Exhibit 99.h(v)
AMENDMENT TO
TRANSFER AGENCY AND SERVICE AGREEMENTS
BETWEEN
AMERICAN AADVANTAGE FUNDS
AMERICAN AADVANTAGE MILEAGE FUNDS
AMERICAN AADVANTAGE SELECT FUNDS
AMR INVESTMENT SERVICES TRUST
AND
STATE STREET BANK AND TRUST COMPANY
This Amendment ("Amendment") is made as of July 24, 2002 between
American AAdvantage Funds, American AAdvantage Mileage Funds and American
AAdvantage Select Funds, each an open-end investment management company
registered under the Investment Company Act of 1940 (collectively, the "Funds"),
and State Street Bank and Trust Company, a Massachusetts trust company,
("Transfer Agent"). The parties hereby amend the Transfer Agency and Service
Agreements dated as of January 1, 1998 ("Agreements"), as set forth below.
Unless otherwise provided, capitalized terms used herein shall have the same
meanings given to such terms in the Agreement.
WHEREAS, the Bank Secrecy Act, as amended by the USA PATRIOT Act,
requires the Funds to develop and implement and institute an anti-money
laundering program ("AML Program"); and
WHEREAS, the Fund have adopted the AML Program set forth in Schedule 1
hereto; and
WHEREAS, Transfer Agent processes investor account applications,
approves and qualifies prospective investors, accepts investor funds, and/or
services investor accounts; and
WHEREAS, the Funds wish to delegate certain aspects of the
implementation and operation of the Funds' AML Program to Transfer Agent; and
WHEREAS, Transfer Agent desires to accept such delegation.
NOW THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties agree as follows:
1. Delegation. The Funds hereby delegate to Transfer Agent, as agent
for the Funds, responsibility for the implementation and operation
of the following policies and procedures in connection with the
Funds' AML Program: (i) no cash policy; (ii) policy on foreign
accounts; (iii) customer identification program and risk assessment;
(iv) procedures and policies for reliance on third parties; (v)
education and training (as it relates to Transfer Agent's
employees); and (vi) related recordkeeping requirements, and
Transfer Agent accepts such delegation. Transfer Agent further
agrees to cooperate with the Funds' AML Compliance Officer in the
performance of Transfer Agent's responsibilities under the AML
Program.
2. The AML Program. Transfer Agent hereby represents and warrants that
Transfer Agent has received a copy of the Funds' AML Program and
undertakes to perform all responsibilities imposed on Transfer Agent
as a "Service Provider" thereunder. The Funds hereby agree to
provide to Transfer Agent any amendment(s) to the AML Program
promptly after adoption of any such amendment(s) by the Funds.
3. Consent to Examination. Transfer Agent hereby consents to: (a)
provide to federal examination authorities information and records
relating to the AML Program maintained by Transfer Agent; and (b)
the inspection of Transfer Agent by federal examination authorities
for purposes of the AML Program.
4. Anti-Money Laundering Program. Transfer Agent hereby represents and
warrants that Transfer Agent has implemented and enforces an
anti-money laundering program ("AMLP") that complies with laws,
regulations and regulatory guidance applicable to the Funds and
Transfer Agent, and includes, at a minimum:
a. know-your-customer policies;
b. due diligence policies for correspondent accounts for foreign
financial institutions and for private banking accounts for
non-U.S. persons;
c. reasonable internal procedures and controls to detect and
report suspicious activities;
d. monitoring accounts and identifying high-risk accounts;
e. a compliance officer or committee with responsibility for the
anti-money laundering program;
f. employee training, including that: (i) new employees receive
AML training upon the commencement of their employment; and
(ii) existing employees receive AML training at the time such
employees assume duties that bring them into contact with
possible money laundering activities;
g. an independent audit function; and
h. recordkeeping requirements.
5. Delivery of Documents. Transfer Agent agrees to furnish to the Funds
the following documents:
a. a copy of Transfer Agent's AMLP as in effect on the date
hereof, and any material amendment thereto promptly after the
adoption of any such amendment;
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b. a copy of any deficiency letter sent by federal examination
authorities concerning Transfer Agent's AMLP; and
c. no less frequently than annually, a report on Transfer
Agent's anti-money laundering program that includes a
certification to the Funds concerning Transfer Agent's
implementation of, and ongoing compliance with, its
anti-money laundering program and a copy of any audit report
prepared with respect to Transfer Agent's anti-money
laundering program.
6. Reports. Transfer Agent will provide periodic reports concerning
Transfer Agent's compliance with Transfer Agent's AMLP and/or the
Funds' AML Program at such times as may be reasonably requested by
to the Funds' Board of Trustees or Anti-Money Laundering Compliance
Officer.
7. Miscellaneous. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Except
as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
fully executed as of the day and year first written above.
AMERICAN AADVANTAGE FUNDS
AMERICAN AADVANTAGE MILEAGE FUNDS
AMERICAN AADVANTAGE SELECT FUNDS
AMR INVESTMENT SERVICES TRUST
By: _________________________________
Xxxxxxx X. Xxxxx
President
STATE STREET BANK AND TRUST COMPANY
By: _________________________________
Name: _______________________________
Title: ______________________________
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