced Fund, Inc., Buffalo Large Cap Fund, Inc. Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund, Inc. and Buffalo Funds, a Delaware statutory trust (each investment company and/or series a “Fund” and collectively the “Funds”), is entered into by the parties effective as of August 10, 2007.

AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • July 27th, 2022 • Buffalo Funds

This Addendum (the "Addendum") to Exhibit A of the Amended and Restated Master Services Agreement dated November 21, 2019, (the "Agreement") is entered into by and between Kornitzer Capital Management, Inc. (the "Company") and U.S. Bancorp Fund Services, LLC ("USBFS").

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 24th, 2015 • Buffalo Funds • Ohio

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (hereinafter referred to as the “Agreement”), dated as of the 20th day of May, 2013, originally made and entered into by and among Kornitzer Capital Management, Inc. (“KCM”), U.S. Bank National Association, a national banking association (the “Custodian”) and Buffalo Funds (the “Trust”), a Delaware statutory trust, on behalf of its series listed on Exhibit C hereto (each a “Fund” and collectively, the “Funds”), as may be amended from time to time is hereby amended and restated as of April 16, 2014.

BUFFALO FUNDS AMENDMENT TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • December 15th, 2006 • Buffalo Funds

THIS AMENDMENT to the Master Services Agreement dated as of April 25th, 2003, as amended February 20, 2004, by and between Kornitzer Capital Management, Inc., a Kansas corporation (the “Adviser”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS") is entered into by the parties effective as of December 1, 2006.

BUFFALO FUNDS AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • September 27th, 2007 • Buffalo Funds

THIS AMENDMENT to the Distribution Agreement (the “Distribution Agreement”) dated as of April 25th, 2003, by and among Kornitzer Capital Management, Inc., a Kansas corporation (the “Adviser”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) and the following investment companies: Buffalo Balanced Fund, Inc., Buffalo Large Cap Fund, Inc. Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund, Inc. and Buffalo Funds, a Delaware statutory trust (each investment company and/or series a “Fund” and collectively the “Buffalo Funds”), is entered into by the parties effective as of August 10, 2007.

MASTER SERVICES AGREEMENT BUFFALO FUNDS
Master Services Agreement • July 29th, 2004 • Buffalo Funds • Delaware

This Agreement is made as of this 25th day of April, 2003, between U.S. Bancorp Fund Services, LLC (“USBFS”) and Kornitzer Capital Management, Inc. (the “Adviser”), as investment adviser and manager of the registered investment companies listed on Appendix I, as the parties may amend, (collectively, the “Buffalo Funds” or the “Funds” and each, individually, a “Fund”).

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • May 31st, 2013 • Buffalo Funds • Ohio
AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement • December 15th, 2006 • Buffalo Funds • Ohio

THIS AGREEMENT, originally made and entered into as of the 25th day of April, 2003, by and between Kornitzer Capital Management, Inc. (“KCM”), U.S. Bank National Association, a national banking association (the “Custodian”) and the following investment companies: Buffalo Balanced Fund, Inc., Buffalo Large Cap Fund, Inc., Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund, Inc., and Buffalo Funds, a Delaware statutory trust is hereby amended and restated as of December 1, 2006.

AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • December 15th, 2006 • Buffalo Funds

THIS AMENDMENT dated as of the 1st day of December, 2006, to the Distribution Agreement, dated as of April 25, 2003, (the “Agreement”) is by and among Kornitzer Capital Management, Inc., a Kansas corporation, (the “Adviser”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) and each of the entities listed on Exhibit A of the Agreement, (collectively, the “Buffalo Funds” or the “Funds” and each, individually, a “Fund”).

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BUFFALO FUNDS AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 24th, 2015 • Buffalo Funds

THIS AMENDMENT to the Amended and Restated Custody Agreement (the “Agreement”) dated as of April 16, 2014, is entered into by and among Kornitzer Capital Management, Inc., a Kansas corporation (“KCM”), U.S. Bank National Association, N.A., a national banking association (the “Custodian”) and Buffalo Funds (the “Trust”), a Delaware statutory trust, on behalf of its series (each a “Fund” and collectively, the “Funds”), is entered into by the parties effective as of October 15, 2014.

BUFFALO FUNDS AMENDMENT TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • April 15th, 2008 • Buffalo Funds

THIS AMENDMENT to the Master Services Agreement dated as of April 25th, 2003, as amended February 20, 2004 and December 1, 2006, by and between Kornitzer Capital Management, Inc., a Kansas corporation (the “Adviser”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS"), is entered into by the parties effective as of February 15, 2008.

BUFFALO FUNDS AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • April 15th, 2008 • Buffalo Funds

THIS AMENDMENT to the Distribution Agreement (the “Distribution Agreement”) dated as of April 25th, 2003, as amended December 1, 2007, by and among Kornitzer Capital Management, Inc., a Kansas corporation (the “Adviser”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) and the following investment companies: Buffalo Balanced Fund, Inc., Buffalo Large Cap Fund, Inc. Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund, Inc. and Buffalo Funds, a Delaware statutory trust (each investment company and/or series a “Fund” and collectively the “Buffalo Funds”), is entered into by the parties effective as of February 15, 2008.

BUFFALO FUNDS AMENDMENT TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • September 27th, 2007 • Buffalo Funds

THIS AMENDMENT to the Master Services Agreement dated as of April 25th, 2003, as amended February 20, 2004 and December 1, 2006, by and between Kornitzer Capital Management, Inc., a Kansas corporation (the “Adviser”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS"), is entered into by the parties effective as of August 10, 2007.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 30th, 2013 • Buffalo Funds • Delaware

This Agreement and Plan of Reorganization (“Agreement”) is made as of January 8, 2013, by and between Buffalo Funds, a Delaware statutory trust (the “Trust”), on behalf of its series the Buffalo China Fund (the “Target Fund”) and the Trust, on behalf of its series the Buffalo International Fund (the “Acquiring Fund” and, together with the Target Fund, the “Funds”). Kornitzer Capital Management, Inc. is a party to this Agreement solely for purposes of paragraph 8.2. All agreements, representations, actions and obligations described herein made or to be taken or undertaken by the Acquiring Fund or the Target Fund are made and shall be taken or undertaken by the Trust on behalf of the Acquiring Fund and Target Fund.

BUFFALO FUNDS AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • April 15th, 2008 • Buffalo Funds

THIS AMENDMENT to the Amended and Restated Custody Agreement (the “Agreement”) dated as of April 25th, 2003, as amended December 1, 2006, by and among Kornitzer Capital Management, Inc., a Kansas corporation (“KCM”), U.S. Bank National Association, N.A., a national banking association (the "Custodian") and the following investment companies: Buffalo Balanced Fund, Inc., Buffalo Large Cap Fund, Inc. Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund, Inc. and Buffalo Funds, a Delaware statutory trust (each investment company and/or series a “Fund” and collectively the “Funds”), is entered into by the parties effective as of February 15, 2008.

Distribution Agreement
Distribution Agreement • July 27th, 2022 • Buffalo Funds

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Quasar Distributors, LLC (the “Distributor”), Buffalo Funds (“Fund Company”) and Kornitzer Capital Management, Inc. (“Adviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 15th, 2006 • Buffalo Funds

THIS SUBADVISORY AGREEMENT (the “Agreement”) is entered into as of the 9st day of October, 2006 by and between Kornitzer Capital Management, Inc., a Kansas corporation (“Advisor”) and Jayhawk Capital Management, L.L.C., a Delaware limited liability company (“Subadvisor”).

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