AMENDED AND RESTATED MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
AMENDED AND RESTATED
between
XXXXXXXXX CAPITAL MANAGEMENT, INC.
and
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made and entered into as of the 16th day of November, 2012, by and between BUFFALO FUNDS, a Delaware business trust (hereinafter referred to as the “Trust”), on behalf of each separate series of its shares set forth on the Appendix A attached to this Agreement, as that Appendix A may be amended from time to time (each such series is hereinafter referred to as a “Fund,” and collectively as the “Funds”) and XXXXXXXXX CAPITAL MANAGEMENT, INC., a corporation organized under the laws of the State of Kansas (hereinafter referred to as the “Manager”), and which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
WHEREAS, the Trust, on behalf of the Funds, and the Manager have previously entered into a Management Agreement dated as of the 14th day of February, 2001, as amended October 24, 2001 (the “Management Agreement”); and
WHEREAS, the Trust was founded and incorporated for the purpose of engaging in the business of investing and reinvesting its property and assets and to operate as an open-end 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 is registered as an investment adviser under the Investment Advisers Act of 1940 and is engaged in the business of supplying investment advice and management service to registered investment companies and other clients as an independent contractor, and
WHEREAS, the Trust, on behalf of the Funds, and Manager desire to enter into a contractual arrangement whereby the Manager provides investment advice and management service to the Trust 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 Trust, on behalf of the Funds, 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 Funds, subject to the supervision and direction of the Board of Trustees of the Trust. 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, unless otherwise expressly provided and authorized, have no authority to act for or represent the Trust or any of the Funds in any way, or in any other way be deemed an agent of the Trust or Funds.
The Manager shall furnish the Trust investment management and administrative services. Investment management shall include analysis, research and portfolio recommendations consistent with each 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 Trustees of the Trust and such other personnel as shall be necessary to carry out its normal operations; fees of the independent Trustees, 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 Trust, its officers or Trustees 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 Trust’s records and for it to operate as an open-end management investment company. Exclusive of the management fee, the Trust shall bear the cost of any interest, taxes, dues, fees and other charges of governments and their agencies, including the cost of qualifying the Trust’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 Trust shall belong to the Manager. Should the management and administrative relationship between the Trust and the Manager terminate, the Trust shall be entitled to, and the Manager shall provide the Trust, a copy of all information and records in the Manager’s file necessary for the Trust 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 Trust.
2. As compensation for the services to be rendered by the Manager under the provisions of this Agreement, the Trust agrees to pay from the assets of each Fund semimonthly to the Manager an annual fee based on the average total net assets of the Fund computed daily in accordance with the Agreement and Declaration of Trust and By-laws equal to one percent (1%) of the average total net assets of the Fund.
3. It is understood and agreed that the services to be rendered by the Manager to the Trust 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 Trustees, officers, agents, employees and shareholders of the Trust 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 Trust as shareholders or otherwise. It is understood and agreed that shareholders, officers, Trustees and other personnel of the Manager are and may continue to be officers and Trustees of the Trust, but that they receive no remuneration from the Trust solely for acting in those capacities.
- 2 -
5. This Agreement shall become effective as to each Fund pursuant to its approval by the Trust’s Board of Trustees and by the vote of a majority of the outstanding shares of the Fund as prescribed by the Act. It shall remain in force for each Fund for an initial two-year term 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 Trustees 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 Trustees of the Trust including a majority of the Trustees 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 as to any Fund unless the terms thereof have been approved by the vote of a majority of outstanding shares of the Fund as prescribed by the Act (except in cases where SEC staff interpretive positions would permit an amendment without shareholder approval) and by vote of a majority of the Trustees of the Trust 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 Trustees of the Trust 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 as to any Fund at any time, without the payment of any penalty, by the Trustees of the Trust, or by the vote of a majority of the outstanding voting shares of the affected Fund as prescribed by the Act on not more than sixty days written notice to the Manager, and it may be so terminated by the Manager upon not less than sixty days written notice to the Trust. 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 Trust 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. In the event that the Manager ceases to be the Trust’s investment manager for any reason, the Trust will (unless the Manager otherwise agrees in writing) take all necessary steps to cause itself and the Trust to cease using the word “Buffalo” in its name within a reasonable period of time. It is further agreed that the provisions of this Paragraph shall insure to the benefit of the Manager and may be imposed by it or any successor in interest as if it or such successor in interest were parties to this Agreement.
- 3 -
7. The Manager shall not be liable for any error in judgment or mistake at law for any loss suffered by the Trust 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.
|
By:
|
/s/ Xxxx X. Xxxxxxx
|
|
Xxxx X. Xxxxxxx
|
|
|
President
|
|
|
XXXXXXXXX CAPITAL MANAGEMENT, INC.
|
|
|
By:
|
/s/ Xxxx X. Xxxxxxxxx
|
|
Xxxx X. Xxxxxxxxx
|
|
|
President
|
|
- 4 -
APPENDIX A
Name of Fund Effective Date
Buffalo Discovery Fund February 14, 2001
Buffalo Mid Cap Fund October 24, 2001
- 5 -
