Prospectus
May 19, 1995
Buffalo Equity Fund, Inc.
Investment Counsel:
Kornitzer Capital Management, Inc.
Shawnee Mission, Kansas
Managed and Distributed By:
Jones & Babson, Inc.
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108
Toll-Free: 1-800-49-BUFFALO (1-800-492-8332)
Investment Objective
The Buffalo Equity Fund seeks long-
term capital appreciation. Long-term capital appreciation is
intended to be achieved primarily by the Fund's investment in
common stocks. Realization of dividend income is a
secondary consideration to the extent that it supplements the
return on the Fund's investments and investment in the
dividend-producing securities is consistent with achieving the
Fund's objective of long-term capital appreciation.
Purchase Information
Minimum Investment Initial Purchase $ 2,500
Initial IRA and Uniform Transfers (Gifts)
to Minors Purchases $ 250
Subsequent Purchase:
By Mail $ 100
By Telephone or Wire $ 1,000
All Automatic Purchases $ 100
Shares are purchased and redeemed at net asset value. There
are no sales, redemption or Rule 12b-1 distribution charges. If
you need further information, please call the Fund at the
telephone number indicated.
Additional Information
This prospectus should be read and retained for future reference. It
contains the information that you should know before you
invest. A "Statement of Additional Information" of the same
date as this prospectus has been filed with the Securities and
Exchange Commission and is incorporated by reference.
Investors desiring additional information about the Fund may
obtain a copy without charge by writing or calling the Fund.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Table of Contents Page Fund Expenses 3
Investment Objective and Portfolio Management Policy 4
Repurchase Agreements 4
Risk Factors 5
Investment Restrictions 5
Performance Measures 5
How to Purchase Shares 6
Initial Investments 7
Investments Subsequent to Initial Investment 7
Telephone Investment Service 7
Automatic Monthly Investment Plan 8
How to Redeem Shares 8
Systematic Redemption Plan 9
How to Exchange Shares Between Buffalo Funds 10
How Share Price is Determined 10
Officers and Directors 11
Management and Investment Counsel 11
General Information and History 12
Dividends, Distributions and Their Taxation 12
Shareholder Services 13
Shareholder Inquiries 14
Buffalo Equity Fund, Inc. Fund Expenses
Shareholder Transaction Expenses
Maximum sales load imposed on purchases None
Maximum sales load imposed on reinvested
dividends None
Deferred sales load None
Redemption fee None
Exchange fee None
Annual Fund Operation Expenses (as a
percentage of average net assets)
Management fees 1.00%
12b-l fees None
Other expenses .08%
Total Fund operating expenses 1.08%
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
1 Year 3 Year
$11 $34
The above information is provided in order to assist you in
understanding the various costs and expenses that a
shareholder of the Fund will bear directly or indirectly. The
expenses set forth above are an estimate only. "Other
Expenses" is based on estimated amounts for the current
fiscal year. The example should not be considered a
representation of past or future expenses. Actual expenses
may be greater or less than those shown.
Investment Objective And Portfolio Management Policy
The Buffalo Equity Fund seeks long-term capital appreciation.
Long-term capital appreciation is intended to be achieved
primarily by the Fund's investment in common stocks.
Realization of dividend income is a secondary consideration
to the extent that it supplements the return on the Funds
investments and investment in the dividend-producing
securities is consistent with achieving the Fund's objective of
long-term capital appreciation. The Fund is a no-load open-
end, diversified management company commonly referred to
as a "mutual fund."
The 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. Large capitalization stocks are
considered to be those with capitalization in excess of $1
billion.
The Fund may purchase foreign securities through
dollar-denominated American Depository Receipts (ADRs),
which do not involve the same direct currency and liquidity
risks as securities denominated in foreign currency and which
are issued by domestic banks and publicly traded in the
United States. The Fund does not intend to invest directly in
foreign securities or foreign currencies.
The Fund will invest
at least 65% of its assets in common stocks under normal
circumstances. When, in the manager's judgment, market
conditions warrant substantial temporary defensive
investments in high-quality money market securities, the
Fund may do so. The Fund's investment objective and policy
as described in this section will not be changed without
approval of a majority of the Fund's outstanding shares.
The 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
serve as a partial hedge against the price of the underlying
security declining.
Investments 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. The
Fund may also invest in issues of the United States Treasury
or a United States government agency subject to repurchase
agreements. The use of repurchase agreements by the Fund
involves certain risks. For a discussion of these risks, see
"Risk Factors Applicable to Repurchase Agreements."
There is no assurance that the Fund's objective of long-term capital
appreciation can be achieved. Portfolio turnover will be no
more than is necessary to meet the Fund's objective. Under
normal circumstances, it is anticipated that portfolio turnover
will not exceed 100% on an annual basis.
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 purchaser's
period of ownership. The result is a fixed rate of return
insulated from market fluctuations during such period. Under
the Investment Company Act of 1940, repurchase agreements
are considered loans by the Fund. The Fund will enter into
such 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 Fund. 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 10% of the total assets of the Fund.
During the initial
month of operations, it is anticipated that the Fund may be
invested up to 100% in repurchase agreements, however
under normal circumstances, the Fund may invest up to 25%
of its assets in repurchase agreements. (See "Risk Factors
Applicable to Repurchase Agreements.")
Risk Factors Risk
Factors Applicable To Covered Call Options Up to 25% of the
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, the 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 the 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 the 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 the 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 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, the Fund may incur a loss upon disposition of them.
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
the Fund may not be able to perfect its interest in the
underlying securities. While the Fund's management
acknowledges these risks, it is expected that they can be
controlled through stringent security selection criteria and
careful monitoring procedures.
Risk Factors Applicable To ADRs
Up to 25% of the Fund's total assets may be invested in
ADRs. ADRs (sponsored or unsponsored) are receipts
typically issued by a U. S. bank or trust company evidencing
ownership of the underlying foreign securities. Most ADRs
are traded on a U.S. stock exchange. 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.
Risk Factors Applicable To Common Stocks
The Fund is subject to market risk and Fund risk.
Market risk is the possibility that stock prices in general will
decline over short or even extended periods of time. Stock
markets tend to be cyclical, with periods when stock prices
generally rise and periods when stock prices generally
decline. Fund risk is the possibility that a Fund's performance
during a specific period may not meet or exceed that of the
stock market as a whole.
