0000894189-07-002848 Sample Contracts

MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • September 27th, 2007 • Buffalo Funds • Delaware

THIS AGREEMENT is made and entered into as of the 10th day of August, 2007, by and between BUFFALO FUNDS, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the Buffalo International 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 AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • September 27th, 2007 • Buffalo Funds

THIS AMENDMENT to the Amended and Restated Custody Agreement (the “Agreement”) dated as of April 25th, 2003, as amended December 1, 2006, by and among Kornitzer Capital Management, Inc., a Kansas corporation (“KCM”), U.S. Bank National Association, N.A., 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 (each investment company and/or series a “Fund” and collectively the “Funds”), is entered into by the parties effective as of August 10, 2007.

BUFFALO FUNDS AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • September 27th, 2007 • Buffalo Funds

THIS AMENDMENT to the Distribution Agreement (the “Distribution Agreement”) dated as of April 25th, 2003, by and among Kornitzer Capital Management, Inc., a Kansas corporation (the “Adviser”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) 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 (each investment company and/or series a “Fund” and collectively the “Buffalo Funds”), is entered into by the parties effective as of August 10, 2007.

BUFFALO FUNDS AMENDMENT TO THE MASTER SERVICES AGREEMENT
Master Services Agreement • September 27th, 2007 • Buffalo Funds

THIS AMENDMENT to the Master Services Agreement dated as of April 25th, 2003, as amended February 20, 2004 and December 1, 2006, 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 August 10, 2007.

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