0001398344-21-006517 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 15th, 2021 • Advisors' Inner Circle Fund II • Delaware

INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made as of this 1st day of December, 2020, by and between The Advisors’ Inner Circle Fund II (the “Trust”), a Massachusetts voluntary association (commonly known as a business trust) registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), Sprucegrove Investment Management Ltd. (the “Adviser”), a Canadian corporation, with the Adviser’s principal place of business at 181 University Avenue, Suite 1300, Toronto, ON, M5H 3M7, Canada.

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AMENDMENT TO THE CUSTODIAN AGREEMENT BETWEEN THE ADVISORS' INNER CIRCLE FUND II AND BROWN BROTHERS HARRIMAN & CO. DATED NOVEMBER 25, 2014, AS AMENDED
Custodian Agreement • March 15th, 2021 • Advisors' Inner Circle Fund II

THIS AMENDMENT to the custodian agreement between Advisors' Inner Circle Fund II (the "Trust"), acting on behalf of one or more of its series listed in Schedule 1 attached thereto and Brown Brothers Harriman & Co. ("BBH&Co." or the "Custodian") dated November 25, 2014, as amended (the "Agreement") is made as of December 1, 2020 (the "Amendment").

SCHEDULE A MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
Maximum Annual Operating Expense Limits • March 15th, 2021 • Advisors' Inner Circle Fund II
SCHEDULE A to the INVESTMENT ADVISORY AGREEMENT, dated December 1, 2020, between THE ADVISORS’ INNER CIRCLE FUND II and SPRUCEGROVE INVESTMENT MANAGEMENT LTD.
Investment Advisory Agreement • March 15th, 2021 • Advisors' Inner Circle Fund II

The Trust shall 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 each of the Funds in accordance with the following fee schedule:

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 15th, 2021 • Advisors' Inner Circle Fund II • Delaware

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of December 1, 2020 by and between Sprucegrove Investment Management Ltd. (the “Adviser”) and The Advisors’ Inner Circle Fund II (the “Trust”) (the “Agreement”), on behalf of the Sprucegrove International Equity Fund, a series of the Trust, as set forth in Schedule A, attached hereto (the “Fund”).

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