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MASTER-FEEDER PARTICIPATION AGREEMENT AMONG
AMERICAN AADVANTAGE FUNDS,
AMERICAN AADVANTAGE MILEAGE FUNDS,
QUANTITATIVE MASTER SERIES TRUST,
AMR INVESTMENT SERVICES, INC., AND
PRINCETON FUNDS DISTRIBUTOR, INC.
DATED AS OF JUNE 30, 2000
THIS AGREEMENT is made and entered into as of the 30th day of June,
2000, by and among: American AAdvantage Funds and American AAdvantage Mileage
Funds (each a "Trust" or, collectively, "Trusts"), on behalf of their series
listed on Schedule A hereto (each a "Fund" and collectively, the "Funds");
Quantitative Master Series Trust (the "Master Trust"), on behalf of its series
listed on Schedule A attached hereto (each a "Portfolio" and collectively,
"Portfolios"); AMR Investment Services, Inc. ("Manager"); and Princeton Funds
Distributors, Inc. ("PFD").
WHEREAS, the Funds and the Portfolios are each series of open-end
management investment companies, and each Fund and its corresponding Portfolio
as set forth in Schedule A hereto have the same investment objectives and
substantively the same investment policies;
WHEREAS, each Fund desires to invest its investable assets in its
corresponding Portfolio in exchange for a beneficial interest in the Portfolio
("Shares") on the terms and conditions set forth herein, and each Portfolio
believes that such investments are in its best interests; and
WHEREAS, the Manager is the manager for each Fund and PFD is the
placement agent for each Portfolio;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein made and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
I
INVESTMENTS AND REDEMPTIONS
1.1 Investments. By placing orders through PFD, each Fund will invest
its investable assets in its corresponding Portfolio and, in exchange therefor,
such Portfolio will issue to the Fund Shares equal in value to the assets of the
Fund conveyed to the Portfolio. Each Fund may add to or reduce its investment in
its corresponding Portfolio as described in the Portfolio's Form N-1A
registration statement (the "Portfolio's N-1A"). Notwithstanding the foregoing,
each Portfolio reserves the right to refuse purchase requests if such action is
required by law or, in the sole discretion of the trustees of the Master Trust,
is in the best interests of other shareholders of a Portfolio, provided that
prior to taking such action the Portfolio has delivered notice to the
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Manager of the reason(s) for its belief that such action is required and has
allowed the Manager ten days following receipt of such notice, unless prohibited
by applicable law, to correct the problem(s) or concern(s) identified by the
Portfolio. In connection with each investment, each party hereto shall deliver
to each other party such documents as such other party reasonably may request.
1.2 Investment Date. Investments can occur initially on June 30, 2000
(or such later date as the parties hereto agree upon) and on subsequent Business
Days as a Fund determines. ("Business Day" shall mean any day on which the New
York Stock Exchange is open for trading and on which the Portfolio calculates
its net asset value pursuant to the rules of the Securities and Exchange
Commission ("SEC")). All acts occurring on the date of investment shall be
deemed to occur simultaneously as of the determination of the Portfolio's net
asset value on the date of investment.
1.3 Redemptions. PFD will redeem any full or fractional Shares of a
Portfolio when requested by the Manager on behalf of a Fund in accordance with
the operational procedures mutually agreed to by PFD and the Manager from time
to time and the provisions of the Portfolio's N-1A. PFD shall ensure that a
Portfolio makes payment for such Shares in the manner established from time to
time by PFD, but in no event shall payment be delayed for a greater period than
is permitted by the Investment Company Act of 1940, as amended (the "1940 Act")
(including any rule or order of the SEC thereunder).
1.4 Purchase and Redemption Procedures. PFD shall accept purchase and
redemption orders from the Funds on each Business Day, provided that such orders
are received prior to 9:00 a.m. on such Business Day and reflect purchase and
redemption orders received from the Funds' shareholders in good order prior to
the time the net asset value of the applicable Portfolio is priced (such
Portfolio's "valuation time") on the prior Business Day. Any such purchase or
redemption order received after the Portfolio's valuation time on a Business Day
shall be deemed received prior to 9:00 a.m. on the next succeeding Business Day.
