EXHIBIT 99.d(ii)(oo)
AMENDMENT
AMERICAN AADVANTAGE FUNDS
INVESTMENT ADVISORY AGREEMENT
This amendment ("Amendment") to the Investment Advisory Agreement between
AMR Investment Services, Inc., a Delaware corporation (the "Manager") and
Xxxxxxx Xxxxx Asset Management, L.P. (the "Adviser"), a Delaware partnership
(the "Adviser") is effective as of [INSERT DATE OF BOARD APPROVAL].
WHEREAS, the Manager and the Adviser entered into an Investment Advisory
Agreement dated July 31, 2000, 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 is hereby acknowledged, the parties hereby agree as
follows:
1. The following provisions are added to the end of Section 3 of the Agreement
("Compensation to the Adviser"):
The Adviser agrees that the fee paid by the Manager will not exceed: (a) the
annual blended fee in basis points paid by any new "Account" (defined below)
which is smaller than the Manager's account that is accepted by the Adviser
after the effective date of the Agreement and that the Adviser is still managing
as of the date of this Amendment; and (b) the actual annual dollar amount of the
fee paid by any such Account which is larger than the Manager's account. For
purposes of this Section 3, an "Account" will mean an account advised by the
Adviser pursuant to a Structured Large Cap U.S. Growth strategy which has a
tracking error target between 3% and 4% and is of the same or comparable size as
the Large Cap Growth Fund of the Trust.
The parties agree that the following will not be considered an "Account" for
purposes of analyzing the above referenced paragraph:
(i) accounts that pay incentive fees (i.e., fees that are based all or in part
on the performance of a client's account against any benchmark or on capital
appreciation or total returns of such account);
(ii) accounts of clients that maintain multiple mandates or other investment
management related relationships with the Adviser;
(iii) accounts acquired by the Adviser or its affiliates through purchase,
business combinations or the like; and
(iv) pooled vehicles that are not registered under the 1940 Act (i.e.,
collective trusts).
In the event that the fee paid by the Manager exceeds the fee paid by any
Account described in (a) or (b) above, the fee paid by the Manager automatically
will be reduced to match the fee charged to such Account, subject to the
requirements of the Investment Company Act of 1940, as amended, applicable rules
and regulations or any exemptive relief granted by the Securities and Exchange
Commission to the Manager or its affiliates thereunder.
2. Schedule A to the Agreement is deleted in its entirety and replaced with the
following:
Execution Copy
AMR Investment Services, Inc. shall pay compensation to Xxxxxxx Sachs Asset
Management, L.P. pursuant to Section 3 of the Investment Advisory Agreement
between said parties for rendering investment management services with respect
to the Large Cap Growth Fund (the "Portfolio") in accordance with the following
annual percentage rates:
45 basis points on the first $50 million in assets;
35 basis points on the next $50 million;
30 basis points on the next $100 million; and
25 basis points thereafter
3. Except as specifically set forth herein, the Agreement is hereby ratified and
confirmed in all respects and shall remain in full force and effect.
4. 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 duly execute this Amendment to be
effective as of the date set forth above.
XXXXXXX XXXXX ASSET MANAGEMENT, L.P. AMR INVESTMENT SERVICES, INC.
By: _____________________________ By: ______________________________
Name: _____________________________ Name: ______________________________
Title: ____________________________ Title: _____________________________
Address: Address:
32 Old Slip 0000 Xxxx Xxxxxx Xxxx., XX 0000
Xxx Xxxx, XX 00000 Ft. Xxxxx, XX 00000
Fax: (000) 000-0000 Attn: Xxxxxxx X. Xxxxx
Fax: (000) 000-0000
