EXHIBIT 99.d(ii)(AA)
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 Xxxxxxxxx Investment Counsel, LLC (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 (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).
The Adviser agrees that the fee charged to the Manager will be no
more than that charged for any other client of similar size
regardless of type except that the Adviser's clients before
November 1, 1995 are excluded from this provision. Furthermore, the
Adviser agrees to notify the Manager on a timely basis of any fee
schedule it enters into with any other client of similar size which
is lower than the fee paid by the Manager."
b. Schedule A of the Agreement is hereby amended and replaced with
Schedule A, dated as of January 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 January, 2003.
XXXXXXXXX INVESTMENT COUNSEL, LLC AMR INVESTMENT SERVICES, INC.
By: By:
---------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
Address: Address:
000 Xxxx Xxxxxxx Xxxx., Xxxxx 0000 4151 Xxxx Xxxxxx Blvd., MD 2450
Xxxx Xxxxxxxxxx, 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
Xxxxxxxxx Investment Counsel, LLC
AMR Investment Services, Inc. shall pay compensation to Xxxxxxxxx
Investment Counsel, LLC pursuant to section 3 of the Investment Advisory
Agreement between said parties in accordance with the following annual
percentage rates:
0.50% per annum on the first $100 million
0.35% per annum on the next $50 million
0.30% per annum on the next $250 million
0.25% per annum on the excess over $400 million.
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 managed by the Investment Manager on behalf of American
Airlines, Inc. and its affiliates.
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
XXXXXXXXX INVESTMENT COUNSEL, LLC AMR INVESTMENT SERVICES, INC.
By: By:
----------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President