Fee Apportionment Agreement
Exhibit (h)(7)
This Fee Apportionment Agreement is made this 20th day of July, 2007 by First Focus Funds, Inc., a
Nebraska corporation (the “Fund”) and Tributary Capital Management, LLC, a Colorado limited
liability company (“Tributary”).
Preliminary Statement
A. Tributary serves as an investment adviser to the Fund pursuant to an Investment Advisory
Agreement dated February 14, 2005.
B. The Fund is a party to an Operating Agreement (“Operating Agreement”) dated April 17,
2006 with Xxxxxxx Xxxxxx & Co., Inc. (“Schwab”).
C. The Fund, Tributary and Schwab are parties to a Services Agreement dated April 17, 2006
(“Services Agreement”), under which Schwab provides certain services (the
“Services”) to Fund and Tributary with respect to Xxxxxx’x customers who hold shares in the
Fund’s series which are scheduled in the Services Agreement (the “Series”).
D. In addition to the Services Agreement, Xxxxxx’x performance of the Services is also subject to
the terms of the Operating Agreement.
E. In exchange for Xxxxxx’x performance of the Services, the Fund and Tributary, as provided in the
Services Agreement, have jointly agreed to pay Schwab a fee in the amount of 40 basis points
(“bps”) per month of the net asset value of the Series, subject to a minimum monthly fee
(collectively, the “Fee”), and as more particularly provided in Exhibit B to the Service
Agreement (“Exhibit B”).
F. The Fund and Tributary wish to set forth the apportionment of the Fee each party has been and
shall continue to be responsible to pay Schwab under the Services Agreement.
Now, Therefore, in consideration of the mutual covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is acknowledged by the
parties, the parties hereby agree as follows:
1. Apportionment of Fee. For so long as the Fund and Tributary are obligated to pay Schwab
the Fee under the terms of the Services Agreement, the parties agree that the Funds shall in no
event pay more than 25 bps of the Fee, calculated in the manner set forth in Exhibit B, and that
Tributary shall pay the remainder of the Fee. In the event the Fee is assessed as a minimum fee as
provided in Exhibit B, Tributary shall pay 37.5% of such minimum Fee, and the Fund shall pay 62.5%
of such minimum Fee; provided that in no event shall the Fund pay more than 25 bps of the net asset
value of a Series, as calculated in Exhibit B.
2. Reference to Agreements. The term of this agreement and the obligations hereunder shall
only continue so long as the parties are obligated to pay the Fee. In the event the amount of the
Fee is modified or the Services Agreement is otherwise modified, the parties may mutually agree to
correspondingly modify this agreement.
[Signature page to follow.]
The parties hereto have caused this Fee Apportionment Agreement to be executed as of the date first
above written.
| FIRST FOCUS FUNDS, INC. | TRIBUTARY CAPITAL MANAGEMENT, LLC | |||||
By:
|
/s/ Xxxxx Den Xxxxxx | By: | /s/ Xxxx Xxxxxxx | |||
| Name: Xxxxx Den Xxxxxx | Name: Xxxx Xxxxxxx | |||||
| Title: President | Title: Managing Director | |||||
