0000894189-12-006657 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • November 29th, 2012 • Buffalo Funds • Delaware

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (hereinafter referred to as the “Agreement”) dated as of the 16th day of November, 2012, is made and entered into by and between BUFFALO FUNDS, a Delaware statutory trust (hereinafter referred to as the “Trust”), on behalf of the series of the Trust listed on Schedule A attached hereto, which may be amended from time to time (each, a “Fund, and collectively, the “Funds”), 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 29th, 2012 • Buffalo Funds • Delaware

This Master Services Agreement (the “Agreement”) dated as of the 16th day of November, 2012, 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 29th, 2012 • Buffalo Funds • Delaware

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of this 16th day of November, 2012, 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 29th, 2012 • Buffalo Funds • Ohio

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (hereinafter referred to as the “Agreement”), dated as of the 16th day of November, 2012, originally made and entered into as of the, by and between Kornitzer Capital Management, Inc. (“KCM”), U.S. Bank National Association, a national banking association (the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.

AMENDED AND RESTATED MANAGEMENT AGREEMENT between KORNITZER CAPITAL MANAGEMENT, INC. and BUFFALO FUNDS
Management Agreement • November 29th, 2012 • Buffalo Funds

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made and entered into as of the 16th day of November, 2012, 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 KORNITZER 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.

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