ex104.htm


    Exhibit 10.4


      EXECUTION
COPY

       

      STOCK
PURCHASE AGREEMENT

      


      


      BY
AND AMONG

          


      


      AMERICAN
BEACON ADVISORS, INC.,

      


      AMR
CORPORATION,

      


      AND

      


      LIGHTHOUSE
HOLDINGS, INC.

      


      


      


      


      Dated as
of April 16, 2008

      



      
        
           


        

        
           


          
            

          

        

        
           


          
            TABLE
OF CONTENTS

            


            Page

             

            


          

        

      


      
        	
                ARTICLE I

              	
                DEFINITIONS 

              	
                1

              


      

       

      
        	
                 
      

              	
                1.1

              	
                Definitions 

              	
                1

              


      

       

      
        	
                 
      

              	
                “SEC”
      means the United States Securities and Exchange
    Commission10

              


      

       

      
        	
                ARTICLE
      II

              	
                PURCHASE
      AND SALE 

              	
                12

              


      

       

      
        	
                 
      

              	
                2.1

              	
                Purchase
      and Sale of the Shares 

              	
                12

              


      

       

      
        	
                 
      

              	
                ARTICLE
      IIIPURCHASE PRICE13

              


      

       

      
        	
                 
      

              	
                3.1

              	
                Purchase
      Price 

              	
                13

              


      

       

      
        	
                 
      

              	
                3.2

              	
                Working
      Capital Adjustment to Purchase Price 

              	
                13

              


      

       

      
        	
                 
      

              	
                3.3

              	
                Determination
      of the Working Capital Adjustment Amount 

              	
                13

              


      

       

      
        	
                 
      

              	
                ARTICLE
      IVCLOSING14

              


      

       

      
        	
                 
      

              	
                4.1

              	
                Closing
      Date 

              	
                14

              


      

       

      
        	
                 
      

              	
                4.2

              	
                Payment
      on the Closing Date 

              	
                14

              


      

       

      
        	
                 
      

              	
                4.3

              	
                Buyer’s
      Additional Closing Date Deliveries 

              	
                14

              


      

       

      
        	
                 
      

              	
                4.4

              	
                Seller’s
      Closing Date Deliveries 

              	
                15

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VREPRESENTATIONS AND WARRANTIES OF
SELLER16

              


      

       

      
        	
                 
      

              	
                5.1

              	
                Organization
      of AMR 

              	
                16

              


      

       

      
        	
                 
      

              	
                5.2

              	
                Organization;
      Capital Structure of the Company; Power and
Authority 

              	
                16

              


      

       

      
        	
                 
      

              	
                5.3

              	
                Subsidiaries
      and Investments 

              	
                17

              


      

       

      
        	
                 
      

              	
                5.4

              	
                Authority
      of Seller; Conflicts 

              	
                17

              


      

       

      
        	
                 
      

              	
                5.5

              	
                Financial
      Statements 

              	
                18

              


      

       

      
        	
                 
      

              	
                5.6

              	
                Operations
      Since Financial Statements Date 

              	
                18

              


      

       

      
        	
                 
      

              	
                5.7

              	
                Taxes 

              	
                19

              


      

       

      
        	
                 
      

              	
                5.8

              	
                Governmental
      Permits 

              	
                19

              


      

       

      
        	
                 
      

              	
                5.9

              	
                Assets
      Under Management 

              	
                19

              


      

       

      
        	
                 
      

              	
                5.10

              	
                Real
      Property 

              	
                21

              


      

       

      
        	
                 
      

              	
                5.11

              	
                Personal
      Property Leases 

              	
                22

              


      

       

      
        	
                 
      

              	
                5.12

              	
                Intellectual
      Property 

              	
                22

              


      

       

      
        	
                 
      

              	
                5.13

              	
                Assets 

              	
                24

              


      

       

      
        	
                 
      

              	
                5.14

              	
                No
      Violation, Litigation or Regulatory Action 

              	
                24

              


      

       

      
        	
                 
      

              	
                5.15

              	
                Contracts 

              	
                25

              


      

       

      
        	
                 
      

              	
                5.16

              	
                Status
      of Contracts 

              	
                26

              


      

       

      
        	
                 
      

              	
                5.17

              	
                ERISA 

              	
                26

              


      

       

      
        	
                 
      

              	
                5.18

              	
                Employee
      Relations and Agreements 

              	
                27

              


      

       

      
        	
                 
      

              	
                5.19

              	
                Insurance 

              	
                28

              


      

       

      
        	
                 
      

              	
                5.20

              	
                No
      Brokers 

              	
                28

              


      

       

      
        	
                 
      

              	
                5.21

              	
                Registration
      as Investment Adviser 

              	
                28

              


      

       

      
        	
                 
      

              	
                5.22

              	
                Filing
      of Reports; Maintenance of Records 

              	
                30

              


      

       

      
        	
                 
      

              	
                5.23

              	
                Fee
      Arrangements, Expenses and Custody of Funds 

              	
                30

              


      

       

      
        	
                 
      

              	
                5.24

              	
                Fund
      Matters 

              	
                30

              


      

       

      
        	
                 
      

              	
                5.25

              	
                Exempt
      Fund Clients 

              	
                33

              


      

       

      
        	
                 
      

              	
                5.26

              	
                Information
      in Proxy Statements 

              	
                33

              


      

       

      
        	
                 
      

              	
                5.27

              	
                No
      Undisclosed Liabilities 

              	
                33

              


      

       

      
        	
                 
      

              	
                5.28

              	
                Transactions
      with Affiliates 

              	
                34

              


      

       

      
        	
                 
      

              	
                5.29

              	
                Illegal
      Payments 

              	
                34

              


      

       

      
        	
                 
      

              	
                5.30

              	
                Investment
      Intent; Accredited Investor 

              	
                34

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VIREPRESENTATIONS AND WARRANTIES OF
BUYER34

              


      

       

      
        	
                 
      

              	
                6.1

              	
                Organization
      of Buyer 

              	
                34

              


      

       

      
        	
                 
      

              	
                6.2

              	
                Authority
      of Buyer; Conflicts 

              	
                35

              


      

       

      
        	
                 
      

              	
                6.3

              	
                Capital
      Structure of Parent 

              	
                35

              


      

       

      
        	
                 
      

              	
                6.4

              	
                No
      Violation, Litigation or Regulatory Action 

              	
                36

              


      

       

      
        	
                 
      

              	
                6.5

              	
                Financing 

              	
                36

              


      

       

      
        	
                 
      

              	
                6.6

              	
                No
      Brokers 

              	
                36

              


      

       

      
        	
                 
      

              	
                6.7

              	
                Ineligible
      Persons 

              	
                36

              


      

       

      
        	
                 
      

              	
                6.8

              	
                Facts
      Affecting Regulatory Approvals 

              	
                37

              


      

       

      
        	
                 
      

              	
                6.9

              	
                Section
      15 of the Investment Company Act 

              	
                37

              


      

       

      
        	
                 
      

              	
                6.10

              	
                Information
      in Proxy Statements 

              	
                37

              


      

       

      
        	
                 
      

              	
                6.11

              	
                Investment
      Representations 

              	
                37

              


      

       

      
        	
                 
      

              	
                6.12

              	
                No
      Currently Expected Claims 

              	
                37

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VIIACTION PRIOR TO THE CLOSING
DATE37

              


      

       

      
        	
                 
      

              	
                7.1

              	
                Access
      to Information 

              	
                37

              


      

       

      
        	
                 
      

              	
                7.2

              	
                Notifications 

              	
                38

              


      

       

      
        	
                 
      

              	
                7.3

              	
                Consents
      of Third Parties; Governmental Approvals 

              	
                38

              


      

       

      
        	
                 
      

              	
                7.4

              	
                Operations
      Prior to the Closing Date 

              	
                39

              


      

       

      
        	
                 
      

              	
                7.5

              	
                Antitrust
      Law Compliance 

              	
                42

              


      

       

      
        	
                 
      

              	
                7.6

              	
                Client
      Consents 

              	
                42

              


      

       

      
        	
                 
      

              	
                7.7

              	
                Fund
      Approvals 

              	
                43

              


      

       

      
        	
                 
      

              	
                7.8

              	
                Approval
      of Exempt Fund Clients 

              	
                43

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VIIIADDITIONAL AGREEMENTS44

              


      

       

      
        	
                 
      

              	
                8.1

              	
                Employee
      Matters 

              	
                44

              


      

       

      
        	
                 
      

              	
                8.2

              	
                Insurance;
      Risk of Loss 

              	
                47

              


      

       

      
        	
                 
      

              	
                8.3

              	
                Section
      15 of the Investment Company Act 

              	
                47

              


      

       

      
        	
                 
      

              	
                8.4

              	
                Covenant
      Not to Compete 

              	
                47

              


      

       

      
        	
                 
      

              	
                8.5

              	
                Confidentiality;
      Covenant Not to Solicit 

              	
                48

              


      

       

      
        	
                 
      

              	
                8.6

              	
                Relief
      for Violation 

              	
                49

              


      

       

      
        	
                 
      

              	
                8.7

              	
                Client
      Fees 

              	
                49

              


      

       

      
        	
                 
      

              	
                8.8

              	
                Transfer
      Expenses 

              	
                49

              


      

       

      
        	
                 
      

              	
                8.9

              	
                Fees
      of Independent Fiduciary 

              	
                49

              


      

       

      
        	
                 
      

              	
                8.10

              	
                338(h)(10)
      Election 

              	
                49

              


      

       

      
        	
                 
      

              	
                8.11

              	
                Intellectual
      Property 

              	
                49

              


      

       

      
        	
                 
      

              	
                8.12

              	
                Audited
      Financials 

              	
                50

              


      

       

      
        	
                 
      

              	
                8.13

              	
                AMR
      Plans 

              	
                50

              


      

       

      
        	
                 
      

              	
                8.14

              	
                Transition
      Services Agreement 

              	
                50

              


      

       

      
        	
                 
      

              	
                ARTICLE
      IXCONDITIONS PRECEDENT TO OBLIGATIONS OF
BUYER50

              


      

       

      
        	
                 
      

              	
                9.1

              	
                No
      Misrepresentation or Breach of Covenants and
    Warranties 

              	
                51

              


      

       

      
        	
                 
      

              	
                9.2

              	
                No
      Restraint 

              	
                51

              


      

       

      
        	
                 
      

              	
                9.3

              	
                Governmental
      Approvals 

              	
                51

              


      

       

      
        	
                 
      

              	
                9.4

              	
                No
      Litigation 

              	
                51

              


      

       

      
        	
                 
      

              	
                9.5

              	
                Closing
      Revenue Run-Rate 

              	
                51

              


      

       

      
        	
                 
      

              	
                9.6

              	
                New
      Management Contracts 

              	
                51

              


      

       

      
        	
                 
      

              	
                9.7

              	
                Closing
      Date Deliveries 

              	
                52

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XCONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND THE
      COMPANY52

              


      

       

      
        	
                 
      

              	
                10.1

              	
                No
      Misrepresentation or Breach of Covenants and
    Warranties 

              	
                52

              


      

       

      
        	
                 
      

              	
                10.2

              	
                No
      Restraint 

              	
                52

              


      

       

      
        	
                 
      

              	
                10.3

              	
                Governmental
      Approvals 

              	
                52

              


      

       

      
        	
                 
      

              	
                10.4

              	
                No
      Litigation 

              	
                52

              


      

       

      
        	
                 
      

              	
                10.5

              	
                Closing
      Revenue Run-Rate 

              	
                53

              


      

       

      
        	
                 
      

              	
                10.6

              	
                New
      Management Contracts 

              	
                53

              


      

       

      
        	
                 
      

              	
                10.7

              	
                Section
      15 Compliance 

              	
                53

              


      

       

      
        	
                 
      

              	
                10.8

              	
                Closing
      Date Deliveries 

              	
                53

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XIINDEMNIFICATION53

              


      

       

      
        	
                 
      

              	
                11.1

              	
                Indemnification
      by Seller 

              	
                53

              


      

       

      
        	
                 
      

              	
                11.2

              	
                Indemnification
      by Buyer 

              	
                55

              


      

       

      
        	
                 
      

              	
                11.3

              	
                Notice
      of Claims 

              	
                57

              


      

       

      
        	
                 
      

              	
                11.4

              	
                Determination
      of Amount 

              	
                57

              


      

       

      
        	
                 
      

              	
                11.5

              	
                Third
      Person Claims 

              	
                59

              


      

