ADMINISTRATIVE SERVICES AGREEMENT

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement (“Agreement”) is entered into by and between Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC (“MSSB”), E*TRADE Securities LLC (“E*TRADE”), Tributary Capital Management, LLC (“Adviser” or “Fund Agent”), a Colorado corporation and investment adviser to the Funds, and Tributary Funds, Inc. (the “Trust”), a Nebraska statutory trust, on behalf of certain open-end mutual funds registered under the Investment Company Act of 1940, as amended, including, but not limited to, the Tributary family of funds (all such companies as may be so registered from time to time during the term of this Agreement, each a “Fund” and collectively the “Funds”). The Funds, the Trust, Fund Agent, and Adviser are each referred to as a “Fund Party” and collectively referred to as the “Fund Parties”. The term “Xxxxxx Xxxxxxx” shall refer to MSSB or E*TRADE depending on which entity is providing the services in question.

WHEREAS, Xxxxxx Xxxxxxx is registered under the Securities Exchange Act of 1934, as amended, as a broker-dealer and has entered into a dealer, participation, distribution or similar agreement with the Funds’ principal distributor;

WHEREAS, Xxxxxx Xxxxxxx, for the convenience of its “Clients,” distributes dividends and shareholder information, and performs other services with respect to its Clients’ accounts;

WHEREAS, the parties agree that at Xxxxxx Xxxxxxx’x election and with Fund Parties’ consent, Xxxxxx Xxxxxxx may: (1) hold Fund “Share” positions of Clients through one or more master or omnibus accounts (“Omnibus Accounts”) on the books and records of Fund Agent registered in the name of Xxxxxx Xxxxxxx; or (2) utilize networking on behalf of its Clients pursuant to Matrix Level 3 when exchanging information between itself and Fund Agent or the Funds’ named transfer agent;

WHEREAS, to support any such omnibus arrangement, Xxxxxx Xxxxxxx has agreed to provide additional sub-accounting, recordkeeping and other administrative services with respect to such Client positions; and

WHEREAS, the Funds receive a direct benefit from Xxxxxx Xxxxxxx performing services that the Fund Parties would otherwise perform with respect to such Client positions.

NOW, THEREFORE, in consideration of the mutual covenants stated below, the parties agree as follows:

Effectiveness. This Agreement shall be effective with respect to MSSB upon the execution of this Agreement, and with respect to E*TRADE when MSSB or E*TRADE begins serving as the clearing broker-dealer for transactions in Shares entered through E*TRADE.

Performance of Services.

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Xxxxxx Xxxxxxx will perform the services including but not limited to those specified on Schedule A hereto with respect to Xxxxxx Xxxxxxx Clients that maintain Shares of the Funds designated by Xxxxxx Xxxxxxx as eligible for the services in Omnibus Accounts.

With respect to networked accounts, Xxxxxx Xxxxxxx and Fund Agent shall participate in networking in accordance with the terms of the National Securities Clearing Corporation’s (“NSCC”) standard Networking Agreement (“NSCC Agreement”), as supplemented by this Agreement. Xxxxxx Xxxxxxx and Fund Agent shall perform each of the duties, functions, procedures and responsibilities assigned to, and customarily performed by, each party in accordance with Matrix Level 3 processing and as otherwise established by the NSCC from time to time.

Fund Agent hereby appoints Xxxxxx Xxxxxxx as agent for the limited purpose of receiving orders, including but not limited to purchases, sale, exchange and redemption orders from Clients.

Fees.

In consideration of the services provided hereunder, Adviser shall pay, or cause the Funds to pay, to Xxxxxx Xxxxxxx the fees specified in Schedule B hereto (“Fees”).

Adviser understands, acknowledges and agrees that the Fees paid under this Agreement compensate Xxxxxx Xxxxxxx for the provision of services hereunder, and are not intended to compensate, cover, or apply to any distribution activities undertaken by Xxxxxx Xxxxxxx and/or any Fund Party.

Adviser understands, acknowledges and agrees that the Fee is separate from, and in addition to fees agreed to by the parties or an affiliate of a Fund Party, under separate agreements.

The parties agree that (i) E*TRADE may allocate all or a portion of the compensation payable to E*TRADE under the Agreement(s) to MSSB, and (ii) MSSB may allocate all or a portion of the compensation payable to MSSB under the Agreement(s) to E*TRADE.

Adviser’s obligation to make payments to Xxxxxx Xxxxxxx under this Section and Schedule B shall survive the termination of this Agreement, and shall continue so long as Xxxxxx Xxxxxxx provides the services.

