Exhibit 99.(e)(2)
[Form of]
AMENDMENT TO
DISTRIBUTION AGREEMENT
AMENDMENT made as of this 25th day of July 2002, between each of the Trusts
or Corporation listed on Exhibit A (the "Trust") and X.X. Xxxxxx Fund
Distributors, Inc. ("JPMFD" or the "Distributor"), a Delaware corporation having
its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, to
the Distribution Agreement dated September 1, 2001, under which JPMFD serves as
distributor of the Trust (as amended and in effect on the date hereof, the
"Agreement").
WHEREAS, under the Agreement, JPMFD is designated as the Trust's
distributor and performs the distribution services for the Trust that are
enumerated in the Agreement;
WHEREAS, each Series of the Trusts listed on Exhibit A (the "Funds") are
required to and have established anti-money laundering programs pursuant to
Title III of the USA PATRIOT Act for which the Funds' anti-money laundering
compliance officer maintains responsibility for implementation and compliance.
WHEREAS, the Trust is permitted by applicable law to, and wishes to,
delegate certain aspects of its anti-money laundering program to JPMFD in order
to implement more effective anti-money laundering procedures;
NOW, THEREFORE, in consideration of the covenants herein contained, the
Trust and JPMFD hereby agree as follows:
1. Each of the Distributor and the Trust acknowledges that it is a
financial institution subject to the USA Patriot Act of 2001 and the
Bank Secrecy Act (collectively, the "AML Acts"), which require among
other things, that financial institutions adopt compliance programs to
guard against money laundering. Each represents and warrants to the
other that it is in compliance with and will continue to comply with
the AML Acts and applicable regulations in all relevant respects. Each
of the Distributor and the Trust agrees that it will take such further
steps, and cooperate with the other, to facilitate such compliance,
including but not limited to the provision of copies of its written
procedures, policies and controls related thereto ("AML Operations").
Distributor undertakes that it will grant to the Trust, the Trust's
compliance officer and the applicable regulatory agencies, reasonable
access to copies of Distributor's AML Operations, books and records
pertaining to the Trust only. It is expressly understood and agreed
that the Trust and the Trust's compliance officer shall have no access
to any of Distributor's AML Operations, books or records pertaining to
other clients of Distributor not having a relationship with the Trust.
2. JPMFD hereby agrees to comply with all applicable laws and regulations
relating to anti-money laundering and terrorist financing and with the
provisions of the Funds' and JPMFD's anti-money laundering program
designed to guard against money
laundering activities. In connection with this undertaking, JPMFD will
perform on behalf of the Funds an appropriate review of each
third-party distributing shares of the Funds. The Funds agree that
JPMFD will be provided with prior notice of any changes to the Fund's
AML program that materially affects the services to be provided by
JPMFD and that JPMFD will not be bound to such changes with respect to
their obligations in the Fund's AML program without JPMFD's prior
approval, except that such changes will become effective without prior
approval if such changes are required of JPMFD, in its role as Funds'
distributor by applicable laws and regulations.
3. JPMFD hereby represents that where it is directly responsible for
introducing clients' funds into the Funds it will ensure that such
clients are not introduced to the Funds until they have been properly
identified and their details verified in accordance with the latest
money laundering regulations and guidelines and that they will take
all reasonable steps in accordance with such regulations and
guidelines to ensure that such funds do not come from any illicit
activity.
4. In the event JPMFD delegates any of its responsibilities to a third
party or relies on the performance of a third party to perform any
aspect of its anti-money laundering program or any of the
responsibilities that are set forth in paragraph 3 herein or elsewhere
in this amendment to the Agreement, JPMFD agrees that it will be
responsible for the selection of each such third party that is
retained by JPMFD (each a "Third Party") and that it will obtain the
written agreement of such third parties, which provides that such
Third Parties will: (i) comply with applicable laws and regulations
relating to anti-money laundering and terrorist financing; (ii) permit
inspections and allow access to their records by U.S. authorities; and
(iii) provide evidence and retain records relating to its review.
5. JPMFD also agrees that it will maintain sufficient oversight and
conduct proper due diligence investigations, as required by applicable
law, of any such Third Party, on its own behalf and on behalf of the
Funds, in order to reasonably assure that its performance is
consistent with its representations under this amendment to the
Agreement.
6. JPMFD confirms that it promptly will supply the Funds with a copy of
(i) its anti-money laundering policy and procedures, (ii) the most
recent audit report and any further audit reports regarding such
policy and procedures as it relates to the Funds, and (iii) such other
certifications and representations regarding such policy and
procedures as the Trust may from time to time reasonably request. The
Funds confirm that they will supply JPMFD with a copy of the Fund's
anti-money laundering program and will provide JPMFD with any changes
thereto, as set forth in section 2 above.
7. JPMFD also confirms that, on reasonable request, it will promptly
supply the Trust with evidence of the work that it has carried out to
fulfill its responsibilities described in the preceding paragraphs.
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EXHIBIT A
TRUSTS/CORPORATION
X.X. XXXXXX FUNDS - MA Trust
X.X. XXXXXX INSTITUTIONAL FUNDS - MA Trust
X.X. XXXXXX SERIES TRUST - MA Trust
X.X. XXXXXX SERIES TRUST II - DE Trust
XXXXXXX MUTUAL FUND GROUP - MD Corporation
MUTUAL FUND GROUP - MA Trust
MUTUAL FUND TRUST - MA Trust
MUTUAL FUND SELECT GROUP - MA Trust
MUTUAL FUND SELECT TRUST - MA Trust
MUTUAL FUND INVESTMENT TRUST - MA Trust
MUTUAL FUND VARIABLE ANNUITY TRUST - MA Trust
X.X. XXXXXX XXXXXXX SERIES TRUST - MA Trust
X.X. XXXXXX MUTUAL FUND SERIES - MA Trust
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers as of the day and year first above written.
X.X. XXXXXX FUNDS
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. XXXXXX SERIES TRUST
X.X. XXXXXX SERIES TRUST II
MUTUAL FUND GROUP
MUTUAL FUND TRUST
MUTUAL FUND SELECT GROUP
MUTUAL FUND SELECT TRUST
MUTUAL FUND INVESTMENT TRUST
MUTUAL FUND VARIABLE ANNUITY TRUST
X.X. XXXXXX XXXXXXX SERIES TRUST
X.X. XXXXXX MUTUAL FUND SERIES
XXXXXXX MUTUAL FUND GROUP
By:
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Name:
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ATTEST: Title:
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X.X. XXXXXX FUND DITRIBUTORS, INC.
By:
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Name:
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ATTEST: Title:
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