FILE NO. 33-75476
FILE NO. 811-8364
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 7 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 9
(Check appropriate box or boxes.)
BUFFALO BALANCED FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
FILE NO. 33-87346
FILE NO. 811-8900
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 7 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 9
(Check appropriate box or boxes.)
BUFFALO EQUITY FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
FILE NO. 33-87148
FILE NO. 811-8898
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 7 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 9
(Check appropriate box or boxes.)
BUFFALO HIGH YIELD FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
FILE NO. 33-87146
FILE NO. 811-8896
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 7 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 9
(Check appropriate box or boxes.)
BUFFALO USA GLOBAL FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
FILE NO. 333-40841
FILE NO. 811-08509
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post Effective Amendment No. 2 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 3
(Check appropriate box or boxes.)
BUFFALO SMALL CAP FUND, INC.
(Exact name of Registrant as Specified in Charter)
BMA Tower, 700 Karnes Blvd., Kansas City, MO 64108-3306
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 751-5900
Larry D. Armel, BMA Tower, 700 Karnes Blvd., Kansas City, MO
64108-3306
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering
It is proposed that this filing become effective (check
appropriate box)
/_/ immediately upon filing pursuant to paragraph (b)
/_/ on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on March 31, 1999 pursuant to paragraph (a)(1)
/_/ 75 days after filing pursuant to paragraph (a)(2)
/_/ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/_/ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
BUFFALO FUNDS SM
Balanced Fund
Equity Fund
High Yield Fund
Small Cap Fund
USA Global Fund
Shares of the Funds have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed upon
the adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.
Prospectus
July 31, 1999
Prospectus July 31, 1999
Buffalo Funds
INVESTMENT ADVISER:
KORNITZER CAPITAL MANAGEMENT, INC.
MANAGED AND DISTRIBUTED BY:
JONES & BABSON, INC.
Table of Contents
Page
Information About the Funds
Investment Objectives and Principal Investment Strategies 2
Principal Risk Factors 3
Past Performance 5
Fees and Expenses 7
Management and Investment Adviser 9
Financial Highlights 10
Information About Investing
How to Purchase Shares 15
How to Redeem Shares 15
Shareholder Services 16
How Share Price is Determined 16
Distributions and Taxes 17
Additional Policies About Transactions 18
Conducting Business with the Buffalo Funds 20
Investment Objectives and Principal Investment Strategies
The investment objectives for the Buffalo Balanced, Buffalo Equity,
Buffalo Small Cap and Buffalo USA Global Funds are long-term growth of
capital. In addition, the Buffalo Balanced Fund also seeks to produce
high current income. The investment objective for the Buffalo High Yield
Fund emphasizes high current income with long-term growth of capital as
a secondary objective.
To pursue their investment objectives, the Funds intend to primarily
invest as described below:
Buffalo Balanced Fund - in common stocks, convertible bonds and
convertible preferred stocks and corporate fixed income securities, many
of which can be high-yielding securities.
Buffalo Equity Fund - in common stocks of large capitalization
companies most of which are listed on the New York Stock Exchange.
Buffalo High Yield Fund - in high yielding fixed income
securities.
Buffalo Small Cap Fund - in equity securities issued by small
capitalization companies.
Buffalo USA Global Fund - in common stocks of companies based in
the United States that receive greater than 40% of their revenues or
income from global sales and operations.
Each Fund's principal investment strategies are described below:
Buffalo Balanced Fund invests in a combination of common stocks, high
yield corporate bonds and high yield convertible securities. The
allocation of assets invested in each type of security is designed to
balance yield income and long-term capital appreciation with reduced
volatility of returns. The Fund expects to change its allocation mix
over time based on the adviser's view of economic conditions and
underlying security values. Usually, the adviser will invest at least
25% of the Fund's assets in equity securities and at least 25% in fixed-
income securities.
Buffalo Equity Fund invests in companies that meet specific cash flow
criteria and/or are expected to benefit from long-term industry and
technological trends that are likely to positively impact company
performance. The cash flow criteria used by the adviser focuses on
consistency and predictability of cash generation. Separately, long-term
trends are identified with the purpose of investing in companies that
should have favorable operating environments over the next three to five
years. The final stock selection process includes: 1) ongoing
fundamental analysis of industries and the economic cycle; 2) analysis
of company-specific factors such as product cycles, management, etc.;
and 3) rigorous valuation analysis.
Buffalo High Yield Fund uses extensive fundamental research to
identify potential fixed income investment opportunities among lower-
rated, high yielding securities. Emphasis is placed on relative value
and good corporate management. Specifically, the adviser may look at a
number of past, present and estimated factors such as: 1) financial
strength of the issuer; 2) cash flow; 3) management; 4) borrowing
requirements; and 5) responsiveness to changes in interest rates and
business conditions.
Buffalo Small Cap Fund targets a mix of "value"and "growth"companies
with average market caps of $1 billion or less.
Buffalo USA Global Fund invests in equity securities that have above
average opportunities for appreciation issued by companies in a broad
array of industries. The focus is on U.S. based companies that receive
greater than 40% of their revenues or income from international
operations measured by the preceding four completed quarters of business
or the respective company's most recently completed fiscal year.
The Funds intend to hold a small percentage of cash or high quality,
short-term debt obligations for reserves to cover redemptions and
unanticipated expenses. There may be times, however, when the Funds may
respond to adverse market, economic, political or other considerations
by investing up to 100% of their assets in bonds or other defensive
investments for temporary investment purposes. During those times, the
Funds will not be able to pursue their investment objectives and,
instead, will focus on preserving your investment. The objectives and
policies that determine how the Funds are managed as described above can
only be changed with the corresponding Fund's shareholder's approval.
Principal Risk Factors
Equity securities are subject to market, economic and business risks
that will cause their prices to fluctuate over time. Since the Funds
(except Buffalo High Yield Fund) are normally invested in common stocks,
the value of these Funds will go up and down. As with any mutual fund,
there is a risk that you could lose money by investing in the Funds.
Different types of investments shift in and out of favor depending on
market and economic conditions. At various times stocks will be more or
less favorable than bonds, and small company stocks will be more or less
favorable than large company stocks. Because of
this, the Funds will perform better or worse than other types of funds
depending on what is in "favor."
Generally, smaller and less seasoned companies have more potential for
rapid growth. However, they often involve greater risk than larger
companies and these risks are passed on to Funds that invest in them,
such as Buffalo Small Cap Fund. These companies may not have the
management experience, financial resources, product diversification and
competitive strengths of larger companies. While the Funds cannot
eliminate these risks, the Funds' Investment Adviser tries to minimize
risk by diversifying.
Smaller company stocks tend to be bought and sold less often and in
smaller amounts than larger company stocks. Because of this, if the
Funds want to sell a large quantity of a small company stock it may have
to sell at a lower price than its Investment Adviser might prefer, or it
may have to sell in small quantities over a period of time. The Funds
try to minimize this risk by investing in stocks that are readily bought
and sold.
The yields and principle values of debt securities will also fluctuate.
Generally, values of debt securities change inversely with interest
rates. That is, as interest rates go up, the values of debt securities
tend to go down and vice versa. Furthermore, these fluctuations tend to
increase as a bond's maturity increases such that a longer term bond
will increase or decrease more for a given change in interest rates than
a shorter term bond.
Buffalo Balanced and Buffalo High Yield Funds invest in lower-rated,
high yielding bonds
(so-called "junk bonds"). These bonds have a greater degree of default
risk than higher rated bonds. Lower-rated securities may be issued by
companies that are restructuring, are smaller and less credit worthy or
are more highly indebted than other companies. Lower-rated securities
also tend to have less liquid markets than higher-rated securities. In
addition, market prices of lower rated bonds tend to react more
negatively to adverse economic or political changes, investor
perceptions or individual corporate developments than higher rated
bonds.
International investing poses additional risks such as currency
fluctuation and political instability. However, Buffalo USA Global Fund
limits these risks by investing only in U.S. companies traded in the
U.S. and denominated in U.S. dollars. While this eliminates direct
foreign investment, the companies the Fund invests in will experience
these risks in their day-to-day business dealings. These risks are
inherently passed on to the company's shareholders and in turn, to the
Fund's shareholders.
Computer systems that cannot process and calculate date-related
information as of and after January 1, 2000 are a concern for financial
and business organizations around the world. We are taking steps to
address the Year 2000 issue with respect to the computers we use, and
have asked that our major service providers take comparable steps. Also,
the Fund's Investment Adviser is using its best efforts to evaluate any
potential adverse effects from the Year 2000 issue that may affect
companies whose securities may be purchased by the Funds. However, there
is no assurance that these steps will completely protect the Funds from
being affected.
Past Performance
The tables below and on the following page provide an indication of the
risks of investing in the Funds. The tables on the left side show
changes in the total returns generated by the respective Fund for each
calendar year. The tables on the right show how each Fund's average
annual returns for certain periods compare with those of a relevant,
widely recognized benchmark. Each table reflects all expenses of the
respective Fund and assumes that all dividends and capital gains
distributions have been reinvested in new shares of the Fund. Past
performance is not necessarily an indication of how a Fund will perform
in the future. No information is provided for the Buffalo Small Cap
Fund, since that Fund has not been in operation for a full calendar
year.
Market Capitalization: How much a company is considered to be worth.
It equals the number
of outstanding shares times the share price. Large capitalization
companies are those
in excess of $1 billion while small cap companies are valued under that
figure.
Diversifying: A technique to reduce the risks inherent in any investment
by investing in a broad range of securities from different industries,
locations or asset classes.
Default risk: The possibility that the issuer will fail to make timely
payments of principal or interest
to the Funds.
GRAPH - Buffalo Balanced Fund
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through March 31, 1999) = -1.5%
Best Quarter Ended September 30, 1997 = 9.7%
Worst Quarter Ended September 30, 1998 = -12.5%
Average Annual Total Return as of December 31, 1998
1 Year Since Inception*
Buffalo Balanced Fund (2.8%) 10.6%
S&P 500 Index and Merrill Lynch Bond
Fund Index Weighted Average 17.0% 19.2%
Lipper Balanced Fund Index 15.1% 16.3%
*Buffalo Balanced commenced operations in August 1994.
GRAPH - Buffalo Equity Fund
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through March 31, 1999) = 0.5%
Best Quarter Ended December 31, 1998 = 19.7%
Worst Quarter Ended September 30, 1998 = -15.7%
Average Annual Total Return as of December 31, 1998
1 Year Since Inception*
Buffalo Equity Fund 10.7% 24.2%
S&P 500 Index 28.7% 26.4%
Lipper Capital Appreciation Fund Index 20.0% 20.2%
*Buffalo Equity commenced operations in May 1995.
GRAPH - Buffalo High Yield Fund
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through March 31, 1999 = -1.3%
Best Quarter Ended June 30, 1997 = 7.3%
Worst Quarter Ended September 30, 1998 = -8.2%
Average Annual Total Return as of December 31, 1998
1 Year Since Inception*
Buffalo High Yield Fund (5.3%) 10.7%
Merrill Lynch High Yield Bond Index 3.7% 9.7%
Lipper High Yield Fund Index (0.1%) 9.0%
*Buffalo High Yield commenced operations in May 1995.
GRAPH - Buffalo USA Global Fund
Annual Total Return as of December 31 of Each Year
Year-to-Date Return (through March 31, 1999) = -0.3%
Best Quarter Ended September 30, 1996 = 19.7%
Worst Quarter Ended September 30, 1998 = -13.0%
Average Annual Total Return as of December 31, 1998
1 Year Since Inception*
Buffalo High Yield Fund 7.9% 20.4%
S&P 500 Index 28.7% 26.4%
Lipper Capital Appreciation
Fund Index 20.0% 20.2%
*Buffalo USA Global commenced operations in May 1995.
Fees & Expenses
The following tables describe the fees and expenses that you may pay if
you buy and hold shares of each Fund.
Buffalo Buffalo Buffalo Buffalo Buffalo
Balanced Equity High Yield Small Cap USA Global
Fund Fund Fund Fund Fund
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases None None None None None
Maximum Deferred Sales
Charge (Load) None None None None None
Maximum Sales Charge (Load)
Imposed on Reinvested
Dividends None None None None None
Redemption Fee None* None* None* None* None*
Exchange Fee None None None None None
*A $10 fee is imposed for redemptions by wire.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution
(12b-1) fees None None None None None
Other Expenses .04% .06% .05% .02% .05%
Total Annual Fund
Operating Expenses 1.04% 1.06% 1.05% 1.02% 1.05%
Examples
The following examples are intended to help you compare the cost of
investing in each Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. The examples also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
Buffalo Balanced Fund $106 $331 $574 $1,271
Buffalo Equity Fund $108 $337 $585 $1,294
Buffalo High Yield Fund $107 $334 $579 $1,283
Buffalo Small Cap Fund $104 $325 $563 $1,248
Buffalo USA Global Fund $107 $334 $579 $1,283
Management and Investment Adviser
Jones & Babson, Inc. was founded in 1959. It organized the Funds in 1994
(except Buffalo Small Cap Fund, organized in 1997) and it acts as the
Funds' manager and principal underwriter. As Manager, Jones & Babson,
Inc. provides or pays the cost of all management, supervisory and
administrative services required in the normal operation of the Funds.
This includes investment management and supervision; fees of the
custodian, independent auditors and legal counsel; officers, directors
and other personnel; rent; shareholder services; and other items
incidental to corporate administration.
Operating expenses not required in the normal operation of the Funds are
payable by the Funds. These expenses include taxes, interest,
governmental charges and fees, including registration of the Funds with
the Securities and Exchange Commission and the various States, brokerage
costs, dues, and all extraordinary costs including expenses arising out
of anticipated or actual litigation or administrative proceedings.
Jones & Babson, Inc. employs at its own expense Kornitzer Capital
Management, Inc. as its investment adviser to assist in the investment
advisory function for the Funds. Kornitzer Capital Management, Inc. is
an independent investment advisory firm founded in 1989. It serves a
broad variety of individual, corporate and other institutional clients
by maintaining an extensive research and analytical staff. It has an
experienced investment analysis and research staff which eliminates the
need for Jones & Babson, Inc. and the Funds to maintain an extensive
duplicate staff. The Buffalo Funds are managed by a team of four
individuals. John Kornitzer has over 28 years of investment experience.
He managed money at several Fortune 500 companies prior to founding
Kornitzer Capital Management, Inc. Kent Gasaway is a Chartered Financial
Analyst with 17 years of research and management experience. He holds a
BS in Business Administration from Kansas State University. Tom Laming
is an experienced aerospace engineer and research analyst. He holds a BS
in Physics from the University of Kansas, an MS in Aeronautics and
Astronautics from MIT, and an MBA from Indiana University. Bob Male is a
chartered Financial Analyst with more than 10 years of investment
research experience. He holds a B.S. in Business Administration from the
University of Kansas and an MBA from Southern Methodist University.
For its services, each Fund pays Jones & Babson, Inc. a fee at the
annual rate of one percent (1.00%) of the Fund's average daily net
assets. The Management Agreement limits the liability of the Manager or
its Investment Adviser, as well as their officers, directors and
personnel, to acts or omissions involving willful malfeasance, bad
faith, gross negligence or reckless disregard of their duties.
Jones & Babson, Inc. also serves as transfer agent and principal
underwriter for the Funds. Jones & Babson is located at BMA Tower, 700
Karnes Blvd., Kansas City, MO 64108-3306 and Kornitzer Capital
Management is located at 7715 Shawnee Mission Parkway, Shawnee Mission,
KS 66202.
Financial Highlights
The financial highlights tables are intended to help you understand each
Fund's financial performance since inception. Certain information
reflects financial results for a single share of a Fund. The total
returns in the tables represent the rate that an investor would have
earned on an investment in a Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by Ernst
& Young LLP, whose report, along with the Fund's financial statements,
are included in the annual report, which is available upon request.
Buffalo Balanced Fund, Inc.
August 12, 1994
Years Ended March 31, (Inception Date)
1999 1998 1997 1996 to March 31,1995*
Net asset value, beginning
of period $11.50 $10.57 $10.70 $10.06 $10.07
Income (loss) from investment operations:
Net investment income .66 .65 .72 .65 .32
Net gains (losses)
on securities
(both realized and
unrealized) (1.86) 1.84 .69 1.07 (.03)
Total from investment
operations (1.20) 2.49 1.41 1.72 .29
Less distributions:
Dividends (from net
investment income) ( .66) ( .65) ( .71) ( .68) ( .30)
Distributions
(from capital gains) ( .77) ( .91) ( .83) ( .40) -
Total distributions (1.43) (1.56) (1.54) (1.08) ( .30)
Net asset value, end
of period $ 8.87 $11.50 $10.57 $10.70 $10.06
Total return (10.49%) 24.76% 13.22% 17.87% 2.91%
Ratios/Supplemental Data
Net assets, end of year
(in millions) $ 40 $ 55 $ 44 $ 50 $ 38
Ratio of expenses to
average net assets 1.04% 1.04% 1.05% 1.11% 1.06%
Ratio of net income
to average net assets 6.19% 5.61% 6.20% 6.27% 8.89%
Portfolio turnover rate 57% 61% 56% 61% 33%
*Ratios for this initial period of operations are annualized, except
total return.
The Fund was capitalized on June 6, 1994 with $100,000, representing
10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on August 12, 1994, at which time net
asset value was $10.07 per share.
Buffalo Equity Fund, Inc.
May 19, 1995
Years Ended March 31, (Inception Date)
1999 1998 1997 to March 31, 1996*
Net asset value, beginning of
period $16.94 $13.93 $12.36 $10.14
Income (loss) from investment
operations:
Net investment income (loss) .04 .08 .15 .21
Net gains on securities
(both realized and unrealized) .40 4.85 2.51 2.72
Total from investment operations .44 4.93 2.66 2.93
Less distributions:
Dividends (from net
investment income) ( .05) ( .10) ( .10) ( .20)
Distributions (from capital
gains) ( .38) (1.82) ( .99) ( .51)
Total distributions ( .43) (1.92) (1.09) ( .71)
Net asset value, end of period $16.95 $16.94 $13.93 $12.36
Total return 2.73% 36.97% 21.23% 29.11%
Ratios/Supplemental Data
Net assets, end of year
(in millions) $ 32 $ 35 $ 20 $ 6
Ratio of expenses to
average net assets 1.06% 1.09% 1.16% 1.06%
Ratio of net income to
average net assets .27% .56% 1.35% 2.55%
Portfolio turnover rate 83% 93% 123% 63%
*Ratios for this initial period of operations are annualized, except
total return.
The Fund was capitalized on February 13, 1995 with $100,000,
representing 10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on May 19, 1995, at which time net
asset value was $10.14 per share.
Buffalo High Yield Fund, Inc.
May 19, 1995
Years Ended March 31, (Inception Date)
1999 1998 1997 to March 31, 1996*
Net asset value, beginning of
period $12.83 $11.73 $11.15 $10.14
Income (loss) from investment operations:
Net investment income (loss) .93 .79 .82 .53
Net gains on securities
(both realized and unrealized) (2.18) 1.35 .71 1.14
Total from investment operations (1.25) 2.14 1.53 1.67
Less distributions:
Dividends (from net
investment income) ( .76) ( .80) ( .80) ( .53)
Distributions (from capital
gains) ( .08) ( .24) ( .15) ( .13)
Total distributions ( .84) (1.04) ( .95) ( .66)
Net asset value, end of period $10.74 $12.83 $11.73 $11.15
Total return ( 9.92%) 18.63% 14.02% 16.67%
Ratios/Supplemental Data
Net assets, end of year
(in millions) $ 58 $ 71 $ 20 $ 7
Ratio of expenses to
average net assets 1.05% 1.03% 1.13% 1.03%
Ratio of net income to
average net assets 7.76% 6.43% 7.63% 7.40%
Portfolio turnover rate 30% 24% 39% 25%
*Ratios for this initial period of operations are annualized, except
total return.
The Fund was capitalized on February 13, 1995 with $100,000,
representing 10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on May 19, 1995, at which time net
asset value was $10.14 per share.
Buffalo Small Cap Fund, Inc.
April 14, 1998
(Inception Date)
to March 31, 1999*
Net asset value, beginning of period $ 10.00
Income (loss) from investment operations:
Net investment income (loss) .04
Net gains or losses on securities
(both realized and unrealized) ( .51)
Total from investment operations ( .47)
Less distributions:
Dividends (from net investment income) ( .04)
Distributions (from capital gains) -
Total distributions ( .04)
Net asset value, end of period $ 9.49
Total return ( 4.69%)
Ratios/Supplemental Data
Net assets, end of period (in millions) $ 13
Ratio of expenses to average net assets 1.02%
Ratio of net income to average net assets .59%
Portfolio turnover rate 34%
*Ratios for this initial period of operations are annualized, except
total return.
The Fund was capitalized on January 12, 1998 with $100,000, representing
10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on April 14, 1998, at which time net
asset value was $10.00 per share.
Buffalo USA Global Fund, Inc.
May 19, 1995
Years Ended March 31, (Inception Date)
1999 1998 1997 to March 31, 1996*
Net asset value, beginning of
period $17.29 $14.10 $11.36 $10.14
Income (loss) from investment operations:
Net investment income (loss) .06 .07 .08 .15
Net gains on securities
(both realized and unrealized) ( .51) 4.20 3.32 1.61
Total from investment operations ( .45) 4.27 3.40 1.76
Less distributions:
Dividends (from net investment
income) ( .06) ( .06) ( .05) ( .15)
Distributions (from capital
gains) ( .51) (1.02) ( .61) ( .39)
Total distributions ( .57) (1.08) ( .66) ( .54)
Net asset value, end of period $16.27 $17.29 $14.10 $11.36
Total return (2.52%) 31.33% 29.87% 17.49%
Ratios/Supplemental Data
Net assets, end of year
(in millions) $ 35 $ 45 $ 27 $ 5
Ratio of expenses to
average net assets 1.05% 1.09% 1.13% 1.06%
Ratio of net income to
average net assets .34% .47% .79% 1.94%
Portfolio turnover rate 42% 64% 88% 123%
*Ratios for this initial period of operations are annualized, except
total return.
The Fund was capitalized on February 13, 1995 with $100,000,
representing 10,000 shares at a net asset value of $10.00 per share.
Initial public offering was made on May 19, 1995, at which time net
asset value was $10.14 per share.
How to Purchase Shares
No Load Funds
There are no sales commissions or Rule 12b-1 distribution fees
How to Buy Shares (see chart on page 20 for details)
By phone, mail or wire
Through Automatic Monthly Investments
Through exchanges from a Babson or Buffalo Fund
Minimum Initial Investment
$2,500 (unless Automatic Monthly)
$250 for IRA and Uniform Transfer (Gift) to Minors accounts
$100 with an Automatic Monthly Investment Plan
$1,000 for exchanges from a Babson Money Market or another Buffalo
Fund
Minimum Additional Investment
$100 by mail
$1,000 by wire or telephone (ACH)
$100 for Automatic Monthly Investments
$1,000 for exchanges from a Babson Money Market or Buffalo Fund
Minimum Account Size
You must maintain a minimum account value equal to the current minimum
initial investment (usually $2,500). If your account falls below this
amount due to redemptions (not market action) we may notify you and ask
you to increase the account to the minimum. We will close the account
and send your money if you do not bring the account up to the minimum
within 60 days after we mail you the notice.
How to Redeem Shares
You may withdraw from your account at any time in the following amounts:
any amount for redemptions requested by mail or telegraph
$1,000 or more for redemptions wired to your account ($10 fee)
$50 or more for redemptions by a systematic redemption plan (there may
be a fee)
$1,000 or more for exchanges to another fund
$100 or more for redemptions by automatic monthly exchange to another
fund
$100 or more via ACH; there is no fee but funds may take 4 days to
reach your account
Shareholder Services
The following services are also available to shareholders. Please call
1-800-49-BUFFALO (1-800-492-8332) for more information:
Uniform Transfers (Gifts) to Minors accounts
Accounts for corporations or partnerships
Sub-Accounting Services for Keogh, tax qualified retirement plans, and
others
Prototype Retirement Plans for the self-employed, partnerships and
corporations
Traditional IRA accounts
Roth IRA accounts
Simplified Employee Pensions (SEPs)
How Share Price is Determined
Shares of each Fund are purchased or redeemed at its net asset value per
share next calculated after your purchase order and payment or
redemption order is received in good order. In the case of certain
institutions which have made satisfactory payment or redemption
arrangements with the Funds, orders may be processed at the net asset
value per share next effective after receipt by that institution.
The net asset value is calculated by subtracting from the Fund's total
assets any liabilities and then dividing into this amount the total
outstanding shares as of the date of the calculation. The net asset
value per share is computed once daily, Monday through Friday, at 4:00
p.m. (Eastern Time) on days when the Funds are open for business
(generally the same days that the New York Stock Exchange is open for
trading). The Funds are generally closed on weekends, national holidays
and Good Friday.
Each security owned by a Fund that is listed on an Exchange is valued at
its last sale price on that Exchange on the date as of which assets are
valued. Where the security is listed on more than one Exchange, the Fund
will use the price of that Exchange which it generally considers to be
the principal Exchange on which the stock is traded. Lacking sales, the
security is valued at the mean between the last current closing bid and
asked prices. An unlisted security for which over-the-counter market
quotations are readily available is valued at the mean between the last
current bid and asked prices. When market quotations are not readily
available, any security or other asset is valued at its fair value as
determined in good faith by the respective Board of Directors.
Distributions and Taxes
The Buffalo Balanced Fund and Buffalo High Yield Fund pay distributions
from net investment income quarterly, usually in March, June, September
and December. The Buffalo Equity Fund and Buffalo USA Global Fund pay
distributions from net investment income semi-annually, usually in June
and December. Distributions from net capital gains realized on the sale
of securities will be declared by the Buffalo Balanced Fund annually on
or before December 31 and by the Buffalo High Yield Fund, Buffalo Equity
Fund and Buffalo USA Global Fund semi-annually, usually in June and
December. Your distributions will be reinvested automatically in
additional shares of the Fund, unless you have elected on your original
application, or by written instructions filed with the Fund, to have
them paid in cash. We automatically reinvest all dividends under $10.00
in additional shares of the Fund. There are no fees or sales charges on
reinvestments.
Tax Considerations - In general, distributions from a Fund are taxable
to you as either ordinary income or capital gains. This is true whether
you reinvest your distributions in additional shares of a Fund or
receive them in cash. Any capital gains a Fund distributes are taxable
to you as long-term capital gains no matter how long you have owned your
shares.
When you sell your shares of a Fund, you may have a capital gain or
loss. For tax purposes, an exchange of your Fund shares for shares of a
different Buffalo Fund or a Babson Money Market Fund is the same as a
sale. The individual tax rate on any gain from the sale or exchange of
your shares depends on how long you have held your shares.
Fund distributions and gains from the sale or exchange of your shares
will generally be subject to state and local income tax. Non-U.S.
investors may be subject to U.S. withholding and estate tax. You should
consult your tax advisor about the federal, state, local or foreign tax
consequences of your investment in a Fund.
Backup Withholding - By law, the Funds must withhold 31% of your taxable
distributions and proceeds if you do not provide your correct taxpayer
identification number (TIN) or certify that your TIN is correct, or if
the IRS instructs the Funds to do so.
Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared
in December but paid in January are taxable as if they were paid in
December.
Additional Policies About Transactions
We cannot process transaction requests that are not complete and in good
order as described in this section. We may cancel or change our
transaction policies without notice. To avoid delays, please call us if
you have any questions about these policies.
Purchases - We may reject orders when not accompanied by payment or when
in the best interest of the Funds and their shareholders.
Redemptions - We try to send proceeds as soon as practical. In any
event, we send proceeds by the third business day after we receive a
request in good order. We cannot accept requests that contain special
conditions or effective dates. We may request additional documentation
to ensure that a request is genuine. Under certain circumstances, we may
pay you proceeds in the form of portfolio securities owned by the Fund
being redeemed. If you receive securities instead of cash, you may incur
brokerage costs when converting into cash.
If you request a redemption within 15 days of purchase, we will delay
sending your proceeds until we have collected unconditional payment,
which may take up to 15 days from the date of purchase. For your
protection, if your account address has been changed within the last 30
days, your redemption request must be in writing and signed by each
account owner, with signature guarantees. The right to redeem shares may
be temporarily suspended in emergency situations only as permitted under
federal law.
Signature Guarantees - You can get a signature guarantee from most banks
or securities dealers, but not a notary public. For your protection, we
require a guaranteed signature if you request:
A redemption check sent to a different payee, bank or address than we
have on file.
A redemption check mailed to an address that has been changed within
the last 30 days.
A redemption for $10,000 or more in writing.
A change in account registration or redemption instructions.
Corporations, Trusts and Other Entities - Additional documentation is
normally required for corporations, fiduciaries and others who hold
shares in a representative or nominee capacity. We cannot process your
request until we have all documents in the form required. Please call us
first to avoid delays.
Exchanges to Another Fund - You must meet the minimum investment
requirement of the Buffalo Fund or Babson Money Market Fund you are
exchanging into. The names and registrations on the two accounts must be
identical. Your shares must have been held in an open account for 15
days or more and we must have received good payment before we will
exchange shares. You should review the prospectus of the fund being
purchased. Call us for a free copy.
Telephone Services - During periods of increased market activity, you
may have difficulty reaching us by telephone. If this happens, contact
us by mail or telegraph. We may refuse a telephone request, including a
telephone or telegraph redemption request. We will use reasonable
procedures to confirm that telephone instructions are genuine. If such
procedures are followed, the Funds are not liable for losses due to
unauthorized or fraudulent instructions. At our option, we may limit the
frequency or the amount of telephone redemption requests. Neither the
Funds nor Jones & Babson, Inc. assumes responsibility for the
authenticity of telephone redemption requests.
Conducting Business with the Buffalo Funds
BY PHONE
1-800-49-BUFFALO
(1-800-492-8332)
in the Kansas City area 751-5900
You must authorize each type of
telephone transaction on your account application or the appropriate
form, available from us. All account owners must sign. When you call, we
may request personal identification and tape record the call.
If you already have an account with us and you have authorized telephone
exchanges, you may call to open an account in another Babson or Buffalo
Fund by exchange ($1,000 minimum). The names and registrations on the
accounts must be identical.
You may make investments ($1,000 minimum) by telephone. After we have
received your telephone call, we will deduct from your checking account
the cost of the shares.
Availability of this service is subject to approval by the Funds and
participating banks.
You may exchange shares ($1,000 minimum or the initial
minimum fund requirement) for shares in another Buffalo Fund or a Babson
Money Market Fund. The shares being exchanged must have been held in
open account for 15 days or more.
By Mail
Initial Purchases
and all Redemptions:
The Buffalo Fund Group
P.O. Box 419757
Kansas City, MO 64141-6757
Subsequent Purchases:
The Buffalo Fund Group
P.O. Box 419779
Kansas City, MO 64141-6779
Complete and sign the application which accompanies this Prospectus.
Your initial investment must meet the minimum amount. Make your check
payable to UMB Bank, n.a.
Make your check ($100 minimum) payable to UMB Bank, n.a. and mail it to
us. Always identify your account number or include the detachable
reminder stub (from your confirmation statement).
In a letter, include the genuine signature of each registered owner
(exactly as registered), the name of each account owner, the account
number and the number of shares or the dollar amount to be redeemed. We
will send funds only to the address of record.
In a letter, include the genuine signature of each registered owner, the
account number, the number of shares or dollar amount to be exchanged
($1,000 minimum) and the Buffalo or Babson Money Market Fund into which
the amount is being transferred.
By Wire
UMB Bank, n.a.,
Kansas City, Missouri,
ABA#101000695
For Buffalo ________________________ Fund
AC=9870595095
OBI = (your account number and
account name)
Call us first to get an account number. We will require information such
as your Social Security or Taxpayer Identification Number, the amount
being wired ($2,500 minimum), and the name and telephone number of the
wiring bank. Then tell your bank to wire the amount. You must send us a
completed
application as soon as possible or payment of your redemption proceeds
will be delayed.
Wire share purchases ($1,000 minimum) should include the names of each
account owner, your account number and the Buffalo Fund in which you are
purchasing shares. You should notify us by telephone that you have sent
a wire purchase order to UMB Bank, n.a.
Redemption proceeds ($1,000 minimum) may be wired to your pre-identified
bank account. A $10 fee is deducted. If your written request is received
before 4:00 P.M. (Eastern Time) we will normally wire funds the
following business day. If we receive your written request later in the
day, we will normally wire funds on the second business day. Contact
your bank about the time of receipt and availability.
THROUGH AUTOMATIC TRANSACTION PLANS
You must authorize each type of automatic transaction on your account
application or complete an authorization form, available from us upon
request. All registered owners must sign.
Not applicable.
Automatic Monthly Investment:
You may authorize automatic monthly investments in a constant dollar
amount ($100 minimum) from your checking account. We will draft your
checking account on the same day each month in the amount you authorize.
Systematic Redemption Plan:
You may specify a dollar amount ($50 minimum) to be withdrawn monthly or
quarterly or have your shares redeemed at a rate calculated to exhaust
the account at the end of a specified period. A fee of $1.50 or less may
be charged for each withdrawal. You must own shares in an open account
valued at $10,000 when you first authorize the systematic redemption
plan. You may cancel or change your plan or redeem all your shares at
any time. We will continue withdrawals until your shares are gone or
until the Fund or you cancel the plan.
Monthly Exchanges:
You may authorize monthly exchanges from your account ($100 minimum) to
another Buffalo Fund or a Babson Money Market Fund. Exchanges will be
continued until all shares have been exchanged or until you terminate
the service.
Buffalo Mutual Funds
Balanced Fund
Equity Fund
High Yield Fund
Small Cap Fund
USA Global Fund
Additional Information
The Statement of Additional Information (SAI) contains additional
information about the Funds and is incorporated by reference into this
Prospectus. The Funds' annual and semi-annual reports to shareholders
contain additional information about each Fund's investments. In the
Funds' annual report, you will find a discussion of the market
conditions and investment strategies that significantly affected each
Fund's performance during the last year.
You may obtain a free copy of these documents by calling, writing or e-
mailing the Funds as shown below. You also may call the toll free number
given below to request other information about the Funds and to make
shareholder inquiries.
You may review and copy the SAI and other information about the Funds by
visiting the Securities and Exchange Commission's Public Reference Room
in Washington, DC (1-800-SEC-0330) or by visiting the Commission's
Internet site at http://www.sec.gov. Copies of this information also may
be obtained, upon payment of a duplicating fee, by writing to the Public
Reference Section of the Commission, Washington, DC 20549-6009.
P.O. Box 419757
Kansas City, MO 64141-6757
1-800-49-BUFFALO
(1-800-492-8332)
www.buffalofunds.com
<PAGE>
PART B
BUFFALO BALANCED FUND, INC.
BUFFALO EQUITY FUND, INC.
BUFFALO HIGH YIELD FUND, INC.
BUFFALO SMALL CAP FUND, INC.
BUFFALO USA GLOBAL FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
July 31, 1999
This Statement is not a Prospectus but
should be read in conjunction with the current
Prospectus of the Funds' dated July 31, 1999. To
obtain the Prospectus or any Annual or Semi-
Annual Report to shareholders, please call the
Fund toll-free at 1-800-49 - Buffalo (1-800-492-
8332), or in the Kansas City area 751-5900.
TABLE OF CONTENTS
Page
Introduction 2
Information About the Funds' Investments 2
Objectives and Principal Investment Strategies 2
Risk Factors 4
Fundamental Investment Policies and Restrictions 6
Non-Fundamental Investment Policies and Restrictions 8
Fund Transactions 9
Performance Measures 10
Total Return 10
Performance Comparisons 11
Purchasing and Selling Shares 11
Purchases 11
Sales (Redemptions) 12
Signature Guarantees 13
How Share Price Is Determined 13
Additional Purchase and Redemption Policies 13
Management of the Company and Funds 14
Directors and Officers 14
Compensation 15
Manager and Investment Adviser 16
Custodian 17
Independent Auditors 17
Distributions and Taxes 17
Financial Statements 18
General Information and History 18
Appendix-Credit Ratings 19
INTRODUCTION
Buffalo Balanced Fund, Buffalo Equity Fund, Buffalo High Yield Fund,
Buffalo Small Cap Fund and Buffalo USA Global Fund (hereafter, the
"Funds") are each an open-end diversified management investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act"). This classification means that the assets of the Funds
are invested in a diversified portfolio of securities and the Funds
operate as mutual funds, allowing shareholders to buy and sell shares
at any time (as described in the Prospectus).
This Statement of Additional Information supplements the information
contained in the Prospectus of the Funds.
INFORMATION ABOUT THE FUNDS' INVESTMENTS
Objectives and Principle Investment Strategies. Each Fund's
objectives and policies as described in this section will not be
changed without approval of a majority of the Fund's outstanding
shares.
Buffalo Balanced Fund - seeks both long-term capital growth and high
current income. Long-term capital growth is intended to be achieved
primarily by the Fund's investment in common stocks and secondarily by
the Fund's investment in convertible bonds and convertible preferred
stocks. High current income is intended to be achieved by the Fund's
investment in corporate bonds, government bonds, mortgage-backed
securities, convertible bonds, preferred stocks and convertible
preferred stocks.
It is expected that the majority of common stocks purchased by the Fund
will be large capitalization companies with most, if not all, listed on
the New York Stock Exchange. Large capitalization stocks are
considered to be those with capitalization in excess of $1 billion. It
is not the manager's intention to make wide use of Nasdaq-listed,
smaller capitalization common stocks (capitalization of less than $1
billion). The Fund may invest up to 75% of its assets in corporate
bonds, convertible bonds, preferred stocks and convertible preferred
stocks. The manager expects that generally these securities may be
rated below investment grade (BBB) or its equivalent by the major
rating agencies.
Securities rated below Baa by Moody's or BBB by Standard & Poor's are
commonly known as junk bonds and are considered to be high risk.
Yields on such bonds will fluctuate over time, and achievement of the
Fund's investment objective may be more dependent on the Fund's own
credit analysis than is the case for higher rated bonds. Up to 20% of
the Fund's assets may be invested in debt securities which are rated
less than B or are unrated. The Fund will not invest in securities
that, at the time of initial investment, are rated less than B by
Moody's or Standard & Poor's. Securities that are subsequently
downgraded in quality below B may continue to be held by the Fund, and
will be sold only at the Fund adviser's discretion. In addition, the
credit quality of unrated securities purchased by the Fund must be, in
the opinion of the Fund's adviser, at least equivalent to a B rating by
Moody's or Standard & Poor's. Securities rated less than Baa by
Moody's or BBB by Standard & Poor's are classified as non-investment
grade securities. Such securities carry a high degree of risk and are
considered speculative by the major credit rating agencies. (See "Risk
Factors Applicable to High Yielding Debt Securities.")
Buffalo Equity Fund - seeks long-term capital growth by investing
primarily in common stocks. Realization of dividend income is a
secondary consideration. Buffalo Equity Fund will normally invest in a
broad array of common stocks, in terms of companies and industries. It
is expected that the majority of common stocks purchased in the Fund
will be large capitalization companies with most, if not all, listed on
the New York Stock Exchange. The Fund will invest at least 65% of its
assets in common stocks under normal circumstances.
Buffalo High Yield Fund - primarily seeks a high level of current
income and secondarily, capital growth. The Fund invests primarily in
a diversified portfolio of high-yielding fixed income securities. High
current income is intended to be achieved by the Fund's investment in
fixed income securities, without restriction, such as corporate bonds,
government bonds, convertible bonds, preferred stocks and convertible
preferred stocks. The Fund may not invest in foreign government bonds.
Capital growth is intended to be achieved by the appreciation of fixed
income and equity investments held in the Fund.
The Fund may invest up to 100% of its assets in fixed income
securities, including without limitation, corporate bonds, convertible
bonds, preferred stocks and convertible preferred stocks. These
securities may be rated below investment grade by the major rating
agencies or, if unrated, are in the opinion of the manager of similar
quality. Securities rated Baa and below by Moody's or BBB and below by
Standard & Poor's are commonly known as "junk bonds" and are considered
to be high risk (see "Risk Factors Applicable to High Yielding Debt
Securities"). Yields on such bonds will fluctuate over time, and
achievement of the Fund's investment objective may be more dependant on
the Fund's own credit analysis than is the case for higher rated bonds.
Up to 20% of the Fund's assets may be invested in debt securities which
are rated less than B at the time of purchase or if unrated are in the
opinion of the manager of similar quality. Securities rated B or
higher at the time of purchase, which are subsequently downgraded, will
not be subject to this limitation. The lowest rating that may be held
in the Fund is D, or that of defaulted securities. The Fund will not
purchase obligations that are in default, but may hold in the portfolio
securities that go into default subsequent to acquisition by the Fund.
The proportion of the Fund invested in each type of security is
expected to change over time in accordance with the investment
manager's interpretation of economic conditions and underlying security
values. However, it is expected that a minimum of 65% of the Fund's
total assets will always be invested in fixed income securities and
that a maximum of 10% of its total assets will be invested in equity
securities. The Fund's flexible investment policy allows it to invest
in securities with varying maturities; however, it is anticipated that
the average maturity of securities acquired by the Fund will not exceed
15 years. The average maturity of the Fund will be generally ten years
or less.
Sometimes the manager may believe that a full or partial temporary
defensive position is desirable, due to present or anticipated market
or economic conditions. To achieve a defensive posture, the manager
may take any one or more of the following steps with respect to assets
in the Fund's portfolio: (1) shortening the average maturity of the
Fund's debt portfolio; (2) holding cash or cash equivalents; and (3)
emphasizing high-grade debt securities. Use of a defensive posture by
the Fund's manager may involve a reduction in the yield on the Fund's
portfolio.
Buffalo Small Cap Fund - seeks long-term capital growth by investing
primarily in equity securities of small companies. Equity securities
include common stock, preferred stock and securities convertible into
common stock or preferred stock. The Buffalo Small Cap Fund will
normally invest in a broad array of securities, diversified in terms of
companies and industries. The Fund invests at least 65% of its total
assets in equity securities of small companies, during normal market
conditions.
Buffalo USA Global Fund - seeks capital growth by investing in common
stocks of companies based in the United States that receive greater
than 40% of their revenues or income from international operations;
measured as of the preceding four completed quarters of business or the
respective company's most recently completed fiscal year. At least 65%
of the value of the Fund's total assets must be invested in at least
three different countries. This diversification is achieved through
the international operations of United States-based companies as
described above. The Fund will invest in common stocks considered by
the manager to have above average potential for appreciation; income is
a secondary consideration. Under normal circumstances, the Fund will
invest in a majority of its assets in common stocks listed on the New
York Stock Exchange.
The Funds' investments are selected by Kornitzer Capital Management,
Inc.
Cash Management. For purposes including, but not limited to, meeting
redemptions and unanticipated expenses, the Funds may invest a portion
of their assets in cash or high-quality, short term debt obligations
readily changeable into cash. In addition, the Funds may invest up to
100% of their respective assets in such securities for temporary or
emergency purposes. Such high quality, short-term obligations
include: money market securities, commercial paper, bank certificates
of deposit, and repurchase agreements collateralized by government
securities. Investments in commercial paper are restricted to
companies in the top two short-term rating categories by Moody's
Investment Service, Inc. (Moody's) and Standard & Poor's Corporation.
Repurchase Agreements. The Funds may invest in issues of the United
States Treasury or a United States government agency subject to
repurchase agreements. A repurchase agreement involves the sale of
securities to the Fund with the concurrent agreement by the seller to
repurchase the securities at the Fund's cost plus interest at an agreed
rate upon demand or within a specified time, thereby determining the
yield during the Fund's period of ownership. The result is a fixed rate
of return insulated from market fluctuations during such period. Under
the 1940 Act, repurchase agreements are considered loans by the
respective Fund.