       

      
        	
                 
      

              	
                11.6

              	
                Limitations 

              	
                60

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XIITERMINATION61

              


      

       

      
        	
                 
      

              	
                12.1

              	
                Termination 

              	
                61

              


      

       

      
        	
                 
      

              	
                12.2

              	
                Notice
      of Termination 

              	
                62

              


      

       

      
        	
                 
      

              	
                12.3

              	
                Effect
      of Termination 

              	
                62

              


      

       

      
        	
                 
      

              	
                12.4

              	
                Right
      to Specific Performance 

              	
                62

              


      

       

      
        	
                 
      

              	
                ARTICLE
      XIIIGENERAL PROVISIONS62

              


      

       

      
        	
                 
      

              	
                13.1

              	
                Survival
      of Representations and Warranties 

              	
                62

              


      

       

      
        	
                 
      

              	
                13.2

              	
                Governing
      Law 

              	
                62

              


      

       

      
        	
                 
      

              	
                13.3

              	
                No
      Public Announcement 

              	
                62

              


      

       

      
        	
                 
      

              	
                13.4

              	
                Notices 

              	
                63

              


      

       

      
        	
                 
      

              	
                13.5

              	
                Successors
      and Assigns 

              	
                64

              


      

       

      
        	
                 
      

              	
                13.6

              	
                Access
      to Records after Closing 

              	
                64

              


      

       

      
        	
                 
      

              	
                13.7

              	
                Entire
      Agreement; Amendments 

              	
                65

              


      

       

      
        	
                 
      

              	
                13.8

              	
                Interpretation 

              	
                65

              


      

       

      
        	
                 
      

              	
                13.9

              	
                Waivers 

              	
                66

              


      

       

      
        	
                 
      

              	
                13.10Expenses66

              


      

       

      
        	
                 
      

              	
                13.11Partial
      Invalidity66

              


      

       

      
        	
                 
      

              	
                13.12Execution
      in Counterparts66

              


      

       

      
        	
                 
      

              	
                13.13Further
      Assurances66

              


      

       

      
        	
                 
      

              	
                13.14Disclaimer
      of Warranties66

              


      

       

      



      
        
          
            
              	 
      	
                      --

                    	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      


      Exhibits

      


      Exhibit
A                                Transition
Services

      
        	
                Exhibit
      B

              	
                [Reserved]

              


      

      
        	
                Exhibit
      C

              	
                [Reserved]

              


      

      Exhibit
D                                Form
of Client Consent Notice

      Exhibit
E                                Form
of ERISA Client Notice

      Exhibit
F                                Form
of Exempt Fund Client Notice

      Exhibit
G                                Travel
Privileges Agreement

      Exhibit
H                                [Reserved]

      Exhibit
I                                AAdvantage
Participation Agreement

      


      


      List of
Schedules

      


      Schedules

      


      3.3                      Net
Working Capital

      5.2                      Qualifications
to Conduct Business

      5.3                      Subsidiary
and Investments

      5.4(b)                      No
Conflicts

      5.5                      Financial
Statements; Exceptions

      5.6                      Operations
Since Financial Statements Date

      5.7                      Taxes

      5.8                      Governmental
Permits

      5.9                      Assets
Under Management

      5.10                      Real
Property

      5.11                      Personal
Property Leases

      5.12                      Intellectual
Property Matters

      5.14                      Violation,
Litigation or Regulatory Action of the Company

      5.15                      Contracts

      5.16                      Status
of Contracts

      5.17(a)                      Welfare
Plans and Pension Plans

      5.17(c)                      Compliance
of Welfare Plans and Pension Plans

      5.17(d)                      Other
Employee Benefits

      5.18                      Employee
Relations and Agreements

      5.19                      Insurance

      5.20                      Broker

      5.21                      Investment
Adviser Registration

      5.24(a)                      Fund
Agreements

      5.24(b)                      No
Regulatory Action

      5.24(g)                      Fund
Taxation

      5.27                      Undisclosed
Liabilities

      5.28                      Transactions
With Affiliates

      6.3                      Violation,
Litigation or Regulatory Action of Buyer

      6.5                      Broker

      7.4(b)                      Operations
Prior to Closing Date; Methodology for Pre-Closing Dividends

      8.1(c)                      Buyer’s
Benefit Programs

      8.1(d)                      Unused
Vacation and Bonus Programs


      
        
          
            933225

            
              	 
      	 
      	 
      


            

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      STOCK
PURCHASE AGREEMENT

      


      THIS
STOCK PURCHASE AGREEMENT, dated as of April 16, 2008, is by and among American
Beacon Advisors, Inc., a Delaware corporation (the “Company”), and
Lighthouse Holdings, Inc., a Delaware corporation (“Buyer”), and AMR
Corporation, a Delaware corporation and sole stockholder of the Company (“AMR” or “Seller”).

      


      PRELIMINARY
STATEMENT:

      


      WHEREAS,
AMR is the owner of all of the outstanding shares of capital stock of the
Company, and AMR desires to sell, and Buyer desires to purchase 1,000 shares
(the “Shares”)
of the issued and outstanding common stock, $1.00 par value per share (the
“Common Stock”)
constituting all of the issued and outstanding Common Stock of the Company, all
on the terms and subject to the conditions set forth herein; and

      


      WHEREAS,
the Company is a registered investment adviser under the Advisers Act (as
defined below) and is in the business of providing Investment Management
Services (the “Business”);

      


      NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, it is hereby agreed as follows:

      


      ARTICLE
I                                

       

      DEFINITIONS

       

      1.1 Definitions. In this Agreement, the
following terms have the meanings specified or referred to in this Section 1.1 and shall
be equally applicable to both the singular and plural forms.  Any
agreement referred to below shall mean such agreement as amended, supplemented
and modified from time to time to the extent permitted by the applicable
provisions thereof and by this Agreement.

       

      “338(h)(10)
Election” has the meaning specified in Section
8.10.

      


      “AA”
has the meaning specified in Section
5.18(a).

      


      “AAdvantage
Participation Agreement” means the AAdvantage Participation Agreement
dated as of the Closing Date between AA and the Company in the form attached
hereto as Exhibit
I.

      


      “Accounting
Firm” has the meaning specified in Section
3.3(c).

      


      “Adjusted
Assets Under Management” means, for any Client account as of any date,
the amount, expressed in U.S. dollars, of assets under management by such Person
in each such account as of such date, calculated in the same manner as provided
for the calculation of base investment management fees payable to such Person or
an Affiliate in respect of such account by the terms of the Management Contract
applicable to such account; provided in each case
that:

      


      (I)            additions,
contributions, withdrawals, redemptions and repurchases to such Client account
shall be taken into account upon the earlier of when notice of such additions,
contributions, withdrawals, redemptions or repurchases is provided to the
Company (or, with respect to the Funds, to the Funds or their transfer agents)
and when funded to or from such account;

      


      (II)            any
assets under management for any account for which the Person in question or an
Affiliate acts as investment adviser and sub-adviser shall be counted only once;
and

      


      (III)            any
assets under management for any set of accounts one of which invests in the
other shall be counted only once (except to the extent additional revenue is
earned) if the Person in question or an Affiliate acts as investment adviser to
both accounts.

      


      “Advisers
Act” means the Investment Advisers Act of 1940, as amended.

      


      “Affected
Employees” has the meaning specified in Section
8.1(a).

      


      “Affiliate”
means, with respect to any Person, any other Person which directly or indirectly
controls, is controlled by or is under common control with such
Person.

      


      “Alternative
Benefit Programs” has the meaning specified in Section
8.1(c).

      


      “American
Beacon Funds” means each of the Large Cap Value Fund, International
Equity Fund, Small Cap Value Fund, Balanced Fund, Emerging Markets Fund, Mid-Cap
Value Fund, Large Cap Growth Fund, Small Cap Value Opportunity Fund,
International Equity Index Fund, S&P 500 Index Fund, Small Cap Index Fund,
Money Market Fund, U.S. Government Money Market Fund, High Yield Bond Fund,
Intermediate Bond Fund, Enhanced Income Fund, Short Term Bond Fund and Treasury
Inflation Protected Securities Fund of the American Beacon Funds
Trust.

      


      “American
Beacon Funds
Trust” means the
American Beacon Funds, a Massachusetts business trust.

       

      “American
Beacon Master Funds” means the Master Money Market Portfolio Fund and the
Master U.S. Government Money Market Portfolio Fund of the Master
Trust.

      


      “AMR”
has the meaning specified in the first paragraph of this Agreement.

      


      “AMR
Equity Awards” has the meaning specified in Section
8.1(l).

      


      “APEP”
collectively means American Private Equity Partners, L.P., a Delaware limited
partnership, American Private Equity Partners II, L.P., a Delaware limited
partnership and American Private Equity Partners III, L.P., a Delaware limited
partnership.

      


      “Applicable
Law” means any federal, state, local or foreign law, statute, ordinance,
rule or regulation of any Governmental Body.

      


      “Base
Date” means March 31, 2008.

      


      “Base Net
Working Capital Amount” means $5,000,000.  For the avoidance of
doubt, the Base Net Working Capital Amount does not include the Company’s
payment obligations under Section
8.1(k).

      


      “Base
Revenue Run-Rate” means the Revenue Run-Rate for the Company and the
Subsidiary as of the Base Date.

      


      “Business”
has the meaning specified in the second “WHEREAS” clause of this
Agreement.

      


      “Business
Agreements” has the meaning specified in Section
5.16.

      


      “Business
Day” shall mean any day that is not a Saturday, Sunday, legal holiday or
other day on which commercial banks in New York, New York are authorized or
required by law to close.

      


      “Buyer”
has the meaning specified in the first paragraph of this Agreement.

      


      “Buyer
Ancillary Agreements” means all agreements, instruments and documents
being or to be executed and delivered by Buyer under this Agreement or in
connection herewith.

      


      “Buyer
Group Member” means Buyer and its Affiliates, their respective directors,
officers, employees and agents, each person who controls any of them within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
and their respective successors and permitted assigns.

      


      “Buyer’s
Benefit Programs” has the meaning specified in Section
8.1(c).

      


      “Calculation
Date” means a date within five (5) Business Days prior to the Closing
Date.

      


      “Claim
Notice” has the meaning specified in Section
11.3.

      


      “Client”
means each Person who is a party to a Management Contract other than the Company
or its Subsidiary.

      


      “Client
Consent” means the requisite consent or deemed consent of each Client of
the Company (other than the Funds and the Exempt Fund Clients) to a change in
control of the Company in connection with the transactions contemplated by this
Agreement, as required by the Advisers Act or the Investment Company Act, and
the respective rules and regulations promulgated thereunder, as interpreted by
any relevant no-action letters or similar pronouncements issued by the SEC or
its staff; provided, that in the
case of the Related Clients and ERISA Clients, “Client Consent” means the entry
by such Clients into respective new Management Contracts as contemplated by
Sections 9.6
and 10.6.

      


      “Closing”
means the closing of the transfer of the Shares from AMR to Buyer.

      


      “Closing
Date” has the meaning specified in Section
4.1.

      


      “Closing
Cash Purchase Price” has the meaning specified in Section
3.1.

      


      “Closing
Revenue Run-Rate” means the Revenue Run-Rate for the Company and the
Subsidiary generated by Adjusted Assets Under Management of the Company as of
the Calculation Date held by clients from whom the Company has received Client
Consents, held by Funds which have effected Fund Approvals and held by Exempt
Fund Clients which have effected Exempt Fund Client Approvals.

      


      “Code”
means the Internal Revenue Code of 1986, as amended.

      


      “Common
Stock” has the meaning specified in the first “WHEREAS” clause in this
Agreement.

      


      “Company”
has the meaning specified in the first paragraph of this Agreement.

      


      “Company
Ancillary Agreements” means all agreements, instruments and documents
being or to be executed and delivered by AMR or the Company under this Agreement
or in connection herewith.

      


      “Company
Intellectual Property Rights” has the meaning specified in Section
5.12(a).

      


      “Confidentiality
Agreement” means that certain letter agreement dated December 20, 2007,
as amended.

      


      “Copyrights”
has the meaning specified in Section
5.12.

      


      “Court
Order” means any judgment, order, award or decree of any foreign,
federal, state, local or other court or tribunal and any award in any
arbitration proceeding.

      


      “Encumbrance”
means any lien, claim, charge, security interest, mortgage, pledge, easement,
conditional sale or other title retention agreement, defect in title or other
restrictions of a similar kind.

