SECOND AMENDED AND RESTATED FEE APPORTIONMENT AGREEMENT
Exhibit 99.(h)(25)
SECOND AMENDED AND RESTATED
THIS SECOND AMENDED AND RESTATED FEE APPORTIONMENT AGREEMENT (the “Agreement”) is made as of October 1, 2014, 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 the Tributary Small Company 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”).
RECITALS
WHEREAS, The Company along with Tributary, are parties to a certain Fee Agreement dated July 20, 2007 (the “Prior Agreement”), describing the apportionment of fees owed to Xxxxxxx Xxxxxx & Co.,Inc. (“Schwab”) by the Company and Tributary.
WHEREAS, the Tributary Balanced Fund (“the Balanced Fund”) and the Tributary Growth Opportunities Fund (“the Growth Opportunities Fund”) are sub-advised by FNFA and accordingly, the parties hereto desire to reflect that FNFA will reimburse Tributary for one-half of the fee attributable to the Balanced Fund and Growth Opportunities Fund.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
Preliminary Statement
A. Tributary serves as investment adviser to the Funds.
B. FNFA serves as sub-advisor to the Balanced Fund and Growth Opportunities Fund.
C. Northern Lights Distributors, LLC (the “Distributor”), serves as distributor for the Funds.
X. Xxxxxx and the Company are parties to an Operating Agreement, dated as of April 17, 2006 (“Operating Agreement”), under which Schwab provides certain services (“Services”) to each of the Funds in connection with Xxxxxx’x customers’ purchase of shares of the Funds (such shares owned by Schwab customers, the “Shares”) through Xxxxxx’x platform.
E. In exchange for Xxxxxx’x performance of the Services, the Company, as provided in the Operating Agreement, has agreed to pay Schwab a fee in the amount of 40 basis points (“bps”) per month of the net asset value of the Shares held by Xxxxxx’x customers pursuant to the Operating Agreement, subject to a minimum monthly fee (collectively, the “Fee”), and as more particularly provided in Schedule I to the Services Agreement (“Schedule I”).
F. The Company, on behalf of the Funds, and Tributary wish to set forth the apportionment of the Fee amongst the Funds, Tributary and FNFA. For purposes of clarification, the Funds shall pay Schwab directly for the portion of the fee payable from them with Tributary being responsible to pay Schwab the remaining amount under the Services Agreement; and this Agreement only sets forth the amounts that shall be reimbursed to Tributary by FNFA.
AGREEMENT
1. Responsibility of Fee. The amount due to Schwab shall be paid in two payments. The first will be direct from the Funds for the 25 bps allowable under the Shareholder Servicing Fee. Tributary shall pay Schwab the remainder of the Fee in accordance with the terms of the Operating Agreement.
2. Apportionment of Fee. For so long as Tributary is obligated to pay Schwab the Fee under the Operating Agreement, (i) FNFA agrees to reimburse Tributary for one-half of the Fee attributable to the Balanced Fund and Growth Opportunities Fund, not to exceed $1000 or 7.5 basis points of the net asset value of the Shares of the Balanced Fund.
3. Apportionment of Fee Among the Funds and Tributary. For so long as the Company is obligated to pay Schwab the Fee under the Operating Agreement, the parties agree that the Funds shall pay 25bps of the fee, apportioned in accordance with each Fund’s respective portion of the Fee, and calculated in the manner set forth in Schedule I of the Operating Agreement.
4. Reference to Agreements. The term of this Agreement and the obligations hereunder shall only continue so long as the Company 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, without limitation, 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 instrument to be executed by their officers designated below as of the day and first year above written.
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
President |
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TRIBUTARY CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Managing Partner |
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FIRST NATIONAL BANK |
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FIRST NATIONAL FUND ADVISERS |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Senior Managing Director |
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