The Funds will enter into repurchase agreements only with United States
banks having assets in excess of $1 billion which are members of the
Federal Deposit Insurance Corporation, and with certain securities
dealers who meet the qualifications set from time to time by the Board
of Directors of the Company. The term to maturity of a repurchase
agreement normally will be no longer than a few days. Repurchase
agreements maturing in more than seven days and other illiquid
securities will not exceed 15% of the net assets of the Funds.
Covered Call Options. Each Fund is authorized to write (i.e. sell)
covered call options on the securities in which it may invest and to
enter into closing purchase transactions with respect to certain of
such options. A covered call option is an option where the Fund in
return for a premium gives another party a right to buy specified
securities owned by the Fund at a specified future date and price set
at the time of the contract. (See "Risk Factors Applicable to Covered
Call Options.") Covered call options are intended to serve as a
partial hedge against any declining price of the underlying securities.
Money Market Securities. Investments by the Funds in money market
securities shall include government securities, commercial paper, bank
certificates of deposit and repurchase agreements collateralized by
government securities. Investment in commercial paper is restricted to
companies in the top two rating categories by Moody's and Standard &
Poor's.
Asset-Backed Securities. The Buffalo High Yield Fund may invest in
asset-backed securities. Asset-backed securities are collateralized by
short maturity loans such as automobile receivables, credit card
receivables, other types of receivables or assets. Credit support for
asset-backed securities may be based on the underlying assets and/or
provided through credit enhancements by a third party. Credit
enhancement techniques include letters of credit, insurance bonds,
limited guarantees (which are generally provided by the issuer),
senior-subordinated structures and over-collateralization.
ADRs. Buffalo Equity Fund and Buffalo Small Cap Fund may gain
international exposure through investing in American Depository
Receipts (ADRs). ADRs, which are issued by domestic banks, are
publicly traded in the United States and represent ownership in
underlying foreign securities. The Funds do not intend to invest
directly in foreign securities or foreign currencies. (See "Risk
Factors Applicable to ADRs.")
RISK FACTORS
Risk Factors Applicable to High Yielding Securities. Buffalo Balanced
Fund and Buffalo High Yield Fund invest in high-yielding, high-risk
debt securities (so-called "junk bonds"). These lower rated bonds
involve a higher degree of credit risk, the risk that the issuer will
not make interest or principal payments when due. In the event of an
unanticipated default, a Fund would experience a reduction in its
income, and could expect a decline in the market value of the
securities so affected. More careful analysis of the financial
condition of each issuer of lower grade securities is therefore
necessary. During an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience financial
stress which would adversely affect their ability to service their
principal and interest payment obligations, to meet projected business
goals and to obtain additional financing.
The market prices of lower grade securities are generally less
sensitive to interest rate changes than higher rated investments, but
more sensitive to adverse economic or political changes or, in the case
of corporate issuers, individual corporate developments. Periods of
economic or political uncertainty and change can be expected to result
in volatility of prices of these securities. Since the last major
economic recession, there has been a substantial increase in the use of
high-yield debt securities to fund highly leveraged corporate
acquisitions and restructurings, so past experience with high-yield
securities in a prolonged economic downturn may not provide an accurate
indication of future performance during such periods. Lower rated
securities also may have less liquid markets than higher rated
securities, and their liquidity as well as their value may be adversely
affected by adverse economic conditions. Adverse publicity and
investor perceptions, as well as new or proposed laws, may also have a
negative impact on the market for high- yield/high-risk bonds.
Credit quality of lower-rated securities can change suddenly and
unexpectedly and even recently issued credit ratings may not fully
reflect the actual risks posed by a particular high-yield/high-risk
security. For these reasons, it is the Funds' policy not to rely
primarily on ratings issued by established credit rating agencies, but
to utilize such ratings in conjunction with the investment adviser's
own independent and ongoing review of credit quality. As a mutual fund
investing in fixed income securities, each of the Funds is subject
primarily to interest rate, income and credit risk. Interest rate risk
is the potential for a decline in bond prices due to rising interest
rates. In general, bond prices vary inversely with interest rates.
When interest rates rise, bond prices generally fall. Conversely, when
interest rates fall, bond prices generally rise. The change in price
depends on several factors, including the bond's maturity date. In
general, bonds with longer maturities are more sensitive to interest
rates than bonds with shorter maturities.
The Funds are also subject to income risk, which is the potential for a
decline in the respective Fund's income due to falling market interest
rates. In addition to interest rate and income risks, each Fund is
subject to credit risk as defined above. The credit risk of a Fund
depends on the quality of its investments. Reflecting their higher
risks, lower-quality bonds generally offer higher yields (all other
factors being equal).
Risk Factors Applicable to Small Capitalization Securities.
Investments in common stocks in general are subject to market, economic
and business risks that will cause their price to fluctuate over time.
Investment in such smaller company may securities involve greater price
volatility than securities of larger, more established companies
Therefore, an investment in the Buffalo Small Cap Fund may be more
suitable for long-term investors who can bear the risk of these
fluctuations.
Risk Factors Applicable to ADRs. Up to 25% of Buffalo Equity Funds'
and Buffalo Small Cap Funds' total assets may be invested in ADRs.
Most ADRs are traded on a U.S. stock exchange and can be sponsored or
unsponsored. Issuers of unsponsored ADRs are not contractually
obligated to disclose material information in the U.S. and, therefore,
there may not be a correlation between such information and the market
value of the unsponsored ADR.
ADRs do not involve the same direct currency and liquidity risks as
securities denominated in foreign currency. However, their value will
generally be affected by currency fluctuations that alter the value of
the security underlying the ADRs with respect to the U.S. dollar.
Risk Factors Applicable to Covered Call Options. Each of the Buffalo
Funds may engage in covered call option transactions as described
herein. Up to 25% of a Fund's total assets may be subject to covered
call options. By writing covered call options, the Fund gives up the
opportunity, while the option is in effect, to profit from any price
increase in the underlying security above the option exercise price.
In addition, a Fund's ability to sell the underlying security will be
limited while the option is in effect unless the Fund effects a closing
purchase transaction. A closing purchase transaction cancels out a
Fund's position as the writer of an option by means of an offsetting
purchase of an identical option prior to the expiration of the option
it has written. Upon the termination of a Fund's obligation under a
covered call option other than through exercise of the option, the Fund
will realize a short-term capital gain or loss. Any gain realized by a
Fund from the exercise of an option will be short- or long-term
depending on the period for which the stock was held. The writing of
covered call options creates a straddle that is potentially subject to
the straddle rules, which may override some of the foregoing rules and
result in a deferral of some losses for tax purposes.
Risk Factors Applicable to Repurchase Agreements. The Funds may enter
into repurchase agreements. The use of repurchase agreements involves
certain risks. For example, if the seller of the agreement defaults on
its obligation to repurchase the underlying securities at a time when
the value of these securities has declined, a Fund may incur a loss
when the securities are sold. If the seller of the agreement becomes
insolvent and subject to liquidation or reorganization under the
Bankruptcy Code or other laws, disposition of the underlying securities
may be delayed pending court proceedings. Finally, it is possible that
a Fund may not be able to perfect its interest in the underlying
securities. While the Fund management acknowledges these risks, it is
expected that they can be controlled through stringent security
selection criteria and careful monitoring procedures.
Fundamental Investment Policies and Restrictions. The following
policies have been adopted by the Funds, except Buffalo Small Cap Fund,
and are fundamental. (Fundamental policies for buffalo Small Cap Fund
follow). These policies cannot be changed without the approval of a
"majority of the outstanding voting securities" of the respective
Fund. Under the 1940 Act, a "majority of the outstanding voting
securities" of a Fund means the vote of: (i) more than 50% of the
outstanding voting securities of the Fund; or (ii) 67% or more of the
voting securities of the Fund present at a meeting, if the holders of
more than 50% of the outstanding voting securities are present or
represented by proxy, whichever is less. In cases where the current
legal or regulatory limitations are explained, such explanations are
not part of the fundamental restriction and may be modified without
shareholder approval to reflect changes in the legal and regulatory
requirements.
Buffalo Balanced Fund, Buffalo Equity Fund, Buffalo High Yield Fund and
Buffalo USA Global Growth Fund will not:
(1) purchase the securities of any one issuer, except the United States
government, if immediately after and as a result of such purchase
(a) the value of the holding of the Fund in the securities of such
issuer exceeds 5% of the value of the Funds' total assets, or (b)
the Fund owns more than 10% of the outstanding voting securities, or
any other class of securities, of such issuer;
(2) engage in the purchase or sale of real estate (unless acquired as a
result of ownership of securities or other instruments and provided
that this restriction does not prevent the Fund from investing in
issuers which invest, deal or otherwise engage in transactions in
real estate or interests therein, or investing in securities that
are secured by real estate or interests therein), commodities
(unless acquired as a result of ownership of securities or other
instruments and provided that this restriction does not prevent the
Fund from engaging in transactions in securities secured by physical
commodities) or futures contracts;
(3) underwrite the securities of other issuers (except that the Fund may
engage in transactions involving the acquisition, disposition or
resale of its portfolio securities, under circumstances where it may
be considered to be an underwriter under the Securities Act of 1933);
(4) make loans to any of its officers, directors or employees, or to its
manager, general distributor or officers or directors thereof;
(5) make any loan (the purchase of a security subject tot a repurchase
agreement or the purchase of a portion of and issue of publicly
distributed debt securities is not considered the making of a loan);
(6) invest in companies for the purpose of exercising control of
management;
(7) purchase securities on margin, or sell securities short,, except
that the Fund may write covered call options;
(8) purchase shares of other investment companies except in the open
market at ordinary broker's commission or pursuant to a plan of
merger or consolidation;
(9) invest in the aggregate more than 5% of the value of its gross
assets in the securities of issuers (other than federal, state,
territorial, or local governments, or corporations, or authorities
established thereby), which, including predecessors have not had at
least three years' continuous operations;
(10) except for transactions in its shares or other securities through
brokerage practices which are considered normal and generally
accepted under circumstances existing at the time, enter into
dealings with its officers or directors, its manager or underwriter,
or their officers or directors, or any organization in which such
persons have a financial interest;
(11) borrow or pledge its credit under normal circumstances, except up
to 10% of its total assets (computed at the lower of fair market
value or cost) temporarily for emergency or extraordinary purposes,
and not for the purpose of leveraging its investments, and provided
further that any borrowing in excess of the 5% of the total assets
of the Fund shall have asset coverage of at least 3 to 1;
(12) make itself or its assets liable for the indebtedness of others;
(13) invest in securities which are assessable or involve unlimited liability;
(14) purchase any securities which would cause 25% or more of the
assets of the Fund at the time of purchase to be invested in any one
industry. In applying this restriction, it is a matter of non-
fundamental policy that investment in certain categories of
companies will not be considered to be investments in a particular
industry. For example: (i) financial service companies will be
classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance
will each be considered a separate industry; (ii) technology
companies will be divided according to their products and services,
for example, hardware, software, information services and
outsourcing, or telecommunications will each be a separate industry;
(iii) asset-backed securities will be classified according to the
underlying assets securing such securities; and (iv) utility
companies will be divided according to their services, for example,
gas, gas transmission, electric and telephone will each be
considered a separate industry; or
(15) purchase or retain securities of any company in which any Fund
officers or directors, or Fund manager, its partner, officer, or
director beneficially owns more than 1/2 of 1% of such company's
securities, if all such persons owning more than 1/2 of 1% of such
company's securities, own in the aggregate more than 5% of the
outstanding securities of such company.
Buffalo Small Cap Fund Fundamental Policies. The following policies
have been adopted by the Buffalo Small Cap Fund, and are fundamental.
These policies cannot be changed without the approval of a "majority
of the outstanding voting securities" of the respective Fund. Under
the 1940 Act, a "majority of the outstanding voting securities" of a
Fund means the vote of: (i) more than 50% of the outstanding voting
securities of the Fund; or (ii) 67% or more of the voting securities of
the Fund present at a meeting, if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy,
whichever is less. In cases where the current legal or regulatory
limitations are explained, such explanations are not part of the
fundamental restriction and may be modified without shareholder
approval to reflect changes in the legal and regulatory requirements.
Buffalo Small Cap will not:
(1) as to 75% of its total assets, purchase the securities of any one
issuer, except the United States government, if immediately after
and as a result of such purchase (a) the value of the holding of the
Fund in the securities of such issuer exceeds 5% of the value of the
Funds' total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities, of
such issuer;
(2) engage in the purchase or sale of real estate (unless acquired as a
result of ownership of securities or other instruments and provided
that this restriction does not prevent the Fund from investing in
issuers which invest, deal or otherwise engage in transactions in
real estate or interests therein, or investing in securities that
are secured by real estate or interests therein), commodities
(unless acquired as a result of ownership of securities or other
instruments and provided that this restriction does not prevent the
Fund from engaging in transactions in securities secured by physical
commodities) or futures contracts;
(3) underwrite the securities of other issuers (except that the Fund may
engage in transactions involving the acquisition, disposition or
resale of its portfolio securities, under circumstances where it may
be considered to be an underwriter under the Securities Act of
1933);
(4) make loans to other persons, except by the purchase of debt
obligations which are permitted under its policy (the purchase of a
security subject to a repurchase agreement or the purchase of a
portion of an issue of publicly distributed debt securities is not
considered the making of a loan);
(5) purchase securities on margin, or sell securities short,, except
that the Fund may write covered call options;
(6) borrow or pledge its credit under normal circumstances, except up to
10% of its total assets (computed at the lower of fair market value
or cost) temporarily for emergency or extraordinary purposes, and
not for the purpose of leveraging its investments, and provided
further that any borrowing in excess of the 5% of the total assets
of the Fund shall have asset coverage of at least 3 to 1;
(5) purchase any securities which would cause 25% or more of the assets
of the Fund at the time of purchase to be invested in any one
industry. In applying this restriction, it is a matter of non-
fundamental policy that investment in certain categories of
companies will not be considered to be investments in a particular
industry. For example: (i) financial service companies will be
classified according to the end users of their services, for
example, automobile finance, bank finance and diversified finance
will each be considered a separate industry; (ii) technology
companies will be divided according to their products and services,
for example, hardware, software, information services and
outsourcing, or telecommunications will each be a separate industry;
(iii) asset-backed securities will be classified according to the
underlying assets securing such securities; and (iv) utility
companies will be divided according to their services, for example,
gas, gas transmission,
electric and telephone will each be considered a separate industry.
Non-Fundamental Investment Policies and Restrictions. In addition to
the fundamental policies and investment restrictions described above,
and the various general investment policies described in the
Prospectus, the Funds (except Buffalo Small Cap) will be subject to the
following investment restrictions, which are considered non-fundamental
and may be changed by the Board of Directors without shareholder
approval. (Buffalo Small Cap non-fundamental policies follow.)
Diversification. The Funds are classified as a diversified investment
company. Therefore, the Funds may not, with respect to 75% of its
total assets, invest more than 5% of its total assets in securities of
any one issuer (except obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities), or purchase more than
10% of the voting securities of any one issuer. The Fund may not
change its classification from diversified to non-diversified without
shareholder approval.
Other Investment Companies. The Fund is permitted to invest in other
investment companies on the open market, including open-end, closed-end
or unregistered investment companies, either within the percentage
limits set forth in the 1940 Act, any rule or order thereunder, or SEC
staff interpretation thereof, or without regard to percentage limits in
connection with a merger, reorganization, consolidation or other
similar transaction. However, the Fund may not operate as a fund of
funds which invests primarily in the shares of other investment
companies as permitted by Section 12(d)(1)(F) or (G) of the 1940 Act,
if its own shares are utilized as investments by such a fund of funds.
Under current legal and regulatory requirements, the Fund may invest up
to 5% of its total assets in the securities of any one investment
company, but may not own more than 3% of any investment company or
invest more than 10% of its total assets in the securities of other
investment companies.
Buffalo Small Cap Fund Non-fundamental Policies. In addition to the
fundamental policies and investment restrictions described above, and
the various general investment policies described in the Prospectus,
Buffalo Small Cap Fund will be subject to the following investment
restrictions, which are considered non-fundamental and may be changed
by the Board of Directors without shareholder approval. Buffalo Small
Cap Fund will not:
(1) invest in companies for the purpose of exercising control of management;
(2) purchase shares of other investment companies except in the open
market at ordinary broker's commission or pursuant to a plan of
merger or consolidation;
(3) invest in the aggregate more than 5% of the value of its gross
assets in the securities of issuers (other than federal, state,
territorial, or local governments, or corporations, or authorities
established thereby), which, including predecessors have not had at
least three years' continuous operations; or
(4) except for transactions in its shares or other securities through
brokerage practices which are considered normal and generally
accepted under circumstances existing at the time, enter into
dealings with its officers or directors, its manager or underwriter,
or their officers or directors, or any organization in which such
persons have a financial interest.
Fund Transactions. Decisions to buy and sell securities for the Funds
are made by Jones & Babson, Inc. pursuant to recommendations by
Kornitzer Capital Management, Inc. Officers of the Funds and Jones &
Babson, Inc. are generally responsible for implementing and supervising
these decisions, including allocation of portfolio brokerage and
principal business and the negotiation of commissions and/or price of
the securities. In instances where securities are purchased on a
commission basis, the Funds will seek competitive and reasonable
commission rates based on circumstances of the trade involved and to
the extent that they do not detract from the quality of the execution.
Following is information on the amount of brokerage commissions paid by
the Funds' during the periods indicated:
Fiscal Year Ended Fiscal Year Ended
Name of Fund March 31, 1998 March 31, 1999
Buffalo Balanced Fund $37,424 $42,771
Buffalo Equity Fund $56,215 $52,763
Buffalo High Yield Fund $4,997 $3,904
Buffalo Small Cap Fund N/A $35,033
Buffalo USA Global Fund $51,897 $25,317
The Funds, in purchasing and selling portfolio securities, will seek
the best available combination of execution and overall price (which
shall include the cost of the transaction) consistent with the
circumstances which exist at the time. The Funds do not intend to
solicit competitive bids on each transaction. Portfolio turnover
ratios for the Funds are as follows:
Fiscal Year Ended Fiscal Year Ended
Name of Fund March 31, 1998 March 31, 1999
Buffalo Balanced Fund 61% 57%
Buffalo Equity Fund 93% 83%
Buffalo High Yield Fund 24% 30%
Buffalo Small Cap Fund N/A 34%
Buffalo USA Global Fund 64% 42%
The Funds believe it is in their best interest to have a stable and
continuous relationship with a diverse group of financially strong and
technically qualified broker-dealers who will provide quality
executions at competitive rates. Broker-dealers meeting these
qualifications also will be selected for their demonstrated loyalty to
the respective Fund, when acting on its behalf, as well as for any
research or other services provided to the respective Fund. The Funds
may execute a substantial portion of the portfolio transactions through
brokerage firms which are members of the New York Stock Exchange or
through other major securities exchanges. When buying securities in
the over-the-counter market, the Funds will select a broker who
maintains a primary market for the security unless it appears that a
better combination of price and execution may be obtained elsewhere.
The Funds will not normally pay a higher commission rate to broker-
dealers providing benefits or services to it than it would pay to
broker-dealers who did not provide such benefits or services. However,
the Funds reserve the right to do so within the principles set out in
Section 28(e) of the Securities Exchange Act of 1934 when it appears
that this would be in the best interests of the shareholders.
No commitment is made to any broker or dealer with regard to placing of
orders for the purchase or sale of Fund portfolio securities, and no
specific formula is used in placing such business. Allocation is
reviewed regularly by both the Boards of Directors of the Funds and
Jones & Babson, Inc.
Since the Funds do not market their shares through intermediary brokers
and dealers, it is not the Funds' practice to allocate brokerage or
principle business on the basis of sales of their shares which may be
made through such firms. However, they may place portfolio orders with
qualified broker-dealers who recommend the Funds to their clients, or
who act as agent in the purchase of the Funds' shares for their
clients.
Research services furnished by broker-dealers may be useful to the
Funds' manager and its investment counsel in serving other clients, as
well as the respective Funds. Conversely, the Funds may benefit from
research services obtained by the manager or its investment counsel
from the placement of portfolio brokerage of other clients.
When it appears to be in the best interest of the shareholders, the
Funds may join with other clients of the manager and its investment
counsel in acquiring or disposing of a portfolio holding. Securities
acquired or proceeds obtained will be equitably distributed among the
Funds and other clients participating in the transaction. In some
instances, this investment procedure may affect the price paid or
received by a Fund or the size of the position obtained by a Fund.
PERFORMANCE MEASURES
The Funds may advertise "average annual total return" over various
periods of time. Such total return figures show the average percentage
change in value of an investment in the Fund from the beginning date of
the measuring period to the end of the measuring period. These figures
reflect changes in the price of each Fund's shares and assume that any
income dividends and/or capital gains distributions made by the Funds
during the period were reinvested in shares of the Funds. Figures will
be given for recent one-, five- and ten-year periods (if applicable),
and may be given for other periods as well (such as from commencement
of the Fund's operations, or on a year-by-year basis). When considering
"average" total return figures for periods longer than one year, it is
important to note that a Fund's annual total return for any one year in
the period might have been greater or less than the average for the
entire period.
Total Return. The Funds' "average annual total return" figures
described and shown below are computed according to a formula
prescribed by the Securities and Exchange Commission. The formula can
be expressed as follows:
P(1+T)n = ERV
Where: P = a hypothetical initial payment
of $1000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a hypothetical $1000
payment made at the beginning of the 1, 5 or 10 year
(or other) periods at the end of the 1, 5 or 10 year
(or other) periods (or fractional portions thereof).
From time to time, Buffalo Balanced Fund and Buffalo High Yield Fund
may quote its yield in advertisements, shareholder reports or other
communications to shareholders. Yield is calculated according to the
following standardized SEC formula.
Current yield reflects the income per share earned by the Fund's
investments.
Current yield is determined by dividing the net investment income per
share earned during a 30-day base period by the maximum offering price
per share on the last day of the period and annualizing the result.
Expenses accrued for the period include any fees charged to all
shareholders during the base period.
The SEC standardized yield formula is as follows:
Yield = 2[(a-b+1) - 1]
cd
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
that were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.
Performance Comparisons. In advertisements or in reports to
shareholders, a Fund may compare its performance to that of other
mutual funds with similar investment objectives and to stock or other
relevant indices. For example, it may compare its performance to
rankings prepared by Lipper Analytical Services, Inc. (Lipper), a
widely recognized independent service which monitors the performance of
mutual funds. The Fund may compare its performance to the Standard &
Poor's 500 Stock Index (S&P 500), an index of unmanaged groups of
common stocks, the Dow Jones Industrial Average, a recognized unmanaged
index of common stocks of 30 industrial companies listed on the NYSE,
the Russell 2000 Index, a small company stock index, or the Consumer
Price Index.
Performance rankings, recommendations, published editorial comments
and listings reported in Money, Barron's, Kiplinger's Personal Finance
Magazine, Financial World, Forbes, U.S. News & World Report, Business
Week, The Wall Street Journal, Investors Business Daily, USA Today,
Fortune and Stanger's may also be cited (if the Fund is listed in any
such publication) or used for comparison, as well as performance
listings and rankings from Morningstar Mutual Funds, Personal Finance,
Income and Safety, The Mutual Fund Letter, No-Load Fund Investor,
United Mutual Fund Selector, No-Load Fund Analyst, No-Load Fund X,
Louis Rukeyser's Wall Street newsletter, Donoghue's Money Letter, CDA
Investment Technologies, Inc., Wiesenberger Investment Companies
Service and Donoghue's Mutual Fund Almanac.
The table below shows the average total return for each of the Funds
for the specified periods.
BALANCED EQUITY HIGH USA SMALL CAP
FUND FUND YIELD GLOBAL FUND
FUND FUND
For the year
4/1/98 - 3/31/99 -10.49% 2.73% -9.92% 2.52% N/A
From beginning
of operations to 9.66% 22.64% 9.52% 18.90% -4.69
3/31/99*
* Buffalo Balanced Fund began operation on August 12, 1994; Buffalo
Equity Fund, Buffalo High Yield Fund, and Buffalo USA Global Fund
each began operation on May 19, 1995. Buffalo Small Cap Fund
began operation on April 14, 1998
PURCHASING AND SELLING SHARES
Purchases. We will not be responsible for the consequences of delays,
including delays in the banking or Federal Reserve wire systems. We
cannot process transaction requests that are not complete and in good
order as described in the prospectus. If you use the services of any
other broker to purchase or redeem shares of the Fund, that broker may
charge you a fee. Each order accepted will be fully invested in whole
and fractional shares, unless the purchase of a certain number of whole
shares is specified, at the net asset value per share next effective
after the order is accepted by the Fund.
Each investment is confirmed by a year-to-date statement which provides
the details of the immediate transaction, plus all prior transactions
in your account during the current year. This includes the dollar
amount invested, the number of shares purchased or redeemed, the price
per share, and the aggregate shares owned. A transcript of all
activity in your account during the previous year will be furnished
each January.
By retaining each annual summary and the last year-to-date statement,
you have a complete detailed history of your account which provides
necessary tax information. A duplicate copy of a past annual statement
is available from Jones & Babson, Inc. at its cost, subject to a
minimum charge of $5 per account, per year requested.
Normally, the shares which you purchase are held by the Fund in open
account, thereby relieving you of the responsibility of providing for
the safekeeping of a negotiable share certificate. Should you have a
special need for a certificate, one will be issued on request for all
or a portion of the whole shares in your account. There is no charge
for the first certificate issued. A charge of $3.50 will be made for
any replacement certificates issued. In order to protect the interests
of the other shareholders, share certificates will be sent to those
shareholders who request them only after the Fund has determined that
unconditional payment for the shares represented by the certificate has
been received by its custodian, UMB Bank, n.a.
If an order to purchase shares must be canceled due to non-payment, the
purchaser will be responsible for any loss incurred by the Funds
arising out of such cancellation. To recover any such loss, the Funds
reserve the right to redeem shares owned by any purchaser whose order
is canceled, and such purchaser may be prohibited or restricted in the
manner of placing further orders.
The Funds reserve the right in their sole discretion to withdraw all or
any part of the offering made by the prospectus or to reject purchase
orders when, in the judgment of management, such withdrawal or
rejection is in the best interest of the Funds and their shareholders.
The Funds reserve the right to refuse to accept orders for Fund shares
unless accompanied by payment, except when a responsible person has
indemnified the Funds against losses resulting from the failure of
investors to make payment. If an order to purchase shares must be
canceled due to non-payment, the purchaser will be responsible for any
loss incurred by the Fund arising out of such cancellation. To recover
any such loss, the Funds reserve the right to redeem shares by any
purchaser whose order is canceled, and such purchaser may be prohibited
or restricted in the manner of placing further orders.
Sales (Redemptions). We will not be responsible for the consequences
of delays, including delays in the banking or Federal Reserve wire
systems. We cannot process transaction requests that are not complete
and in good order. We must receive an endorsed share certificate with
a signature guarantee, where a certificate has been issued.
The right of redemption may be suspended, or the date of payment
postponed beyond the normal three-day period by the Board of Directors
under the following conditions authorized by the Investment Company Act
of 1940: (1) for any period (a) during which the New York Stock
Exchange is closed, other than customary weekend and holiday closing,
or (b) during which trading on the New York Stock Exchange is
restricted; (2) for any period during which an emergency exists as a
result of which (a) disposal by the Funds of securities owned by it is
not reasonably practical, or (b) it is not reasonably practical for the
Funds to determine the fair value of its net assets; or (3) for such
other periods as the Securities and Exchange Commission may by order
permit for the protection of the Funds' shareholders.
The Funds have elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940 pursuant to which the Funds are
obligated to redeem shares solely in cash up to the lesser of $250,000
or 1% of the Fund's net asset value during any 90-day period for any
one shareholder. Should redemptions by any shareholder exceed such
limitation, a Fund may redeem the excess in kind. If shares are
redeemed in kind, the redeeming shareholder may incur brokerage costs
in converting the assets to cash.
Signature Guarantees. Signature guarantees normally reduce the
possibility of forgery and are required in connection with each
redemption method to protect shareholders from loss. Signature
guarantees are required in connection with all redemptions of $10,000
or more by mail or changes in share registration, except as provided in
the Prospectus. Signature guarantees must appear together with the
signature(s) of the registered owner(s) on:
(1) a written request for redemption in excess of $10,000;
(2) a separate instrument of assignment, which should specify the
total number of shares to be redeemed (this "stock power" may be
obtained from the Funds or from most banks or stock brokers); or
(3) all stock certificates tendered for redemption.
(4) requests for redemptions checks to be sent to a different payee,
bank or address then we have on file.
How Share Price is Determined. The net asset value per share is
computed once daily, Monday through Friday, at 4:00 p.m. (Eastern Time)
except: days when the Funds are not open for business; days on which
changes in the value of portfolio securities will not materially affect
the net asset value; days during which no purchase or redemption order
is received by the Funds; and customary holidays.
The Funds do not compute their net asset value on the following
customary holidays:
New Year's Day January 1
Martin Luther King Jr. Day Third Monday in January
Presidents' Holiday Third Monday in February
Good Friday Friday before Easter
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday in September
Thanksgiving Day Fourth Thursday in November
Christmas Day December 25
Additional Purchase and Redemption Policies. We reserve the right to:
Waive or increase the minimum investment requirements with respect to
any person or class of persons, which include shareholders of the
Funds' special investment programs.
Cancel or change the telephone investment service, the
telephone/telegraph exchange service and the automatic monthly
investment plan without prior notice to you where in the best interest
of the Funds and its investors.
Begin charging a fee for the telephone investment service or the
automatic monthly investment plan and to cancel or change these
services upon 15 days written notice to you.
Begin charging a fee for the telephone/telegraph service and to
cancel or change the service upon 60 days written notice to you.
Begin charging a fee for the systematic redemption plan upon 30 days
written notice to you.
Waive signature guarantee requirements in certain instances where it
appears reasonable to do so and will not unduly affect the interests of
other shareholders. We may waive the signature guarantee requirement
if you authorize the telephone/telegraph redemption method at the same
time you submit the initial application to purchase shares.
Require signature guarantees if there appears to be a pattern of
redemptions designed to avoid the signature guarantee requirement, or
if we have other reason to believe that this requirement would be in
the best interests of the Funds and their shareholders.
MANAGEMENT OF THE COMPANY AND FUNDS
Directors and Officers . The officers of the Funds manage their day-to-
day operations. The Funds' manager and its officers are subject to the
supervision and control of the Board of Directors.
The following table lists the officers and directors of the Fund and
their ages. Unless noted otherwise, the address of each officer and
director is BMA Tower, 700 Karnes Blvd., Kansas City, Missouri 64108-3306.
Except as indicated, each has been an employee of Jones & Babson, Inc. for
more than five years.
*Larry D. Armel (57), President and Director. President and Director,
Jones & Babson, Inc. and of each of the Babson Funds, UMB Scout Funds,
Buffalo Funds and the Investors Mark Series Fund, Inc.; President and
Trustee, D.L. Babson Bond Trust; Director, AFBA Five Star Fund, Inc.
*Kent W. Gasaway (39), Director. Senior Vice President, Kornitzer Capital
management, Inc., KCM Building, Shawnee Mission, Kansas 66202. Director,
of each of the five investment companies within the Buffalo Group of
Mutual Funds; formerly Assistant Vice President, Waddell & Reed, Inc.
*Stephen S. Soden (54), Director. President BMA Financial Services.
Chairman and Director, Jones & Babson, Inc.; Director, of each of the five
investment companies within the Buffalo Group of Mutual Funds.
* Directors who are interested persons as that term is defined in the
Investment Company Act of 1940, as amended.
Thomas C. Case (58), Director. Retired, 3485 Paydirt Dr., Placerville, CA
95667. Director, of each of the five investment companies within the
Buffalo Group of Mutual Funds; formerly President and Chief Executive
Officer, the Frankona American Companies.
Francis C. Rood (65), Director. Retired, 73-395 Agave Lane, Palm Desert,
California 92260-6653. Formerly Vice President of Finance, Hallmark
Cards, Inc.; Director of each of the Babson Funds, Buffalo Funds and the
Investors Mark Series Fund, Inc.; Trustee, D.L. Babson Bond Trust.
William H. Russell (76), Director. Financial Consultant, 645 West 67th
Street, Kansas City, Missouri 64113; previously Vice President, Sprint;
Director of each of the Babson Funds, Buffalo Funds and the Investors Mark
Series Fund, Inc.; Trustee, D.L. Babson Bond Trust.
H. David Rybolt (57), Director. Consultant, HDR Associates, P.O. Box
2468, Shawnee Mission, Kansas 66201; Director of each of the Babson Funds,
(except the Babson-Stewart Ivory International Fund, Inc.) Buffalo Funds
and the Investors Mark Series Fund, Inc.; Trustee, D.L. Babson Bond Trust.
P. Bradley Adams (39), Vice President and Treasurer. Vice President and
Treasurer, Jones & Babson, Inc., and of each of the Babson Funds, UMB
Scout Funds and Buffalo Funds; Vice President and Chief Financial Officer,
AFBA Five Star Fund, Inc.; Principal Financial Officer, Investors Mark
Series Fund, Inc.
W. Guy Cooke (38), Vice President and Chief Compliance Officer. Chief
Compliance Officer, Jones & Babson, Inc.; Vice President and Chief
Compliance Officer of the nine investment companies within the Babson
Mutual Fund Group; Vice President and Chief Compliance Officer of the nine
investment companies within the UMB Scout Funds group; Vice President and
Chief Compliance Officer of the five investment companies within the
Buffalo Group of Mutual Funds; Vice President and Chief Compliance
Officer, AFBA Five Star Fund, Inc. Mr. Cooke joined Jones & Babson in
March 1998 and previously was Director of Compliance at American Century
Companies.
Martin A. Cramer (49), Vice President and Secretary. Vice President and
Secretary, Jones & Babson, Inc., and of each of the Babson Funds, UMB
Scout Funds and Buffalo Funds; Secretary and Assistant Vice President,
AFBA Five Star Fund, Inc.; Secretary, Investors Mark Series Fund, Inc.
Rhonda L. Grimes (39), Vice President. Control and Technology
Integration, Vice President and Director, Jones & Babson, Inc.; Vice
President of the nine investment companies within the Babson Mutual Fund
Group; Vice President of the nine investment companies within the UMB
Scout Funds group; Vice President of the five investment companies within
the Buffalo Group of Mutual Funds; Vice President, AFBA Five Star Fund,
Inc. Ms. Grimes joined Jones and Babson in December 1998 and previously
was Client Services Manager at DST Systems.
Constance E. Martin (37), Vice President. Assistant Vice President, Jones
& Babson, Inc.; Vice President of each of the Babson Funds, UMB Scout
Funds and Buffalo Funds.
Compensation
None of the officers or directors will be remunerated by the Funds for
their normal duties and services. Their compensation and expenses arising
out of normal operations will be paid by Jones & Babson, Inc. under the
provisions of the Management Agreement
Messrs. Case, Rood, Russell & Rybolt have no financial interest in, nor
are they affiliated with either Jones & Babson, Inc. or Kornitzer Capital
Management, Inc.
The officers and directors of each of the Funds as a group own less than
1% of the Funds.
Compensation Table
Pension or Total
Retirement Compensation
Aggregate Benefits Estimated From
Compensation Accrued as Annual Benefits All Buffalo
From Each Part of Fund Upon Funds Paid to
Fund Expenses Retirement Directors**
Name of Director
Larry D. Armel* -- -- -- --
Kent W. Gasaway* -- -- -- --
Thomas S. Case $5,500 -- -- $5,500
Stephen S. Soden* -- -- -- --
Francis C. Rood $5,500 -- -- $5,500
William H. Russell $5,500 -- -- $5,500
H. David Rybolt $5,500 -- -- $5,500
* As "interested directors," Messrs. Armel, Gasaway and Soden receive no
compensation for their services as directors.
**The amounts reported in this column reflect the total compensation paid
to each director for his services as a director of five Buffalo Funds
during the fiscal year ended March 31, 1999. Directors' fees are paid by
the Funds' manager and not by the Funds themselves.
Manager and Investment Adviser. Jones & Babson, Inc. serves as Manager,
Underwriter, Transfer Agent, Fund Accounting Agent and Distributor for the
five funds in the Buffalo Group of Mutual Funds. As part of the
Management Agreements between Jones & Babson, Inc., and Buffalo Balanced
Fund, Inc, Buffalo Equity Fund, Inc., Buffalo High Yield Fund, Inc.,
Buffalo Small Cap Fund, Inc. and Buffalo USA Global Fund, Inc., Jones &
Babson, Inc. employs at its own expense Kornitzer Capital Management, Inc.
as its investment adviser.
As compensation for all the foregoing services, the Funds pay Jones &
Babson, Inc. a fee at the annual rate of one percent (1%) of average daily
net assets from which Jones & Babson, Inc. pays Kornitzer Capital
Management, Inc. a fee of 50/100 of 1% (.50%) of average daily net assets.
Both fees are computed daily; the fee to Jones & Babson, Inc. is paid
semimonthly, and the fee to Kornitzer Capital Management, Inc. is paid
monthly.
According to the Management Agreement, Jones & Babson received the
following investment advisory fees:
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
Name of Fund March 31, 1997 March 31, 1998 March 31, 1999
Buffalo Balanced Fund $444,591 $489,966 $479,600
Buffalo Equity Fund $135,178 $293,680 $327,820
Buffalo High Yield Fund $129,964 $329,029 $643,592
Buffalo Small Cap Fund N/A N/A $67,847
Buffalo USA Global Fund $146,590 $436,378 $396,233
From these management fees, Jones & Babson, Inc. paid all the Fund's
expenses except those payable directly by the Fund. The 1% annual fee
charged by Jones & Babson, Inc. covers all normal operating costs of the
Fund including investment advisory fees paid to Kornitzer Capital
Management, Inc.
Kornitzer Capital Management, Inc. was founded in 1989. It is a private
investment research and advisory organization serving individual,
corporate and other institutional clients. The following amounts were
paid to Kornitzer Capital Management, Inc. for its investment advisory
services and are included in the amounts received by Jones & Babson, Inc.:
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
Name of Fund March 31, 1997 March 31, 1998 March 31, 1999
Buffalo Balanced Fund $222,268 $244,983 $188,206
Buffalo Equity Fund $67,822 $146,840 $120,425
Buffalo High Yield Fund $65,974 $164,514 $250,106
Buffalo Small Cap Fund N/A N/A $17,407
Buffalo USA Global Fund $73,332 $218,189 $152,185
Jones and Babson, Inc. also sponsors and manages, in association with its
investment counsel, David L. Babson & Co. Inc., nine no-load funds
comprising the Babson Mutual Fund Group. They are: David L. Babson Growth
Fund, Inc., Babson Enterprise Fund, Inc., Babson Enterprise Fund II, Inc.,
Babson Value Fund, Inc. Shadow Stock Fund, Inc., Babson-Stewart Ivory
International Fund, Inc., D.L. Babson Bond Trust, D.L. Babson Money Market
Fund, Inc. and D.L. Babson Tax-Free Income Fund, Inc.
Jones & Babson, Inc. also sponsors eleven mutual funds which especially
seek to provide services to customers of affiliate banks of UMB Financial
Corporation. They are: UMB Scout Stock Fund, Inc., UMB Scout Bond Fund,
Inc., UMB Scout Money Market Fund, Inc., UMB Scout Tax-Free Money Market
Fund, Inc., UMB Scout Regional Fund, Inc., UMB Scout WorldWide Fund, Inc.,
UMB Scout Balanced Fund, Inc., UMB Scout Kansas Tax-Exempt Bond Fund,
Inc., UMB Scout Capital Preservation Fund, Inc., UMB Scout Stock Select
Fund, Inc. and UMB Scout WorldWide Select Fund, Inc.
Jones & Babson, Inc. also sponsors the AFBA Five Star Fund, Inc.
Certain officers and directors of the Fund are also officers or directors
or both of other Buffalo Funds, Jones & Babson, Inc. or Kornitzer Capital
Management, Inc. Jones & Babson, Inc. is a wholly-owned subsidiary of
Business Men's Assurance Company of America, which is considered to be a
controlling person under the Investment Company Act of 1940.
Assicurazioni Generali S.P.A., an insurance organization founded in 1831
based in Trieste, Italy, is considered to be a controlling person and is
the ultimate parent of Business Men's Assurance Company of America.
Mediobanca is a 5% owner of Generali. Kornitzer Capital Management, Inc.
is a closely held corporation and has limitations in the ownership of its
stock designed to maintain control in those who are active in management.
Owners of 5% or more of Kornitzer Capital Management, Inc. are John C.
Kornitzer, Kent W. Gasaway, Willard R. Lynch, Thomas W. Laming and Susan
Stack.
Custodian. The Funds' assets are held for safe-keeping by an independent
custodian, UMB Bank, n.a. This means UMB Bank, n.a., rather than Funds,
has possession of the Funds' cash and securities. UMB Bank, n.a. is not
responsible for the Funds' investment management or administration. But,
as directed by the Funds' officers, it delivers cash to those who have
securities to a Fund in return for such securities, and to those who have
purchased securities from a Fund, it delivers such securities in return
for their cash purchase price. It also collects income directly from
issuers of securities owned by a Fund and holds this for payment to
shareholders after deduction of a Fund's expenses. The custodian is
compensated by the manager. There is no charge to the Funds.
Independent Auditors. The Funds' financial statements are audited by
independent auditors approved by the directors each year, and in years in
which an annual meeting is held the directors may submit their selection
of independent auditors to the shareholders for ratification. Ernst &
Young LLP, One Kansas City Place, 1200 Main Street, Suite 2000, Kansas
City, Missouri 64105, is the present auditor for the Funds.
DISTRIBUTIONS AND TAXES
Distributions of net investment income - A Fund receives income generally
in the form of dividends and interest on its investments. This income,
less expenses incurred in the operation of a Fund, constitutes a Fund's
net investment income from which dividends may be paid to you. Any
distributions by a Fund from such income will be taxable to you as
ordinary income, whether you take them in cash or in additional shares.
Distributions of capital gains - A Fund may derive capital gains and
losses in connection with sales or other dispositions of its portfolio
securities. Distributions from net short-term capital gains will be
taxable to you as ordinary income. Distributions from net long-term
capital gains will be taxable to you as long-term gain, regardless of how
long you have held your shares in a Fund. Any net capital gains realized
by a Fund generally will be distributed once each year, and may be
distributed more frequently, if necessary, in order to reduce or eliminate
excise or income taxes on a Fund.
Information on the tax character of distributions - A Fund will inform
you of the amount of your ordinary income dividends and capital gains
distributions at the time they are paid, and will advise you of their tax
status for federal income tax purposes shortly after the close of each
calendar year. If you have not held Fund shares for a full year, a Fund
may designate and distribute to you, as ordinary income or capital gain, a
percentage of income that is not equal to the actual amount of such income
earned during the period of your investment in a Fund.
Election to be taxed as a regulated investment company - Each Fund
intends to elect to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code. As a regulated investment
company, a Fund generally pays no income tax on the income and gains it
distributes to you. The Board reserves the right not to maintain the
qualification of a Fund as a regulated investment company if it determines
such course of action to be beneficial to shareholders. In such case, a
Fund will be subject to federal, and possibly state, corporate taxes on
its taxable income and gains, and distributions to you will be taxed as
ordinary dividend income to the extent of a Fund's earnings and profits.
Excise tax distribution requirements - To avoid federal excise taxes, the
Internal Revenue Code requires a Fund to distribute to you by December 31
of each year, at a minimum, the following amounts: 98% of its taxable
ordinary income earned during the calendar year; 98% of its capital gain
net income earned during the twelve month period ending October 31; and
100% of any undistributed amounts from the prior year. Each Fund intends
to declare and pay these amounts in December (or in January that are
treated by you as received in December) to avoid these excise taxes, but
can give no assurances that its distributions will be sufficient to
eliminate all taxes.
