DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 25th day of April, 2003,
by and between Xxxxxxxxx Capital Management, Inc., a Kansas Corporation (the
"Adviser"), Quasar Distributors, LLC, a Delaware limited liability company (the
"Distributor") and each of the registered investment companies listed on
Appendix A, as the parties may amend, (collectively, the "Buffalo Funds" or the
"Funds" and each, individually, a "Fund").
WHEREAS, each Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
is authorized to issue shares ("Shares") in one or more separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, the Adviser serves as the investment adviser for the Funds and is
duly registered under the Investment Advisers Act of 1940, as amended, as an
investment adviser;
WHEREAS, the Funds desire to retain the Distributor as principal
underwriter in connection with the offering and sale of the Shares of each Fund;
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, this Agreement has been approved by a vote of each Fund's Board of
Directors or Trustees ("Board") and its disinterested Directors or Trustees in
conformity with Section 15(c) of the 1940 Act;
WHEREAS, the Adviser may use its legitimate profits for the payment of
distribution expenses with respect to the Funds, and the Adviser has determined
that it will cede its legitimate profits for the payment of distribution
services that are identified in this Agreement; and
WHEREAS, the Distributor is willing to act as principal underwriter for the
Funds on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. Appointment of Quasar as the Distributor
The Funds hereby appoint the Distributor as agent for the sale and
distribution of Shares of the Funds, on the terms and conditions set forth in
this Agreement, and the Distributor hereby accepts such appointment and agrees
to perform the services and duties set forth in this Agreement.
2. Services and Duties of the Distributor
A. The Distributor agrees to sell Shares of the Funds on a best efforts
basis as agent for each Fund during the term of this Agreement, upon the terms
and at the current offering price (plus sales charge, if any) described in the
Prospectus. As used in this Agreement, the term "Prospectus" shall mean the
current prospectus, including the statement of additional information, as
amended or supplemented, relating to the Funds and included in the currently
effective registration statement or post-effective amendment thereto (the
"Registration Statement") of the Funds under the Securities Act of 1933, as
amended (the "1933 Act") and the 0000 Xxx.
B. During the continuous public offering of Shares of the Funds, the
Distributor will hold itself available to receive orders for the purchase of
Shares of the Funds and will accept such orders on behalf of the Funds. Such
purchase orders shall be deemed effective at the time and in the manner set
forth in the Prospectus.
C. The Distributor, with the operational assistance of the Funds' transfer
agent, shall make Shares available for sale and redemption through the National
Securities Clearing Corporation's Fund/SERV System.
D. In connection with all matters relating to this Agreement, the
Distributor agrees to comply with the requirements of the 1933 Act, the 1934
Act, the 1940 Act, the regulations of the NASD and all other applicable federal
or state laws and regulations. The Distributor acknowledges and agrees that it
is not authorized to provide any information or make any representations other
than as contained in the Prospectus and any sales literature specifically
approved by the Adviser or the Funds.
E. The Distributor agrees to cooperate with the Adviser in the development
of all proposed advertisements and sales literature relating to the Funds. The
Distributor agrees to review all proposed advertisements and sales literature
for compliance with applicable laws and regulations, and shall file with
appropriate regulators those advertisements and sales literature it believes are
in compliance with such laws and regulations. The Distributor agrees to promptly
furnish to the Adviser any comments provided by regulators with respect to such
materials and to use its best efforts to obtain the approval of the regulators
to such materials.
F. The Distributor, subject to the Funds' right to suspend, may repurchase
Shares offered for sale by shareholders of the Funds. Repurchase of Shares by
the Distributor shall be at the price determined in accordance with, and in the
manner set forth in, the current Prospectus. At the end of each business day,
the Distributor shall notify, by any appropriate means, any Funds and its
transfer agent of the orders for repurchase of Shares received by the
Distributor since the last report, the amount to be paid for such Shares, and
the identity of the shareholders offering Shares for repurchase. The Funds
reserve the right to suspend such repurchase right upon written notice to the
Distributor. The Distributor further agrees to act as agent for the Funds to
receive and transmit promptly to the Funds' transfer agent shareholder requests
for redemption of Shares.