      


      “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

      


      “ERISA
Client” has the meaning specified in Section
5.9(c).

      


      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

      


      “Exempt
Fund Client” means each Client that is excepted from the definition of
investment company by virtue of Section 3(c)(1) or 3(c)(7) of the Investment
Company Act, including, but not limited to: APEP; Cash Plus Trust, a
Massachusetts business trust; American Beacon Global Funds SPC, a Cayman Islands
segregated corporation; and American Beacon Global Funds, PLC, a public limited
company organized under the laws of Ireland.

      


      “Exempt
Fund Client Approval” means the requisite consent of each Exempt Fund
Client of the Company to the change in control of the Company in connection with
the transactions contemplated by this Agreement as required by the Advisers Act
and the rules and regulations promulgated thereunder, as interpreted by any
relevant no-action letters or similar pronouncements issued by the SEC or its
staff, including, where required, any notice to, or approval of such consent by,
Exempt Fund Client Investors as required by Applicable Law or the organizational
documents of an Exempt Fund Client.

      


      “Exempt
Fund Client Investor” has the meaning specified in Section
7.8.

      


      “Existing
Policy” has the meaning specified in Section
8.2(b).

      


      “Expenses”
means any and all reasonable out-of-pocket expenses incurred in connection with
defending or asserting any claim, action, suit or proceeding incident to any
matter indemnified against hereunder (including court filing fees, court costs,
arbitration fees or costs, witness fees and reasonable fees and disbursements of
legal counsel, expert witnesses, accountants and other
professionals).

      


      “Final
Cash Purchase Price” has the meaning specified in Section
3.1.

      


      “Financial
Statements” means the unaudited consolidated balance sheet of the Company
and the Subsidiary as of the Financial Statements Date, and the related
statement of income for the fiscal year then ended, included in Schedule
5.5.

      


      “Financial
Statements Date” means December 31, 2007.

      


      “Fund
Agreements” has the meaning specified in Section
5.24(a).

      


      “Fund
Approvals” means the requisite Fund Board Approvals and Fund Shareholder
Approvals in connection with the transactions contemplated by this Agreement as
required by the Investment Company Act and the rules and regulations thereunder,
as interpreted by any relevant no-action letters or similar pronouncements
issued by the SEC or its staff.

      


      “Fund
Board Approvals” means, with respect to each Fund that is a Client of the
Company as of the date of this Agreement, the due consideration and approval by
the board of trustees of the Trust under which such Fund has been formed,
including where required the requisite approval of a majority of the trustees
who are not parties thereto or Interested Persons of any such party, of (i) a
new advisory agreement to be in effect with the Company from and after the
Closing on terms substantially identical in all material respects (and identical
as to fees) to the Management Contract existing between the Company and such
Fund as of the date of this Agreement (collectively, the “New Fund Advisory
Agreements”), (ii) a new administrative services agreement, if there is
in effect as of the date hereof an existing administration agreement to which
the Company is a party with respect to such Fund, to be in effect with the
Company from and after the Closing on terms substantially identical in all
materials respects (and identical as to fees) to such existing administration
agreement and (iii) the composition of the board of trustees of the respective
Trust under which such Fund has been formed, effective as of (and subject to)
the Closing, to satisfy the requirements of Section 15(f) of the Investment
Company Act, including by the addition of a sufficient number of trustees who
are not Interested Persons of Buyer or the Company who shall have been selected
by the existing trustees of such Trust who are not such Interested
Persons.

      


      “Fund
Financial Statements” has the meaning specified in Section
5.24(h).

      


      “Fund
Regulatory Documents” has the meaning specified in Section
5.24(f).

      


      “Fund
Shareholder Approvals” means approval of the shareholders of each Fund
for which Fund Board Approval is obtained of (i) such New Fund Advisory
Agreement approved by the board of trustees of the Trust under which such Fund
is formed and (ii) such board composition approved by such board of trustees, in
each case as described in the definition of “Fund Board Approvals”, including
the preparation and mailing to such shareholders a proxy statement describing
the transactions contemplated hereby, such New Fund Advisory Agreement and such
board composition arrangements, and by holding the shareholder meeting as
promptly as practicable.

      


      “Funds”
means American Beacon Master Funds, the American Beacon Funds, Mileage Funds and
Select Funds.

      


      “GAAP”
means United States generally accepted accounting principles, consistently
applied in Seller’s financial statements, in effect at the date of the financial
statement to which it refers.

      


      “Governmental
Body” means any foreign, federal, state, local or other governmental
authority or regulatory body.

      


      “Governmental
Permits” has the meaning specified in Section
5.8.

      


      “HSR
Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

      


      “Immediate
Family” means, with respect to any natural person, (a) such person’s
spouse, parents, grandparents, children, grandchildren and siblings and (b) such
person’s former spouse(s) and current spouses of such person’s children,
grandchildren and siblings and (c) estates, trusts, partnerships and other
entities of which substantially all of the interest is held directly or
indirectly by the foregoing.

      


      “Indebtedness”
means (a) all indebtedness for borrowed money, (b) any other indebtedness that
is evidenced by a note, bond, debenture or similar instrument, (c) all
obligations under financing leases, (d) all obligations in respect of
acceptances issued or created,  (e) any guarantees of the Indebtedness
of other Persons and (f) all restricted cash or cash equivalent balances. For
the avoidance of doubt Indebtedness does not include amounts owed pursuant to
Section
8.1(k).

      


      “Indemnified
Party” has the meaning specified in Section
11.3.

      


      “Indemnitor”
has the meaning specified in Section
11.3.

      


      “Intellectual
Property Rights” has the meaning specified in Section
5.12.

      


      “Interested
Person” has the meaning specified in the Investment Company
Act.

      


      “Investment
Company Act” means the Investment Company Act of 1940, as
amended.

      


      “Investment
Management Services” means any services which involve (i) the management
of an investment account or fund (or portions thereof or a group of investment
accounts or funds) for compensation, (ii) the giving of advice or the provision
of administration services with respect to the investment and/or reinvestment of
assets or funds (or any group of assets or funds) for compensation or (iii)
otherwise acting as an “investment adviser” within the meaning of the Advisers
Act, and performing activities related or incidental thereto.

      


      “Knowledge
of the Company” means, as to a particular matter, the actual knowledge of
the following persons: William F. Quinn, Douglas G. Herring, Michael Fields,
Wyatt Crumpler, Brian Brett, Becky Harris, Rosemary Behan, Terri McKinney, Bo
Ragsdale and Donna Merchant.

      


      “Leases”
has the meaning specified in Section
5.10(b).

      


      “Losses”
means any and all out-of-pocket losses, costs, settlement payments, awards,
judgments, fines, penalties, damages, expenses, deficiencies or other charges,
it being understood that, Losses shall not include punitive damages other than
punitive damages owed to a third party.

      


      “Management
Contract” means each investment management, advisory, sub-advisory or
administration contract relating to Investment Management Services provided by
the Company or the Subsidiary.

      


      “Master
Trust” means the American Beacon Master Trust, a Massachusetts business
trust.

      


      “Material
Adverse Effect” means any change, effect, event, occurrence, state of
facts or development that (a) is materially adverse to the business, financial
condition or results of operations of the Company and its Subsidiary, taking
Company and Subsidiary together as a whole, or (b) would materially impair the
ability of the Company to perform its obligations under this Agreement;
provided, however, that none of the following shall be deemed in themselves,
either alone or in combination, to constitute, and none of the following shall
be taken into account in determining whether there has been or will be, a
Material Adverse Effect: (i) any adverse change, effect, event, occurrence,
state of facts or development to the extent attributable to the announcement or
pendency of the transactions contemplated by this Agreement (including any
cancellations of or delays in customer orders, any reduction in sales, any
disruption in supplier, distributor, partner or similar relationships or any
loss of employees); (ii) any adverse change, effect, occurrence, state of facts
or developments attributable to conditions affecting the industries in which the
Company participates, the U.S. economy as a whole or foreign economies in any
locations where the Company or the Subsidiary has material operations or sales
to the extent that they do not have a materially disproportionate effect on the
Company and the Subsidiary taken as a whole; (iii) any adverse change, effect,
occurrence, state of facts or developments  resulting from or relating
to compliance with the terms of, or the taking of any action required by, this
Agreement; or (iv) any adverse change, effect, occurrence, state of facts or
developments arising from or relating to any change in GAAP or any change in
Applicable Law, or the interpretation thereof to the extent that they do not
have a materially disproportionate effect on the Company and the Subsidiary
taken as a whole.

      


      “Mileage
Funds” means the Money Market Mileage Fund series of the Mileage Funds
Trust.

      


      “Mileage
Funds Trust” means the American Beacon Mileage Funds, a Massachusetts
business trust.

      


       “Net
Working Capital” means an amount equal to (i) the value of the assets
classified as current assets of the Company and the Subsidiary in accordance
with GAAP and which are acquired by Buyer hereunder, minus (ii) the value of the
liabilities classified as current liabilities of the Company and the Subsidiary
in accordance with GAAP as set forth on Schedule
3.3.  For this purpose, (i) current assets shall not include
(A) deferred Tax assets or (B) the portion of the cash and cash equivalents
balance equal to the total amount of the Company's payment obligations under
Section 8.1(k);
and (ii) current liabilities shall not include the Company's payment obligations
under Section
8.1(k).

      


      “Net
Working Capital Adjustment Amount” has the meaning specified in Section
3.2.

      


      “Net
Working Capital Adjustment Report” has the meaning specified in Section
3.3(b).

      


      “New Fund
Advisory Agreements” has the meaning specified in the definition of “Fund
Board Approvals”.

      


      “Notice”
has the meaning specified in Section
7.6(a).

      


      “Obligation”
has the meaning specified in Section
8.13.

      


      “Parent” shall mean Lighthouse
Holdings Parent, Inc. a Delaware corporation and parent company of
Buyer.

      


      “Party”
means each of Buyer, the Company and AMR.

      


      “Patents”
has the meaning specified in Section
5.12.

      


      “Pension
Plan” means any pension plan, as defined in Section 3(2) of
ERISA.

      


      “Permitted
Encumbrances” means (a) liens for Taxes and other governmental charges
and assessments which are not yet due and payable, (b) liens of landlords and
liens of carriers, warehousemen, mechanics and materialmen and other like liens
arising in the ordinary course of business for sums not yet due and payable, (c)
Encumbrances identified on the Schedules to this Agreement, (d) source code
escrow agreements for Software owned by the Company or the Subsidiary, and (e)
other Encumbrances or imperfections on property which are not material in amount
or do not materially detract from the value of or materially impair the existing
use of the property affected by such lien or imperfection.

      


      “Person”
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization or
Governmental Body.

      


      “Pharos”
means Pharos Capital Group, LLC, a Delaware limited liability company and its
Affiliates.

      


      “Plans”
has the meaning specified in Section
5.17(a).

      


      “Pre-Closing
Cash Dividends” means cash dividends paid or to be paid by the Company to
AMR after the date hereof and prior to the Closing as permitted under Section
7.4(b)(v).

      


      “Pre-Closing
Dividends” means dividends paid or to be paid by the Company to AMR after
the date hereof and prior to the Closing in the aggregate amount consistent with
Section
7.4(b)(v).

      


      “Pre-Closing
Tax Period” means (i) any Tax period ending on or prior to the Closing
Date and (ii) the portion of any Straddle Period ending on the Closing
Date.

      


      “Princeton
Funds Distributors, Inc.” means the Princeton Funds Distributors, Inc., a
Delaware corporation.

      


      “Properties”
has the meaning specified in Section
5.10(b).

      


      “Purchase
Price Allocation” has the meaning specified in Section
8.10.

      


      “Quantitative
Master Series, LLC” means the Quantitative Master Series Trust, a
Delaware limited liability company.

      


      “Related
Client” has the meaning specified in Section
5.9(a)(i).

       

      “Revenue
Run-Rate” means, as of any date for any Person, the aggregate annualized
investment advisory, subadvisory, administration, shareholder servicing, 12b-1
or similar fees computed primarily by reference to assets under management that
are payable to such Person or an Affiliate in respect of all Client accounts as
to which such Person provides any of the foregoing services, determined by
multiplying the Adjusted Assets Under Management for each such account as of
such date by the applicable annual fee rate for such account as of such date.
For purposes of this definition, the “applicable annual fee rate” for each
account shall not include the effect of any performance-based fees or
adjustments thereto or any extraordinary revenue items, and shall be reduced to
take account of any then applicable fee waiver, expense reimbursement or rebate,
or any reallowance of administration or shareholder servicing, 12b-1 or other
such fees to any Person in connection with such account.