Redemption of Fund shares - Redemptions and exchanges of Fund shares are
taxable transactions for federal and state income tax purposes. If you
redeem your Fund shares, or exchange your Fund shares for shares of a
different Buffalo Fund, the IRS will require that you report a gain or
loss on your redemption or exchange. If you hold your shares as a capital
asset, the gain or loss that you realize will be capital gain or loss and
will be long-term or short-term, generally depending on how long you hold
your shares. Any loss incurred on the redemption or exchange of shares
held for six months or less will be treated as a long-term capital loss to
the extent of any long-term capital gains distributed to you by a Fund on
those shares.
All or a portion of any loss that you realize upon the redemption of your
Fund shares will be disallowed to the extent that you buy other shares in
the Fund (through reinvestment of dividends or otherwise) within 30 days
before or after your share redemption. Any loss disallowed under these
rules will be added to your tax basis in the new shares you buy.
U.S. government obligations - Many states grant tax-free status to
dividends paid to you from interest earned on direct obligations of the
U.S. government, subject in some states to minimum investment requirements
that must be met by the Fund. Investments in Government National Mortgage
Association or Federal National Mortgage Association securities, bankers
acceptances, commercial paper and repurchase agreements collateralized by
U.S. government securities do not generally qualify for tax-free
treatment. The rules on exclusion of this income are different for
corporations.
Dividends-received deduction for corporations - If you are a corporate
shareholder, you should note that the Funds anticipate that some
percentage of the dividends they pay will qualify for the dividends-
received deduction. In some circumstances, you will be allowed to deduct
these qualified dividends, thereby reducing the tax that you would
otherwise be required to pay on these dividends. The dividends-received
deduction will be available only with respect to dividends designated by a
Fund as eligible for such treatment. All dividends (including the
deducted portion) must be included in your alternative minimum taxable
income calculation.
FINANCIAL STATEMENTS
The audited financial statements of the Funds which are contained in the
March 31, 1999, Annual Report to Shareholders are incorporated herein by
reference.
Unaudited reports to shareholders will be published at least semiannually.
GENERAL INFORAMTION AND HISTORY
Each Fund is incorporated in the State of Maryland and registered as an
investment company under the Investment Company Act of 1940. All shares
issued by each Fund are of same class with like rights and privileges as
other shares issued by the same Fund. Each full and fractional share,
issued and outstanding, has (1) equal voting rights with respect to
matters that affect the Funds, and (2) equal dividend, distribution and
redemption rights to the assets of the Fund. Shares when issued are fully
paid and non-assessable. The Funds may create other series of stock but
will not issue senior securities. Shareholders do not have pre-emptive or
conversion rights.
Non-cumulative voting - Shares of the Funds have non-cumulative voting
rights, which means that the holders of 50% of the shares voting for the
election of directors can elect 100% of the directors, if they choose to
do so, and in such event, the holders of the remaining less than 50% of
the shares voting will not be able to elect any directors.
The Funds will not hold annual meetings except as required by the Investment
Company Act of 1940 and other applicable laws. The Funds are Maryland
corporations. Under Maryland law, a special meeting of shareholders of the
Funds must be held if the Funds receive the written request for a meeting
from the shareholders entitled to cast at least 25% of all the votes
entitled to be cast at the meeting.
The Funds have undertaken that their Directors will call a meeting of
shareholders if such a meeting is requested in writing by the holders of not
less than 10% of the outstanding shares of a Fund.
FIXED INCOME SECURITIES
DESCRIBED AND RATINGS
Description of Bond Ratings:
Standard & Poor's Corporation (S&P).
AAA Highest Grade. These securities possess the ultimate degree of
protection as to principal and interest. Marketwise, they move
with interest rates, and hence provide the maximum safety on all
counts.
AA High Grade. Generally, these bonds differ from AAA issues only in
a small degree. Here too, prices move with the long-term money
market.
A Upper-medium Grade. They have considerable investment strength,
but are not entirely free from adverse effects of changes in
economic and trade conditions. Interest and principal are
regarded as safe. They predominately reflect money rates in
their market behavior but, to some extent, also economic
conditions.
BBB Bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to
pay principal and interest for bonds in this category than for
bonds in the A category.
BB, B, CCC, CC Bonds rated BB, B, CCC and CC are regarded, on balance,
as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. BB indicates the lowest degree of speculation and CC the
highest degree of speculation. While such bonds will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
Moody's Investors Service, Inc. (Moody's).
Aaa Best Quality. These securities carry the smallest degree of
investment risk and are generally referred to as "gilt-edge."
Interest payments are protected by a large, or by an
exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally
strong position of such issues.
Aa High Quality by All Standards. They are rated lower than the
best bonds because margins of protection may not be as large as
in Aaa securities, fluctuation of protective elements may be of
greater amplitude, or there may be other elements present which
make the long-term risks appear somewhat greater.
A Upper-medium Grade. Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present, but certain protective elements may be lacking
or may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.
Ba Bonds which are rated Ba are judged to have predominantly
speculative elements; their future cannot be considered as well
assured. Often the protection of interest and principal payments
may be very moderate and thereby not well safeguarded during both
good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal
payments or maintenance of other terms of the contract over any
long period of time may be small.
Caa Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with
respect to principal or interest.
Ca Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default
or have other marked shortcomings.
Description of Commercial Paper Ratings:
Moody's . . . Moody's commercial paper rating is an opinion of the
ability of an issuer to repay punctually promissory obligations not
having an original maturity in excess of nine months. Moody's has one
rating - prime. Every such prime rating means Moody's believes that
the commercial paper note will be redeemed as agreed. Within this
single rating category are the following classifications:
Prime - 1 Highest Quality
Prime - 2 Higher Quality
Prime - 3 High Quality
The criteria used by Moody's for rating a commercial paper issuer
under this graded system include, but are not limited to the following
factors:
(1) evaluation of the management of the issuer;
(2) economic evaluation of the issuer's industry or industries and
an appraisal of speculative type risks which may be inherent in
certain areas;
(3) evaluation of the issuer's products in relation to competition
and customer acceptance;
(4) liquidity;
(5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years;
(7) financial strength of a parent company and relationships which
exist with the issuer; and
(8) recognition by the management of obligations which may be
present or may arise as a result of public interest questions and
preparations to meet such obligations.
S&P . . .Standard & Poor's commercial paper rating is a current
assessment of the likelihood of timely repayment of debt having an
original maturity of no more than 270 days. Ratings are graded into
four categories, ranging from "A" for the highest quality obligations
to "D" for the lowest. The four categories are as follows:
A Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category
are further refined with the designations 1, 2, and 3 to
indicate the relative degree of safety.
A-1 This designation indicates that the degree of safety regarding
timely payment is very strong.
A-2 Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as overwhelming.
A-3 Issues carrying this designation have a satisfactory capacity
for timely payment. They are, however, somewhat more vulnerable
to the adverse effects of changes in circumstances than
obligations carrying the higher designations.
B Issues rated "B" are regarded as having only an adequate
capacity for timely payment. Furthermore, such capacity may be
damaged by changing conditions or short-term adversities.
C This rating is assigned to short-term debt obligations with a
doubtful capacity for payment.
D This rating indicates that the issuer is either in default or is
expected to be in default upon maturity.
<PAGE>
PART C
OTHER INFORMATION
BUFFALO FUND GROUP
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo USA Global Fund, Inc.
Buffalo Small Cap Fund, Inc.
ITEM 23. EXHIBITS
(a)(1) Articles of Incorporation
Buffalo Balanced Fund, Inc.
filed and effective in
Maryland on January 25, 1994
are filed herewith as
Exhibit No. EX99.23(a)(1).
(a)(2) Artilces of Incorporaiton
Buffalo Equity Fund, Inc.
filed and effective in
Maryland on November 23, 1994
are filed herewith as
Exhibit No. EX99.23(a)(2).
(a)(3)(i) Articles of Incorporation
Buffalo High Yield Fund, Inc.
filed and effective in
Maryland on November 23, 1994
are filed herewith as
Exhibit No. EX99.23(a)(3)(i).
(a)(3)(ii) Articles of Amdendment
for Buffalo High Yield Fund, Inc.
filed and effective in
Maryland on May 11, 1995
are filed herewith as
Exhibit No. EX99.23(a)(3)(ii).
(a)(4) Articles of Incorporation
for Buffalo USA Global Fund, Inc.
filed and effective in
Maryland on November 23, 1994
are filed herewith as
Exhibit No. EX99.23(a)(4).
(a)(5) Articles of Incorporation
for Buffalo Small Cap Fund, Inc.
filed and effective in
Maryland on October 16, 1997
are filed herewith as
Exhibit No. EX99.23(a)(5).
(b)(1) Amdended and Restated By-Laws
dated November 30, 1996 for
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo USA Global Fund, Inc.
are filed herewith as
Exhibit No. EX99.23(b)(1).
(b)(2) By-Laws for
Buffalo Small Cap Fund, Inc.
are filed herewith as
Exhibit No. EX99.23(b)(2).
(c) Specimen copy of security
of the registrants
are filed herewith as
Exhibit No. EX99.23(c).
(d)(1)(i) Management Agreement
between Jones & Babson, Inc. and
Buffalo Balanced Fund, Inc.
dated August 12, 1994
is filed herewith as
Exhibit No. EX99.23(d)(1)(i).
(d)(1)(ii) Management Agreement
between Jones & Babson, Inc. and
Buffalo Equity Fund, Inc.
dated May 19, 1995
is filed herewith as
Exhibit No. EX99.23(d)(1)(ii).
(d)(1)(iii) Management Agreement
between Jones & Babson, Inc. and
Buffalo High Yield Fund, Inc.
dated May 19, 1995
is filed herewith as
Exhibit No. EX99.23(d)(1)(iii).
(d)(1)(iv) Management Agreement
between Jones & Babson, Inc. and
Buffalo USA Global Fund, Inc.
dated May 19, 1995
is filed herewith as
Exhibit No. EX99.23(d)(1)(iv).
(d)(1)(v) Management Agreement
between Jones & Babson, Inc. and
Buffalo Small Cap Fund, Inc.
dated April 14, 1998
is filed herewith as
Exhibit No. EX99.23(d)(1)(v).
(d)(2)(i) Management Agreement
between Kornitzer Capital Management, Inc.
[sub-advisor] and
Buffalo Balanced Fund, Inc.
dated August 12, 1994
is filed herewith as
Exhibit No. EX99.23(d)(2)(i).
(d)(2)(ii) Management Agreement
between Kornitzer Capital Management, Inc.
[sub-advisor] and
Buffalo Equity Fund, Inc.
dated May 19, 1995
is filed herewith as
Exhibit No. EX99.23(d)(2)(ii).
(d)(2)(iii) Management Agreement
between Kornitzer Capital Management, Inc.
[sub-advisor] and
Buffalo High Yield Fund, Inc.
dated April 14, 1998
is filed herewith as
Exhibit No. EX99.23(d)(2)(iii).
(d)(2)(iv) Management Agreement
between Kornitzer Capital Management, Inc.
[sub-advisor] and
Buffalo USA Global Fund, Inc.
dated April 14, 1998
is filed herewith as
Exhibit No. EX99.23(d)(2)(iv).
(d)(2)(v) Management Agreement
between Kornitzer Capital Management, Inc.
[sub-advisor] and
Buffalo Small Cap Fund, Inc.
dated April 14, 1998
is filed herewith as
Exhibit No. EX99.23(d)(2)(v).
(e)(1) Underwriting Agreement
between Jones & Babson, Inc. and
Buffalo Balanced Fund, Inc.
dated August 12, 1994
is filed herewith as
Exhibit No. EX99.23(e)(1).
(e)(2) Underwriting Agreement
between Jones & Babson, Inc. and
Buffalo Equity Fund, Inc.
dated May 19, 1995
is filed herewith as
Exhibit No. EX99.23(e)(2).
(e)(3) Underwriting Agreement
between Jones & Babson, Inc. and
Buffalo High Yield Fund, Inc.
dated May 19, 1995
is filed herewith as
Exhibit No. EX99.23(e)(3).
(e)(4) Underwriting Agreement
between Jones & Babson, Inc. and
Buffalo USA Global Fund, Inc.
dated May 19, 1995
is filed herewith as
Exhibit No. EX99.23(e)(4).
(e)(5) Underwriting Agreement
between Jones & Babson, Inc. and
Buffalo Small Cap Fund, Inc.
dated April 14, 1998
is filed herewith as
Exhibit No. EX99.23(e)(5).
(f) Not Applicable.
(g) Custodian Agreement
between UMB Bank, n.a. and
the Registrants is filed herewith as
Exhibit No. EX99.23(g).
(h) Transfer Agency Agreement
between Jones & Babson, Inc. and
the Registrants is filed herewith as
Exhibit No. EX99.23(h).
(i) Opinion and Consent of Counsel as to the
Legality of the Securities to be offered.*
(j)(1) Auditor Consent
(j)(2) Powers of Attorney for
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo USA Global Fund, Inc.
Buffalo Small Cap Fund, Inc.
is filed herewith as
Exhibit No. EX99.23(j)(2).
(k) Not Applicable.
(l) Not Applicable.
(m) Not Applicable.
(n) Not Applicable.
(o) Not Applicable.
*Previously filed and incorporated herein by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
REGISTRANT:
None.
ITEM 25. INDEMNIFICATION:
Under the terms of the Maryland General Corporation Law and
the Registrant's By-Laws, the Registrant shall indemnify any person who
was or is a director, officer, or employee of the Registrant to the
maximum extent permitted by the Maryland General Corporation Law;
provided however, that any such indemnification (unless ordered by a
court) shall be made by the Registrant only as authorized in the
specific case upon a determination that indemnification of such person
is proper in the circumstances. Such determination shall be made:
(i) by the Board of Directors by a majority vote of a
quorum which consists of the directors who are neither "interested
persons" of the Registrant as defined in Section 2(a)(19) of the 1940
Act, nor parties to the proceedings, or
(ii) if the required quorum is not obtainable or if a
quorum of such directors so directs, by independent legal counsel in a
written opinion.
No indemnification will be provided by the Registrant to any
director or officer of the Registrant for any liability to the
Registrant or shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duty.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER:
ITEM 27. PRINCIPAL UNDERWRITER:
(a) Jones & Babson, Inc., the only principal underwriter of
the Registrant, also acts as principal underwriter for the:
UMB Scout Stock Fund, Inc.
UMB Scout WorldWide Fund, Inc.
UMB Scout Regional Fund, Inc.
UMB Scout Balanced Fund, Inc.
UMB Scout Bond Fund, Inc.
UMB Scout Capital Preservation Fund, Inc.
UMB Scout Kansas Tax-Exempt Bond Fund, Inc.
UMB Scout Money Market Fund, Inc.
UMB Scout Tax-Free Money Market Fund, Inc.
David L. Babson Growth Fund, Inc.
Babson Enterprise Fund, Inc.
Babson Enterprise Fund II, Inc.
D.L. Babson Money Market Fund, Inc.
D.L. Babson Tax-Free Income Fund, Inc.
D.L. Babson Bond Trust
Babson Value Fund, Inc.
Shadow Stock Fund, Inc.
Babson-Stewart Ivory International Fund, Inc.
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo USA Global Fund, Inc.
Buffalo Balanced Fund, Inc.
Buffalo Small Cap Fund, Inc.
AFBA Five Star Fund, Inc.
Investors Mark Series Fund, Inc.
(b) Herewith is the information required by the following
table with respect to each director, officer or partner
of the only underwriter named in answer to Item 21 of
Part B:
Name and Position and Positions and
Principal Offices with Offices with
Business Address Underwriter Registrant
Stephen S. Soden Chairman and Director
700 Karnes Blvd. Director
Kansas City, MO 64108-3306
Larry D. Armel President and President and
700 Karnes Blvd. Director Director
Kansas City, MO 64108-3306
Giorgio Balzer Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306
Robert T. Rakich Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306
Edward S. Ritter Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306
Robert N. Sawyer Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306
Vernon W. Voorhees Director None
700 Karnes Blvd.
Kansas City, MO 64108-3306
P. Bradley Adams Vice President Vice President
700 Karnes Blvd. and Treasurer and Treasurer
Kansas City, MO 64108-3306
Martin A. Cramer Vice President Vice President
700 Karnes Blvd. and Secretary and Secretary
Kansas City, MO 64108-3306
Rui M. Moura Vice President None
700 Karnes Blvd.
Kansas City, MO 64108-3306
(c) The principal underwriter does not receive any
remuneration or compensation for the duties or services
rendered to the Registrants pursuant to the principal
underwriting Agreement.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:
Each account, book or other document required to be
maintained by Section 31(a) of the Investment Company Act of 1940, as
amended and Rules (17 CFR 270-31a-1 to 31a-3) promulgated thereunder, is
in the physical possession of Jones and Babson, Inc., at BMA Tower, 700
Karnes Blvd., Kansas City, Missouri 64108-3306.
ITEM 29. MANAGEMENT SERVICES:
There are no management related service contracts not
discussed in Part A or Part B.
ITEM 30. UNDERTAKINGS:
Registrant undertakes that, if requested to do so by the
holders of at least 10% of the registrant's outstanding shares, to call
a meeting of shareholders for the purpose of voting upon the question of
removal of a director or directors and to assist in communications with
other shareholders as required by Section 16(c) of the Investment
Company Act of 1940, as amended.
<PAGE>
BUFFALO FUND GROUP
EXHIBIT INDEX
EXHIBIT ITEM EXHIBIT NO.
Articles of Incorporation
Buffalo Balanced Fund, Inc. EX99.23(a)(1)
Buffalo Equity Fund, Inc. EX99.23(a)(2)
Buffalo High Yield Fund, Inc. EX99.23(a)(3)(i)
Buffalo High Yield Fund, Inc. (Amendment) EX99.23(a)(3)(ii)
Buffalo USA Global Fund, Inc. EX99.23(a)(4)
Buffalo Small Cap Fund, Inc. EX99.23(a)(5)
Amended and Restated Bylaws
Buffalo Balanced Fund, Inc. EX99.23(b)(1)
Buffalo Equity Fund, Inc. EX99.23(b)(2)
Buffalo High Yield Fund, Inc. EX99.23(b)(3)
Buffalo USA Global Fund, Inc. EX99.23(b)(4)
Bylaws
Buffalo Small Cap Fund, Inc. EX99.23(b)(5)
Specimen Security
Buffalo Balanced Fund, Inc. EX99.23(c)(1)
Buffalo Equity Fund, Inc. EX99.23(c)(2)
Buffalo High Yield Fund, Inc. EX99.23(c)(3)
Buffalo USA Global Fund, Inc. EX99.23(c)(4)
Buffalo Small Cap Fund, Inc. EX99.23(c)(5)
Management Agreement
Buffalo Balanced Fund, Inc. EX99.23(d)(1)(i)
Buffalo Equity Fund, Inc. EX99.23(d)(1)(ii)
Buffalo High Yield Fund, Inc. EX99.23(d)(1)(iii)
Buffalo USA Global Fund, Inc. EX99.23(d)(1)(iv)
Buffalo Small Cap Fund, Inc. EX99.23(d)(1)(v)
Management Agreement [Subadviser]
Buffalo Balanced Fund, Inc. EX99.23(d)(2)(i)
Buffalo Equity Fund, Inc. EX99.23(d)(2)(ii)
Buffalo High Yield Fund, Inc. EX99.23(d)(2)(iii)
Buffalo USA Global Fund, Inc. EX99.23(d)(2)(iv)
Buffalo Small Cap Fund, Inc. EX99.23(d)(2)(v)
Underwriting Agreement
Buffalo Balanced Fund, Inc. EX99.23(e)(1)
Buffalo Equity Fund, Inc. EX99.23(e)(2)
Buffalo High Yield Fund, Inc. EX99.23(e)(3)
Buffalo USA Global Fund, Inc. EX99.23(e)(4)
Buffalo Small Cap Fund, Inc. EX99.23(e)(5)
Custodian Agreement EX99.23(g)
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo USA Global Fund, Inc.
Buffalo Small Cap Fund, Inc.
Form of Transfer Agency Agreement EX99.23(h)
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo USA Global Fund, Inc.
Buffalo Small Cap Fund, Inc.
Auditor Consent
Buffalo Balanced Fund, Inc. EX99.23(j)(1)(i)
Buffalo Equity Fund, Inc. EX99.23(j)(1)(ii)
Buffalo High Yield Fund, Inc. EX99.23(j)(1)(iii)
Buffalo USA Global Fund, Inc. EX99.23(j)(1)(iv)
Buffalo Small Cap Fund, Inc. EX99.23(j)(1)(v)
Power of Attorney
Buffalo Balanced Fund, Inc. EX99.23(j)(2)(i)
Buffalo Equity Fund, Inc. EX99.23(j)(2)(ii)
Buffalo High Yield Fund, Inc. EX99.23(j)(2)(iii)
Buffalo USA Global Fund, Inc. EX99.23(j)(2)(iv)
Buffalo Small Cap Fund, Inc. EX99.23(j)(2)(v)
Financial Data Schedule
Buffalo Balanced Fund, Inc. EX27.1
Buffalo Equity Fund, Inc. EX27.2
Buffalo High Yield Fund, Inc. EX27.3
Buffalo USA Global Fund, Inc. EX27.4
Buffalo Small Cap Fund, Inc. EX27.5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO BALANCED FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO EQUITY FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO HIGH YIELD FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO USA GLOBAL FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO SMALL CAP FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO BALANCED FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO EQUITY FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO HIGH YIELD FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO USA GLOBAL FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed below on by the following persons in the capacities
and on the date indicated:
Signature Title Date
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, each as amended, the Registrant has duly
caused this amendment to the registration statement to be signed on its behalf
by the undersigned, duly authorized, in the City of Kansas City, and State of
Missouri, on the 28th day of May, 1999.
BUFFALO SMALL CAP FUND, INC.
By: /s/ Larry D. Armel
Larry D. Armel
President, Principal Executive Officer
and Director
/s/ Larry D. Armel President, Principal Executive May 28, 1999
Larry D. Armel Officer and Director
/s/ Thomas S. Case* Director May 28, 1999
Thomas S. Case
/s/ Kent W. Gasaway* Director May 28, 1999
Larry D. Armel
/s/ Francis C. Rood* Director May 28, 1999
Francis C. Rood
/s/ William H. Russell* Director May 28, 1999
William H. Russell
/s/ H. David Rybolt* Director May 28, 1999
H. David Rybolt
/s/ Stephen S. Soden* Director May 28, 1999
Stephen S. Soden
/s/ P. Bradley Adams Treasurer and Principal May 28, 1999
P Bradley Adams Financial and Accounting
Officer
* By: /s/ Larry D. Armel
Larry D. Armel, Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
EX99.23(a)(1)
ARTICLES OF INCORPORATION
OF
BUFFALO BALANCED FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-Office
address is L-36 Route 1, Lake Lotawana, Missouri, 64086, being at
least twenty-one years of age, do, under and by virtue of the
general laws of the state of Maryland authorizing the formation of
corporations, associate myself as Incorporator with the intention
of forming a corporation (hereinafter called the Corporation")
SECOND: The name of the Corporation is BUFFALO BALANCED FUND,
INC.
THIRD: The purpose for which the Corporation is formed is to
act as an open-end, diversified management investment company under
the Investment Company Act of 1940, as amended, and to exercise and
enjoy all of the powers, rights and privileges granted to, or
conferred upon, corporations of a similar character by the general
laws of the state of Maryland now or hereafter in force.
FOURTH: The Post-Office address of the principal office of
the Corporation in this state is CIO the Corporation Trust
incorporated, 32 South Street, Baltimore, Maryland, 21202. The
name of the Resident Agent of the Corporation in this state is the
Corporation Trust Incorporated, a corporation of this state, and
the Post-office address of the Resident Agent is 32 South Street,
Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000
shares of a par value of one dollar ($1.00) per share and an
aggregate par value of $10,000,000. The number of the shares of
stock of each class is such number, if any, of shares of unissued
stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority
contained in Section 2-105 of the Maryland General Corporation Law
as filed by the Corporation as Articles Supplementary under Section
2-208 of the Maryland General Corporation L~ (or any successor
provisions). The Board of Directors of the Corporation shall have
the power to classify or reclassify unissued shares into one or
more classes which together with the issued shares of stock of the
corporation shall have such designation as the board may determine
and (subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or other applicable law or
regulation) shall have such preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other
characteristics as the Board may determine (or in the absence of
contrary determination, such as
Page 1 of 9 pages
Set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class may
be liquidated by similar means. If the Board so determines, one or
more classes of stock may be treated for all purposes other than
dividends as if all shares of such classes were shares of one
class. The dividends payable to the holders of any class (subject
to any applicable rule, regulation or order of the Securities and
Exchange Commission or any other applicable law or regulation)
shall be determined by the Board and need not be individually
declared, but may be declared and paid in accordance with a formula
adopted by the Board. Each share of a class shall have equal
rights with each other share of that class of stock with respect to
the assets of the Corporation pertaining to that class. Any
fractional shares of capital stock issued by the corporation shall
have proportionately, all the rights of full shares. Except as
otherwise provided herein, all references in these articles of
incorporation to capital stock or class of stock shall apply
without discrimination to the shares of each class of stock.
(A) The holders of each share of stock of the Corporation
shall be entitled to one vote for each full share, and a fractional
vote for each fractional share of stock, irrespective of the class
then standing in his or her name in the books of the Corporation.
On any matter submitted to a vote of shareholders, all shares of
the Corporation then issued and outstanding and entitled to vote,
irrespective of the class, shall be voted in the aggregate and not
by class, except (1) when otherwise expressly provided by the
Maryland General Corporation Law or (2) when required by the
Investment Company Act of 1940, as amended, shares shall be voted
by individual class; and (3) when the matter does not affect any
interest of a particular class, then only shareholders of the
affected class or classes shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have the
following powers, preferences and participating, voting, or other
special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong
to the class of shares of stock with respect to which such assets,
payments or funds were received by the Corporation for all
purposes, subject only to the rights of creditors, and shall be so
handled upon the books of account of the Corporation. Such assets,
income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof and
any assets derived from any reinvestment of such proceeds, in
whatever form the same may be, are herein referred to as "assets
belonging to" such class.
Page 2 of 9 pages
(2) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in cash, on
any or all classes of stock, the amount of such dividends and the
payment of them being wholly in the discretion of the Board of
Directors.
(I) Dividends or distributions on shares of any
class of stock shall be paid only out of earnings, surplus, or
other lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation is
to qualify as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended, or any successor or comparable
statute thereto, and regulations promulgated thereunder; and
inasmuch as the computation of net income and gains for federal
income tax purposes may vary from the computation thereof on the
books of the corporation, the Board of Directors shall have the
power in its discretion to distribute in any fiscal year as
dividends, including designated in whole or in part as capital gain
distributions, amounts sufficient, in the opinion of the Board of
Directors, to enable the Corporation to qualify as a regulated
investment company and to avoid liability for the Corporation for
federal income tax in respect of that year.
(3) In the event of the liquidation or dissolution
of the Corporation, shareholders of each class shall be entitled to
receive, as a class, out of the assets of the Corporation available
for distribution to shareholders, but other than general assets not
belonging to any particular class of stock, the assets belonging to
such class; and the assets so distributable to the shareholders of
any class shall be distributed among such shareholders in
proportion to the number of shares of such class held by them and
recorded on the books of the Corporation. In the event that there
are any general assets not belonging to any particular class of
stock and available for distribution, such distribution shall be
made to the holders of stock of all classes in proportion to the
asset value of the respective classes determined as hereinafter
provided.
(4) The assets belonging to any class of stock shall
be charged with the liabilities in respect to such class, and shall
also be charged with its share of the general liabilities of the
Corporation, in proportion to the asset value of the respective
classes determined as hereinafter set out. The determination of
the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the
allocation of the same as to a given class, and as to whether the
same or general assets of the Corporation are allocable to one or
more classes.
(C) Each holder of any class of stock of the Corporation,
who shall surrender his certificate in good delivery form to the
Corporation or who, if the shares in question are not represented
by certificates, shall deliver to the Corporation a
Page 3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and out
of such assets, but not otherwise, to redeem all or any part of the
shares of such stock standing in the name of such holder on the
books of the Corporation, at the net asset value of such shares,
determined in the manner and as of the time, and payable as
provided in the Investment Company Act of 1940, as amended. The
Corporation shall make payment for any such shares to be redeemed
as aforesaid, in cash, or if in the opinion of the Board of
Directors, which shall be conclusive, conditions exist which make
payment wholly in cash unwise or undesirable, the Corporation may
make payment wholly or partly in securities belonging to the class
to provide for such redemption by it of the shares of such class.
(1) The Board of Directors of the Corporation may,
in accordance with the Investment Company Act of 1940, as amended,
suspend the right of the holders of any class of stock of the
Corporation to require the Corporation to redeem shares of such
class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a minimum
investment which may be made by a stockholder. The Board of
Directors, by resolution and without the vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be less than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The resolution may authorize the Corporation to close
those stockholder accounts not meeting the specified minimum
standards of value by redeeming all of the shares in such accounts,
provided there is mailed to each affected stockholder account, at
least sixty (60) days prior to the planned redemption date, a
notice setting forth the minimum account size requirement and the
date on which the account will be closed if the minimum size
requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the Corporation,
who surrenders his certificate in good delivery form to the
Corporation or, if the shares in question are not represented by
certificates, who delivers to the Corporation a written request in
good order signed by the shareholder, shall be entitled to convert
the shares in question on the basis hereinafter set forth, into
shares of stock of any other class of the Corporation. The
Corporation shall determine the net asset value, as hereinafter
defined, of the shares to be converted and shall deduct therefrom
such conversion cost, hereinafter described and within five (5)
business days after such surrender and payment, shall issue to the
shareholder such number of shares of stock of the class desired
taken at the net asset value thereof determined in the same manner
and at the same time as that of the shares surrendered, which shall
equal the net asset
Page 4 of 9 pages
value of the shares surrendered less conversion cost as. aforesaid.
Any amount representing a fraction of a share may be paid in cash
at the option of the Corporation. The conversion cost above
mentioned shall be determined by adding a transaction charge as
determined by the Board of Directors. The transaction charge may
be paid and/or assigned by the Corporation to the underwriter
and/or any other agency, as it may elect. Upon any conversion
taking place, proper transfer shall be made between the assets
belonging to the respective classes of stock. The Board of
Directors may limit this conversion privilege to shares which have
been held for such reasonable period of time as the Directors may
determine.
(E) The aggregate net asset value per share of a class of
the Corporation's capital stock shall be determined in accordance
with the Investment Company Act of 1940, as amended, and with
generally accepted accounting principles, by adding the market or
appraised value of all securities, cash and other assets of the
Corporation pertaining to that class, subtracting the liabilities
determined by the Board of Directors to be applicable to that
class, and dividing the net result by the number of shares of the
class outstanding. Securities and other investments and assets
will be valued at fair value as determined in good faith by the
Board of Directors.
SIXTH: The shares of stock of the Corporation may be issued
to such persons and at such prices from time to time as the Board
of Directors may determine. Such issuance shall be on a non-
assessable basis. No holder of shares of stock shall have pre-
emptive rights and the Corporation shall have the right to issue
and sell to any person or persons and shares of its stock or any
option rights exercisable for, or securities convertible into
shares of its stock without first offering such shares, rights or
securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and their
terms of office shall be determined from time to time by the
Directors pursuant to the by-laws of the Corporation. Such number
initially shall be seven and shall never be less than three. The
names of the initial Directors are:
Larry D. Armel
John C. Kornitzer
Stephen S. Soden
Robert H. Lange
Francis C. Rood
William H. Russell
H. David Rybolt
who shall serve until their respective successors are elected and
qualified.
(A) If a vacancy occurs on the Board of Directors by
reason of death, resignation, or otherwise, the Board of Directors
may fill such vacancy for the remainder of the unexpired term by
majority vote of the remaining directors;
Page 5 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders, a
stockholders' meeting shall be called as promptly as possible and,
in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract or
contracts with any person, including any firm, corporation, trust,
or association in which any officer, other employee, director or
stockholder of this corporation may be interested, providing for a
delegation of the management of all or part of this corporation's
securities portfolio (or portfolios) and also for the delegation of
the performance of administrative corporate functions, subject
always to the direction of the Board of Directors of this
corporation. The compensation payable by this corporation under
such contracts shall be such as is deemed fair and equitable to
both parties by the said Board of Directors. Each such contract
shall in all respects be consistent with and subject to the
requirements of the Investment Company Act of 1940, as amended, as
then in effect and regulations of the securities and exchange
commission or any succeeding governmental authority promulgated
thereunder.
(B) The Corporation may appoint one or more distributors
or agents or both for the sale of the shares of the Corporation,
may allow such person or persons a commission on the sale of such
shares, and may enter into such contract or contracts with such
person or persons as the Board of Directors of this Corporation in
its discretion may deem reasonable and proper. Any such contract
or contracts for the sale of the shares of this corporation may be
made with any person even though such person may be an officer,
other employee, director or stockholder of this corporation or a
corporation, partnership, trust or association in which any such
officer, other employee, director or stockholder may be interested,
or such person may be the same as that person retained pursuant to
the powers granted in Section (A) of this Article EIGHTH. Each
such contract shall in all respects be consistent with and subject
to the requirements of the Investment Company Act of 1940, as
amended, as then in effect and regulations of the Securities and
Exchange Commission or any succeeding governmental authority
promulgated thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the conduct
of the affairs of the Corporation, and may pay the fees and
disbursements of such custodians, dividend disbursing agents,
Page 6 of 9 pages
transfer agents, and registrars out of the income and/or any other
property of the Corporation. Notwithstanding any other provisions
of these articles of incorporation or the by-laws of the
Corporation, the Board of Directors may cause any or all of the
property of the Corporation to be transferred to, or be acquired
and held in the name of, a custodian so appointed or any nominees
of this Corporation or nominee or nominees of such custodian
satisfactory to the Board of Directors of this Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article EIGHTH
and may receive compensation from the Corporation in as many
capacities in which such person, partnership (general or limited),
association, trust or corporation shall serve the Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the Corporation
shall have any liability to the Corporation or its stockholders for
money damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer of
the Corporation whether or not such person is a director or officer
at the time of any proceeding in which liability is asserted.
(B) The Corporation shall indemnify and advance expenses
to its currently acting and its former directors to the fullest
extent that indemnification of directors is permitted by the
Maryland General Corporation Law. The Corporation shall indemnify
and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law.
The Board of Directors may by Bylaw, resolution or agreement make
further provisions for indemnification of directors, officers,
employees and agents to the fullest extent permitted by the
Maryland General Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law in
this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this Article
based on any event, omission or proceeding prior to such amendment
Page 7 of 9 pages
(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain insurance
on its behalf and on behalf of any person who is or was a director
or officer of the Corporation, or is or was serving at the request
of the Corporation as a director or officer of another corporation,
partnership, trust, joint venture, association or other enterprise
against any liability asserted against him and incurred by him in
any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board of
Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws to
the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except
as conferred by law or authorized by resolution of the Board of
Directors or of the stockholders.
(C) To authorize and issue obligations of the
Corporation, secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to the
extent permitted by the fundamental policies of the Corporation set
out in its registration statement filed with the Federal Securities
and Exchange Commission or any succeeding governmental authority,
pursuant to the Investment Company Act of 1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of Maryland law, these
Articles of Incorporation, and the by-laws of the Corporation.
TWELFTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland at
such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation. Elections
of directors need not be by ballot unless the by-laws of the
Corporation so provide.
Page 8 of 9 pages
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited to,
amendment of these Articles of Incorporation, unless otherwise
provided in these Articles of Incorporation the Corporation may
take or authorize such action upon the favorable vote of the
holders of a majority of the outstanding shares of common stock.
FIFTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
BUFFALO BALANCED FUND, INC. who executed the foregoing Articles of
Incorporation hereby acknowledges that to the best of his knowledge
the matters and facts set forth herein are true in all material
respects under penalties of perjury.
Dated the 24th day of January, 1994.
/s/John G. Dyer
John G. Dyer
Page 9 of 9 pages
<PAGE>
EX99.23(a)(2)
ARTICLES OF INCORPORATION
OF
BUFFALO EQUITY FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-
Office address is L-36 Route 1, Lake Lotawana, Missouri, 64086,
being at least twenty-one years of age, do, under and by virtue
of the general laws of the state of Maryland authorizing the
formation of corporations, associate myself as Incorporator with
the intention of forming a corporation (hereinafter called the
NCorporation31)
SECOND: The name of the Corporation is BUFFALO EQUITY
FUND, INC.
THIRD: The purpose for which the Corporation is formed is
to act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of
the Corporation in this state is CIO the Corporation Trust
incorporated, 32 South Street, Baltimore, Maryland, 21202. The
name of the Resident Agent of the Corporation in this state is
the Corporation Trust Incorporated, a corporation of this state,
and the Post-office address of the Resident Agent is 32 South
Street, Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000
shares of a par value of one dollar ($1.00) per share and an
aggregate par value of $10,000,000. The number of the shares of
stock of each class is such number, if any, of shares of unissued
stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority
contained in Section 2-105 of the Maryland General Corporation
Law as filed by the Corporation as Articles Supplementary under
Section 2-208 of the Maryland General Corporation Law (or any
successor provisions). The Board of Directors of the Corporation
shall have the power to classify or reclassify unissued shares
into one or more classes which together with the issued shares of
stock of the corporation shall have such designations as the
board may determine and (subject to any applicable rule,
regulation or order of the Securities and Exchange Commission or
other applicable law or regulation) shall have such preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions
of redemption and other characteristics as the Board may
determine (or in the absence of contrary determination, such as
Page 1 of 9 pages
set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the
Corporation shall be entitled to one vote for each full share,
and a fractional vote for each fractional share of stock,
irrespective of the class then standing in his or her name in the
books of the Corporation. On any matter submitted to a vote of
shareholders, all shares of the Corporation then issued and
outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except (1) when
otherwise expressly provided by the Maryland General Corporation
Law or (2) when required by the Investment Company Act of 1940,
as amended, shares shall be voted by individual class; and (3)
when the matter does not affect any interest of a particular
class, then only shareholders of the affected class or classes
shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have
the following powers, preferences and participating, voting, or
other special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to the class of shares of stock with respect to which such
assets, payments or funds were received by the Corporation for
all purposes, subject only to the rights of creditors, and shall
be so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred
to as "assets belonging to" such class.
Page 2 of 9 pages
(2) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in cash,
on any or all classes of stock, the amount of such dividends and
the payment of them being wholly in the discretion of the Board
of Directors.
(I) Dividends or distributions on shares of
any class of stock shall be paid only out of earnings, surplus,
or other lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation
is to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended, or any successor or
comparable statute thereto, and regulations promulgated
thereunder; and inasmuch as the computation of net income and
gains for federal income tax purposes may vary from the
computation thereof on the books of the corporation, the Board of
Directors shall have the power in its discretion to distribute in
any fiscal year as dividends, including designated in whole or in
part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation to
qualify as a regulated investment company and to avoid liability
for the Corporation for federal income tax in respect of that
year.
(3) In the event of the liquidation or
dissolution of the Corporation, shareholders of each class shall
be entitled to receive, as a class, out of the assets of the
Corporation available for distribution to shareholders, but other
than general assets not belonging to any particular class of
stock, the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock
shall be charged with the liabilities in respect to such class,
and shall also be charged with its share of the general
liabilities of the Corporation, in proportion to the asset value
of the respective classes determined as hereinafter set out. The
determination of the Board of Directors shall be conclusive as to
the amount of liabilities, including accrued expenses and
reserves, as to the allocation of the same as to a given class,
and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the
Corporation, who shall surrender his certificate in good delivery
form to the Corporation or who, if the shares in question are not
represented by certificates, shall deliver to the Corporation a
Page 3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to-redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act-of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation
may, in accordance with the Investment Company Act of 1940, as
amended, suspend the right of the holders of any class of stock
of the Corporation to require the Corporation to redeem shares of
such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a
minimum investment which may be made by a stockholder. The Board
of Directors, by resolution and without the vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be less than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The resolution may authorize the Corporation to
close those stockholder accounts not meeting the specified
minimum standards of value by redeeming all of the shares in such
accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption
date, a notice setting forth the minimum account size requirement
and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the
Corporation, who surrenders his certificate in good delivery form
to the Corporation or, if the shares in question are not
represented by certificates, who delivers to the Corporation a
written request in good order signed by the shareholder, shall be
entitled to convert the shares in question on the basis
hereinafter set forth, into shares of stock of any other class of
the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
Page 4 of 9 pages
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and/or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class
of the Corporation's capital stock shall be determined in
accordance with the Investment Company Act of 1940, as amended,
and with generally accepted accounting principles, by adding the
market or appraised value of all securities, cash and other
assets of the Corporation pertaining to that class, subtracting
the liabilities determined by the Board of Directors to be
applicable to that class, and dividing the net result by the
number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined
in good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be
issued to such persons and at such prices from time to time as
the Board of Directors may determine. Such issuance shall be on
a non-assessable basis. No holder of shares of stock shall have
pre-emptive rights and the Corporation shall have the right to
issue and sell to any person or persons and shares of its stock
or any option rights exercisable for, or securities convertible
into shares of its stock without first offering such shares,
rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be seven and shall never be less than
three. The names of the initial Directors are:
Larry D. Armel
Kent W. Gasaway
Stephen S. Soden
Eric T. Jager
Francis C. Rood
William H. Russell
H. David Rybolt
who shall serve until their respective successors are elected and
qualified.
(A) If a vacancy occurs on the Board of Directors by
reason of death, resignation, or otherwise, the Board of
Directors may fill such vacancy for the remainder of the
unexpired term by majority vote of the remaining directors;
Page 5 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders, a
stockholders' meeting shall be called as promptly as possible
and, in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as
follows:
(A) The Corporation may enter into a written contract
or contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
securities and exchange commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more
distributors or agents or both for the sale of the shares of the
Corporation, may allow such person or persons a commission on the
sale of such shares, and may enter into such contract or
contracts with such person or persons as the Board of Directors
of this Corporation in its discretion may deem reasonable and
proper. Any such contract or contracts for the sale of the
shares of this corporation may be made with any person even
though such person may be an officer, other employee, director or
stockholder of this corporation or a corporation, partnership,
trust or association in which any such officer, other employee,
director or stockholder may be interested, or such person may be
the same as that person retained pursuant to the powers granted
in Section (A) of this Article EIGHTH. Each such contract shall
in all respects be consistent with and subject to the
requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
Page 6 of 9 pages
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these articles of incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article
EIGHTH and may receive compensation from the Corporation in as
many capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve the
Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding in which
liability is asserted.
(B) The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The Corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The Board of Directors may by Bylaw, resolution or
agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law
in this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment
Page 7 of 9 pages
(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain
insurance on its behalf and on behalf of any person who is or was
a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture,
association or other enterprise against any liability asserted
against him and incurred by him in any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the
Corporation, secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
TWELFTH: The books of the Corporation may be- kept
(subject to any provisions of Maryland law) outside the state of
Maryland at such place or places as may be designated from time
to time by the Board of Directors or in the by-laws of the
Corporation. Elections of directors need not be by ballot unless
the by-laws of the Corporation so provide.
Page 8 of 9 pages
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FIFTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
BUFFALO EQUITY FUND, INC. who executed the foregoing Articles of
Incorporation hereby acknowledges that to the best of his
knowledge the matters and facts set forth herein are true in all
material respects under penalties of perjury.
Dated the 21st day of November, 1994.
/s/John G. Dyer
John G. Dyer
Page 9 of 9 pages
<PAGE>
EX99.23(a)(3)(i)
ARTICLES OF INCORPORATION
OF
BUFFALO PREMIUM INCOME FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-Office
address is L-36 Route 1, Lake Lotawana, Missouri, 64086, being at
least twenty-one years of age, do, under and by virtue of the
general laws of the state of Maryland authorizing the formation
of corporations, associate myself as Incorporator with the
intention of forming a corporation (hereinafter called the
"Corporation").