Record Retention and Access. Upon a reasonable request of a Fund Party, Xxxxxx Xxxxxxx shall provide copies of its records relating to Client transactions in Shares of the Funds, to enable the Fund Party or its representatives to: (i) comply with any request of a government body or self-regulatory organization; (ii) verify compliance by Xxxxxx Xxxxxxx with the terms of this Agreement; (iii) make required regulatory reports; or (iv) perform required Fund or shareholder supervision.

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Audit Reports. Upon reasonable request from a party to this Agreement Xxxxxx Xxxxxxx shall provide an annual Financial Intermediary Controls and Compliance Assessment (“XXXXX”) report regarding internal controls prepared by an independent auditor.

Fund Party Cooperation. Fund Agent will provide or cause to be provided to Xxxxxx Xxxxxxx, in a form reasonably requested by Xxxxxx Xxxxxxx: (i) up-to-date Fund profiles for each Fund and Share class held by Clients, for purposes of enabling Xxxxxx Xxxxxxx to set system parameters in accordance with the requirements of the Fund prospectus; (ii) daily share price information for each such Share class; (iii) daily Omnibus Account balances and reconciliation data; (iv) dividend information; (v) information regarding the Funds to be included in annual shareholder tax statements; and (vi) such other information and cooperation from the Fund Parties as Xxxxxx Xxxxxxx may reasonably request in order to provide the services. The Fund Parties shall timely review (or cause to be timely reviewed) reports provided to them by Xxxxxx Xxxxxxx in connection with the services, and shall promptly notify (or cause to be notified) Xxxxxx Xxxxxxx if they become aware of any errors or discrepancies therein.

Non Solicitation.

Each Fund Party warrants that neither it nor any of its affiliates or representatives having access to such records or information shall use such records or information: (i) to solicit, directly or indirectly, any Client of Xxxxxx Xxxxxxx for purchase of products or services; or (ii) for any other purpose not expressly contemplated under this Agreement.

The provisions of this Section shall survive the termination of this Agreement.

Confidentiality.

Each Fund Party agrees for itself and any of its affiliates or representatives given access to records and/or facilities of Xxxxxx Xxxxxxx, its affiliates or representatives that each of them shall treat as confidential all records and any information obtained through such access, and shall not disclose information contained therein except as required by law. All such records and information maintained by Xxxxxx Xxxxxxx and its affiliates in connection with this Agreement, as well as the names, addresses and other identifying information of Xxxxxx Xxxxxxx Clients and Xxxxxx Xxxxxxx’x sales and support personnel, are the exclusive property of Xxxxxx Xxxxxxx and shall remain so notwithstanding any release thereof in connection with the services or this Agreement.

Each party represents and warrants that with respect to Client information in its possession, custody or control, it is in compliance with all applicable privacy laws, rules and regulations, including but not limited to, the Xxxxx-Xxxxx Bliley Act of 1999 and regulations promulgated thereunder.

The provisions of this Section shall survive the termination of this Agreement.

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Liability and Indemnification.

Each Fund Party severally, and Fund Agent and Adviser jointly with respect to each Fund, agrees to be liable for, indemnify and hold harmless Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx’x officers, directors and employees from all losses and costs that it may incur (including, without limitation, reasonable attorneys’ fees and expenses) arising from such Fund Party’s material breach of this Agreement or its violation of law, except to the extent such losses are caused by the gross negligence, bad faith or willful misconduct of Xxxxxx Xxxxxxx or reckless disregard of obligation or duties of Xxxxxx Xxxxxxx under this Agreement.

Xxxxxx Xxxxxxx agrees to be liable for, indemnify and hold harmless each Fund Party, and Fund Party’s respective officers directors and employees from all losses that it may incur (including, without limitation, reasonable attorneys’ fees and expenses) arising from Xxxxxx Xxxxxxx’x material breach of this Agreement or its violation of law, except to the extent any such losses are caused by the gross negligence, bad faith or willful misconduct of a Fund Party or reckless disregard of obligation or duties of Xxxxxx Xxxxxxx under this Agreement.

The provisions of this Section shall survive the termination of this Agreement.

10.

Consequential Damages.

Notwithstanding anything in this Agreement to the contrary, in no event shall a party, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable to the other parties, their affiliates or any of their directors, officers, employees, agents or subcontractors in respect of this Agreement or the services under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether any person or entity has been advised of the possibility of such damages.

The provisions of this Section shall survive the termination of this Agreement.

11.

Encryption Software. Xxxxxx Xxxxxxx may provide Fund Parties a copy of certain encryption software to enable the parties to send and receive encrypted electronic files (the “Software”). Each Fund Party agrees that it will install and use the Software only for purposes of electronic file transfers to and from Xxxxxx Xxxxxxx’x designated server, only in connection with Xxxxxx Xxxxxxx’x provision of the services and only in the United States (as so limited, the “Permitted Uses”). Without limiting the foregoing, each Fund Party acknowledges that export of encryption technology in any form requires compliance with United States export control laws and regulations, and warrants that it will therefore take all necessary precautions to ensure that access to the Software is restricted in compliance with all applicable United States export and technology licensing requirements. Xxxxxx Xxxxxxx warrants that it possesses all necessary rights to provide the Software to Fund Parties for the Permitted Uses.