G. The Distributor may, in its discretion, enter into agreements with such
qualified broker-dealers as it may select, in order that such broker-dealers
also may sell Shares of the Funds. The form of any dealer agreement shall be
mutually agreed upon and approved by the Funds, Adviser and the Distributor. The
Distributor may pay a portion of any applicable sales charge, or allow a
discount, to a selling broker-dealer, as described in the Prospectus or, if not
described, as agreed upon with the broker-dealer. Distributor will pay all fees
for administration and distribution under such agreements with broker-dealers
out of the fees that Adviser pays to U.S. Bancorp Fund Services, LLC ("USBFS"),
which are described in Exhibit B. The Distributor shall include in the forms of
agreement with selling broker-dealers a provision for the forfeiture by them of
their fees with respect to Shares sold by them and redeemed, repurchased or
tendered for redemption within seven business days after the date of
confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Shares
of the Funds but shall not be obligated to sell any certain number of Shares.
I. The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be reasonably
requested by the Board, including reports regarding the use of 12b-1 payments
received by the Distributor, if any.
J. The services furnished by the Distributor hereunder are not to be deemed
exclusive and the Distributor shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby.
The Adviser recognizes that from time to time officers and employees of the
Distributor may serve as directors, Directors/Trustees, officers and employees
of other entities (including investment companies), that such other entities may
include the name of the Distributor as part of their name and that the
Distributor or its affiliates may enter into distribution, administration, fund
accounting, transfer agent or other agreements with such other entities.
3. Duties and Representations of the Funds and the Adviser
A. Each Fund represents that it is duly organized and in good standing
under the law of its jurisdiction of organization and registered as an open-end
management investment company under the 1940 Act. Each Fund agrees that it will
act in material conformity with its governing documents, its Registration
Statement as may be amended from time to time and resolutions and other
instructions of its Board. Each Fund agrees to comply in all material respects
with the 1933 Act, the 1940 Act, and all other applicable federal and state laws
and regulations. Each Fund represents and warrants that this Agreement has been
duly authorized by all necessary action by the Fund under the 1940 Act, state
law and the Funds' governing documents.
B. The Adviser, or its agent, shall take or cause to be taken all necessary
action to register Shares of the Funds under the 1933 Act and to maintain an
effective Registration Statement for such Shares in order to permit the sale of
Shares as herein contemplated. The Adviser authorizes the Distributor to use the
Prospectus, in the form furnished to the Distributor from time to time, in
connection with the sale of Shares.
C. The Adviser and Funds represent and agree that all Shares to be sold by
the Distributorshall be validly authorized and, when issued in accordance with
the description in the Prospectus, will be fully paid and nonassessable. The
Adviser further agrees that it shall have the right to suspend the sale of
Shares of any Fund at any time in response to conditions in the securities
markets or otherwise, and to suspend the redemption of Shares of any Fund at any
time permitted by the 1940 Act or the rules of the Securities and Exchange
Commission ("SEC"). The Adviser shall advise the Distributor promptly of any
such determination.
D. The Adviser agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the SEC
or its staff relating to the Funds, including requests by the SEC for
amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order
suspending the effectiveness of the Registration Statement then in effect
or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement
of a material fact made in the Prospectus or which requires the making of a
change in such Prospectus in order to make the statements therein not
misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to
any Registration Statement or Prospectus which may from time to time be
filed with the SEC.
E. The Adviser, or its agent, shall file such reports and other documents
as may be required under applicable federal and state laws and regulations. The
Adviser, or its agent, shall notify the Distributor in writing of the states in
which the Shares may be sold and shall notify the Distributor in writing of any
changes to such information.
F. The Adviser agrees to file or cause to be filed from time to time such
amendments to each Fund's Registration Statement and Prospectus as may be
necessary in order that its Registration Statement and Prospectus will not
contain any untrue statement of material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading.
G. The Adviser shall fully cooperate in the efforts of the Distributor to
sell and arrange for the sale of Shares, and the Adviser, or its agent, shall
make available to the Distributor a statement of each computation of net asset
value. In addition, the Adviser shall keep the Distributor fully informed of its
affairs and, with respect to the Funds, shall provide to the Distributor from
time to time copies of all information, financial statements, and other papers
that the Distributor may reasonably request for use in connection with the
distribution of Shares, including, without limitation, certified copies of any
financial statements prepared for the Funds by its independent public
accountants and such reasonable number of copies of the most current Prospectus,
statement of additional information and annual and interim reports to
shareholders as the Distributor may request. The Adviser shall make available a
copy of any SEC filings, including the Registration Statement, to the
Distributor within a reasonable time following any such filings. The Adviser
represents that it will not use or authorize the use of any advertising or sales
material unless and until such materials have been approved and authorized for
use by the Distributor.