Investment Restrictions
In addition to the policies set forth under the caption "Investment
Objective and Portfolio Management Policy," the Fund is
subject to certain other restrictions which may not be changed
without approval of the lesser of: (1) at least 67% of the
voting securities present at a meeting if the holders of more
than 50% of the outstanding securities of the Fund are present
or represented by proxy, or (2) more than 50% of the
outstanding voting securities of the Fund. Among these
restrictions, the more important ones are that the Fund will
not purchase the securities of any issuer if more than 5% of
the Fund's total assets would be invested in the securities of
such issuer, or the Fund would hold more than 10% of any
class of securities of such issuer; the Fund will not 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); and the Fund will not 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 borrowings shall have asset coverage of at
least 3 to 1. The Fund will not buy securities while
borrowings are outstanding. The full text of these restrictions
are set forth in the "Statement of Additional Information."
Performance Measures
From time to time, the Fund may
advertise its performance in various ways, as summarized
below. Further discussion of these matters also appears in the
"Statement of Additional Information." A discussion of Fund
performance will be included in the Fund's Annual Report to
Shareholders which will be available from the Fund upon
request at no charge.
Total Return
The Fund 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 the Fund's shares
and assume that any income dividends and/or capital gains
distributions made by the Fund during the period were
reinvested in shares of the Fund. 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.
Performance Comparisons
In advertisements or in
reports to shareholders, the 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, or the Consumer Price Index. Performance
information, rankings, ratings, published editorial comments
and listings as reported in national financial publications
such as Kiplinger's Personal Finance Magazine, Business
Week, Morningstar Mutual Funds, Investor's Business Daily,
Institutional Investor, The Wall Street Journal, Mutual Fund
Forecaster, No-Load Investor, Money, Forbes, Fortune and
Barron's may also be used in comparing performance of the
Fund. Performance comparisons should not be considered as
representative of the future performance of any Fund. Further
information regarding the performance of the Fund is
contained in the "Statement of Additional Information."
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 Company Service, and Donoghue's Mutual Fund
Almanac.
How To Purchase Shares
Shares are purchased at
net asset value (no sales charge) from the Fund through its
agent, Jones & Babson, Inc., Three Crown Center, 2440
Pershing Road, Suite G-15, Kansas City, MO 64108. For
information call toll free 1-800-49-BUFFALO (1-800-492-
8332). If an investor wishes to engage the services of any
other broker to purchase (or redeem) shares of the Fund, a fee
may be charged by such broker. The Fund will not be
responsible for the consequences of delays including delays in
the banking or Federal Reserve wire systems. You do not pay
a sales commission when you buy shares of the Fund. Shares
are purchased at the Fund's net asset value (price) per share
next effective after a purchase order and payment have been
received by the Fund. In the case of certain institutions which
have made satisfactory payment arrangements with the Fund,
orders may be processed at the net asset value per share next
effective after a purchase order has been received by the
Fund. The Fund reserves the right in its sole discretion to
withdraw all or any part of the offering made by this
prospectus or to reject purchase orders when, in the judgment
of management, such withdrawal or rejection is in the best
interest of the Fund and its shareholders. The Fund also
reserves the right at any time to waive or increase the
minimum requirements applicable to initial or subsequent
investments with respect to any person or class of persons,
which include shareholders of the Fund's special investment
programs. The Fund reserves the right to refuse to accept
orders for Fund shares unless accompanied by payment,
except when a responsible person has indemnified the Fund
against losses resulting from the failure of investors to make
payment. In the event that the Fund sustains a loss as the
result of failure by a purchaser to make payment, the Fund's
underwriter, Jones & Babson, Inc. will cover the loss.
Initial Investments
Initial investments - By mail.
You may open an account and make an investment by completing and signing
the application which accompanies this prospectus. Make
your check ($2,500 minimum unless your purchase is
pursuant to an IRA or the Uniform Transfers (Gifts) to
Minors Act in which case the minimum initial purchase is
$250) payable to UMB Bank, n.a.
Mail your application and check to:
Buffalo Equity Fund, Inc.
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, Missouri 64108
Initial investments - By wire.
You may purchase shares of the
Fund by wiring funds ($2,500 minimum) through the Federal
Reserve Bank to the custodian, UMB Bank, n.a. Prior to
sending your money, you must call the Fund toll free 1-800-
49-BUFFALO (1-800-492-8332), and provide it with the
identity of the registered account owner, the registered
address, the Social Security or Taxpayer Identification
Number of the registered owner, the amount being wired, the
name and telephone number of the wiring bank and the
person to be contacted in connection with the order. You will
then be provided a Fund account number, after which you
should instruct your bank to wire the specified amount, along
with the account number and the account registration to:
UMB Bank, n.a.
Kansas City, Missouri, ABA #101000695
For Buffalo Equity Fund, Inc./
AC= 987071-5880
OBI=(assigned Fund number and name in which registered.)
A completed application must be sent
to the Fund as soon as possible so the necessary remaining
information can be recorded in your account. Payment of
redemption proceeds will be delayed until the completed
application is received by the Fund.
Investments Subsequent To Initial Investment
You may add to your Fund account at
any time in amounts of $100 or more if purchases are made
by mail, or $1,000 or more if purchases are made by wire or
telephone. Automatic monthly investments must be in
amounts of $100 or more.
Checks should be mailed to the
Fund at its address, but make them payable to UMB Bank,
n.a. Always identify your account number or include the
detachable reminder stub which accompanies each
confirmation.
Wire share purchases should include your
account registration, your account number and the Buffalo
Fund in which you are purchasing shares. It also is advisable
to notify the Fund by telephone that you have sent a wire
purchase order to the bank.
Telephone Investment Service
To use the Telephone Investment Service, you must first
establish your Fund account and authorize telephone orders in
the application form, or, subsequently, on a special
authorization form provided upon request. If you elect the
Telephone Investment Service, you may purchase Fund shares
by telephone and authorize the Fund to draft your checking
account for the cost of the shares so purchased. You will
receive the next available price after the Fund has received
your telephone call. Availability and continuance of this
privilege is subject to acceptance and approval by the Fund
and all participating banks. During periods of increased
market activity, you may have difficulty reaching the Fund by
telephone, in which case you should contact the Fund by mail
or telegraph. The Fund will not be responsible for the
consequences of delays including delays in the banking or
Federal Reserve wire systems.
The Fund will employ
reasonable procedures to confirm that instructions
communicated by telephone are genuine, and if such
procedures are not followed, the Fund may be liable for losses
due to unauthorized or fraudulent instructions. Such
procedures may include, but are not limited to requiring
personal identification prior to acting upon instructions
received by telephone, providing written confirmations of
such transactions, and/or tape recording of telephone
instructions.
The Fund reserves the right to initiate a charge
for this service and to terminate or modify any or all of the
privileges in connection with this service at any time upon 15
days written notice to shareholders, and to terminate or
modify the privileges without prior notice in any
circumstances where such termination or modification is in
the best interest of the Fund and its investors.