SECOND: The name of the Corporation is BUFFALO PREMIUM INCOME
FUND, INC.
THIRD: The purpose for which the Corporaton is formed is to
act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of
the Corporation in this state is CIO the Corporation Trust
incorporated, 32 South Street, Baltimore, Maryland, 21202. The
name of the Resident Agent of the Corporation in this state is
the Corporation Trust Incorporated, a corporation of this state,
and the Post-office address of the Resident Agent is 32 South
Street, Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000
shares of a par value of one dollar ($1.00) per share and an
aggregate par value of $10,000,000. The number of the shares of
stock of each class is such number, if any, of shares of unissued
stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority
contained in Section 2-105 of the Maryland General Law as filed
by the Corporation as Articles Supplementary under Section 2-208
of the Maryland General Corporation Law (or any successor
provisions). The Board of Directors of the Corporation shall
have the power to classify or reclassify unissued shares into one
or more classes which together with the issued shares of stock of
the corporation shall have such designations as the board may
determine and (subject to any applicable rule, regulation or
order of the Securities and Exchange Commission or other
applicable law or regulation) shall have such preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions
of redemption and other characteristics as the Board may
determine (or in the absence of contrary determination, such as
Page 1 of 9 pages
set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the Corporation
shall be entitled to one vote for each full share, and a
fractional vote for each fractional share of stock, irrespective
of the class then standing in his or her name in the books of the
Corporation. On any matter submitted to a vote of shareholders,
all shares of the Corporation then issued and outstanding and
entitled to vote, irrespective of the class, shall be voted in
the aggregate and not by class, except (1) when otherwise
expressly provided by the Maryland General Corporation Law or (2)
when required by the Investment Company Act of 1940, as amended,
shares shall be voted by individual class; and (3) when the
matter does not affect any interest of a particular class, then
only shareholders of the affected class or classes shall be
entitled to vote thereon.
(B) Each class of stock of the Corporation shall have the
following powers, preferences and participating, voting, or other
special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to the class of shares of stock with respect to which such
assets, payments or funds were received by the Corporation for
all purposes, subject only to the rights of creditors, and shall
be so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred
to as "assets belonging to'1 such class.
Page 2 of 9 pages
(2) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in cash,
on any or all classes of stock, the amount of such dividends and
the payment of them being wholly in the discretion of the Board
of Directors.
(I) Dividends or distributions on
shares of any class of stock shall be paid only out of earnings,
surplus, or other lawfully available assets belonging to such
class.
(II) Inasmuch as one goal of the
corporation is to qualify as a "regulated investment company"
under the Internal Revenue Code of 1986, as amended, or any
successor or comparable statute thereto, and regulations
promulgated thereunder; and inasmuch as the computation of net
income and gains for federal income tax purposes may vary from
the computation thereof on the books of the corporation, the
Board of Directors shall have the power in its discretion to
distribute in any fiscal year as dividends, including designated
in whole or in part as capital gain distributions, amounts
sufficient, in the opinion of the Board of Directors, to enable
the Corporation to qualify as a regulated investment company and
to avoid liability for the Corporation for federal income tax in
respect of that year.
(3) In the event of the liquidation or
dissolution of the Corporation, shareholders of each class shall
be entitled to receive, as a class, out of the assets of the
Corporation available for distribution to shareholders, but other
than general assets not belonging to any particular class of
stock, the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock
shall be charged with the liabilities in respect to such class,
and shall also be charged with its share of the general
liabilities of the Corporation, in proportion to the asset value
of the respective classes determined as hereinafter set out. The
determination of the Board of Directors shall be conclusive as to
the amount of liabilities, including accrued expenses and
reserves, as to the allocation of the same as to a given class,
and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the Corporation,
who shall surrender his certificate in good delivery form to the
Corporation or who, if the shares in question are not represented
by certificates, shall deliver to the Corporation a
Page 3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the
Corporation may, in accordance with the Investment Company Act of
1940, as amended, suspend the right of the holders of any class
of stock of the Corporation to require the Corporation to redeem
shares of such class.
(2) The Board of Directors, in the economic
best interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a
minimum investment which may be made by a stockholder. The Board
of Directors, by resolution and without the vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be- less than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The resolution may authorize the Corporation to
close those stockholder accounts not meeting the specified
minimum standards of value by redeeming all of the shares in such
accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption
date, a notice setting forth the minimum account size requirement
and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the Corporation,
who surrenders his certificate in good delivery form to the
Corporation or, if the shares in question are not represented by
certificates, who delivers to the Corporation a written request
in good order signed by the shareholder, shall be entitled to
convert the shares in question on the basis hereinafter set
forth, into shares of stock of any other class of the
Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
Page 4 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders, a
stockholders' meeting shall be called as promptly as possible
and, in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract or
contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
securities and exchange commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more distributors
or agents or both for the sale of the shares of the Corporation,
may allow such person or persons a commission on the sale of such
shares, and may enter into such contract or contracts with such
person or persons as the Board of Directors of this Corporation
in its discretion may deem reasonable and proper. Any such
contract or contracts for the sale of the shares of this
corporation may be made with any person even though such person
may be an officer, other employee, director or stockholder of
this corporation or a corporation, partnership, trust or
association in which any such officer, other employee, director
or stockholder may be interested, or such person may be the same
as that person retained pursuant to the powers granted in Section
(A) of this Article EIGHTH. Each such contract shall in all
respects be consistent with and subject to the requirements of
the Investment Company Act of 1940, as amended, as then in effect
and regulations of the Securities and Exchange Commission or any
succeeding governmental authority promulgated thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
Page 6 of 9 pages
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these articles of incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article
EIGHTH and may receive compensation from the Corporation in as
many capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve the
Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding in which
liability is asserted.
(B) The Corporation shall indemnify and advance expenses
to its currently acting and its former directors to the fullest
extent that indemnification of directors is permitted by the
Maryland General Corporation Law. The Corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The Board of Directors may by Bylaw, resolution or
agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law in
this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment.
Page 7 of 9 pages
(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain insurance
on its behalf and on behalf of any person who is or was a
director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture,
association or other enterprise against any liability asserted
against him and incurred by him in any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and. except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the Corporation,
secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
TWELFTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland
at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by ballot unless the by-laws
of the Corporation so provide.
Page 8 of 9 pages
THIRTEENTH: The Corporation reserves the right to
amend, alter, change or repeal any provision contained in these
Articles of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of
Maryland law requiring more than a majority vote of the common
stock in connection with any corporate action including, but not
limited to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FIFTEENTH: The duration of the Corporation shall
be perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
BUFFALO PREMIUM INCOME FUND, INC. who executed the foregoing
Articles of Incorporation hereby acknowledges that to the best of
his knowledge the matters and facts set forth herein are true in
all material respects under penalties of perjury.
Dated the 21st day of November, 1994.
/s/John G. Dyer
John G. Dyer
Page 9 of 9 pages
<PAGE>
EX99.23(a)(3)(ii)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BUFFALO PREMIUM INCOME FUND, INC.
BUFFALO PREMIUM INCOME FUND, INC., (the "Corporation"), a
Maryland corporation having its principal office in Baltimore,
Maryland, hereby certifies, in accordance with Section 2-605 of
the Maryland General Corporation Law, to the State Department of
Assessments and Taxation of Maryland that:
ONE: Article SECOND of the Articles of Incorporation of the
Corporation is hereby amended to change the name of the
Corporation to BUFFALO HIGH YIELD FUND, INC.
TWO: The Board of Directors of the Corporation
May 10, 1995, duly adopted the foregoing amendment to Article
SECOND of the Articles of Incorporation of said corporation.
IN WITNESS WHEREOF, BUFFALO PREMIUM INCOME FUND, INC., has
caused these Articles of Amendment to be signed by its Vice
President and attested by its Assistant Secretary on May 10,
1995.
BUFFALO PREMIUM INCOME FUND, INC.
Attest: /s/Michael A. Brummel By: /s/John G. Dyer
Michael A. Brummel John G. Dyer
Assistant Secretary Vice President
The Undersigned, John G. Dyer, Vice President of
Buffalo Premium Income Fund, Inc., who executed on behalf of said
corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and
on behalf of said corporation, the foregoing Articles of
Amendment to be the corporate act of said corporation and further
certifies that, to the best of his knowledge, information and
belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the
penalties of perjury.
By: /s/John G. Dyer
John G. Dyer
Vice President
1
BUFFALO PREMIUM INCOME FUND, INC.
RESOLUTION REGARDING CHANGE OF CORPORATE NAME
I, Michael A. Brummel, Assistant Secretary of Buffalo Premium
Income Fund, Inc. a corporation organized and existing under the
laws of the state of Maryland, do hereby certify that I am the
duly elected and acting Assistant Secretary of said corporation
and that the Board of Directors of said corporation by unanimous
consent on the 10th day of May 1995, the following resolutions
were unanimously adopted and are now in full force and effect:
RESOLVED, that it is advisable to amend the Articles of
Incorporation to change the name of the Corporation to
Buffalo High Yield Fund, Inc.
RESOLVED FURTHER, that the appropriate officers are hereby
authorized and directed to execute the Articles of
Amendment reflecting the change in the name of the
Corporation as set forth in this resolution and deliver
such Articles of Amendment to the Department of Assessments
and Taxation of Maryland to be filed.
The undersigned further certifies that the foregoing resolutions
were adopted in accordance with the charter and by-laws of this
corporation and that said resolutions are now in full force and
effect.
Dated May 10, 1995
/s/Michael A. Brummel
Michael A. Brummel
Assistant Secretary
(SEAL)
<PAGE>
EX99.23(a)(4)
ARTICLES OF INCORPORATION
OF
BUFFALO USA GLOBAL FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-
Office address is L-36 Route 1, Lake Lotawana, Missouri, 64086,
being at least twenty-one years of age, do, under and by virtue
of the general laws of the state of Maryland authorizing the
formation of corporations, associate myself as Incorporator with
the intention of forming a corporation (hereinafter called the
NCorporation31)
SECOND: The name of the Corporation is BUFFALO USA GLOBAL
FUND, INC.
THIRD: The purpose for which the Corporation is formed is
to act as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended, and to
exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office of
the Corporation in this state is CIO the Corporation Trust
incorporated, 32 South Street, Baltimore, Maryland, 21202. The
name of the Resident Agent of the Corporation in this state is
the Corporation Trust Incorporated, a corporation of this state,
and the Post-office address of the Resident Agent is 32 South
Street, Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 10,000,000
shares of a par value of one dollar ($1.00) per share and an
aggregate par value of $10,000,000. The number of the shares of
stock of each class is such number, if any, of shares of unissued
stock as is classified or reclassified into such class by the
Corporation's Board of Directors pursuant to the authority
contained in Section 2-105 of the Maryland General Corporation
Law as filed by the Corporation as Articles Supplementary under
Section 2-208 of the Maryland General Corporation Law (or any
successor provisions). The Board of Directors of the Corporation
shall have the power to classify or reclassify unissued shares
into one or more classes which together with the issued shares of
stock of the corporation shall have such designations as the
board may determine and (subject to any applicable rule,
regulation or order of the Securities and Exchange Commission or
other applicable law or regulation) shall have such preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms and conditions
of redemption and other characteristics as the Board may
determine (or in the absence of contrary determination, such as
Page 1 of 9 pages
set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the
Corporation shall be entitled to one vote for each full share,
and a fractional vote for each fractional share of stock,
irrespective of the class then standing in his or her name in the
books of the Corporation. On any matter submitted to a vote of
shareholders, all shares of the Corporation then issued and
outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not by class, except (1) when
otherwise expressly provided by the Maryland General Corporation
Law or (2) when required by the Investment Company Act of 1940,
as amended, shares shall be voted by individual class; and (3)
when the matter does not affect any interest of a particular
class, then only shareholders of the affected class or classes
shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have
the following powers, preferences and participating, voting, or
other special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to the class of shares of stock with respect to which such
assets, payments or funds were received by the Corporation for
all purposes, subject only to the rights of creditors, and shall
be so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred
to as "assets belonging to" such class.
Page 2 of 9 pages
(2) The Board of Directors may from time to time
declare and pay dividends or distributions, in stock or in cash,
on any or all classes of stock, the amount of such dividends and
the payment of them being wholly in the discretion of the Board
of Directors.
(I) Dividends or distributions on shares of
any class of stock shall be paid only out of earnings, surplus,
or other lawfully available assets belonging to such class.
(II) Inasmuch as one goal of the corporation
is to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended, or any successor or
comparable statute thereto, and regulations promulgated
thereunder; and inasmuch as the computation of net income and
gains for federal income tax purposes may vary from the
computation thereof on the books of the corporation, the Board of
Directors shall have the power in its discretion to distribute in
any fiscal year as dividends, including designated in whole or in
part as capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the Corporation to
qualify as a regulated investment company and to avoid liability
for the Corporation for federal income tax in respect of that
year.
(3) In the event of the liquidation or
dissolution of the Corporation, shareholders of each class shall
be entitled to receive, as a class, out of the assets of the
Corporation available for distribution to shareholders, but other
than general assets not belonging to any particular class of
stock, the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to the number
of shares of such class held by them and recorded on the books of
the Corporation. In the event that there are any general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(4) The assets belonging to any class of stock
shall be charged with the liabilities in respect to such class,
and shall also be charged with its share of the general
liabilities of the Corporation, in proportion to the asset value
of the respective classes determined as hereinafter set out. The
determination of the Board of Directors shall be conclusive as to
the amount of liabilities, including accrued expenses and
reserves, as to the allocation of the same as to a given class,
and as to whether the same or general assets of the Corporation
are allocable to one or more classes.
(C) Each holder of any class of stock of the
Corporation, who shall surrender his certificate in good delivery
form to the Corporation or who, if the shares in question are not
represented by certificates, shall deliver to the Corporation a
Page 3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to-redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act-of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation
may, in accordance with the Investment Company Act of 1940, as
amended, suspend the right of the holders of any class of stock
of the Corporation to require the Corporation to redeem shares of
such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a
minimum investment which may be made by a stockholder. The Board
of Directors, by resolution and without the vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be less than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The resolution may authorize the Corporation to
close those stockholder accounts not meeting the specified
minimum standards of value by redeeming all of the shares in such
accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption
date, a notice setting forth the minimum account size requirement
and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the
Corporation, who surrenders his certificate in good delivery form
to the Corporation or, if the shares in question are not
represented by certificates, who delivers to the Corporation a
written request in good order signed by the shareholder, shall be
entitled to convert the shares in question on the basis
hereinafter set forth, into shares of stock of any other class of
the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
Page 4 of 9 pages
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and/or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class
of the Corporation's capital stock shall be determined in
accordance with the Investment Company Act of 1940, as amended,
and with generally accepted accounting principles, by adding the
market or appraised value of all securities, cash and other
assets of the Corporation pertaining to that class, subtracting
the liabilities determined by the Board of Directors to be
applicable to that class, and dividing the net result by the
number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined
in good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be
issued to such persons and at such prices from time to time as
the Board of Directors may determine. Such issuance shall be on
a non-assessable basis. No holder of shares of stock shall have
pre-emptive rights and the Corporation shall have the right to
issue and sell to any person or persons and shares of its stock
or any option rights exercisable for, or securities convertible
into shares of its stock without first offering such shares,
rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be seven and shall never be less than
three. The names of the initial Directors are:
Larry D. Armel
Kent W. Gasaway
Stephen S. Soden
Eric T. Jager
Francis C. Rood
William H. Russell
H. David Rybolt
who shall serve until their respective successors are elected and
qualified.
(A) If a vacancy occurs on the Board of Directors by
reason of death, resignation, or otherwise, the Board of
Directors may fill such vacancy for the remainder of the
unexpired term by majority vote of the remaining directors;
Page 5 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders, a
stockholders' meeting shall be called as promptly as possible
and, in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as
follows:
(A) The Corporation may enter into a written contract
or contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
securities and exchange commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more
distributors or agents or both for the sale of the shares of the
Corporation, may allow such person or persons a commission on the
sale of such shares, and may enter into such contract or
contracts with such person or persons as the Board of Directors
of this Corporation in its discretion may deem reasonable and
proper. Any such contract or contracts for the sale of the
shares of this corporation may be made with any person even
though such person may be an officer, other employee, director or
stockholder of this corporation or a corporation, partnership,
trust or association in which any such officer, other employee,
director or stockholder may be interested, or such person may be
the same as that person retained pursuant to the powers granted
in Section (A) of this Article EIGHTH. Each such contract shall
in all respects be consistent with and subject to the
requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
Page 6 of 9 pages
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these articles of incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article
EIGHTH and may receive compensation from the Corporation in as
many capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve the
Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding in which
liability is asserted.
(B) The Corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The Corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The Board of Directors may by Bylaw, resolution or
agreement make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law
in this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment
Page 7 of 9 pages
(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain
insurance on its behalf and on behalf of any person who is or was
a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture,
association or other enterprise against any liability asserted
against him and incurred by him in any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the
Corporation, secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
TWELFTH: The books of the Corporation may be- kept
(subject to any provisions of Maryland law) outside the state of
Maryland at such place or places as may be designated from time
to time by the Board of Directors or in the by-laws of the
Corporation. Elections of directors need not be by ballot unless
the by-laws of the Corporation so provide.
Page 8 of 9 pages
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FIFTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
BUFFALO USA GLOBAL FUND, INC. who executed the foregoing Articles of
Incorporation hereby acknowledges that to the best of his
knowledge the matters and facts set forth herein are true in all
material respects under penalties of perjury.
Dated the 21st day of November, 1994.
/s/John G. Dyer
John G. Dyer
Page 9 of 9 pages
<PAGE>
EX99.23(a)(5)
ARTICLES OF INCORPORATION
OF
BUFFALO SMALL CAP FUND, INC.
FIRST: I, the undersigned, John G. Dyer, whose Post-
Office address is L-36 Route 1, Lake Lotawana, Missouri, 64086,
being at least twenty-one years of age, do, under and by virtue
of the general laws of the state of Maryland authorizing the
formation of corporations, associate myself as Incorporator with
the intention of forming a corporation (hereinafter called the
"Corporation").
SECOND: The name of the Corporation is BUFFALO SMALL CAP
FUND, INC.
THIRD: The purpose for which the Corporation is formed
is to act as an open-end, diversified management investment
company under the Investment Company Act of 1940, as amended, and
to exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations of a similar
character by the general laws of the state of Maryland now or
hereafter in force.
FOURTH: The Post-Office address of the principal office
of the Corporation in this state is C/O the Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland, 21202. The
name of the Resident Agent of the Corporation in this state is
the Corporation Trust Incorporated, a corporation of this state,
and the Post-office address of the Resident Agent is 32 South
Street, Baltimore, Maryland, 21202.
FIFTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
10,000,000 shares of a par value of one dollar ($1.00) per share
and an aggregate par value of $10,000,000. The number of the
shares of stock of each class is such number, if any, of shares
of unissued stock as is classified or reclassified into such
class by the Corporation's Board of Directors pursuant to the
authority contained in Section 2-105 of the Maryland General
Corporation Law as filed by the Corporation as Articles
Supplementary under Section 2-208 of the Maryland General
Corporation Law (or any successor provisions). The Board of
Directors of the Corporation shall have the power to classify or
reclassify unissued shares into one or more classes which
together with the issued shares of stock of the corporation shall
have such designations as the board may determine and (subject to
any applicable rule, regulation or order of the Securities and
Exchange Commission or other applicable law or regulation) shall
have such preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, terms
and conditions of redemption and other characteristics as the
Board may determine (or in the absence of contrary determination,
such as
Page 1 of 9 pages
set forth herein). At any time when there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, the class
may be liquidated by similar means. If the Board so determines,
one or more classes of stock may be treated for all purposes
other than dividends as if all shares of such classes were shares
of one class. The dividends payable to the holders of any class
(subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or any other applicable law or
regulation) shall be determined by the Board and need not be
individually declared, but may be declared and paid in accordance
with a formula adopted by the Board. Each share of a class shall
have equal rights with each other share of that class of stock
with respect to the assets of the Corporation pertaining to that
class. Any fractional shares of capital stock issued by the
corporation shall have proportionately, all the rights of full
shares. Except as otherwise provided herein, all references in
these articles of incorporation to capital stock or class of
stock shall apply without discrimination to the shares of each
class of stock.
(A) The holders of each share of stock of the
Corporation shall be entitled to one vote for each full share,
and a fractional vote for each fractional share of stock,
irrespective of the class then standing in his or her name in the
books of the Corporation. On any matter submitted to a vote of
shareholders, all shares of the Corporation then issued and
outstanding and entitled to vote, irrespective of the class,
shall be voted in the aggregate and not b~ class, except (1) when
otherwise expressly provided by the Maryland General Corporation
Law or (2) when required by the Investment Company Act of 1940,
as amended, shares shall be voted by individual class; and (3)
when the matter does not affect any interest of a particular
class, then only shareholders of the affected class or classes
shall be entitled to vote thereon.
(B) Each class of stock of the Corporation shall have
the following powers, preferences and participating, voting, or
other special rights and the qualifications, restrictions, and
limitations thereof shall be as follows:
(1) All consideration received by the Corporation
for the issue or sale of stock of each class, together with all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof,
and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably
belong to the class of shares of stock with respect to which such
assets, payments or funds were received by the Corporation for
all purposes, subject only to the rights of creditors, and shall
be so handled upon the books of account of the Corporation. Such
assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred
to as "assets belonging to" such class.
Page 2 of 9 pages
(2) The Board of Directors may from
time to time declare and pay dividends or
distributions, in stock or in cash, on any or all
classes of stock, the amount of such dividends and the
payment of them being wholly in the discretion of the
Board of Directors.
(I) Dividends or distributions on
shares of any class of stock shall be paid only out of
earnings, surplus, or other lawfully available assets
belonging to such class.
(II) Inasmuch as one goal of the
corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as
amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder; and
inasmuch as the computation of net income and gains for
federal income tax purposes may vary from the
computation thereof on the books of the corporation,
the Board of Directors shall have the power in its
discretion to distribute in any fiscal year as
dividends, including designated in whole or in part as
capital gain distributions, amounts sufficient, in the
opinion of the Board of Directors, to enable the
Corporation to qualify as a regulated investment
company and to avoid liability for the Corporation for
federal income tax in respect of that year.
(3) In the event of the liquidation or
dissolution of the Corporation, shareholders of each
class shall be entitled to receive, as a class, out of
the assets of the Corporation available for
distribution to shareholders, but other than general
assets not belonging to any particular class of stock,
the assets belonging to such class; and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to
the number of shares of such class held by them and
recorded on the books of the Corporation. In the event
that there are any general assets not belonging to any
particular class of stock and available for
distribution, such distribution shall be made to the
holders of stock of all classes in proportion to the
asset value of the respective classes determined as
hereinafter provided.
(4) The assets belonging to any class
of stock shall be charged with the liabilities in
respect to such class, and shall also be charged with
its share of the general liabilities of the
Corporation, in proportion to the asset value of the
respective classes determined as hereinafter set out.
The determination of the Board of Directors shall be
conclusive as to the amount of liabilities, including
accrued expenses and reserves, as to the allocation of
the same as to a given class, and as to whether the
same or general assets of the Corporation are allocable
to one or more classes.
(C) Each holder of any class of stock of the
Corporation, who shall surrender his certificate in
good delivery form to the Corporation or who, if the
shares in question are not represented by certificates,
shall deliver to the Corporation a
Page 3 of 9 pages
written request in good order signed by the shareholder, shall be
entitled to require the Corporation, to the extent that the class
of stock in question has assets lawfully available therefor and
out of such assets, but not otherwise, to redeem all or any part
of the shares of such stock standing in the name of such holder
on the books of the Corporation, at the net asset value of such
shares, determined in the manner and as of the time, and payable
as provided in the Investment Company Act of 1940, as amended.
The Corporation shall make payment for any such shares to be
redeemed as aforesaid, in cash, or if in the opinion of the Board
of Directors, which shall be conclusive, conditions exist which
make payment wholly in cash unwise or undesirable, the
Corporation may make payment wholly or partly in securities
belonging to the class to provide for such redemption by it of
the shares of such class.
(1) The Board of Directors of the Corporation
may, in accordance with the Investment Company Act of 1940, as
amended, suspend the right of the holders of any class of stock
of the Corporation to require the Corporation to redeem shares of
such class.
(2) The Board of Directors, in the economic best
interest of the Corporation and in order to reduce the
disproportionately burdensome expenses in servicing shareholder
accounts, may from time to time, establish uniform standards with
respect to the minimum value of a stockholder account or a
minimum investment which may be made by a stockho1der. The Board
of Directors, by resolution and without the vote or consent of
stockholders, may require that the aggregate net asset value of a
stockholder account shall not be less than the minimum initial
investment requirement of the Corporation at the time of the
resolution. The reso1ut~on may authorize the Corporation to
close those stockholder accounts not meeting the specified
minimum standards of value by redeeming all of the shares in such
accounts, provided there is mailed to each affected stockholder
account, at least sixty (60) days prior to the planned redemption
date, a notice setting forth the minimum account size requirement
and the date on which the account will be closed if the minimum
size requirement is not met prior to said closing date.
(D) Each holder of any class of stock of the
Corporation, who surrenders his certificate in good delivery form
to the Corporation or, if the shares in question are not
represented by certificates, who delivers to the Corporation a
written request in good order signed by the shareholder, shall be
entitled to convert the shares in question on the basis
hereinafter set forth, into shares of stock of any other class of
the Corporation. The Corporation shall determine the net asset
value, as hereinafter defined, of the shares to be converted and
shall deduct therefrom such conversion cost, hereinafter
described and within five (5) business days after such surrender
and payment, shall issue to the shareholder such number of shares
of stock of the class desired taken at the net asset value
thereof determined in the same manner and at the same time as
that of the shares surrendered, which shall equal the net asset
Page 4 of 9 pages
value of the shares surrendered less conversion cost as
aforesaid. Any amount representing a fraction of a share may be
paid in cash at the option of the Corporation. The conversion
cost above mentioned shall be determined by adding a transaction
charge as determined by the Board of Directors. The transaction
charge may be paid and/or assigned by the Corporation to the
underwriter and/or any other agency, as it may elect. Upon any
conversion taking place, proper transfer shall be made between
the assets belonging to the respective classes of stock. The
Board of Directors may limit this conversion privilege to shares
which have been held for such reasonable period of time as the
Directors may determine.
(E) The aggregate net asset value per share of a class
of the Corporation's capital stock shall be determined in
accordance with the Investment Company Act of 1940, as amended,
and with generally accepted accounting principles, by adding the
market or appraised value of all securities, cash and other
assets of the Corporation pertaining to that class, subtracting
the liabilities determined by the Board of Directors to be
applicable to that class, and dividing the net result by the
number of shares of the class outstanding. Securities and other
investments and assets will be valued at fair value as determined
in good faith by the Board of Directors.
SIXTH: The shares of stock of the Corporation may be
issued to such persons and at such prices from time to time as
the Board of Directors may determine. Such issuance shall be on
a non-assessable basis. No holder of shares of stock shall have
pre-emptive rights and the Corporation shall have the right to
issue and sell to any person or persons and shares of its stock
or any option rights exercisable for, or securities convertible
into shares of its stock without first offering such shares,
rights or securities to the holders of any shares.
SEVENTH: The number of Directors of the Corporation and
their terms of office shall be determined from time to time by
the Directors pursuant to the by-laws of the Corporation. Such
number initially shall be seven and shall never be less than
three. The names of the initial Directors are:
Larry D. Armel
Kent W. Gasaway
Stephen S. Soden
Eric T. Jager
Francis C. Rood
William H. Russell
H. David Rybolt
who shall serve until their respective successors are elected and
qualified.
(A) If a vacancy occurs on the Board of Directors by
reason of death, resignation, or otherwise, the Board of
Directors may fill such vacancy for the remainder of the
unexpired term by majority vote of the remaining directors;
Page 5 of 9 pages
provided that after filling any such vacancy, at least two thirds
of the Directors shall have been elected by the stockholders, and
provided further that if at any time less than a majority of the
Directors then holding office were elected by the stockholders, a
stockholders' meeting shall be called as promptly as possible
and, in any event, within sixty days, for the purpose of electing
Directors to fill existing vacancies.
EIGHTH: The Corporation is expressly empowered as follows:
(A) The Corporation may enter into a written contract
or contracts with any person, including any firm, corporation,
trust, or association in which any officer, other employee,
director or stockholder of this corporation may be interested,
providing for a delegation of the management of all or part of
this corporation's securities portfolio (or portfolios) and also
for the delegation of the performance of administrative corporate
functions, subject always to the direction of the Board of
Directors of this corporation. The compensation payable by this
corporation under such contracts shall be such as is deemed fair
and equitable to both parties by the said Board of Directors.
Each such contract shall in all respects be consistent with and
subject to the requirements of the Investment Company Act of
1940, as amended, as then in effect and regulations of the
securities and exchange commission or any succeeding governmental
authority promulgated thereunder.
(B) The Corporation may appoint one or more
distributors or agents or both for the sale of the shares of the
Corporation, may allow such person or persons a commission on the
sale of such shares, and may enter into such contract or
contracts with such person or persons as the Board of Directors
of this Corporation in its discretion may deem reasonable and
proper. Any such contract or contracts for the sale of the
shares of this corporation may be made with any person even
though such person may be an officer, other employee, director or
stockholder of this corporation or a corporation, partnership,
trust or association in which any such officer, other employee,
director or stockholder may be interested, or such person may be
the same as that person retained pursuant to the powers granted
in Section (A) of this Article EIGHTH. Each such contract shall
in all respects be consistent with and subject to the
requirements of the Investment Company Act of 1940, as amended,
as then in effect and regulations of the Securities and Exchange
Commission or any succeeding governmental authority promulgated
thereunder.
(C) The Corporation may employ such custodian or
custodians for the safekeeping of the property of the corporation
and of its shares, such dividend disbursing agent or agents, and
such transfer agent or agents and registrar or registrars for its
shares, and may make and perform such contracts for the aforesaid
purposes as in the opinion of the Board of Directors of this
Corporation may be reasonable, necessary or proper for the
conduct of the affairs of the Corporation, and may pay the fees
and disbursements of such custodians, dividend disbursing agents,
Page 6 of 9 pages
transfer agents, and registrars out of the income and/or any
other property of the Corporation. Notwithstanding any other
provisions of these articles of incorporation or the by-laws of
the Corporation, the Board of Directors may cause any or all of
the property of the Corporation to be transferred to, or be
acquired and held in the name of, a custodian so appointed or any
nominees of this Corporation or nominee or nominees of such
custodian satisfactory to the Board of Directors of this
Corporation.
(D) The same person, partnership (general or limited),
association, trust or corporation may be employed in any multiple
capacity under subsections (A), (B) and (C) of this article
EIGHTH and may receive compensation from the Corporation in as
many capacities in which such person, partnership (general or
limited), association, trust or corporation shall serve the
Corporation.
NINTH: (A) To the fullest extent that limitations on the
liability of directors and officers are permitted by the Maryland
General Corporation Law, no director or officer of the
Corporation shall have any liability to the Corporation or its
stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a
director or officer of the Corporation whether or not such person
is a director or officer at the time of any proceeding in which
liability is asserted.
(B) The Corporation shall indemnify and advance
expenses to its currently acting and its former directors fully
that indemnification of directors is permitted by the Maryland
General Corporation Law. The Corporation shall indemnify and
advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law.
The Board of Directors may by Bylaw, resolution or agreement make
further provisions for indemnification of directors, officers,
employees and agents fully permitted by the Maryland General
Corporation Law.
(C) No provision of this Article shall be effective to
protect or purport to protect any director or officer of the
Corporation against any liability to the Corporation or its
security holders t6 which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(D) References to the Maryland General Corporation Law
in this Article are to the law as from time to time amended. No
further amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this
Article based on any event, omission or proceeding prior to such
amendment.
Page 7 of 9 pages
(E) Each provision of this Article NINTH shall be
severable from the remainder, and the invalidity of any such
provision shall not affect the validity of the remainder of this
Article NINTH.
TENTH: The Corporation may purchase and maintain insurance
on its behalf and on behalf of any person who is or was a
director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director or officer of
another corporation, partnership, trust, joint venture,
association or other enterprise against any liability asserted
against him and incurred by him in any such capacity.
ELEVENTH: In furtherance, and not in limitation, of the
powers conferred by the laws of the state of Maryland, the Board
of Directors is expressly authorized:
(A) To make, alter or repeal the by-laws of the
Corporation, except where such power is reserved by the by-laws
to the stockholders, and except as otherwise required by the
Investment Company Act of 1940, as amended.
(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholder, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.
(C) To authorize and issue obligations of the
Corporation, secured and unsecured, without assent or vote of the
stockholders, as the Board of Directors may determine, and to
authorize and cause to be executed mortgages and liens upon the
property of the Corporation, real and/or personal, but only to
the extent permitted by the fundamental policies of the
Corporation set out in its registration statement filed with the
Federal Securities and Exchange Commission or any succeeding
governmental authority, pursuant to the Investment Company Act of
1940, as amended.
(D) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the by-laws of the
Corporation.
TWELFTH: The books of the Corporation may be kept (subject
to any provisions of Maryland law) outside the state of Maryland
at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation.
Elections of directors need not be by ballot unless the by-laws
of the Corporation so provide.
Page 8 of 9 pages
THIRTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles
of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
FOURTEENTH: Notwithstanding any provision of Maryland law
requiring more than a majority vote of the common stock in
connection with any corporate action including, but not limited
to, amendment of these Articles of Incorporation, unless
otherwise provided in these Articles of Incorporation the
Corporation may take or authorize such action upon the favorable
vote of the holders of a majority of the outstanding shares of
common stock.
FIFTEENTH: The duration of the Corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned Incorporator of the
BUFFALO SMALL CAP FUND, INC. who executed the foregoing Articles
of Incorporation hereby acknowledges that to the best of his
knowledge the matters and facts set forth herein are true in all
material respects under penalties of perjury.
Dated the 3rd day of October, 1997.
/s/ John G. Dyer
John G. Dyer
Page 9 of 9 pages
EX99.23(b)(1)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
BUFFALO BALANCED FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of April and end on
the last day of March.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate, commodities or futures contracts; (3) underwrite the
securities of other issuers; (4) make loans to any of its
officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make any loan
(the purchase of a security subject to a repurchase agreement or
the purchase of a portion of an issue of publicly distributed
debt securities is not considered the making of a loan); (6)
invest in companies for the purpose of exercising control of
management; (7) purchase securities on margin, or sell securities
short, except that the Fund may write covered call options; (8)
purchase shares of other investment companies except in the open
market at ordinary broker's commission or pursuant to a plan of
merger or consolidation; (9) invest in the aggregate more than 5%
of the value of its gross assets in the securities of issuers
(other than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which,
including predecessors, have not had at least three years'
continuous operations; (10) except for transactions in its shares
or other securities through brokerage practices which are
considered normal and generally accepted under circumstances
existing at the time, enter into dealings with its officers or
directors, its manager or underwriter, or their officers or
directors, or any organization in which such persons have a
financial interest; (11) purchase or retain securities of any
company in which any Fund officers or directors, or Fund manager,
its partner, officer, or director beneficially owns more than 1/2
of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of such company's securities, own in the
aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) temporarily for emergency
or extraordinary purposes, and not for the purpose of leveraging
its investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have asset
coverage of at least 3 to 1; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability; or (15)
purchase any securities which would cause 25% or more of the
Fund's total assets at the time of such purchase to be invested
in any one industry.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate
shall be signed by the president or a vice-president and
countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and shall be sealed with the
corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
<PAGE>
EX99.23(b)(2)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
BUFFALO EQUITY FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of April and end on
the last day of March.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate, commodities or futures contracts; (3) underwrite the
securities of other issuers; (4) make loans to any of its
officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make any loan
(the purchase of a security subject to a repurchase agreement or
the purchase of a portion of an issue of publicly distributed
debt securities is not considered the making of a loan); (6)
invest in companies for the purpose of exercising control of
management; (7) purchase securities on margin, or sell securities
short, except that the Fund may write covered call options; (8)
purchase shares of other investment companies except in the open
market at ordinary broker's commission or pursuant to a plan of
merger or consolidation; (9) invest in the aggregate more than 5%
of the value of its gross assets in the securities of issuers
(other than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which,
including predecessors, have not had at least three years'
continuous operations; (10) except for transactions in its shares
or other securities through brokerage practices which are
considered normal and generally accepted under circumstances
existing at the time, enter into dealings with its officers or
directors, its manager or underwriter, or their officers or
directors, or any organization in which such persons have a
financial interest; (11) purchase or retain securities of any
company in which any Fund officers or directors, or Fund manager,
its partner, officer, or director beneficially owns more than 1/2
of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of such company's securities, own in the
aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) temporarily for emergency
or extraordinary purposes, and not for the purpose of leveraging
its investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have asset
coverage of at least 3 to 1; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability; or (15)
purchase any securities which would cause 25% or more of the
Fund's total assets at the time of such purchase to be invested
in any one industry.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate
shall be signed by the president or a vice-president and
countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and shall be sealed with the
corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
<PAGE>
EX99.23(b)(3)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
BUFFALO HIGH YIELD FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of April and end on
the last day of March.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate, commodities or futures contracts; (3) underwrite the
securities of other issuers; (4) make loans to any of its
officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make any loan
(the purchase of a security subject to a repurchase agreement or
the purchase of a portion of an issue of publicly distributed
debt securities is not considered the making of a loan); (6)
invest in companies for the purpose of exercising control of
management; (7) purchase securities on margin, or sell securities
short, except that the Fund may write covered call options; (8)
purchase shares of other investment companies except in the open
market at ordinary broker's commission or pursuant to a plan of
merger or consolidation; (9) invest in the aggregate more than 5%
of the value of its gross assets in the securities of issuers
(other than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which,
including predecessors, have not had at least three years'
continuous operations; (10) except for transactions in its shares
or other securities through brokerage practices which are
considered normal and generally accepted under circumstances
existing at the time, enter into dealings with its officers or
directors, its manager or underwriter, or their officers or
directors, or any organization in which such persons have a
financial interest; (11) purchase or retain securities of any
company in which any Fund officers or directors, or Fund manager,
its partner, officer, or director beneficially owns more than 1/2
of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of such company's securities, own in the
aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) temporarily for emergency
or extraordinary purposes, and not for the purpose of leveraging
its investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have asset
coverage of at least 3 to 1; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability; or (15)
purchase any securities which would cause 25% or more of the
Fund's total assets at the time of such purchase to be invested
in any one industry.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate
shall be signed by the president or a vice-president and
countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and shall be sealed with the
corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
<PAGE>
EX99.23(b)(4)
AMENDED AND RESTATED BY-LAWS
AS OF NOVEMBER 30, 1996
OF
BUFFALO USA GLOBAL FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of April and end on
the last day of March.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate, commodities or futures contracts; (3) underwrite the
securities of other issuers; (4) make loans to any of its
officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make any loan
(the purchase of a security subject to a repurchase agreement or
the purchase of a portion of an issue of publicly distributed
debt securities is not considered the making of a loan); (6)
invest in companies for the purpose of exercising control of
management; (7) purchase securities on margin, or sell securities
short, except that the Fund may write covered call options; (8)
purchase shares of other investment companies except in the open
market at ordinary broker's commission or pursuant to a plan of
merger or consolidation; (9) invest in the aggregate more than 5%
of the value of its gross assets in the securities of issuers
(other than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which,
including predecessors, have not had at least three years'
continuous operations; (10) except for transactions in its shares
or other securities through brokerage practices which are
considered normal and generally accepted under circumstances
existing at the time, enter into dealings with its officers or
directors, its manager or underwriter, or their officers or
directors, or any organization in which such persons have a
financial interest; (11) purchase or retain securities of any
company in which any Fund officers or directors, or Fund manager,
its partner, officer, or director beneficially owns more than 1/2
of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of such company's securities, own in the
aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) temporarily for emergency
or extraordinary purposes, and not for the purpose of leveraging
its investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have asset
coverage of at least 3 to 1; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability; or (15)
purchase any securities which would cause 25% or more of the
Fund's total assets at the time of such purchase to be invested
in any one industry.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate
shall be signed by the president or a vice-president and
countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and shall be sealed with the
corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
<PAGE>
EX99.23(b)(5)
BY-LAWS
OF
BUFFALO SMALL CAP FUND, INC.
ARTICLE I
FISCAL YEAR AND OFFICES
Section 1. Fiscal Year. Unless otherwise provided by
resolution of the Board of Directors, the fiscal year of the
corporation shall begin on the first day of April and end on
the last day of March.
Section 2. Registered Office. The registered office of the
corporation in Maryland shall be C/O the CORPORATION TRUST,
INCORPORATED, 32 South Street, Baltimore, Maryland, 21202.
Section 3. Other Offices. The corporation shall have a
place of business in the State of Missouri, and the corporation
shall have the power to open additional offices for the conduct
of its business, either within or outside the states of Maryland
and Missouri, at such places as the Board of Directors may from
time to time designate.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
for the election of directors shall be held in such place as the
Board of Directors may by resolution establish. In the absence
of any specific resolution, annual meetings of stockholders shall
be held at the corporation's principal office in the State of
Missouri. Meetings of stockholders for any other purpose may be
held at such place and time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of
stockholders, if held, shall be held at such time during the
month of September as may be fixed by the Board of Directors by
resolution each year. At any annual meeting, the stockholders
shall elect a Board of Directors and transact any other
business which may properly be brought before the meeting. No
annual meeting of stockholders shall be required in any year in
which the only business to be transacted at such meeting does not
require action by stockholders on any one or more of the
following:
(1) the election of directors;
(2) approval of the investment advisory agreement;
(3) ratification of the selection of independent public
accountants;
(4) approval of a distribution agreement.
Section 3. Special Meetings. At any time in the interval
between annual meetings, special meetings of the stockholders may
be called by the president or by a majority of the Board of
Directors and shall be called by the president or secretary upon
written request of the holders of shares entitled to cast not
less than ten percent of all the votes entitled to be cast at
such meeting.
Section 4. Notice. Not less than ten nor more than ninety
days before the date of every annual or special stockholders'
meeting, the secretary shall give to each stockholder entitled to
vote at such meeting written notice stating the time and place of
the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Business transacted at
any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 5. Record Date for Meetings. The Board of
Directors may fix in advance a date not more than ninety days,
nor less than ten days, prior to the date of any annual or
special meeting of the stockholders as a record date for the
determination of the stockholders entitled to receive notice
of, and to vote at any meeting and any adjournment thereof; and
in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be
entitled to receive notice of and to vote only such shares held
and outstanding on such record date that continue to be held and
outstanding at the time of voting.
Section 6. Quorum. At any meeting of stockholders, the
presence in person or by proxy of the holders of a majority of
the aggregate shares of stock at the time outstanding shall
constitute a quorum. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been
transacted at the meeting originally notified.
Section 7. Majority. The vote of the holders of a majority
of the stock having voting power, as measured by the applicable
quorum requirements set forth in Section 6, present in person or
represented by proxy, at a meeting duly called and at which a
quorum is present, shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, unless otherwise required by the Investment Company Act
of 1940, as amended.
Section 8. Voting. Each stockholder shall have one vote
for each full share and a fractional vote for each fractional
share of stock having voting power held by such stockholder on
each matter submitted to a vote at a meeting of stockholders. A
stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless
otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.