Purchase and redemption orders shall be provided to PFD as agent for the
Portfolios in such written or electronic form (including facsimile) as may be
mutually acceptable to PFD and the Manager. In the event that the Manager elects
to use a form of written or electronic communication which is not capable of
recording the time, date and recipient of any communication and confirming good
transmission, the Manager shall be responsible for confirming that any
communication sent by the Manager to PFD was properly received. PFD may reject
purchase and redemption orders that are not in proper form. PFD shall be
entitled to assume the authenticity of communications received from, and shall
be fully protected from all liability in acting upon the instructions of, the
persons named as authorized individuals of the Manager in the attached Schedule
A. Payment by a Fund for a purchase order that is transmitted to and accepted by
PFD shall be made by 12:00 noon on the same Business Day that PFD receives
notice of the order. Payments shall be made in federal funds transmitted by
wire. In the event that a Fund shall fail to pay in a timely manner for any
purchase order validly received by PFD, the Manager shall hold the relevant
Portfolio harmless from any losses reasonably sustained as the result of the
Portfolio acting in reliance on such purchase order received by PFD.
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1.5 Tax Notices. PFD shall furnish prompt notice to the Manager of any
income, dividends or capital gain distribution payable on Shares of any
Portfolio. The Funds hereby elect to receive all such income, dividends and
capital gain distributions as are payable in the form of additional Shares of
that Portfolio. PFD shall notify the Manager of the number of Shares so issued
as payment of such dividends and distributions. The Manager and the Trust
acknowledge that each Portfolio has the status of a partnership for US federal
income tax purposes. PFD shall furnish to the Manager information regarding each
Fund's allocable share of income, gain, loss, deduction and credit of each
Portfolio, as determined for federal income tax purposes.
1.6 Net Asset Value Data. PFD shall make the net asset value per Share
for each Portfolio available to the Manager on a daily basis as soon as
reasonably practical after such net asset value per share is calculated and
shall use its best efforts to make such net asset value per share available by
6:30 p.m., New York time.
1.7 Conditions Precedent. The obligations of each party hereto to
consummate the transactions provided for herein are subject to all presentations
and warranties of the other parties contained herein being true and correct in
all material respects as of the date hereof and as of the date of the
transactions contemplated hereby.
II
REPRESENTATIONS AND WARRANTIES
2.1 The Trusts. Each Trust represents and warrants as follows:
(a) Organization. Each Trust is duly organized and validly
existing under the laws of the Commonwealth of Massachusetts as a Massachusetts
business trust. The Funds are duly and validly designated series of the Trusts
and have the requisite power and authority to own property and conduct their
business as proposed to be conducted pursuant to this Agreement.
(b) Authorization of Agreement. The execution and delivery of
this Agreement by the Trusts on behalf of the Funds and the consummation of the
transactions contemplated hereby have been duly authorized by each Trust's
respective Board of Trustees.
(c) No Bankruptcy Proceedings. No Fund is under the jurisdiction
of a court in a proceeding under Title 11 of the United States Code (the
"Bankruptcy Code") or similar case within the meaning of Section 368(a)(3)(A) of
the Bankruptcy Code.
(d) Fiscal Year. The fiscal year end for each Fund is December
31.
(e) SEC Filings. Each Fund has duly filed all forms, reports,
proxy statements and other documents (collectively, "SEC Filings") required to
be filed under the Securities Act of 1933, as amended (the "1933 Act"),
Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act (collectively,
the "Securities Laws") in connection with the registration of its shares, any
meetings of its shareholders and its registration as an investment company. The
SEC Filings were prepared in accordance with applicable requirements of the
Securities Laws and the rules and regulations thereunder, and do not contain any
untrue statement of a material fact or omit to state
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any material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.
(f) 1940 Act Registration. Each Trust is duly registered as an
open-end management investment company under the ▇▇▇▇ ▇▇▇. The Manager and each
Trust acknowledge that shares of the Master Trust and the Portfolios are not
registered for sale with the SEC under the 1933 Act, and are offered to the
Trust in reliance on the exemption set forth in Section 4(2) of the 1933 Act for
transactions not involving a public offering.
