INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 5th day
May, 2008 by and between THE ADVISORS' INNER CIRCLE FUND II (the "Trust"), a
Massachusetts business trust registered as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and FROST
INVESTMENT ADVISORS, LLC (the "Adviser"), a limited liability company with its
principal place of business at 000 Xxxx Xxxxxxx Xxxxxx, 15'" Xxxxx Xxxxx, Xxx
Xxxxxxx, Xxxxx 00000.
WITNESSETH
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected
the Adviser to act as investment adviser to the Trust on behalf of the series
set forth on Schedule A to this Agreement (each, a "Fund and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act
as investment adviser with respect to the Funds. In such capacity, the
Adviser shall, subject to the supervision of the Board, regularly
provide the Funds with investment research, advice and supervision and
shall furnish continuously an investment program for the Funds,
consistent with the respective investment objectives and policies of
each Fund. The Adviser shall determine, from time to time, what
securities shall be purchased for the Funds, what securities shall be
held or sold by the Funds and what portion of the Funds' assets shall
be held uninvested in cash, subject always to the provisions of the
Trust's Agreement and Declaration of Trust, By-Laws and its
registration statement on Form N-1A (the "Registration Statement")
under the 1940 Act, and under the Securities Act of 1933, as amended
(the "1933 Act"), covering Fund shares, as filed with the Securities
and Exchange Commission (the "Commission"), and to the investment
objectives, policies and restrictions of the Funds, as each of the same
shall be from time to time in effect. To carry out such obligations,
the Adviser shall exercise full discretion and act for the Funds in the
same manner and with the same force and effect as the Funds themselves
might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things
necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions. No reference in this Agreement
to the Adviser having full discretionary authority over each Fund's
investments shall in any way limit the right of the Board, in its sole
discretion, to establish or revise policies in connection with the
management of a Fund's assets or to otherwise exercise its right to
control the overall management of a Fund.
(b) SUB-ADVISERS. It is understood that the Adviser may from time to
time employ or associate itself with such person or persons as the
Adviser may believe to be particularly fitted to assist in the
performance of this Agreement; provided, however, that the compensation
of such person or persons shall be paid by the Adviser and that the
Adviser shall be as fully responsible to the Trust for the acts and
omissions of any sub-adviser as it is for its own acts and omissions.
Without limiting the generality or the foregoing, it is agreed that
investment management services to the Fund may be provided by a
sub-adviser acceptable to the Trust and the Adviser and approved in
accordance with the provisions of the 1940 Act. In the event that any
sub-adviser appointed hereunder is terminated, the Adviser may provide
investment management services pursuant to this Agreement to the Fund
without further shareholder approval.
(c) COMPLIANCE. The Adviser agrees to comply with the requirements of
the 1940 Act, the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Commodity Exchange Act and the respective
rules and regulations thereunder, as applicable, as well as with all
other applicable federal and state laws, rules and regulations that
relate to the services and relationships described hereunder and to the
conduct of its business as a registered investment adviser. The Adviser
also agrees to comply with the objectives, policies and restrictions
set forth in the Registration Statement, as amended or supplemented, of
the Funds, and with any policies, guidelines, instructions and
procedures approved by the Board and provided to the Adviser. In
selecting each Fund's portfolio securities and performing the Adviser's
obligations hereunder, the Adviser shall cause the Fund to comply with
the diversification and source of income requirements of Subchapter M
of the Internal Revenue Code of 1986, as amended (the 'Code"), for
qualification as a regulated investment company. The Adviser shall
maintain compliance procedures that it reasonably believes are adequate
to ensure its compliance with the foregoing. No supervisory activity
undertaken by the Board shall limit the Adviser's full responsibility
for any of the foregoing.
(d) PROXY VOTING. The Board has the authority to determine how proxies
with respect to securities that are held by the Funds shall be voted,
and the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Fund's securities to the
Adviser. So long as proxy voting authority for the Fund has been
delegated to the Adviser, the Adviser shall exercise its proxy voting
responsibilities. The Adviser shall carry out such responsibility in
accordance with any instructions that the Board shall provide from time
to time, and at all times in a manner consistent with Rule 206(4)-6
under the Advisers Act and its fiduciary responsibilities to the Trust.
The Adviser shall provide periodic reports and keep records relating to
proxy voting as the Board may reasonably request or as may be necessary
for the Funds to comply with the 1940 Act and other applicable law. Any
such delegation of proxy voting responsibility to the Adviser may be
revoked or modified by the Board at any time.
(e) RECORDKEEPING. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the
Funds, except as otherwise provided herein or as may be necessary for
the Adviser to supply to the Trust or its Board the information
required to be supplied under this Agreement.