Automatic Monthly Investment Plan
You may elect to make monthly
investments in a constant dollar amount from your checking
account ($100 minimum). The Fund will draft your checking
account on the same day each month in the amount you
authorize in your application, or, subsequently, on a special
authorization form provided upon request. Availability and
continuance of this privilege is subject to acceptance and
approval by the Fund and all participating banks. If the date
selected falls on a day upon which the Fund shares are not
priced, investment will be made on the first date thereafter
upon which Fund shares are priced. The Fund will not be
responsible for the consequences of delays including delays in
the banking or Federal Reserve wire systems.
The Fund reserves the right to initiate a charge for this service and to
terminate or modify any or all of the privileges in connection
with this service at any time upon 15 days written notice to
shareholders, and to terminate or modify the privileges
without prior notice in any circumstances where such
termination or modification is in the best interest of the Fund
and its investors.
How To Redeem Shares
The Fund will redeem shares at the price (net asset value per share) next
computed after receipt of a redemption request in "good
order." (See "How Share Price is Determined.") A written
request for redemption, together with an endorsed share
certificate where a certificate has been issued, must be
received by the Fund in order to constitute a valid tender for
redemption. For authorization of redemptions by a
corporation, it will also be necessary to have an appropriate
certified copy of resolutions on file with the Fund before a
redemption request will be considered in "good order." In the
case of certain institutions which have made satisfactory
redemption arrangements with the Fund, redemption orders
may be processed by facsimile or telephone transmission at
net asset value per share next effective after receipt by the
Fund. If an investor wishes to engage the services of any
other broker to redeem (or purchase) shares of the Fund, a fee
may be charged by such broker.
To be in "good order" the
request must include the following:
(1) A written redemption request or stock
assignment (stock power) containing the genuine
signature of each registered owner exactly as the
shares are registered, with clear identification of
the account by registered name(s) and account
number and the number of shares or the dollar
amount to be redeemed;
(2) any outstanding stock certificates
representing shares to be redeemed;
(3) signature guarantees as required; and
(See Signature Guarantees.)
(4) any additional documentation which
the Fund may deem necessary to insure a genuine
redemption.
Where additional documentation is normally
required to support redemptions as in the case of
corporations, fiduciaries, and others who hold shares in a
representative or nominee capacity such as certified copies of
corporate resolutions, or certificates of incumbency, or such
other documentation as may be required under the Uniform
Commercial Code or other applicable laws or regulations, it is
the responsibility of the shareholder to maintain such
documentation on file and in a current status. A failure to do
so will delay the redemption. If you have questions
concerning redemption requirements, please write or
telephone the Fund well ahead of an anticipated redemption
in order to avoid any possible delay.
Requests which are
subject to special conditions or which specify an effective date
other than as provided herein cannot be accepted . All
redemption requests must be transmitted to the Fund at Three
Crown Center, 2440 Pershing Road, Suite G-15, Kansas City,
Missouri 64108. The Fund will redeem shares at the price
(net asset value per share) next computed after receipt of a
redemption request in "good order." (See "How Share Price is
Determined." )
The Fund will endeavor to transmit
redemption proceeds to the proper party, as instructed, as
soon as practicable after a redemption request has been
received in "good order" and accepted, but in no event later
than the seventh day thereafter. Transmissions are made by
mail unless an expedited method has been authorized and
specified in the redemption request. The Fund will not be
responsible for the consequences of delays including delays in
the banking or Federal Reserve wire systems. Redemptions
will not become effective until all documents in the form
required have been received. In the case of redemption
requests made within 15 days of the date of purchase, the
Fund will delay transmission of proceeds until such time as it
is certain that unconditional payment in federal funds has
been collected for the purchase of shares being redeemed or
15 days from the date of purchase. You can avoid the
possibility of delay by paying for all of your purchases with a
transfer of federal funds.
Signature Guarantees are required
in connection with all redemptions by mail, or changes in
share registration, except as hereinafter provided. These
requirements may be waived by the Fund in certain instances
where it appears reasonable to do so and will not unduly
affect the interests of other shareholders. Signature(s) must be
guaranteed by an "eligible Guarantor institution" as defined
under Rule l7Ad-15 under the Securities Exchange Act of
1934. Eligible guarantor institutions include: (1) national or
state banks, savings associations, savings and loan
associations, trust companies, savings banks, industrial loan
companies and credit unions; (2) national securities
exchanges, registered securities associations and clearing
agencies; or (3) securities broker/dealers which are members
of a national securities exchange or clearing agency or which
have a minimum net capital of $100,000. A notarized
signature will not be sufficient for the request to be in proper
form.
Signature guarantees will be waived for mail
redemptions of $10,000 or less, but they will be required if
the checks are to be payable to someone other than the
registered owner(s), or are to be mailed to an address different
from the registered address of the shareholder(s), or where
there appears to be a pattern of redemptions designed to
circumvent the signature guarantee requirement, or where the
Fund has other reason to believe that this requirement would
be in the best interests of the Fund and its shareholders.
The right of redemption may be suspended or the date of payment
postponed beyond the normal seven-day period when the New
York Stock Exchange is closed or under emergency
circumstances as determined by the Securities and Exchange
Commission. Further, the Fund reserves the right to redeem
its shares in kind under certain circumstances. If shares are
redeemed in kind, the shareholder may incur brokerage costs
when converting into cash. Redemptions in kind must be in
the form of readily marketable securities. Additional details
are set forth in the "Statement of Additional Information."
Due to the high cost of maintaining smaller accounts, the
Board of Directors has authorized the Fund to close
shareholder accounts where their value falls below the current
minimum initial investment requirement at the time of initial
purchase as a result of redemptions and not as the result of
market action, and remains below this level for 60 days after
each such shareholder account is mailed a notice of: (1) the
Fund's intention to close the account, (2) the minimum
account size requirement, and (3) the date on which the
account will be closed if the minimum size requirement is not
met.
Systematic Redemption Plan
If you own shares in an
open account valued at $10,000 or more, and desire to make
regular monthly or quarterly withdrawals without the
necessity and inconvenience of executing a separate
redemption request to initiate each withdrawal, you may enter
into a Systematic Withdrawal Plan by completing forms
obtainable from the Fund. For this service, the manager may
charge you a fee not to exceed $ 1.50 for each withdrawal.
Currently the manager assumes the additional expenses
arising out of this type of plan, but it reserves the right to
initiate such a charge at any time in the future when it deems
it necessary. If such a charge is imposed, participants will be
provided 30 days notice.
Subject to a $50 minimum, you may
withdraw each period a specified dollar amount. Shares also
may be redeemed at a rate calculated to exhaust the account at
the end of a specified period of time.