2.2 The Portfolios. The Master Trust represents and warrants as
follows:
(a) Organization. The Master Trust is duly organized and validly
existing under the laws of the State of Delaware as a business trust. The
Portfolios are duly and validly designated series of the Master Trust and have
the requisite power and authority to own property and conduct their business as
proposed to be conducted pursuant to this Agreement.
(b) Authorization of Agreement. The execution and delivery of
this Agreement by the Master Trust on behalf of the Portfolios and the
consummation of the transactions contemplated hereby have been duly authorized
by the Master Trust's Board of Trustees.
(c) Authorization of Issuance of Interest. The issuance by each
Portfolio of Shares in exchange for the investment by each Fund has been duly
authorized by the Master Trust's Board of Trustees. When issued in accordance
with the terms of this Agreement, the Shares will be validly issued, fully paid
and non-assessable by the Portfolio.
(d) No Bankruptcy Proceedings. No Portfolio is under the
jurisdiction of a court in a proceeding under Title 11 of the Bankruptcy Code or
similar case within the meaning of Section 368(a)(3)(A) of the Bankruptcy Code.
(e) Fiscal Year. The fiscal year end of each Portfolio is
December 31.
(f) Auditors. Each Portfolio has appointed Deloitte & Touche LLP
as its independent public accountants to certify the Portfolio's financial
statements in accordance with Section 32 of the 1940 Act, and shall promptly
notify the Manager if any other independent public accountant is designated to
perform this function.
(g) SEC Filings. Each Portfolio has duly filed all SEC Filings
required to be filed with the SEC pursuant to the 1934 Act and 1940 Act in
connection with any meetings of its investors and its registration as an
investment company. Shares of the Portfolios are not required to be registered
under the 1933 Act because such Shares are offered solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. The SEC Filings were prepared in accordance with
the requirements of the Securities Laws, as applicable, and the rules and
regulations thereunder, and do not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
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necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(h) 1940 Act Registration. The Master Trust is duly registered as
an open-end management investment company under the 1940 Act, and its
registration is in full force and effect.
(i) Tax Status. Each Portfolio is taxable as a partnership under
the Internal Revenue Code of 1986, as amended (the "Code").
(j) Pricing and In-Kind Redemption Procedures. Each Portfolio has
adopted pricing and valuation procedures that comply with the 1940 Act and
in-kind redemption procedures that comply with the 1940 Act and any related
interpretations issued by the SEC staff as in effect as of the date of the
transactions contemplated hereby.
2.3 The Manager. The Manager represents and warrants as follows:
(a) Organization. The Manager is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite power and authority to conduct its business as
contemplated by this Agreement.
(b) Authorization of Agreement. The execution and delivery of
this Agreement by the Manager have been duly authorized by all necessary actions
by the Manager.
(c) Investment Adviser. The Manager is registered as an
investment adviser with the SEC in good standing under the Investment Advisers
Act of 1940, as amended (the "Advisers Act").
2.4 PFD. PFD represents and warrants as follows:
(a) Organization. PFD is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the requisite power and authority to conduct its business as contemplated by
this Agreement.
(b) Authorization of Agreement. The execution and delivery of
this Agreement by PFD have been duly authorized by all necessary actions by PFD.
(c) Broker-Dealer. PFD is duly registered as a broker-dealer with
the SEC and all jurisdictions where such registration is required to conduct the
activities contemplated herein, and is a member in good standing of the National
Association of Securities Dealers, Inc.
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III
COVENANTS
3.1 The Trusts. Each Trust covenants as follows:
(a) Advance Review of Certain Documents. Each Trust will furnish
to PFD prior to filing or first use, as the case may be, drafts of amendments to
its registration statement on Form N-lA and prospectus supplements or amendments
relating to the Funds, and any proposed advertising or sales literature relating
to the Funds; provided, however, that such advance notice shall not be required
for advertising or sales literature that merely references the name of the Fund.
(b) Proxy Voting. The Trust agrees that on any matter in which a
vote of holders of Shares of the Master Trust is sought, with respect to which
one or more Index Funds is entitled to vote, the Trust will either seek
instructions from the holders of the relevant Index Fund's securities and vote
on the matter in accordance with such instructions, or the Trust will vote the
Shares of the Portfolio held by it in the same proportion as the vote of all
other holders of Shares of such Portfolio.
