FORM OF AMENDMENT TO AMERICAN BEACON FUNDS INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(2)(O)(i)
This Amendment to the Investment Advisory Agreement (“Amendment”) is effective as of April 1, 2009
by and between American Beacon Advisors, Inc., a Delaware corporation (the “Manager”), and Pzena
Investment Management, LLC (the “Adviser”).
Whereas, the Manager and the Adviser entered into an Investment Advisory Agreement dated September
12, 2008, (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. Schedule A to the Agreement is hereby deleted and replaced with
the Schedule A 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 April 2009.
| PZENA INVESTMENT MANAGEMENT, LLC |
AMERICAN BEACON ADVISORS, INC. | |||||||||
By:
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By: |
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| Address: | Address: | |||||||||
| 000 Xxxx 00xx Xxxxxx, 00xx 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 | ||||||||||
Schedule A to the
American Beacon Funds
Investment Advisory Agreement
between
American Beacon Advisors, Inc.
and
Pzena Investment Management, LLC
American Beacon Funds
Investment Advisory Agreement
between
American Beacon Advisors, Inc.
and
Pzena Investment Management, LLC
American Beacon Advisors, Inc. (“Manager”) shall pay compensation to Pzena Investment Management,
LLC (“Adviser”) pursuant to section 4 of the Investment Advisory Agreement between said parties in
accordance with the following annual percentage rates for all Mid Cap Value assets under Adviser’s
management:
XXX% per annum on the first $10 million
XXX% per annum on the next $40 million
XXX% per annum on the next $50 million
XXX% per annum on the excess over $100 million
XXX% per annum on the next $40 million
XXX% per annum on the next $50 million
XXX% per annum on the excess over $100 million
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 April 1, 2009