H. The Adviser and the Funds represent and warrant that the Funds'
Registration Statement and any advertisements and sales literature of the Funds
(excluding statements relating to the Distributor and the services it provides
that are based upon written information furnished by the Distributor expressly
for inclusion therein) shall not contain any untrue statement of material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and that all statements or
information furnished to the Distributor pursuant to this Agreement shall be
true and correct in all material respects.
4. Compensation
As compensation for the services performed and the expenses assumed by
Distributor under this Agreement including, but not limited to, any fees paid to
others for sales of Shares, Distributor shall be entitled to the fees and
expenses set forth in Exhibit B hereto (as amended from time to time), which are
payable promptly after the last day of each month. The Funds shall not be
responsible for compensating the Distributor for any fees or expenses under this
Agreement.
5. Expenses
A. The Funds and the Adviser shall bear costs and expenses as described in
the respective "Management Agreement" between each Fund and the Adviser. With
respect to expenses to be born by the Adviser pursuant to the Management
Agreements, USBFS will responsible for covering all expenses that it is required
to pay pursuant to the Master Services Agreement, dated April ___, 2003, by and
between USBFS and the Adviser.
B. The Distributor shall bear the expenses of registration or qualification
of the Distributor as a dealer or broker under federal or state laws and the
expenses of continuing such registration or qualification. The Distributor does
not assume responsibility for any expenses not expressly assumed hereunder.
6. Indemnification
A. The Adviser and Funds shall indemnify, defend and hold the Distributor,
and each of its present or former members, officers, employees, representatives
and any person who controls or previously controlled the Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all losses, claims, demands, liabilities, damages and expenses (including
the costs of investigating or defending any alleged losses, claims, demands,
liabilities, damages or expenses and any reasonable counsel fees incurred in
connection therewith) (collectively, "Losses") that the Distributor, each of its
present and former members, officers, employees or representatives or any such
controlling person, may incur under the 1933 Act, the 1934 Act, any other
statute (including Blue Sky laws) or any rule or regulation thereunder, or under
common law or otherwise, arising out of or based upon any untrue statement, or
alleged untrue statement of a material fact contained in the Registration
Statement or any Prospectus, as from time to time amended or supplemented, or in
any annual or interim report to shareholders, or in any advertisement or sales
literature, or arising out of or based upon any omission, or alleged omission,
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or based upon the Adviser's failure
to comply with the terms of this Agreement or applicable law; provided, however,
that the Adviser's and Funds' obligation to indemnify the Distributor and any of
the foregoing indemnitees shall not be deemed to cover any Losses arising out of
any untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, Prospectus, annual or interim report, or any
such advertisement or sales literature in reliance upon and in conformity with
information furnished to the Funds, Adviser or its counsel by the Distributor..
The agreement to indemnify the Distributor, and any of the foregoing
indemnitees, as the case may be, with respect to any action, is expressly
conditioned upon the Funds and Adviser being notified of such action or claim of
loss brought against the Distributor, or any of the foregoing indemnitees,
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor, or such person, unless the failure to give notice does not
prejudice the Funds and the Adviser. Such notification shall be given by letter
or by telegram addressed to the Funds' and Adviser's President.
B. The Adviser and Funds shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such Losses, but if the Funds or the Adviser elects to
assume the defense, such defense shall be conducted by counsel chosen by the
Funds or the Adviser and approved by the Distributor, which approval shall not
be unreasonably withheld. In the event the Funds or the Adviser elects to assume
the defense of any such suit and retain such counsel, the indemnified defendant
or defendants in such suit shall bear the reasonable fees and expenses of any
additional counsel retained by them. If the Funds or the Adviser does not elect
to assume the defense of any such suit, or in case the Distributor does not, in
the exercise of reasonable judgment, approve of counsel chosen by the Funds or
the Adviser or, if under prevailing law or legal codes of ethics, the same
counsel cannot effectively represent the interests of both the Funds or the
Adviser and the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person, the Adviser will
reimburse the indemnified person or persons named as defendant or defendants in
such suit, for the fees and expenses of any counsel retained by Distributor and
them. The Funds and the Adviser's indemnification agreement contained in
Sections 6(A) and 6(B) shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Distributor, and
each of its present or former members, officers, employees, representatives or
any controlling person, and shall survive the delivery of any Shares and the
termination of this Agreement. This agreement of indemnity will inure
exclusively to the Distributor's benefit, to the benefit of each of its present
or former members, officers, employees or representatives or to the benefit of
any controlling persons and their successors. The Funds or the Adviser agrees
promptly to notify the Distributor of the commencement of any litigation or
proceedings against the Funds or any of its officers or directors/trustees in
connection with the issue and sale of any of the Shares.