Section 9. Inspectors. At any election of directors, the
Board of Directors prior thereto may, or, if they have not so
acted, the chairman of the meeting may, and upon the request of
the holders of ten percent (10%) of the shares entitled to vote
at such election shall, appoint two inspectors of election who
shall first subscribe an oath of affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and
shall after the election make a certificate of the result of the
vote taken. No candidate for the office of director shall be
appointed such inspector. The chairman of the meeting may cause
a vote by ballot to be taken upon any election or matter, and
such vote shall be taken upon the request of the holders of ten
percent (10%) of the stock entitled to vote on such election or
matter.
Section 10. Stockholder List. The officer who has charge
of the stock ledger of the corporation shall, at least ten days
before every election of directors, prepare and make a complete
list of the stockholders entitled to vote at said election,
arranged in alphabetical order, showing the address and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city,
town or village where the election is to be held and
which place shall be specified in the notice of meeting, or if
not specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business of the corporation
shall be managed by its Board of Directors, which may exercise
all powers of the corporation, except such as are by statute, or
the Articles of Incorporation, or by these By-laws conferred upon
or reserved to the stockholders.
Section 2. Number and Term of Office. The number of
directors which shall constitute the whole Board shall be
determined from time to time by the Board of Directors, but
shall not be fewer than three. Each director elected shall hold
office until his successor is elected and qualified. Directors
need not be stockholders.
Section 3. Elections. The Directors shall all be of one
class and shall serve until their respective successors are
elected and qualified.
Section 4. Place of Meeting. Meetings of the Board of
Directors, regular or special, may be held at any place in or out
of the State of Maryland as the Board may from time to time
determine.
Section 5. Quorum. At all meetings of the Board of
Directors a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting
at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is
required for such action by the laws of the State of Maryland,
these By-laws or the Articles of Incorporation or a different
number is required by the Investment Company Act of 1940, as
amended. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. First Meeting. The first meeting of each newly
constituted Board of Directors shall be held as soon as
practicable after the annual meeting of stockholders in each
year, at such time and place as shall be specified in a notice
given as hereinafter provided for meetings of the Board of
Directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board
of Directors may be held without notice at such time and place as
shall from time to time be determined by the Board of Directors.
Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the president on one day's notice
to each director; special meetings shall be called by the
president or secretary in like manner and on like notice on the
written request of two directors.
Section 9. Telephonic Meetings. Regular or special
meetings, except for meetings to approve an investment advisory
agreement or a distribution plan, of the Board of Directors or
any committee thereof, may be held by means of a conference
telephone or similar communications equipment so that all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means constitutes
presence in person at the meeting.
Section 10. Informal Actions. Any action, except approval
of an investment advisory agreement, or a distribution plan,
required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a
meeting, if written consent to such action is signed in one or
more counterparts by all members of the Board or of such
committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 11. Committees. The Board of Directors may by
resolution passed by a majority of the whole Board appoint from
among its members an executive committee and other committees
composed of two or more directors, and may delegate to such
committees, in the intervals between meetings of the Board of
Directors, any or all of the power of the Board of Directors
in the management of the business and affairs of the corporation,
except the power to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholders'
approval. In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member.
Section 12. Action of Committees. The committees shall
keep minutes of their proceedings and shall report the same to
the Board of Directors at the meeting next succeeding, and any
action by committees shall be subject to revision and alteration
by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.
Section 13. Compensation. Any director, whether or not he
is a salaried officer or employee of the corporation, may be
compensated for his services as a director or as a member of a
committee of directors, or as chairman of the Board or chairman
of a committee by fixed or periodic payments or by fees for
attendance at meetings or by both, and in addition may be
reimbursed for transportation and other expenses, all in such
manner and amounts as the Board of Directors may from time to
time determine.
Section 14. Removal. The stockholders of this corporation
may remove any director with or without cause by the affirmative
vote of a majority of all the votes entitled to be cast for the
election of directors.
ARTICLE IV
NOTICES
Section 1. Form. Notices to stockholders shall be in
writing and delivered personally or mailed to the stockholders
at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors need not state the
purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place
or purpose of any meeting of stockholders, directors or committee
is required to be given under the provisions of Maryland law or
under the provisions of the Articles of Incorporation or these
By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or
actual attendance at the meeting of stockholders in person or by
proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
OFFICERS
Section 1. Officers of the Corporation. The officers of
the corporation shall be elected by the Board of Directors and
shall include a president, who shall be a director, a secretary
and a treasurer. The Board of Directors may, from time to time,
elect or appoint a controller, one or more vice-presidents,
assistant secretaries and assistant treasurers. The president
shall preside at meetings of the Board of Directors, unless the
Board of Directors, at its discretion, elects a chairman of the
Board to preside at such meetings. In addition, such chairman
shall perform and execute such executive and administrative
duties and have such powers as the Board of Directors may from
time to time prescribe. Two or more offices may be held by the
same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two
or more officers.
Section 2. Election. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a
president, a secretary and a treasurer.
Section 3. Compensation. The salaries or other
compensation of all officers and agents of the corporation paid
directly by the corporation shall be fixed by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix such salaries
or other compensation.
Section 4. Tenure. The officers of the corporation shall
serve for one year and until the successors are chosen and
qualify. Any officer or agent may be removed by the affirmative
vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served
thereby. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by
the Board of Directors.
Section 5. President. The president, unless the chairman
has been so designated, shall be the chief executive officer of
the corporation. He shall preside at all meetings of the
stockholders and directors and shall see that all orders and
resolutions of the Board are carried into effect. The president
shall also be the chief administrative officer of the
corporation and shall perform such other duties and have such
other powers as the Board of Directors may from time to time
prescribe.
Section 6. Vice-Presidents. The vice-presidents, in the
order of their seniority, shall in the absence or disability of
the president, perform the duties and exercise the powers of the
president and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 7. Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall
perform like duties for any committee when required. In the
absence of the secretary or an assistant secretary, proceedings
of such meetings shall be recorded by a person selected by the
chairman of the meeting. He shall give, or cause to be given,
notice of meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal
of the corporation and, when authorized by the Board of
Directors, affix and attest the same to any instrument
requiring it. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and
to attest the same by affixing his signature.
Section 8. Assistant Secretaries. The assistant
secretaries, in order of their seniority, shall in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.
Section 9. Treasurer. The treasurer, unless another
officer has been so designated, shall be the chief financial
officer of the corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all the corporation's
financial transactions and a report of the financial condition
of the corporation.
Section 10. Controller. The controller shall be under the
direct supervision of the treasurer. He shall maintain adequate
records of all assets, liabilities and transactions of the
corporation, establish and maintain internal accounting control
and, in cooperation with the independent public accountants
selected by the Board of Directors, shall supervise internal
auditing. He shall have such further powers and duties as may
be conferred upon him from time to time by the president or the
Board of Directors.
Section 11. Assistant Treasurers. The assistant
treasurers, in the order of their seniority, shall in the
absence or disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such
other duties as the president or the Board of Directors may
from time to time prescribe.
Section 12. Other Officers. The Board of Directors from
time to time may appoint such other officers and agents as it
shall deem advisable, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The
Board of Directors from time to time may delegate to one or more
officers or agents the power to appoint any such subordinate
officers or agents, except assistant treasurers and to
prescribe the respective rights, terms of office, authorities and
duties.
ARTICLE VI
NET ASSET VALUE
The net asset value per share of stock of the corporation
shall be determined at least once each day at the close of
business on the New York Stock Exchange on each day the New
York Stock Exchange is open for trading. Net asset value shall
be calculated by adding the value of all securities and other
assets of the Fund, deducting its liabilities and dividing by the
number of shares outstanding.
ARTICLE VII
INVESTMENT RESTRICTIONS
The following investment restriction cannot be changed
without the consent of the holders of a majority of the
corporation's outstanding shares of stock; the corporation shall
not:
(1) purchase the securities of any one issuer, except the United
States government, if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the
securities of such issuer exceeds 5% of the value of the Fund's
total assets, or (b) the Fund owns more than 10% of the
outstanding voting securities, or any other class of securities,
of such issuer; (2) engage in the purchase or sale of real
estate, commodities or futures contracts; (3) underwrite the
securities of other issuers; (4) make loans to any of its
officers, directors, or employees, or to its manager, or general
distributor, or officers or directors thereof; (5) make any loan
(the purchase of a security subject to a repurchase agreement or
the purchase of a portion of an issue of publicly distributed
debt securities is not considered the making of a loan); (6)
invest in companies for the purpose of exercising control of
management; (7) purchase securities on margin, or sell securities
short, except that the Fund may write covered call options; (8)
purchase shares of other investment companies except in the open
market at ordinary broker's commission or pursuant to a plan of
merger or consolidation; (9) invest in the aggregate more than 5%
of the value of its gross assets in the securities of issuers
(other than federal, state, territorial, or local governments, or
corporations, or authorities established thereby), which,
including predecessors, have not had at least three years'
continuous operations; (10) except for transactions in its shares
or other securities through brokerage practices which are
considered normal and generally accepted under circumstances
existing at the time, enter into dealings with its officers or
directors, its manager or underwriter, or their officers or
directors, or any organization in which such persons have a
financial interest; (11) purchase or retain securities of any
company in which any Fund officers or directors, or Fund manager,
its partner, officer, or director beneficially owns more than 1/2
of 1% of said company's securities, if all such persons owning
more than 1/2 of 1% of such company's securities, own in the
aggregate more than 5% of the outstanding securities of such
company; (12) borrow or pledge its credit under normal
circumstances, except up to 10% of its gross assets (computed at
the lower of fair market value or cost) temporarily for emergency
or extraordinary purposes, and not for the purpose of leveraging
its investments, and provided further that any borrowing in
excess of 5% of the total assets of the Fund shall have asset
coverage of at least 3 to 1; (13) make itself or its assets
liable for the indebtedness of others; (14) invest in securities
which are assessable or involve unlimited liability; or (15)
purchase any securities which would cause 25% or more of the
Fund's total assets at the time of such purchase to be invested
in any one industry.
ARTICLE VIII
OTHER RESTRICTIONS
Section 1. Dealings. The officers and directors of the
corporation and its investment adviser shall have no dealings for
or on behalf of the corporation with themselves as principal
or agent, or with any corporation, partnership, trust, joint
venture or association in which they have a financial interest,
provided that this section shall not prevent:
(A) Officers or directors of the corporation from
having a financial interest in the corporation, in any sponsor,
manager, investment adviser or promoter of the corporation, or in
any underwriter or securities issued by the corporation.
(B) The purchase of securities for the portfolio of the
corporation, or sale of securities owned by the corporation
through a security dealer, one or more of whose partners,
officers, directors or security holders is an officer or
director of the corporation, provided such transactions are
handled in a brokerage capacity only, and provided commissions
charged do not exceed customary brokerage charges for such
services.
(C) The employment of any legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian having a
partner, officer, director or security holder who is an officer
or director of the corporation; provided only customary fees are
charged for services rendered to or for the benefit of the
corporation.
(D) The purchase for the portfolio of the corporation of
securities issued by an issuer having an officer, director or
security holder who is an officer or director of the corporation
or of any manager of the corporation, unless the retention of
such securities in the portfolio of the corporation would
otherwise be a violation of these By-laws or the Articles of
Incorporation of the corporation.
ARTICLE IX
STOCK
Section 1. Certificates. Each stockholder shall be
entitled to a certificate or certificates which shall certify
the number of shares owned by him in the corporation. Each
certificate
shall be signed by the president or a vice-president and
countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and shall be sealed with the
corporate seal.
Section 2. Signature. When a certificate is signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the corporation and a registrar, the
signature of any such president, vice-president, treasurer,
assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the
certificate is issued, the certificate may nevertheless be issued
by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates.
Notwithstanding the foregoing provisions of this article, the
corporation shall have full power to participate in any program
approved by the Board of Directors providing for the recording
and transfer of ownership of shares of the corporation's
stock by electronic or other means without the issuance of
certificates.
Section 4. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been stolen, lost or destroyed,
upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or
destroyed, or upon other satisfactory evidence of such loss or
destruction. When authorizing such issuance of a new
certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or certificates, or his legal representative to
advertise the same in such manner as it shall require and to give
the corporation a bond with sufficient surety, to the
corporation to indemnify it against any loss or claim that may be
made by reason of the issuance of a new certificate.
Section 5. Registered Stockholders. The corporation shall
be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof,
except, as otherwise provided by the laws of Maryland.
Section 6. Transfer Agents and Registrars. The corporation
may act as its own transfer agent and/or registrar, or it may
delegate those duties to others. The Board of Directors may from
time to time, appoint or remove transfer agents and/or registrars
of stock of the corporation, and it may appoint the same person
as both transfer agent and registrar. Upon any such appointment
being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars or by both and shall
not be valid unless so countersigned. If the same person shall
be both transfer agent and registrar, only countersignature by
such person shall be required.
Section 7. Stock Ledger. The corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each
stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a
reasonable time for visual inspection.
Section 8. Transfers of Stock. The corporation shall
transfer or otherwise change the registration of its issued and
outstanding shares in its stock ledger upon receipt of an
authorization in a form proper and acceptable to it or its duly
appointed agent. To the extent such shares are evidenced by a
certificate or certificates, the surrender of such certificate
properly endorsed shall be required where necessary. Upon
receipt of the transfer instructions in proper order by the
corporation, the corporation shall change its stock ledger
records accordingly and record the transaction upon its books.
ARTICLE X
GENERAL PROVISIONS
Section 1. Dividends. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains"
distributions to satisfy requirements of the Investment Company
Act of 1940, as amended, or the Internal Revenue Code of 1954, as
amended from time to time):
(A) Such dividends, at the election of the
stockholders, may be automatically reinvested in additional
shares (or fractions thereof) of the corporation at the "net
asset value" determined on the reinvestment date fixed by the
Board of Directors.
(B) The Board of Directors in declaring any dividend, may
fix a record date not earlier than the date of declaration or
more than 40 days prior to the date of payment, as of which the
stockholders entitled to receive such dividend shall be
determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares after such record date.
(C) Dividends or distributions on shares of stock
whether payable in stock or cash, shall be paid out of earnings,
surplus or other lawfully available assets; provided that no
dividend payment, or distribution in the nature of a dividend
payment, may be made wholly or partly from any source other than
accumulated, undistributed net income, determined in
accordance with good accounting practice, and not including
profits or losses realized in the sale of securities or other
properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per
share is made from the following sources:
(i) accumulated or undistributed net income not
including profits or losses from the sale of securities or
other properties;
(ii) accumulated undistributed net profits from the
sale of securities or other properties;
(iii) net profits from the sale of securities
or other properties during the then current fiscal year; and
(iv) paid-in surplus or other capital source.
(D) In declaring dividends and in recognition that the one
goal of the corporation is to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, the Board of Directors shall be entitled to rely upon
estimates made in the last two months of the fiscal year as to
the amounts of distribution necessary for this purpose; and the
Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-laws, may
credit receipts and charge payments to income or otherwise, as
it may seem proper.
(E) Any dividends declared, except as aforesaid, shall be
deemed liquidating dividends and the stockholders shall be so
informed to whatever extent may be required by law. A notice
that dividends have been paid from paid-in surplus, or a notice
that dividends have been paid from paid-in capital, shall be
deemed to be a sufficient notice that the same constitutes
liquidating dividends.
(F) Anything in these By-laws to the contrary
notwithstanding, the Board of Directors may at any time declare
and distribute pro rata among the stockholders of a record date
fixed as above, a "stock dividend" out of either
authorized but unissued, or treasury shares of the corporation,
or both.
Section 2. Rights in Securities. The Board of Directors,
on behalf of the corporation, shall have the authority to
exercise all of the rights of the corporation as owners of
any securities which might be exercised by any individual owning
such securities in his own right; including but not limited to,
the rights to vote by proxy for any and all purposes (including
the right to authorize any officer of the manager to
execute proxies), to consent to the reorganization, merger or
consolidation of any company or to consent to the sale, lease or
mortgage of all or substantially all of the property and assets
of any company; and to exchange any of the shares of stock of
any company for shares of stock issued therefor upon any such
reorganization, merger, consolidation, sale, lease or mortgage.
Section 3. Custodianship. Securities owned by the
corporation and cash representing (A) the proceeds from
sales of securities owned by the corporation and of shares issued
by the corporation, (B) payments of principal upon securities
owned by the corporation, or (C) capital distributions in
respect of securities owned by the corporation shall be held by
one or more custodians, as permitted by the Investment Company
Act of 1940, as amended, to be selected by the Board of
Directors. Each bank and/or trust company selected as a
custodian shall be organized and existing under a state
banking and/or trust company law, or shall be a national banking
association incorporated under the laws of the United
States of America and qualified to act as a trust company, and
shall have an aggregate capital, surplus and undivided profits
of not less than $2,000,000. Each custodian shall enter into an
agreement with the corporation to serve as a custodian of such
securities and cash on terms consistent with the provisions of
these By-laws. From the time any such trust company, banking
association or other permissible entity becomes a custodian of
such securities and cash, it shall:
(A) Deliver securities owned by the corporation, only
upon sale of such securities for the account of the corporation
and receipt of payment therefor by the custodian, or when such
securities may be called, redeemed, retired or otherwise become
payable, provided that this provision shall not prevent:
(i) Delivery of securities for examination to the
broker selling the same, in accordance with the "street
delivery" custom, whereby such securities are delivered to
such broker in exchange for a delivery receipt exchanged on
the same day for an uncertified check of such broker to be
presented on the same day for certification.
(ii) Delivery of securities of an issuer in
exchange for or for conversion into, other securities
alone, or cash and other securities, pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment of the securities of such
issuer or for deposit with a reorganization committee or
protective committee, pursuant to a deposit agreement.
(iii) The conversion by the custodian of
securities owned by the corporation, pursuant to the
provisions of such securities into other securities.
(iv) The surrender by the custodian of warrants,
rights or similar securities owned by the corporation in the
exercise of such warrants, rights or similar securities, or
the surrender of interim receipts or temporary securities
for definitive securities.
(v) The delivery of securities as collateral on
borrowing affected by the corporation, subject to the
limitations of Article VII of these By-laws.
(vi) The delivery of securities owned by the
corporation, as a complete or partial redemption in
kind of securities issued by the corporation.
(B) Deliver funds on the corporation only upon the purchase
of securities for the portfolio of the corporation, and the
delivery of such securities to the custodian; provided always,
that such limitation shall not prevent the release of funds by
the custodian for redemption of shares issued by the corporation,
for payment of interest, dividend disbursements, taxes,
management fees, custodian fees, other operating expenses
properly authorized by an officer or officers as required by the
custodian agreement, payments in connection with conversion,
exchange or surrender of securities owned by the corporation (as
set forth in Subsection A of this Section) and for
organizational and such other obligations as approved by the
Board of Directors certified in writing.
(C) Upon the resignation or inability of a custodian to
serve as custodian of the assets of the corporation, the
corporation shall use its best efforts to obtain a successor
custodian, to require that the cash and securities owned by the
corporation be delivered directly to such successor custodian
and, in the event that no such successor can be found, to submit
to the stockholders -- before permitting delivery of the cash and
securities owned by the corporation to anyone other than a
successor custodian -- the question of whether the corporation
shall be liquidated or shall function without such custodian.
(D) Nothing hereinbefore contained shall prevent any
such custodian from delivering assets of the corporation to a
successor custodian having the qualifications hereinabove
prescribed.
(E) No directors, officers, employees or agents of the
corporation shall be authorized or permitted to withdraw any
assets held by the custodian, except as permitted in this Article
X and in the Custodian Agreement. Directions, notices or
instructions to the custodian, with respect to delivery of
securities, payment of cash or otherwise, shall be given by such
officer or officers and/or such person or persons, and in such
manner, as the Board of Directors may from time to time
designate.
Section 4. Reports. The corporation shall transmit to the
stockholders, at least semiannually, a report of the operations
of the corporation based at least annually upon an audit by
independent public accountants. Said report shall clearly set
forth the information customarily furnished in a balance
sheet and profit and loss statement, and in addition, shall
clearly set forth a statement of all amounts paid directly
to securities dealers, legal counsel, transfer agents,
disbursing agents, registrars, custodians or trustees, where
such payments are made to a firm, corporation, bank or trust
company having an officer, director or partner who is also an
officer or director of this corporation. A copy or copies, of
all reports submitted to the stockholders of this corporation
shall also be sent, as required to the regulatory agencies of
the United States of America and the states in which the
securities of this corporation are registered and sold.
Section 5. Bonding of Officers and Employees. All officers
and employees of the corporation shall be bonded to such extent,
and in such manner, as may be required by law.
Section 6. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended, repealed or restated at
any regular or special meeting of the Board of Directors,
provided that the provisions of Article VII may not be altered,
amended, repealed or restated without the consent of a majority
of the holders of the corporation's outstanding common stock (as
defined in the Investment Company Act of 1940, as amended, and
the corporation's Articles of Incorporation) and provided further
that the right of the Board of Directors to alter, amend, repeal
or restate and the procedures therefor meet the requirements of
the Investment Company Act of 1940, as amended, if any.
EX99.23(c)
A MARYLAND CORPORATION
BUFFALO BALANCED FUND, INC.
Common Stock Par Value, $1.00 Per Share
THIS CERTIFIES THAT ________________________________________________ is
the registered holder of ______________________________________________ Shares
of
BUFFALO BALANCED FUND, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.
- ------------------------------ ----------------------------
Secretary President
Registered and Countersigned
By ________________________________
Authorized Person
<PAGE>
DEMAND FOR REDEMPTION
THE UNDERSIGNED SHAREHOLDER hereby surrenders to the Corporation this
certificate and the shares evidenced thereby and demands redemption in
accordance with the provisions of Article ______ of the Articles of
Incorporation and as described in the Prospectus.
_____________________, 19__ ---------------------------------------
Date Shareholder
- --------------------------------
Witness
THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
FOR SIGNATURE GUARANTEE REQUIREMENTS
ASSIGNMENT
For Value Received, _______ hereby
sell, assign and transfer unto
- ---------------------------------------------
- ---------------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------------
Attorney to transfer the said Shares on
the Books of the within named Corporation
with full powers of substitution in the premises.
Dated _____________________, 19__
In the presence of
----------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
CUSIP 119428-10-0
COM
<PAGE>
EX99.23(c)
A MARYLAND CORPORATION
BUFFALO EQUITY FUND, INC.
Common Stock Par Value, $1.00 Per Share
THIS CERTIFIES THAT ________________________________________________ is
the registered holder of ______________________________________________ Shares
of
BUFFALO EQUITY FUND, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.
- ------------------------------ ----------------------------
Secretary President
Registered and Countersigned
By ________________________________
Authorized Person
<PAGE>
DEMAND FOR REDEMPTION
THE UNDERSIGNED SHAREHOLDER hereby surrenders to the Corporation this
certificate and the shares evidenced thereby and demands redemption in
accordance with the provisions of Article ______ of the Articles of
Incorporation and as described in the Prospectus.
_____________________, 19__ ---------------------------------------
Date Shareholder
- --------------------------------
Witness
THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
FOR SIGNATURE GUARANTEE REQUIREMENTS
ASSIGNMENT
For Value Received, _______ hereby
sell, assign and transfer unto
- ---------------------------------------------
- ---------------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------------
Attorney to transfer the said Shares on
the Books of the within named Corporation
with full powers of substitution in the premises.
Dated _____________________, 19__
In the presence of
----------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
CUSIP 119528-10-7
COM
<PAGE>
EX99.23(c)
A MARYLAND CORPORATION
BUFFALO USA GLOBAL FUND, INC.
Common Stock Par Value, $1.00 Per Share
THIS CERTIFIES THAT ________________________________________________ is
the registered holder of ______________________________________________ Shares
of
BUFFALO USA GLOBAL FUND, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.
- ------------------------------ ----------------------------
Secretary President
Registered and Countersigned
By ________________________________
Authorized Person
<PAGE>
DEMAND FOR REDEMPTION
THE UNDERSIGNED SHAREHOLDER hereby surrenders to the Corporation this
certificate and the shares evidenced thereby and demands redemption in
accordance with the provisions of Article ______ of the Articles of
Incorporation and as described in the Prospectus.
_____________________, 19__ ---------------------------------------
Date Shareholder
- --------------------------------
Witness
THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
FOR SIGNATURE GUARANTEE REQUIREMENTS
ASSIGNMENT
For Value Received, _______ hereby
sell, assign and transfer unto
- ---------------------------------------------
- ---------------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------------
Attorney to transfer the said Shares on
the Books of the within named Corporation
with full powers of substitution in the premises.
Dated _____________________, 19__
In the presence of
----------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
CUSIP 119826-10-5
COM
<PAGE>
EX99.23(c)
A MARYLAND CORPORATION
BUFFALO HIGH YIELD FUND, INC.
Common Stock Par Value, $1.00 Per Share
THIS CERTIFIES THAT ________________________________________________ is
the registered holder of ______________________________________________ Shares
of
BUFFALO HIGH YIELD FUND, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.
- ------------------------------ ----------------------------
Secretary President
Registered and Countersigned
By ________________________________
Authorized Person
<PAGE>
DEMAND FOR REDEMPTION
THE UNDERSIGNED SHAREHOLDER hereby surrenders to the Corporation this
certificate and the shares evidenced thereby and demands redemption in
accordance with the provisions of Article ______ of the Articles of
Incorporation and as described in the Prospectus.
_____________________, 19__ ---------------------------------------
Date Shareholder
- --------------------------------
Witness
THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
FOR SIGNATURE GUARANTEE REQUIREMENTS
ASSIGNMENT
For Value Received, _______ hereby
sell, assign and transfer unto
- ---------------------------------------------
- ---------------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------------
Attorney to transfer the said Shares on
the Books of the within named Corporation
with full powers of substitution in the premises.
Dated _____________________, 19__
In the presence of
----------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
CUSIP 119539-10-4
COM
<PAGE>
EX99.23(c)
A MARYLAND CORPORATION
BUFFALO SMALL CAP FUND, INC.
Common Stock Par Value, $1.00 Per Share
THIS CERTIFIES THAT ________________________________________________ is
the registered holder of ______________________________________________ Shares
of
BUFFALO SMALL CAP FUND, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ___________day of _____________________A.D. 19__.
- ------------------------------ ----------------------------
Secretary President
Registered and Countersigned
By ________________________________
Authorized Person
<PAGE>
DEMAND FOR REDEMPTION
THE UNDERSIGNED SHAREHOLDER hereby surrenders to the Corporation this
certificate and the shares evidenced thereby and demands redemption in
accordance with the provisions of Article ______ of the Articles of
Incorporation and as described in the Prospectus.
_____________________, 19__ ---------------------------------------
Date Shareholder
- --------------------------------
Witness
THE SHAREHOLDER SHOULD REFER TO THE PROSPECTUS
FOR SIGNATURE GUARANTEE REQUIREMENTS
ASSIGNMENT
For Value Received, _______ hereby
sell, assign and transfer unto
- ---------------------------------------------
- ---------------------------------------------
Shares represented by the within Certificate,
and do hereby irrevocably constitute and
appoint -------------------------------------
Attorney to transfer the said Shares on
the Books of the within named Corporation
with full powers of substitution in the premises.
Dated _____________________, 19__
In the presence of
----------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
CUSIP 119804-10-2
COM
EX99.23(d)(1)(i)
MANAGEMENT AGREEMENT
between
JONES & BABSON, INC.
and
BUFFALO BALANCED FUND, INC.
THIS AGREEMENT, made and entered into this 12th day of August,
1994, by and between BUFFALO BALANCED FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") JONES &
BABSON, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager for
the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the business
of supplying investment advice and management service to the
Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises herein
contained, and other good and valuable consideration, receipt of
which is hereby acknowledged, it is mutually agreed and
contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the Fund
by the Manager under the provisions of this Agreement, the Fund
agrees to pay semimonthly to the Manager an annual fee based on
the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be rendered
by the Manager to the Fund under the provisions of the Agreement
are not to be deemed exclusive, and the Manager shall be free to
render similar or different services to others so long as its
ability to render the services provided for in this Agreement
shall not be impaired thereby.
4. It is understood and agreed that the Directors, officers,
agents, employees and shareholders of the Fund may be interested
in the Manager as owners, employees, agents or otherwise, and
that owners, employees and agents of the Manager may be
interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors 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. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will provide
in its investment counsel agreement with KORNITZER CAPTIAL
MANAGEMENT, INC. for the right of the Fund to use the name
"Buffalo" as part of its name, so long as KORNITZER CAPTIAL
MANAGEMENT, INC., or any successor in interest, continues as an
investment counsel to the Manager. However, nothing herein shall
prohibit the right of Mr. Kornitzer, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
KORNITZER CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate KORNITZER CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either JONES & BABSON, INC.
or KORNITZER CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with KORNITZER CAPITAL MANAGEMENT,
INC. or Mr. Kornitzer. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by KORNITZER CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of KORNITZER CAPITAL MANAGEMENT,
INC., or its successor, by JONES & BABSON, INC. or its successor.
8. The agreement between JONES & BABSON, INC. and KORNITZER
CAPITAL MANAGEMENT, INC. also shall provide that, although it is
not anticipated, there may occur some unforeseen reason which
would prohibit KORNITZER CAPITAL MANAGEMENT, INC., as a matter of
reasonable business necessity, continuing as an investment
counsel to JONES & BABSON, INC. Should such circumstances occur,
KORNITZER CAPITAL MANAGEMENT, INC., or its successor may elect to
terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue JONES & BABSON, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC., Mr. Kornitzer or JONES &
BABSON, INC.
9. It is further agreed that the provisions of Paragraphs 7 and
8 shall inure to the benefit of KORNIZTER CAPITAL MANAGEMENT,
INC. and may be imposed by it or any successor in interest as if
it or such successor in interest were parties to this Agreement.
10. The Manager shall not be liable for any error in judgment or
mistake at law for any loss suffered by the Fund in connection
with any matters to which this Agreement relates, except that
nothing herein contained shall be construed to protect the
Investment Manager against any liability by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties or by reckless disregard of its obligations or duties
under this Agreement.
11. This Agreement may not be amended, transferred, assigned,
sold or in any manner hypothecated or pledged nor may any new
Agreement become effective without affirmative vote or written
consent of the holders of a majority of the shares of the Fund.
BUFFALO BALANCED FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
<PAGE>
EX99.23(d)(1)(ii)
MANAGEMENT AGREEMENT
between
JONES & BABSON, INC.
and
BUFFALO EQUITY FUND, INC.
THIS AGREEMENT, made and entered into this 19th day of May,
1995, by and between BUFFALO EQUITY FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") JONES &
BABSON, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors 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. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with KORNITZER
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as KORNITZER
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of Mr. Kornitzer, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
KORNITZER CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate KORNITZER CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either JONES & BABSON, INC.
or KORNITZER CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with KORNITZER CAPITAL MANAGEMENT,
INC. or Mr. Kornitzer. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by KORNITZER CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of KORNITZER CAPITAL MANAGEMENT,
INC., or its successor, by JONES & BABSON, INC. or its successor.
8. The agreement between JONES & BABSON, INC. and
KORNITZER CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit KORNITZER CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to JONES & BABSON, INC. Should such
circumstances occur, KORNITZER CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue JONES & BABSON, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC., Mr. Kornitzer or JONES &
BABSON, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO EQUITY FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
<PAGE>
EX99.23(d)(1)(iii)
MANAGEMENT AGREEMENT
between
JONES & BABSON, INC.
and
BUFFALO HIGH YIELD FUND, INC.
THIS AGREEMENT, made and entered into this 19th day of May,
1995, by and between BUFFALO HIGH YIELD FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") JONES &
BABSON, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors 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. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with KORNITZER
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as KORNITZER
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of Mr. Kornitzer, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
KORNITZER CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate KORNITZER CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either JONES & BABSON, INC.
or KORNITZER CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with KORNITZER CAPITAL MANAGEMENT,
INC. or Mr. Kornitzer. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by KORNITZER CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of KORNITZER CAPITAL MANAGEMENT,
INC., or its successor, by JONES & BABSON, INC. or its successor.
8. The agreement between JONES & BABSON, INC. and
KORNITZER CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit KORNITZER CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to JONES & BABSON, INC. Should such
circumstances occur, KORNITZER CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue JONES & BABSON, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC., Mr. Kornitzer or JONES &
BABSON, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO HIGH YIELD FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
<PAGE>
EX99.23(d)(1)(iv)
MANAGEMENT AGREEMENT
between
JONES & BABSON, INC.
and
BUFFALO USA GLOBAL FUND, INC.
THIS AGREEMENT, made and entered into this 19th day of May,
1995, by and between BUFFALO USA GLOBAL FUND, INC. (a Maryland
corporation, hereinafter referred to as the "Fund") JONES &
BABSON, INC., a corporation organized under the laws of the State
of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1996, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors 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. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with KORNITZER
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as KORNITZER
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of Mr. Kornitzer, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
KORNITZER CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate KORNITZER CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either JONES & BABSON, INC.
or KORNITZER CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with KORNITZER CAPITAL MANAGEMENT,
INC. or Mr. Kornitzer. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by KORNITZER CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of KORNITZER CAPITAL MANAGEMENT,
INC., or its successor, by JONES & BABSON, INC. or its successor.
8. The agreement between JONES & BABSON, INC. and
KORNITZER CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit KORNITZER CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to JONES & BABSON, INC. Should such
circumstances occur, KORNITZER CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue JONES & BABSON, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC., Mr. Kornitzer or JONES &
BABSON, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO USA GLOBAL FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
<PAGE>
EX99.23(d)(1)(v)
MANAGEMENT AGREEMENT
between
JONES & BABSON, INC.
and
BUFFALO SMALL CAP FUND, INC.
THIS AGREEMENT, made and entered into this 14th day of
April, 1998, by and between BUFFALO SMALL CAP FUND, INC. (a
Maryland corporation, hereinafter referred to as the "Fund")
JONES & BABSON, INC., a corporation organized under the laws of
the State of Missouri (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.
WHEREAS the Fund was founded and incorporated by the Manager
for the purpose of engaging in the business of investing and
reinvesting its property and assets and to operate as an open-
end, diversified, management investment company, as defined in
the Investment Company Act of 1940, as amended ("Act"), under
which it is registered with the Securities and Exchange
Commission, and
WHEREAS the Manager was formed for and is engaged in the
business of supplying investment advice and management service to
the Fund, as an independent contractor, and
WHEREAS the Fund Manager desires to enter into a contractual
arrangement whereby the Manager provides investment advice and
management service to the Fund for a fee,
NOW THEREFORE, in consideration of the mutual promises
herein contained, and other good and valuable consideration,
receipt of which is hereby acknowledged, it is mutually agreed
and contracted by and between the parties hereto that:
1. The Fund hereby employs the Manager, for the period set
forth in Paragraph 5 hereof, and on the terms set forth herein,
to render investment advice and management service to the Fund,
subject to the supervision and direction of the Board of
Directors of the Fund. The Manager hereby accepts such employment
and agrees, during such period, to render the services and assume
the obligations herein set forth, for the compensation herein
provided. The Manager shall, for all purposes herein, be deemed
to be an independent contractor, and shall, except as provided in
the Underwriting Agreement between the Manager and the Fund or
unless otherwise expressly provided and authorized, have no
authority to act for or represent the Fund in any way, or in any
other way be deemed an agent of the Fund.
The Manager shall furnish the Fund investment management and
administrative services. Investment management shall include
analysis, research and portfolio recommendations consistent with
the Fund's objectives and policies. Administrative services shall
include the services and compensation of such members of the
Manager's organization as shall be duly elected officers and/or
Directors of the Fund and such other personnel as shall be
necessary to carry out its normal operations; fees of the
independent Directors, the custodian, the independent public
accountant and legal counsel (but not legal and audit fees and
other costs in contemplation of or arising out of litigation or
administrative actions to which the Fund, its officers or
Directors are a party or incurred in anticipation of becoming a
party); rent; the cost of a transfer and dividend disbursing
agent or similar in-house services; bookkeeping; accounting; and
all other clerical and administrative functions as may be
reasonable and necessary to maintain the Fund's records and for
it to operate as an open-end management investment company.
Exclusive of the management fee, the Fund shall bear the cost of
any interest, taxes, dues, fees and other charges of governments
and their agencies, including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage commissions or any
other expenses incurred by it which are not assumed herein by
the Manager.
All property, equipment and information used by the Manager
in the management and administration of the Fund shall belong to
the Manager. Should the management and administrative
relationship between the Fund and the Manager terminate, the Fund
shall be entitled to, and the Manager shall provide the Fund, a
copy of all information and records in the Manager's file
necessary for the Fund to continue its functions, which shall
include computer systems and programs in use as of the date of
such termination; but nothing herein shall prohibit thereafter
the use of such information, systems or programs by the Manager,
so long as such does not unfairly interfere with the continued
operation of the Fund.
2. As compensation for the services to be rendered to the
Fund by the Manager under the provisions of this Agreement, the
Fund agrees to pay semimonthly to the Manager an annual fee based
on the average total net assets of the Fund computed daily in
accordance with its Certificate of Incorporation and By-Laws as
follows:
a. one percent (1%) of the average total net assets of
the Fund.
b. Should the Fund's normal operating expenses
exclusive of taxes, interest, brokerage commission and
extraordinary costs exceed limits established by any law, rule or
regulation of any jurisdiction in which the Fund's shares are
registered for sale, the Manager shall reimburse the Fund in the
amount of the excess.
3. It is understood and agreed that the services to be
rendered by the Manager to the Fund under the provisions of the
Agreement are not to be deemed exclusive, and the Manager shall
be free to render similar or different services to others so long
as its ability to render the services provided for in this
Agreement shall not be impaired thereby.
4. It is understood and agreed that the Directors,
officers, agents, employees and shareholders of the Fund may be
interested in the Manager as owners, employees, agents or
otherwise, and that owners, employees and agents of the Manager
may be interested in the Fund as shareholders or otherwise. It is
understood and agreed that shareholders, officers, Directors and
other personnel of the Manager are and may continue to be
officers and Directors of the Fund, but that they receive no
remuneration from the Fund solely for acting in those capacities.
5. This Agreement shall become effective pursuant to its
approval by the Fund's Board of Directors and by the vote of a
majority of the outstanding shares of the Fund as prescribed by
the Act. It shall remain in force through the 31st day of
October, 1998, and thereafter may be renewed for successive
periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the
Board of Directors or by vote of a majority of the outstanding
shares of the Fund as prescribed by the Act, and only if the
terms and the renewal of this Agreement have been approved by a
vote of a majority of the Directors of the Fund including a
majority of the Directors 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. No amendment
to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding
shares of the Fund as prescribed by the Act and by vote of a
majority of the Directors of the Fund 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.
It shall be the duty of the Directors of the Fund to request and
evaluate, and the duty of the Manager to furnish, such
information as may reasonably be necessary to evaluate the terms
of this Agreement and any amendment thereto. This Agreement may
be terminated at any time, without the payment of any penalty, by
the Directors of the Fund, or by the vote of a majority of the
outstanding voting shares of the Fund as prescribed by the Act on
not more than sixty days written notice to the Manager, and it
may be terminated by the Manager upon not less than sixty days
written notice to the Fund. It shall terminate automatically in
the event of its assignment by either party unless the parties
hereby, by agreement, obtain an exemption from the Securities and
Exchange Commission from the provisions of the Act pertaining to
the subject matter of this paragraph. Any notice, request or
instruction provided for herein, or for the giving of which, the
occasion may arise hereunder, shall be deemed duly given, if in
writing and mailed by registered mail, postage prepaid, addressed
to the regular executive office of the Fund or the Manager, as
the case may be. As used in this Agreement, the terms
"assignment", "a majority of the outstanding voting shares" and
"interested persons" shall have the same meaning as similar terms
contained in the Act.
6. It is specifically provided in this Agreement that the
Manager is to secure the services of KORNIZTER CAPTIAL
MANAGEMENT, INC. of Shawnee Mission, Kansas (at the sole expense
of the Manager), as its Investment Counsel to furnish advice and
recommendations with respect to the purchase and sale of
securities and the making of portfolio commitments; to place at
the disposal of the Manager such statistical information as may
reasonably be required and in general to superintend the
investments of the Fund, subject to the control and approval of
the Board of Directors of the Manager and the Board of Directors
of the Fund.
7. As a condition of this agreement, the Manager will
provide in its investment counsel agreement with KORNITZER
CAPTIAL MANAGEMENT, INC. for the right of the Fund to use the
name "Buffalo" as part of its name, so long as KORNITZER
CAPTIAL MANAGEMENT, INC., or any successor in interest, continues
as an investment counsel to the Manager. However, nothing herein
shall prohibit the right of Mr. Kornitzer, or KORNIZER CAPITAL
MANAGEMENT, INC. from granting to another investment company with
KORNITZER CAPITAL MANAGEMENT, INC. as its investment counsel, and
which has investment objectives and policies different from those
of the Fund, to use in its name the name "Buffalo". Should the
Fund terminate KORNITZER CAPITAL MANAGEMENT, INC. or its
successor as its investment counsel, either JONES & BABSON, INC.
or KORNITZER CAPITAL MANAGEMENT, INC. or their respective
successors in interest, may elect to notify the Fund in writing
that permission to use the name "Buffalo" has been withdrawn,
whereupon the Fund, its officers, directors and shareholders,
expressly agree to take all necessary corporate action and to
proceed expeditiously to change the name of the Fund and not use
any other name or take any other action which would indicate the
Fund's continued association with KORNITZER CAPITAL MANAGEMENT,
INC. or Mr. Kornitzer. If the use of the name "Buffalo" is so
withdrawn as aforesaid, the Fund, its officers, directors and
shareholders, understand and agree that there shall be no
limitation with respect to the future use of the name "Buffalo"
by KORNITZER CAPITAL MANAGEMENT, INC. or its successor in
interest, or with the permission of KORNITZER CAPITAL MANAGEMENT,
INC., or its successor, by JONES & BABSON, INC. or its successor.
8. The agreement between JONES & BABSON, INC. and
KORNITZER CAPITAL MANAGEMENT, INC. also shall provide that,
although it is not anticipated, there may occur some unforeseen
reason which would prohibit KORNITZER CAPITAL MANAGEMENT, INC.,
as a matter of reasonable business necessity, continuing as an
investment counsel to JONES & BABSON, INC. Should such
circumstances occur, KORNITZER CAPITAL MANAGEMENT, INC., or its
successor may elect to terminate its services, even though the
Fund would want to continue to use the name "Buffalo" and
continue JONES & BABSON, INC., or its successor, as manager.
Upon receipt of such written notice, the Fund, its officers,
directors and shareholders, agree to take all necessary cooperate
action and proceed expeditiously to change the name of the Fund
not later than one year after the effective date of the
termination notice, and not use any other name or take any other
action which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC., Mr. Kornitzer or JONES &
BABSON, INC.
9. It is further agreed that the provisions of Paragraphs
7 and 8 shall inure to the benefit of KORNIZTER CAPITAL
MANAGEMENT, INC. and may be imposed by it or any successor in
interest as if it or such successor in interest were parties to
this Agreement.
10. The Manager shall not be liable for any error in
judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates,
except that nothing herein contained shall be construed to
protect the Investment Manager against any liability by reason of
willful misfeasance, bad faith or gross negligence in the
performance of duties or by reckless disregard of its obligations
or duties under this Agreement.
11. This Agreement may not be amended, transferred,
assigned, sold or in any manner hypothecated or pledged nor may
any new Agreement become effective without affirmative vote or
written consent of the holders of a majority of the shares of the
Fund.
