0000894189-06-003108 Sample Contracts

MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • December 15th, 2006 • Buffalo Funds • Delaware

THIS AGREEMENT is made and entered into as of the 18th day of December, 2006, by and between BUFFALO FUNDS, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the Buffalo Jayhawk China Fund series of the Trust (the “Fund”), and KORNITZER CAPITAL MANAGEMENT, INC., a corporation organized under the laws of the State of Kansas (hereinafter referred to as the “Manager”).

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BUFFALO FUNDS AMENDMENT TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • December 15th, 2006 • Buffalo Funds

THIS AMENDMENT to the Master Services Agreement dated as of April 25th, 2003, as amended February 20, 2004, by and between Kornitzer 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.

AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement • December 15th, 2006 • Buffalo Funds • Ohio

THIS AGREEMENT, originally made and entered into as of the 25th day of April, 2003, by and between Kornitzer Capital Management, Inc. (“KCM”), U.S. Bank National Association, a national banking association (the “Custodian”) and the following investment companies: Buffalo Balanced Fund, Inc., Buffalo Large Cap Fund, Inc., Buffalo High Yield Fund, Inc., Buffalo USA Global Fund, Inc., Buffalo Small Cap Fund, Inc., and Buffalo Funds, a Delaware statutory trust is hereby amended and restated as of December 1, 2006.

AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • December 15th, 2006 • Buffalo Funds

THIS AMENDMENT dated as of the 1st day of December, 2006, to the Distribution Agreement, dated as of April 25, 2003, (the “Agreement”) is by and among Kornitzer Capital Management, Inc., a Kansas corporation, (the “Adviser”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) and each of the entities listed on Exhibit A of the Agreement, (collectively, the “Buffalo Funds” or the “Funds” and each, individually, a “Fund”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 15th, 2006 • Buffalo Funds

THIS SUBADVISORY AGREEMENT (the “Agreement”) is entered into as of the 9st day of October, 2006 by and between Kornitzer Capital Management, Inc., a Kansas corporation (“Advisor”) and Jayhawk Capital Management, L.L.C., a Delaware limited liability company (“Subadvisor”).

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