C. The Distributor shall indemnify, defend and hold the Funds and the
Adviser, and each of its present or former Directors/Trustees, officers,
employees, representatives, and any person who controls or previously controlled
the Funds and the Adviser within the meaning of Section 15 of the 1933 Act, free
and harmless from and against any and all Losses that the Funds and the Adviser,
and each of its present or former Directors/Trustees, officers, employees,
representatives, or any such controlling person, may incur under the 1933 Act,
the 1934 Act, any other statute (including Blue Sky laws) or any rule or
regulation thereunder, or under common law or otherwise, arising out of or based
upon any untrue, or alleged untrue, statement of a material fact contained in
the Funds' Registration Statement or any Prospectus, as from time to time
amended or supplemented, or arising out of or based upon Distributor's
negligence, intentional misconduct, failure to comply with the terms of this
Agreement or applicable law, or the omission, or alleged omission, to state
therein a material fact required to be stated therein or necessary to make the
statement not misleading, but only if such statement or omission was made in
reliance upon, and in conformity with, written information furnished to the
Funds, Adviser or its counsel by the Distributor. The Distributor's agreement to
indemnify the Funds and the Adviser, and any of the foregoing indemnitees, is
expressly conditioned upon the Distributor's being notified of any action or
claim of loss brought against the Funds or the Adviser, and any of the foregoing
indemnitees, such notification to be given by letter or telegram addressed to
the Distributor's President, within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon the Adviser or such person unless the failure to give notice
does not prejudice the Distributor.
D. The Distributor shall be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Distributor elects to assume the defense, such defense shall be conducted by
counsel chosen by the Distributor and approved by the Funds and the Adviser,
which approval shall not be unreasonably withheld. In the event the Distributor
elects to assume the defense of any such suit and retain such counsel, the
indemnified defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by them. If the Distributor does not
elect to assume the defense of any such suit, or in case the Funds or the
Adviser does not, in the exercise of reasonable judgment, approve of counsel
chosen by the Distributor or, if under prevailing law or legal codes of ethics,
the same counsel cannot effectively represent the interests of both the Funds or
Adviser and the Distributor, and each of its present or former members,
officers, employees, representatives or any controlling person, the Distributor
will reimburse the indemnified person or persons named as defendant or
defendants in such suit, for the reasonable fees and expenses of any counsel
retained by the Funds or Adviser and them. The Distributor's indemnification
agreement contained in Sections 6(D) and (E) shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Funds and the Adviser, and each of its present or former directors/trustees,
officers, employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this Agreement. This
Agreement of indemnity will inure to the benefit of the Funds and the Adviser,
to the benefit of each of its present or former directors/trustees, officers,
employees or representatives or to the benefit of any controlling persons and
their successors. The Distributor agrees promptly to notify the Funds and the
Adviser of the commencement of any litigation or proceedings against the
Distributor or any of its officers or directors in connection with the issue and
sale of any of the Shares.
E. No person shall be obligated to provide indemnification under this
Section 6 if such indemnification would be impermissible under the 1940 Act, the
1933 Act, the 1934 Act or the rules of the NASD; provided, however, in such
event indemnification shall be provided under this Section 6 to the maximum
extent so permissible. The provisions of this Section 6 shall survive
termination of this Agreement.
7. Governing Law
This Agreement shall be construed in accordance with the laws of the State
of Delaware, without regard to conflicts of law principles. To the extent that
the applicable laws of the State of Delaware, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the SEC thereunder.
8. Duration and Termination
A. This Agreement shall become effective with respect to each Fund (or
series thereof) listed on Exhibit A hereof as of the date hereof and, with
respect to each Fund not in existence on that date, on the date an amendment to
Exhibit A to this Agreement relating to that Fund is executed following approval
as required by Section 15(c) of the 1940 Act. Unless sooner terminated as
provided herein, this Agreement shall continue as to any Fund (or series
thereof) in effect for two years from its effective date . Thereafter, if not
terminated, this Agreement shall continue automatically in effect as to each
Fund (or series thereof) for successive one-year periods, provided such
continuance is specifically approved at least annually by (i) the Fund's Board
or (ii) the vote of a "majority of the outstanding voting securities" of the
Fund (or series thereof), and provided that in either event the continuance is
also approved by a majority of the Fund's Board who are not "interested persons"
of any party to this Agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval.