       

      “SEC” means the United States
Securities and Exchange Commission.

       

      “Securities
Act” means the Securities Act of 1933, as amended.

      


      “Select
Funds” means each of the Money Market Select Fund and the U.S. Government
Money Market Fund series of the Select Funds Trust.

      


      “Select
Funds Trust” means the American Beacon Select Funds, a Massachusetts
business trust.

      


      “Seller”
has the meaning specified in the first paragraph of this Agreement.

      


      “Seller
Group Member” means Seller and its Affiliates, their respective
directors, officers, employees and agents, each person who controls any of them
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, and their respective successors and permitted
assigns.

      


      “Seller’s
Accountant” has the meaning specified in Section
3.3(c).

      


      “Seller’s
Medical Plans” has the meaning specified in Section
8.1(e).

      


      “Seller
Party” has the meaning specified in Section
8.4.

      


      “Shares”
has the meaning specified in the first “WHEREAS” clause of this
Agreement.

      


      “Shortfall”
means the amount, if any, by which the amount of debt financing received by
Buyer to pay the Closing Cash Purchase Price is less than $180,000,000.

      


      “Software”
means computer software programs and software systems, including, without
limitation, all databases, compilations, tool sets, compilers, higher level
“proprietary” languages, related documentation and materials, whether in source
code, object code or human readable form; provided, however, that
Software does not include software that is available generally through consumer
retail stores or distribution networks or is otherwise subject to “shrink-wrap”
license agreements including, without limitation, any software pre-installed in
the ordinary course of business as a standard part of hardware purchased by the
Company or the Subsidiary.

      


      “State
Street Master Funds” means the State Street Master Funds, a Massachusetts
common law trust.

      


      “Stock
Consideration” means a number of shares of Class B Common Stock, $0.01
par value per share, of Parent that represents, at the Closing, 10% of the
issued and outstanding capital stock of Parent (excluding, for the purpose of
this calculation, any shares of Class A Common Stock issued as consideration for
additional equity to cover a Shortfall).

      


      “Stockholders’
Agreement” means the Stockholders’ Agreement, as may be amended from time
to time, dated as of the Closing Date by and among Parent, Seller, TPG, Pharos
and TCW.

      


      “Straddle
Period” means any Tax period beginning before and ending after the
Closing Date.

      


      “Subsidiary”
means American Private Equity Management, L.L.C., a Delaware limited liability
company, which serves as general partner of, but not investment manager to,
APEP.

      


      “Tax”
(and, with correlative meaning, “Taxes”) means all
taxes, however denominated, including any federal, state, local or foreign
income, gross receipts, property, sales, use, license, excise, franchise,
employment, payroll, withholding, alternative or add-on minimum, ad valorem,
value added, transfer or excise tax, or any other tax, custom, duty,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest or penalty (including any penalties imposed in
respect of any failure to comply with tax reporting obligations), imposed by any
Governmental Body.

      


      “Tax
Return” means any return, report or similar statement required to be
filed with respect to any Tax (including any attached schedules), including,
without limitation, any information return, claim for refund, amended return or
declaration of estimated Tax.

      


      “TCW”
means TCW/Crescent Mezzanine Partners, V L.P., a Delaware limited partnership,
TCW/Mezzanine Partners VB, L.P., a Delaware limited partnership and TCW/Crescent
Mezzanine Partners VC, L.P., a Delaware limited partnership and their
Affiliates.

      


      “Third
Party Rights” has the meaning specified in Section
5.12(c).

      


      “TPG”
means TPG Partners V, L.P., a Delaware limited partnership and its
Affiliates.

      


      “Trademarks”
has the meaning specified in Section
5.12.

      


      “Trade
Secrets” has the meaning specified in Section
5.12(g).

      


      “Transition
Services Agreement” means the Transition Services Agreement, in form and
substance satisfactory to Buyer and Seller, dated as of the Closing Date by and
among Buyer, Seller and the Company, pursuant to which Seller shall agree to
provide the Company with certain transition services, including, without
limitation, those set forth in Exhibit A. Seller shall price each of the
services at the direct cost (excluding overhead and allocated costs) of such
service to Seller.  Annual costs for recurring services shall not
exceed $700,000, exclusive of employee benefit costs and migration
costs.  The cost for services not reflected on Exhibit A shall be
determined consistent with similar services reflected on Exhibit A.

      


      “Transfer
Expenses” has the meaning specified in Section
8.8.

      


      “Travel
Privileges Agreement” means the Travel Privileges Agreement dated as of
the Closing Date between AA and the Company in the form attached hereto as Exhibit
G.

      


      “Trusts”
means the Master Trust, American Beacon Funds Trust, Mileage Funds Trust and
Select Funds Trust.

      


       “Welfare
Plan” means any welfare plan, as defined in Section 3(1) of
ERISA.

      


      ARTICLE
II                                

       

      PURCHASE
AND SALE

       

      2.1 Purchase
and Sale of the Shares. 

       

       On
the terms and subject to the conditions set forth in this Agreement, AMR hereby
agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer hereby
agrees to purchase from AMR, the Shares, free and clear of all
Encumbrances.

       

      ARTICLE
III                                

       

      PURCHASE
PRICE

       

      3.1 Purchase Price.


       

       The
purchase price for the Shares shall be an amount in cash equal to $450,000,000,
reduced by Company Indebtedness as of the Closing Date (the “Closing Cash Purchase
Price”), subject to adjustment following the Closing in accordance with
Sections 3.2,
and 3.3 (as so
adjusted, the “Final
Cash Purchase Price”), and the Stock Consideration.  The
Closing Cash Purchase Price shall be paid by Buyer pursuant to Section 4.2
hereof.

       

      3.2 Working Capital Adjustment
to Purchase Price. 

       

       The
Closing Cash Purchase Price shall be (i) reduced in the event and to the extent
that Net Working Capital, as of the Closing, is less than the Base Net Working
Capital Amount and (ii) increased in the event and to the extent that Net
Working Capital, as of the Closing, is greater than the Base Net Working Capital
Amount, the amount of any such deduction from, or increase in, the Closing Cash
Purchase Price being referred to herein as the “Net Working Capital
Adjustment Amount.”

       

      3.3 Determination of the Working
Capital Adjustment Amount.

       

      (a) Attached
as Schedule 3.3
is a spreadsheet illustrating the calculation of Net Working
Capital.  The parties agree that the Net Working Capital as of the
Closing shall be calculated in a manner consistent with the calculation Net
Working Capital as set forth on Schedule
3.3.

       

      (b) On or
before the later of January 31, 2009, or the date ninety (90) days following the
Closing Date, Buyer shall prepare and deliver to Seller a report (the “Net Working Capital
Adjustment Report”) setting forth (i) the Net Working Capital and the Net
Working Capital Adjustment Amount, if any, as of the Closing Date and (ii)
Buyer’s computation of each such item.

       

      (c) Seller
and/or a firm of independent public accountants designated by Seller (“Seller’s Accountant”)
will be entitled to reasonable access during normal business hours to the
relevant records and working papers of the accountants assisting in the
preparation of the Net Working Capital Adjustment Report to aid in their review
of the Net Working Capital Adjustment Report.  The Net Working Capital
Adjustment Report will be deemed to be accepted by and shall be conclusive for
purposes of determining the Net Working Capital Adjustment Amount except to the
extent, if any, that Seller or Seller’s Accountant shall have delivered within
thirty (30) days after the date on which the Net Working Capital Adjustment
Report is delivered to Seller, a written notice to Buyer stating each and every
item to which Seller takes exception, specifying in reasonable detail the nature
and extent of any such exception (it being understood that any amounts not
disputed shall be paid promptly).  If a change proposed by Seller is
disputed by Buyer, then Buyer and Seller shall negotiate in good faith to
resolve such dispute.  If, after a period of thirty (30) days
following the date on which Seller gives Buyer notice of any such proposed
change, any such proposed change still remains disputed, then Seller and Buyer
shall submit such dispute to Deloitte & Touche, LLP (the “Accounting Firm”) for
resolution.  The Accounting Firm shall act as an arbitrator to
determine, based solely on presentations by Buyer and Seller, and not by
independent review, only those issues still in dispute with respect to
calculation of the Net Working Capital Adjustment Amount.  The
decision of the Accounting Firm shall be final and binding, shall be in
accordance with the provisions of this Section 3.3 and shall
be the exclusive remedy of the parties with respect to any disputes with respect
to the calculation of the Net Working Capital Adjustment Amount.  All
of the fees and expenses of the Accounting Firm shall be borne equally by Buyer
and Seller.

       

      (d) The Net
Working Capital Adjustment Amount, if any, shall be paid within fifteen (15)
days following the applicable date of final determination of the Net Working
Capital Adjustment Amount.  Any Net Working Capital Adjustment Amount
shall be paid as follows:

       

      (A) if the
Net Working Capital Adjustment Amount results in a reduction of the Closing Cash
Purchase Price and thus is to be paid by Seller to Buyer, an amount in cash
equal to the Net Working Capital Adjustment Amount shall be paid by wire
transfer of immediately available funds to an account specified by Buyer in
writing to Seller.

       

      (B) if the
Net Working Capital Adjustment Amount results in an increase in the Closing Cash
Purchase Price and thus is to be paid by Buyer to Seller, an amount in cash
equal to the Net Working Capital Adjustment Amount shall be paid by wire
transfer of immediately available funds to an account or accounts specified by
Seller in writing to Buyer.

       

      (C) Any
payment required to be made pursuant to this Section 3.3(d) shall
be made together with interest thereon from the Closing Date to the date of
payment at the rate of interest per annum equal to the prime rate in effect on
the Closing Date as reported in The Wall Street
Journal.

       

      ARTICLE
IV                                

       

      CLOSING

       

      4.1 Closing Date.


       

      The
Closing shall be consummated on the second Business Day after the conditions set
forth in Articles IX and X have been satisfied
or waived, at the offices of Kelly Hart & Hallman LLP, 201 Main Street,
Suite 2400, Fort Worth, Texas or at such other time and place as shall be agreed
upon by Buyer and Seller provided, however, that without
the consent of Seller, the Closing shall not be consummated after December 31,
2008.  The time and date on which the Closing is actually held is
referred to herein as the “Closing
Date”.

       

      4.2 Payment on the Closing
Date. 

       

      Subject
to fulfillment or waiver (where permissible) of the applicable conditions set
forth in Article
IX, at the Closing Buyer shall pay Seller an amount equal to the Closing
Cash Purchase Price by wire transfer of immediately available funds to a bank
account or accounts specified by Seller and shall issue to Seller the Stock
Consideration.

       

      4.3 Buyer’s Additional Closing
Date Deliveries. 

       

      Subject
to fulfillment or waiver (where permissible) of the applicable conditions set
forth in Article
IX, at the Closing Buyer shall deliver to Seller all of the
following:

       

      (a) Certificate
of Incorporation of Buyer, certified as of a recent date by the Secretary of
State of Delaware;

       

      (b) Certificate
of good standing of Buyer, issued as of a recent date by the Secretary of State
of Delaware;

       

      (c) The
certificate contemplated by Section 10.1, duly
executed by a duly authorized officer of Buyer;

       

      (d) Duly
executed original counterparts on behalf of Buyer and/or the Company of the
Transition Services Agreement, Travel Privileges Agreement, and AAdvantage
Participation Agreement;

       

      (e) Duly
executed original counterparts on behalf of parent of the Stockholders’
Agreement; and

       

      (f) Each of
the other instruments or documents required to be delivered by Buyer
hereunder.

