THE ADVISORS' INNER CIRCLE FUND II
EXPENSE WAIVER REIMBURSEMENT AGREEMENT
AGREEMENT made this 30th day of April, 2008 between The Advisors'
Inner Circle Fund II, a Massachusetts voluntary association (commonly known as
a business trust) (the "Trust"), on behalf of the GRT Value Fund (the "Fund")
and GRT Capital Partners, LLC, a Delaware limited liability company (the
"Adviser").
WHEREAS, the Adviser has entered into an investment advisory
agreement with the Trust, dated April 30, 2008, pursuant to which the Adviser
provides investment advisory services to the Fund, and for which it is
compensated based on the average daily net assets of the Fund;
WHEREAS, the Adviser has voluntarily agreed to waive fees and/or
reimburse expenses as necessary to prevent the total annual operating expense
ratio of the Fund's Advisor Class Shares from exceeding 1.30% of the Fund's
average daily net assets, excluding interest, taxes, brokerage commissions and
extraordinary expenses (the "Expense Limit");
WHEREAS, the Fund has agreed, subject to the approval by the Trust's
Board of Trustees, to reimburse the Adviser for any of its prior fee waivers
and/or expense reimbursements up to the Expense Limit made during the preceding
three-year period;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE WAIVERS AND REIMBURSEMENT. The Adviser agrees to reduce all or a
portion of its fees and/or reimburse expenses of Advisor Class Shares of the
Fund (to the extent permitted by the Internal Revenue Code of 1986, as amended)
to the extent necessary to maintain the Expense Limit. The Adviser's
obligations pursuant to this paragraph are voluntary in nature and the Adviser
reserves the right, at its sole discretion, to modify or eliminate the Expense
Limit, subject to its provision of prior notice to the Trust's Board of
Trustees.
2. DUTY OF FUND TO REIMBURSE FEES AND EXPENSES. Subject to approval by the
Trust's Board of Trustees, the Fund agrees to reimburse the Adviser any fee
waivers and/or expense reimbursements borne pursuant to paragraph 1 above,
provided that (i) the Fund is not obligated to reimburse any such fee waivers
and/or expense reimbursements more than three years after the fee waiver and/or
expense reimbursement was borne by the Adviser; and (ii) such reimbursement
would not cause the total operating expenses of the Fund to exceed the Expense
Limit. The Board of Trustees shall review quarterly any reimbursements paid to
the Adviser with respect to the Fund in such quarter.
3. DURATION. This Agreement shall remain in effect until terminated by either
party upon written notice to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date
first above written.
THE ADVISORS' INNER CIRCLE FUND II, on behalf of the GRT Value Fund
/s/ Xxxxxx X. Xxxxxxxxx
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By:
Title:
GRT CAPITAL PARTNERS, LLC
/s/ Xxxxxxx X. Krochuk
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By: Xxxxxxx X. Krochuk
Title: Managing Member
