EXHIBIT 99.d(ii)(Z)
AMENDMENT TO
AMERICAN AADVANTAGE FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the Investment Advisory Agreement ("Amendment") is
effective as of September 1, 2003 by and between AMR Investment Services, Inc.,
a Delaware corporation ("AMRIS"), and Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc.
(the "Investment Manager"), a registered investment adviser under the Investment
Advisers Act of 1940, as amended.
Whereas, AMRIS and the Investment Manager entered into an Investment
Advisory Agreement dated November 1, 1995, as subsequently amended on January 1,
2003 (the "Agreement"), and they desire to further amend the Agreement as
provided herein;
Now therefore, in consideration of the mutual covenants and promises set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Amendment.
a. Section 3 of the Agreement is hereby deleted and replaced with the
following:
"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 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 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, there shall be included such other assets as are
specified in said Schedule.
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."
b. Schedule A of the Agreement is hereby amended and replaced with
Schedule A, dated as of September 1, 2003 (attached hereto).
2. Ratification and Confirmation of Agreement. Except as specifically set
forth herein, the Agreement is hereby ratified and confirmed in all
respects and shall remain in full force and effect.
3. Counterparts. This amendment may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to
be effective as of the 1st day of September, 2003.
BARROW, HANLEY, AMR INVESTMENT SERVICES, INC.
XXXXXXXXX & XXXXXXX, INC.
By: ______________________________ By:_____________________________
Name: Xxxxxxx X. Xxxxx
Title: President
Address: Address:
0000 XxXxxxxx Xxxxxx, 15th Floor 0000 Xxxx Xxxxxx Xxxx., XX 0000
Xxxxxx, XX 00000 Ft. Xxxxx, XX 00000
Attn: Xxxxx Xxxxx Attn: Xxxxxxx X. Xxxxx
Fax: (000) 000-0000 Fax: (000) 000-0000
2
Schedule A
to the
American AAdvantage Funds
Investment Advisory Agreement
between
AMR Investment Services, Inc.
and
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc.
AMR Investment Services, Inc. ("AMRIS") shall pay compensation to
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc. ("Xxxxxx") pursuant to section 3 of
the Investment Advisory Agreement between said parties in accordance with the
following annual percentage rates for all Balanced and Large Cap Value assets
under Xxxxxx'x management:
0.30% per annum on the first $200 million
0.20% per annum on the next $300 million
0.15% per annum on the next $500 million
0.125% per annum on the excess over $1 billion.
In calculating the amount of Balanced and Large Cap Value 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 (except assets managed by
the Investment Manager under the HALO Bond Program).
AMRIS shall pay compensation to Xxxxxx pursuant to section 3 of the
Investment Advisory Agreement between said parties in accordance with the
following annual percentage rates for all Small Cap Value assets under Xxxxxx'x
management:
0.45% per annum on the first $200 million
0.35% per annum on the next $200 million
0.25% per annum on the excess over $400 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 September 1, 2003
BARROW, HANLEY, AMR INVESTMENT SERVICES, INC.
XXXXXXXXX & XXXXXXX, INC.
By:_________________________________ By:______________________________
Name: Xxxxxxx X. Xxxxx
Title: President