       

      4.4 Seller’s Closing Date
Deliveries. 

       

      Subject
to fulfillment or waiver (where permissible) of the applicable conditions set
forth in Article
X, at the Closing Seller shall deliver to Buyer all of the
following:

       

      (a) Certificates
of incorporation and formation of the Company and of the Subsidiary, each
certified as of a recent date by the Secretary of State of
Delaware;

       

      (b) Certificates
of good standing of the Company and of the Subsidiary, each issued as of a
recent date by the Secretary of State of Delaware;

       

      (c) Certificate
of incorporation, as amended, of AMR, certified as of a recent date by the
Secretary of State of Delaware;

       

      (d) A
certificate of good standing of AMR, issued as of a recent date by the Secretary
of State of Delaware;

       

      (e) The
certificate contemplated by Section 9.1, duly
executed by a duly authorized officer of Seller;

       

      (f) Certificates
representing the Shares, duly endorsed in blank or accompanied by stock powers
duly executed by AMR;

       

      (g) Duly
executed original counterparts on behalf of AMR of the Transition Services
Agreement, and the Stockholders’ Agreement;

       

      (h) Duly
executed original counterparts of the AAdvantage Participation Agreement and the
Travel Privileges Agreement, executed on behalf of AA;

       

      (i) Certificate
of the secretary or an assistant secretary of AMR, dated the Closing Date, in
form and substance reasonably satisfactory to Buyer, as to (i) the receipt of
Client Consents or Fund approvals contemplated in Sections 7.6, 7.7 and 7.8; and (ii) the
amount of the Closing Revenue Run-Rate as contemplated in Section
9.5;

       

      (j) Duly
executed employment agreements between the Company and each of William F. Quinn
and Michael Fields, on terms and conditions customary in the Business and
reasonably acceptable to Buyer, Seller and such persons;

       

      (k) Duly
executed letters of resignation of each of the directors of the Company and
Subsidiary; and

       

      (l) Each of
the other instruments or documents required to be delivered by the Company
hereunder.

       

      ARTICLE
V                                

       

      REPRESENTATIONS
AND WARRANTIES OF SELLER 

       

      As an
inducement to Buyer to enter into this Agreement and to consummate the
transactions contemplated hereby, Seller and the Company, jointly and severally,
represent and warrant to Buyer as follows:

      


      5.1 Organization of AMR.


       

      AMR is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.

       

      5.2 Organization; Capital
Structure of the Company; Power and Authority.

       

      (a) Each of
the Company and the Subsidiary is a corporation or limited liability company, as
the case may be, duly organized, validly existing and in good standing under the
laws of the State of Delaware.  Each of the Company and the Subsidiary
is duly qualified to transact business and is in good standing in each
jurisdiction listed on Schedule 5.2 and in
each other jurisdiction where the character of its properties owned or held
under lease or the nature of its activities makes such qualifications necessary,
except where the failure to be so qualified or in good standing would not
reasonably be expected to have a Material Adverse Effect.  Each of the
Company and the Subsidiary has the corporate or limited liability company, as
the case may be, power and authority to own or lease and operate its assets and
to carry on its business in the manner that it was conducted immediately prior
to the date of this Agreement.

       

      (b) The
authorized capital stock of the Company consists of 1,000 shares of Common
Stock, par value $1.00 per share, of which 1,000 shares are issued and
outstanding.  AMR owns beneficially and of record all the outstanding
capital stock of the Company, free and clear of all Encumbrances.  All
such capital stock is duly authorized, validly issued and outstanding, fully
paid and nonassessable, and free of preemptive rights.  Except for
this Agreement, there are no commitments to issue or sell any shares of capital
stock or any securities or obligations convertible into or exercisable or
exchangeable for, or giving any Person any right to acquire from AMR or the
Company, any shares of capital stock of the Company, and no such securities or
obligations are outstanding. There are no voting trusts, voting agreements or
other similar agreements or understandings outstanding with respect to the
Shares.

       

      5.3 Subsidiaries and
Investments. 

       

      Except
for (i) ownership of capital stock or equity interests of the Subsidiary as set
forth on Schedule
5.3, (ii) any investments not in excess of 1% in the aggregate of any
class of capital stock or other equity interest of any Person which may be held
in the investment portfolio of the Company, and (iii) ownership of capital stock
or equity interests of APEP, the Company does not, directly or indirectly, own,
of record or beneficially, or have any right to acquire any outstanding equity
interests in any corporation, partnership, joint venture or other
entity.  The Company owns, beneficially and of record, all the
outstanding membership interests of the Subsidiary, free and clear of all
Encumbrances.  All such membership interests are duly authorized,
validly issued and outstanding, fully paid and nonassessable, and free of
preemptive rights.  The Subsidiary has no commitment to issue or sell
any equity interests or any securities or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to acquire from
the Subsidiary, any equity interests and no such securities or obligations are
outstanding.  The sole business of the Subsidiary is to serve as
general partner of APEP for which it receives a management and administration
fee and is entitled to an incentive reallocation of certain
profits.

       

      5.4 Authority of Seller;
Conflicts.

       

      (a) Each of
AMR and the Company has the corporate power and corporate authority to execute,
deliver and perform this Agreement and each of the Company Ancillary Agreements
to which it is a party.  The execution, delivery and performance of
this Agreement and the Company Ancillary Agreements to which it is a party by
each of AMR and the Company have been duly authorized and approved by the board
of directors of AMR and the Company and do not require any further authorization
or consent of the Company or AMR or their respective
stockholders.  This Agreement has been duly authorized, executed and
delivered by AMR and the Company and (assuming the valid authorization,
execution and delivery of this Agreement by Buyer) is the legal, valid and
binding obligation of AMR and the Company enforceable against each in accordance
with its terms, and each of the Company Ancillary Agreements to which it is a
party has been duly authorized by AMR and/or the Company, as applicable, and
upon execution and delivery by AMR and/or the Company, as applicable, will be
(assuming the valid authorization, execution and delivery by Buyer, where Buyer
is a party, or the other party or parties thereto) a legal, valid and binding
obligation of AMR and/or the Company, as applicable, enforceable against each in
accordance with its terms, subject, in the case of the Agreement and each of the
Company Ancillary Agreements, to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general application relating to or affecting
creditors’ rights and to general equity principles.

       

      (b) Except as
set forth in Schedule
5.4(b), neither the execution and delivery of this Agreement or any of
the Company Ancillary Agreements or the consummation of any of the transactions
contemplated hereby or thereby nor compliance with or fulfillment of the terms,
conditions and provisions hereof or thereof will:

       

      (i) assuming
the receipt of all necessary consents and approvals and the filing of all
necessary documents as described in Section 5.4(b)(ii),
result in a breach of the terms, conditions or provisions of, or constitute a
default, an event of default or an event creating rights of acceleration,
termination or cancellation or a loss of rights under, or result in the creation
or imposition of any Encumbrance upon any of the securities or any of the assets
of the Company or the Subsidiary, under (1) the charter or by-laws or other
applicable organizational documents of AMR, the Company or the Subsidiary, (2)
any material contract, agreement, note, bond, instrument, mortgage, lease,
license, franchise or financial obligation to which AMR, the Company or the
Subsidiary is a party or any of their respective properties is subject or by
which AMR, the Company or the Subsidiary is bound, (3) any Court Order to which
AMR, the Company or the Subsidiary is a party or any of their respective
properties is subject or by which AMR, the Company or the Subsidiary is bound or
(4) any Applicable Law affecting AMR, the Company or the Subsidiary or any of
their respective properties, or

       

      (ii) require
the approval, consent, authorization or act of, or the making by AMR, the
Company or any Subsidiary of any notice, declaration, filing, permit or
registration with, any Person, except (1) in connection, or in compliance, with
the provisions of the HSR Act, and (2) such approvals, consents, authorizations,
declarations, filings or registrations the failure of which to be obtained or
made would not reasonably be expected to materially impair the Company’s or the
Subsidiary’s ability to conduct its business in the manner that it was conducted
immediately prior to the date hereof, materially impair the ability of the
Company to perform its obligations hereunder or prevent the consummation of any
of the transactions contemplated hereby.

       

      5.5 Financial Statements.


       

      Schedule 5.5 contains
(i) the unaudited consolidated balance sheets of the Company and the Subsidiary
as of the Financial Statements Date, December 31, 2004, December 31, 2005 and
December 31, 2006 and the unaudited consolidated statements of income of the
Company and the Subsidiary for the years then ended, and (ii) the unaudited
consolidated balance sheets of the Company and the Subsidiary as of March 31,
2007 and 2008 and the unaudited statements of income of the Company and the
Subsidiary for the three-month periods then ended. Such balance sheets and
statements of income have been prepared in conformity with GAAP (except that the
financial statements do not contain footnotes), and such balance sheets and
related statements of income present fairly in accordance with GAAP, in all
material respects, the financial position and results of operations of the
Company and the Subsidiary, as of their respective dates and for the respective
periods covered thereby subject, in the case of the financial statements
referred to in clause (ii), to normal year-end adjustments (provided that such
adjustments are not material, either individually or in the
aggregate).

       

      5.6 Operations Since Financial
Statements Date. 

       

      Except as
set forth in Schedule
5.6, since the Financial Statements Date, there have been no changes in
the business, assets, results of operations or condition (financial or other) of
the Company and the Subsidiary which have had or would reasonably be expected to
have a Material Adverse Effect.  Except as set forth in Schedule 5.6, from
the Financial Statements Date, the Company and the Subsidiary have conducted the
Business only in the ordinary course and neither the Company nor the Subsidiary
has taken any action that, if taken during the period from the date hereof
through the Closing Date, would constitute a breach of Section 7.4; provided, that, for
the purposes of this Section 5.6
references to “the date hereof” in Section 7.4 shall be
deemed to refer to the Financial Statements Date.

       

      5.7 Taxes.  

       

      Except as
set forth on Schedule
5.7, (i) the Company and the Subsidiary have filed or participated in the
timely filing of all material Tax Returns required to have been filed on or
before the date hereof and have paid in a timely manner (or there has been
timely paid on its behalf) all Taxes required to be paid by or in respect of it
(including withholding Taxes required to be paid or withheld) and have
established reserves in accordance with GAAP for any other Taxes in respect of
Pre-Closing Tax Periods; (ii) neither the Company nor the Subsidiary has waived
any statute of limitations in respect of Taxes of the Company or the Subsidiary,
pursuant to a waiver currently in effect; (iii) no issues that have been raised
in writing against the Company or the Subsidiary, or in respect of which the
Company or the Subsidiary could be liable for Tax, by any taxing authority in
connection with the Company or the Subsidiary are currently pending; and (iv)
all deficiencies asserted in writing or assessments made in writing by any
taxing authority have been fully satisfied by payment or fully withdrawn. Except
for the tax sharing arrangement between the Company and AMR, there are no tax
sharing or allocation agreements in effect as between the Company or any
predecessor or Affiliate thereof under which Buyer, the Company or Subsidiary
could be liable for any Taxes. As of the Closing Date, the Company will have
paid all amounts owed by it under the tax sharing arrangement with AMR and that
arrangement will be terminated on or prior to the Closing Date.

       

      5.8 Governmental Permits.


       

      Except as
set forth in Schedule
5.8, the Company and the Subsidiary own, hold or possess all licenses,
franchises, permits, privileges, immunities, approvals and other authorizations
from a Governmental Body that are necessary to entitle them to own or lease,
operate and use their assets and to carry on and conduct the Business
substantially as conducted immediately prior to the date of this Agreement
(herein collectively called “Governmental
Permits”), except for such Governmental Permits as to which the failure
to so own, hold or possess would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Each of the
Company and the Subsidiary has complied in all material respects with all terms
and conditions of the Governmental Permits and, to the Knowledge of the Company,
no condition exists that with notice or lapse of time or otherwise would
constitute a default under or would result in non-compliance in any material
respect with the terms of any such Governmental Permit.  The
Governmental Permits are in full force and effect and are not subject to any
suspension, cancellation, modification, revocation or any proceedings or
investigations related thereto, and, to the Knowledge of the Company, no such
suspension, cancellation, modification, revocation, proceedings or investigation
is threatened.

       

      5.9 Assets Under
Management. 

       

      (a) The
aggregate Adjusted Assets Under Management by the Company and the Subsidiary as
of the Base Date are accurately set forth in Schedule
5.9.  Also set forth in Schedule 5.9 is a
list as of the Base Date of all Management Contracts, setting forth with respect
to each such Management Contract:

       

      (i) the name
of the Client under such Management Contract, indicating (A) any such Client
(other than any ERISA Client) that is AMR or an Affiliate of AMR, and (B) any
ERISA Client that is, holds the “plan assets” of, or acts on behalf of, an
employee benefit plan maintained by AMR or an Affiliate of AMR (any Person
described in clause (A) or (B), a “Related
Client”);

       

      (ii) the state
(or, if such Client is not a U.S. citizen, the country) of which such Client is
a citizen or resident (in the case of individuals) or domiciled (in the case of
entities);

       

      (iii) the
amount of Adjusted Assets Under Management pursuant to such Management Contract
at the Base Date, and the nature of the Investment Management Services provided
(e.g., discretionary or non-discretionary, advisory or administrative, whether
any of such assets are the subject of a sub-advisory arrangement and, if so, the
identity of the sub-adviser, etc.); and

       

      (iv) the fee
schedule in effect with respect to such Management Contract (including
identification of any applicable sub-components of such fees, e.g., investment
management fees, fees for any other services, etc., as applicable), and a
description of any fees payable by the underlying Client in connection with
Investment Management Services (or other services) provided by the Company or
the Subsidiary other than pursuant to such Management Contract.

