Exhibit 99.e(ii)
AMENDMENT TO
DISTRIBUTION AGREEMENT
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 SWS Financial Services, a Texas corporation, ("Distributor"). The parties
hereby amend the Distribution Agreement dated as of December 31, 1999
("Agreement"), 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, Distributor 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 Distributor; and
WHEREAS, Distributor 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 Distributor, 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)
policies and procedures for reliance on third parties; (v) education
and training (as it relates to Distributor's employees); and (vi)
related recordkeeping requirements, and Distributor accepts such
delegation. Distributor further agrees to cooperate with the Funds'
AML Compliance Officer in the performance of Distributor's
responsibilities under the AML Program.
2. The AML Program. Distributor hereby represents and warrants that
Distributor has received a copy of the Funds' AML Program and
undertakes to perform all responsibilities imposed on Distributor as
a "Service Provider" thereunder. The Funds hereby agree to provide
to Distributor any amendment(s) to the AML Program promptly after
adoption of any such amendment(s) by the Funds.
3. Consent to Examination. Distributor hereby consents to: (a) provide
to federal examination authorities information and records relating
to the AML Program maintained by Distributor; and (b) the inspection
of Distributor by federal examination authorities for purposes of
the AML Program.
4. Anti-Money Laundering Program. Distributor hereby represents and
warrants that Distributor has implemented and enforces an anti-money
laundering program ("AMLP") that complies with laws, regulations and
regulatory guidance applicable to the Funds and Distributor, and
includes, at a minimum:
a. know-your-customer policies;
b. due diligence policies for compliance with the Funds'
policies on foreign accounts;
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. Distributor agrees to furnish to the Funds
the following documents:
a. a copy of Distributor's AMLP as in effect on the date hereof,
and any material amendment thereto promptly after the
adoption of any such amendment;
b. a copy of any deficiency letter sent by federal examination
authorities concerning Distributor's AMLP; and
c. periodically, upon request from the Funds, a report on
Distributor's anti-money laundering program that includes a
certification to the Funds concerning Distributor's
implementation of, and ongoing compliance with, its
anti-money laundering program and a copy of any audit report
prepared with respect to Distributor's anti-money laundering
program.
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6. Reports. Distributor will provide periodic reports concerning
Distributor's compliance with Distributor'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
SWS FINANCIAL SERVICES
By: ________________________________
Name: ______________________________
Title: _____________________________
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