Dividends and capital
gains distributions must be reinvested in additional shares.
Under all withdrawal programs, liquidation of shares in
excess of dividends and distributions reinvested will diminish
and may exhaust your account, particularly during a period of
declining share values.
You may revoke or change your plan
or redeem all of your remaining shares at any time.
Withdrawal payments will be continued until the shares are
exhausted or until the Fund or you terminate the plan by
written notice to the other.
How To Exchange Shares Between Buffalo Funds
Shareholders may exchange their Fund shares,
which have been held in open account for 30 days or more,
and for which good payment has been received, for identically
registered shares of any Fund in the Buffalo Fund Group
which is legally registered for sale in the state of residence of
the investor, provided that the minimum amount exchanged
has a value of $ 1,000 or more and meets the minimum
investment requirement of the Fund into which it is
exchanged.
To authorize the Telephone/Telegraph Exchange
Privilege, all registered owners must sign the appropriate
section on the original application, or the Fund must receive a
special authorization form, provided upon request. During
periods of increased market activity, you may have difficulty
reaching the Fund by telephone, in which case you should
contact the Fund by mail or telegraph. The Fund reserves the
right to initiate a charge for this service and to terminate or
modify any or all of the privileges in connection with this
service at any time and without prior notice under any
circumstances where continuance of these privileges would be
detrimental to the Fund or its shareholders such as an
emergency, or where the volume of such activity threatens the
ability of the Fund to conduct business, or under any other
circumstances, upon 60 days written notice to shareholders.
The Fund will not be responsible for the consequences of
delays including delays in the banking or Federal Reserve
wire systems.
The Fund will employ reasonable procedures to
confirm that instructions communicated by telephone are
genuine, and if such procedures are not followed, the Fund
may be liable for losses due to unauthorized or fraudulent
instructions. Such procedures may include, but are not limited
to requiring personal identification prior to acting upon
instructions received by telephone, providing written
confirmations of such transactions, and/or tape recording of
telephone instructions.
Exchanges by mail may be
accomplished by a written request properly signed by all
registered owners identifying the account, the number of
shares or dollar amount to be redeemed for exchange, and the
Buffalo Fund into which the account is being transferred.
If you wish to exchange part or all of your shares in the Fund
for shares of a Fund in the Buffalo Fund Group, you should
review the prospectus of the Fund to be purchased, which can
be obtained from Jones & Babson, Inc. Any such exchange
will be based on the respective net asset values of the shares
involved. Any exchange between Funds involves the sale of
an asset. Unless the shareholder account is tax-deferred, this
is a taxable event.
How Share Price Is Determined
In order to
determine the price at which new shares will be sold and at
which issued shares presented for redemption will be
liquidated, the net asset value per share is computed once
daily, Monday through Friday, at the specific time during the
day that the Board of Directors sets at least annually, except
on days on which changes in the value of portfolio securities
will not materially affect the net asset value, or days during
which no security is tendered for redemption and no order to
purchase or sell such security is received by the Fund, or
customary holidays. For a list of the holidays during which
the Fund is not open for business, see "How Share Price is
Determined" in the "Statement of Additional Information."
The price at which new shares of the Fund will be sold and at
which issued shares presented for redemption will be
liquidated is computed once daily at 4:00 P.M. (Eastern
Time), except on those days when the Fund is not open for
business.
The per share calculation is made 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.
Each security 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 security is traded. Lacking sales, the security is
valued at the mean between the 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 Board of Directors.
Officers And Directors
The officers of the Fund manage its day-to-day operations. The Fund's
manager and its officers are subject to the supervision and
control of the Board of Directors. A list of the officers and
directors of the Fund and a brief statement of their present
positions and principal occupations during the past five years
is set forth in the "Statement of Additional Information."
Management And Investment Counsel
Jones & Babson, Inc.
was founded in 1960. It organized the Fund in 1994, and acts
as its manager and principal underwriter. Pursuant to the
current Management Agreement, Jones & Babson, Inc.
provides or pays the cost 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 auditors and
legal counsel; remuneration of officers, directors 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, governmental charges and fees, including
registration of the Fund and its shares with the Securities and
Exchange Commission and the Securities Departments of the
various States, 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
officers or directors may be subject or a party thereto.
As a part of the Management Agreement, Jones & Babson, Inc.
employs at its own expense Kornitzer Capital Management,
Inc. as its investment counsel to assist in the investment
advisory function. Kornitzer Capital Management, Inc. is an
independent investment counseling 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 Fund to maintain an extensive duplicate staff,
with the consequent increase in the cost of investment
advisory service. The cost of the services of Kornitzer Capital
Management, Inc. is included in the fee of Jones & Babson,
Inc. The Management Agreement limits the liability of the
manager and its investment counsel, 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. The organizational arrangements of
the investment counsel require that all investment decisions
be made by committee, and no person is primarily responsible
for making recommendations to that committee.
As compensation for all the foregoing services, the Fund pays
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
(.50%) of average daily net assets. The fees are computed
daily and paid semimonthly.
The annual fee charged by
Jones & Babson, Inc. is higher than the fees of most other
investment advisers whose charges cover only investment
advisory services with all remaining operational expenses
absorbed directly by the Fund, however, it is anticipated that
the total expenses of the Fund will compare favorably with
those of other mutual funds whose advisers' fees cover only
investment advisory services with all remaining operational
expenses absorbed by the Funds.
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 limitation in the ownership of its stock designed to
maintain control in those who are active in management.
The current Management Agreement between the Fund and
Jones & Babson, Inc., which includes the Investment Counsel
Agreement between Jones & Babson, Inc. and Kornitzer
Capital Management, Inc. will continue in effect until
October 31, 1996, and will continue automatically for
successive annual periods ending each October 31 so long as
such continuance is specifically approved at least annually by
the Board of Directors of the Fund or by the vote of a majority
of the outstanding voting securities of the Fund, and,
provided also that such continuance is approved by the vote of
a majority of the directors who are not parties to the
Agreements or interested persons of any such party at a
meeting held in person and called specifically for the purpose
of evaluating and voting on such approval. Both Agreements
provide that either party may terminate by giving the other 60
days written notice. The Agreements terminate automatically
if assigned by either party.
General History And Information
The Fund, incorporated in Maryland on November 23, 1994,
has a present authorized capitalization of 10,000,000 shares
of $1 par value common stock. All shares are of the same
class with like rights and privileges. Each full and fractional
share, when issued and outstanding, has: (1) equal voting
rights with respect to matters which affect the Fund; and (2)
equal dividend, distribution and redemption rights to the
assets of the Fund. Shares when issued are fully paid and
non-assessable. The Fund may create other series of stock but
will not issue any senior securities. Shareholders do not have
pre-emptive or conversion rights.
