EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of November 29, 2010 by and between
Champlain Investment Partners, LLC (the "Adviser") and The Advisors' Inner
Circle Fund II (the "Trust") (the "Agreement"), on behalf of each series of the
Trust set forth in Schedule A attached hereto (each a "Fund," and collectively,
the "Funds").
WHEREAS, the Trust is a Massachusetts voluntary association (commonly known as a
business trust) organized under an Agreement and Declaration of Trust, dated
July 24, 1992, as amended and restated as of February 18, 2004 and August 10,
2004 (the "Declaration of Trust"), and is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an openend management
company of the series type, and each Fund is a series of the Trust;
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory
Agreement dated October 24, 2008 (the "Advisory Agreement"), pursuant to which
the Adviser provides investment advisory services to each Fund for compensation
based on the value of the average daily net assets of each such Fund;
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in
the best interests of each Fund and its shareholders to maintain the expenses of
each Fund at a level below the level to which each such Fund would normally be
subject in order to maintain each Fund's expense ratios at the Maximum Annual
Operating Expense Limit (as hereinafter defined) specified for such Fund in
Schedule A hereto;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses
of every character incurred by a Fund in any fiscal year, including but not
limited to investment advisory fees of the Adviser (but excluding interest,
taxes, brokerage commissions, acquired fund fees and expenses, other
expenditures which are capitalized in accordance with generally accepted
accounting principles and other extraordinary expenses not incurred in the
ordinary course of such Fund's business) and expenses for which payment has been
made through the use of all or a portion of brokerage commissions (or markups or
markdowns) generated by that Fund ("Fund Operating Expenses"), exceed the
Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, such
excess amount (the "Excess Amount") shall be the liability of the Adviser.
1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual
Operating Expense Limit with respect to each Fund shall be the amount specified
in Schedule A based on a percentage of the average daily net assets of each
Fund. That Maximum Annual Operating Expense Limit for each Fund contemplates
that certain expenses for each Fund may be paid through the use of all or a
portion of brokerage commissions (or markups or markdowns) generated by that
Fund.
1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with
respect to the Excess Amount, each month the Fund Operating Expenses for each
Fund shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses for any month of a Fund exceed the Maximum Annual Operating
Expense Limit of such Fund, the Adviser shall first waive or reduce its
investment advisory fee for such month by an amount sufficient to reduce the
annualized Fund Operating Expenses to an amount no higher than the Maximum
Annual Operating Expense Limit. If the amount of the waived or reduced
investment advisory fee for any such month is insufficient to pay the Excess
Amount, the Adviser may also remit to the appropriate Fund or Funds an amount
that, together with the waived or reduced investment advisory fee, is sufficient
to pay such Excess Amount.
1.4. YEAREND ADJUSTMENT. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment advisory fees
waived or reduced and other payments remitted by the Adviser to the Fund or
Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is
still in effect and the estimated aggregate Fund Operating Expenses of such Fund
for the fiscal year are less than the Maximum Annual Operating Expense Limit for
that year, subject to approval by the Trust's Board of Trustees as provided in
Section 2.3 below, the Adviser shall be entitled to reimbursement by such Fund,
in whole or in part as provided below, of the investment advisory fees waived or
reduced and other payments remitted by the Adviser to such Fund pursuant to
Section 1 hereof or pursuant to any prior agreement that provided for
reimbursement to the Adviser in the manner contemplated herein (a "Prior
Agreement"). The total amount of reimbursement to which the Adviser may be
entitled ("Reimbursement Amount") shall equal, at any time, the sum of all
investment advisory fees previously waived or reduced by the Adviser and all
other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof
or pursuant to a Prior Agreement, during any of the previous three (3) fiscal
years, less any reimbursement previously paid by such Fund to the Adviser,
pursuant to this Section 2, with respect to such waivers, reductions, and
payments. The Reimbursement Amount shall not include any additional charges or
fees whatsoever, including, e.g., interest accruable on the Reimbursement
Amount.
