EX99.23(d)(1)(i)
MANAGEMENT AGREEMENT
between
▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
and
BUFFALO BALANCED FUND, INC.
THIS AGREEMENT, made and entered into this 12th day of August,
1994, by and between BUFFALO BALANCED FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") ▇▇▇▇▇ &
BABSON, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager for
the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the business
of supplying investment advice and management service to the
Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises herein
contained, and other good and valuable consideration, receipt of
which is hereby acknowledged, it is mutually agreed and
contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the Fund
by the Manager under the provisions of this Agreement, the Fund
agrees to pay semimonthly to the Manager an annual fee based on
the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be rendered
by the Manager to the Fund under the provisions of the Agreement
are not to be deemed exclusive, and the Manager shall be free to
render similar or different services to others so long as its
ability to render the services provided for in this Agreement
shall not be impaired thereby.
4. It is understood and agreed that the Directors, officers,
agents, employees and shareholders of the Fund may be interested
in the Manager as owners, employees, agents or otherwise, and
that owners, employees and agents of the Manager may be
interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will provide
in its investment counsel agreement with ▇▇▇▇▇▇▇▇▇ CAPTIAL
MANAGEMENT, INC. for the right of the Fund to use the name
"Buffalo" as part of its name, so long as ▇▇▇▇▇▇▇▇▇ CAPTIAL
MANAGEMENT, INC., or any successor in interest, continues as an
investment counsel to the Manager. However, nothing herein shall
prohibit the right of ▇▇. ▇▇▇▇▇▇▇▇▇, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either ▇▇▇▇▇ & BABSON, INC.
or ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC. or ▇▇. ▇▇▇▇▇▇▇▇▇. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC., or its successor, by ▇▇▇▇▇ & BABSON, INC. or its successor.
8. The agreement between ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. and ▇▇▇▇▇▇▇▇▇
CAPITAL MANAGEMENT, INC. also shall provide that, although it is
not anticipated, there may occur some unforeseen reason which
would prohibit ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., as a matter of
reasonable business necessity, continuing as an investment
counsel to ▇▇▇▇▇ & BABSON, INC. Should such circumstances occur,
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., or its successor may elect to
terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue ▇▇▇▇▇ & BABSON, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ &
▇▇▇▇▇▇, INC.
9. It is further agreed that the provisions of Paragraphs 7 and
8 shall inure to the benefit of KORNIZTER CAPITAL MANAGEMENT,
INC. and may be imposed by it or any successor in interest as if
it or such successor in interest were parties to this Agreement.
10. The Manager shall not be liable for any error in judgment or
mistake at law for any loss suffered by the Fund in connection
with any matters to which this Agreement relates, except that
nothing herein contained shall be construed to protect the
Investment Manager against any liability by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties or by reckless disregard of its obligations or duties
under this Agreement.
11. This Agreement may not be amended, transferred, assigned,
sold or in any manner hypothecated or pledged nor may any new
Agreement become effective without affirmative vote or written
consent of the holders of a majority of the shares of the Fund.
BUFFALO BALANCED FUND, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EX99.23(d)(1)(ii)
MANAGEMENT AGREEMENT
between
▇▇▇▇▇ & BABSON, INC.
and
BUFFALO EQUITY FUND, INC.
THIS AGREEMENT, made and entered into this 19th day of May,
1995, by and between BUFFALO EQUITY FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") ▇▇▇▇▇ &
▇▇▇▇▇▇, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with ▇▇▇▇▇▇▇▇▇
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as ▇▇▇▇▇▇▇▇▇
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of ▇▇. ▇▇▇▇▇▇▇▇▇, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either ▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
or ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC. or ▇▇. ▇▇▇▇▇▇▇▇▇. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC., or its successor, by ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. or its successor.
8. The agreement between ▇▇▇▇▇ & BABSON, INC. and
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. Should such
circumstances occur, ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue ▇▇▇▇▇ & ▇▇▇▇▇▇, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ &
▇▇▇▇▇▇, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO EQUITY FUND, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EX99.23(d)(1)(iii)
MANAGEMENT AGREEMENT
between
▇▇▇▇▇ & BABSON, INC.
and
BUFFALO HIGH YIELD FUND, INC.
THIS AGREEMENT, made and entered into this 19th day of May,
1995, by and between BUFFALO HIGH YIELD FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") ▇▇▇▇▇ &
▇▇▇▇▇▇, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with KORNITZER
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as KORNITZER
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of ▇▇. ▇▇▇▇▇▇▇▇▇, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either ▇▇▇▇▇ & BABSON, INC.
or ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC. or ▇▇. ▇▇▇▇▇▇▇▇▇. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC., or its successor, by ▇▇▇▇▇ & BABSON, INC. or its successor.
8. The agreement between ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. and
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to ▇▇▇▇▇ & BABSON, INC. Should such
circumstances occur, ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue ▇▇▇▇▇ & BABSON, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ &
▇▇▇▇▇▇, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO HIGH YIELD FUND, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EX99.23(d)(1)(iv)
MANAGEMENT AGREEMENT
between
▇▇▇▇▇ & BABSON, INC.
and
BUFFALO USA GLOBAL FUND, INC.
THIS AGREEMENT, made and entered into this 19th day of May,
1995, by and between BUFFALO USA GLOBAL FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") ▇▇▇▇▇ &
▇▇▇▇▇▇, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with KORNITZER
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as KORNITZER
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of ▇▇. ▇▇▇▇▇▇▇▇▇, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either ▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
or ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC. or ▇▇. ▇▇▇▇▇▇▇▇▇. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC., or its successor, by ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. or its successor.
8. The agreement between ▇▇▇▇▇ & BABSON, INC. and
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. Should such
circumstances occur, ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue ▇▇▇▇▇ & ▇▇▇▇▇▇, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ &
▇▇▇▇▇▇, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO USA GLOBAL FUND, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EX99.23(d)(1)(v)
MANAGEMENT AGREEMENT
between
▇▇▇▇▇ & BABSON, INC.
and
BUFFALO SMALL CAP FUND, INC.
THIS AGREEMENT, made and entered into this 14th day of
April, 1998, by and between BUFFALO SMALL CAP FUND, INC. (a
Maryland corporation, hereinafter referred to as the "Fund")
▇▇▇▇▇ & ▇▇▇▇▇▇, INC., a corporation organized under the laws of
the State of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1998, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors who are not parties to the Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund who are not parties to the
Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with KORNITZER
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as KORNITZER
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of ▇▇. ▇▇▇▇▇▇▇▇▇, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either ▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
or ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC. or ▇▇. ▇▇▇▇▇▇▇▇▇. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT,
INC., or its successor, by ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. or its successor.
8. The agreement between ▇▇▇▇▇ & BABSON, INC. and
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to ▇▇▇▇▇ & ▇▇▇▇▇▇, INC. Should such
circumstances occur, ▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue ▇▇▇▇▇ & ▇▇▇▇▇▇, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC., ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ &
▇▇▇▇▇▇, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO SMALL CAP FUND, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