B. Notwithstanding the foregoing, this Agreement may be terminated, without
the payment of any penalty, with respect to a particular Fund (or series
thereof) through a failure to renew this Agreement at the end of a term, upon
mutual consent of the partiesor (i) by a Fund's Board (ii) by vote of a
"majority of the outstanding voting securities" of the Fund (or series thereof),
or (iii) by the Distributor after providing sixty (60) days written notice to
terminate. The terms of this Agreement shall not be waived, altered, modified,
amended or supplemented in any manner whatsoever except by a written instrument
signed by the Funds, Adviser and the Distributor.This Agreement will
automatically terminate in the event of its assignment.
C. Sections 6, 7, 9 and 10 shall survive termination of this Agreement, in
addition to any other provisions of this Agreement that are necessary for the
orderly winding-up of the parties' contractual relationship after notice to
terminate has been given.
9.Confidentiality
The Distributor agrees on behalf of its employees to treat all records
relative to the Adviser, the Funds and prior, present or potential shareholders
of the Funds as confidential, and not to use such records for any purpose other
than performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval from the Adviser and/or
the Funds, which approval shall not be unreasonably withheld, and may not be
withheld where the Distributor may be exposed to civil or criminal proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, when subject to governmental or regulatory audit or
investigation, or when so requested by the Funds. Records and information that
have become known to the public through no wrongful act of the Distributor or
any of its employees, agents or representatives shall not be subject to this
paragraph.
In accordance with Regulation S-P, the Distributor will not disclose any
non-public personal information, as defined in Regulation S-P and all other
applicable law, received from the Adviser or any Fund regarding any Fund
shareholder; provided, however, that the Distributor may disclose such
information as necessary in the ordinary course of business to carry out the
purposes for which such information was disclosed to the Distributor, or as may
be required by law. The Distributor agrees to use reasonable precautions to
protect and prevent the unintentional disclosure of such non-public personal
information.
10. Anti-Money Laundering Program
The Distributor represents and warrants that it (a) has adopted an
anti-money laundering compliance program ("AML Program") that satisfies the
requirements of all applicable laws and regulations; (b) undertakes it will use
commercially reasonable steps to carry out its AML Program ; and (c) will notify
the Funds and the Adviser promptly if an inspection by the appropriate
regulatory authorities of its AML Program identifies any material deficiency,
and will promptly remedy any material deficiency of which it learns.
11. Miscellaneous
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Any provision of this Agreement which may
be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person," and "assignment" shall have the same meaning as such terms
have in the 1940 Act.
12. Notices
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service or 3 days after sent by registered or certified
mail, postage prepaid, return receipt requested or on the date sent and
confirmed received by facsimile transmission to the other parties' respective
addresses set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Adviser and the Funds shall be sent to:
Xxxxxxxxx Capital Management, Inc.
0000 Xxxx 00xx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.
XXXXXXXXX CAPITAL QUASAR DISTRIBUTORS, LLC
MANAGEMENT, INC.,
By: __________________________ By: ______________________________
Xxxx X. Xxxxxxxxx Xxxxx Xxxxxxxxx
Title: _________________________ Title: _____________________________
BUFFALO BALANCED FUND, INC.
BUFFALO LARGE CAP FUND, INC.
BUFFALO HIGH YIELD FUND, INC.
BUFFALO USA GLOBAL FUND, INC.
BUFFALO SMALL CAP FUND, INC.
BUFFALO FUNDS
By:
Title:
Exhibit A
to the
Distribution Agreement
The Buffalo Funds
Name Date
Added
----- ----
Buffalo Balanced Fund,
Inc. April 25, 2003
Buffalo High Yield Fund, Inc. April 25, 2003
Buffalo Large Cap Fund,
Inc. April 25, 2003
Buffalo Small Cap Fund, Inc.
April 25, 2003
Buffalo USA Global Fund, Inc.
April 25, 2003
Buffalo Funds (a Delaware statutory trust consisting of the following series):
Buffalo Mid Cap Fund April 25, 2003
Buffalo Science & Technology Fund April 25, 2003
Exhibit B
to the
Distribution Agreement
Fee Schedule
USBFS will pay Distributor's fees and expenses under this Agreementas USBFS and
Distributor agree, via the fees that Adviser pays USBFS pursuant to Exhibit G of
the Master Services Agreement. Such fees that USBFS may pay to the Distributor
with respect to distribution activities that Distributor performs under this
Agreement, will come from the legitimate profits that Adviser cedes to USBFS
under the Master Services Agreement. Notwithstanding any other understanding or
agreement, neither the Funds nor the Adviser will have any obligation to pay
Distributor fees or expenses for the services it renders pursuant to this
Agreement.