The Adviser shall maintain separate books and detailed records
of all matters pertaining to Fund assets advised by the Adviser
required by Rule 31a-1 under the 1940 Act (other than those records
being maintained by any administrator, custodian or transfer agent
appointed by the Funds) relating to its responsibilities provided
hereunder with respect to the Funds, and shall preserve such records
for the periods and in a manner prescribed therefore by Rule 3 la-2
under the 1940 Act (the "Fund Books and Records"). The Fund Books and
Records shall be available to the Board at any time upon request, shall
be delivered to the Trust upon the termination of this Agreement and
shall be available without delay during any day the Trust is open for
business.
(f) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide regular
reports regarding Fund holdings, and may, on its own initiative,
furnish the Trust and its Board from time to time with whatever
information the Adviser believes is appropriate for this purpose. The
Adviser agrees to notify the Trust promptly if the Adviser reasonably
believes that the value of any security held by a Fund may not reflect
fair value. The Adviser agrees to provide upon request any pricing
information of which the Adviser is aware to the Trust, its Board
and/or any Fund pricing agent to assist in the determination of the
fair value of any Fund holdings for which market quotations are not
readily available or as otherwise required in accordance with the 1940
Act or the Trust's valuation procedures for the purpose of calculating
the Fund net asset value in accordance with procedures and methods
established by the Board.
(g) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any
Trust custodian or foreign sub-custodians, any Trust pricing agents and
all other agents and representatives of the Trust with respect to such
information regarding the Funds as such entities may reasonably request
from time to time in the performance of their obligations, provide
prompt responses to reasonable requests made by such persons and
establish appropriate interfaces with each so as to promote the
efficient exchange of information and compliance with applicable laws
and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it has provided to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust's Board. The Adviser shall respond to requests for information from
the Trust as to violations of the Code by Access Persons and the sanctions
imposed by the Adviser.
The Adviser shall immediately notify the Trust of any material
violation of the Code, whether or not such violation relates to a security held
by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and
its respective officers with such periodic reports concerning the obligations
the Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.
(a) NOTIFICATION OF BREACH/COMPLIANCE REPORTS. The Adviser shall notify
the Trust's chief compliance officer immediately upon detection of (i)
any material failure to manage any Fund in accordance with its
investment objectives and policies or any applicable law; or (ii) any
material breach of any of the Funds' or the Adviser's policies,
guidelines or procedures. In addition, the Adviser shall provide a
quarterly report regarding each Fund's compliance with its investment
objectives and policies, applicable law, including, but not limited to
the 1940 Act and Subchapter M of the Code, and the Fund's policies,
guidelines or procedures as applicable to the Adviser's obligations
under this Agreement. The Adviser agrees to correct any such failure
promptly and to take any action that the Board may reasonably request
in connection with any such breach. Upon request, the Adviser shall
also provide the officers of the Trust with supporting certifications
in connection with such certifications of Fund financial statements and
disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser
will promptly notify the Trust in the event (i) the Adviser is served
or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class
action suits in which a Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the
compliance by the Adviser with the federal or state securities laws or
(ii) an actual change in control of the Adviser resulting in an
"assignment" (as defined in the 1940 Act) has occurred or is otherwise
proposed to occur.
(b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the
Trust with any information reasonably requested regarding its
management of the Funds required for any meeting of the Board, or for
any shareholder report, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR,
amended registration statement, proxy statement, or prospectus
supplement to be filed by the Trust with the Commission. The Adviser
will make its officers and employees available to meet with the Board
from time to time on due notice to review its investment management
services to the Funds in light of current and prospective economic and
market conditions and shall furnish to the Board such information as
may reasonably be necessary in order for the Board to evaluate this
Agreement or any proposed amendments thereto.
(c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
such information concerning portfolio transactions as may be necessary
to enable the Trust or its designated agent to perform such compliance
testing on the Funds and the Adviser's services as the Trust may, in
its sole discretion, determine to be appropriate. The provision of such
information by the Adviser to the Trust or its designated agent in no
way relieves the Adviser of its own responsibilities under this
Agreement.
4. BROKERAGE.
(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
securities for the account of a Fund, neither the Adviser nor any of
its directors, officers or employees will act as a principal or agent
or receive any commission except as permitted by the 1940 Act.
(b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
all orders for the purchase and sale of securities for a Fund's account
with brokers or dealers selected by the Adviser. In the selection of
such brokers or dealers and the placing of such orders, the Adviser is
directed at all times to seek for the Fund the most favorable execution
and net price available under the circumstances. It is also understood
that it is desirable for
the Fund that the Adviser have access to brokerage and research
services provided by brokers who may execute brokerage transactions at
a higher cost to the Fund than may result when allocating brokerage to
other brokers, consistent with section 28(e) of the 1934 Act and any
Commission or staff interpretations thereof. Therefore, the Adviser is
authorized to place orders for the purchase and sale of securities for
a Fund with such brokers, subject to review by the Board from time to
time with respect to the extent and continuation of this practice. It
is understood that the services provided by such brokers may be useful
to the Adviser in connection with its or its affiliates' services to
other clients.
