EXHIBIT 99.(d)(ii)(cc)
ASSUMPTION AGREEMENT
AGREEMENT made as of March __, 2003 between XXXXXXX, XXXXX & CO. ("GS&Co.") and
XXXXXXX SACHS ASSET MANAGEMENT, L.P. ("GSAM LP"), each a wholly-owned direct and
indirect subsidiary of THE XXXXXXX XXXXX GROUP, INC.
WHEREAS, American AAdvantage Funds (the "Trust") is registered
as an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, GS&Co. has been previously appointed as
sub-investment adviser to the Large Cap Growth Fund (the "Portfolio") of the
Trust pursuant to an Investment Advisory Agreement with AMR Investment Services,
Inc. dated July 31, 2000 (the "Investment Advisory Agreement"); and
WHEREAS, GS&Co. and GSAM LP intend that GSAM LP act as
sub-investment adviser with respect to the Portfolio pursuant to the Investment
Advisory Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. GSAM LP hereby assumes all rights and obligations of GS&Co. under
the Investment Advisory Agreement with respect to the Portfolio.
2. GS&Co. and GSAM LP hereby represent that after the assumption
referred to above: (a) the management personnel of GS&Co. responsible for
providing sub-investment advisory services to the Portfolio under the Investment
Advisory Agreement, including the portfolio managers and the supervisory
personnel, will provide the same services for the Portfolio as officers or
employees of GSAM LP; and (b) both GS&Co. and GSAM LP will be wholly-owned
direct and indirect subsidiaries of The Xxxxxxx Sachs Group, Inc. Consequently,
GS&Co. and GSAM LP believe that the assumption effected by this Agreement does
not involve a change in actual control or actual management with respect to the
sub-investment adviser for the Portfolio.
3. GSAM LP is hereby bound by all of the terms of the Investment
Advisory Agreement, which will continue in full force and effect with respect to
GSAM LP.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
Attest: XXXXXXX, XXXXX & CO.
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By:
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(Authorized Officer)
Name: Xxx X. Xxxxxx
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Title: Vice President
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Attest: XXXXXXX XXXXX ASSET
---------------------- MANAGEMENT, L.P.
By:
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(Authorized Officer)
Name: Xxxxxx Xxxxxxx
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Title: Authorized Signatory
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Acknowledged and Accepted as of the Date
First Set Forth Above:
AMR INVESTMENT SERVICES, INC.
By:
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Name:
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Title:
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