Exhibit(d)(ii)(AAA)
AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the Investment Advisory Agreement ("Amendment") is
effective as of _______________, 2005 by and between American Beacon Advisors,
Inc., a Delaware corporation (the "Manager"), and Metropolitan West Capital
Management, LLC (the "Adviser"), a registered investment adviser under the
Investment Advisers Act of 1940, as amended.
Whereas, the Manager and the Adviser entered into an Investment Advisory
Agreement dated November 30, 2000, as subsequently amended on January 1, 2003
and February 9, 2004 (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 ___ day of ____________ 2005.
METROPOLITAN WEST CAPITAL AMERICAN BEACON ADVISORS, INC.
MANAGEMENT, LLC
By: By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Address: Address:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇ 4151 ▇▇▇▇ ▇▇▇▇▇▇ Blvd., MD 2450
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ft. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Schedule A to the
American Beacon Funds
Investment Advisory Agreement
between
American Beacon Advisors, Inc.
and
Metropolitan West Capital Management, LLC
American Beacon Advisors, Inc. (the "Manager") shall pay compensation to
Metropolitan West Capital Management, LLC (the "Adviser") pursuant to section 3
of the Investment Advisory Agreement between said for rendering investment
management services with respect to the Large Cap Value Fund in accordance with
the following annual percentage rates:
0.275% on the first $100 million in assets
0.200% on assets above $100 million
In calculating the amount of assets under management solely for the purpose
of determining the applicable percentage rate, there shall be included all other
large cap value assets of the American Airlines, Inc. pension plans also under
management by the Adviser.
The Manager shall pay compensation to the Adviser pursuant to section 3 of
the Investment Advisory Agreement between said for rendering investment
management services with respect to small cap value assets in accordance with
the following annual percentage rates:
0.50% on the first $75 million in assets
0.45% on the next $75 million in assets
0.40% on assets above $150 million
In calculating the amount of assets under management solely for the purpose
of determining the applicable percentage rate, there shall be included all other
small cap value assets of the American Airlines, Inc. pension plans also under
management by the Adviser.
If the management of the Portfolios 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: _____________, 2005