FEE APPORTIONMENT AGREEMENT
THIS FEE APPORTIONMENT AGREEMENT (the “Agreement”) is made as of February 20, 2018, 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, the Tributary Nebraska Tax-Free Fund and the Tributary Growth Opportunities Fund, (each, a “Fund” and collectively, the “Funds”), (2) Tributary Capital Management, LLC, a Colorado limited liability company having its primary place of business at 0000 Xxxxx Xxxxxx, Xxxxx, XX 00000 (“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 (“NE 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. The Company, Tributary, the Distributor and J.P. Securities LLC (“JPMS”) are parties to an Omnibus Order Processing Agreement, dated December 12, 2017 (“Agreement”), under which JPMS provides certain services (“Services”) to each of the Funds in connection with JPMS’s customers’ purchase of shares of the Funds (such shares owned by JPMS customers, the “Shares”) through JPMS’ platform.
D. In exchange for JPMS’ performance of the Services, the Company and Tributary, as provided in the Agreement, have agreed to pay JPMS a fee in the amount of 15 basis points annually on the average daily value of assets held by JPMS’ customers.
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 JPMS directly for the portion of the fee payable from the Company with Tributary being responsible to pay JPMS 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 JPMS fee exceeds the 25 bps allowable for payment by the Funds, the amount due to JPMS shall be made in two payments. For the Institutional class of shares, the amount will be paid direct from the Funds as it is not in excess of the 25 bps allowable under the Company’s Shareholder Servicing Plan. For the Institutional Plus class of shares, Tributary will pay the entire amount.
2. Apportionment of Fee Among the Funds and Tributary. For so long as Tributary is obligated to pay JPMS 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 JPMS, apportioned in accordance with each Fund’s respective portion of the Fee, and Tributary will pay the balance of the Fee (the “Tributary Portion”). For the Institutional Plus class of shares, Tributary will pay the entire amount direct to JPMS.
3. Apportionment of Tributary Portion Between Tributary and FNFA. For so long as Tributary is obligated to pay JPMS 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 Xxxx | |
| Name: | Xxxxxxx 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: | Vice President | |