(c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of a Fund as
well as other clients of the Adviser, the Adviser may, to the extent
permitted by applicable law and regulations, aggregate the order for
securities to be sold or purchased. In such event, the Adviser will
allocate securities or futures contracts so purchased or sold, as well
as the expenses incurred in the transaction, in the manner the Adviser
reasonably considers to be equitable and consistent with its fiduciary
obligations to the Fund and to such other clients under the
circumstances.
(d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act as
broker in connection with the purchase or sale of securities or other
investments for a Fund, subject to: (a) the requirement that the
Adviser seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the Fund's current
Registration Statement; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act; and
(e) other provisions of applicable law. These brokerage services are
not within the scope of the duties of the Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures
adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these
services in addition to the Adviser's fees for services under this
Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take
or receive physical possession of cash, securities or other investments of a
Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) PROPERLY REGISTERED. The Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the
duration of this Agreement. The Adviser is not prohibited by the
Advisers Act or the 1940 Act from performing the services contemplated
by this Agreement, and to the best knowledge of the Adviser, there is
no proceeding or investigation that is reasonably likely to result in
the Adviser being prohibited from performing the services contemplated
by this Agreement. The Adviser agrees to promptly notify the Trust of
the occurrence of any event that would disqualify the Adviser from
serving as an investment adviser to an investment company. The Adviser
is in compliance in all material respects with all applicable federal
and state law in connection with its investment management operations.
(b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
its Form ADV Part I as most recently filed with the SEC and its current
Part II and will, promptly after filing any amendment to its Form ADV
with the SEC or updating its Part II, furnish a copy of such amendments
or updates to the Trust. The information contained in the Adviser's
Form ADV is accurate and complete in all material respects and does not
omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading.
(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and will in the
future review, the Registration Statement, and any amendments or
supplements thereto, the annual or semi-annual reports to shareholders,
other reports filed with the Commission and any marketing material of a
Fund (collectively the "Disclosure Documents") as and when furnished to
the Adviser by the Fund or the Fund's service providers and represents
and warrants that with respect to disclosure about the Adviser, the
manner in which the Adviser manages the Fund or information relating
directly or indirectly to the Adviser, such Disclosure Documents
contain or will contain, as of the date thereof, no untrue statement of
any material fact and does not omit any statement of material fact
which was required to be stated therein or necessary to make the
statements contained therein not misleading.
(d) USE OF THE NAME "FROST". The Adviser has the right to use the name
"Frost" in connection with its services to the Trust and, subject to
the terms set forth in Section 8 of this Agreement, the Trust shall
have the right to use the name "Frost" in connection with the
management and operation of the Funds. The Adviser is not aware of any
threatened or existing actions, claims, litigation or proceedings that
would adversely affect or prejudice the rights of the Adviser or the
Trust to use the name "Frost."
(e) INSURANCE. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written
notice to the Trust (i) of any material changes in its insurance
policies or insurance coverage; or (ii) if any material claims will be
made on its insurance policies. Furthermore, the Adviser shall, upon
reasonable request, provide the Trust with any information it may
reasonably require concerning the amount of or scope of such insurance.
(f) CONFLICTS. The Adviser shall act honestly, in good faith and in the
best interests of the Trust including requiring any of its personnel
with knowledge of Fund activities to place the interest of the Fund
first, ahead of their own interests, in all personal trading scenarios
that may involve a conflict of interest with the Funds, consistent with
its fiduciary duties under applicable law.
(g) REPRESENTATIONS. The representations and warranties in this Section
7 shall be deemed to be made on the date this Agreement is executed and
at the time of delivery of the quarterly compliance report required by
Section 3(a), whether or not specifically referenced in such report.
8. THE NAME "FROST". The Adviser grants to the Trust a license to use
the name "Frost" (the 'Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the
Name. The Trust shall (1) only use the Name in a manner consistent with uses
approved by the Adviser; (2) use its best efforts to maintain the quality of the
services offered using the Name; (3) adhere to such other specific quality
control standards as the Adviser may from time to time promulgate. At the
request of the Adviser, the Trust will (a) submit to Adviser representative
samples of any promotional materials using the Name; and (b) change the name of
any Fund within three months of its receipt of the Adviser's request, or such
other shorter time period as may be required under the terms of a settlement
agreement or court order, so as to eliminate all reference to the Name and will
not thereafter transact any business using the Name in the name of any Fund;
provided, however, that the Trust may continue to use beyond such date any
supplies of prospectuses, marketing materials and similar documents that the
Trust had on the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Fund's prospectus. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder,
the Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares of a
Fund, the Adviser will act solely as investment counsel for such clients and not
in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser or the Trust of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
12. DURATION AND TERMINATION.
This Agreement shall become effective as of the date executed and shall
remain in full force and effect continually thereafter, subject to renewal as
provided in Section 12(c) and unless terminated automatically as set forth in
Section 1 1 hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i) by vote
of its Board or (ii) with respect to any Fund, upon the affirmative
vote of a majority of the outstanding voting securities of the Fund; or
(b) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Trust;
or
(c) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at
least annually thereafter by (i) a majority vote of the Trustees,
including a majority vote of such Trustees who are not interested
persons of the Trust or the Adviser, at a meeting called for the
purpose of voting on such approval; or (ii) the vote of a majority of
the outstanding voting securities of each Fund; provided, however, that
if the continuance of this Agreement is submitted to the shareholders
of the Funds for their approval and such shareholders fail to approve
such continuance of this Agreement as provided herein, the Adviser may
continue to serve hereunder as to the Funds in a manner consistent with
the 1940 Act and the rules and regulations thereunder; and
(d) Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of the Fund and
with respect to any of its assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance
with such schedule as the 'Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their respective
meanings as set forth in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission under the 1940 Act or
any interpretations of the Commission staff.
14. LIABILITY OF THE ADVISER.
The Adviser shall indemnify and hold harmless the Trust and all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000
Xxx) and all controlling persons (as described in Section 15 of the 1933 Act)
(collectively, the "Adviser Indemnitees") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) by reason of or arising out of: (a) the Adviser being in material
violation of any applicable federal or state law, rule or regulation or any
investment policy or restriction set forth in the Funds' Registration Statement
or any written guidelines or instruction provided in writing
by the Board, (b) a Fund's failure to satisfy the diversification or source of
income requirements of Subchapter M of the Code, or (c) the Adviser's willful
misfeasance, bad faith or gross negligence generally in the performance of its
duties hereunder or its reckless disregard of its obligations and duties under
this Agreement. The Adviser will exercise its best judgment at all times in a
manner consistent with its fiduciary responsibilities to the Trust in rendering
the services described in this Agreement. Subject the Adviser's compliance with
the foregoing standard, the Adviser shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder, except as may otherwise be provided under provisions of
applicable state law or Federal securities law which cannot be waived or
modified hereby.
15. 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.
16. LIMITATION OF LIABILITY. 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 s h e s of
beneficial interest of the Fund shall be personally liable for any of the
foregoing liabilities. The Trust's Certificate 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 Certificate of Trust and the Trust's Agreement and
Declaration of Trust describe in detail the respective responsibilities and
limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall
notify the Trust of any anticipated or otherwise reasonably foreseeable change
in the ownership of the Adviser within a reasonable time prior to such change
being effected.
18. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of Commonwealth of Massachusetts and the
Adviser consents to the jurisdiction of courts, both state or federal, in
Massachusetts, with respect to any dispute under this Agreement.
19. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
20. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
21. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser
hereunder are not to be deemed exclusive and the Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date first
above written.
THE ADVISORS' INNER CIRCLE FUND II, on behalf
of each Fund listed on Schedule A
By: /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: President
FROST INVESTMENT ADVISORS, LLC.
By: /s/ Xxx X. Xxxxxxxxxxxx
-------------------------------
Name: Xxx X. Xxxxxxxxxxxx
Title: President
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED _________ __, 2008 BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
FROST INVESTMENT ADVISORS, LLC
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily net
assets of the respective Fund in accordance the following fee schedule:
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FUND
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Frost Core Growth Equity Fund 0.80%
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Frost Dividend Value Equity Fund 0.80%
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Frost Kempner Multi-Cap Deep Value Equity 0.59%
Fund
------------------------------------------------------- -----------------------------------------------------
Frost Xxxxxx Small-Mid Cap Equity Fund 1.00% on the first $100 million of
average daily net assets and
0.85% on average daily net assets in
excess of $100 million
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Frost Strategic Balanced Fund 0.70%
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Frost International Equity Fund 0.95% on the first $150 million of
average daily net assets and
0.90% on average daily net assets in
excess of $150 million
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Frost Low Duration Bond Fund 0.50%
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Frost Total Return Bond Fund 0.50%
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Frost Municipal Bond Fund 0.50%
------------------------------------------------------- -----------------------------------------------------
Frost Low Duration Municipal Bond Fund 0.50%
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Frost Kempner Treasury and Income Fund 0.35%
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Frost LKCM Multi-Cap Equity Fund 0.75%
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Frost LKCM Small-Mid Cap Equity Fund 0.90%
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