EXHIBIT 99.(d)(ii)(CC)
AMERICAN AADVANTAGE FUNDS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 30th day of June, 2004 by and between AMR Investment
Services, Inc., a Delaware Corporation (the "Manager"), and Xxxxx Brothers
Xxxxxxxx & Co. (the "Adviser");
WHEREAS, American AAdvantage Funds (the "Trust"), a Massachusetts Business
Trust, is an open-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended, consisting of several
series (portfolios) of shares, each having its own investment policies; and
WHEREAS, the Trust has retained the Manager to provide the Trust with
business and asset management services, subject to the control of the Board of
Trustees;
WHEREAS, the Trust's agreement with the Manager permits the Manager to
delegate to other parties certain of its asset management responsibilities; and
WHEREAS, the Manager desires to retain the Adviser to render investment
management services to the Trust with respect to certain of its investment
portfolios and such other investment portfolios as the Trust and the Adviser may
agree upon and so specify in the Schedule(s) attached hereto (collectively the
"Portfolios") and as described in the Trust's registration statement on Form
N-1A as amended from time to time, and the Adviser is willing to render such
services;
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. Duties of the Adviser. The Manager employs the Adviser to manage the
investment and reinvestment of such portion, if any, of the Portfolios' assets
as is designated by the Manager from time to time, and, with respect to such
assets, to continuously review, supervise, and administer the investment program
of the Portfolios, to determine in the Adviser's discretion the securities to be
purchased or sold, to provide the Manager and the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Manager and to the Trust's officers and Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the Manager's
oversight and the control of the officers and the Trustees of the Trust and in
compliance with such policies as the Trustees may from time to time establish,
and in compliance with the objectives, policies, and limitations for each such
Portfolio set forth in the Trust's current registration statement as amended
from time to time and applicable laws and regulations. The Adviser accepts such
employment and agrees to render the services for the compensation specified
herein and to provide at its own expense the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein. (With respect to any of the Portfolio
assets allocated for management by the Adviser, the Adviser can request that the
Manager make the investment
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decisions with respect to that portion of assets which the Adviser deems should
be invested in short-term money market instruments. The Manager agrees to
provide this service.) The Manager will instruct the Trust's Custodian(s) to
hold and/or transfer the Portfolios' assets in accordance with Proper
Instructions received from the Adviser. (For this purpose, the term "Proper
Instructions" shall have the meaning(s) specified in the applicable agreement(s)
between the Trust and its custodian(s).) The Adviser will not be responsible for
the cost of securities or brokerage commissions or any other Trust expenses
except as specified in this Agreement.
2. Portfolio Transactions. The Adviser is authorized to select the brokers
or dealers (including, to the extent permitted by law and applicable Trust
guidelines, the Adviser or any of its affiliates) that will execute the
purchases and sales of portfolio securities for the Portfolios and is directed
to use its best efforts to obtain the best net results with respect to brokers'
commissions and discounts as described in the Trust's current registration
statement as amended from time to time. In selecting brokers or dealers, the
Adviser may give consideration to factors other than price, including, but not
limited to, research services and market information. Any such services or
information which the Adviser receives in connection with activities for the
Trust may also be used for the benefit of other clients and customers of the
Adviser or any of its affiliates. The Adviser will promptly communicate to the
Manager and to the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Manager shall pay
to the Adviser compensation at the rate specified in Schedule(s) attached hereto
and made a part of this Agreement. Such compensation shall be paid to the
Adviser quarterly in arrears, and shall be calculated by applying the annual
percentage rate(s) as specified in the attached Schedule(s) to the average daily
assets of the specified Portfolios during the relevant quarter. Solely for the
purpose of calculating the applicable annual percentage rates specified in the
attached Schedule(s), there shall be included such other assets as are specified
in said Schedule(s).
The Adviser agrees: (1) that the blended fee in basis points charged to
the Trust will not exceed the blended fee in basis points charged to an account
of the same or smaller size; and (2) that the actual annual dollar fee paid by
any other client of the same or larger size for whom the Adviser provides
investment advisory services will not be less than the actual annual dollar fee
paid by the Trust. In the event that the fee charged to the Trust exceeds the
fee charged to an account described in (1) or (2) above, the fee charged to the
Trust shall automatically be reduced to match the fee charged to such other
account from the time such fee is charged to such other account.
