NINTH AMENDED AND RESTATED FEE APPORTIONMENT AGREEMENT
NINTH
AMENDED AND RESTATED
FEE APPORTIONMENT AGREEMENT
THIS NINTH AMENDED AND RESTATED FEE APPORTIONMENT AGREEMENT (the “Agreement”) is made as of January 1, 2019, 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”), Tributary Nebraska Tax-Free Fund (the “Nebraska Tax-Free 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. Tributary, the Distributor and National Financial Services, LLC, Fidelity Brokerage Services LLC, and Fidelity Investments Institutional Operations Company, Inc. (collectively, “Fidelity”) are parties to an Amended and Restated Services Agreement, dated May 3, 2010, as amended August 1, 2013 (“Services Agreement”), under which Fidelity provides certain services (“Services”) to each of the Funds in connection with Fidelity’s customers’ purchase of shares of the Funds (such shares owned by Fidelity customers, the “Shares”) through Fidelity’s platform.
D. In exchange for Fidelity’s performance of the Services, Tributary, as provided in the Services Agreement, has agreed to pay Fidelity an annual fee in the amount of 40 basis points (“bps”) calculated monthly of the net asset value of the Institutional Class Shares available within the No Transaction Fee Channel.
The Institutional Plus Class Shares held by Fidelity’s customers on the Transaction Fee Channel provides for an annual fee of 10 bps calculated monthly on the net asset value of the Shares held by Fidelity’s customers via omnibus accounts and 8 bps of the net asset value of the Shares held by Fidelity’s customers via networked accounts pursuant to the Services Agreement.
The Institutional Plus Class Shares held by Fidelity’s customers on the Retirement Fund Network, provides for an annual fee of 15 bps calculated monthly on the net asset value of the Shares held by Fidelity’s customers. All fees may be subject to the minimum cusip maintenance fee (collectively, the “Fee”), and as more particularly provided in Exhibit A and Exhibit C to the Services Agreement (“Exhibit A and C”).
E. The Parties are also parties to that certain Eighth Amended and Restated Fee Apportionment Agreement dated October 1, 2014 (the “Prior Agreement”), describing the apportionment
of the Fees by the Parties, and under which FNFA reimburses Tributary for one-half of the Fee attributable to the FNFA Advised Funds, not to exceed 7.5 bps points of the net asset value of the Shares.
F. The Parties now wish to amend and restate the Prior Agreement to clarify that the portion of the Fee paid by the Fund will be paid separately from the portion paid by Tributary and FNFA. This portion will be amended to include the Nebraska Tax-Free Fund which was added by Fidelity via a revised Rate Grid and clarify the payment of fees between the multiple channels within Fidelity.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:
AGREEMENT
1. Termination of Prior Agreement. The Parties hereby agree that upon the effectiveness of this Agreement, the Prior Agreement will be terminated.
2. Apportionment of Fee Among the Funds and Tributary. For so long as Tributary is obligated to pay Fidelity the Fee, the Parties agree that the Funds will pay 25 bps of the Fee on the Institutional Class of Shares directly to Fidelity, apportioned in accordance with each Fund’s respective portion of the Fee, and calculated in the manner provided in Exhibit A, and Tributary will pay the balance of the Fee (the “Tributary Portion”). The Fund’s will not pay any fee to Fidelity for the Institutional Plus Class of Shares.
3. Apportionment of Tributary Portion Between Tributary and FNFA. For so long as Tributary is obligated to pay Fidelity the Tributary Portion, FNFA will reimburse Tributary for one-half of the Tributary Portion attributable to the FNFA Advised Funds, not to exceed 7.5 bps of the net asset value of the Institutional Class of Shares and 5 bps of the net asset value of the Institutional Plus Class of Shares of 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 Eighth Amended and Restated Fee Apportionment Agreement to be executed by their officers designated below as of the day and first year above written.
| TRIBUTARY FUNDS, INC. | ||
| By: |  |
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| Name: | Xxxxx Xxxx | |
| Title: | President | |
TRIBUTARY CAPITAL MANAGEMENT, LLC |
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| By: |  |
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| Name: | Xxxx Xxxxxxx | |
| Title: | President | |
FIRST NATIONAL BANK FIRST NATIONAL FUND ADVISERS |
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| By: |  |
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| Name: | Xxxx Xxxxxxx | |
| Title: | President | |