Non-cumulative voting -
These shares have non-cumulative voting rights, which
means that the holders of more than 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 Maryland Statutes permit
registered investment companies, such as the Fund, to operate
without an annual meeting of shareholders under specified
circumstances if an annual meeting is not required by the
Investment Company Act of 1940. There are procedures
whereby the shareholders may remove directors. These
procedures are described in the "Statement of Additional
Information" under the caption "Officers and Directors." The
Fund has adopted the appropriate provisions in its By-Laws
and may not, at its discretion, hold annual meetings of
shareholders for the following purposes unless required to do
so: (1) election of directors; (2) approval of any investment
advisory agreement; (3) ratification of the selection of
independent auditors; and (4) approval of a distribution plan.
As a result, the Fund does not intend to hold annual
meetings.
The Fund may use the name "Buffalo" in its name
so long as Kornitzer Capital Management, Inc. is continued
as its investment counsel. Complete details with respect to the
use of the name are set out in the Management Agreement
between the Fund and Jones & Babson, Inc.
This prospectus
omits certain of the information contained in the registration
statement filed with the Securities and Exchange
Commission, Washington, D.C. These items may be
inspected at the offices of the Commission or obtained from
the Commission upon payment of the fee prescribed.
Dividends, Distributions And Their Taxation
The Fund pays
dividends from net investment income and capital gains
semiannually, usually in June and December. Dividend and
capital gains distributions will be reinvested automatically in
additional shares at the net asset value per share next
computed and effective at the close of business on the day
after the record date, unless the shareholder has elected on the
original application, or by written instructions filed with the
Fund, to have them paid in cash.
The Fund intends to qualify
for taxation as a "regulated investment company" under the
Internal Revenue Code so that the Fund will not be subject to
federal income tax to the extent that it distributes its income
to its shareholders. Dividends, either in cash or reinvested in
shares, paid by the Fund from net investment income will be
taxable to shareholders as ordinary income, and will generally
qualify in part for the 70% dividends-received deduction for
corporations. The portion of the dividends so qualified
depends on the aggregate taxable qualifying dividend income
received by the Fund from domestic (U.S.) sources. The Fund
will send to shareholders a statement each year advising the
amount of the dividend income which qualifies for such
treatment.
Whether paid in cash or additional shares of the
Fund, and regardless of the length of time Fund shares have
been owned by the shareholder, distributions from long-term
capital gains are taxable to shareholders as such, but are not
eligible for the dividends-received deduction for corporations.
Shareholders are notified annually by the Fund as to federal
tax status of dividends and distributions paid by the Fund.
Such dividends and distributions may also be subject to state
and local taxes. Exchange and redemption of Fund shares are
taxable events for federal income tax purposes. Shareholders
may also be subject to state and municipal taxes on such
exchanges and redemptions. You should consult your tax
adviser with respect to the tax status of distributions from the
Fund in your state and locality.
The Fund intends to declare
and pay dividends and capital gains distributions so as to
avoid imposition of the federal excise tax. To do so, the Fund
expects to distribute during each calendar year an amount
equal to: (1) 98% of its calendar year ordinary income; (2)
98% of its capital gains net income (the excess of short- and
long-term capital gain over short- and long-term capital loss)
for the one-year period ending each October 31; and (3)
100% of any undistributed ordinary or capital gain net
income from the prior calendar year. Dividends declared in
October, November or December and made payable to
shareholders of record in such a month are deemed to have
been paid by the Fund and received by shareholders on
December 31 of such year, so long as the dividends are
actually paid before February 1 of the following year.
To comply with IRS regulations, the Fund is required by federal
law to withhold 31% of reportable payments (which may
include dividends, capital gains distributions, and
redemptions) paid to shareholders who have not complied
with IRS regulations. In order to avoid this withholding
requirement, shareholders must certify on their Application,
or on a separate form supplied by the Fund, that their Social
Security or Taxpayer Identification Number provided is
correct and that they are not currently subject to backup
withholding, or that they are exempt from backup
withholding.
The federal income tax status of all
distributions will be reported to shareholders each January as
a part of the annual statement of shareholder transactions.
Shareholders not subject to tax on their income will not be
required to pay tax on amounts distributed to them.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
HEREIN FOR GENERAL INFORMATION ONLY.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR
OWN TAX ADVISERS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF AN INVESTMENT IN
THE FUND.
Shareholder Services
The Fund and its manager
offer shareholders a broad variety of services described
throughout this prospectus. In addition, the following services
are available:
Automatic Monthly Investment - You may
elect to make monthly investments in a constant dollar
amount from your checking account ($100 minimum). The
Fund will draft your checking account on the same day each
month in the amount you authorize in your application, or,
subsequently, on a special authorization form provided upon
request.
Automatic Reinvestment - Dividends and capital
gains distributions may be reinvested automatically, or
shareholders may elect to have dividends paid in cash and
capital gains reinvested, or to have both paid in cash.
Telephone Investments - You may make investments of
$1,000 or more by telephone if you have authorized such
investments in your application, or, subsequently, on a special
authorization form provided upon request. See "Telephone
Investment Service."
Automatic Exchange - You may
exchange shares from your account ($100 minimum) in any
of the Buffalo Funds to an identically registered account in
any other fund in the Buffalo Group according to your
instructions. Monthly exchanges will be continued until all
shares have been exchanged or until you terminate the
Automatic Exchange authorization. A special authorization
form will be provided upon request.
Transfer of Ownership - A shareholder may transfer shares
to another shareholder
account. The requirements which apply to redemptions apply
to transfers. A transfer to a new account must meet initial
investment requirements.
Systematic Redemption Plan -
Shareholders who own shares in open account valued at
$10,000 or more may arrange to make regular withdrawals
without the necessity of executing a separate redemption
request to initiate each withdrawal.
Sub-Accounting - Keogh and corporate tax qualified
retirement plans, as well as certain other investors who must
maintain separate participant accounting records, may meet
these needs through services provided by the Fund's manager,
Jones & Babson, Inc. Investment minimums may be met by
accumulating the separate accounts of the group. Although
there is currently no charge for sub-accounting, the Fund and
its manager reserve the right to make reasonable charges for
this service.
Prototype Retirement Plans - Jones & Babson,
Inc. offers a defined contribution prototype plan - The
Universal Retirement Plan - which is suitable for all who
are self-employed, including sole proprietors, partnerships,
and corporations. The Universal Prototype includes both
money purchase pension and profit-sharing plan options.
