THE ADVISORS' INNER CIRCLE FUND II
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Amendment, dated as of September 1, 2010, to the Transfer Agency and Service
Agreement (the "Agreement"), dated as of May 31, 2000 and amended May 31, 2002,
by and between The Advisors' Inner Circle Fund II (formerly, The Arbor Fund), a
Massachusetts business trust (the "Trust") and Xxxxxxx Bank, a state chartered
bank.
WHEREAS:
1. The parties have agreed to amend the Agreement on the terms and subject
to the conditions provided herein; and
2. The parties have agreed to revise the Service Responsibility Schedule to
the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, the parties hereto agree as follows:
1. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE BANK. The following is
added to Article 3 of the Agreement:
3.6 The Bank represents and warrants that it has adopted and
implemented procedures to safeguard customer information and
records that are reasonably designed to: (i) ensure the security
and confidentiality of customer records and information; (ii)
protect against any anticipated threats or hazards to the
security or integrity of customer records and information; (iii)
protect against unauthorized access to or use of customer records
or information that could result in substantial harm or
inconvenience to any customer; (iv) protect against unauthorized
disclosure of non-public information to unaffiliated third
parties; (v) provide back-up copies of customer information and
records and recovery or continuation of technology infrastructure
in the event of a natural or human-induced disaster; and (vi)
otherwise ensure that you are in compliance with all applicable
privacy laws, rules and regulations, including but not limited
to, the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations
promulgated thereunder.
3.7 The Bank represents and warrants that it has adopted and
implemented an Identity Theft Prevention Program (the "Program")
designed to detect, prevent and mitigate identity theft in
connection with the opening of or any existing covered account.
The Program includes: (i) polices and procedures designed to
identify red flags and incorporate them into the Program; (ii)
controls and procedures designed to detect and respond to red
flags; and (iii) a requirement to periodically update the Program
as deemed appropriate due to relevant changes in the law, methods
of identity theft and/or changes to the Bank's business. The Bank
provides continued administration of the Program including: (i)
approval of the written Program from the Board; (ii) oversight of
the Program by the Privacy Officer; and (iii) ongoing employee
training with respect to identity theft and the Program
requirements.
2. SERVICE RESPONSIBILITY SCHEDULE. The Service Responsibility Schedule to
the Agreement is deleted and replaced in its entirety with the attached revised
Service Responsibility Schedule.
3. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Agreement and its
amendments shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first above written.
THE ADVISORS' INNER CIRCLE FUND II XXXXXXX BANK
BY: /s/ Xxxxxx X. Xxxxx BY: /s/ Xxxxx X. Xxxxxxxx, Xx.
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NAME: Xxxxxx X. Xxxxx NAME: Xxxxx X. Xxxxxxxx, Xx.
TITLE: Vice President and Secretary TITLE: VP