3.2 Indemnification by Funds.
(a) The Manager and each Fund, as applicable, will jointly
indemnify and hold harmless the Portfolios, PFD and their respective trustees,
directors, officers and employees and each other person who controls the
Portfolios or PFD, as the case may be, within the meaning of Section 15 of the
1933 Act (each a "Covered Person" and collectively "Covered Persons"), against
any and all losses, claims, demands, damages, liabilities and expenses (each a
"Liability" and collectively "Liabilities") (including the reasonable cost of
investigating and defending against any claims therefor and any counsel fees
incurred in connection therewith), joint or several, which
(i) arise out of or are based upon any of the Securities Laws,
any other statute or common law or are incurred in connection with or as a
result of any formal or informal administrative proceeding or investigation by a
regulatory agency, insofar as such Liabilities arise out of or are based upon
the ground or alleged ground that any direct or indirect omission or commission
by a Fund (either during the course of its daily activities or in connection
with the accuracy of its representations or its warranties in this Agreement)
caused or continues to cause a Portfolio to violate any federal or state
securities laws or regulations or any other applicable domestic or foreign law
or regulations or common law duties or obligations, but only to the extent that
such Liabilities do not arise out of and are not based upon an omission or
commission of a Portfolio or PFD;
(ii) arise out of any misstatement of a material fact or an
omission of a material fact related to a Portfolio in the Fund's registration
statement (including amendments thereto) or included in Fund advertising or
sales literature, other than information provided by a Portfolio or PFD or
included in Fund advertising or sales literature at the request of a Portfolio
or PFD;
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(iii) result from the failure of any representation or
warranty made by the Fund to be accurate when made or the failure of the Fund to
perform any covenant contained herein or to otherwise comply with the terms of
this Agreement;
(iv) arise out of any unlawful or negligent act of the Fund or
any director, officer, employee or agent of the Fund, whether such act was
committed against the Fund, a Portfolio, PFD or any third party;
provided, however, that in no case shall a the Manager or a Fund be liable with
respect to any claim made against any such Covered Person unless such Covered
Person shall have notified the Manager and the Fund in writing of the nature of
the claim within a reasonable time after the summons, other first legal process
or formal or informal initiation of a regulatory investigation or proceeding
shall have been served upon or provided to a Covered Person, or any federal,
state or local tax deficiency has come to the attention of the PFD, the
Portfolio or a Covered Person. Failure to notify the Manager or the Fund of such
claim shall not relieve it from any liability that it may have to any party
otherwise than on account of the indemnification contained in this Section.
(b) The Manager and each Fund will be entitled to participate at
its own expense in the defense or, if it so elects, to assume the defense of any
suit brought to enforce any such liability, but, if a the Manager or a Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by the Manager or a Fund. In the event the Manager or a Fund elects to assume
the defense of any such suit and retain such counsel, each Covered Person and
any other defendant or defendants may retain additional counsel, but shall bear
the fees and expenses of such counsel unless (A) the Manager or the Fund shall
have specifically authorized the retaining of such counsel or (B) the parties to
such suit include any Covered Person and the Manager or a Fund, and any such
Covered Person has been advised by counsel that one or more legal defenses may
be available to it that may not be available to the Manager or the Fund, in
which case neither the Manager nor a Fund shall be entitled to assume the
defense of such suit notwithstanding its obligation to bear the fees and
expenses of such counsel. Neither the Manager nor a Fund shall be liable to
indemnify any Covered Person for any settlement of any claim affected without
the Manager or Fund's written consent, which consent shall not be unreasonably
withheld or delayed. The indemnities set forth in paragraph (a) will be in
addition to any liability that the Manager or a Fund might otherwise have to a
Covered Person.
3.3 The Portfolios. Each Portfolio covenants as follows:
(a) Advance Review of Filings. Each Portfolio will furnish to the
Manager, prior to filing, draft amendments to the Portfolio's Form N-1A.
(b) Tax Status. Each Portfolio will qualify to be taxable as a
partnership under the Code for all periods during which this Agreement is in
effect, except to the extent that the failure to so qualify results from any
action or omission of a Fund.
