EXHIBIT 99.d(ii)(AA)
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
(AMERICAN AADVANTAGE FUNDS)
This Amendment to Investment Advisory Agreement (the "Agreement") is
made and entered into as of September 1, 2003, between AMR Investment Services,
Inc. (the "Manager") and Xxxxxx Xxxxxxx Investment Management Inc. (formerly,
Xxxxxx Xxxxxxx Xxxx Xxxxxx Investment Management Inc.) (the "Adviser").
W I T N E S S E T H
WHEREAS, MSIM currently serves as investment sub-adviser to the
Emerging Markets Fund of the American AAdvantage Funds, pursuant to an
Investment Advisory Agreement dated July 31, 2000, as may be amended thereafter
(the "IA Agreement"); and
WHEREAS, the Manager and the Adviser wish to amend the fee schedule set
forth in Schedule A to the IA Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. Schedule A to the IA Agreement is hereby deleted and replaced
in its entirety with the attached revised Schedule A, and all references in the
IA Agreement to Schedule A shall be deemed to refer to the attached Schedule A.
2. Except as provided herein, the IA Agreement shall remain in
full force and effect. This Amendment and the IA Agreement, as amended,
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the
IA Agreement, the terms of this Amendment shall control.
3. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument, and shall be
binding upon the parties and their respective successors and assigns.
4. This Amendment shall be effective as of the date written
above.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
AMR INVESTMENT SERVICES, INC. XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
By: ____________________________ By: __________________________
Name: __________________________ Name: ________________________
Title: _________________________ Title: _______________________
Schedule A to the
American AAdvantage Funds
Investment Advisory Agreement
between
AMR Investment Services, Inc.
and
Xxxxxx Xxxxxxx Investment Management Inc.
AMR Investment Services, Inc. shall pay compensation to Xxxxxx Xxxxxxx
Investment Management Inc. (the "Adviser") pursuant to section 3 of the
Investment Advisory Agreement between said parties for rendering investment
sub-advisory services with respect to the Emerging Markets Fund (the
"Portfolio") of the American AAdvantage Funds based on the following
calculation:
(a) 1.10% on the first $10 million in Combined Assets,
0.90% on the next $140 million in Combined Assets,
0.80% on the next $50 million in Combined Assets, plus
0.70% on Combined Assets above $200 million,
multiplied by
(b) the ratio of the Portfolio's Assets over the Combined Assets
For purpose of the above calculation, the "Combined Assets" shall
include: (i) the assets of the Portfolio, (ii) the assets of the American
Airlines, Inc. Master Fixed Benefits Pension Trust invested in the Xxxxxx
Xxxxxxx Investment Management Emerging Markets Trust, a commingled trust vehicle
sponsored and managed by the Adviser (the "EM Pooled Trust"), pursuant to an
Adoption Agreement dated January 10, 2003, as may be amended thereafter, and
(iii) the assets of the American Airlines, Inc. Pilots Variable Benefits Trust
invested in the EM Pooled Trust, pursuant to an Adoption Agreement dated January
10, 2003, as may be amended thereafter.
In calculating the amount of assets under management solely for the
purpose of determining the applicable percentage rate, there shall be included
all other assets or trust assets of American Airlines, Inc. also under
management by the Investment Manager.
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: September 1, 2003
