EXHIBIT 99.(d)(i)(BB)
AMENDMENT
TO
INVESTMENT ADVISORY AGREEMENT
This AMENDMENT, dated as of January 13 , 2003 (the "Amendment"), is
entered into by and among Lazard Freres & Co. LLC, a New York limited liability
company ("LF&Co."), Lazard Asset Management LLC, a Delaware limited liability
company ("XXX") and AMR Investment Services Inc., a Delaware Corporation
("Client").
WHEREAS, LF&Co. and Client are parties to an Investment Management
Agreement, dated March 1, 1999 (the "Agreement"), pursuant to which LF&Co.,
through its asset management division, agreed to provide investment management
services to Client, and in consideration thereof, Client agreed to pay certain
fees to LF&Co. in accordance with the terms of the Agreement;
WHEREAS, on January 13, 2003, LF&Co. contributed its asset management
business to XXX, and XXX assumed its investment management responsibilities
under the Agreement;
WHEREAS, in connection with the contribution, the parties desire to
amend the Agreement to assign, transfer and convey to XXX all of LF&Co.'s
rights, duties, liabilities and obligations under the Agreement (the
"Assignment"); and
WHEREAS, Client desires to consent to the Assignment, to release LF&Co.
from all rights, duties, liabilities and obligations under the Agreement and to
amend the Agreement to reflect this change;
NOW, THEREFORE, XXX, LF&Co. and Client, in consideration of the
premises, covenants and agreements contained herein, do hereby agree,
notwithstanding anything to the contrary in the Agreement, as follows:
1. Assignment. Effective as of the date hereof, LF&Co. hereby assigns,
transfers and conveys to XXX, and XXX hereby accepts, assumes and agrees to
perform, all of LF&Co.'s rights, duties, liabilities and obligations under the
Agreement.
2. Amendment and Consent. The parties hereto desire to replace all
references in the Agreement to "Lazard Freres & Co. LLC" or to "Lazard Asset
Management, a division of Lazard Freres &Co. LLC" with "Lazard Asset Management
LLC." In connection therewith, Client hereby irrevocably consents to the
Assignment and the Amendment and waives all objections thereto, and hereby
irrevocably releases and discharges in full LF&Co. and their respective
successors, assigns, affiliates, subsidiaries, members, joint ventures,
directors, officers, employees and agents (other than XXX), effective as of
January 13, 2003, from all of its duties, liabilities and obligations under the
Agreement and from any and all causes of actions, claims, rights, suits,
liability, demands, obligations, costs, expenses, losses, liens and warranties,
of every kind and nature whatsoever, whether known or unknown, express or
implied, suspected or unsuspected, actual or potential, contingent or fixes,
liquidated or unliquidated, arising under the Agreement after this date.
3. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of New York, without giving effect to the
choice of law principles thereof, and each of the parties hereto submits to the
non-exclusive jurisdiction of the courts of the State of New York.
4. Severability. If any provision of this Amendment or the application
of any such provision to any person or circumstance shall be held invalid,
illegal or unenforcable in any respect by a court of competent jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof.
5. Counterpart. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above.
LAZARD FRERES & CO. LLC
By:
---------------------------------
Name:
Title:
LAZARD ASSET MANAGEMENT LLC
By:
---------------------------------
Name:
Title:
AMR INVESTMENT SERVICES , INC.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
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