(c) Availability of Shares. Subject to compliance with the terms of
this Agreement, a Portfolio shall permit its corresponding Fund to make
additional investments in the Portfolio on each Business Day on which shares of
the Fund are sold to the public; provided,
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however, that the Portfolio may refuse to permit a Fund to make additional
investments on any day on which the Trustees of the Master Trust reasonably
determine that permitting additional investments by a Fund would constitute a
breach of their fiduciary duties to a Portfolio or would breach applicable law.
(d) Investment Objective. Each Portfolio will notify the Funds at
least 60 days prior to changing its investment objective or policies.
3.4 Indemnification by the Portfolios and PFD.
(a) Each Portfolio, as applicable, and PFD will indemnify and
hold harmless the Trusts, the Funds, the Manager and their respective trustees,
officers and employees and each other person who controls each Fund, as the case
may be, within the meaning of Section 15 of the 1933 Act (each a "Covered
Person" and collectively "Covered Persons"), against any and all losses, claims,
demands, damages, liabilities and expenses (each a "Liability" and collectively,
the "Liabilities") (including the reasonable costs of investigating and
defending against any claims therefor and any counsel fees incurred in
connection therewith), joint or several, whether incurred directly or
indirectly, which
(i) arise out of or are based upon any of the Securities Laws,
any other statute or common law or are incurred in connection with or as a
result of any formal or informal administrative proceeding or investigation by a
regulatory agency, insofar as such Liabilities arise out of or are based upon
the ground or alleged ground that any direct or indirect omission or commission
by a Portfolio (either during the course of its daily activities or in
connection with the accuracy of its representations or its warranties in this
Agreement) caused or continues to cause a Fund to violate any federal or state
securities laws or regulations or any other applicable domestic or foreign law
or regulations or common law duties or obligations, but only to the extent that
such Liabilities do not arise out of and are not based upon an omission or
commission of the Fund;
(ii) arise out of or are based upon an inaccurate calculation
of a Portfolio's net asset value (whether calculated by the Portfolio or any
party retained for that purpose);
(iii) arise out of (A) any misstatement of a material fact or
an omission of a material fact in the Portfolio's N-1A (including amendments
thereto) or included at the request of a Portfolio or PFD in advertising or
sales literature used by the Fund, or (B) any misstatement of a material fact or
an omission of a material fact in the Portfolio's N-1A or advertising or sales
literature of any investor in the Portfolio, other than the Fund;
(iv) arise out of the Portfolio's having caused the Fund to
fail to qualify as a regulated investment company under the Code;
(v) result from the failure of any representation or warranty
made by a Portfolio or PFD to be accurate when made or the failure of a
Portfolio or PFD to perform any covenant contained herein or to otherwise comply
with the terms of this Agreement;
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(vi) arise out of any unlawful or negligent act by a
Portfolio, PFD or any director, trustee, officer, employee or agent of the
Portfolio or PFD, whether such act was committed against the Portfolio, the Fund
or any third party;
(vii) arise out of any claim that the systems, methodologies,
or technology used in connection with operating the Portfolio, including the
technologies associated with maintaining the master-feeder structure of the
Portfolio, violates any license or infringes upon any patent or trademark;
(viii) arise out of any claim that the use of the names used
by the Portfolio or any related use of names by the Funds violates any license
or infringes upon any trademark; or
(ix) result from any Liability of the Portfolio to any
investor in the Portfolio (or shareholder thereof), other than the Fund (and its
shareholders);
provided, however, that in no case shall a Portfolio or PFD be liable with
respect to any claim made against any such Covered Person unless such Covered
Person shall have notified the Portfolio and PFD in writing of the nature of the
claim within a reasonable time after the summons, other first legal process or
formal or informal initiation of a regulatory investigation or proceeding shall
have been served upon or provided to a Covered Person or any federal, state or
local tax deficiency has come to the attention of the Fund or a Covered Person.
Failure to notify the Portfolio and PFD of such claim shall not relieve it from
any liability that it may have to any Covered Person otherwise than on account
of the indemnification contained in this paragraph.
