MANAGEMENT AGREEMENT
between
XXXXXXXXX CAPITAL MANAGEMENT, INC.
and
BUFFALO FUNDS
THIS AGREEMENT is made and entered into as of the 14th day of February,
2001, 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 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.
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.
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.
BUFFALO FUNDS
By: /s/Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/Xxxx X. Xxxxxxxxx
----------------------------
Xxxx X. Xxxxxxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxxx
------------------------
APPENDIX A
This Appendix to the Management Agreement between Buffalo Funds and
Xxxxxxxxx Capital Management, Inc., dated as of February 14, 2001, lists those
Buffalo Funds series that are covered by this Agreement, along with the date
that the Agreement became effective for the Series.
Name of Fund Effective Date
Buffalo Science & Technology Fund February 14, 2001
Buffalo Mid-Cap Fund October 24, 2001
BUFFALO FUNDS
By: /s/Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
ATTEST:
/s/Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
XXXXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/Xxxx X. Xxxxxxxxx
----------------------------
Xxxx X. Xxxxxxxxx
ATTEST: