THE ADVISORS' INNER CIRCLE FUND II
EXPENSE WAIVER REIMBURSEMENT AGREEMENT
AGREEMENT made this ____day of _______, 2008 between The Advisors'
Inner Circle Fund II, a Massachusetts business trust (the "Trust"), on behalf of
the Frost Core Growth Equity Fund, Frost Dividend Value Equity Fund, Frost
Kempner Multi-Cap Deep Value Equity Fund, Frost Xxxxxx Small-Mid Cap Equity
Fund, Frost International Equity Fund, Frost Low Duration Bond Fund, Frost Total
Return Bond Fund, Frost Municipal Bond Fund, Frost Low Duration Municipal Bond
Fund, Frost Kempner Treasury and Income Fund, Frost LKCM Multi-Cap Equity Fund,
Frost LKCM Small-Mid Cap Equity Fund, and Frost Strategic Balanced Fund (the
each, a "Fund" and collectively, the "Funds"), and Frost Investment Advisors,
LLC, a Delaware limited liability company (the "Adviser").
WHEREAS, the Adviser has entered into an investment advisory agreement
with the Trust, dated ______, 2008, pursuant to which the Adviser provides
investment advisory services to the Funds, and for which it is compensated based
on the average daily net assets of each Fund;
WHEREAS, the Adviser has voluntarily agreed to waive a portion of its fees for
certain Funds as set forth in Schedule A to this agreement (the "Voluntary Fee
Waiver");
WHEREAS, the Adviser has voluntarily agreed to further waive fees
and/or reimburse expenses as necessary to prevent the total annual operating
expense ratio of each Fund's Advisor Class Shares and Institutional Class Shares
from exceeding the amounts set forth in Schedule B to this agreement, excluding
interest, taxes and certain non-routine expenses (the "Expense Limit");
WHEREAS, the Funds have 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 a portion of
its fees for certain Funds according to the Voluntary Fee Waiver. The Adviser
agrees further to reduce all or a portion of its fees and/or reimburse expenses
of Advisor Class Shares and Institutional Class Shares of each 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 Voluntary Fee Waiver and/or 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, each Fund agrees to reimburse the Adviser any fee
waivers and/or expense reimbursements borne pursuant to paragraph 1 above,
provided that (i) a 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; (ii) such reimbursement would
not cause the total operating expenses of the Funds to exceed the Expense Limit;
and (iii) a Fund is not obligated to reimburse the difference between the Fund's
total operating expenses and the Expense Limit attributable to the Voluntary Fee
Waiver. The Board of Trustees shall review quarterly any reimbursements paid to
the Adviser with respect to the Funds in such quarter.
3. DURATION. This Agreement shall remain in effect until terminated by either
party upon written notice to the other.
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date
first above written.
THE ADVISORS' INNER CIRCLE FUND II
------------------------------
By:
Title:
FROST INVESTMENT ADVISORS, LLC
------------------------------
By:
Title:
3
SCHEDULE A
TO THE
EXPENSE WAIVER REIMBURSEMENT AGREEMENT
DATED _________ __, 2008 BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
FROST INVESTMENT ADVISORS, LLC
VOLUNTARY FEE WAIVER
Frost Core Growth Equity Fund 0.15%
Frost Dividend Value Equity Fund 0.15%
Frost Kempner Deep Value Equity Fund None
Frost Small-Mid Cap Equity Fund None
Frost Strategic Balanced Fund 0.05%
Frost International Equity Fund None%
Frost Low Duration Bond Fund 0.20%
Frost Total Return Bond Fund 0.10%
Frost Municipal Bond Fund 0.10%
Frost Low Duration Municipal Bond Fund 0.20%
Frost Kempner Treasury and Income Fund None
Frost LKCM Multi-Cap Equity Fund None
Frost LKCM Small-Mid Cap Equity Fund None
4
SCHEDULE B
TO THE
EXPENSE WAIVER REIMBURSEMENT AGREEMENT
DATED _________ __, 2008 BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
FROST INVESTMENT ADVISORS, LLC
EXPENSE LIMIT AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
---------------------------------------------------------
FUND CLASS A INSTITUTIONAL CLASS
---- ----------- -------------------
Frost Core Growth Equity Fund 1.50% 1.25%
Frost Dividend Value Equity Fund 1.50% 1.25%
Frost Kempner Multi-Cap Deep Value Equity Fund 1.30% 1.05%
Frost Xxxxxx Small-Mid Cap Equity Fund 1.80% 1.55%
Frost Strategic Balanced Fund 1.60% 1.35%
Frost International Equity Fund 1.70% 1.45%
Frost Low Duration Bond Fund 1.20% 0.95%
Frost Total Return Bond Fund 1.20% 0.95%
Frost Municipal Bond Fund 1.30% 1.05%
Frost Low Duration Municipal Bond Fund 1.40% 1.15%
Frost Kempner Treasury and Income Fund 1.30% 1.05%
Frost LKCM Multi-Cap Equity Fund 1.60% 1.35%
Frost LKCM Small-Mid Cap Equity Fund 1.80% 1.55%
