UNDERWRITING AGREEMENT
between
BUFFALO FUNDS
and
XXXXX & XXXXXX, INC.
This Agreement, made and entered into as of February 14, 2001, by and
between Buffalo Funds, a Delaware business trust (the "Trust"), on behalf of
each separate series of its shares set forth on the Appendix to this Agreement,
as that Appendix may be amended from time to time (each such series is
hereinafter referred to as a "Fund," and collectively as the "Funds") and Xxxxx
& Babson, Inc., a Missouri corporation, (hereinafter referred to as "Principal
Underwriter").
1. Subject to the provisions of its Agreement and Declaration of Trust and
By-laws, copies of which have been delivered to and are acknowledged by the
Principal Underwriter, the Board of Trustees of the Trust hereby appoints the
firm of Xxxxx & Xxxxxx, Inc. as the principal underwriter and sole distributor
of the shares of each Fund, except for shares which each Fund may elect pursuant
to authority of its Board of Trustees to issue direct to registered owners,
which shall include by definition but not by limitation stock issued by virtue
of reinvestment of dividends, or as the result of a splitting of shares, or as
the result of a Fund merging or consolidating with another organization, or in
return for acquisition of assets, or as the result of shares issued in
connection with a contractual plan for which a Fund is the underlying
investment, or for the purpose of complying with the registration laws of a
particular state or jurisdiction. Xxxxx & Babson, Inc. accepts such appointment
and agrees to furnish the services provided herein.
2. The Trust agrees to prepare and file registration statements with the
Securities and Exchange Commission and make appropriate filings in the various
states and other jurisdictions in which the shares may be offered, and do such
other things and to take such other actions as may be mutually agreed upon by
and between the parties as shall be reasonably necessary in order to effect the
registration and the sale of each Fund's shares.
3. The Principal Underwriter agrees to assist and cooperate fully with
respect to the registration and qualification of each Fund's shares, as well as
perform all functions required in connection with any offering including, but
not limited to, the creation and preparation of literature, advertising, and any
other promotional material for the purpose of selling each Fund's shares.
4. Xxxxx & Xxxxxx, Inc. will act as agent of the Trust and not as principal
in the solicitation and sale of the shares of each Fund unless expressly agreed
to in writing by the Principal Underwriter and the Trust.
5. Xxxxx & Babson, Inc. represents that it is registered as a broker-dealer
with the SEC and in all 50 states, and is a member in good standing of the
National Association of Securities Dealers, Inc. The parties agree that Xxxxx &
Xxxxxx, Inc. shall maintain such registrations and memberships at all times
during the term of this Agreement, and shall promptly notify the Trust in the
event any such registrations or membership is suspended or terminated.
6. Normally, the Trust shall not exercise any direction or control over the
time and place of solicitation, the persons to be solicited, or the manner of
solicitation; but the Principal Underwriter agrees that solicitations shall be
in a form acceptable to the Trust and shall be subject to such terms and
conditions as may be prescribed from time to time by the Trust, the Registration
Statement, the Prospectus, the agreement and Declaration of Trust and By-laws of
the Trust, and shall not violate any provision of the laws of the United States
or of any other jurisdiction to which solicitations are subject, or violate any
rule or regulation promulgated by any lawfully constituted authority to which
the Trust or Principal Underwriter may be subject.
7. The Trust agrees to issue new shares of each Fund directly to the
registered owner according to instructions from the Principal Underwriter
pursuant to this Agreement, and the applicable price will be the Fund's net
asset value per share next effective after receipt and acceptance by the Fund of
a proper offer to purchase, determined in accordance with the Agreement and
Declaration of Trust, By-laws, Registration Statement and Prospectus of the
Fund.
8. The Trust agrees that, as long as this Agreement is in effect, it will
not authorize anyone else to offer or solicit applications for shares of each
Fund and will not accept any such application if submitted by or through anyone
other than the Principal Underwriter, unless the Principal Underwriter shall
first have agreed in writing to such authorization.
9. As compensation for the services rendered by Xxxxx & Babson, Inc. during
the term of this Agreement, Xxxxx & Xxxxxx, Inc. may receive a fee or fees from
the manager of the Funds, in amounts as may be agreed to by such parties from
time to time in writing.
10. This Agreement (i) may be terminated without the payment of any
penalty, either by vote of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Trust, on sixty (60) days
written notice to the Principal Underwriter; (ii) may be terminated without
penalty by the Principal Underwriter on sixty (60) days written notice to the
Trust; and (iii) shall immediately terminate in the event of its assignment.
11. The Principal Underwriter agrees that it will not take either a short
or long position with respect to shares of the Fund; that it will not place
orders for more shares than are required to fill the requests received by it as
agent of the Trust; and that it will expeditiously transmit all such orders to
the Trust.
12. This Agreement shall become effective on the date first above written,
and continue in effect through February 13, 2003 and thereafter shall continue
automatically for successive annual periods ending with each February 13,
provided that such continuance is specifically approved at least annually by the
Board of Trustees or by vote of a majority of the outstanding voting securities
of each Fund and provided further that this Agreement or any renewal thereof
shall be approved by the vote of 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.
Buffalo Funds
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
ATTEST:
/s/Xxxxxx X. Xxxxxx
------------------------
Xxxxx & Babson, Inc.
By: /s/Xxxxxxx X. Xxxxx
----------------------------
ATTEST:
/s/Xxxxxx X. Xxxxxx
------------------------
APPENDIX
This Appendix to the Underwriting Agreement between Buffalo Funds and Xxxxx
& Xxxxxx, Inc. dated as of February 14, 2001 lists those series of the Buffalo
Funds that are covered by this Agreement, along with the date that the Agreement
became effective for the Series.
Name of Series 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
XXXXX & BABSON, INC.
By: /s/Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
ATTEST:
Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx
