SECOND AMENDED AND RESTATED FEE APPORTIONMENT AGREEMENT

SECOND AMENDED AND RESTATED
FEE APPORTIONMENT AGREEMENT

THIS SECOND FEE APPORTIONMENT AGREEMENT (the "Agreement") is made as of February 21, 2017, by and among: (1) Tributary Funds, Inc., a registered open-end management investment company organized as a Nebraska corporation having its principal place of business at 0000 Xxxxx Xxxxxx, Xxxxx, XX 00000 (the "Company"), on behalf of the Tributary Short/Intermediate Bond Fund, the Tributary Small Company Fund, the Tributary Income Fund, the Tributary Balanced Fund, and the Tributary Growth Opportunities Fund, (each, a "Fund" and collectively, the "Funds"), (2) Tributary Capital Management, LLC, a Colorado limited liability company ("Tributary"), and (3) First National Bank, a national banking association having its principal place of business at 00000 XXX Xxxxxxx, Xxxxx, XX 00000, on behalf of its division, First National Fund Advisers ("FNFA," together with Tributary and the Funds, the "Parties").

Preliminary Statement

A.  Tributary serves as investment adviser to the Funds, and FNFA serves as sub-advisor to Tributary with respect to the Tributary Income Fund (the "Income Fund"), Tributary Short-Intermediate Bond Fund (the "Short-Intermediate Fund"), Tributary Growth Opportunities Fund (the "Growth Opportunities Fund") and the Tributary Balanced Fund (the "Balanced Fund") together the "FNFA Advised Funds").

B.  Northern Lights Distributors, LLC (the "Distributor"), serves as distributor for the Funds.

C.  The Company, Tributary, the Distributor and Pershing LLC ("Pershing") are parties to an Operating Agreement, dated May 18, 2009 ("Operating Agreement") and Addendum #1 dated January __, 2017 ("Addendum"), under which Pershing provides certain services ("Services") to each of the Funds in connection with Pershing's customers' purchase of shares of the Funds (such shares owned by Pershing customers, the "Shares") through Pershing's platform.

D.  In exchange for Pershing's performance of the Services, the Company and Tributary, as provided in the Agreement, have agreed to pay Pershing a fee in the amount of $12 per account position per year held by Pershing's customers for assets on the Fund Center Platform In addition, per the Addendum, the Tributary Small Company Fund and Tributary Growth Opportunities Funds will be made available to Pershing Clients on the FundVest Platform which charges an additional 15 bps in fees per year. The FundVest fees are subject to an annual administrative maintenance fee ("annual fee"), based upon December month-end assets until asset levels of the Fund reach $5 million. At an asset level of $0 - $2.5 million the annual fee is $4,000, at $2.5 - $5.0 million the annual fee is $2,500 and over $5 million the annual fee is waived.

E.  The Company, on behalf of the Funds, and Tributary wish to set forth the apportionment of the fee amongst the Company, Tributary and FNFA. For purposes of clarification, the Company shall pay Pershing directly for the portion of the fee payable from the Company, with Tributary being responsible to pay Pershing the remaining amount as provided in this Agreement. This Agreement also sets forth the amounts to be paid to Tributary by FNFA.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:

AGREEMENT

1.  Responsibility of Fee. If the amount of the Pershing fee exceeds the 25 bps allowable for payment by the Funds, the amount due to Pershing shall be made in two payments. The first will be direct from the Funds for the Institutional Class of shares and will not be in excess of the 25 bps allowable under the Company's Shareholder Servicing Plan. Tributary shall pay Pershing the remainder of the fee in accordance with the Agreement.

2.  Apportionment of Fee Among the Funds and Tributary. For so long as Tributary is obligated to pay Pershing the Fee, the Parties agree that the Funds will pay up to 25 bps of the Fee on the Institutional Class of Shares directly to Pershing, apportioned in accordance with each Fund's respective portion of the Fee, and Tributary will pay the balance of the Fee (the "Tributary Portion").

3.   Apportionment of Tributary Portion Between Tributary and FNFA. For so long as Tributary is obligated to pay Pershing the Tributary Portion, FNFA will reimburse Tributary for one-half of the Tributary Portion attributable to the FNFA Advised Funds.

4.   Reference to Agreements. The term of this Agreement and the obligations hereunder shall only continue so long as Tributary is 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.

5.   Amendments. This Agreement may be amended by the written agreement of the Parties hereto, including any amendment to the apportionment and reimbursement provisions of Sections 2 and 3; provided, that such amendment shall have no effect on the total Fee owed pursuant to the Services Agreement.

[Signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Fee Apportionment Agreement to be executed by their officers designated below as of the day and first year above written.

	TRIBUTARY FUNDS, INC.
	By:			/s/ Xxxxxxx X. Xxxx
	Name:			Xxxxx Xxxx
	Title:			President
	TRIBUTARY CAPITAL MANAGEMENT, LLC
	By:			/s/ Xxxx Xxxxxxx
	Name:			Xxxx Xxxxxxx
	Title:			President
	FIRST NATIONAL BANK FIRST NATIONAL FUND ADVISERS
	By:			/s/ Xxxx Xxxxxxx
	Name:			Xxxx Xxxxxxx
	Title:			Senior Managing Director