Individual Retirement Accounts - Also available is an
Individual Retirement Account (IRA). The IRA uses the IRS
model form of plan and provides an excellent way to
accumulate a retirement fund which will earn tax-deferred
dollars until withdrawn. An IRA may also be used to defer
taxes on certain distributions from employer-sponsored
retirement plans. You may contribute up to $2,000 of
compensation each year ($2,250 if a spousal IRA is
established), some or all of which may be deductible. Consult
your tax adviser concerning the amount of the tax deduction,
if any.
Simplified Employee Pensions (SEPs) - The Jones &
Babson IRA may be used with IRS Form 5305 - SEP to
establish a SEP-IRA, to which the self-employed individual
may contribute up to 15% of net earned income or $30,000,
whichever is less. A SEP-IRA offers the employer the ability
to make the same level of deductible contributions as a Profit-
Sharing Plan with greater ease of administration, but less
flexibility in plan coverage of employees.
Shareholder Inquiries
Telephone inquiries may be made toll free to the
Fund, 1-800-49-BUFFALO (1-800-492-8332).
Shareholders
may address written inquiries to the Fund at:
Buffalo Equity Fund, Inc.
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, MO 64108
INDEPENDENT AUDITORS
ERNST & YOUNG LLP
Kansas City, Missouri
LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG
Philadelphia, Pennsylvania
JOHN G. DYER
Kansas City, Missouri
CUSTODIAN
UMB BANK, n.a.
Kansas City, Missouri
TRANSFER AGENT
JONES & BABSON, INC.
Kansas City, Missouri
<PAGE>
PART B
BUFFALO EQUITY FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
May 19, 1995
This Statement is not a Prospectus but should be read in
conjunction with the Fund's current Prospectus dated
May 19, 1995. To obtain the Prospectus please call the
Fund toll-free 1-800-49-BUFFALO (1-800-492-8332).
TABLE OF CONTENTS Page
INVESTMENT OBJECTIVE AND POLICIES 2
PORTFOLIO TRANSACTIONS 2
INVESTMENT RESTRICTIONS 2
HOW THE FUND'S SHARES ARE DISTRIBUTED 4
HOW SHARE PURCHASES ARE HANDLED 4
REDEMPTION OF SHARES 4
SIGNATURE GUARANTEES 5
MANAGEMENT AND INVESTMENT COUNSEL 5
HOW SHARE PRICE IS DETERMINED 5
OFFICERS AND DIRECTORS 6
CUSTODIAN 8
INDEPENDENT AUDITORS 8
OTHER BUFFALO FUNDS 8
FINANCIAL STATEMENT 9
INVESTMENT OBJECTIVE AND
POLICIES
The following policies supplement the Fund's
investment objective and policies set forth in the
Prospectus.
PORTFOLIO TRANSACTIONS
Decisions to buy and sell securities for the
Fund are made by Jones & Babson, Inc. pursuant
to recommendations by Kornitzer Capital
Management, Inc. Officers of the Fund and Jones
& Babson, Inc. are generally responsible for
implementing or supervising these decisions,
including allocation of portfolio brokerage and
principal business as well as the negotiation of
commissions and/or the price of the securities. In
instances where securities are purchased on a
commission basis, the Fund 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.
The Fund, 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 Fund does not intend to solicit
competitive bids on each transaction.
The Fund believes it is in its best interest and
that of its shareholders 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 Fund, when
acting on its behalf, as well as for any research or
other services provided to the Fund. Substantially
all of the portfolio transactions are through
brokerage firms which are members of the New
York Stock Exchange because usually the most
active market in the size of the Fund's
transactions and for the types of securities
predominant in the Fund's portfolio is to be
found there. When buying securities in the over-
the-counter market, the Fund 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 Fund normally will not pay a higher
commission rate to broker-dealers providing
benefits or services to it than it would pay to
broker-dealers who do not provide it such
benefits or services. However, the Fund reserves
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 Board of Directors of the Fund and
Jones & Babson, Inc.
Since the Fund does not market its shares
through intermediary brokers or dealers, it is not
the Fund's practice to allocate brokerage or
principal business on the basis of sales of its
shares which may be made through such firms.
However, it may place portfolio orders with
qualified broker-dealers who recommend the
Fund to other clients, or who act as agent in the
purchase of the Fund's shares for their clients.
Research services furnished by broker-dealers
may be useful to the Fund manager and its
investment counsel in serving other clients, as
well as the Fund. Conversely, the Fund 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 its
shareholders, the Fund 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 between the Fund and other
clients participating in the transaction. In some
instances, this investment procedure may affect
the price paid or received by the Fund or the size
of the position obtained by the Fund.
INVESTMENT RESTRICTIONS
In addition to the investment objective and
portfolio management policies set forth in the
Prospectus under the caption "Investment
Objective and Portfolio Management Policy," the
following restrictions also may not be changed
without approval of the "holders of a majority of
the outstanding shares" of the Fund.
The 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 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.
In addition to the fundamental investment
restrictions set out above, in order to comply
with the law or regulations of various States, the
Fund will not engage in the following practices:
(1) invest in securities which are not readily
marketable or in securities of foreign issuers
which are not listed on a recognized domestic or
foreign securities exchange (as a non-
fundamental policy, the Fund does not intend to
invest directly in foreign securities or foreign
currencies but, may purchase foreign securities
through dollar-denominated American
Depository Receipts); (2) invest in puts, calls,
straddles, spreads, and any combination thereof
if by reason thereof the value of its aggregate
investment in such classes of securities will
exceed 5% of its total assets, except that the
Fund may write covered call options in excess of
this limitation; (3) invest in oil, gas and other
mineral leases or arbitrage transactions; (4)
purchase or sell real estate (including limited
partnership interests, but excluding readily
marketable interests in real estate investment
trusts or readily marketable securities of
companies which invest in real estate); or (5)
purchase securities, including 144(a) securities,
of issuers which the company is restricted from
selling to the public without registration under
the securities Act of 1933. The Fund intends to
limit calls to writing calls issued by the Options
Clearing Corporation.
Certain States also require that the Fund's
investments in warrants, valued at the lower of
cost or market, may not exceed 5% of the value
of the Fund's net assets. Included within that
amount, but not to exceed 2% of the value of the
Fund's net assets may be warrants which are not
listed on the New York or American Stock
Exchange. Warrants acquired by the Fund in
units or attached to securities may be deemed to
be without value for purposes of this limitation.
In addition, the Fund has undertaken to the state
of California to comply with the expense
limitations set forth in Rule 260.140.84(a) of
Title 10 of the California Administrative Code.
HOW THE FUND'S SHARES
ARE DISTRIBUTED
Jones & Babson, Inc., as agent of the Fund,
agrees to supply its best efforts as sole distributor
of the Fund's shares and, at its own expense, pay
all sales and distribution expenses in connection
with their offering other than registration fees
and other government charges.
