THE ADVISORS' INNER CIRCLE FUND II
SMARTGROWTH FUNDS
EXPENSE WAIVER REIMBURSEMENT AGREEMENT
AGREEMENT made this 1st day of June, 2007 between The Advisors' Inner
Circle Fund II, a Massachusetts business trust (the "Trust"), on behalf of the
SmartGrowth ETF Lipper(R) Optimal Conservative Index Fund, the SmartGrowth ETF
Lipper(R) Optimal Moderate Index Fund and the SmartGrowth ETF Lipper(R) Optimal
Growth Index Fund Company Fund (each a "Fund," and collectively, the "Funds")
and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Asset Management, Inc., a New Jersey corporation ("▇▇▇▇▇▇▇ &
▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has entered into an investment advisory
agreement with the Trust, dated June 7, 2007, pursuant to which ▇▇▇▇▇▇▇ & ▇▇▇▇▇
provides investment advisory services to the Funds, and for which it is
compensated based on the average daily net assets of each Fund; and
WHEREAS, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ has, since the Funds' inception, agreed to
voluntarily waive fees and/or reimburse expenses as necessary to prevent the
total annual operating expense ratio of the Funds' Class A shares from exceeding
1.50%, excluding interest, taxes, brokerage commissions, Acquired Fund Fees and
Expenses and certain non-routine expenses (each an"Expense Limit"):
WHEREAS, the Funds have previously agreed, subject to the approval by
the Trust's Board of Trustees, to reimburse ▇▇▇▇▇▇▇ & ▇▇▇▇▇ for any of their
prior fee waivers and/or expense reimbursements up to the Expense Limit during
the three-year period following the Funds' commencement of operations on May 21,
2007;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE WAIVERS AND REIMBURSEMENT. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ agrees to reduce all or a
portion of their fees and/or reimburse expenses of Class A shares of the Funds
(to the extent permitted by the Internal Revenue Code of 1986, as amended) to
the extent necessary to maintain each Fund's Expense Limit. ▇▇▇▇▇▇▇ & Walsh's
obligations pursuant to this paragraph are voluntary in nature and ▇▇▇▇▇▇▇ &
▇▇▇▇▇ reserves the right, at its sole discretion, to modify or eliminate each
Expense Limit, subject to its provision of prior notice to the Trust's Board of
Trustees.
2. DUTY OF FUNDS TO REIMBURSE FEES AND EXPENSES. Subject to approval by the
Trust's Board of Trustees, the Funds agree to reimburse ▇▇▇▇▇▇▇ & ▇▇▇▇▇ any fees
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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇; and (ii) such reimbursement would
not cause the total operating expenses of a Fund to exceed its Expense Limit.
The Board of Trustees shall review quarterly any reimbursements paid to ▇▇▇▇▇▇▇
& ▇▇▇▇▇ 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 II
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
▇▇▇▇▇▇▇ &WALSH ASSET MANAGEMENT, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: CFO