BUFFALO SMALL CAP FUND, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
Larry D. Armel
ATTEST:
/s/Martin A. Cramer
Martin A. Cramer
EX99.23(d)(2)(i)
INVESTMENT COUNSEL AGREEMENT
between
JONES & BABSON, INC.
and
KORNITZER CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between JONES & BABSON, INC., a
Missouri corporation with its principal office at Three Crown
Center, 2440 Pershing Road, Kansas City, Missouri 64108
(hereinafter referred to as the "Manager") and KORNITZER CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal office
at KCM Building, Shawnee Mission, Kansas 66201-0918 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO EQUITY FUND, INC. ("Fund") of concurrent date to
provide management services, including investment advisory
services, the Manager desires the assistance of the Investment
Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of JONES &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement for successive periods not exceeding one year only so
long as such renewal and continuance is specifically approved at
least annually by the Board of Directors of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel shall be free to render
similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be
impaired thereby, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and JONES & BABSON, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as KORNITZER CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate KORNITZER CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
KORNITZER CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with JONES & BABSON, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with KORNITZER CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by KORNITZER
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit KORNITZER CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, KORNITZER CAPITAL MANAGEMENT, INC., or its successor may
elect to terminate its services, even though the Fund would want
to continue to use the name "Buffalo" and continue KORNITZER
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and JONES & BABSON, INC.,
for the benefit of KORNITZER CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
KORNITZER CAPITAL MANAGEMENT, INC.
By /s/John C. Kornitzer
ATTEST:
By /s/Tina D. Hatcher
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(d)(2)(ii)
INVESTMENT COUNSEL AGREEMENT
between
JONES & BABSON, INC.
and
KORNITZER CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between JONES & BABSON, INC., a
Missouri corporation with its principal office at Three Crown
Center, 2440 Pershing Road, Kansas City, Missouri 64108
(hereinafter referred to as the "Manager") and KORNITZER CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal office
at KCM Building, Shawnee Mission, Kansas 66201-0918 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO EQUITY FUND, INC. ("Fund") of concurrent date to
provide management services, including investment advisory
services, the Manager desires the assistance of the Investment
Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of JONES &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement for successive periods not exceeding one year only so
long as such renewal and continuance is specifically approved at
least annually by the Board of Directors of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel shall be free to render
similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be
impaired thereby, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and JONES & BABSON, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as KORNITZER CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate KORNITZER CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
KORNITZER CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with JONES & BABSON, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with KORNITZER CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by KORNITZER
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit KORNITZER CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, KORNITZER CAPITAL MANAGEMENT, INC., or its successor may
elect to terminate its services, even though the Fund would want
to continue to use the name "Buffalo" and continue KORNITZER
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and JONES & BABSON, INC.,
for the benefit of KORNITZER CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
KORNITZER CAPITAL MANAGEMENT, INC.
By /s/John C. Kornitzer
ATTEST:
By /s/Tina D. Hatcher
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(d)(2)(iii)
INVESTMENT COUNSEL AGREEMENT
between
JONES & BABSON, INC.
and
KORNITZER CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between JONES & BABSON, INC., a
Missouri corporation with its principal office at Three Crown
Center, 2440 Pershing Road, Kansas City, Missouri 64108
(hereinafter referred to as the "Manager") and KORNITZER CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal office
at KCM Building, Shawnee Mission, Kansas 66201-0918 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO HIGH YIELD FUND, INC. ("Fund") of concurrent
date to provide management services, including investment
advisory services, the Manager desires the assistance of the
Investment Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of JONES &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement for successive periods not exceeding one year only so
long as such renewal and continuance is specifically approved at
least annually by the Board of Directors of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel shall be free to render
similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be
impaired thereby, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and JONES & BABSON, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as KORNITZER CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate KORNITZER CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
KORNITZER CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with JONES & BABSON, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with KORNITZER CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by KORNITZER
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit KORNITZER CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, KORNITZER CAPITAL MANAGEMENT, INC., or its successor may
elect to terminate its services, even though the Fund would want
to continue to use the name "Buffalo" and continue KORNITZER
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and JONES & BABSON, INC.,
for the benefit of KORNITZER CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
KORNITZER CAPITAL MANAGEMENT, INC.
By /s/John C. Kornitzer
ATTEST:
By /s/Tina D. Hatcher
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(d)(2)(iv)
INVESTMENT COUNSEL AGREEMENT
between
JONES & BABSON, INC.
and
KORNITZER CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between JONES & BABSON, INC., a
Missouri corporation with its principal office at Three Crown
Center, 2440 Pershing Road, Kansas City, Missouri 64108
(hereinafter referred to as the "Manager") and KORNITZER CAPITAL
MANAGEMENT, INC., a Kansas corporation with its principal office
at KCM Building, Shawnee Mission, Kansas 66201-0918 (hereinafter
referred to as the "Investment Counsel"), is made pursuant to the
approval and direction of the parties' respective Board of
Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO USA GLOBAL FUND, INC. ("Fund") of concurrent
date to provide management services, including investment
advisory services, the Manager desires the assistance of the
Investment Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of JONES &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1996. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement for successive periods not exceeding one year only so
long as such renewal and continuance is specifically approved at
least annually by the Board of Directors of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel shall be free to render
similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be
impaired thereby, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and JONES & BABSON, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as KORNITZER CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate KORNITZER CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
KORNITZER CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with JONES & BABSON, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with KORNITZER CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by KORNITZER
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit KORNITZER CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, KORNITZER CAPITAL MANAGEMENT, INC., or its successor may
elect to terminate its services, even though the Fund would want
to continue to use the name "Buffalo" and continue KORNITZER
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and JONES & BABSON, INC.,
for the benefit of KORNITZER CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 19th day
of May, 1995, pursuant to the authority granted by its Board of
Directors.
KORNITZER CAPITAL MANAGEMENT, INC.
By /s/John C. Kornitzer
ATTEST:
By /s/Tina D. Hatcher
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(d)(2)(v)
INVESTMENT COUNSEL AGREEMENT
between
JONES & BABSON, INC.
and
KORNITZER CAPITAL MANAGEMENT, INC.
THIS AGREEMENT by and between JONES & BABSON, INC., a
Missouri corporation with its principal office at BMA Tower, 700
Karnes Blvd., Kansas City, Missouri 64108 (hereinafter referred
to as the "Manager") and KORNITZER CAPITAL MANAGEMENT, INC., a
Kansas corporation with its principal office at KCM Building,
Shawnee Mission, Kansas 66201-0918 (hereinafter referred to as
the "Investment Counsel"), is made pursuant to the approval and
direction of the parties' respective Board of Directors and 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.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement
with the BUFFALO SMALL CAP FUND, INC. ("Fund") of concurrent date
to provide management services, including investment advisory
services, the Manager desires the assistance of the Investment
Counsel which can supply the following services:
Research, analysis, advice and recommendations with respect
to the purchase and sale of securities and the making of
investment commitments; statistical information and reports as
may reasonably be required, and general assistance in the
supervision of the investments of the Fund, subject to the
control of the Directors of the Fund and the Directors of JONES &
BABSON, INC.
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or
extensions thereof, the Investment Counsel will, to the best of
its ability, furnish the foregoing services.
2. As compensation, the Manager will pay Investment
Counsel for its services the following annual fee computed daily
as determined by the Fund's price make-up sheet and which shall
be payable monthly or at such other intervals as agreed by the
parties.
a. fifty one-hundredths of one percent (50/100%) of the
average daily total net assets of the Fund.
3. This Agreement shall become effective and run
concurrently with the Management Agreement of the same date
between the Manager and the Fund, an executed copy of which shall
be supplied the Investment Counsel.
4. The last day of the initial period of this Agreement
shall coincide with the last day of the Management Agreement
which shall be the 31st day of October, 1998. Thereafter this
Agreement may be renewed in conjunction with the Management
Agreement for successive periods not exceeding one year only so
long as such renewal and continuance is specifically approved at
least annually by the Board of Directors of the Fund or by a vote
of the majority of the outstanding voting securities of the Fund
as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Directors who
are not parties to such Agreement or interested persons (as
defined by the Act) of such party, cast in person at a meeting
called for the purpose of voting on such approval. The Investment
Counsel shall provide the Manager such information as may be
reasonably necessary to assist the Directors of the Fund to
evaluate the terms of the Management Agreement. This Agreement
automatically will terminate with the Management Agreement
without the payment of any penalty, upon sixty days written
notice by the Fund to the Manager that the Board of Directors or
the shareholders by vote of a majority of the outstanding voting
securities of the Fund, as provided by the Act, has terminated
the Management Agreement. This Agreement shall automatically
terminate in the event of its assignment or assignment of the
Management Agreement unless such assignment is approved by the
Directors and the shareholders of the Fund as hereinbefore
provided or unless an exemption is obtained from the Securities
and Exchange Commission from the provisions of the Act pertaining
to the subject matter of this paragraph. The Manager shall
promptly notify the Investment Counsel of any notice of
termination or of any circumstances which are likely to result in
a termination of the Management Agreement.
5. It is understood and agreed that the services to be
rendered by the Investment Counsel to the Manager under the
provisions of this Agreement are not to be deemed to be
exclusive, and the Investment Counsel shall be free to render
similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be
impaired thereby, and provided further that the services to be
rendered by the Investment Counsel to the Manager under this
Agreement and the compensation provided for in Paragraph 2 here
of shall be limited solely to services with reference to the
Fund.
6. The Manager agrees that it will furnish currently to
Investment Counsel all information reasonably necessary to permit
Investment Counsel to give the advice called for under this
Agreement and such information with reference to the Fund that is
reasonably necessary to permit Investment Counsel to carry out
its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate
arrangements as to specific information that it is required under
this paragraph and the frequency and manner with which it shall
be supplied.
7. The Investment Counsel shall not be liable for any
error of judgment or mistake at law or for any loss suffered by
Manager of the Fund in connection with any matters to which this
Agreement relates except that nothing herein contained shall be
construed to protect the Investment Counsel against ant liability
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reckless disregard of its
obligations or duties under this agreement.
8. In compliance with the provisions of the Management
Agreement between the Fund and JONES & BABSON, INC., Investment
Counsel agrees with the Manager that subject to the terms and
conditions of this Paragraph 8, the Fund may use the name of
"Buffalo" as part of its name so long as KORNITZER CAPITAL
MANAGEMENT, INC., or any successor in interest, continues as
Investment Counsel. Should the Fund terminate KORNITZER CAPITAL
MANAGEMENT, INC., or its successor as Investment Counsel,
KORNITZER CAPITAL MANAGEMENT, INC., or its successor in interest,
may elect to notify the Fund in writing that permission to use
the name "Buffalo" has been withdrawn. It is understood that the
Fund has, in its Management Agreement with JONES & BABSON, INC.,
expressly agreed that it, its Officers, Directors and
Shareholders will take all necessary corporate action and proceed
expeditiously to change the name of the Fund and not use any
other name or take any action which would indicate the Fund's
continued association with KORNITZER CAPITAL MANAGEMENT, INC. If
the use of the name "Buffalo" is so withdrawn as aforesaid, it is
understood and agreed that there shall be no limitation with
respect to the future use of the name "Buffalo" by KORNITZER
CAPITAL MANAGEMENT, INC., or its successor in interest.
9. Although it is not anticipated, there may occur some
unforeseen reason which would prohibit KORNITZER CAPITAL
MANAGEMENT, INC., as a matter of reasonable business necessity,
continuing as investment counsel. Should such circumstances
occur, KORNITZER CAPITAL MANAGEMENT, INC., or its successor may
elect to terminate its services, even though the Fund would want
to continue to use the name "Buffalo" and continue KORNITZER
CAPITAL MANAGEMENT, INC., or its successor, as Investment
Counsel. Upon receipt of such a written notice, the Fund, its
officers, directors and shareholders, have agreed in the
Management Agreement between the Fund and JONES & BABSON, INC.,
for the benefit of KORNITZER CAPITAL MANAGEMENT, INC., to take
all necessary corporate action and proceed expeditiously to
change the name of the Fund (but if necessary, take up to one
year from the effective date of the termination of the Management
Agreement) and not use any other name or take any other action
which would indicate the Fund's continued association with
KORNITZER CAPITAL MANAGEMENT, INC.
Each party hereby executes this Agreement as of the 14th day
of April, 1998, pursuant to the authority granted by its Board of
Directors.
KORNITZER CAPITAL MANAGEMENT, INC.
By /s/John C. Kornitzer
ATTEST:
By /s/Kent W. Gassaway
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
EX99.23(e)(1)
UNDERWRITING AGREEMENT
between
BUFFALO BALANCED FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this l2th day of August,
1994, by and between BUFFALO BALANCED FUND, INC., (a Maryland
corporation, hereinafter referred to as the "Fund") and JONES &
BABSON, Inc. (a Missouri corporation, hereinafter referred to as
"Principal Underwriter").
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered to
and are acknowledged by the Principal Underwriter, the Board of
Directors of the Fund hereby appoint the firm of Jones & Babson,
Inc. as the Principal Underwriter and sole distributor of the
shares of the Fund, except for shares which the Fund may elect
pursuant to authority of its Board of Directors 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 the 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 the Fund is the underlying investment, or for the purpose
of complying with the registration laws of a particular state or
jurisdiction.
2. In consideration of its appointment under this Agreement as
Principal Underwriter, Jones & Babson, Inc. agrees to pay all
costs of all management, supervisory and administrative services
required in the normal operation of the Fund. This includes
investment management and supervision; fees of the custodian,
independent public accountants and legal counsel; remuneration of
directors, officers and other personnel; rent; shareholder
services, including the maintenance of the shareholder accounting
system and transfer agency; and such other items as are
incidental to corporate administration. Not considered normal
operating expenses and therefore payable by the Fund, are taxes,
interest, fees and other charges of governments and their
agencies including the cost of qualifying the Fund's shares for
sale in any jurisdiction, brokerage costs, dues and all
extraordinary costs and expenses including but not limited to
legal and accounting fees incurred in anticipation of or arising
out of litigation or administrative proceedings to which the
Fund, its directors or officers may be subject or a party
thereto.
3. The Fund agrees to prepare and file registration statements
with the Securities and Exchange Commission and the Securities
Departments of 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 the Fund's shares.
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the 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 the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and not
as principal in the solicitation and sale of the shares of the
Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund 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 Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, 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 Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the registered
owner pursuant to this Agreement and according to instructions
from the Principal Underwriter, subject to the net asset value of
such shares next effective after acceptance of the order by the
Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to sell
its shares in accordance with the following schedule of prices:
The applicable price will be the 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 Certificate of Incorporation, By-
Laws, Registration Statement and Prospectus of the
Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the 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.
10. This Agreement (i) may be terminated without the payment of
any penalty, either by vote of the Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities of
the Fund, 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
Fund; 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
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties hereunder, or by reason of its reckless disregard of
its obligations and duties hereunder.
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1995 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of a majority of the Directors 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 BALANCED FUND, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(e)(2)
UNDERWRITING AGREEMENT
between
BUFFALO EQUITY FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this l9th day of May,
1995, by and between BUFFALO EQUITY FUND, INC., (a Maryland
corporation, hereinafter referred to as the "Fund") and JONES &
BABSON, Inc. (a Missouri corporation, hereinafter referred to as
"Principal Underwriter").
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered to
and are acknowledged by the Principal Underwriter, the Board of
Directors of the Fund hereby appoint the firm of Jones & Babson,
Inc. as the Principal Underwriter and sole distributor of the
shares of the Fund, except for shares which the Fund may elect
pursuant to authority of its Board of Directors 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 the 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 the Fund is the underlying investment, or for the purpose
of complying with the registration laws of a particular state or
jurisdiction.
2. In consideration of its appointment under this
Agreement as Principal Underwriter, Jones & Babson, Inc. agrees
to pay all costs of all management, supervisory and
administrative services required in the normal operation of the
Fund. This includes investment management and supervision; fees
of the custodian, independent public accountants and legal
counsel; remuneration of directors, officers and other personnel;
rent; shareholder services, including the maintenance of the
shareholder accounting system and transfer agency; and such other
items as are incidental to corporate administration. Not
considered normal operating expenses and therefore payable by the
Fund, are taxes, interest, fees and other charges of governments
and their agencies including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage costs, dues and
all extraordinary costs and expenses including but not limited to
legal and accounting fees incurred in anticipation of or arising
out of litigation or administrative proceedings to which the
Fund, its directors or officers may be subject or a party
thereto.
3. The Fund agrees to prepare and file registration
statements with the Securities and Exchange Commission and the
Securities Departments of 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 the
Fund's shares.
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the 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 the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and
not as principal in the solicitation and sale of the shares of
the Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund 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 Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, 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 Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the
registered owner pursuant to this Agreement and according to
instructions from the Principal Underwriter, subject to the net
asset value of such shares next effective after acceptance of the
order by the Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to
sell its shares in accordance with the following schedule of
prices:
The applicable price will be the 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
Certificate of Incorporation, By-Laws, Registration Statement and
Prospectus of the Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the 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.
10. This Agreement (i) may be terminated without the
payment of any penalty, either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, 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 Fund; 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
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties hereunder, or by reason of its reckless disregard of
its obligations and duties hereunder.
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1996 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of a majority of the Directors 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 EQUITY FUND, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(e)(3)
UNDERWRITING AGREEMENT
between
BUFFALO HIGH YIELD FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this l9th day of May,
1995, by and between BUFFALO HIGH YIELD FUND, INC., (a Maryland
corporation, hereinafter referred to as the "Fund") and JONES &
BABSON, Inc. (a Missouri corporation, hereinafter referred to as
"Principal Underwriter").
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered to
and are acknowledged by the Principal Underwriter, the Board of
Directors of the Fund hereby appoint the firm of Jones & Babson,
Inc. as the Principal Underwriter and sole distributor of the
shares of the Fund, except for shares which the Fund may elect
pursuant to authority of its Board of Directors 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 the 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 the Fund is the underlying investment, or for the purpose
of complying with the registration laws of a particular state or
jurisdiction.
2. In consideration of its appointment under this
Agreement as Principal Underwriter, Jones & Babson, Inc. agrees
to pay all costs of all management, supervisory and
administrative services required in the normal operation of the
Fund. This includes investment management and supervision; fees
of the custodian, independent public accountants and legal
counsel; remuneration of directors, officers and other personnel;
rent; shareholder services, including the maintenance of the
shareholder accounting system and transfer agency; and such other
items as are incidental to corporate administration. Not
considered normal operating expenses and therefore payable by the
Fund, are taxes, interest, fees and other charges of governments
and their agencies including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage costs, dues and
all extraordinary costs and expenses including but not limited to
legal and accounting fees incurred in anticipation of or arising
out of litigation or administrative proceedings to which the
Fund, its directors or officers may be subject or a party
thereto.
3. The Fund agrees to prepare and file registration
statements with the Securities and Exchange Commission and the
Securities Departments of 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 the
Fund's shares.
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the 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 the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and
not as principal in the solicitation and sale of the shares of
the Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund 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 Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, 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 Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the
registered owner pursuant to this Agreement and according to
instructions from the Principal Underwriter, subject to the net
asset value of such shares next effective after acceptance of the
order by the Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to
sell its shares in accordance with the following schedule of
prices:
The applicable price will be the 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
Certificate of Incorporation, By-Laws, Registration Statement and
Prospectus of the Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the 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.
10. This Agreement (i) may be terminated without the
payment of any penalty, either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, 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 Fund; 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
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties hereunder, or by reason of its reckless disregard of
its obligations and duties hereunder.
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1996 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of a majority of the Directors 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 HGIH YIELD FUND, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(e)(4)
UNDERWRITING AGREEMENT
between
BUFFALO USA GLOBAL FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this l9th day of May,
1995, by and between BUFFALO USA GLOBAL FUND, INC., (a Maryland
corporation, hereinafter referred to as the "Fund") and JONES &
BABSON, Inc. (a Missouri corporation, hereinafter referred to as
"Principal Underwriter").
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered to
and are acknowledged by the Principal Underwriter, the Board of
Directors of the Fund hereby appoint the firm of Jones & Babson,
Inc. as the Principal Underwriter and sole distributor of the
shares of the Fund, except for shares which the Fund may elect
pursuant to authority of its Board of Directors 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 the 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 the Fund is the underlying investment, or for the purpose
of complying with the registration laws of a particular state or
jurisdiction.
2. In consideration of its appointment under this
Agreement as Principal Underwriter, Jones & Babson, Inc. agrees
to pay all costs of all management, supervisory and
administrative services required in the normal operation of the
Fund. This includes investment management and supervision; fees
of the custodian, independent public accountants and legal
counsel; remuneration of directors, officers and other personnel;
rent; shareholder services, including the maintenance of the
shareholder accounting system and transfer agency; and such other
items as are incidental to corporate administration. Not
considered normal operating expenses and therefore payable by the
Fund, are taxes, interest, fees and other charges of governments
and their agencies including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage costs, dues and
all extraordinary costs and expenses including but not limited to
legal and accounting fees incurred in anticipation of or arising
out of litigation or administrative proceedings to which the
Fund, its directors or officers may be subject or a party
thereto.
3. The Fund agrees to prepare and file registration
statements with the Securities and Exchange Commission and the
Securities Departments of 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 the
Fund's shares.
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the 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 the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and
not as principal in the solicitation and sale of the shares of
the Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund 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 Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, 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 Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the
registered owner pursuant to this Agreement and according to
instructions from the Principal Underwriter, subject to the net
asset value of such shares next effective after acceptance of the
order by the Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to
sell its shares in accordance with the following schedule of
prices:
The applicable price will be the 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
Certificate of Incorporation, By-Laws, Registration Statement and
Prospectus of the Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the 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.
10. This Agreement (i) may be terminated without the
payment of any penalty, either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, 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 Fund; 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
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties hereunder, or by reason of its reckless disregard of
its obligations and duties hereunder.
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1996 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of a majority of the Directors 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 USA GLOBAL FUND, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
<PAGE>
EX99.23(e)(5)
UNDERWRITING AGREEMENT
between
BUFFALO SMALL CAP FUND, INC.
and
JONES & BABSON, INC.
THIS AGREEMENT, made and entered into this 14th day of
April, 1998, by and between BUFFALO SMALL CAP FUND, INC., (a
Maryland corporation, hereinafter referred to as the "Fund") and
JONES & BABSON, Inc. (a Missouri corporation, hereinafter
referred to as "Principal Underwriter").
1. Subject to the provisions of its Certificate of
Incorporation and By-Laws, copies of which have been delivered to
and are acknowledged by the Principal Underwriter, the Board of
Directors of the Fund hereby appoint the firm of Jones & Babson,
Inc. as the Principal Underwriter and sole distributor of the
shares of the Fund, except for shares which the Fund may elect
pursuant to authority of its Board of Directors 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 the 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 the Fund is the underlying investment, or for the purpose
of complying with the registration laws of a particular state or
jurisdiction.
2. In consideration of its appointment under this
Agreement as Principal Underwriter, Jones & Babson, Inc. agrees
to pay all costs of all management, supervisory and
administrative services required in the normal operation of the
Fund. This includes investment management and supervision; fees
of the custodian, independent public accountants and legal
counsel; remuneration of directors, officers and other personnel;
rent; shareholder services, including the maintenance of the
shareholder accounting system and transfer agency; and such other
items as are incidental to corporate administration. Not
considered normal operating expenses and therefore payable by the
Fund, are taxes, interest, fees and other charges of governments
and their agencies including the cost of qualifying the Fund's
shares for sale in any jurisdiction, brokerage costs, dues and
all extraordinary costs and expenses including but not limited to
legal and accounting fees incurred in anticipation of or arising
out of litigation or administrative proceedings to which the
Fund, its directors or officers may be subject or a party
thereto.
3. The Fund agrees to prepare and file registration
statements with the Securities and Exchange Commission and the
Securities Departments of 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 the
Fund's shares.
4. The Principal Underwriter agrees to place its full
facilities at the disposal of the Fund and to assist and
cooperate fully with respect to the registration and
qualification of the 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 the Fund's shares.
5. Jones & Babson, Inc. will act as agent of the Fund and
not as principal in the solicitation and sale of the shares of
the Fund unless expressly agreed to in writing by the Principal
Underwriter and the Fund.
6. Normally, the Fund 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 Fund and shall be subject to such terms and
conditions as may be prescribed from time to time by the Fund,
the Registration Statement, the Prospectus, the Certificate of
Incorporation, and By-Laws of the Fund, 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 Fund or Principal Underwriter may be
subject.
7. The Fund agrees to issue new shares direct to the
registered owner pursuant to this Agreement and according to
instructions from the Principal Underwriter, subject to the net
asset value of such shares next effective after acceptance of the
order by the Fund and as more fully set out in paragraph 8.
8. The Fund hereby authorizes the Principal Underwriter to
sell its shares in accordance with the following schedule of
prices:
The applicable price will be the 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
Certificate of Incorporation, By-Laws, Registration Statement and
Prospectus of the Fund.
9. The Fund agrees that, as long as this Agreement is in
effect, it will not authorize anyone else to offer or solicit
applications for shares of the 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.
10. This Agreement (i) may be terminated without the
payment of any penalty, either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, 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 Fund; 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
Fund; and that it will expeditiously transmit all such orders to
the Fund.
12. Nothing contained in this Agreement shall be deemed to
protect the Principal Underwriter against any liability to the
Fund or to its securities holders to which the Principal
Underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of
its duties hereunder, or by reason of its reckless disregard of
its obligations and duties hereunder.
13. This Agreement shall become effective on the date first
above written, and continue in effect through the 31st day of
October, 1999 and thereafter shall continue automatically for
successive annual periods ending with each 31st day of October,
provided that such continuance is specifically approved at least
annually by the Board of Directors or by vote of a majority of
the outstanding voting securities of the Fund and provided
further that this Agreement or any renewal thereof shall be
approved by the vote of a majority of the Directors 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 SMALL CAP FUND, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
JONES & BABSON, INC.
By /s/Larry D. Armel
ATTEST:
/s/Martin A. Cramer
EX99.23(g)
CUSTODY AGREEMENT
Dated May 5, 1997
Between
UMB BANK, N.A.
and
JONES & BABSON FUNDS
TABLE OF CONTENTS
SECTION PAGE
1. Appointment of Custodian 1
2. Definitions 1
(a) Securities 1
(b) Assets 2
(c) Instructions and Special Instructions 2
3. Delivery of Corporate Documents 2
4. Powers and Duties of Custodian and Domestic Subcustodian 3
(a) Safekeeping 4
(b) Manner of Holding Securities 4
(c) Free Delivery of Assets 5
(d) Exchange of Securities 6
(e) Purchases of Assets 6
(f) Sales of Assets 7
(g) Options 7
(h) Futures Contracts 8
(i) Segregated Accounts 9
(j) Depository Receipts 9
(k) Corporate Actions, Put Bonds, Called Bonds, Etc. 9
(l) Interest Bearing Deposits 10
(m) Foreign Exchange Transactions 10
(n) Pledges or Loans of Securities 11
(o) Stock Dividends, Rights, Etc. 12
(p) Routine Dealings 12
(q) Collections 12
(r) Bank Accounts 13
(s) Dividends, Distributions and Redemptions 13
(t) Proceeds from Shares Sold 13
(u) Proxies and Notices; Compliance with the Shareholders
Communication Act of 1985 13
(v) Books and Records 14
(w) Opinion of Fund's Independent Certified Public Accountants 14
(x) Reports by Independent Certified Public Accountants 14
(y) Bills and Others Disbursements 14
5. Subcustodians 15
(a) Domestic Subcustodians 15
(b) Foreign Subcustodians 15
(c) Interim Subcustodians 16
(d) Special Subcustodians 16
(e) Termination of a Subcustodian 17
(f) Certification Regarding Foreign Subcustodians 17
6. Standard of Care 17
(a) General Standard of Care 17
(b) Actions Prohibited by Applicable Law, Events Beyond
Custodian's Control, Armed 17
Conflict, Sovereign Risk, etc.
(c) Liability for Past Records 18
(d) Advice of Counsel 18
(e) Advice of the Fund and Others 18
(f) Instructions Appearing to be Genuine 18
(g) Exceptions from Liability 19
7. Liability of the Custodian for Actions of Others 19
(a) Domestic Subcustodians 19
(b) Liability for Acts and Omissions of Foreign Subcustodians 19
(c) Securities Systems, Interim Subcustodians, Special
Subcustodians, Securities 20
Depositories and Clearing Agencies
(d) Defaults or Insolvencies of Brokers, Banks, Etc. 20
(e) Reimbursement of Expenses 20
8. Indemnification 20
(a) Indemnification by Fund 20
(b) Indemnification by Custodian 21
9. Advances 21
10. Liens 21
11. Compensation 22
12. Powers of Attorney 22
13. Termination and Assignment 22
14. Additional Funds 23
15. Notices 23
16. Miscellaneous 23
CUSTODY AGREEMENT
This agreement made as of this 5th day of May, 1997, between UMB Bank,
n.a., a national banking association with its principal place of business
located at Kansas City, Missouri (hereinafter "Custodian"), and each of the
Funds which have executed the signature page hereof together with such
additional Funds which shall be made parties to this Agreement by the
execution of a separate signature page hereto (individually, a "Fund" and
collectively, the "Funds").
WITNESSETH:
WHEREAS, each Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended; and
WHEREAS, each Fund desires to appoint Custodian as its custodian for the
custody of Assets (as hereinafter defined) owned by such Fund which Assets are
to be held in such accounts as such Fund may establish from time to time; and
WHEREAS, Custodian is willing to accept such appointment on the terms
and conditions hereof.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant
and agree as follows:
1. APPOINTMENT OF CUSTODIAN.
Each Fund hereby constitutes and appoints the Custodian as custodian of
Assets belonging to each such Fund which have been or may be from time to time
deposited with the Custodian. Custodian accepts such appointment as a
custodian and agrees to perform the duties and responsibilities of Custodian
as set forth herein on the conditions set forth herein.
2. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the
meanings so indicated:
(a) "Security" or "Securities" shall mean stocks, bonds, bills, rights,
script, warrants, interim certificates and all negotiable or nonnegotiable
paper commonly known as Securities and other instruments or obligations.
(b) "Assets" shall mean Securities, monies and other property held by
the Custodian for the benefit of a Fund.
(c)(1) "Instructions", as used herein, shall mean: (i) a tested telex,
a written (including, without limitation, facsimile transmission) request,
direction, instruction or certification signed or initialed by or on behalf of
a Fund by an Authorized Person; (ii) a telephonic or other oral communication
from a person the Custodian reasonably believes to be an Authorized Person; or
(iii) a communication effected directly between an electro-mechanical or
electronic device or system (including, without limitation, computers) on
behalf of a Fund. Instructions in the form of oral communications shall be
confirmed by the appropriate Fund by tested telex or in writing in the manner
set forth in clause (i) above, but the lack of such confirmation shall in no
way affect any action taken by the Custodian in reliance upon such oral
Instructions prior to the Custodian's receipt of such confirmation. Each Fund
authorizes the Custodian to record any and all telephonic or other oral
Instructions communicated to the Custodian.
(c)(2) "Special Instructions", as used herein, shall mean Instructions
countersigned or confirmed in writing by the Treasurer or any Assistant
Treasurer of a Fund or any other person designated by the Treasurer of such
Fund in writing, which countersignature or confirmation shall be included on
the same instrument containing the Instructions or on a separate instrument
relating thereto.
(c)(3) Instructions and Special Instructions shall be delivered to the
Custodian at the address and/or telephone, facsimile transmission or telex
number agreed upon from time to time by the Custodian and each Fund.
(c)(4) Where appropriate, Instructions and Special Instructions shall
be continuing instructions.
3. DELIVERY OF CORPORATE DOCUMENTS.
Each of the parties to this Agreement represents that its execution does
not violate any of the provisions of its respective charter, articles of
incorporation, articles of association or bylaws and all required corporate
action to authorize the execution and delivery of this Agreement has been
taken.
Each Fund has furnished the Custodian with copies, properly certified or
authenticated, with all amendments or supplements thereto, of the following
documents:
(a) Certificate of Incorporation (or equivalent document) of the Fund
as in effect on the date hereof;
(b) By-Laws of the Fund as in effect on the date hereof;
(c) Resolutions of the Board of Directors of the Fund appointing the
Custodian and approving the form of this Agreement; and
(d) The Fund's current prospectus and statements of additional
information.
Each Fund shall promptly furnish the Custodian with copies of any
updates, amendments or supplements to the foregoing documents.
In addition, each Fund has delivered or will promptly deliver to the
Custodian, copies of the Resolution(s) of its Board of Directors or Trustees
and all amendments or supplements thereto, properly certified or
authenticated, designating certain officers or employees of each such Fund who
will have continuing authority to certify to the Custodian: (a) the names,
titles, signatures and scope of authority of all persons authorized to give
Instructions or any other notice, request, direction, instruction, certificate
or instrument on behalf of each Fund, and (b) the names, titles and signatures
of those persons authorized to countersign or confirm Special Instructions on
behalf of each Fund (in both cases collectively, the "Authorized Persons" and
individually, an "Authorized Person"). Such Resolutions and certificates may
be accepted and relied upon by the Custodian as conclusive evidence of the
facts set forth therein and shall be considered to be in full force and effect
until delivery to the Custodian of a similar Resolution or certificate to the
contrary. Upon delivery of a certificate which deletes or does not include
the name(s) of a person previously authorized to give Instructions or to
countersign or confirm Special Instructions, such persons shall no longer be
considered an Authorized Person authorized to give Instructions or to
countersign or confirm Special Instructions. Unless the certificate
specifically requires that the approval of anyone else will first have been
obtained, the Custodian will be under no obligation to inquire into the right
of the person giving such Instructions or Special Instructions to do so.
Notwithstanding any of the foregoing, no Instructions or Special Instructions
received by the Custodian from a Fund will be deemed to authorize or permit
any director, trustee, officer, employee, or agent of such Fund to withdraw
any of the Assets of such Fund upon the mere receipt of such authorization,
Special Instructions or Instructions from such director, trustee, officer,
employee or agent.
4. POWERS AND DUTIES OF CUSTODIAN AND DOMESTIC SUBCUSTODIAN.
Except for Assets held by any Subcustodian appointed pursuant to
Sections 5(b), (c), or (d) of this Agreement, the Custodian shall have and
perform the powers and duties hereinafter set forth in this Section 4. For
purposes of this Section 4 all references to powers and duties of the
"Custodian" shall also refer to any Domestic Subcustodian appointed pursuant
to Section 5(a).
(a) Safekeeping.
The Custodian will keep safely the Assets of each Fund which are
delivered to it from time to time. The Custodian shall not be responsible for
any property of a Fund held or received by such Fund and not delivered to the
Custodian.
(b) Manner of Holding Securities.
(1) The Custodian shall at all times hold Securities of each
Fund
either: (i) by physical possession of the share certificates or
other
instruments representing such Securities in registered or bearer form; or (ii)
in book-entry form by a Securities System (as hereinafter defined) in
accordance with the provisions of sub-paragraph (3) below.
(2) The Custodian may hold registrable portfolio Securities
which
have been delivered to it in physical form, by registering the same in the
name of the appropriate Fund or its nominee, or in the name of the Custodian
or its nominee, for whose actions such Fund and Custodian, respectively, shall
be fully responsible. Upon the receipt of Instructions, the Custodian shall
hold such Securities in street certificate form, so called, with or without
any indication of fiduciary capacity. However, unless it receives
Instructions to the contrary, the Custodian will register all such portfolio
Securities in the name of the Custodian's authorized nominee. All such
Securities shall be held in an account of the Custodian containing only assets
of the appropriate Fund or only assets held by the Custodian as a fiduciary,
provided that the records of the Custodian shall indicate at all times the
Fund or other customer for which such Securities are held in such accounts and
the respective interests therein.
(3) The Custodian may deposit and/or maintain domestic
Securities
owned by a Fund in, and each Fund hereby approves use of: (a) The Depository
Trust Company; (b) The Participants Trust Company; and (c) any book-entry
system as provided in (i) Subpart O of Treasury Circular No. 300, 31 CFR
306.115, (ii) Subpart B of Treasury Circular Public Debt Series No. 27-76, 31
CFR 350.2, or (iii) the book-entry regulations of federal agencies
substantially in the form of 31 CFR 306.115. Upon the receipt of Special
Instructions, the Custodian may deposit and/or maintain domestic Securities
owned by a Fund in any other domestic clearing agency registered with the
Securities and Exchange Commission ("SEC") under Section 17A of the Securities
Exchange Act of 1934 (or as may otherwise be authorized by the SEC to serve in
the capacity of depository or clearing agent for the Securities or other
assets of investment companies) which acts as a Securities depository. Each
of the foregoing shall be referred to in this Agreement as a "Securities
System", and all such Securities Systems shall be listed on the attached
Appendix A. Use of a Securities System shall be in accordance with applicable
Federal Reserve Board and SEC rules and regulations, if any, and subject to
the following provisions:
(i) The Custodian may deposit the Securities directly
or through
one or more agents or Subcustodians which are also qualified to act as
custodians for investment companies.
(ii) The Custodian shall deposit and/or maintain the
Securities
in a Securities System, provided that such Securities are represented in an
account ("Account") of the Custodian in the Securities System that includes
only assets held by the Custodian as a fiduciary, custodian or otherwise for
customers.
(iii) The books and records of the Custodian shall at
all times
identify those Securities belonging to any one or more Funds which are
maintained in a Securities System.
(iv) The Custodian shall pay for Securities purchased
for the
account of a Fund only upon (a) receipt of advice from the Securities System
that such Securities have been transferred to the Account of the Custodian in
accordance with the rules of the Securities System, and (b) the making of an
entry on the records of the Custodian to reflect such payment and transfer for
the account of such Fund. The Custodian shall transfer Securities sold for
the account of a Fund only upon (a) receipt of advice from the Securities
System that payment for such Securities has been transferred to the Account of
the Custodian in accordance with the rules of the Securities System, and (b)
the making of an entry on the records of the Custodian to reflect such
transfer and payment for the account of such Fund. Copies of all advices from
the Securities System relating to transfers of Securities for the account of a
Fund shall be maintained for such Fund by the Custodian. The Custodian shall
deliver to a Fund on the next succeeding business day daily transaction
reports which shall include each day's transactions in the Securities System
for the account of such Fund. Such transaction reports shall be delivered to
such Fund or any agent designated by such Fund pursuant to Instructions, by
computer or in such other manner as such Fund and Custodian may agree.
(v) The Custodian shall, if requested by a Fund
pursuant to
Instructions, provide such Fund with reports obtained by the Custodian or any
Subcustodian with respect to a Securities System's accounting system, internal
accounting control and procedures for safeguarding Securities deposited in the
Securities System.
(vi) Upon receipt of Special Instructions, the
Custodian shall
terminate the use of any Securities System on behalf of a Fund as promptly as
practicable and shall take all actions reasonably practicable to safeguard the
Securities of such Fund maintained with such Securities System.
(c) Free Delivery of Assets.
Notwithstanding any other provision of this Agreement and except as
provided in Section 3 hereof, the Custodian, upon receipt of Special
Instructions, will undertake to make free delivery of Assets, provided such
Assets are on hand and available, in connection with a Fund's transactions and
to transfer such Assets to such broker, dealer, Subcustodian, bank, agent,
Securities System or otherwise as specified in such Special Instructions.
(d) Exchange of Securities.
Upon receipt of Instructions, the Custodian will exchange portfolio
Securities held by it for a Fund for other Securities or cash paid in
connection with any reorganization, recapitalization, merger, consolidation,
or conversion of convertible Securities, and will deposit any such Securities
in accordance with the terms of any reorganization or protective plan.
Without Instructions, the Custodian is authorized to exchange Securities
held by it in temporary form for Securities in definitive form, to surrender
Securities for transfer into a name or nominee name as permitted in Section
4(b)(2), to effect an exchange of shares in a stock split or when the par
value of the stock is changed, to sell any fractional shares, and, upon
receiving payment therefor, to surrender bonds or other Securities held by it
at maturity or call.
(e) Purchases of Assets.
(1) Securities Purchases. In accordance with Instructions, the
Custodian shall, with respect to a purchase of Securities, pay for such
Securities out of monies held for a Fund's account for which the purchase was
made, but only insofar as monies are available therein for such purpose, and
receive the portfolio Securities so purchased. Unless the Custodian has
received Special Instructions to the contrary, such payment will be made only
upon receipt of Securities by the Custodian, a clearing corporation of a
national Securities exchange of which the Custodian is a member, or a
Securities System in accordance with the provisions of Section 4(b)(3) hereof.
Notwithstanding the foregoing, upon receipt of Instructions: (i) in
connection with a repurchase agreement, the Custodian may release funds to a
Securities System prior to the receipt of advice from the Securities System
that the Securities underlying such repurchase agreement have been transferred
by book-entry into the Account maintained with such Securities System by the
Custodian, provided that the Custodian's instructions to the Securities System
require that the Securities System may make payment of such funds to the other
party to the repurchase agreement only upon transfer by book-entry of the
Securities underlying the repurchase agreement into such Account; (ii) in the
case of Interest Bearing Deposits, currency deposits, and other deposits,
foreign exchange transactions, futures contracts or options, pursuant to
Sections 4(g), 4(h), 4(l), and 4(m) hereof, the Custodian may make payment
therefor before receipt of an advice of transaction; and (iii) in the case of
Securities as to which payment for the Security and receipt of the instrument
evidencing the Security are under generally accepted trade practice or the
terms of the instrument representing the Security expected to take place in
different locations or through separate parties, such as commercial paper
which is indexed to foreign currency exchange rates, derivatives and similar
Securities, the Custodian may make payment for such Securities prior to
delivery thereof in accordance with such generally accepted trade practice or
the terms of the instrument representing such Security.
(2) Other Assets Purchased. Upon receipt of Instructions and
except as
otherwise provided herein, the Custodian shall pay for and receive other
Assets for the account of a Fund as provided in Instructions.
(f) Sales of Assets.
(1) Securities Sold. In accordance with Instructions, the
Custodian
will, with respect to a sale, deliver or cause to be delivered the Securities
thus designated as sold to the broker or other person specified in the
Instructions relating to such sale. Unless the Custodian has received Special
Instructions to the contrary, such delivery shall be made only upon receipt of
payment therefor in the form of: (a) cash, certified check, bank cashier's
check, bank credit, or bank wire transfer; (b) credit to the account of the
Custodian with a clearing corporation of a national Securities exchange of
which the Custodian is a member; or (c) credit to the Account of the Custodian
with a Securities System, in accordance with the provisions of Section 4(b)(3)
hereof. Notwithstanding the foregoing, Securities held in physical form may
be delivered and paid for in accordance with "street delivery custom" to a
broker or its clearing agent, against delivery to the Custodian of a receipt
for such Securities, provided that the Custodian shall have taken reasonable
steps to ensure prompt collection of the payment for, or return of, such
Securities by the broker or its clearing agent, and provided further that the
Custodian shall not be responsible for the selection of or the failure or
inability to perform of such broker or its clearing agent or for any related
loss arising from delivery or custody of such Securities prior to receiving
payment therefor.
(2) Other Assets Sold. Upon receipt of Instructions and except
as
otherwise provided herein, the Custodian shall receive payment for and deliver
other Assets for the account of a Fund as provided in Instructions.
(g) Options.
(1) Upon receipt of Instructions relating to the purchase of an
option
or sale of a covered call option, the Custodian shall: (a) receive and retain
confirmations or other documents, if any, evidencing the purchase or writing
of the option by a Fund; (b) if the transaction involves the sale of a covered
call option, deposit and maintain in a segregated account the Securities
(either physically or by book-entry in a Securities System) subject to the
covered call option written on behalf of such Fund; and (c) pay, release
and/or transfer such Securities, cash or other Assets in accordance with any
notices or other communications evidencing the expiration, termination or
exercise of such options which are furnished to the Custodian by the Options
Clearing Corporation (the "OCC"), the securities or options exchanges on which
such options were traded, or such other organization as may be responsible for
handling such option transactions.