Jones & Babson, Inc. does not receive any fee
or other compensation under the distribution
agreement which continues in effect until
October 31, 1996, and which will continue
automatically for successive annual periods
ending each October 31, if continued at least
annually by the Fund's Board of Directors,
including a majority of those Directors who are
not parties to such agreements or interested
persons of any such party. It terminates
automatically if assigned by either party or upon
60 days written notice by either party to the
other.
Jones & Babson, Inc. also acts as sole
distributor of the shares of David L. Babson
Growth Fund, Inc., D. L. Babson Bond Trust,
D. L. Babson Money Market Fund, Inc., D. L.
Babson Tax-Free Income 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., Scout Stock Fund, Inc., Scout Bond
Fund, Inc., Scout Money Market Fund, Inc.,
Scout Tax-Free Money Market Fund, Inc., Scout
Regional Fund, Inc., Scout WorldWide Fund,
Inc., Buffalo Balanced Fund, Inc., Buffalo High
Yield Fund, Inc. and Buffalo USA Global Fund.
HOW SHARE PURCHASES ARE
HANDLED
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 Fund
arising out of such cancellation. To recover any
such loss, the Fund reserves 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 Fund reserves the right in its 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 Fund and its shareholders.
The Fund also reserves the right at any time to
waive or increase the minimum requirements
applicable to initial or subsequent investments
with respect to any person or class of persons,
which include shareholders of the Fund's special
investment programs.
REDEMPTION OF SHARES
The right of redemption may be suspended, or
the date of payment postponed beyond the
normal seven-day period by the Fund' s 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 Fund of securities owned by it
is not reasonably practicable, or (b) it is not
reasonably practicable for the Fund 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 Fund's shareholders.
The Fund has elected to be governed by Rule
18f-1 under the Investment Company Act of
1940 pursuant to which the Fund is 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, the 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.
The method of valuing securities used to make
redemptions in kind will be the same as the
method of valuing portfolio securities described
under "How Share Price is Determined" in the
Prospectus, and such valuation will be made as
of the same time the redemption price is
determined.
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 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,
(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 Fund or from
most banks or stock brokers), or
(3) all stock certificates tendered for
redemption.
MANAGEMENT AND
INVESTMENT COUNSEL
As a part of the Management Agreement,
Jones & Babson, Inc. employs at its own expense
Kornitzer Capital Management, Inc., as its
investment counsel. Kornitzer Capital
Management, Inc., was founded in 1989. It is a
private investment research and counseling
organization serving individual, corporate and
other institutional clients. It participates with
Jones & Babson in the management of four
Buffalo no-load mutual funds.
The annual fee charged by Jones & Babson,
Inc. covers all normal operating costs of the
Fund.
Kornitzer Capital Management, Inc., has an
experienced investment analysis and research
staff which eliminates the need for Jones &
Babson, Inc. and the Fund to maintain an
extensive duplicate staff, with the consequent
increase in the cost of investment advisory
service. The cost of the services of Kornitzer
Capital Management, Inc. is included in the fee
of Jones & Babson, Inc.
HOW SHARE PRICE IS DETERMINED
The net asset value per share of the Fund
portfolio is computed once daily, Monday
through Friday, at the specific time during the
day that the Board of Directors of the Fund sets
at least annually, except on days on which
changes in the value of a Fund's portfolio
securities will not materially affect the net asset
value, or days during which no security is
tendered for redemption and no order to purchase
or sell such security is received by the Fund, or
the following holidays:
New Year's Day January 1
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
OFFICERS AND DIRECTORS
The Fund is managed by Jones & Babson, Inc.
subject to the supervision and control of the
Board of Directors. The following table lists the
Officers and Directors of the Fund. Unless noted
otherwise, the address of each Officer and
Director is Three Crown Center, 2440 Pershing
Road, Suite G-15, Kansas City, Missouri 64108.
Except as indicated, each has been an employee
of Jones & Babson, Inc. for more than five years.
* Larry D. Armel, President and Director.
President and Director, Jones & Babson, Inc.,
Buffalo Balanced Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund,
Inc.; David L. Babson Growth Fund, Inc.,
D. L.Babson Money Market Fund, Inc., D. L.
Babson Tax-Free Income 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.; Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout
Money Market Fund, Inc., Scout Tax-Free
Money Market Fund, Inc., Scout Regional
Fund, Inc., Scout WorldWide Fund, Inc.;
President and Trustee, D. L. Babson Bond
Trust.
* Kent W. Gasaway, Director.
Senior Vice President, Kornitzer Capital
Management, Inc., KCM Building, Shawnee
Mission, Kansas 66201. Formerly Assistant
Vice President, Waddell & Reed, Inc., 6300
Lamar Avenue, Shawnee Mission, Kansas
66202; Director, Buffalo Balanced Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo
USA Global Fund, Inc.
Thomas S. Case, Director.
President and Chief Executive Officer, the
Frankona American Companies, 2405 Grant
Blvd., Suite 900, Kansas City, Missouri
64108; Director, Buffalo Balanced Fund,
Inc., Buffalo High Yield Fund, Inc., Buffalo
USA Global Fund, Inc.
* Stephen S. Soden, Director.
President, BMA Financial Services, BMA
Tower, One Penn Valley Park, Kansas City,
Missouri, 64141; Chairman and Director,
Jones & Babson, Inc.; Director, Buffalo
Balanced Fund, Inc., Buffalo High Yield
Fund, Inc., Buffalo USA Global Fund, Inc.
Francis C. Rood, Director.
Retired, 6429 West 92nd Street, Overland
Park, Kansas 66212. Formerly, Group Vice
President-Administration, Hallmark Cards,
Inc.; Director, Buffalo Balanced Fund, Inc.,
Buffalo High Yield Fund, Inc., Buffalo USA
Global Fund, Inc.; David L. Babson Growth
Fund, Inc., D. L. Babson Money Market
Fund, Inc., D. L. Babson Tax-Free Income
Fund, Inc., Babson Enterprise Fund, Inc.,
Babson Enterprise Fund II, Inc., Babson
Value Fund, Inc., Shadow Stock Fund, Inc.;
Trustee, D. L. Babson Bond Trust.
William H. Russell, Director.
Financial consultant, 645 West 67th Street,
Kansas City, Missouri 64113; Director,
Buffalo Balanced Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund,
Inc.; David L. Babson Growth Fund, Inc.,
D. L. Babson Money Market Fund, Inc., D. L.
Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc. and Babson-Stewart
Ivory International Fund, Inc.; Trustee, D. L.
Babson Bond Trust.