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12.

Arbitration.

If a dispute arises between the parties with respect to this Agreement which the parties are unable to resolve themselves, it shall be settled by arbitration in accordance with the then-existing FINRA Code of Arbitration Procedure (“FINRA Code”). The parties agree that, to the extent permitted by the FINRA Code, the arbitrator(s) shall be selected from the securities industry and the arbitration proceedings shall be held in New York City.

The provisions of this Section shall survive the termination of this Agreement.

13.

Governing Law. This Agreement shall be governed by the laws of the State of New York without application of the conflicts of law principles thereof.

14.

Delegation by Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx may delegate some or all of its duties under this Agreement to such other parties which in Xxxxxx Xxxxxxx’x sole discretion it deems to be competent to assume such duties; provided that Xxxxxx Xxxxxxx shall be responsible and liable for the acts and conduct of any such delegate to the same extent as if the acts and conduct had been performed by Xxxxxx Xxxxxxx.

15.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

16.

Schedules. All Schedules, as may be added and/or amended from time to time, are incorporated herein by reference and made a part of this Agreement.

17.

Entire Agreement. This Agreement, including any Schedules, constitutes the entire agreement among the parties hereto with respect to the specific matters dealt with herein, and supersedes any previous agreements and documents with respect to such matters.

18.

Amendment. This Agreement may be amended only upon the written agreement of the parties hereto.

19.

Assignment. The Fund Parties may not assign this Agreement without the prior written consent of Xxxxxx Xxxxxxx which consent shall not be unreasonably withheld. Xxxxxx Xxxxxxx may (1) assign this Agreement to any affiliated entity upon 30 days’ written notice to the Fund Parties and/or (2) remove E*TRADE from this Agreement at MSSB’s sole direction upon 30 days’ written notice to the Fund Parties.

20.

Term and Termination of Agreement. This Agreement shall become effective in accordance with Section 1 and shall continue in effect until terminated as provided herein. This Agreement may be terminated by any party hereto at any time upon at least 30 days’ written notice. In the event of the termination of this Agreement the parties will reasonably cooperate to make alternative arrangements for the servicing and maintenance of the Clients’ Fund shareholdings.

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21.

Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused by (i) fire, flood, elements of nature or other acts of God; (ii) any outbreak or escalation of hostilities, war, riots or civil disorders in any country, (iii) any act or omission of the other party or any governmental authority; (iv) any labor disputes beyond the reasonable control of such party; or (v) nonperformance by a third party or any similar cause beyond the party’s reasonable control, including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the relevant party shall be excused from performance and observance of the obligations so affected (and from any related indemnity obligations under this Agreement) for as long as such circumstances prevail provided each party uses commercially reasonable efforts to recommence performance or observance as soon as practicable.

22.

Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be effected or impaired thereby, and they shall be construed, to the extent practical to give effect the overall intent of this Agreement.

23.

Non-Exclusivity. Each party to this Agreement acknowledges that the other parties hereto may enter into similar agreements with third parties.

24.

Notices. All notices and other communications required hereunder shall be given or made in writing and shall be delivered personally, or sent by express delivery or registered or certified mail, postage prepaid, return receipt requested, along with a copy transmitted by e-mail, to the party or parties to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties. Any notice, demand or other communication given in a manner prescribed in this Section shall be deemed to have been delivered on receipt.

If to Adviser/Fund Agent:

Tributary Capital Management, LLC
0000 Xxxxx Xx.

Xxxx 0000

Xxxxx, XX 00000

Attention: Legal Department

With a copy to:

If to the Trust:

Tributary Funds, Inc.

0000 Xxxxx Xx.

Xxxx 0000

Xxxxx, XX 00000

Attention: Legal Department

With a copy to:

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If to MSSB:

Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC
0000 Xxxxxxxxxxx Xxxxxx

Xxxxxxxx, XX 00000

Attention: Xxxxxxxx Xxxxx-Xxxxxx

Managing Director

Relationship Management Group

With a copy to:

xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx

and

Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC
0000 Xxxxxxxxxxx Xxxxxx

Xxxxxxxx, XX 00000

Attention: Legal Department

If to E*TRADE:

E*TRADE Financial Holdings, LLC
000 X. Xxxxx Xxxx
00xx Xxxxx

Xxxxxxxxx, XX 00000

Attention: Brokerage Advisory Legal

With a copy to:

xxxxxxxxxxxxxxxx@xxxxxx.xxx

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by their duly authorized officer.