4. Other Services. At the request of the Trust or the Manager, the Adviser
in its discretion may make available to the Trust office facilities, equipment,
personnel, and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the
Trust or the Manager at a price to be agreed upon by the Adviser and the Trust
or the Manager.
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5. Reports. The Manager (on behalf of the Trust) and the Adviser agree to
furnish to each other, if applicable, current prospectuses, proxy statements,
reports to shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may reasonably
request.
6. Status of Adviser. The services of the Adviser to the Trust are not to
be deemed exclusive, and the Adviser and its partners, officers, employees and
affiliates shall be free to render similar services to others so long as its
services to the Trust are not impaired thereby. The Adviser shall be deemed to
be an independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Manager or the Trust
in any way or otherwise be deemed an agent to the Manager of the Trust.
7. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by the Adviser
on behalf of the Manager or the Trust are the property of the Manager or the
Trust and will be surrendered promptly to the Manager or Trust on request.
8. Liability of Adviser. No provision of this Agreement shall be deemed to
protect the Adviser against any liability to the Trust or its shareholders to
which it might otherwise be subject by reason of any willful misfeasance, bad
faith, or gross negligence in the performance of its duties or the reckless
disregard of its obligations under this Agreement.
9. Permissible Interests. To the extent permitted by law, Trustees,
agents, and shareholders of the Trust are or may be interested in the Adviser
(or any successor thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of the
Adviser are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor thereof) is or may be interested in
the Trust as a shareholder or otherwise; provided that all such interests shall
be fully disclosed between the parties on an ongoing basis and in the Trust's
registration statement as required by law.
10. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue for two years after its initial approval as to
each Portfolio and thereafter for periods of one year for so long as such
continuance thereafter is specifically approved at least annually (a) by the
vote of a majority of those Trustees of the Trust who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Trustees of
the Trust or by vote of a majority of the outstanding voting securities of each
Portfolio; provided, however, that if the shareholders of any Portfolio fail to
approve the Agreement as provided herein, the Adviser may continue to serve
hereunder in the manner and to the extent permitted by the Investment Company
Act of 1940 and rules thereunder. The foregoing requirement that continuance of
this Agreement be "specifically approved at least annually" shall be construed
in a manner consistent with the Investment Company Act of 1940 and the rules and
regulations thereunder. This Agreement may be terminated as to any Portfolio at
any time, without the payment of any penalty, by the Manager, by vote of a
majority of the Trustees of the Trust or by vote of a majority of the
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outstanding voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any time
without the payment of any penalty, on 60 days written notice to the Trust. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at the primary office of
such party, unless such party has previously designated another address.
As used in this Section 10, the terms "assignment", "interested persons",
and a "vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the Investment Company Act of 1940 and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
11. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given that
this instrument is not binding upon any of the Trustees, officers, or
shareholders of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
XXXXX BROTHERS XXXXXXXX & CO. AMR INVESTMENT SERVICES, INC.
By __________________________ By __________________________
Its _________________________ Its _________________________
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Schedule A
to the
American AAdvantage Funds
Investment Advisory Agreement
between
AMR Investment Services, Inc.
and
Xxxxx Brothers Xxxxxxxx & Co.
AMR Investment Services, Inc. ("AMRIS") shall pay compensation to Xxxxx
Brothers Xxxxxxxx & Co. ("BBH") pursuant to section 3 of the Investment Advisory
Agreement between said parties in accordance with the following annual
percentage rates for all Treasury Inflation Protected Securities assets under
BBH's management:
0.15% per annum on the first $100 million
0.10% per annum on the next $400 million
0.05% per annum on the excess over $500 million
If the management of the accounts commences or terminates at any time
other than the beginning or end of a calendar quarter, the fee shall be prorated
based on the portion of such calendar quarter during which the Agreement was in
force.
Dated: as of June 30, 2004
XXXXX BROTHERS XXXXXXXX & CO. AMR INVESTMENT SERVICES, INC.
By: _______________________ By: _________________________________
Name: Xxxxxxx X. Xxxxx
Title: President
