EXHIBIT 99.d(ii)(ss)
AMENDMENT TO
AMERICAN AADVANTAGE FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the Investment Advisory Agreement ("Amendment") is
effective as of February 9, 2004 by and between AMR Investment Services, Inc., a
Delaware corporation (the "Manager"), and Lazard Asset Management LLC (the
"Adviser"), a registered investment adviser under the Investment Advisers Act of
1940, as amended.
Whereas, the Manager and the Adviser entered into an Investment Advisory
Agreement dated March 1, 1999, as subsequently amended on January 1, 2003 and
January 13, 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.
Section 2 of the Agreement is hereby deleted and replaced with the
following:
"2. Portfolio Transactions. The Adviser is authorized to
select the brokers or dealers (including, to the extent permitted by
law and applicable Trust guidelines, the Adviser or any of its
affiliates) that will execute the purchases and sales of portfolio
securities for the Portfolios and is directed to use its best
efforts to obtain the best net results with respect to brokers'
commissions and discounts as described in the Trust's current
registration statement as amended from time to time. In selecting
brokers or dealers, the Adviser may give consideration to factors
other than price, including, but not limited to, research services
and market information. Any such services or information which the
Adviser receives in connection with activities for the Trust may
also be used for the benefit of other clients and customers of the
Adviser or any of its affiliates. The Adviser will promptly
communicate to the Manager and to the officers and the Trustees of
the Trust such information relating to portfolio transactions as
they may reasonably request. The Adviser shall not, without the
prior approval of the Manager, effect any transactions which would
cause the portion of the Portfolio's assets designated to the
Adviser to be out of compliance with any restrictions or policies of
the Portfolio established by the Manager or set forth in the
Portfolio's registration statement. The Adviser shall not consult
with any other investment sub-adviser of the Portfolio concerning
transactions for the Portfolio in securities or other assets."
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, in the event it subsequently enters
into an agreement with a client (1) pursuant to which it manages an
amount of assets for the entire client relationship equal to or less
than the assets of the account, (2) the client relationship is for a
corporate pension client with respect to a substantially similar
investment management mandate and (3) the client relationship is not
pursuant to a subadvisory, wrap fee or similar arrangement or an
individual or entity with a relationship to the Adviser or one of
its members or employees, and, pursuant to which it charges a fee
rate that produces a lower fee at the same level of assets held in
the account, Lazard will reduce the fee payable with respect to that
account to the lower fee rate. In the event that the lower fee rate
charged to the other client is subsequently increased, the fee
payable with respect to the account shall be similarly increased,
but not above the amount set forth in Schedule A."
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 9th day of February, 2004.
LAZARD ASSET MANAGEMENT LLC AMR INVESTMENT SERVICES, INC.
By: ______________________________ By: ______________________________
Name: Xxxxxxx X. Xxxxx
Title: President
Address: Address:
00 Xxxxxxxxxxx Xxxxx 4151 Xxxx Xxxxxx Blvd., MD 2450
Xxx Xxxx, XX 00000 Ft. Xxxxx, XX 00000
Fax: (000) 000-0000 Attn: Xxxxxxx X. Xxxxx
Fax: (000) 000-0000
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