H. David Rybolt, Director.
Consultant, HDR Associates, P.O. Box 2468,
Shawnee Mission, Kansas 66202; Director,
Buffalo Balanced Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund,
Inc.; David L. Babson Growth Fund, Inc.,
D. L. Babson Money Market Fund, Inc., D. L.
Babson Tax-Free Income Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise
Fund II, Inc., Babson Value Fund, Inc.,
Shadow Stock Fund, Inc.; Trustee, D. L.
Babson Bond Trust.
P. Bradley Adams, Vice President and
Treasurer.
Vice President and Treasurer, Jones & Babson,
Inc., Buffalo Balanced Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund,
Inc.; David L. Babson Growth Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income 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, Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc.
Michael A. Brummel, Vice President,
Assistant Secretary and Assistant Treasurer.
Vice President, Assistant Secretary and Assistant
Treasurer, Jones & Babson, Inc., Buffalo
Balanced Fund, Inc., Buffalo High Yield Fund,
Inc. Buffalo USA Global Fund., Inc.; David L.
Babson Growth Fund, Inc., D. L. Babson Money
Market Fund, Inc., D. L. Babson Tax-Free
Income 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, Scout Stock Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market
Fund, Inc., Scout Tax-Free Money Market Fund,
Inc., Scout Regional Fund, Inc, Scout
WorldWide Fund, Inc.
Martin A. Cramer, Vice President and
Secretary.
Vice President and Secretary, Jones & Babson,
Inc., Buffalo Balanced Fund, Inc., Buffalo High
Yield Fund, Inc., Buffalo USA Global Fund,
Inc.; David L. Babson Growth Fund, Inc., D. L.
Babson Money Market Fund, Inc., D. L. Babson
Tax-Free Income 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; Scout Stock
Fund, Inc., Scout Bond Fund, Inc., Scout Money
Market Fund, Inc., Scout Tax-Free Money
Market Fund, Inc., Scout Regional Fund, Inc.,
Scout WorldWide Fund, Inc.
John G. Dyer, Vice President.
Vice President, Jones & Babson, Inc., Buffalo
Balanced Fund, Inc., Buffalo High Yield Fund,
Inc., Buffalo USA Global Fund, Inc.; Scout
Stock Fund, Inc., Scout Bond Fund, Inc., Scout
Money Market Fund, Inc., Scout Tax-Free
Money Market Fund, Inc., Scout Regional Fund,
Inc. , Scout WorldWide Fund, Inc.
Ruth Evans, Vice President.
Vice President, Jones & Babson, Inc., Buffalo
Balanced Fund, Inc., Buffalo High Yield Fund,
Inc., Buffalo USA Global Fund, Inc.; David L.
Babson Growth Fund, Inc., D. L. Babson Money
Market Fund, Inc., D. L. Babson Tax-Free
Income 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; Scout Stock Fund, Inc.,
Scout Bond Fund, Inc., Scout Money Market
Fund, Inc., Scout Tax-Free Money Market Fund,
Inc., Scout Regional Fund, Inc., Scout
WorldWide Fund, Inc.
None of the officers or directors will be
remunerated by the Fund 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 and Rybolt have
no financial interest in, nor are they affiliated
with, either Jones & Babson, Inc. or Kornitzer
Capital Management, Inc.
The Audit Committee of the Board of
Directors is composed of Messrs. Case, Rood,
Russell and Rybolt.
The Officers and Directors of the Fund as a
group own less than 1% of the Fund.
The Fund will not hold annual meetings except
as required by the Investment Company Act of
1940 and other applicable laws. The Fund is a
Maryland corporation. Under Maryland law, a
special meeting of stockholders of the Fund must
be held if the Fund receives
the written request for a meeting from the
stockholders entitled to cast at least 25 percent of
all the votes entitled to be cast at the meeting.
The Fund has undertaken that its Directors will
call a meeting of stockholders if such a meeting
is requested in writing by the holders of not less
than 10% of the outstanding shares of the Fund.
To the extent required by the undertaking, the
Fund will assist share-holder communications in
such matters.
CUSTODIAN
The Fund's assets are held for safekeeping by
an independent custodian, UMB Bank, n.a. This
means the bank, rather than the Fund, has
possession of the Fund's cash and securities. The
custodian bank is not responsible for the Fund's
investment management or administration. But,
as directed by the Fund's officers, it delivers cash
to those who have sold securities to the Fund in
return for such securities, and to those who have
purchased portfolio securities from the Fund, it
delivers such securities in return for their cash
purchase price. It also collects income directly
from issuers of securities owned by the Fund and
holds this for payment to shareholders after
deduction of the Fund's expenses. The custodian
is compensated for its services by the manager.
There is no charge to the Fund.
INDEPENDENT AUDITORS
The Fund's financial statements are audited
annually 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
Fund's present independent auditor.
Reports to shareholders will be published at
least semiannually.
OTHER BUFFALO FUNDS
Jones & Babson, Inc. sponsors and manages
three additional no-load funds in association with
Kornitzer Capital Management, Inc. The Funds
are:
Buffalo Balanced Fund, Inc. was organized
in 1994 with the objective of long-term capital
growth and high current income through
investing in common stocks and secondarily by
investing in convertible bonds, preferred stocks
and convertible preferred stocks.
Buffalo High Yield Fund, Inc. was organized
in 1994 with the objective of a high level of
current income and secondarily, capital growth
by investing primarily in high-yielding fixed
income securities.
Buffalo USA Global Fund, Inc. was
organized in 1994 with the objective of capital
growth by investing in common stocks of
companies that receive greater than 40% of their
revenues or pre-tax income from international
operations.
A prospectus for any of the Funds may be
obtained from Jones & Babson, Inc., Three
Crown Center, 2440 Pershing Road, Suite G-15,
Kansas City, Missouri 64108.
Jones & Babson, Inc. also sponsors and
manages nine no-load funds comprising the
Babson Mutual Fund Group managed by Jones &
Babson, Inc. in association with its investment
counsel, David L. Babson & Co. Inc. The funds
are: David L. Babson Growth Fund, Inc., Babson
Enterprise Fund, Inc., Babson Enterprise Fund II,
Inc., Shadow Stock Fund, Inc., Babson-Stewart
Ivory International Fund, Inc., Babson Value
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 and
manages six mutual funds which especially seek
to provide services to customers of affiliate
banks of UMB Financial Corporation. They are
Scout Stock Fund, Inc., Scout Bond Fund, Inc.,
Scout Money Market Fund, Inc., Scout Tax-Free
Money Market Fund, Inc., Scout Regional Fund,
Inc. and Scout WorldWide Fund, Inc.
* Directors who are interested persons as that
term is defined in the Investment Company
Act of 1940, as amended.
