0000894189-12-006366 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • November 21st, 2012 • Buffalo Funds • Delaware

THIS AMENDED AND RESTATED AGREEMENT (hereinafter referred to as the “Agreement”) dated as of the 17th day of November, 2011, by and between BUFFALO FUNDS, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the Buffalo 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 AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • November 21st, 2012 • Buffalo Funds • Delaware

This Master Services Agreement (the “Agreement”) dated as of April 25, 2003, as previously amended February 20, 2004, December 1, 2006, August 10, 2007, February 15, 2008, November 19, 2010 and August 10, 2011, and as amended and restated this 17th day of November, 2011, is made between U.S. Bancorp Fund Services, LLC (“USBFS”) and Kornitzer Capital Management, Inc. (the “Adviser”), as investment adviser and manager of the Buffalo Funds, a Delaware statutory trust (the “Trust” and its series, as listed on Appendix I, as the parties may amend, (collectively, the “Buffalo Funds” or the “Funds” and each, individually, a “Fund”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • November 21st, 2012 • Buffalo Funds • Delaware

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of this 17th day of November, 2011, by and between Kornitzer Capital Management, Inc., a Kansas Corporation (the “Adviser”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) and Buffalo Funds (the “Trust”), a Delaware statutory trust, on behalf of its series listed on Appendix A, as the parties may amend, (collectively, the “Buffalo Funds” or the “Funds” and each, individually, a “Fund”).

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • November 21st, 2012 • Buffalo Funds • Ohio

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (hereinafter referred to as the “Agreement”), dated as of the 17th day of November, 2011, originally made and entered into as of the, by and between Kornitzer Capital Management, Inc. (“KCM”), U.S. Bank National Association, a national banking association (the “Custodian”) and Buffalo Funds (the “Trust”), a Delaware statutory trust, on behalf of its series listed on Exhibit C hereto (each a “Fund” and collectively, the “Funds”), as may be amended from time to time.

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