2.2. REIMBURSEMENT UNDER PRIOR AGREEMENTS. Notwithstanding Section 2.1,
the Adviser shall not be entitled to reimbursement of amounts waived or fees
reduced pursuant to a Prior Agreement unless Fund Operating Expenses are less
than the maximum annual operating expense limit established by the Prior
Agreement.
2.3. BOARD APPROVAL. No reimbursement shall be paid to the Adviser with
respect to any Fund pursuant to this Section 2 unless the Trust's Board of
Trustees has determined in advance that the payment of such reimbursement to the
Adviser is in the best interests of such Fund and its shareholders.
2.4. METHOD OF COMPUTATION. To determine each Fund's accrual, if any, to
reimburse the Adviser for the Reimbursement Amount, each month the Fund
Operating Expenses of each Fund shall be annualized as of the last day of the
month. If the annualized Fund Operating Expenses of a Fund for any month are
less than the Maximum Annual Operating Expense Limit of such Fund, such Fund
shall accrue into its net asset value an amount payable to the Adviser
sufficient to increase the annualized Fund Operating Expenses of that Fund to an
amount no greater than the Maximum Annual Operating Expense Limit of that Fund,
provided that such amount paid to the Adviser will in no event exceed the total
Reimbursement Amount. For accounting purposes, amounts accrued pursuant to this
Section 2 shall be a liability of the Fund for purposes of determining the
Fund's net asset value.
2.5. PAYMENT AND YEAREND ADJUSTMENT. Amounts accrued pursuant to this
Agreement shall be payable to the Adviser as of the last day of each month. If
necessary, on or before the last day of the first month of each fiscal year, an
adjustment payment shall be made by the appropriate party in order that the
actual Fund Operating Expenses of a Fund for the prior fiscal year (including
any reimbursement payments hereunder with respect to such fiscal year) do not
exceed the Maximum Annual Operating Expense Limit.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect with respect to all Funds until November
30, 2012 and shall thereafter continue in effect from year to year for
successive oneyear periods, provided that this Agreement may be terminated,
without payment of any penalty, with respect to any Fund:
(i) by the Trust, for any reason and at any time; and
(ii) by the Adviser, for any reason, upon ninety (90) days' prior written notice
to the Trust at its principal place of business, such termination to be
effective as of the close of business on the last day of the thencurrent
oneyear period; or at such earlier time provided that such termination is
approved by majority vote of the Trustees and the Independent Trustees voting
separately.
4. MISCELLANEOUS.
4.1. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust or the Funds to take any action contrary to the Trust's
Declaration of Trust or ByLaws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Funds. The parties to this
Agreement acknowledge and agree that all litigation arising hereunder, whether
direct or indirect, and of any and every nature whatsoever shall be satisfied
solely out of the assets of the affected Fund and that no Trustee, officer or
holder of shares of beneficial interest of the Fund shall be personally liable
for any of the foregoing liabilities. The Trust's Declaration of Trust, as
amended from time to time, is on file in the Office of the Secretary of State of
the Commonwealth of Massachusetts. Such Declaration of Trust describes in
detail the respective responsibilities and limitations on liability of the
Trustees, officers, and holders of shares of beneficial interest.
4.3. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Advisory Agreement or the 0000
Xxx.
4.4. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized, as of the day and year first
above written.
THE ADVISORS INNER CIRCLE FUND II,
on behalf of each series of the Trust set forth in Schedule A
/s/: Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Vice President and Secretary
CHAMPLAIN INVESTMENT PARTNERS, LLC
/s/: Xxxxxx X'Xxxxxxx
-----------------------
By: Xxxxxx X. X'Xxxxxxx
Title: Managing Partner
SCHEDULE A
TO THE
EXPENSE LIMITATION AGREEMENT
EFFECTIVE AS OF NOVEMBER 29, 2010 BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
CHAMPLAIN INVESTMENT PARTNERS, LLC
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
NAME OF FUND MAXIMUM ANNUAL OPERATING EXPENSE LIMIT
ADVISOR SHARES
Champlain Small Company Fund 1.40%
Champlain Mid Cap Fund
1.30%
INSTITUTIONAL SHARES
Champlain Mid Cap Fund 1.05%