       

      Except as
set forth in Schedule
5.9, there are no contracts, agreements, arrangements or understandings
pursuant to which the Company or any Subsidiary has undertaken or agreed to cap,
waive, offset, reimburse or otherwise reduce any or all fees or charges payable
by or with respect to any of the Clients set forth in Schedule 5.9 or
pursuant to any of the contracts set forth in Schedule
5.9.  Except as set forth in Schedule 5.9, the
Company has not received written notice from any Client of the Company (or, in
the case of any Clients that are collective investments vehicles, underlying
investors therein, as applicable) of its intention to terminate or materially
reduce its investment relationship with the Company or the Subsidiary, or adjust
the fee schedule with respect to any Management Contract in a manner which would
reduce the fees payable to the Company or the Subsidiary in connection with such
Client relationship and, to the Knowledge of the Company, no client has any
intention to terminate or materially reduce its investment relationship with the
Company or the Subsidiary, or adjust the fee schedule with respect to any
Management Contract in a manner which would reduce the fees payable to the
Company or the Subsidiary in connection with such Client
relationship.

      


      (b) Except as
set forth in Schedule
5.9, neither the Company nor the Subsidiary has any Management Contract
or other arrangement with respect to which amounts payable to the Company or the
Subsidiary are based on performance or otherwise provide for compensation on the
basis of a share of capital gains upon or capital appreciation of the funds (or
any portion thereof) of any Client.

       

      (c) Each
Client to which the Company provides Investment Management Services that is (i)
an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject
to Title I of ERISA, (ii) a person acting on behalf of such a plan or (iii) an
entity whose assets include the assets of such a plan, within the meaning of
ERISA and applicable regulations (an “ERISA Client”) has
been managed by the Company such that the Company in the exercise of management
is in compliance in all material respects with the applicable requirements of
ERISA.  Schedule 5.9
identifies each Client that is an ERISA Client.  The Company is, and there
has been no event or occurrence that has resulted or would reasonably be
expected to result in the Company failing to continue to qualify as, a
qualified professional asset manager within the meaning of
Part V(a) of Prohibited Transaction Class Exemption 84-14, as
amended.  With the Company as the qualified professional asset
manager, the
condition of Part I(g) of Prohibited Transaction Class Exemption 84-14, as amended, is,
and there has been no event or occurrence that has resulted or would reasonably
be expected to result in such condition failing to be,
satisfied.

       

      (d) Each
Client to which the Company provides Investment Management Services that is
registered as an investment company under the Investment Company Act (including,
in the case of any “series” investment company, each series thereof) and each
Exempt Fund Client is so identified on Schedule
5.9.  Other than the Funds and the Exempt Fund Clients, neither
the Company nor the Subsidiary provides Investment Management Services to or
through (i) any issuer or other Person that is an investment company (within the
meaning of the Investment Company Act), (ii) any issuer or other Person that
would be an investment company (within the meaning of the Investment Company
Act) but for the exemptions contained in Section 3(c)(1), Section 3(c)(7), the
final clause of Section 3(c)(3) (common trust funds) or the third or fourth
clauses of Section 3(c)(11) (single or collective trusts for qualified plans) of
the Investment Company Act, or (iii) any issuer or other Person that is or is
required to be registered under the laws of the appropriate securities
regulatory authority in the jurisdiction in which the issuer is domiciled (other
than the United States or the states thereof), which is or holds itself out as
engaged primarily in the business of investing, reinvesting or trading in
securities.

       

      (e) The
Company has not received written notice from any Client of any material dispute
between the Company or the Subsidiary and any Client of the Company or the
Subsidiary and, to the Knowledge of the Company, no material dispute exists
between the Company or the Subsidiary and any Client of the Company or the
Subsidiary.

       

      (f) Except as
set forth in Schedule
5.9, no exemptive orders, “no-action” letters or similar exemptions or
regulatory relief have been obtained, nor are any requests pending therefor, by
or with respect to the Company, AMR or any Fund, or any officer, director,
partner or employee of the Company or the Funds or employees of AA seconded to
the Company, in connection with the business of the Company or the Funds, or by
or with respect to any Client of the Company or the Subsidiary in connection
with the provision of Investment Management Services to such
Client.

       

      (g) All
performance information provided, presented or made available by the Company to
any Client or potential Client has complied in all material respects with
Applicable Law and the Company maintains all documentation necessary to form the
basis for, demonstrate or recreate the calculation of the performance or rate of
return of all accounts that are included in a composite (current and historical
performance results) as required by Applicable Law.

       

      5.10 Real
Property.

       

      (a) Neither
the Company nor the Subsidiary owns any real property or holds any option to
acquire any real property.

       

      (b) Schedule 5.10 sets
forth a list of each lease or similar agreement under which the Company or the
Subsidiary is lessee of, or holds or operates, any real property owned by any
third Person (the “Properties”).  Copies
of all leases of Properties (the “Leases”) have been
made available to Buyer.  Each Lease is valid, binding and enforceable
in accordance with its terms, is in full force and effect, affords the Company
or the Subsidiary, as applicable, peaceful and undisturbed possession of the
subject matter thereof and has not been modified, amended, or altered, in
writing or otherwise.  There is not with respect to any such Leases
any existing default or event that, with notice or lapse of time or both, would
constitute a default or event of default on the part of the Company or the
Subsidiary or, to the Knowledge of the Company, on the part of any other party
thereto, except such defaults or events of default or other events that would
not result in a Material Adverse Effect, and, to the Knowledge of the Company,
there is no existing default by any other party to any Lease.  The
performance by the Company of this Agreement will not result in the termination
of, or in any increase of any amounts payable under, any of the
Leases.  Except as set forth in Schedule 5.10, none
of AMR, the Company or the Subsidiary has assigned any of the Leases and has not
sublet all or any portion of its leased premises under any of the
Leases.

       

      5.11 Personal Property
Leases. 

       

      Schedule 5.11
contains as of the date of this Agreement a list of each lease or other
agreement or right under which either the Company or the Subsidiary is lessee
of, or holds or operates, any machinery, equipment, vehicle or other tangible
personal property owned by a third Person, except those which are terminable by
the Company or the Subsidiary without penalty on notice of sixty (60) days or
less or which provide for annual rental payments of less than
$100,000.  The Company or the Subsidiary, as applicable, holds a valid
leasehold interest or other right in the properties leased or held pursuant to
such leases, agreements or rights.

       

      5.12 Intellectual
Property.  

       

      Schedule 5.12
contains a complete and accurate list of all registered and unregistered
copyrights and applications therefor (including renewals) (the “Copyrights”),
registered and unregistered trademarks and applications therefor (including
renewals) (the “Trademarks”),
registered and unregistered service marks and applications therefor (including
renewals), patents, patent applications (including renewals), patent disclosures
(together with all re-issuances, continuations, continuations in part, revisions
and extensions), patent rights (collectively, the “Patents”), inventions
and discoveries (whether or not patentable and whether or not reduced to
practice), trade names, trade name rights, trade dress and corporate names
(together with all translations, adaptations, derivations and combinations
thereof) or other similar rights used or useable in the Business, including,
specifically, the name (and any similar name), logos, trademarks, service marks,
or other similar rights used in connection with the Business (whether or not
owned or licensed), and all licenses, sublicenses, agreements and permissions to
or from third parties with respect to the foregoing or rights related thereto
and, in each case, which is material to the Business (collectively, the “Intellectual Property
Rights”).  Such list includes, where applicable, the record
owner, jurisdiction and registration and/or application number, and date issued
(or filed) for each of the foregoing.  As to the Trademarks, Schedule 5.12
describes (i) those marks currently owned by AA that are being assigned to the
Company, and (ii) those marks currently owned but not used by the Company that
are being assigned to AMR. Except as set forth in Schedule
5.12:

       

      (a) the
Company exclusively owns or possesses adequate and enforceable rights to use,
without payment to a third party, all of the Intellectual Property Rights and
Trade Secrets (as defined below), that are used in or necessary for the conduct
of the Business (“Company Intellectual
Property Rights”) free and clear of all Encumbrances;

       

      (b) all
Patents, Trademarks and Copyrights included in the Company Intellectual Property
Rights which are issued by or registered with, as applicable, the U.S. Patent
and Trademark Office, the U.S. Copyright Office or any similar office or agency
anywhere in the world are currently in compliance in all material respects with
formal legal requirements and are valid and enforceable;

       

      (c) there are
no pending, or, to the Knowledge of the Company, threatened claims against the
Company alleging that the operation of the Business or any of the Company
Intellectual Property Rights infringes, misappropriates or conflicts with the
rights of others (“Third Party
Rights”);

       

      (d) neither
the Business nor the Company Intellectual Property Rights infringes,
misappropriates or conflicts with any Third Party Right;

       

      (e) the
Company has not received any communications alleging that the Company or the
Subsidiary has violated or, by conducting its business, would infringe,
misappropriate or violate any Third Party Rights or that any of the Company
Intellectual Property Rights are invalid or unenforceable;

       

      (f) to the
Knowledge of the Company, no third party is violating, misappropriating or
infringing any of the Company’s Intellectual Property Rights;

       

      (g) the
Company has taken all reasonable security measures to protect the secrecy,
confidentiality and value of any trade secrets it may own (the “Trade
Secrets”).  No material Trade Secrets have been disclosed by
the Company to any person or entity other than employees or contractors
performing services for the Company who had a need to know and use such Trade
Secrets in the course of their employment or contract
performance.  The Company has the right to use, free and clear of
claims of third parties, all of the Trade Secrets.  To the Knowledge
of the Company, no third party has asserted that the use by either the Company
or the Subsidiary of any Trade Secrets misappropriates or violates any Third
Party Right;

       

      (h) To the
Knowledge of the Company, any Software owned or used by the Company and the
Subsidiary is free from any material uncorrected defects or programming or
documentation errors, and the Company is not aware of the existence of any
material defects or viruses that would cause an interruption to the operation of
such Software;

       

      (i) The
Company and the Subsidiary have complied and are complying in all material
respects with all Applicable Laws and contractual obligations and their own
internal policies applicable to privacy, data security and data
protection.  The Company and the Subsidiary have implemented
reasonable backup and disaster recovery technology consistent with normal
industry practice.  The Company and the Subsidiary have not
experienced any losses or theft of data; and

       

      (j) Except
for the Intellectual Property Rights licensed to the Company pursuant to the
AAdvantage Participation Agreement, Seller does not own or control any Company
Intellectual Property Rights material to the operation of the
business.

       

      5.13 Assets. 

       

      (a)            Except
for assets disposed of in the ordinary course of business since the Financial
Statements Date, the Company and the Subsidiary have valid title to each item of
machinery, equipment and other tangible or intangible property reflected on the
Financial Statements as owned by the Company and the Subsidiary, free and clear
of all Encumbrances, except for Permitted Encumbrances.  All items of
machinery, equipment or other tangible personal property of the Company are
usable in the ordinary course of business.

       

      (b)            The
Company and the Subsidiary taken as a whole have ownership of or rights in, free
and clear of Encumbrances (except Permitted Encumbrances), all of the assets,
properties and rights (including all books and records), and have access to all
services provided by the Seller or by contractors of the Seller to the Company
as of the date hereof, used in or necessary for the conduct of their business in
all material respects as currently conducted or reasonably anticipated to be
conducted, including without limitation those assets set forth in Schedule
5.13.

       

      5.14 No Violation, Litigation or
Regulatory Action. 

       

      Except as
set forth in Schedule
5.14:

       

      (a) the
Company and the Subsidiary have complied, in all material respects, with all
Applicable Laws and Court Orders;

       

      (b) there are
no lawsuits, claims, suits, proceedings or investigations pending or, to the
Knowledge of the Company, threatened against the Company or the Subsidiary or
affecting the properties or assets of the Company or the Subsidiary, or, as to
matters related to the Company or the Subsidiary, against any officer, director,
stockholder or employee performing services for the Company or the Subsidiary in
their respective capacities in such positions;

       

      (c) there are
no lawsuits, claims, suits, proceedings or investigations pending or, to the
Knowledge of the Company, threatened relating to the termination of or
limitation of the rights of the Company under or with respect to the Company’s
registration under the Advisers Act, the Company’s ability to act as a qualified
professional asset manager within the meaning of
Part V(a) of Prohibited Transaction Class Exemption 84-14, as amended,
or any similar or related rights under any registrations or qualifications with
various states or other jurisdictions; and

       

      (d) there are
no lawsuits, claims, suits, proceedings or investigations pending or, to the
Knowledge of the Company, threatened against the Company or the Subsidiary that
question the legality of the transactions contemplated by this Agreement or any
of the Company Ancillary Agreements or that are reasonably expected to
materially impair the ability of the Company to perform its obligations
hereunder or prevent the consummation of the transactions contemplated
hereby.