XXXXXX XXXXXXX XXXXX XXXXXX LLC

By:	/s/ Xxxxxxxx Xxxxx-Xxxxxx

Print Name:	Xxxxxxxx Xxxxx-Xxxxxx

Title:	Managing Director

Date:	1/24/2022

E*TRADE SECURITIES LLC

By:	/s/ Xxxxxx Xxxxx

Print Name:	Xxxxxx Xxxxx

Title:	Executive Director

Date:	1/24/2022

TRIBUTARY CAPITAL MANAGEMENT, LLC		TRIBUTARY FUNDS, INC. (TRUST)

By:	/s/ Xxxxxxxx Xxxxxxxxxx	By:	/s/ Xxxxxxx X. Xxxx

Print Name:	Xxxxxxxx Xxxxxxxxxx	Print Name:	Xxxxxxx X. Xxxx

Title:	Director of Sales & Client Service	Title:	President

Date:	January 21, 2022	Date:	1-13-2022

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SCHEDULE A
SERVICES

Pursuant to the Agreement by and among the parties hereto, Xxxxxx Xxxxxxx shall perform, or direct an affiliate to provide, the following services for Omnibus Accounts:

Aggregate and transmit to the Funds purchase, exchange and redemption orders on behalf of Clients.

Maintain separate records for each Client with respect to each of the Funds held by such Client, which records shall reflect Shares purchased and redeemed, including the date and price and charges assessed for all transactions, and Share balances.

Prepare and transmit to Clients confirmations of all transactions in Fund Shares.*

Prepare and transmit to Clients periodic account statements at least quarterly, and as frequently as required by law, showing the total number of Shares owned as of the statement closing date, purchases and redemptions of Fund Shares during the period covered by the statement and dividends and other distributions paid during the statement period (whether paid in cash or reinvested in Fund Shares).*

Forward or have forwarded to Clients (i) Fund prospectuses, proxy materials, reports and other information supplied by Fund Agent or the Funds and required to be sent to shareholders under the federal securities laws, and (ii) upon request of the Fund Agent, Fund communications deemed by the Fund, through its Board of Directors or similar governing body, to be material to shareholders of the Fund. Fund Agent or the Funds shall be responsible for the costs associated with Xxxxxx Xxxxxxx’x forwarding such materials to Clients.*

Withhold and remit taxes on dividends and distributions and, prepare, file or transmit all reports and returns, in each case as required by United States law with respect to each Client account. *

Calculate the correct sales charges (including front-end or CDSC) for each individual shareholder and forward applicable CDSC charges to the Fund Agent

Provide each Fund with information, on a daily basis, regarding Client Share purchases by state or jurisdiction of Client’s address.

Provide to the Funds monthly CDSC reports with respect to any affected class of Fund Shares held by Clients.

10.

Calculate trail commissions and invoice the Adviser on a monthly basis.

11.

Notify Fund Agent via NSCC of the transfer of a Client’s account to another dealer of record.

Xxxxxx Xxxxxxx may at its option consolidate or utilize “household” mailing and/or electronic communications for this information where permissible under applicable law.

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SCHEDULE B
FEES

Fee

Adviser shall pay, or cause the Funds to pay, Xxxxxx Xxxxxxx 0.06% on Client Fund assets (including assets invested through the reinvestment of dividends and distributions) held in brokerage and advisory as determined and calculated by Xxxxxx Xxxxxxx.

Calculation Methodology

The amount due to Xxxxxx Xxxxxxx shall be the product of (i) the asset value of all brokerage and advisory assets in a calendar quarter (using the asset value as of the last business day of each quarter) multiplied by (ii) the number of calendar days during such quarter, multiplied by (iii) the quotient of .0006 divided by 365 or 366 during a leap year.

Exclusions

The following categories of Fund assets will be excluded from the calculation of the Fee:

brokerage and advisory account assets held in money market funds;

brokerage and advisory account assets held through a 529 plan account; and

advisory account assets held through a corporate retirement plan governed by the Employee Retirement Income Security Act of 1974, SEP-XXX or SIMPLE-XXX.

Invoicing & Payment

Xxxxxx Xxxxxxx shall prepare and deliver to Adviser a quarterly invoice for the fee payable to Xxxxxx Xxxxxxx.

Adviser shall pay Xxxxxx Xxxxxxx the fee within 45 business days’ after receiving an invoice from Xxxxxx Xxxxxxx

The foregoing fees and rates assume that processing will be in accordance with Xxxxxx Xxxxxxx’x standard protocols for the services. Additional charges may apply for additional or custom services or processing.

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ADMINISTRATIVE SERVICES AGREEMENT

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