(2) Upon receipt of Instructions relating to the sale of a
naked option
(including stock index and commodity options), the Custodian, the appropriate
Fund and the broker-dealer shall enter into an agreement to comply with the
rules of the OCC or of any registered national securities exchange or similar
organizations(s). Pursuant to that agreement and such Fund's Instructions,
the Custodian shall: (a) receive and retain confirmations or other documents,
if any, evidencing the writing of the option; (b) deposit and maintain in a
segregated account, Securities (either physically or by book-entry in a
Securities System), cash and/or other Assets; and (c) pay, release and/or
transfer such Securities, cash or other Assets in accordance with any such
agreement and with any notices or other communications evidencing the
expiration, termination or exercise of such option which are furnished to the
Custodian by the OCC, the securities or options exchanges on which such
options were traded, or such other organization as may be responsible for
handling such option transactions. The appropriate Fund and the broker-dealer
shall be responsible for determining the quality and quantity of assets held
in any segregated account established in compliance with applicable margin
maintenance requirements and the performance of other terms of any option
contract.
(h) Futures Contracts.
Upon receipt of Instructions, the Custodian shall enter into a futures
margin procedural agreement among the appropriate Fund, the Custodian and the
designated futures commission merchant (a "Procedural Agreement"). Under the
Procedural Agreement the Custodian shall: (a) receive and retain
confirmations, if any, evidencing the purchase or sale of a futures contract
or an option on a futures contract by such Fund; (b) deposit and maintain in a
segregated account cash, Securities and/or other Assets designated as initial,
maintenance or variation "margin" deposits intended to secure such Fund's
performance of its obligations under any futures contracts purchased or sold,
or any options on futures contracts written by such Fund, in accordance with
the provisions of any Procedural Agreement designed to comply with the
provisions of the Commodity Futures Trading Commission and/or any commodity
exchange or contract market (such as the Chicago Board of Trade), or any
similar organization(s), regarding such margin deposits; and (c) release
Assets from and/or transfer Assets into such margin accounts only in
accordance with any such Procedural Agreements. The appropriate Fund and such
futures commission merchant shall be responsible for determining the type and
amount of Assets held in the segregated account or paid to the broker-dealer
in compliance with applicable margin maintenance requirements and the
performance of any futures contract or option on a futures contract in
accordance with its terms.
(i) Segregated Accounts.
Upon receipt of Instructions, the Custodian shall establish and maintain
on its books a segregated account or accounts for and on behalf of a Fund,
into which account or accounts may be transferred Assets of such Fund,
including Securities maintained by the Custodian in a Securities System
pursuant to Paragraph (b)(3) of this Section 4, said account or accounts to be
maintained (i) for the purposes set forth in Sections 4(g), 4(h) and 4(n) and
(ii) for the purpose of compliance by such Fund with the procedures required
by the SEC Investment Company Act Release Number 10666 or any subsequent
release or releases relating to the maintenance of segregated accounts by
registered investment companies, or (iii) for such other purposes as may be
set forth, from time to time, in Special Instructions. The Custodian shall
not be responsible for the determination of the type or amount of Assets to be
held in any segregated account referred to in this paragraph, or for
compliance by the Fund with required procedures noted in (ii) above.
(j) Depository Receipts.
Upon receipt of Instructions, the Custodian shall surrender or cause to
be
surrendered Securities to the depository used for such Securities by an issuer
of American Depository Receipts or International Depository Receipts
(hereinafter referred to, collectively, as "ADRs"), against a written receipt
therefor adequately describing such Securities and written evidence
satisfactory to the organization surrendering the same that the depository has
acknowledged receipt of instructions to issue ADRs with respect to such
Securities in the name of the Custodian or a nominee of the Custodian, for
delivery in accordance with such instructions.
Upon receipt of Instructions, the Custodian shall surrender or cause to
be
surrendered ADRs to the issuer thereof, against a written receipt therefor
adequately describing the ADRs surrendered and written evidence satisfactory
to the organization surrendering the same that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository to deliver the
Securities underlying such ADRs in accordance with such instructions.
(k) Corporate Actions, Put Bonds, Called Bonds, Etc.
Upon receipt of Instructions, the Custodian shall: (a) deliver warrants,
puts, calls, rights or similar Securities to the issuer or trustee thereof (or
to the agent of such issuer or trustee) for the purpose of exercise or sale,
provided that the new Securities, cash or other Assets, if any, acquired as a
result of such actions are to be delivered to the Custodian; and (b) deposit
Securities upon invitations for tenders thereof, provided that the
consideration for such Securities is to be paid or delivered to the Custodian,
or the tendered Securities are to be returned to the Custodian.
Notwithstanding any provision of this Agreement to the contrary, the
Custodian shall take all necessary action, unless otherwise directed to the
contrary in Instructions, to comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions, or similar rights of
security ownership, and shall notify the appropriate Fund of such action in
writing by facsimile transmission or in such other manner as such Fund and
Custodian may agree in writing.
The Fund agrees that if it gives an Instruction for the performance of
an
act on the last permissible date of a period established by any optional offer
or on the last permissible date for the performance of such act, the Fund
shall hold the Bank harmless from any adverse consequences in connection with
acting upon or failing to act upon such Instructions.
(l) Interest Bearing Deposits.
Upon receipt of Instructions directing the Custodian to purchase
interest
bearing fixed term and call deposits (hereinafter referred to, collectively,
as "Interest Bearing Deposits") for the account of a Fund, the Custodian shall
purchase such Interest Bearing Deposits in the name of such Fund with such
banks or trust companies, including the Custodian, any Subcustodian or any
subsidiary or affiliate of the Custodian (hereinafter referred to as "Banking
Institutions"), and in such amounts as such Fund may direct pursuant to
Instructions. Such Interest Bearing Deposits may be denominated in U.S.
dollars or other currencies, as such Fund may determine and direct pursuant to
Instructions. The responsibilities of the Custodian to a Fund for Interest
Bearing Deposits issued by the Custodian shall be that of a U.S. bank for a
similar deposit. With respect to Interest Bearing Deposits other than those
issued by the Custodian, (a) the Custodian shall be responsible for the
collection of income and the transmission of cash to and from such accounts;
and (b) the Custodian shall have no duty with respect to the selection of the
Banking Institution or for the failure of such Banking Institution to pay upon
demand.
(m) Foreign Exchange Transactions.
(l) Each Fund hereby appoints the Custodian as its agent in the
execution of all currency exchange transactions. The Custodian agrees to
provide exchange rate and U.S. Dollar information, in writing, to the Funds.
Such information shall be supplied by the Custodian at least by the business
day prior to the value date of the foreign exchange transaction, provided that
the Custodian receives the request for such information at least two business
days prior to the value date of the transaction.
(2) Upon receipt of Instructions, the Custodian shall settle
foreign
exchange contracts or options to purchase and sell foreign currencies for spot
and future delivery on behalf of and for the account of a Fund with such
currency brokers or Banking Institutions as such Fund may determine and direct
pursuant to Instructions. If, in its Instructions, a Fund does not direct the
Custodian to utilize a particular currency broker or Banking Institution, the
Custodian is authorized to select such currency broker or Banking Institution
as it deems appropriate to execute the Fund's foreign currency transaction.
(3) Each Fund accepts full responsibility for its use of third
party
foreign exchange brokers and for execution of said foreign exchange contracts
and understands that the Fund shall be responsible for any and all costs and
interest charges which may be incurred as a result of the failure or delay of
its third party broker to deliver foreign exchange. The Custodian shall have
no responsibility or liability with respect to the selection of the currency
brokers or Banking Institutions with which a Fund deals or the performance of
such brokers or Banking Institutions.
(4) Notwithstanding anything to the contrary contained herein,
upon
receipt of Instructions the Custodian may, in connection with a foreign
exchange contract, make free outgoing payments of cash in the form of U.S.
Dollars or foreign currency prior to receipt of confirmation of such foreign
exchange contract or confirmation that the countervalue currency completing
such contract has been delivered or received.
(5) The Custodian shall not be obligated to enter into foreign
exchange
transactions as principal. However, if the Custodian has made available to a
Fund its services as a principal in foreign exchange transactions
and subject to any separate agreement between the parties relating to such
transactions, the Custodian shall enter into foreign exchange contracts or
options to purchase and sell foreign currencies for spot and future delivery
on behalf of and for the account of the Fund, with the Custodian as principal.
(n) Pledges or Loans of Securities.
(1) Upon receipt of Instructions from a Fund, the Custodian
will
release or cause to be released Securities held in custody to the pledgees
designated in such Instructions by way of pledge or hypothecation to secure
loans incurred by such Fund with various lenders including but not limited to
UMB Bank, n.a.; provided, however, that the Securities shall be released only
upon payment to the Custodian of the monies borrowed, except that in cases
where additional collateral is required to secure existing borrowings, further
Securities may be released or delivered, or caused to be released or delivered
for that purpose upon receipt of Instructions. Upon receipt of Instructions,
the Custodian will pay, but only from funds available for such purpose, any
such loan upon re-delivery to it of the Securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such loan. In
lieu of delivering collateral to a pledgee, the Custodian, on the receipt of
Instructions, shall transfer the pledged Securities to a segregated account
for the benefit of the pledgee.
(2) Upon receipt of Special Instructions, and execution of a
separate
Securities Lending Agreement, the Custodian will release Securities held in
custody to the borrower designated in such Instructions and may, except as
otherwise provided below, deliver such Securities prior to the receipt of
collateral, if any, for such borrowing, provided that, in case of loans of
Securities held by a Securities System that are secured by cash collateral,
the Custodian's instructions to the Securities System shall require that the
Securities System deliver the Securities of the appropriate Fund to the
borrower thereof only upon receipt of the collateral for such borrowing. The
Custodian shall have no responsibility or liability for any loss arising from
the delivery of Securities prior to the receipt of collateral. Upon receipt
of Instructions and the loaned Securities, the Custodian will release the
collateral to the borrower.
(o) Stock Dividends, Rights, Etc.
The Custodian shall receive and collect all stock dividends, rights, and
other items of like nature and, upon receipt of Instructions, take action with
respect to the same as directed in such Instructions.
(p) Routine Dealings.
The Custodian will, in general, attend to all routine and mechanical
matters in accordance with industry standards in connection with the sale,
exchange, substitution, purchase, transfer, or other dealings with Securities
or other property of each Fund except as may be otherwise provided in this
Agreement or directed from time to time by Instructions from any particular
Fund. The Custodian may also make payments to itself or others from the
Assets for disbursements and out-of-pocket expenses incidental to handling
Securities or other similar items relating to its duties under this Agreement,
provided that all such payments shall be accounted for to the appropriate
Fund.
(q) Collections.
The Custodian shall (a) collect amounts due and payable to each Fund
with
respect to portfolio Securities and other Assets; (b) promptly credit to the
account of each Fund all income and other payments relating to portfolio
Securities and other Assets held by the Custodian hereunder upon Custodian's
receipt of such income or payments or as otherwise agreed in writing by the
Custodian and any particular Fund; (c) promptly endorse and deliver any
instruments required to effect such collection; and (d) promptly execute
ownership and other certificates and affidavits for all federal, state, local
and foreign tax purposes in connection with receipt of income or other
payments with respect to portfolio Securities and other Assets, or in
connection with the transfer of such Securities or other Assets; provided,
however, that with respect to portfolio Securities registered in so-called
street name, or physical Securities with variable interest rates, the
Custodian shall use its best efforts to collect amounts due and payable to any
such Fund. The Custodian shall notify a Fund in writing by facsimile
transmission or in such other manner as such Fund and Custodian may agree in
writing if any amount payable with respect to portfolio Securities or other
Assets is not received by the Custodian when due. The Custodian shall not be
responsible for the collection of amounts due and payable with respect to
portfolio Securities or other Assets that are in default.
(r) Bank Accounts.
Upon Instructions, the Custodian shall open and operate a bank account
or
accounts on the books of the Custodian; provided that such bank account(s)
shall be in the name of the Custodian or a nominee thereof, for the account of
one or more Funds, and shall be subject only to draft or order of the
Custodian. The responsibilities of the Custodian to any one or more such
Funds for deposits accepted on the Custodian's books shall be that of a U.S.
bank for a similar deposit.
(s) Dividends, Distributions and Redemptions.
To enable each Fund to pay dividends or other distributions to
shareholders of each such Fund and to make payment to shareholders who have
requested repurchase or redemption of their shares of each such Fund
(collectively, the "Shares"), the Custodian shall release cash or Securities
insofar as available. In the case of cash, the Custodian shall, upon the
receipt of Instructions, transfer such funds by check or wire transfer to any
account at any bank or trust company designated by each such Fund in such
Instructions. In the case of Securities, the Custodian shall, upon the
receipt of Special Instructions, make such transfer to any entity or account
designated by each such Fund in such Special Instructions.
(t) Proceeds from Shares Sold.
The Custodian shall receive funds representing cash payments received
for
shares issued or sold from time to time by each Fund, and shall credit such
funds to the account of the appropriate Fund. The Custodian shall notify the
appropriate Fund of Custodian's receipt of cash in payment for shares issued
by such Fund by facsimile transmission or in such other manner as such Fund
and the Custodian shall agree. Upon receipt of Instructions, the Custodian
shall: (a) deliver all federal funds received by the Custodian in payment for
shares as may be set forth in such Instructions and at a time agreed upon
between the Custodian and such Fund; and (b) make federal funds available to a
Fund as of specified times agreed upon from time to time by such Fund and the
Custodian, in the amount of checks received in payment for shares which are
deposited to the accounts of such Fund.
(u) Proxies and Notices; Compliance with the Shareholders Communication
Act of 1985.
The Custodian shall deliver or cause to be delivered to the appropriate
Fund all forms of proxies, all notices of meetings, and any other notices or
announcements affecting or relating to Securities owned by such Fund that are
received by the Custodian, any Subcustodian, or any nominee of either of them,
and, upon receipt of Instructions, the Custodian shall execute and deliver, or
cause such Subcustodian or nominee to execute and deliver, such proxies or
other authorizations as may be required. Except as directed pursuant to
Instructions, neither the Custodian nor any Subcustodian or nominee shall vote
upon any such Securities, or execute any proxy to vote thereon, or give any
consent or take any other action with respect thereto.
The Custodian will not release the identity of any Fund to an issuer
which
requests such information pursuant to the Shareholder Communications Act of
1985 for the specific purpose of direct communications between such issuer and
any such Fund unless a particular Fund directs the Custodian otherwise in
writing.
(v) Books and Records.
The Custodian shall maintain such records relating to its activities
under
this Agreement as are required to be maintained by Rule 31a-1 under the
Investment Company Act of 1940 ("the 1940 Act") and to preserve them for the
periods prescribed in Rule 31a-2 under the 1940 Act. These records shall be
open for inspection by duly authorized officers, employees or agents
(including independent public accountants) of the appropriate Fund during
normal business hours of the Custodian.
The Custodian shall provide accountings relating to its activities under
this Agreement as shall be agreed upon by each Fund and the Custodian.
(w) Opinion of Fund's Independent Certified Public Accountants.
The Custodian shall take all reasonable action as each Fund may request
to
obtain from year to year favorable opinions from each such Fund's independent
certified public accountants with respect to the Custodian's activities
hereunder and in connection with the preparation of each such Fund's periodic
reports to the SEC and with respect to any other requirements of the SEC.
(x) Reports by Independent Certified Public Accountants.
At the request of a Fund, the Custodian shall deliver to such Fund a
written report prepared by the Custodian's independent certified public
accountants with respect to the services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting system,
internal accounting control and procedures for safeguarding cash, Securities
and other Assets, including cash, Securities and other Assets deposited and/or
maintained in a Securities System or with a Subcustodian. Such report shall
be of sufficient scope and in sufficient detail as may reasonably be required
by such Fund and as may reasonably be obtained by the Custodian.
(y) Bills and Other Disbursements.
Upon receipt of Instructions, the Custodian shall pay, or cause to be
paid, all bills, statements, or other obligations of a Fund.
5. SUBCUSTODIANS.
From time to time, in accordance with the relevant provisions of this
Agreement, the Custodian may appoint one or more Domestic Subcustodians,
Foreign Subcustodians, Special Subcustodians, or Interim Subcustodians (as
each are hereinafter defined) to act on behalf of any one or more Funds. A
Domestic Subcustodian, in accordance with the provisions of this Agreement,
may also appoint a Foreign Subcustodian, Special Subcustodian, or Interim
Subcustodian to act on behalf of any one or more Funds. For purposes of this
Agreement, all Domestic Subcustodians, Foreign Subcustodians, Special
Subcustodians and Interim Subcustodians shall be referred to collectively as
"Subcustodians".
(a) Domestic Subcustodians.
The Custodian may, at any time and from time to time, appoint any bank
as
defined in Section 2(a)(5) of the 1940 Act or any trust company or other
entity, any of which meet the requirements of a custodian under Section 17(f)
of the 1940 Act and the rules and regulations thereunder, to act for the
Custodian on behalf of any one or more Funds as a subcustodian for purposes of
holding Assets of such Fund(s) and performing other functions of the Custodian
within the United States (a "Domestic Subcustodian"). Each Fund shall approve
in writing the appointment of the proposed Domestic Subcustodian; and the
Custodian's appointment of any such Domestic Subcustodian shall not be
effective without such prior written approval of the Fund(s). Each such duly
approved Domestic Subcustodian shall be listed on Appendix A attached hereto,
as it may be amended, from time to time.
(b) Foreign Subcustodians.
The Custodian may at any time appoint, or cause a Domestic Subcustodian
to
appoint, any bank, trust company or other entity meeting the requirements of
an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the
rules and regulations thereunder to act for the Custodian on behalf of any one
or more Funds as a subcustodian or sub-subcustodian (if appointed by a
Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and
performing other functions of the Custodian in countries other than the United
States of America (hereinafter referred to as a "Foreign Subcustodian" in the
context of either a subcustodian or a sub-subcustodian); provided that the
Custodian shall have obtained written confirmation from each Fund of the
approval of the Board of Directors or other governing body of each such Fund
(which approval may be withheld in the sole discretion of such Board of
Directors or other governing body or entity) with respect to (i) the identity
of any proposed Foreign Subcustodian (including branch designation), (ii) the
country or countries in which, and the securities depositories or clearing
agencies (hereinafter "Securities Depositories and Clearing Agencies"), if
any, through which, the Custodian or any proposed Foreign Subcustodian is
authorized to hold Securities and other Assets of each such Fund, and (iii)
the form and terms of the subcustodian agreement to be entered into with such
proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian
and the countries where and the Securities Depositories and Clearing Agencies
through which they may hold Securities and other Assets of the Fund(s) shall
be listed on Appendix A attached hereto, as it may be amended, from time to
time. Each Fund shall be responsible for informing the Custodian sufficiently
in advance of a proposed investment which is to be held in a country in which
no Foreign Subcustodian is authorized to act, in order that there shall be
sufficient time for the Custodian, or any Domestic Subcustodian, to effect the
appropriate arrangements with a proposed Foreign Subcustodian, including
obtaining approval as provided in this Section 5(b). In connection with the
appointment of any Foreign Subcustodian, the Custodian shall, or shall cause
the Domestic Subcustodian to, enter into a subcustodian agreement with the
Foreign Subcustodian in form and substance approved by each such Fund. The
Custodian shall not consent to the amendment of, and shall cause any Domestic
Subcustodian not to consent to the amendment of, any agreement entered into
with a Foreign Subcustodian, which materially affects any Fund's rights under
such agreement, except upon prior written approval of such Fund pursuant to
Special Instructions.
(c) Interim Subcustodians.
Notwithstanding the foregoing, in the event that a Fund shall invest in
an
Asset to be held in a country in which no Foreign Subcustodian is authorized
to act, the Custodian shall notify such Fund in writing by facsimile
transmission or in such other manner as such Fund and the Custodian shall
agree in writing of the unavailability of an approved Foreign Subcustodian in
such country; and upon the receipt of Special Instructions from such Fund, the
Custodian shall, or shall cause its Domestic Subcustodian to, appoint or
approve an entity (referred to herein as an "Interim Subcustodian") designated
in such Special Instructions to hold such Security or other Asset.
(d) Special Subcustodians.
Upon receipt of Special Instructions, the Custodian shall, on behalf of
a
Fund, appoint one or more banks, trust companies or other entities designated
in such Special Instructions to act for the Custodian on behalf of such Fund
as a subcustodian for purposes of: (i) effecting third-party repurchase
transactions with banks, brokers, dealers or other entities through the use of
a common custodian or subcustodian; (ii) providing depository and clearing
agency services with respect to certain variable rate demand note Securities,
(iii) providing depository and clearing agency services with respect to dollar
denominated Securities, and (iv) effecting any other transactions designated
by such Fund in such Special Instructions. Each such designated subcustodian
(hereinafter referred to as a "Special Subcustodian") shall be listed on
Appendix A attached hereto, as it may be amended from time to time. In
connection with the appointment of any Special Subcustodian, the Custodian
shall enter into a subcustodian agreement with the Special Subcustodian in
form and substance approved by the appropriate Fund in Special Instructions.
The Custodian shall not amend any subcustodian agreement entered into with a
Special Subcustodian, or waive any rights under such agreement, except upon
prior approval pursuant to Special Instructions.
(e) Termination of a Subcustodian.
The Custodian may, at any time in its discretion upon notification to
the
appropriate Fund(s), terminate any Subcustodian of such Fund(s) in accordance
with the termination provisions under the applicable subcustodian agreement,
and upon the receipt of Special Instructions, the Custodian will terminate any
Subcustodian in accordance with the termination provisions under the
applicable subcustodian agreement.
(f) Certification Regarding Foreign Subcustodians.
Upon request of a Fund, the Custodian shall deliver to such Fund a
certificate stating: (i) the identity of each Foreign Subcustodian then
acting on behalf of the Custodian; (ii) the countries in which and the
Securities
Depositories and Clearing Agencies through which each such Foreign
Subcustodian is then holding cash, Securities and other Assets of such Fund;
and (iii) such other information as may be requested by such Fund, and as the
Custodian shall be reasonably able to obtain, to evidence compliance with
rules and regulations under the 1940 Act.
6. STANDARD OF CARE.
(a) General Standard of Care.
The Custodian shall be liable to a Fund for all losses, damages and
reasonable costs and expenses suffered or incurred by such Fund resulting from
the negligence or willful misfeasance of the Custodian; provided, however, in
no event shall the Custodian be liable for special, indirect or consequential
damages arising under or in connection with this Agreement.
(b) Actions Prohibited by Applicable Law, Events Beyond Custodian's
Control, Sovereign Risk, Etc.
In no event shall the Custodian or any Domestic Subcustodian incur
liability hereunder (i) if the Custodian or any Subcustodian or Securities
System, or any subcustodian, Securities System, Securities Depository or
Clearing Agency utilized by the Custodian or any such Subcustodian, or any
nominee of the Custodian or any Subcustodian (individually, a "Person") is
prevented, forbidden or delayed from performing, or omits to perform, any act
or thing which this Agreement provides shall be performed or omitted to be
performed, by reason of: (a) any provision of any present or future law or
regulation or order of the United States of America, or any state thereof, or
of any foreign country, or political subdivision thereof or of any court of
competent jurisdiction (and neither the Custodian nor any other Person shall
be obligated to take any action contrary thereto); or (b) any event beyond the
control of the Custodian or other Person such as armed conflict, riots,
strikes, lockouts, labor disputes, equipment or transmission failures, natural
disasters, or failure of the mails, transportation, communications or power
supply; or (ii) for any loss, damage, cost or expense resulting from
"Sovereign Risk." A "Sovereign Risk" shall mean nationalization,
expropriation, currency devaluation, revaluation or fluctuation, confiscation,
seizure, cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency restrictions,
exchange controls, taxes, levies or other charges affecting a Fund's Assets;
or acts of armed conflict, terrorism, insurrection or revolution; or any other
act or event beyond the Custodian's or such other Person's control.
(c) Liability for Past Records.
Neither the Custodian nor any Domestic Subcustodian shall have any
liability in respect of any loss, damage or expense suffered by a Fund,
insofar as such loss, damage or expense arises from the performance of the
Custodian or any Domestic Subcustodian in reliance upon records that were
maintained for such Fund by entities other than the Custodian or any Domestic
Subcustodian prior to the Custodian's employment hereunder.
(d) Advice of Counsel.
The Custodian and all Domestic Subcustodians shall be entitled to
receive
and act upon advice of counsel of its own choosing on all matters. The
Custodian and all Domestic Subcustodians shall be without liability for any
actions taken or omitted in good faith pursuant to the advice of counsel.
(e) Advice of the Fund and Others.
The Custodian and any Domestic Subcustodian may rely upon the advice of
any Fund and upon statements of such Fund's accountants and other persons
believed by it in good faith to be expert in matters upon which they are
consulted, and neither the Custodian nor any Domestic Subcustodian shall be
liable for any actions taken or omitted, in good faith, pursuant to such
advice or statements.
(f) Instructions Appearing to be Genuine.
The Custodian and all Domestic Subcustodians shall be fully protected
and
indemnified in acting as a custodian hereunder upon any Resolutions of the
Board of Directors or Trustees, Instructions, Special Instructions, advice,
notice, request, consent, certificate, instrument or paper appearing to it to
be genuine and to have been properly executed and shall, unless otherwise
specifically provided herein, be entitled to receive as conclusive proof of
any fact or matter required to be ascertained from any Fund hereunder a
certificate signed by any officer of such Fund authorized to countersign or
confirm Special Instructions.
(g) Exceptions from Liability.
Without limiting the generality of any other provisions hereof, neither
the Custodian nor any Domestic Subcustodian shall be under any duty or
obligation to inquire into, nor be liable for:
(i) the validity of the issue of any Securities purchased by
or for
any Fund, the legality of the purchase thereof or evidence of ownership
required to be received by any such Fund, or the propriety of the decision to
purchase or amount paid therefor;
(ii) the legality of the sale of any Securities by or for
any Fund,
or the propriety of the amount for which the same were sold; or
(iii) any other expenditures, encumbrances of Securities,
borrowings
or similar actions with respect to any Fund's Assets;
and may, until notified to the contrary, presume that all Instructions or
Special Instructions received by it are not in conflict with or in any way
contrary to any provisions of any such Fund's Declaration of Trust,
Partnership Agreement, Articles of Incorporation or By-Laws or votes or
proceedings of the shareholders, trustees, partners or directors of any such
Fund, or any such Fund's currently effective Registration Statement on file
with the SEC.
7. LIABILITY OF THE CUSTODIAN FOR ACTIONS OF OTHERS.
(a) Domestic Subcustodians
The Custodian shall be liable for the acts or omissions of any Domestic
Subcustodian to the same extent as if such actions or omissions were performed
by the Custodian itself.
(b) Liability for Acts and Omissions of Foreign Subcustodians.
The Custodian shall be liable to a Fund for any loss or damage to such
Fund caused by or resulting from the acts or omissions of any Foreign
Subcustodian to the extent that, under the terms set forth in the subcustodian
agreement between the Custodian or a Domestic Subcustodian and such Foreign
Subcustodian, the Foreign Subcustodian has failed to perform in accordance
with the standard of conduct imposed under such subcustodian agreement and the
Custodian or Domestic Subcustodian recovers from the Foreign Subcustodian
under the applicable subcustodian agreement.
(c) Securities Systems, Interim Subcustodians, Special Subcustodians,
Securities Depositories and Clearing Agencies.
The Custodian shall not be liable to any Fund for any loss, damage or
expense suffered or incurred by such Fund resulting from or occasioned by the
actions or omissions of a Securities System, Interim Subcustodian, Special
Subcustodian, or Securities Depository and Clearing Agency unless such loss,
damage or expense is caused by, or results from, the negligence or willful
misfeasance of the Custodian.
(d) Defaults or Insolvencies of Brokers, Banks, Etc.
The Custodian shall not be liable for any loss, damage or expense
suffered
or incurred by any Fund resulting from or occasioned by the actions,
omissions, neglects, defaults or insolvency of any broker, bank, trust company
or any other person with whom the Custodian may deal (other than any of such
entities acting as a Subcustodian, Securities System or Securities Depository
and Clearing Agency, for whose actions the liability of the Custodian is set
out elsewhere in this Agreement) unless such loss, damage or expense is caused
by, or results from, the negligence or willful misfeasance of the Custodian.
(e) Reimbursement of Expenses.
Each Fund agrees to reimburse the Custodian for all out-of-pocket
expenses
incurred by the Custodian in connection with this Agreement, but excluding
salaries and usual overhead expenses.
8. INDEMNIFICATION.
(a) Indemnification by Fund.
Subject to the limitations set forth in this Agreement, each Fund agrees
to indemnify and hold harmless the Custodian and its nominees from all losses,
damages and expenses (including attorneys' fees) suffered or incurred by the
Custodian or its nominee caused by or arising from actions taken by the
Custodian, its employees or agents in the performance of its duties and
obligations under this Agreement, including, but not limited to, any
indemnification obligations undertaken by the Custodian under any relevant
subcustodian agreement; provided, however, that such indemnity shall not apply
to the extent the Custodian is liable under Sections 6 or 7 hereof.
If any Fund requires the Custodian to take any action with respect to
Securities, which action involves the payment of money or which may, in the
opinion of the Custodian, result in the Custodian or its nominee assigned to
such Fund being liable for the payment of money or incurring liability of some
other form, such Fund, as a prerequisite to requiring the Custodian to take
such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
(b) Indemnification by Custodian.
Subject to the limitations set forth in this Agreement and in addition
to
the obligations provided in Sections 6 and 7, the Custodian agrees to
indemnify and hold harmless each Fund from all losses, damages and expenses
suffered or incurred by each such Fund caused by the negligence or willful
misfeasance of the Custodian.
9. ADVANCES.
In the event that, pursuant to Instructions, the Custodian or any
Subcustodian, Securities System, or Securities Depository or Clearing Agency
acting either directly or indirectly under agreement with the Custodian (each
of which for purposes of this Section 9 shall be referred to as "Custodian"),
makes any payment or transfer of funds on behalf of any Fund as to which there
would be, at the close of business on the date of such payment or transfer,
insufficient funds held by the Custodian on behalf of any such Fund, the
Custodian may, in its discretion without further Instructions, provide an
advance ("Advance") to any such Fund in an amount sufficient to allow the
completion of the transaction by reason of which such payment or transfer of
funds is to be made. In addition, in the event the Custodian is directed by
Instructions to make any payment or transfer of funds on behalf of any Fund as
to which it is subsequently determined that such Fund has overdrawn its cash
account with the Custodian as of the close of business on the date of such
payment or transfer, said overdraft shall constitute an Advance. Any Advance
shall be payable by the Fund on behalf of which the Advance was made on demand
by Custodian, unless otherwise agreed by such Fund and the Custodian, and
shall accrue interest from the date of the Advance to the date of payment by
such Fund to the Custodian at a rate agreed upon in writing from time to time
by the Custodian and such Fund. It is understood that any transaction in
respect of which the Custodian shall have made an Advance, including but not
limited to a foreign exchange contract or transaction in respect of which the
Custodian is not acting as a principal, is for the account of and at the risk
of the Fund on behalf of which the Advance was made, and not, by reason of
such Advance, deemed to be a transaction undertaken by the Custodian for its
own account and risk. The Custodian and each of the Funds which are parties
to this Agreement acknowledge that the purpose of Advances is to finance
temporarily the purchase or sale of Securities for prompt delivery in
accordance with the settlement terms of such transactions or to meet emergency
expenses not reasonably foreseeable by a Fund. The Custodian shall promptly
notify the appropriate Fund of any Advance. Such notification shall be sent
by facsimile transmission or in such other manner as such Fund and the
Custodian may agree.
10. LIENS.
The Bank shall have a lien on the Property in the Custody Account to
secure payment of fees and expenses for the services rendered under this
Agreement. If the Bank advances cash or securities to the Fund for any
purpose or in the event that the Bank or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of its duties hereunder, except such as may
arise from its or its nominee's negligent action, negligent failure to act or
willful misconduct, any Property at any time held for the Custody Account
shall be security therefor and the Fund hereby grants a security interest
therein to the Bank. The Fund shall promptly reimburse the Bank for any such
advance of cash or securities or any such taxes, charges, expenses,
assessments, claims or liabilities upon request for payment, but should the
Fund fail to so reimburse the Bank, the Bank shall be entitled to dispose of
such Property to the extent necessary to obtain reimbursement. The Bank shall
be entitled to debit any account of the Fund with the Bank including, without
limitation, the Custody Account, in connection with any such advance and any
interest on such advance as the Bank deems reasonable.
11. COMPENSATION.
Each Fund will pay to the Custodian such compensation as is agreed to in
writing by the Custodian and each such Fund from time to time. Such
compensation, together with all amounts for which the Custodian is to be
reimbursed in accordance with Section 7(e), shall be billed to each such Fund
and paid in cash to the Custodian.
12. POWERS OF ATTORNEY.
Upon request, each Fund shall deliver to the Custodian such proxies,
powers of attorney or other instruments as may be reasonable and necessary or
desirable in connection with the performance by the Custodian or any
Subcustodian of their respective obligations under this Agreement or any
applicable subcustodian agreement.
13. TERMINATION AND ASSIGNMENT.
Any Fund or the Custodian may terminate this Agreement by notice in
writing, delivered or mailed, postage prepaid (certified mail, return receipt
requested) to the other not less than 90 days prior to the date upon which
such termination shall take effect. Upon termination of this Agreement, the
appropriate Fund shall pay to the Custodian such fees as may be due the
Custodian hereunder as well as its reimbursable disbursements, costs and
expenses paid or incurred. Upon termination of this Agreement, the Custodian
shall deliver, at the terminating party's expense, all Assets held by it
hereunder to the appropriate Fund or as otherwise designated by such Fund by
Special Instructions. Upon such delivery, the Custodian shall have no further
obligations or liabilities under this Agreement except as to the final
resolution of matters relating to activity occurring prior to the effective
date of termination.
This Agreement may not be assigned by the Custodian or any Fund without
the respective consent of the other, duly authorized by a resolution by its
Board of Directors or Trustees.
14. ADDITIONAL FUNDS.
An additional Fund or Funds may become a party to this Agreement after
the
date hereof by an instrument in writing to such effect signed by such Fund or
Funds and the Custodian. If this Agreement is terminated as to one or more of
the Funds (but less than all of the Funds) or if an additional Fund or Funds
shall become a party to this Agreement, there shall be delivered to each party
an Appendix #1 or an amended Appendix #1, signed by each of the additional
Funds (if any) and each of the remaining Funds as well as the Custodian,
deleting or adding such Fund or Funds, as the case may be. The termination of
this Agreement as to less than all of the Funds shall not affect the
obligations of the Custodian and the remaining Funds hereunder as set forth on
the signature page hereto and in Appendix #1 as revised from time to time.
15. NOTICES.
As to each Fund, notices, requests, instructions and other writings
delivered to Jones & Babson, Inc, 700 Karnes Blvd., Kansas City, Missouri
64108, postage prepaid, or to such other address as any particular Fund may
have designated to the Custodian in writing, shall be deemed to have been
properly delivered or given to a Fund.
Notices, requests, instructions and other writings delivered to the
Securities Administration Department of the Custodian at its office at 928
Grand Avenue, Kansas City, Missouri, or mailed postage prepaid, to the
Custodian's Securities Administration Department, Post Office Box 226, Kansas
City, Missouri 64141, or to such other addresses as the Custodian may have
designated to each Fund in writing, shall be deemed to have been properly
delivered or given to the Custodian hereunder; provided, however, that
procedures for the delivery of Instructions and Special Instructions shall be
governed by Section 2(c) hereof.
16. MISCELLANEOUS.
(a) This Agreement is executed and delivered in the State of Missouri
and
shall be governed by the laws of such state.
(b) All of the terms and provisions of this Agreement shall be binding
upon, and inure to the benefit of, and be enforceable by the respective
successors and assigns of the parties hereto.
(c) No provisions of this Agreement may be amended, modified or waived,
in any manner except in writing, properly executed by both parties hereto;
provided, however, Appendix A may be amended from time to time as Domestic
Subcustodians, Foreign Subcustodians, Special Subcustodians, and Securities
Depositories and Clearing Agencies are approved or terminated according to the
terms of this Agreement.
(d) The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
(e) This Agreement shall be effective as of the date of execution
hereof.
(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
(g) The following terms are defined terms within the meaning of this
Agreement, and the definitions thereof are found in the following sections of
the Agreement:
Term Section
Account 4(b)(3)(ii)
ADR'S 4(j)
Advance 9
Assets 2(b)
Authorized Person 3
Banking Institution 4(1)
Domestic Subcustodian 5(a)
Foreign Subcustodian 5(b)
Instruction 2(c)(1)
Interim Subcustodian 5(c)
Interest Bearing Deposit 4(1)
Term Section
Liability 10
OCC 4(g)(2)
Person 6(b)
Procedural Agreement 4(h)
SEC 4(b)(3)
Securities 2(a)
Securities Depositories and
Clearing Agencies 5(b)
Securities System 4(b)(3)
Shares 4(s)
Sovereign Risk 6(b)
Special Instruction 2(c)(2)
Special Subcustodian 5(c)
Subcustodian 5
1940 Act 4(v)
(h) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid by any court of
competent jurisdiction, the remaining portion or portions shall be considered
severable and shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if this Agreement did not contain
the particular part, term or provision held to be illegal or invalid.
(i) This Agreement constitutes the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof, and
accordingly supersedes, as of the effective date of this Agreement, any
custodian agreement heretofore in effect between the Fund and the Custodian.
IN WITNESS WHEREOF, the parties hereto have caused this Custody
Agreement to be executed by their respective duly authorized officers.
JONES & BABSON FUNDS
By: P. Bradley Adams
Name: P. Bradley Adams
Title: Treasurer
Date: May 5, 1997
UMB BANK, N.A.
By: Ralph R. Santoro
Name: Ralph R. Santoro
Title: Vice President
Date: April 22, 1997
APPENDIX A
CUSTODY AGREEMENT
DOMESTIC SUBCUSTODIANS:
United Missouri Trust Company of New York
Morgan Stanley Trust Company (Foreign Securities Only)
SECURITIES SYSTEMS:
Federal Book Entry
Depository Trust Company
Participant's Trust Company
SPECIAL SUBCUSTODIANS:
SECURITIES DEPOSITORIES
COUNTRIES FOREIGN SUBCUSTODIANS CLEARING AGENCIES
Euroclear
JONES & BABSON FUNDS
By: P. Bradley Adams
Name: P. Bradley Adams
Title: Treasurer
Date: May 5, 1997
UMB BANK, N.A.
By: Ralph R. Santoro
Name: Ralph R. Santoro
Title: Vice President
Date: April 22, 1997
APPENDIX #1
UMB Bank, n.a.
AND
UNITED MISSOURI TRUST COMPANY OF NEW YORK
DOMESTIC CUSTODY FEE AGREEMENT
FOR THE
JONES AND BABSON FAMILY OF FUNDS
JONES AND BABSON FUNDS
David L. Babson Growth Fund, Inc.
Babson Enterprise Fund, Inc.
Babson Enterprise II, Fund, Inc.
Babson Value Fund, Inc.
Shadow Stock Fund, Inc.
D. L. Babson Tax-Free Income Fund, Inc. - Portfolio S
D. L. Babson Tax-Free Income Fund, Inc. - Portfolio L
D. L. Babson Tax-Free Income Fund, Inc. - Portfolio M
D. L. Babson Money Market Fund, Inc. - Prime Portfolio
D. L. Babson Money Market Fund, Inc. - Federal Portfolio
D. L. Babson Bond Trust - Short Portfolio
D. L. Babson Bond Trust - Long Portfolio
Buffalo Balanced Fund, Inc.
Buffalo Equity Fund, Inc.
Buffalo Global Fund, Inc.
Buffalo High Yield Fund, Inc.
Buffalo Small Cap Fund, Inc.
AFBA Five Star Fund, Inc. - Balanced Portfolio
AFBA Five Star Fund, Inc. - Equity Portfolio
AFBA Five Star Fund, Inc. - USA Global Portfolio
AFBA Five Star Fund, Inc. - High Yield Portfolio
Jones & Babson UMB Bank, n.a.
By: /s/P. Bradley Adams By: /s/Ralph R. Santoro
Name: P/ Bradley Adams Name: Ralph R. Santoro
Title: Treasurer Title: Vice President
Date: 5/5/97 Date: 04/22/97
19
EX99.23(h)
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 25th day of January, 1994 between
Buffalo Fund, Inc., a Maryland corporation (the "Fund"), and
Jones & Babson, Inc., a Missouri corporation (the "Transfer Agent")...
This Agreement made as of the 23rd day of November, 1994 between
Buffalo Equity Fund, Inc., a Maryland corporation (the "Fund"), and
Jones & Babson, Inc., a Missouri corporation (the "Transfer Agent")...
This Agreement made as of the 23rd day of November, 1994 between
Buffalo High Yield Fund, Inc., a Maryland corporation (the "Fund"), and
Jones & Babson, Inc., a Missouri corporation (the "Transfer Agent")...
This Agreement made as of the 23rd day of November, 1994 between
Buffalo USA Global Fund, Inc., a Maryland corporation (the "Fund"),
and Jones & Babson, Inc., a Missouri corporation (the "Transfer Agent").
This Agreement made as of 14th of April, 1998 between
Buffalo Balanced Small Cap Fund, Inc., a Maryland corporation (the "Fund"),
and Jones & Babson, Inc., a Missouri corporation (the "Transfer Agent")...
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in a
Certificate, as hereinafter defined. From time to time, the Fund may
amend a previously delivered Certificate by delivering to the Transfer
Agent a Certificate naming an additional entity or deleting any entity
named in a previously delivered Certificate.
2. The "Board of Directors" shall mean the Board of Directors
of the Fund.
3. "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be
given to the Transfer Agent by the Fund which is signed by any Officer,
as hereinafter defined, and actually received by the Transfer Agent.
4. "Custodian" shall mean the financial institution appointed
as custodian under the terms and conditions of the Custody Agreement
between the financial institution and the Fund, or its successor(s).