(b) A Portfolio and PFD will be entitled to participate at its
own expense in the defense or, if it so elects, to assume the defense of any
suit brought to enforce any such liability, but, if the PFD elects to assume the
defense, such defense shall be conducted by counsel chosen by the Portfolio and
PFD. In the event a Portfolio and PFD elects to assume the defense of any such
suit and retain such counsel, each Covered Person and any other defendant or
defendants may retain additional counsel, but shall bear the fees and expenses
of such counsel unless (A) the Portfolio and PFD shall have specifically
authorized the retaining of such counsel or (B) the parties to such suit include
any Covered Person and a Portfolio or PFD, and any such Covered Person has been
advised by counsel that one or more legal defenses may be available to it that
may not be available to the Portfolio or PFD, in which case neither the
Portfolio nor PFD shall be entitled to assume the defense of such suit
notwithstanding its obligation to bear the fees and expenses of such counsel.
Neither a Portfolio nor PFD shall be liable to indemnify any Covered Person for
any settlement of any claim affected without their written consent, which
consent shall not be unreasonably withheld or delayed. The indemnities set forth
in paragraph (a) will be in addition to any liability that each Portfolio and
PFD might otherwise have to a Covered Person.
3.5 In-Kind Redemption. If a Fund desires to redeem all of its Shares
in its corresponding Portfolio, unless otherwise agreed to by the parties
hereto, the Portfolio will effect such redemption "in kind" in accordance with
the in-kind redemption procedures adopted by the Master Trust's Board of
Trustees.
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3.6 Auditors. If a Fund's independent public accountants differ from
those of its corresponding Portfolio, PFD and each Portfolio will use their best
efforts to require the Master Trust's independent public auditors to provide the
Funds' independent public auditors with any assistance or cooperation reasonably
requested by the Funds or the Funds' independent public auditors. Such
assistance and cooperation will be considered within the scope of the Master
Trust's independent public auditors' duties to the Master Trust, and shall
provided without charge to the Funds.
3.7 Reasonable Actions. Each party covenants that it will, subject to
the provisions of this Agreement, from time to time, as and when requested by
another party or in its own discretion, as the case may be, execute and deliver
or cause to be executed and delivered all such assignments and other
instruments, take or cause to be taken such actions, and do or cause to be done
all things reasonably necessary, proper or advisable in order to consummate the
transactions contemplated by this Agreement and to carry out its intent and
purpose.
IV
ADDITIONAL AGREEMENTS
4.1 Notification of Certain Matters. Each party will give prompt notice
to the other parties of (a) the occurrence or non-occurrence of any event the
occurrence or non-occurrence of which would be likely to cause any
representation or warranty contained in this Agreement to be untrue or
inaccurate, and (b) any material failure of a party or any trustee, director,
officer, employee or agent thereof to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by such person
hereunder; provided, however, that the delivery of any notice pursuant to this
Section 4.1 shall not limit or otherwise affect the remedies available,
hereunder or otherwise, to the party receiving such notice.
4.2 Access to Information. The Portfolios and the Funds shall afford
each other access at all reasonable times to such party's officers, employees,
agents and offices and to all its relevant books and records and shall furnish
each other party with all relevant financial and other data and information as
requested; provided, however, that nothing contained herein shall obligate the
Portfolios or the Funds to provide each other with access to the books and
records relating to any other series of the Master Trust and the Trusts other
than the Portfolios or the Funds, nor shall anything contained herein obligate
the Portfolios or the Funds to furnish each other with a shareholder list,
except as may be required to comply with applicable law or any provision of this
Agreement.
4.3 Confidentiality. Each party agrees that it shall hold in strict
confidence all data and information obtained from another party (unless such
information is or becomes readily ascertainable from public information or trade
sources) and shall ensure that its officers, employees and authorized
representatives do not disclose such information to others without the prior
written consent of the party from whom it was obtained, except if disclosure is
required by the SEC, any other regulatory body or the Funds' or Portfolios'
respective auditors, or in the opinion of counsel such disclosure is required by
law, and then only with as much prior written notice to the other party as is
practical under the circumstances.
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4.4 Public Announcements. No party shall issue any press release or
otherwise make any public statements with respect to the matters covered by this
Agreement without the prior consent of the other parties hereto, which consent
shall not be unreasonably withheld; provided, however, that consent shall not be
required if, in the opinion of counsel, such disclosure is required by law and
the party making such disclosure shall provide the other parties hereto with as
much prior written notice of such disclosure as is practical under the
circumstances.
