BUFFALO FUNDS AMENDMENT TO THE MASTER SERVICES AGREEMENT
AMENDMENT
TO THE
THIS
AMENDMENT
to the
Master Services Agreement dated as of April 25th,
2003,
as amended February 20, 2004, by and between Xxxxxxxxx
Capital Management, Inc.,
a
Kansas corporation (the
“Adviser”) and U.S.
Bancorp Fund Services, LLC,
a
Wisconsin limited liability company ("USBFS") is entered into by the parties
effective as of December 1, 2006.
RECITALS
WHEREAS,
the
Adviser is a federally registered investment adviser that serves as the
investment adviser and manager of the various investment companies (and series
thereof) within the Buffalo Funds complex (the “Funds”) pursuant to a Management
Agreement under which the Adviser is obligated to provide, or obtain and
pay the
costs of, the various services required to operate the Funds and to pay certain
Fund expenses; and
WHEREAS,
USBFS is
a mutual fund service provider that offers a full array of services required
for
the operation of mutual funds; and
WHEREAS,
through
the Master Services Agreement, the Adviser has engaged USBFS to provide required
services for the Funds and to bear certain Fund expenses; and
WHEREAS,
the
Adviser and USBFS desire to amend the Master Services Agreement and Section
15
of such Agreement allows for its amendment by a written instrument executed
by
both parties.
NOW,
THEREFORE,
the
parties agree as follows:
1.
The
Master Services Agreement is amended as to the following:
A.
The
following fifth paragraph of the preamble is removed in its entirety:
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
pay USBFS a portion of its legitimate profits, to perform certain services,
identified in this Agreement, related to distribution and to enable USBFS
to
cede the Adviser’s legitimate profits to various entities that are interested in
purchasing shares of the Funds; and
B.
Paragraph A of Section 2 Compensation
to USBFS
is
replaced in its entirety with the following:
A.
For
all services provided under this Agreement, whether such services are provided
by USBFS, its affiliates or other vendors, the Adviser agrees to pay USBFS
a
portion of the unified “Management Fee” that each Fund is obligated to pay the
Adviser under the Management Agreement. The Management Fees for each Fund
are
specifically stated on Appendix I. The annual fee payable to USBFS for each
Fund
will be 0.30% of the Fund’s average daily net assets, and the Adviser will
retain the remainder of the Management Fees paid by each Fund. Under the
Agreement, USBFS will provide services described herein and from its
compensation, USBFS will administer payments to third-party vendors as described
in Exhibit G and will cover all other expenses related to the Funds that
USBFS is obligated to pay under this Agreement, including all non-advisory
and
non-marketing Fund expenses that the Adviser is required to pay under the
“Unified Fee” structure, as described in the Management Agreements.
1
|
2.
|
Appendix
I,
the
listing of the Funds and the fees, is replaced in its entirety
by
Appendix
I
attached hereto.
|
|
3.
|
Exhibit
G,
Fund
Paying Agent,
of the Master Services Agreement is replaced in its entirety by
Exhibit
G,
Fund Paying Agent, attached hereto.
|
Except
to
the extent amended hereby, the Master Services Agreement shall remain in
full
force and effect.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the date and year written
above.
|
XXXXXXXXX
CAPITAL MANAGEMENT, INC.
|
U.S.
BANCORP FUND SERVICES, LLC
|
||||
|
By:
|
/s/ Xxxx X. Xxxxxxxxx |
By:
|
/s/ Xxxxxx X. Xxxxxxxxx | ||
|
Name:
|
Xxxx X. Xxxxxxxxx |
Name:
|
Xxxxxx X. Xxxxxxxxx | ||
|
Title:
|
President |
Title:
|
President | ||
2
Appendix I
|
THE
BUFFALO FUNDS
|
|
|
NAME
OF FUND AND/OR SERIES
|
ANNUAL
MANAGEMENT FEE
(as
a percent of each Fund’s average daily net assets)
|
|
BUFFALO
BALANCED FUND, INC.
|
1.00%
|
|
BUFFALO
HIGH YIELD FUND, INC.
|
1.00%
|
|
BUFFALO
LARGE CAP FUND, INC.
|
1.00%
|
|
BUFFALO
SMALL CAP FUND, INC.
|
1.00%
|
|
BUFFALO
USA GLOBAL FUND, INC.
|
1.00%
|
|
BUFFALO
FUNDS (a
Delaware statutory trust,
consisting
of the following series):
1.
Buffalo Mid Cap Fund;
2.
Buffalo Science & Technology Fund;
3.
Buffalo Micro Cap Fund; and
4.
Buffalo Jayhawk China Fund
|
1.
1.00%
2.
1.00%
3.
1.45%
4.
1.50%
|
3
EXHIBIT G
to the Master Services Agreement - Buffalo Funds
FUND
PAYING AGENT
| 1. |
Duties
and Responsibilities of
USBFS
|
From
the
compensation USBFS receives pursuant to this Agreement, USBFS shall provide
certain services directly as described in the Agreement, and shall also
administer payment of the following fees to third parties:
| A. |
Fund
Directors/Trustees’ fees;
|
| B. |
Trustee’s
fees for Individual Retirement Accounts, and all similar accounts,
(“IRA’s”); USBFS and the Adviser have agreed that Great Plains Trust
Company will serve as the Trustee for the IRAs that invest in the
Funds;
the fee schedule for Great Plains Trust Company is attached to
this
Agreement as Exhibit H.
|
| C. |
Custodian
fees (except for the additional cost of maintaining custody of
assets in
foreign jurisdictions, when compared to domestic custody
costs)
|
| D. |
Independent
public accountant fees, Fund counsel and independent legal counsel
fees
(but not legal and audit fees and other costs in contemplation
of or
arising out of litigation or administrative actions to which any
Fund, its
officers or Directors/Trustees are a party or incurred in anticipation
of
becoming a party);
|
| E. |
Third-party
pricing vendor fees;
|
| F. |
NSCC
charges;
|
| G. |
Printing
and mailing costs of prospectuses and shareholder
reports;
|
| H. |
Non-distribution
payments to third party intermediaries (i.e. avoided transfer agency
fees); and
|
| I. |
Any
other common industry-related expenses of third-party vendors engaged
by
the Funds to which the parties
agree.
|
| 2. |
USBFS
shall not and the Adviser and/or the Funds shall bear the following
costs
directly, as described in the Management Agreements between the
Funds and
the Adviser:
|
| A. |
Costs
of any interest, taxes, dues, fees and other charges of governments
and
their agencies, including the cost of qualifying the Funds’ shares for
sale in any jurisdiction (including blue sky registration fees
and 24f-2
fees);
|
| B. |
Brokerage
commissions;
|
| C. |
Additional
custody costs of maintaining custody of assets in foreign jurisdictions,
when compared to domestic custody
costs
|
| D. |
Insurance
coverage, including fidelity bond and liability insurance for Directors
& Officers (D&O) and Errors and Omissions (E&O) premiums and
fees; and
|
| E. |
Any
other expenses incurred by the Adviser or the Funds that are not
specifically assumed by USBFS under this
Agreement.
|
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