5. "Fund Business Day" shall be determined as set out in the
Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President, any
Vice President, Secretary, Treasurer, Controller, any Assistant
Controller, any Assistant Treasurer and any Assistant Secretary, and any
other person duly authorized by the Board of Directors of the Fund to
execute any Certificate, instruction, notice or other instrument on
behalf of the Fund, and any person reasonably believed by the Transfer
Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the provision of
Transfer Agent services or pursuant to this Agreement for the following
purposes: postage (and first class mail insurance in connection with
mailing Share certificates), envelopes, check forms, continuous forms,
forms for reports and statements, stationery and other similar items,
telephone and telegraph charges incurred in answering inquiries from
dealers or shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent storage of
records and cost of insertion of materials in mailing envelopes by
outside firms. Any charges associated with special or exception
processing shall also be considered Out-of-Pocket Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with respect to
which the Fund has indicated a registration statement under the
Securities Act of 1933, as amended, has become effective, including the
Statement of Additional Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or portfolio
listed in the Certificate as to which the Transfer Agent acts as
transfer agent hereunder, as may be amended from time to time, which are
authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund hereby
constitutes and appoints the Transfer Agent as transfer agent of all the
Shares of the Fund and as dividend disbursing agent during the period of
this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer
agent and dividend disbursing agent and agrees to perform duties thereof
as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following documents to
the Transfer Agent:
(i) A copy of the Articles of Incorporation of the Fund
and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of Directors of
the Fund
certified by the Secretary of the Fund appointing the Transfer
Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of such
authorized Shares issued, the number of such authorized Shares
issued and currently outstanding, the names and specimen
signatures of the Officers of the Fund and the name and address of
the legal counsel for the Fund;
(v) Specimen Share certificate for each or series class of
Shares in the form approved by the Board of Directors of the Fund
(and in a format compatible with the Transfer Agent's system),
together with a Certificate signed by the Secretary of the Fund as
to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
and under the Investment Company Act of 1940, as amended, together
with any applications filed in connection therewith; and
(vii) Opinion of counsel for the Fund with respect to the
validity of the authorized and outstanding Shares, whether such
Shares are fully paid and nonassessable and the status of such
Shares under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective or, if exempt, the
specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall deliver
to the Transfer Agent the following documents on or before the effective
date of any increase or decrease in the total number of Shares
authorized to be issued:
(a) A certified copy of the amendment to the Articles of
Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel for
the Fund with respect to the validity of the Shares of the Fund
and the status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation (i.e.,
if subject to registration, that they have been registered and
that the registration statement has become effective or, if
exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of the
Transfer Agent was theretofore expressly limited, a certified copy
of a resolution of the Board of Directors of the Fund increasing
the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant to
stock dividends or stock splits, etc., and prior to any reduction in the
number of Shares outstanding, if requested by the Transfer Agent, the
Fund shall deliver the following documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by the
Board of Directors and/or the shareholders of the Fund authorizing
such issuance of additional Shares or such reduction, as the case
may be; and
(b) An opinion of counsel for the Fund with respect to
the validity of the Shares and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable
federal law or regulation (i.e., if subject to registration, that
they have been registered and that the registration statement has
become effective, or, if exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization or
other capital adjustment requiring a change in the form of Share
certificates, the Transfer Agent will issue Share certificates in the
new form in exchange for, or upon transfer of, outstanding Share
certificates in the old form, upon receiving:
a) A Certificate authorizing the issuance of the Share
certificates in the new form;
(b) A certified copy of any amendment to the Articles of
Incorporation with respect to the change;
(c) Specimen Share certificates for each class of Shares
in the new form approved by the Board of Directors of the Fund,
with a Certificate signed by the Secretary of the Fund as to such
approval; and
(d) An opinion of counsel for the Fund with respect to the
validity of the Shares in the new form and the status of such
Shares under the Securities Act of 1933, as amended, and any other
applicable federal law or regulation (i.e., if subject to
registration, that the Shares have been registered and that the
registration statement has become effective or, if exempt, the
specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer Agent
with a sufficient supply of blank Share certificates in the new form and
from time to time will replenish such supply upon the request of the
Transfer Agent. Such blank Share certificates shall be compatible with
the Transfer Agent's system and shall be properly signed by facsimile or
otherwise by Officers of the Fund authorized by law or by the By-laws to
sign Share certificates and, if required, shall bear the corporate seal
or facsimile thereof. The Fund agrees to indemnify and exonerate, save
and hold the Transfer Agent harmless from and against any and all claims
or demands that may be asserted against the Transfer Agent with respect
to the genuineness of any Share certificate supplied to the Transfer
Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has received a
copy of the Fund's Prospectus, which Prospectus describes how
sales and redemption of Shares of the Fund shall be made, and the
Transfer Agent agrees to accept purchase orders and redemption
requests with respect to Shares on each Fund Business Day in
accordance with such Prospectus. The Fund agrees to provide the
Transfer Agent with sufficient advance notice to enable the
Transfer Agent to effect any changes in the procedures set forth
in the Prospectus regarding such purchase and redemption
procedure; provided, however, that in no event will such advance
notice be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect to
each Fund Business Day, at such times as are agreed upon from time
to time by the Transfer Agent and the Fund, a computer tape or
electronic data transmission consistent in all respects with the
Transfer Agent's record format, as amended from time to time,
which is believed by the Transfer Agent to be furnished by or on
behalf of any Approved Institution. The Transfer Agent shall not
be liable for any losses or damages to the Fund or its
shareholders in the event that a computer tape or electronic data
transmission from an Approved Institution is unable to be
processed for any reason beyond the control of the Transfer Agent,
or if any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as of
the time at which the Fund computes the net asset value of the Fund,
issue to and redeem from the accounts specified in a purchase order,
redemption request or computer tape or electronic data transmission,
which in accordance with the Prospectus is effective on such Fund
Business Day, the appropriate number of full and fractional Shares based
on the net asset value per Share of such Fund specified in an advice
received on such Fund Business Day from the Fund. Notwithstanding the
foregoing, if a redemption specified in a computer tape or electronic
data transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account, the
Transfer Agent shall not effect such redemption in whole or in part and
shall within twenty-four (24) hours orally advise the Approved
Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as of each
Fund Business Day, as specified in a Certificate or resolution described
in paragraph 1 of succeeding Article VI, issue Shares of the Fund based
on the net asset value per Share of such Fund specified in an advice
received from the Fund on such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall supply
the Fund with a statement specifying with respect to the immediately
preceding Fund Business Day: the total number of Shares of the Fund
(including fractional Shares) issued and outstanding at the opening of
business on such day; the total number of Shares of the Fund sold on
such day, pursuant to the preceding paragraph 2 of this Article; the
total number of Shares of the Fund redeemed from shareholders by the
Transfer Agent on such day; the total number of Shares of the Fund, if
any, sold on such day pursuant to the preceding paragraph 3 of this
Article, and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are prescribed
by the Federal Securities laws applicable to transfer agents or as
described in the Prospectus. If the Prospectus indicates that
certificates for Shares are available and if specifically requested in
writing by any shareholder, or if otherwise required hereunder, the
Transfer Agent will countersign (if necessary), issue and mail to such
shareholder at the address set forth in the records of the Transfer
Agent a Share certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and dollar
amount of Shares to be redeemed on such Fund Business Day in accordance
with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys paid
to it by the Custodian in connection with a redemption of Shares, the
Transfer Agent shall cancel the redeemed Shares and after making
appropriate deduction for any withholding of taxes required of it by
applicable law: (a) in the case of a redemption of Shares pursuant to a
redemption described in the preceding paragraph l(a) of this Article,
make payment in accordance with the Fund's redemption and payment
procedures described in the Prospectus; and (b) in the case of a
redemption of Shares pursuant to a computer tape or electronic data
transmission described in the preceding paragraph l(b) of this Article,
make payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in said
computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any Shares
after it has received from an Officer of the Fund or from an appropriate
federal or state authority written notification that the sale of Shares
has been suspended or discontinued, and the Transfer Agent shall be
entitled to rely upon such written notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the payment
of any original issue or other taxes required to be paid by the Fund in
connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's record
format, as amended from time to time, which is reasonably believed by
the Transfer Agent to be furnished by or on behalf of any Approved
Institution and is represented to be instructions with respect to the
transfer of Shares from one account of such Approved Institution to
another such account, and shall effect the transfers specified in said
computer tape or electronic data transmission. The Transfer Agent shall
not be liable for any losses to the Fund or its shareholders in the
event that a computer tape or electronic data transmission from an
Approved Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on such tape
or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b) of
this paragraph and in paragraph 13 of this Article, Shares will be
transferred or redeemed upon presentation to the Transfer Agent of
Share certificates or instructions properly endorsed for transfer
or redemption, accompanied by such documents as the Transfer Agent
deems necessary to evidence the authority of the person making
such transfer or redemption, and bearing satisfactory evidence of
the payment of stock transfer taxes. In the case of small estates
where no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares registered
in the name of a decedent where the current market value of the
Shares being transferred does not exceed such amount as may from
time to time be prescribed by various states. The Transfer Agent
reserves the right to refuse to transfer or redeem Shares until it
is satisfied that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it will
require, unless otherwise instructed by an authorized Officer of
the Fund, a guarantee of signature by an "Eligible Guarantor
Institution" as that term is defined by SEC Rule 17Ad-15. The
Transfer Agent also reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the requested transfer or
redemption is legally authorized, and it shall incur no liability
for the refusal, in good faith, to make transfers or redemptions
which the Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis to
any claims adverse to such transfer or redemption. The Transfer
Agent may, in effecting transfers and redemptions of Shares, rely
upon those provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial Code, as
the same may be amended from time to time, applicable to the
transfer of securities, and the Fund shall indemnify the Transfer
Agent for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the Transfer
Agent for any act done by it as a result of willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties.
The Transfer Agent shall be entitled to accept, and shall be fully
protected by the Fund in accepting, any request from any entity to
carry out any transaction in Shares received by the Transfer Agent
through any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, the Transfer Agent
shall be fully protected by the Fund in not requiring any
instruments, documents, assurances, endorsements or guarantees,
including, without limitation, any signature guarantees, in
connection with a redemption or transfer of Shares whenever the
Transfer Agent reasonably believes that requiring the same would
be inconsistent with the transfer and redemption procedures as
described in the Prospectus.
12. Notwithstanding any provision contained in this Agreement to
the contrary, the Transfer Agent shall not be required or expected to
require, as a condition to any transfer of any Shares pursuant to
paragraph 11 of this Article or any redemption of any Shares pursuant to
a computer tape or electronic data transmission described in this
Agreement, any documents, including, without limitation, any documents
of the kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the transfer
or redemption and/or the payment of any stock transfer taxes, and shall
be fully protected in acting in accordance with the applicable
provisions of this Article.
13. (a) As used in this Agreement, the terms "computer tape
or electronic data transmission" and "computer tape believed by
the Transfer Agent to be furnished by an Approved Institution",
shall include any tapes generated by the Transfer Agent to reflect
information believed by the Transfer Agent to have been input by
an Approved Institution, via a remote terminal or other similar
link, into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer Agent's
premises. For purposes of paragraph 1 of this Article, such a
computer tape or electronic data transmission shall be deemed to
have been furnished at such times as are agreed upon from time to
time by the Transfer Agent and Fund only if the information
reflected thereon was input to the System at such times as are
agreed upon from time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall constitute
any agreement or representation by the Transfer Agent to permit,
or to agree to permit, any Approved Institution to input
information into a System.
(c) The Transfer Agent reserves the right to approve, in
advance, any Approved Institution; such approval not to be
unreasonably withheld. The Transfer Agent also reserves the right
to terminate any and all automated data communications, at its
discretion, upon a reasonable attempt to notify the Fund when in
the opinion of the Transfer Agent continuation of such
communications would jeopardize the accuracy and/or integrity of
the Fund's records on the System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of a
resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting forth
the date of the declaration of a dividend or distribution, the date of
accrual or payment, as the case may be, thereof, the record date as of
which shareholders entitled to payment, or accrual, as the case may be,
shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and
unpaid dividends are to be paid and the total amount, if any, payable to
the Transfer Agent on such payment date; or (ii) authorizing the
declaration of dividends and distributions on a daily or other periodic
basis and authorizing the Transfer Agent to rely on a Certificate
setting forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a cash
dividend or distribution, cause the Custodian to deposit in an account
in the name of the Transfer Agent on behalf of the Fund an amount of
cash, if any, sufficient for the Transfer Agent to make the payment, as
of the mail date, specified in such Certificate or resolution, as the
case may be, to the shareholders who were of record on the record date.
The Transfer Agent will, upon receipt of any such cash, make payment of
such cash dividends or distributions to the shareholders of record as of
the record date by: (i) mailing a check, payable to the registered
shareholder, to the address of record or dividend mailing address; or
(ii) wiring such amounts to the accounts previously designated by an
Approved Institution, as the case may be. The Transfer Agent shall not
be liable for any improper payments made in good faith and without
negligence, in accordance with a Certificate or resolution described in
the preceding paragraph. If the Transfer Agent shall not receive from
the Custodian sufficient cash to make payments of any cash dividend or
distribution to all shareholders of the Fund as of the record date, the
Transfer Agent shall, upon notifying the Fund, withhold payment to all
shareholders of record as of the record date until sufficient cash is
provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no way be
responsible for the determination of the rate or form of dividends or
capital gain distributions due to the shareholders. It is expressly
agreed and understood that the Transfer Agent is not liable for any loss
as a result of processing a distribution based on information provided
in the Certificate that is incorrect. The Fund agrees to pay the
Transfer Agent for any and all costs, both direct and Out-of-Pocket
Expenses, incurred in such corrective work as necessary to remedy such
error.
4. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividend and
capital gain distributions with the proper federal, state and local
authorities as are required by law to be filed by the Fund, but shall in
no way be responsible for the collection or withholding of taxes due on
such dividends or distributions due to shareholders, except and only to
the extent required by applicable law. Anything in this Agreement to the
contrary notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal, state and
local authorities of all tax information with respect to any Fund
account maintained under Matrix Level 3 through any of the various
programs offered through the NSCC (including, but not limited to,
Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing under
the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and perform
this Agreement.
(c) All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act of
1933, as amended, with respect to the Shares is effective. The
Fund shall notify the Transfer Agent if such registration
statement or any state securities registrations have been
terminated or a stop order has been entered with respect to the
Shares.
2. Each copy of the Articles of Incorporation of the Fund and
copies of all amendments thereto shall be certified by the Secretary of
State (or other appropriate official) of the state of organization, and
if such Articles of Incorporation and/or amendments are required by law
also to be filed with a county or other officer or official body, a
certificate of such filing shall be filed with a certified copy
submitted to the Transfer Agent. Each copy of the By-laws and copies of
all amendments thereto, and copies of resolutions of the Board of
Directors of the Fund shall be certified by the Secretary of the Fund
under seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign Share
certificates, notifications or requests, together with a specimen
signature of each new Officer. In the event any Officer who shall have
signed manually or whose facsimile signature shall have been affixed to
blank Share certificates shall die, resign or be removed prior to
issuance of such Share certificates, the Transfer Agent may issue such
Share certificates of the Fund notwithstanding such death, resignation
or removal, and the Fund shall promptly deliver to the Transfer Agent
such approval, adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to deliver
to the Transfer Agent the Fund's currently effective Prospectus and, for
purposes of this Agreement, the Transfer Agent shall not be deemed to
have notice of any information contained in such Prospectus until a
reasonable time after it is actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under
the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and perform
this Agreement.
(c) All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund or
person designated by the Fund and shall not be held to have any notice
of any change of authority of any person until receipt of written notice
thereof from the Fund or such person. It shall also be protected in
processing Share certificates which bear the proper countersignature of
the Transfer Agent and which it reasonably believes to bear the proper
manual or facsimile signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may establish
such additional procedures, rules and regulations governing the transfer
or registration of Share certificates as it may deem advisable and
consistent with such rules and regulations generally adopted by mutual
fund transfer agents.
4. The Transfer Agent shall keep such records as it may deem
advisable and is agreeable to the Fund, but not inconsistent with the
rules and regulations of appropriate government authorities, in
particular Rules 31a-2 and 31a-3 under the Investment Company Act of
1940, as amended. The Transfer Agent acknowledges that such records are
the property of the Fund. The Transfer Agent may deliver to the Fund
from time to time at its discretion, for safekeeping or disposition by
the Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer Agent, as
the Transfer Agent may deem expedient, other than those which the
Transfer Agent is itself required to maintain pursuant to applicable
laws and regulations. The Fund shall assume all responsibility for any
failure thereafter to produce any record, paper, cancelled Share
certificate or other document so returned, if and when required. Such
records maintained by the Transfer Agent pursuant to this paragraph 4,
which have not been previously delivered to the Fund pursuant to the
foregoing provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund, and
records shall be delivered to the Fund upon request and in any event
upon the date of termination of this Agreement, as specified in Article
IX of this Agreement, in the form and manner kept by the Transfer Agent
on such date of termination or such earlier date as may be requested by
the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or omissions
to act or otherwise, except for any loss or damage arising out of its
bad faith, willful misfeasance, gross negligence or reckless disregard
of its duties under this Agreement.
6. (a) The Fund shall indemnify and exonerate, save and hold
harmless the Transfer Agent from and against any and all claims
(whether with or without basis in fact or law), demands, expenses
(including reasonable attorneys' fees) and liabilities of any and
every nature which the Transfer Agent may sustain or incur or
which may be asserted against the Transfer Agent by any person by
reason of or as a result of any action taken or omitted to be
taken by any prior transfer agent of the Fund or as a result of
any action taken or omitted to be taken by the Transfer Agent in
good faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement; (ii)
the Prospectus; (iii) any instruction or order including, without
limitation, any computer tape or electronic data transmission
reasonably believed by the Transfer Agent to have been received
from an Approved Institution; (iv) any instrument, order or Share
certificate reasonably believed by it to be genuine and to be
signed, countersigned or executed by any duly authorized Officer
of the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or the
Transfer Agent; or (vii) any request by any entity to carry out
any transaction in Shares received by the Transfer Agent through
any of the various programs offered through the NSCC (including,
but not limited to, Networking and FundServ). The Fund shall
indemnify and exonerate, save and hold the Transfer Agent harmless
from and against any and all claims (whether with or without basis
in fact or law), demands, expenses (including reasonable
attorneys' fees) and liabilities of any and every nature which the
Transfer Agent may sustain or incur or which may be asserted
against the Transfer Agent by any person by reason of or as a
result of any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation of
the same even though such law, act or regulation may thereafter
have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim, demand,
expense or liability to which it may seek indemnity pursuant to
paragraph 6(a) above (each, an "Indemnifiable Claim") without
the express written consent of an Officer of the Fund. The
Transfer Agent shall notify the Fund within fifteen (15) days of
receipt of notification of an Indemnifiable Claim, provided that
the failure by the Transfer Agent to furnish such notification
shall not impair its right to seek indemnification from the Fund
unless the Fund is unable to adequately defend the Indemnifiable
Claim as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the Fund
with timely notice of the institution of litigation a judgment by
default is entered, prior to seeking indemnification from the Fund
the Transfer Agent, at its own cost and expense, shall open such
judgment. The Fund shall have the right to defend any
Indemnifiable Claim at its own expense, provided that such defense
shall be conducted by counsel selected by the Fund and reasonably
acceptable to the Transfer Agent. The Transfer Agent may join in
such defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall not
settle any Indemnifiable Claim without the express written consent
of the Transfer Agent if the Transfer Agent determines that such
settlement would have an adverse effect on the Transfer Agent
beyond the scope of this Agreement. In such event, the Fund and
the Transfer Agent shall each be responsible for their own defense
at their own cost and expense, and such claim shall not be deemed
an Indemnifiable Claim hereunder. If the Fund shall fail or refuse
to defend an Indemnifiable Claim, the Transfer Agent may provide
its own defense at the cost and expense of the Fund. Anything in
this Agreement to the contrary notwithstanding, the Fund shall not
indemnify the Transfer Agent against any liability or expense
arising out of the Transfer Agent's willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any and all
losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to any action or
failure or omission to act by the Transfer Agent as a result of
the Transfer Agent's lack of good faith, gross negligence or
willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the drawer is
forged and which the Fund's Custodian has advised the Transfer Agent to
honor the redemption (but nothing herein is meant to impose any duties
upon the Fund's Custodian); nor shall the Transfer Agent be liable for
any material alteration or absence or forgery of any endorsement, it
being understood that the Transfer Agent's sole responsibility with
respect to inspecting redemption drafts is to use reasonable care to
verify the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of whether
the Transfer Agent has breached this Agreement in any way, any period of
time, and only such period of time during which the Transfer Agent's
performance is materially affected, by reason of circumstances beyond
its control (collectively, "Causes"), including, without limitation,
mechanical breakdowns of equipment (including any alternative power
supply and operating systems software), flood or catastrophe, acts of
God, failures of transportation, communication or power supply, strikes,
lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer of
the Fund for written instructions with respect to any matter arising in
connection with the Transfer Agent's duties and obligations under this
Agreement, and the Transfer Agent shall not be liable for any action
taken or permitted by it in good faith in accordance with such written
instructions. Such application by the Transfer Agent for written
instructions from an Officer of the Fund may set forth in writing any
action proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the date
on and/or after which such action shall be taken. The Transfer Agent
shall not be liable for any action taken or omitted in accordance with a
proposal included in any such application on or after the date specified
therein unless, prior to taking or omitting any such action, the
Transfer Agent has received written instructions in response to such
application specifying the action to be taken or omitted. The Transfer
Agent may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully protected
with respect to anything done or omitted by it in good faith in
accordance with the advice or opinion of counsel to the Fund or its own
counsel.
10. The Transfer Agent may issue new Share certificates in place
of certificates represented to have been lost, stolen or destroyed upon
receiving written instructions from the shareholder accompanied by proof
of an indemnity or surety bond issued by a recognized insurance
institution specified by the Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the shareholder
or broker dealer that the certificate issued was never received, and
such notification is made within thirty (30) days of the date of
issuance, the Transfer Agent may reissue the certificate without
requiring a surety bond. The Transfer Agent may also reissue
certificates which are represented as lost, stolen or destroyed without
requiring a surety bond provided that the notification is in writing and
accompanied by an indemnification signed on behalf of a member firm of
the New York Stock Exchange and signed by an officer of said firm with
the signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from an
Officer of the Fund.
11. In case of any requests or demands for the inspection of the
shareholder records of the Fund, the Transfer Agent will endeavor to
notify the Fund promptly and to secure instructions from an Officer as
to such inspection. The Transfer Agent reserves the right, however, to
exhibit the shareholder records to any person whenever it receives an
opinion from its counsel that there is a reasonable likelihood that the
Transfer Agent will be held liable for the failure to exhibit the
shareholder records to such person; provided, however, that in
connection with any such disclosure the Transfer Agent shall promptly
notify the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer Agent
will address and mail such appropriate notices to shareholders as the
Fund may direct.
13. Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares, the
sufficiency of the amount to be received therefor, or the
authority of the Approved Institution or of the Fund, as the case
may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be paid
therefor, or the authority of the Approved Institution or of the
Fund, as the case may be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the
Fund, or the legality of the issue of any Shares in payment of any
stock dividend; or
(d) The legality of any recapitalization or readjustment
of Shares.
14. The Transfer Agent shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically
set forth in this Agreement, and no covenant or obligation shall be
implied in this Agreement against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for, and
Transfer Agent will provide, beginning on the execution date of
this Agreement and continuing until the termination of this
Agreement as provided hereinafter, the services set forth in
Schedule I.
(b) The current unit prices for the services are set forth
in Schedule II (the "Schedule II Fees"). Effective as of January
1, 1997, once in each calendar year, the Transfer Agent may elect
to raise the Schedule II Fees upon ninety (90) days prior notice
to the Fund, all subject to the mutual agreement of the parties
hereto. Notwithstanding the annual right to raise the Schedule II
Fees, the Transfer Agent may increase prices due to changes in
legal or regulatory requirements subject to the approval of the
Fund, which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall bill the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses. The
Transfer Agent may from time to time request that the Fund advance
estimated expenditures of an unusual nature subject to
reconciliation of actual expenses as soon as practicable
thereafter.
(b) The Fund shall pay the Transfer Agent in immediately
available funds at UMB Bank, n.a. in Kansas City, Missouri within
thirty (30) days of the date of the bill. Any amounts due under
this Agreement which are not paid within said thirty (30) day
period shall bear interest at the rate of one and one-half percent
(l 1/2%) per month from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of
such termination, which shall be not less than sixty (60) days after the
date of receipt of such notice. In the event such notice is given by the
Fund, it shall be accompanied by a copy of a resolution of the Board of
Directors of the Fund, certified by the Secretary or any Assistant
Secretary, electing to terminate this Agreement and designating the
successor transfer agent or transfer agents. In the event such notice is
given by the Transfer Agent, the Fund shall on or before the termination
date, deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant Secretary,
designating a successor transfer agent or transfer agents. In the
absence of such designation by the Fund, the Fund shall upon the date
specified in the notice of termination of this Agreement and delivery of
the records maintained hereunder, be deemed to be its own transfer agent
and the Transfer Agent shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement.
In the event this Agreement is terminated as provided herein, the
Transfer Agent, upon the written request of the Fund, shall deliver the
records of the Fund on electromagnetic media to the Fund or its
successor transfer agent. The Fund shall be responsible to the Transfer
Agent for the reasonable costs and expenses associated with the
preparation and delivery of such media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in the
Prospectus which would increase or alter the duties and obligations of
the Transfer Agent hereunder, it shall advise the Transfer Agent of such
proposed change at least thirty (30) days prior to the intended date of
the same, and shall proceed with such change only if it shall have
received the written consent of the Transfer Agent thereto, which shall
not be unreasonably withheld.
2. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund shall be sufficiently
given if addressed to the Fund and mailed or delivered to it at:
2440 Pershing Road
Kansas City, MO 64108
or at such other place as the Fund may from time to time designate in
writing.
3. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Transfer Agent shall be
sufficiently given if addressed to the Transfer Agent and mailed or
delivered to:
2440 Pershing Road
Kansas City, MO 64108
or at such other place as the Transfer Agent may from time to time
designate in writing.
4. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the
formality of this Agreement.
5. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
8. The provisions of this Agreement are intended to benefit
only the Transfer Agent and the Fund, and no rights shall be granted to
any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the period
during which prior transfer agents acted as such for the Fund. Any
such inquiries or errors which cannot be expediently resolved by
the Transfer Agent will be referred to the Fund.
(b) The Transfer Agent shall only be responsible for the
safekeeping and maintenance of transfer agency records, cancelled
Share certificates and correspondence of the Fund created or
produced prior to the time of conversion which are under its
control and acknowledged in a writing to the Fund to be in its
possession. Any expenses or liabilities incurred by the Transfer
Agent as a result of shareholder inquiries, regulatory compliance
or audits related to such records and not caused as a result of
Transfer Agent's bad faith, willful misfeasance or gross
negligence shall be the responsibility of the Fund as provided in
Article VIII herein.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective corporate officer, thereunto duly
authorized and their respective corporate seals to be hereunto affixed,
as of the day and year first above written.
BUFFALO BALANCED FUND, INC.
By:
Name: Larry D. Armel
Title: President
JONES & BABSON, INC.
By:
Name: Martin A. Cramer
Title: Secretary
<PAGE>
SCHEDULE I
DESCRIPTION OF SERVICES
In consideration of the fees to be paid in such manner and at such
times as Fund and Transfer Agent may agree, Transfer Agent will provide the
services set forth below:
Examine and Process New Accounts, Subsequent Payments, Liquidations,
Exchanges, Telephone Transactions, Check Redemptions, Automatic Withdrawals,
Certificate Issuance, Wire Order Trades, Dividends, Dividend Statements,
Dealer Statements.
This Agreement does not apply to services with respect to qualified
plans. Such services, including, but not limited to fiduciary accounting
services and the preparation and mailing of Forms 5498 and 1099R, are
available subject to separate agreement for an additional charge.
DAILY ACTIVITY
Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:
Name and Address, including Zip Code
Balance of Uncertificated Shares
Balance of Certificated Shares
Certificate number, number of shares, issuance date of each certificate
outstanding and cancellation date for each certificate date for each
certificate no longer outstanding, if issued
Balance of dollars available for redemption
Dividend code (daily accrual, monthly reinvest, monthly cash or
quarterly cash)
Type of account code
Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available
Original establishment date for accounts opened by exchange W-9
withholding status and periodic reporting
State of residence code
Social Security or taxpayer identification number, and indication of
certification
Historical transactions on the account for the most recent 18 months,
or other period as mutually agreed to from time-to-time
Indication as to whether phone transactions can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.
An alternate or "secondary" account number issued by a dealer (or bank,
etc.) to a customer for use, inquiry and transaction input by "remote
accessors"
FUNCTIONS
Answer investor and dealer telephone and/or written inquiries, except
those concerning Fund policy, or requests for investment advice which
will be referred to the Fund, or those which the Fund chooses to answer
Deposit Fund share certificates into accounts upon receipt of
instructions from the investor or other authorized person, if issued
Examine and process transfers of shares insuring that all transfer
requirements and legal documents have been supplied
Process and confirm address changes
Process standard account record changes as required, i.e. Dividend
Codes, etc.
Microfilm source documents for transactions, such as account
applications and correspondence
Perform backup withholding for those accounts which federal government
regulations indicate is necessary
Solicit missing taxpayer identification numbers
Provide remote access inquiry to Fund records via Fund supplied
hardware (Fund responsible for connection line and monthly fee)
REPORTS PROVIDED
Daily Journals Reflecting all shares and
dollar activity for the
previous day
Blue Sky Report Supply information monthly
for Fund's Preparation of
Blue Sky Reporting
N-SAR Report Supply monthly correspondence,
redemption and liquidation
information for use in fund's
N-SAR Report
Additionally, monthly average daily balance reports will be provided at
the Fund's request to the Fund at no charge.
Prepare and mail copies of summary statements to dealers and investment
advisers
Generate and mail confirmation statements for financial transactions
DIVIDEND ACTIVITY
Reinvest or pay in cash including reinvesting in other funds within the
fund group serviced by the Transfer Agent as described in each Fund
Prospectus
Distribute capital gains simultaneously with income dividends
DEALER SERVICES
Prepare and mail confirmation statements to dealers and
Prepare and mail copies of statements to dealers, same frequency as
investor statements
ANNUAL MEETINGS
Assist Fund in obtaining a qualified service to: address and mail
proxies and related material, tabulate returned proxies and supply
daily reports when sufficient proxies have been received
Prepare certified list of stockholders, hard copy or microform
PERIODIC ACTIVITIES
Mail transaction confirmation statements daily to investors
Address and mail four (4) periodic financial reports (material must be
adaptable to Transfer Agent's mechanical equipment as reasonably
specified by the Transfer Agent)
Mail periodic statement to investors
Compute, prepare and furnish all necessary reports to Governmental
authorities: Forms 1099DIV, 1099B, 1042 and 1042S
Enclose various marketing material as designated by the Fund in statement
mailings, i.e. monthly and quarterly statements (material must be adaptable
to mechanical equipment as reasonably specified by the Transfer Agent)
<PAGE>
SCHEDULE II
TRANSFER AGENT FEE SCHEDULE
Annual Base Fee Account $7.20
Annual Additional Fees Per Account
Daily Dividend Fund $1.80
Front-end Load fund $.90
12b-1 $.90
Closed/Zero Balance Accounts (per account/year) $3.24
Annual Minimum Charges (per fund/portfolio/class)
Existing Funds/Portfolios/Classes:
Less than 150 accounts (per month) $1,125.00
150 or More Accounts (per month) $1,575.00
New Funds/Portfolios/Classes:
Months 1-3 (per month) $450.00
Months 4-6 (per month) $900.00
Thereafter:
Less than 150 Accounts (per month) $1,125.00
150 or more Accounts (per month) $1,575.00
Transaction Fees
Dividend/Capital Gain $0.36
Share/Dollar/Maintenance $1.12
S/H Telephone Inquiry $1.12
S/H Correspondence $1.12
Retirement Plan $1.12
ACH $1.12
Omnibus/House Account Transactions $2.25
New Account Set-up $4.50
Outgoing Wire $7.00
Page 2
TIN Transactions
Certification $0.13
Maintenance $0.22
Ad Hoc Reports
Development Charge (per hour/report) $50.00
Handling Charge (per hour/report) $22.50
Redemption Draft Processing
Signature Verification $.90
Signature Capture $.90
Establishment of Privilege after Set-up $4.50
Page 3
Out-of-Pocket Expenses
Out-of-pocket expenses shall include but not be limited to, postage,
envelopes, check forms, continuous forms, forms for reports and
statements, stationery, and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm and microfiche, computer tapes used for
permanent record storage and any other expenses incurred at the
specific direction of the Fund. Postage for all mass mailings is
payable in advance and is due seven days prior to the anticipated
mail date.
Account maintenance fees are billable on a monthly basis at the rate
of 1/12 of the annual fee. All other fees are billable in the month
in which they are incurred.
Mail Services Fees
Statements:
Daily
Quarterly
Dividend
On Request
Interested Party
Year End
Dealer
Processing Charges:
1 - 3,500 pieces (per piece) $0.25
Greater than 3,500 pieces (per piece) $0.15
Minimum Charge (per job) $10.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: First Class
Page 4
Checks:
Daily
Dividend
Systematic Withdrawal Plan
Processing Charges:
1 - 3,500 pieces (per piece) $0.28
Greater than 3,500 pieces (per piece) $0.20
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: First Class
Page 5
Tax Statements:
1099 DIV 1099B
1099 INT 5498
Processing Charges:
1 - 3,500 pieces (per piece) $0.15
Greater than 3,500 pieces (per piece) $0.10
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert): $0.01
Postage Rate: First Class
TIN Solicitations - Daily/Bulk
W-8's
W-9's
Processing Charges (per piece): $0.55
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: First Class
Page 6
Bulk Mailings
Labeling:
1 - 3,500 pieces (per piece) $.015
Greater than 3,500 pieces (per piece) $0.012
Folding (if necessary):
1 - 3,500 pieces (per piece) $.010
Greater than 3,500 pieces (per piece) $0.007
Processing Charges:
1 - 3,500 pieces (per piece) $0.017
Greater than 3,500 pieces (per piece) $0.010
Minimum Charge (per job) $20.00
Special Handling Labor (per hour): $13.00
Inserting Surcharge (per insert):
1 additional insert $0.002
2 additional inserts $0.004
3 additional inserts $0.006
4 additional inserts $0.008
5 additional inserts $0.010
Postage Rate: As Directed
<PAGE>
EX99.23(j)(1)
Auditor's Consent
EX99.23(j)(1)
Consent of Independent Auditors
We consent to the references to our firm under the captions
"Financial Highlights" and "Independent Auditors" and to the
incorporation by reference of our report dated April 30, 1999,
in the Post-Effective Amendment No. 7 to the Registration Statement
(Form N-1A) and related Prospectus and Statemnet of Additional Information of
Buffalo Balanced Fund, Inc. filed with the Securities and Exchange
Commission under the Securities Act of 1933 (Registration No. 33-75476)
and Amendment No. 9 under the Investment Company Act of 1940
(Registration No. 811-8364).
Ernst & Young LLP
Kansas City, Missouri
May 27, 1999
<PAGE>
Consent of Independent Auditors
We consent to the references to our firm under the captions
"Financial Highlights" and "Independent Auditors" and to the
incorporation by reference of our report dated April 30, 1999,
in the Post-Effective Amendment No. 7 to the Registration Statement
(Form N-1A) and related Prospectus and Statemnet of Additional Information of
Buffalo Equity Fund, Inc. filed with the Securities and Exchange
Commission under the Securities Act of 1933 (Registration No. 33-87346)
and Amendment No. 9 under the Investment Company Act of 1940
(Registration No. 811-8900).
Ernst & Young LLP
Kansas City, Missouri
May 27, 1999
<PAGE>
Consent of Independent Auditors
We consent to the references to our firm under the captions
"Financial Highlights" and "Independent Auditors" and to the
incorporation by reference of our report dated April 30, 1999,
in the Post-Effective Amendment No. 7 to the Registration Statement
(Form N-1A) and related Prospectus and Statemnet of Additional Information of
Buffalo High Yield Fund, Inc. filed with the Securities and Exchange
Commission under the Securities Act of 1933 (Registration No. 33-87148)
and Amendment No. 9 under the Investment Company Act of 1940
(Registration No. 811-8898).
Ernst & Young LLP
Kansas City, Missouri
May 27, 1999
<PAGE>
Consent of Independent Auditors
We consent to the references to our firm under the captions
"Financial Highlights" and "Independent Auditors" and to the
incorporation by reference of our report dated April 30, 1999,
in the Post-Effective Amendment No. 7 to the Registration Statement
(Form N-1A) and related Prospectus and Statemnet of Additional Information of
Buffalo USA Global Fund, Inc. filed with the Securities and Exchange
Commission under the Securities Act of 1933 (Registration No. 33-87146)
and Amendment No. 9 under the Investment Company Act of 1940
(Registration No. 811-8896).
Ernst & Young LLP
Kansas City, Missouri
May 27, 1999
<PAGE>
Consent of Independent Auditors
We consent to the references to our firm under the captions
"Financial Highlights" and "Independent Auditors" and to the
incorporation by reference of our report dated April 30, 1999,
in the Post-Effective Amendment No. 2 to the Registration Statement
(Form N-1A) and related Prospectus and Statemnet of Additional Information of
Buffalo USA Small Cap Fund, Inc. filed with the Securities and Exchange
Commission under the Securities Act of 1933 (Registration No. 333-40841)
and Amendment No. 3 under the Investment Company Act of 1940
(Registration No. 811-8509).
Ernst & Young LLP
Kansas City, Missouri
May 27, 1999
EX99.23(j)(2)
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of Buffalo Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the Buffalo Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Kent W. Gassaway
Kent w. Gassaway
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of Buffalo Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the Buffalo Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/William H. Russell
William H. Russell
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of Buffalo Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the Buffalo Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Stephen S. Soden
Stephen S. Soden
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of Buffalo Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the Buffalo Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/H. David Rybolt
H. David Rybolt
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of Buffalo Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the Buffalo Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Thomas S. Case
Thomas S. Case
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
POWER OF ATTORNEY
WHEREAS the undersigned is a Director of Buffalo Balanced Fund,
Inc., a Maryland Corporation which intends to do business as an
open-end diversified investment company (mutual fund), and
WHEREAS the Buffalo Balanced Fund, Inc. intends to register its
shares with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940 and
with the Securities Departments of the various states and the
District of Columbia. Now, therefore,
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned does hereby appoint each of the persons
hereinafter set out as his attorney each with the power to act
severally in the name of the undersigned and to execute on his
behalf all forms and documents required by the Securities and
Exchange Commission, or any state of the United States of
America, or the District of Columbia, in connection with the
initial registration of the securities of the UMB Scout Stock
Fund, Inc. and in the maintenance of such registrations.
Larry D. Armel
P. Bradley Adams
Martin A. Cramer
IN WITNESS WHEREOF, I have hereunto set my hand this of 27th day
of January, 1999.
/s/Francis C. Rood
Francis C. Rood
Sworn to before me this of 27th day of January, 1999.
/s/Chareen C. Smith
Chareen C. Smith, Notary Public
County of Jackson, State of Missouri
My commission expires May 1, 2001.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000919228
<NAME> BUFFALO BALANCED FUND INC
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 42793456
<INVESTMENTS-AT-VALUE> 39365653
<RECEIVABLES> 1254130
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 40619783
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 253840
<TOTAL-LIABILITIES> 253840
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44408563
<SHARES-COMMON-STOCK> 4550104
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (614817)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3427803)
<NET-ASSETS> 40365943
<DIVIDEND-INCOME> 517801
<INTEREST-INCOME> 2945213
<OTHER-INCOME> 0
<EXPENSES-NET> 497328
<NET-INVESTMENT-INCOME> 2965686
<REALIZED-GAINS-CURRENT> 1382238
<APPREC-INCREASE-CURRENT> (9654104)
<NET-CHANGE-FROM-OPS> (5306180)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2952429
<DISTRIBUTIONS-OF-GAINS> 2877691
<DISTRIBUTIONS-OTHER> 368421
<NUMBER-OF-SHARES-SOLD> 657856
<NUMBER-OF-SHARES-REDEEMED> 656634
<SHARES-REINVESTED> 1584966
<NET-CHANGE-IN-ASSETS> (15067912)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 479622
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 497328
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 11.50
<PER-SHARE-NII> .66
<PER-SHARE-GAIN-APPREC> (1.86)
<PER-SHARE-DIVIDEND> .66
<PER-SHARE-DISTRIBUTIONS> .77
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.87
<EXPENSE-RATIO> 1.04
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000933782
<NAME> BUFFALO EQUITY FUND INC
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 25807538
<INVESTMENTS-AT-VALUE> 31402413
<RECEIVABLES> 256614
<ASSETS-OTHER> 18873
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 31677900
<PAYABLE-FOR-SECURITIES> 69800
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 20700
<TOTAL-LIABILITIES> 90500
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25823072
<SHARES-COMMON-STOCK> 1863774
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 48385
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 121068
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5594875
<NET-ASSETS> 31587400
<DIVIDEND-INCOME> 362509
<INTEREST-INCOME> 74349
<OTHER-INCOME> 0
<EXPENSES-NET> 348069
<NET-INVESTMENT-INCOME> 88789
<REALIZED-GAINS-CURRENT> 125209
<APPREC-INCREASE-CURRENT> 532930
<NET-CHANGE-FROM-OPS> 746928
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 112732
<DISTRIBUTIONS-OF-GAINS> 729946
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 466748
<NUMBER-OF-SHARES-REDEEMED> 734834
<SHARES-REINVESTED> 51559
<NET-CHANGE-IN-ASSETS> (3645540)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 327856
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 348069
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 16.94
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> .40
<PER-SHARE-DIVIDEND> .05
<PER-SHARE-DISTRIBUTIONS> .38
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.95
<EXPENSE-RATIO> 1.06
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000933781
<NAME> BUFFALO HIGH YIELD FUND INC
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 66696070
<INVESTMENTS-AT-VALUE> 57591189
<RECEIVABLES> 1263932
<ASSETS-OTHER> 12399
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 58867520
<PAYABLE-FOR-SECURITIES> 753148
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 61164
<TOTAL-LIABILITIES> 814312
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 66543481
<SHARES-COMMON-STOCK> 5405721
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 989536
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (374928)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (9104881)
<NET-ASSETS> 58053208
<DIVIDEND-INCOME> 696696
<INTEREST-INCOME> 4973220
<OTHER-INCOME> 0
<EXPENSES-NET> 678544
<NET-INVESTMENT-INCOME> 4991372
<REALIZED-GAINS-CURRENT> (374928)
<APPREC-INCREASE-CURRENT> (11543193)
<NET-CHANGE-FROM-OPS> (6926749)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4063980
<DISTRIBUTIONS-OF-GAINS> 380905
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2645243
<NUMBER-OF-SHARES-REDEEMED> 3170583
<SHARES-REINVESTED> 378664
<NET-CHANGE-IN-ASSETS> (13204484)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 643569
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 678544
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 12.83
<PER-SHARE-NII> .93
<PER-SHARE-GAIN-APPREC> (2.18)
<PER-SHARE-DIVIDEND> .76
<PER-SHARE-DISTRIBUTIONS> .08
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.74
<EXPENSE-RATIO> 1.05
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000933779
<NAME> BUFFALO USA GLOBAL FUND INC
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 29343650
<INVESTMENTS-AT-VALUE> 35327697
<RECEIVABLES> 232174
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 35559871
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 274512
<TOTAL-LIABILITIES> 274512
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29155288
<SHARES-COMMON-STOCK> 2168673
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 58808
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 87216
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5984047
<NET-ASSETS> 35285359
<DIVIDEND-INCOME> 403020
<INTEREST-INCOME> 147914
<OTHER-INCOME> 0
<EXPENSES-NET> 417729
<NET-INVESTMENT-INCOME> 133205
<REALIZED-GAINS-CURRENT> 185662
<APPREC-INCREASE-CURRENT> (1790383)
<NET-CHANGE-FROM-OPS> (1471516)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 149346
<DISTRIBUTIONS-OF-GAINS> 1163523
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 397233
<NUMBER-OF-SHARES-REDEEMED> 938682
<SHARES-REINVESTED> 80691
<NET-CHANGE-IN-ASSETS> (10190076)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 396253
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 417729
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 17.29
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> (.51)
<PER-SHARE-DIVIDEND> .06
<PER-SHARE-DISTRIBUTIONS> .51
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.27
<EXPENSE-RATIO> 1.05
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001050039
<NAME> BUFFAL SMALL CAP FUND INC
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 12744888
<INVESTMENTS-AT-VALUE> 13147181
<RECEIVABLES> 372769
<ASSETS-OTHER> 145470
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 13665420
<PAYABLE-FOR-SECURITIES> 427053
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10240
<TOTAL-LIABILITIES> 437293
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12955034
<SHARES-COMMON-STOCK> 1393193
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 5614
<ACCUMULATED-NET-GAINS> (129200)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 402293
<NET-ASSETS> 13228127
<DIVIDEND-INCOME> 30256
<INTEREST-INCOME> 78853
<OTHER-INCOME> 0
<EXPENSES-NET> 69043
<NET-INVESTMENT-INCOME> 40066
<REALIZED-GAINS-CURRENT> (123586)
<APPREC-INCREASE-CURRENT> 402293
<NET-CHANGE-FROM-OPS> 318773
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 40066
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1526344
<NUMBER-OF-SHARES-REDEEMED> 137978
<SHARES-REINVESTED> 4827
<NET-CHANGE-IN-ASSETS> 13128127
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 67843
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 69043
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> (.51)
<PER-SHARE-DIVIDEND> .04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.49
<EXPENSE-RATIO> 1.02
</TABLE>
