EX99.23(d)(2)(i)
INVESTMENT COUNSEL AGREEMENT
between
XXXXX & XXXXXX, INC.
and
XXXXXXXXX CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between XXXXX & XXXXXX, INC., a
Missouri corporation with its principal office at Three Crown
Center, 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000
(hereinafter referred to as the "Manager") and XXXXXXXXX CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal xxxxxx
xx XXX Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO EQUITY FUND, INC. ("Fund") of concurrent date to
provide management services, including investment advisory
services, the Manager desires the assistance of the Investment
Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of XXXXX &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement 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 of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel 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, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and XXXXX & XXXXXX, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as XXXXXXXXX CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate XXXXXXXXX CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
XXXXXXXXX CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with XXXXX & XXXXXX, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with XXXXXXXXX CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit XXXXXXXXX CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, XXXXXXXXX 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 XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and XXXXX & XXXXXX, INC.,
for the benefit of XXXXXXXXX CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
XXXXXXXXX CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By /s/Xxxx X. Xxxxxxxxx
ATTEST:
By /s/Xxxx X. Xxxxxxx
XXXXX & XXXXXX, INC.
By /s/Xxxxx X. Xxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxx
EX99.23(d)(2)(ii)
INVESTMENT COUNSEL AGREEMENT
between
XXXXX & BABSON, INC.
and
XXXXXXXXX CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between XXXXX & BABSON, INC., a
Missouri corporation with its principal office at Three Crown
Center, 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000
(hereinafter referred to as the "Manager") and XXXXXXXXX CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal xxxxxx
xx XXX Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO EQUITY FUND, INC. ("Fund") of concurrent date to
provide management services, including investment advisory
services, the Manager desires the assistance of the Investment
Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of XXXXX &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement 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 of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel 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, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and XXXXX & XXXXXX, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as XXXXXXXXX CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate XXXXXXXXX CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
XXXXXXXXX CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with XXXXX & XXXXXX, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with XXXXXXXXX CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit XXXXXXXXX CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, XXXXXXXXX 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 XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and XXXXX & XXXXXX, INC.,
for the benefit of XXXXXXXXX CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
XXXXXXXXX CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By /s/Xxxx X. Xxxxxxxxx
ATTEST:
By /s/Xxxx X. Xxxxxxx
XXXXX & XXXXXX, INC.
By /s/Xxxxx X. Xxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxx
EX99.23(d)(2)(iii)
INVESTMENT COUNSEL AGREEMENT
between
XXXXX & BABSON, INC.
and
XXXXXXXXX CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between XXXXX & BABSON, INC., a
Missouri corporation with its principal office at Three Crown
Center, 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000
(hereinafter referred to as the "Manager") and XXXXXXXXX CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal xxxxxx
xx XXX Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO HIGH YIELD FUND, INC. ("Fund") of concurrent
date to provide management services, including investment
advisory services, the Manager desires the assistance of the
Investment Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of XXXXX &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement 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 of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel 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, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and XXXXX & XXXXXX, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as XXXXXXXXX CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate XXXXXXXXX CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
XXXXXXXXX CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with XXXXX & XXXXXX, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with XXXXXXXXX CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit XXXXXXXXX CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, XXXXXXXXX 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 XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and XXXXX & XXXXXX, INC.,
for the benefit of XXXXXXXXX CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
XXXXXXXXX CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By /s/Xxxx X. Xxxxxxxxx
ATTEST:
By /s/Xxxx X. Xxxxxxx
XXXXX & XXXXXX, INC.
By /s/Xxxxx X. Xxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxx
EX99.23(d)(2)(iv)
INVESTMENT COUNSEL AGREEMENT
between
XXXXX & BABSON, INC.
and
XXXXXXXXX CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between XXXXX & BABSON, INC., a
Missouri corporation with its principal office at Three Crown
Center, 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx 00000
(hereinafter referred to as the "Manager") and XXXXXXXXX CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal xxxxxx
xx XXX Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO USA GLOBAL FUND, INC. ("Fund") of concurrent
date to provide management services, including investment
advisory services, the Manager desires the assistance of the
Investment Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of XXXXX &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement 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 of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel 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, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and XXXXX & XXXXXX, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as XXXXXXXXX CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate XXXXXXXXX CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
XXXXXXXXX CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with XXXXX & XXXXXX, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with XXXXXXXXX CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit XXXXXXXXX CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, XXXXXXXXX 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 XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and XXXXX & XXXXXX, INC.,
for the benefit of XXXXXXXXX CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
XXXXXXXXX CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By /s/Xxxx X. Xxxxxxxxx
ATTEST:
By /s/Xxxx X. Xxxxxxx
XXXXX & XXXXXX, INC.
By /s/Xxxxx X. Xxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxx
EX99.23(d)(2)(v)
INVESTMENT COUNSEL AGREEMENT
between
XXXXX & BABSON, INC.
and
XXXXXXXXX CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between XXXXX & BABSON, INC., a
Missouri corporation with its principal office at BMA Tower, 000
Xxxxxx Xxxx., Xxxxxx Xxxx, Xxxxxxxx 00000 (hereinafter referred
to as the "Manager") and XXXXXXXXX CAPITAL MANAGEMENT, INC., a
Kansas corporation with its principal xxxxxx xx XXX Xxxxxxxx,
Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000 (hereinafter referred to as
the "Investment Counsel"), is made pursuant to the approval and
direction of the parties' respective Board of Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO SMALL CAP FUND, INC. ("Fund") of concurrent date
to provide management services, including investment advisory
services, the Manager desires the assistance of the Investment
Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of XXXXX &
XXXXXX, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1998. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement 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 of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel 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, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and XXXXX & XXXXXX, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as XXXXXXXXX CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate XXXXXXXXX CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
XXXXXXXXX CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with XXXXX & XXXXXX, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with XXXXXXXXX CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit XXXXXXXXX CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, XXXXXXXXX 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 XXXXXXXXX
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and XXXXX & XXXXXX, INC.,
for the benefit of XXXXXXXXX CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
XXXXXXXXX CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 14th day
of April, 1998, pursuant to the authority granted by its Board of
Directors.
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By /s/Xxxx X. Xxxxxxxxx
ATTEST:
By /s/Xxxx X. Xxxxxxxx
XXXXX & XXXXXX, INC.
By /s/Xxxxx X. Xxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxx
