EXHIBIT 99.d(iv)(B)
AMERICAN AADVANTAGE FUNDS - CASH MANAGEMENT CLASS
ADMINISTRATIVE SERVICES PLAN
AGREEMENT made this 1st day of March, 2002, by and between AMERICAN
AADVANTAGE FUNDS (the "Trust") and AMR INVESTMENT SERVICES, INC. ("AMR").
WHEREAS, the Trust is a Massachusetts business trust and an open-end,
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), consisting of several series (portfolios) of
shares (collectively the "Funds", individually a "Fund"), each having its own
investment policies;
WHEREAS, the Trust's Board of Trustees ("Board") has authorized each of
the Funds to issue multiple classes of shares, including a class to be
designated as the Cash Management Class, and in the future may authorize new
Funds to issue multiple classes, including such Cash Management Class;
WHEREAS, the Trust desires to adopt an Administrative Services Plan
("Plan") with respect to the Cash Management Class;
NOW, THEREFORE, the Trust hereby adopts this Plan with respect to the
Cash Management Class.
1. A Fund is authorized to pay to AMR Investment Services, Inc.
("AMR"), or to such other entities as approved by the Board, as compensation for
administrative services provided by such entities to Cash Management Class
shareholders, an aggregate fee at the rate of up to 0.07% on an annualized basis
of the average daily net assets of the Cash Management Class of each such Fund
which has approved this Plan in accordance with the conditions of approval set
forth herein. Such fee shall be calculated and accrued daily and paid monthly or
at such other intervals as the Board shall determine.
2. AMR or any other entity approved by the Board may spend such amounts
as it deems appropriate on any activities or expenses primarily intended to
result in or relate to the administration of a participating Fund's Cash
Management Class shares, including, but not limited to, the payment of fees for
the purposes of record maintenance, forwarding Fund and shareholder
communications, and expenses related to aggregating and processing orders for
the purchase and redemption of shares.
3. This Plan shall not take effect with respect to the Cash Management
Class of a Fund unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Trust who are not "interested persons" of the Trust and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person or at a meeting (or
meetings) called for the purpose of voting on such approval.
4. After approval as set forth in paragraph 3, this Plan shall take
effect and continue in full force and effect with respect to the Cash Management
Class of a Fund for so long as such continuance is specifically approved at
least annually in the manner provided for approval of this Plan in paragraph 3.
5. AMR and any other recipient of payments hereunder shall provide to
the Board and the Board shall review, at least quarterly, a written report of
the amounts expended with respect to the Cash Management Class of each
applicable Fund under this Plan and the purposes for which such expenditures
were made.
6. This Plan may be terminated with respect to the Cash Management
Class of any Fund at any time by vote of the Board, or by vote of a majority of
the Independent Trustees.
7. This Plan may not be amended to increase materially the amount of
fees provided for in paragraph 1 hereof unless such amendment is approved in the
manner provided for initial approval in paragraph 3 hereof, and no material
amendment to the Plan shall be made unless approved in the manner provided for
approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by a Fund to AMR or any other
authorized entity under paragraph 1 hereof is not related directly to expenses
incurred by such entities on behalf of such Fund in providing shareholder
services hereunder, and paragraph 2 hereof does not obligate such Fund to
reimburse any such entity for such expenses. The fees set forth in paragraph 1
hereof will be paid by such Fund to such entities until the Plan is either
terminated or not renewed. If the Plan is terminated or not renewed with respect
to a Fund, any shareholder servicing expenses incurred by such entities on
behalf of such Fund in excess of payments of the fees specified in paragraph 1
hereof which have been received and accrued through the termination date are the
sole responsibility and liability of the entity incurring the expenses, and are
not obligations of such Fund.
9. While this Plan is in effect, the selection and nomination of the
Independent Trustees shall be committed to the discretion of the Independent
Trustees.
10. As used in this Plan, the term "interested person" shall have the
same meaning as that term has in the 1940 Act.
11. The Trust shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant of
paragraph 5 hereof for a period of not less than six years from the date of this
Plan, the first two years in an easily accessible place.
12. The Trustees of the Trust and the shareholders of the Funds shall
not be liable for any obligations of the Trust or the Fund under this Plan, and
AMR or any other person, in asserting any rights or claims under this Plan,
shall look only to the assets and property of the Trust or the Funds in
settlement of such right or claim, and not to such Trustees or shareholders.
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