EXHIBIT 99.h(v)
September 24, 2002
Xx. Xxxxxxx X. Xxxxx
President
AMR Investments
0000 Xxxx Xxxxxx Xxxx., XX 0000
Xxxx Xxxxx, XX 00000
Dear Xxxx:
STATE STREET BANK AND TRUST COMPANY (the "Transfer Agent") and the undersigned
entities (the "Funds") are parties to an agreement or agreements (the
"Agreement") under which the Transfer Agent performs certain transfer agency
and/or recordkeeping services for the Funds. In connection with the enactment of
the USA Patriot Act of 2001 and the regulations promulgated thereunder,
(collectively, the "Patriot Act"), the Funds have requested and the Transfer
Agent has agreed to amend the Agreement as of July 24, 2002 in the manner set
forth below:
WHEREAS, the Patriot Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Funds recognize the importance of complying with the Patriot Act
and the Funds have developed and implemented a written anti-money laundering
program, which is designed to satisfy the requirements of the Patriot Act, (the
"Funds' Program");
WHEREAS, the Patriot Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of the fund's anti-money laundering program; and
WHEREAS, the Funds desire to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Funds' Program and the Transfer Agent
desires to accept such delegation.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, pursuant to the terms thereof, as follows:
1. Delegation; Duties
1.1 Subject to the terms and conditions set forth in the Agreement, the
Funds hereby delegate to the Transfer Agent those aspects of the
Funds' Program that are set forth on Exhibit A, attached hereto. The
duties set forth on Exhibit A may be amended, from time to time, by
mutual agreement of the parties upon the execution by both parties
of a revised Exhibit A bearing a later date than the date hereof.
1.2 The Transfer Agent agrees to perform such delegated duties, with
respect to the ownership of shares in the Funds for which the
Transfer Agent maintains the applicable shareholder information,
subject to and in accordance with the terms and conditions of the
Agreement.
2. Consent to Examination
2.1 In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and
acknowledges that the Funds remain responsible for assuring
compliance with the Patriot Act and that the records the Transfer
Agent maintains for the Funds relating to the Funds' Program may be
subject, from time to time, to examination and/or inspection by
federal regulators in order that the regulators may evaluate such
compliance.The Transfer Agent hereby consents to such examination
and/or inspection and agrees to cooperate with such federal
examiners in connection with their review. For purposes of such
examination and/or inspection, the Transfer Agent will use its best
efforts to make available, during normal business hours, all
required records and information for review by such examiners.
3. Delivery of Documents
3.1 Transfer Agent agrees to furnish to the Funds the following
documents:
a. a copy of Transfer Agent's anti-money laundering program
("Transfer Agent's Program") as in effect on the date hereof,
and any material amendment thereto promptly after the adoption
of any such amendment; and
b. a copy of the SAS 70 annually.
4. Reports
4.1 In order for the Funds' Anti-Money Laundering Compliance Officer to
monitor and access the effectiveness of the implementation and
operation of the aspects of the Funds' Program delegated to the
Transfer Agent hereunder, the Transfer Agent will provide periodic
system generated reports at such intervals as may be mutually agreed
to by the parties.
5. Limitation on Delegation
5.1 The Funds acknowledge and agree that in accepting the delegation
hereunder, the Transfer Agent is agreeing to perform only those
aspects of the Funds' Program that have been expressly delegated
hereby and is not undertaking and shall not be responsible for any
other
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aspect of the Funds' Program or for the overall compliance by the
Funds with the Patriot Act. Additionally, the parties acknowledge
and agree that the Transfer Agent shall only be responsible for
performing the delegated duties with respect to the ownership of
shares in the Funds for which the Transfer Agent maintains the
applicable shareholder information.
6. Expenses
6.1 In consideration of the performance of the foregoing duties, the
Funds agree to pay the Transfer Agent for the reasonable
administrative expense. The Funds will be provided 30 days written
notice prior to the implementation of the fees that may be
associated with such additional duties. The terms of the Agreement
shall apply with respect to the payment of such expense in the same
manner and to the same extent as any other expenses incurred under
the Agreement.
7. Miscellaneous
7.1 In all other regards, the terms and provisions of the Agreement
shall continue to apply with full force and effect.
7.2. Each party represents to the other that the execution and delivery
of this Amendment has been duly authorized.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
By: By:
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Name: Name:
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Title: Title:
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WITNESSED BY: AMERICAN AADVANTAGE FUNDS
AMERICAN AADVANTAGE MILEAGE FUNDS
AMERICAN AADVANTAGE SELECT FUNDS
AMR INVESTMENTS ENHANCED YIELD
BUSINESS TRUST
By: By:
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Name: Name:
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Title: Title:
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Exhibit A
Delegated Duties
With respect to the ownership of shares in the Funds for which the Transfer
Agent maintains the applicable shareholder information, the Transfer Agent
shall:
- Follow the Funds' no cash policy; which includes cash equivalent
checks;
- Follow the Funds' third party check policies (which may change from
time to time);
- Submit all financial and non-financial transactions through the
Office of Foreign Assets Control ("OFAC") database and the
Securities and Exchange Commission ("SEC") Control Lists;
- Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance;
- Review wires sent to banking instructions other than those on file;
- Review a shareholder's account for unusual activity when purchases
and redemptions by the shareholder (based on social security number
within the Funds) hit the $100,000 threshold that has been set on
the "Unusual Activity Warning System";
- Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts;
- Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file Form 8300 as necessary; and
- File suspicious activity reports as necessary.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, which necessitates the filing by the Transfer Agent of
a suspicious activity report, a Form 8300 or other similar report or notice to
OFAC or other regulatory agency, then the Transfer Agent shall also immediately
notify the Fund, unless prohibited by applicable law.
STATE STREET BANK AND TRUST AMERICAN AADVANTAGE FUNDS
COMPANY AMERICAN AADVANTAGE MILEAGE FUNDS
AMERICAN AADVANTAGE SELECT FUNDS
AMR INVESTMENTS ENHANCED YIELD
BUSINESS TRUST
By: By:
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Name: Name:
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Title: Title:
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Date:
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