       

      5.15 Contracts.  Except as set
forth in Schedule
5.15 or any other Schedule hereto, as of the date of this Agreement,
neither the Company nor the Subsidiary is a party to or bound by:

       

      (a) any
Management Contract or any other contract for the provision of Investment
Management Services or other similar services;

       

      (b) any
contract or agreement for the provision of services to Clients of the Company or
the Subsidiary, other than Investment Management Services (e.g., tax preparation
or similar services);

       

      (c) other
than Management Contracts, any contract or agreement providing for the
indemnification by the Company or the Subsidiary of any Person with respect to
liabilities, whether absolute, accrued, contingent or otherwise that would be
material to the Business;

       

      (d) any plan
or contract providing for bonuses, pensions, options, stock (or other beneficial
interest) purchases (or other securities or phantom equity purchases), incentive
compensation, deferred compensation, retirement payments, profit sharing,
severance or the like;

       

      (e) any
employment contract or contract for services which is not terminable at will by
the Company or the Subsidiary without liability for any penalty or severance
payment (excluding any liability or obligation imposed by statute (e.g.,
COBRA));

       

      (f) any
contract or agreement with any investment or research consultant, solicitor or
sales agent, or otherwise with respect to the referral of business to the
Company or the Subsidiary (including without limitation any agreement with
respect to solicitation of prospective investors in any of the
Funds);

       

      (g) any
license agreement (as licensor or licensee) (other than any such agreement the
subject matter of which is off-the-shelf, commercially available software),
including without limitation any source code agreements for Software owned by
the Company or the Subsidiary;

       

      (h) any
contract for the purchase by the Company or the Subsidiary of services,
supplies, components or equipment which involved the payment of more than
$50,000 in the year ended December 31, 2007;

       

      (i) any loan
agreements, promissory notes, indentures, bonds, security agreements, guarantees
or obligations for Indebtedness or other instruments involving Indebtedness in
an amount in excess of $100,000;

       

      (j) any
partnership, joint venture or other similar agreement or
arrangement;

       

      (k) any
agreement containing any covenant or provision prohibiting the Company or the
Subsidiary or any employee who performs services for the Company from engaging
in any line or type of business, competing with any Person or operating in any
geographical area, including by means of a grant of exclusivity (except for such
agreements which shall not apply to the Company or the Subsidiary or any such
employee upon Closing);

       

      (l) any
contract or agreement to cap fees, share fees or other payments, share expenses,
waive fees or to reimburse or assume any or all fees or expenses thereunder that
would be material to the Business, taken as a whole;

       

      (m) any
contract or agreement (other than shareholder servicing agreements, the revenues
and expenses of which are accurately reflected in the management projections
shown to  Buyer, consistent with the assumptions underlying the
composition and amount of AUM contained therein, which are consistent with
historical trends) that provides for aggregate annual future payments by the
Company or the Subsidiary of more than $50,000 or that has an unexpired term
exceeding one year and that may not be canceled upon sixty (60) days’ or less
notice without any liability, penalty or premium, or that provides for the
payment of royalties to a third party;

       

      (n) any
contract or agreement that was entered into by the Company or the Subsidiary
with a stockholder, officer, director or employee of the Company or the
Subsidiary or, to the Knowledge of the Company, any family member or Affiliate
of any of the foregoing;

       

      (o) any
collective bargaining or similar agreement; or

       

      (p) any
contract or agreement relating to the redemption or purchase of capital stock or
all or substantially all of the assets of the Company or equity interests of the
Subsidiary or any acquisition, merger or similar agreement.

       

      5.16 Status of Contracts.


       

      Except as
set forth in Schedule
5.16 or in any other Schedule hereto, each of the leases, contracts,
licenses and other agreements listed in Schedules 5.9, 5.10, 5.11, 5.12 and 5.15 (collectively,
the “Business
Agreements”) is in full force and effect.  Neither the Company
nor the Subsidiary is in or, to the Knowledge of the Company, alleged to be in
breach or default under any of the Business Agreements, and, to the Knowledge of
the Company, no other party to any such Business Agreement is in or is alleged
to be in breach or default in any material respect thereunder.

       

      5.17 ERISA.

       

      (a) Each
Welfare Plan, Pension Plan, bonus, profit sharing, deferred compensation,
incentive compensation, stock ownership, stock purchase, stock option, phantom
stock or other equity-based or other employee benefit plan and each employment,
retention, consulting, change in control, termination or severance plan,
program, arrangement or agreement, maintained or established in connection with
the Business, in which at least one employee performing services for the Company
participates (whether or not subject to ERISA) is listed on Schedule 5.17(a) (the
“Plans”), and
the Company has made available to Buyer either a true and correct copy of each
such Plan, all material amendments or modifications to any such Plan or a
current summary plan description used in connection with such
Plan.  With respect to any Pension Plan maintained by AMR or the
Company that is subject to Title IV of ERISA, there has not been a plan
termination or any other event that would cause the Company or the Subsidiary to
incur liability under Sections 4062, 4063, 4064, 4067 or 4069 of ERISA or to
have a lien imposed on its assets under Section 4068 of ERISA.  The
Company has never maintained and has never been obligated to contribute to a
multiemployer plan (as defined in Section 3(37) of ERISA).

       

      (b) No event
or condition has occurred that would reasonably be expected to give rise to a
material liability of the Company as a result of the termination of a pension
plan subject to Title IV of ERISA, any failure to contribute to any pension plan
subject to Section 412 of the Code or the withdrawal or any other event with
respect to a multiemployer plan or multiple employer plan subject to Title IV of
ERISA.

       

      (c) Except as
set forth in Schedule
5.17(c), with respect to each Welfare Plan and Pension Plan listed on
Schedule
5.17(a), (i) each such plan has been maintained and operated in
compliance in all material respects with the applicable requirements of the Code
and ERISA and the regulations issued thereunder and (ii) no litigation or
asserted claims against the Company exist with respect to any such plan other
than claims for benefits in the normal course of business.

       

      (d) Any
employee benefits other than those listed in Schedule 5.17(a)
relating to the Business which are in effect on the Closing Date and as to which
the Company has or may have in the future any liability (other than regular
wages or salary), such as any fringe benefits described in Section 132 of the
Code and any education assistance plans under Section 127 of the Code are listed
in Schedule
5.17(d), and any written document which exists with respect to any such
employee benefit has been made available to Buyer by the Company.

       

      5.18 Employee Relations and
Agreements. 

       

      (a) Schedule 5.18
contains a true and complete listing, as of a recent date, of all employees of
American Airlines, Inc. (“AA”) who are seconded
to the Company and whose annual base salaries exceed $100,000, their annual base
salary and date of hire.  Since the Financial Statements Date, except
as disclosed on Schedule 5.18 or as
has occurred in the ordinary course of business and consistent as to timing and
amount with past practices, AA has not:  (i) increased the
compensation payable or to become payable to or for the benefit of any of the
employees seconded to the Company, (ii) provided any of the employees seconded
to the Company with increased security or tenure of employment, (iii) increased
the amount payable to any of the employees seconded to the Company upon the
termination of such persons’ employment, or (iv) increased, augmented or
improved benefits granted to or for the benefit of any of the employees seconded
to the Company under any bonus, incentive compensation (including any
equity-based compensation), profit sharing, pension, retirement, deferred
compensation, insurance or other direct or indirect benefit plan or
arrangement.  Neither the Company nor the Subsidiary has any
employees.

       

      (b) Except as
set forth in Schedule
5.18, neither AMR, AA nor the Company is a party to or bound by any labor
contract or collective bargaining agreement affecting employees seconded by AA
to the Company.

       

      (c) Except as
set forth in Schedule
5.18, no union or similar organization represents employees of AA
seconded to the Company and, to the Knowledge of the Company, no such
organization is attempting to organize such employees.

       

      (d) Except as
set forth in Schedule
5.18, no director, officer or employee of AA seconded to the Company or
the Subsidiary is a party to any Plan that entitles him or her to compensation
or other consideration upon the acquisition by any Person of control of the
Company or any Subsidiary or upon the closing of the transactions contemplated
hereby.

       

      (e) Neither
the Company nor the Subsidiary is a party to, or otherwise bound by, any consent
decree with, or citation by, any Governmental Body relating to employee or
employment practices.

       

      (f) The
Company and the Subsidiary are in compliance with all Applicable Laws relating
to employment, including, without limitation, Applicable Laws relating to
discrimination, hours of work and the payment of wages or overtime wages and
there are no complaints, lawsuits, or other proceedings pending or, to the
Knowledge of the Company, threatened against the Company or the Subsidiary
brought by or on behalf of any applicant for employment, any current or former
employee, any current or former employee of AA seconded to the Company or any
class of the foregoing, relating to any such Applicable Law or regulation, or
alleging breach of any express or implied contract of employment, wrongful
termination of employment, or alleging any other discriminatory, wrongful or
tortuous conduct in connection with the employment relationship.

       

      (g) Since
December 31, 2007, no key employee of AA seconded to the Company has terminated,
or given notice of his or her intent to terminate, employment.

       

      5.19 Insurance.


       

      AMR or
the Company currently maintain the insurance policies and coverages set forth in
Schedule
5.19.  The insurance provided under such insurance policies is
in such amounts, with such deductibles and against such risks and losses as are
reasonable in respect of the operations of the Business.  Such
insurance policies are in full force and effect and all premiums due and payable
thereon have been paid in full, and no written notice of cancellation or
termination has been received with respect to any such insurance policy, which
has not been replaced on substantially similar terms prior to the date of such
cancellation.  Except as set forth in Schedule 5.19, there
are no material outstanding claims under any such insurance policy.

       

      5.20 No Brokers.


       

      Except
for the fees and commissions set forth in Schedule 5.20, for
which AMR is solely responsible, none of AMR, the Company or the Subsidiary nor
any Person acting on behalf of any of them has paid or become obligated to pay
any fee or commission to any broker, finder or intermediary for or on account of
the transactions contemplated by this Agreement.

       

      5.21 Registration as Investment
Adviser.

       

      (a) The
Company is duly registered as an investment adviser under the Advisers Act and
the rules and regulations thereunder and has completed notice filings for each
state listed in Schedule 5.21, which
jurisdictions are the only jurisdictions wherein the Company is required to make
such filings.

       

      (b) The
Company has filed a Form ADV with the SEC in accordance with the Advisers Act,
which Form at the time of filing was, and as amended and supplemented is, in
effect pursuant to the requirements of the Advisers Act.  The Company
has heretofore made available to Buyer copies of its Form ADV as amended or
supplemented. The Company and each of its investment adviser representatives (as
such term is defined in Rule 203A-3(a) under the Advisers Act) have, and until
the time of the Closing will have, all material Governmental Permits required in
order for them to conduct the Business in the manner presently
conducted.  None of the Company, the Subsidiary or any of such
representatives is subject to any material limitation imposed in connection with
one or more of the Governmental Permits. Except as set forth on Schedule 5.21, none
of the Company, the Subsidiary or, in connection with their service to the
Company or the Subsidiary, any of their respective directors or officers or the
employees of AA seconded to them, is registered or required to be registered as
a broker or dealer, a commodity trading adviser, a commodity pool operator, a
futures commission merchant, an introducing broker, a registered representative
or associated person, a counseling officer, an insurance agent, a sales person
or in any similar capacity with the SEC, the Commodity Futures Trading
Commission, the National Futures Association, the Financial Industry Regulatory
Authority, Inc. (or its predecessor, the National Association of Securities
Dealers, Inc.), the securities commission of any state or any other
self-regulatory body.  Except as set forth on Schedule 5.9, no
person, other than full-time employees of AA seconded to the Company, renders
Investment Management Services to or on behalf of Clients or solicits Clients
with respect to the provision of Investment Management Services by either the
Company or the Subsidiary.  Those officers and employees of the
Company and the Subsidiary who are required to be licensed or registered for the
activities conducted by them in respect of the Business are and at all times
since January 1, 2003 have been duly licensed or registered in each state or
jurisdiction in which and with each Governmental Body with whom such licensing
or registration is so required.  Each such registration or license is
in full effect, except where the failure to be so licensed or registered,
individually or in the aggregate, would not reasonably be expected to have an
adverse impact on the Business in any material respect.  None of these
officers and employees is, or, since January 1, 2003, has been subject to any
material disciplinary or other material regulatory compliance action or material
complaint by a Governmental Body or Client.

