EXHIBIT 99.d(ii)(S)
AMENDMENT TO
AMERICAN AADVANTAGE FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the Investment Advisory Agreement ("Amendment") is
effective as of January 1, 2003 by and between AMR Investment Services, Inc., a
Delaware corporation ("AMRIS"), and Brandywine Asset Management, LLC (the
"Investment Manager"), a registered investment adviser under the Investment
Advisers Act of 1940, as amended.
Whereas, AMRIS and the Investment Manager entered into an Investment
Advisory Agreement dated October 12, 2001 (the "Agreement"), and they desire to
amend this 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.
a. 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)."
b. Schedule A of the Agreement is hereby amended and replaced
with Schedule A, dated as of January 1, 2003 (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 January, 2003.
BRANDYWINE ASSET MANAGEMENT, LLC AMR INVESTMENT SERVICES, INC.
By: By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Address: Address:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 4151 ▇▇▇▇ ▇▇▇▇▇▇ Blvd., MD 2450
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Attn: Topher ▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
2
Schedule A
to the
American AAdvantage Funds
Investment Advisory Agreement
between
AMR Investment Services, Inc.
and
Brandywine Asset Management, LLC
AMR Investment Services, Inc. shall pay compensation to Brandywine Asset
Management, LLC pursuant to section 3 of the Investment Advisory Agreement
between said parties in accordance with the following annual percentage rates:
1. For assets up to $500 million:
Large Cap Value Fund: 0.25%
Balanced Fund: 0.225%
2. For assets $500 - 600 million:
0.225%
3. For assets over $600 million:
0.20%
In calculating the amount of assets under management solely for the
purpose of determining the applicable percentage rate, there shall be included
all other assets or trust assets of American Airlines, Inc. also under
management by the Investment Manager.
For purposes of calculating the fee for assets between $500 million and
$600 million, the reduced fee rate will be applied pro rata based on assets for
each equity portfolio. For purposes of calculating the fee for assets over $600
million, the reduced fee rate will be applied pro rata based on assets for each
portfolio, except for the Small Cap Value Fund.
4. Small Cap Value Fund
0.50% for assets up to $100 million
0.45% for assets between $100 million and $250 million
0.40% for assets over $250 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 January 1, 2003
BRANDYWINE ASSET MANAGEMENT, LLC AMR INVESTMENT SERVICES, INC.
By: By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President