EXHIBIT 99.d(ii)(X)
AMENDMENT TO
AMERICAN AADVANTAGE FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the Investment Advisory Agreement ("Amendment") is
effective as of January 1, 2003 by and between AMR Investment Services, Inc., a
Delaware corporation ("AMRIS"), and Xxxxxx Xxxxxxx Investment Management 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 July 31, 2000 (the "Agreement"), and they desire to
amend this 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 A 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 A 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)."
b. Schedule A of the Agreement is hereby amended and replaced
with Schedule A, dated as of Xxxxxx 0, 0000 (xxxxxxxx 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 January, 2003.
XXXXXX XXXXXXX AMR INVESTMENT SERVICES, INC.
INVESTMENT MANAGEMENT INC.
By: By:
---------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
Address: Address:
1221 Avenue of the Americas 0000 Xxxx Xxxxxx Xxxx., XX 0000
Xxx Xxxx, XX 00000 Ft. Xxxxx, XX 00000
Attn: Xxxxxxxx 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
Xxxxxx Xxxxxxx Investment Management Inc.
AMR Investment Services, Inc. shall pay compensation to Xxxxxx Xxxxxxx
Investment Management Inc. pursuant to section 3 of the Investment Advisory
Agreement between said parties for rendering investment management services with
respect to the Emerging Markets Fund (the "Fund") based on the following
calculation:
(a) 1.10% on the first $100 million in Combined Assets,
0.90% on the next $50 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 Fund's assets over the Combined Assets.
For purposes of the above calculation, the "Combined Assets" shall
include, (i) the assets of the Fund, (ii) the employee benefit plan assets of
American Airlines, Inc., an affiliate of the Manager, managed by the Investment
Manager in Emerging Markets Portfolio(s) pursuant to an Investment Manager
Agreement dated July 31, 2000, and (iii) the assets of the American Airlines,
Inc. Pilots Variable Benefits Trust invested in the Xxxxxx Xxxxxxx Xxxx Xxxxxx
Investment Management Emerging Markets Trust, a commingled trust vehicle
sponsored and managed by the Investment Manager, pursuant to an Adoption
Agreement dated September 30, 1994.
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: as of January 1, 2003
XXXXXX XXXXXXX AMR INVESTMENT SERVICES, INC.
INVESTMENT MANAGEMENT, INC.
By: By:
---------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