V
TERMINATION AND AMENDMENT
5.1 Termination. This Agreement may be terminated (a) by each party
upon five business days notice to the other parties, (b) at any time by a Fund
by redeeming all of the Fund's Shares in its corresponding Portfolio, (c) on not
less than 120 days' prior written notice by a Portfolio to its corresponding
Fund, and (d) at any time immediately upon written notice to the other parties
in the event that formal proceedings are instituted against another party to
this Agreement by the SEC or any other regulatory body, provided that the
terminating party has a reasonable belief that the institution of the proceeding
is not without foundation and will have a material adverse impact on the
terminating party. The indemnification obligations in Article III and the
confidentiality provisions in Section 4.3 shall survive the termination of this
Agreement.
5.2 Amendment. This Agreement may be amended, modified or supplemented
at any time in such manner as may be mutually agreed upon in writing by the
parties.
VI
GENERAL PROVISIONS
6.1 Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made when actually received in person or by facsimile, or three days after
being sent by certified or registered United States mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Trusts: AMR Investment Services, Inc.
or the Manager ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇ 5645
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Master Trust, a Princeton Funds Distributor, Inc
Portfolio or PFD: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Senior Vice President, Operations
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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Any party to this Agreement may change the identity of the person to receive
notice by providing written notice thereof to all other parties to the
Agreement.
6.2 Expenses. Unless stated otherwise herein, all costs and expense
associated with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses.
6.3 Headings. The headings and captions in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.4 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
6.5 Entire Agreement. This Agreement and the agreements and other
documents delivered pursuant hereto set forth the entire understanding among the
parties concerning the subject matter of this Agreement and incorporate or
supersede all prior understandings.
6.6 Successors and Assignments. Each and all of the provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and, except as otherwise specifically provided in this Agreement, their
respective successors and assigns. Notwithstanding the foregoing, no party shall
make any assignment of this Agreement or any rights or obligations hereunder
without the written consent of all other parties. As used herein, the term
"assignment" shall have the meaning ascribed thereto in the 1940 Act.
6.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the
choice of law or conflicts of law provisions thereof.
6.8 Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing one or more counterparts.
6.9 Third Parties. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give any person, other than the parties
hereto and their successors or assigns, any rights or remedies under or by
reason of this Agreement.
6.10 Interpretation. Any uncertainty or ambiguity existing herein shall
not presumptively be interpreted against any party, but shall be interpreted
according to the application of the rules of interpretation for arm's length
agreements.
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6.11 Limitation of Liability. Each party expressly acknowledges the
provisions in the Declaration of Trust of each of the Trusts and the Master
Trust limiting the personal liability of shareholders, officers and trustees of
the Trusts and the Master Trust.
6.12 Additional Limitations of Liability. The parties hereto agree and
acknowledge that (a) the Trusts have entered into this Agreement solely on
behalf of the Funds and no other series of the Trusts shall have any obligation
hereunder with respect to any liability of the Trusts arising hereunder; (b) the
Master Trust has entered into this Agreement solely on behalf of the Portfolios
and no other series of the Master Trust shall have any obligation hereunder with
respect to any liability of the Portfolios arising hereunder; and (c) no series
or feeder participant of the Master Trust shall be liable to any other series or
feeder participant of the Master Trust.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the date
first written above.
AMERICAN AADVANTAGE FUNDS,
AMERICAN AADVANTAGE MILEAGE FUNDS,
AMR INVESTMENT SERVICES, INC.
---------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Their: President
QUANTITATIVE MASTER SERIES TRUST
---------------------------------
By:
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Its:
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PRINCETON FUNDS DISTRIBUTOR, INC.
---------------------------------
By:
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Its:
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SCHEDULE A
Persons Authorized to Act on Behalf of the Manager
PFD and its agents are authorized to rely on instructions from the
following individuals on behalf of the Manager on its own behalf and on behalf
of each Fund:
Name Signature
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SCHEDULE B
TO THE
MASTER-FEEDER PARTICIPATION AGREEMENT
CORRESPONDING PORTFOLIO OF
TRUST - FUND QUANTITATIVE MASTER SERIES TRUST
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American AAdvantage Funds -
Small Cap Index Fund...................................Small Cap Index Series
American AAdvantage Funds -
International Equity Index Fund........................International Series
Dated: June 30, 2000
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