THE ADVISORS' INNER CIRCLE FUND II
EXPENSE WAIVER REIMBURSEMENT AGREEMENT
AGREEMENT made this 4th day of May, 2009 between The Advisors' Inner
Circle Fund II, a Massachusetts business trust (the "Trust"), on behalf of the
NorthPointe Funds (the "Funds") and NorthPointe Capital LLC, a corporation (the
"Adviser").
WHEREAS, the Adviser has entered into an investment advisory
agreement with the Trust, dated April 21st, 2009, 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 fees and/or
reimburse expenses as necessary to prevent the total annual operating expense
ratio of each Fund's from exceeding the amounts set forth in Schedule A 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 all or a
portion of its fees and/or reimburse expenses 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 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; and (ii) such reimbursement
would not cause the total operating expenses of the Funds to exceed the Expense
Limit. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date
first above written.
THE ADVISORS' INNER CIRCLE FUND
/s/ Xxxxxx Xxxxx
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By: Xxxxxx Xxxxx
Title: Vice President and Secretary
NORTHPOINTE CAPITAL LLC
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx
Title: COO
SCHEDULE A
TO THE
EXPENSE WAIVER REIMBURSEMENT AGREEMENT
DATED MAY 4, 2009 BETWEEN
THE ADVISORS'INNER CIRCLE FUND II
AND
NORTHPOINTE CAPITAL LLC
NAME OF FUND EXPENSE LIMIT AS A % OF
AVERAGE DAILY NET ASSETS
NorthPointe Micro Cap Equity Fund 1.50%
NorthPointe Small Cap Growth Fund 1.50%
NorthPointe Small Cap Value Fund 1.35%
NorthPointe Value Opportunities Fund 1.35%