       

      (c) None of
the Company, the Subsidiary or any person “associated” (as defined under both
the Investment Company Act and the Advisers Act) with either the Company or the
Subsidiary has been (i) convicted of any crime or is or has engaged in any
conduct that would be a basis for (A) denial, suspension or revocation of
registration of an investment adviser under Section 203(e) of the Advisers Act,
or (B) ineligibility to serve as an investment adviser (or in any other capacity
contemplated by the Investment Company Act) to a registered investment company
pursuant to Section 9(a) or 9(b) of the Investment Company Act and, to the
Knowledge of the Company, there is no proceeding or investigation that is
reasonably likely to become a basis for any such ineligibility,
disqualification, denial, suspension or revocation or (ii) subject to voluntary
or involuntary petition under the federal bankruptcy laws or any state
insolvency law or the appointment of a receiver, fiscal agent or similar officer
by a court for his or her business or property or that of any partnership of
which he or she was a general partner or any corporation or business association
of which he or she was an executive officer.

       

      (d) The
Company has adopted a written policy regarding insider trading and a Code of
Ethics which complies in all material respects with all applicable provisions of
the Advisers Act (including without limitation with respect to insider trading
and personal trading under Section 204A thereof and Rule 204A-1 thereunder) and
the Investment Company Act (including without limitation Section 17(j) thereof),
a copy of which has been made available to Buyer.  All employees of AA
seconded to the Company have executed acknowledgments that they are bound by the
provisions of such Code of Ethics and insider trading policies.  Each
Fund has adopted a Code of Ethics which complies in all material respects with
all applicable provisions of the Investment Company Act (including without
limitation Section 17(j) thereof), copies of which have been made available to
Buyer.  Except as set forth on Schedule 5.21, during
the past three (3) years, there have been no actions taken against any employee
with regard to any violations of such Code of Ethics or insider trading policies
that resulted in the termination of employment or the imposition of monetary
penalties.

       

      5.22 Filing of
Reports; Maintenance of Records. Except for immaterial delays
in filing, 

       

      the
Company (a) has timely made all filings, including reports and other documents,
required by the Advisers Act, (b) has timely made all disclosures and delivered
all documents required by the Advisers Act to be delivered to its Clients and
(c) has maintained all books and other records required by the Advisers
Act.  All filings, reports, disclosures and other documents were in
compliance, in all material respects, with the Advisers Act at the time filed or
made.  The Company has heretofore made available to Buyer copies of
all such filings, disclosure documents and books and records.

       

      5.23 Fee Arrangements, Expenses
and Custody of Funds. 

       

      The
Company has complied in all material respects with the fee arrangement
restrictions set forth in the Advisers Act. The Company does not maintain
custody or constructive custody of any funds or securities of any Client except
to the extent that it may be deemed to have custody by virtue of arrangements
for the payment of fees from Client accounts.

       

      5.24 Fund Matters.


       

      (a) Schedule 5.24(a)
describes each of the investment advisory agreements, distribution or
underwriting contracts, plans adopted pursuant to Rule 12b-1 under the
Investment Company Act, arrangements for the payment of service fees (as such
term is defined in Rule 2830 of the NASD Conduct Rules), administrative services
agreements and other agreements and contracts (other than agreements and
contracts entered into by the Funds in the ordinary course of business in
connection with the making of portfolio investments) (collectively, the “Fund Agreements”)
pertaining to any of the Funds.  As to each Fund, there is in effect
an investment advisory, distribution or underwriting agreement (as applicable),
except that, in the case of the American Beacon Master Funds, there is no
distribution or underwriting agreement.  Each Fund Agreement pursuant
to which the Company has received compensation with respect to its activities in
connection with any of the Funds was duly approved in accordance with the
applicable provisions of the Investment Company Act.

       

      (b) Except as
set forth in Schedule
5.24(b), there are no special restrictions, consent judgments or SEC or
judicial orders on or with regard to any of the Funds currently in
effect.

       

      (c) Each of
the Trusts is duly organized, validly existing and in good standing in the
jurisdiction in which it is organized and has all requisite trust power and
authority to conduct its business in the manner and in the places where such
business is currently conducted.  Each Fund is and has been, since its
inception, engaged solely in the business of an investment company.

       

      (d) Each of
the American Beacon Master Funds, American Beacon Funds, Mileage Funds and
Select Funds is, and at all times required under the securities laws has been, a
series of, respectively, the Master Trust, American Beacon Funds Trust, Mileage
Funds Trust and Select Funds Trust. Each such Fund is a registered investment
company under the Investment Company Act and is in compliance with Applicable
Laws of the SEC and any other Governmental Body or self-regulatory body having
jurisdiction over such Fund in all material respects.  Since their
initial offering, shares of each of the Funds have been duly qualified for sale
under the securities laws of each jurisdiction in which they have been sold or
offered for sale at such time or times during which such qualification was
required.  The shares of each of the Funds (excluding the American
Beacon Master Funds) have been registered under the Securities Act during such
period or periods for which such registration was required, the related
registration statement has become effective under the Securities Act, no stop
order suspending the effectiveness of any such registration statement has been
issued and no proceedings for that purpose have been instituted or, to the
Knowledge of the Company, are contemplated, and neither such registration
statement nor any amendments thereto contained, at the time such registration
statement or amendment became effective, any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.  The offering and sale
of shares of each of the American Beacon Master Funds do not require
registration of such shares under the Securities Act.  Copies of the
current registration statement of each of the Funds under the Investment Company
Act and, with the exception of the American Beacon Master Funds, under the
Securities Act have been made available to Buyer by the Company.  All
of the outstanding shares of beneficial interest of each Fund are duly
authorized, validly issued, fully paid and non-assessable.

       

      (e) Except as
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, or subject the Funds to any regulatory sanctions or a
valid Fund shareholder claim, each of the Funds’ investments has been made in
accordance with its investment policies and restrictions set forth in its
registration statement in effect at the time the investments were made and has
been held in accordance with its respective investment policies and
restrictions, to the extent applicable and in effect at the time such
investments were held.

       

      (f) (i)
Except for immaterial delays in filing, each of the Funds has timely filed
(other than in respect of Taxes, which are the subject of separate
representations and warranties set forth herein) all reports, registration
statements and other documents, together with any amendments required to be made
with respect thereto, that were required to be filed with any Governmental Body,
including the SEC (the “Fund Regulatory
Documents”), and has paid all fees and assessments due and payable in
connection therewith, and (ii) as of their respective dates, each of the
foregoing filings complied in all material respects with the requirements of the
securities laws and the rules and regulations of the SEC promulgated thereunder
applicable to such Fund Regulatory Documents, and none of the Fund Regulatory
Documents or related prospectuses, as of their respective dates, contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading.  The Company has made available to Buyer a copy of each
Fund Regulatory Document filed with the SEC since January 1, 2005 and will
deliver to Buyer promptly after the filing thereof a copy of each Fund
Regulatory Document filed with the SEC by a Fund after the date hereof and prior
to the Closing.

       

      (g) Except as
set forth on Schedule
5.24(g), (i) for all taxable years since 2002, each of the Funds (other
than the American Beacon Master Fund, which is taxable as a partnership) has
elected to be treated as, and has qualified as, a regulated investment company
taxable under Subchapter M of Chapter 1 of the Code and under any similar
provisions of state or local law in any jurisdictions in which such Fund filed,
or is required to file, a Tax Return; (ii) each of the Funds has filed or
participated in the timely filing of all material Tax Returns required to have
been filed on or before the date hereof and has paid in a timely manner (or
there has been timely paid on its behalf) all material Taxes required to have
been paid by or in respect of it (including withholding Taxes required to be
paid or withheld) or have established reserves in accordance with GAAP for any
other Taxes in respect of Pre-Closing Tax Periods; (iii) no Fund has waived any
statute of limitations in respect of Taxes of such Fund, pursuant to a waiver
currently in effect; (iv) no issues that have been raised in writing by any
taxing authority in connection with the Funds are currently pending; and (v) all
deficiencies asserted in writing or assessments made in writing by any taxing
authority have been fully satisfied by payment or fully withdrawn.

       

      (h) The
Company has made available to Buyer copies of the most recently available
audited financial statements, prepared in accordance with GAAP, of each of the
Funds, and unaudited financial statements, prepared in accordance with GAAP, of
each of the Funds for the first six months of its most recent fiscal year if the
ending date of such six-month period occurred more than sixty (60) days prior to
the date of this Agreement (each hereinafter referred to as a “Fund Financial
Statement”).  To the Knowledge of the Company, each of the Fund
Financial Statements is consistent with the books and records of the related
Fund, and presents fairly the consolidated financial position of the related
Fund in accordance with GAAP applied on a consistent basis (except as otherwise
noted therein) at the respective date of such Fund Financial Statement and the
results of operations and cash flows for the respective periods
indicated.  The Fund Financial Statements reflect and disclose all
material changes in accounting principles and practices adopted by each of the
Funds during the periods covered by each Fund Financial Statement.

       

      (i) Except as
currently disclosed in Item 11 to Part I of the Company’s Form ADV, there is no
litigation or legal action, suit, proceeding or investigation at law or in
equity pending in any court or before or by any governmental agency or
instrumentality, department, commission, board, bureau or agency, or before any
arbitrator, by or against any of the Funds or the Trusts, or any officer or
trustee thereof relating to the activities of the Funds or the Trusts, any
disqualification of the Company under Section 9(a) of the Investment Company
Act, or any event which would require the Company to give an affirmative
response to any of the questions in Item 11 to Part I of its Form ADV (or any
similar or successor form) and, to the Knowledge of the Company, no such
litigation, legal action, suit, proceeding or investigation at law or in equity
is threatened.  There are no judgments, injunctions, orders or other
judicial or administrative mandates outstanding against or affecting any of the
Funds or the Trusts or any officer or trustee thereof relating to the activities
of or affecting the Funds or the Trusts.

       

      5.25 Exempt Fund
Clients.

       

      (a) To the
Knowledge of the Company, (x) each Exempt Fund Client has been duly organized
and is validly existing and in good standing under the laws of the jurisdiction
of its organization and has all requisite corporate, partnership, limited
liability company or similar power and authority, and possesses all rights,
licenses, authorizations and approvals necessary to entitle it to use its name,
to own, lease or otherwise hold its properties and assets and to carry on its
business as it is now conducted, and is duly qualified, licensed or registered
to do business in each jurisdiction where it is required to do so under
Applicable Law (except where the failure to do so is not material to its
business); and (y) each Exempt Fund Client is in compliance in all material
respects with the terms and conditions of its constituent
documents.

       

      (b) All
outstanding shares or units of each Exempt Fund Client have been issued and sold
in substantial compliance with Applicable Law; and each Exempt Fund Client,
since inception of operations, has been operated and is currently operating in
compliance in all material respects with its respective investment objectives
and policies and Applicable Law.

       

      (c) None of
the Exempt Fund Clients has been enjoined, indicted, convicted or made the
subject of disciplinary proceedings, consent decrees or administrative orders on
account of any violation of the rules or orders of any Governmental Body or
self-regulatory body having jurisdiction over the Exempt Fund
Client.

       

      5.26 Information in Proxy
Statements. 

       

      None of
the information in any proxy statement described in Section 7.7 hereof
(other than any information to be supplied by or on behalf of Buyer or its
Affiliates for inclusion therein) will, at the time any such proxy statement is
mailed to the shareholders of the applicable fund, or at the time of the meeting
of the shareholders of such fund, contain, any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

       

      5.27 No Undisclosed
Liabilities. 

       

      Neither
the Company nor the Subsidiary has any material liabilities or obligations,
whether accrued, absolute, contingent or otherwise, asserted or unasserted,
required to be on a balance sheet prepared in accordance with GAAP except
liabilities or obligations (a) stated or adequately reserved against in the
unaudited consolidated balance sheet included in the Financial Statements, (b)
set forth on Schedule
5.27 or any other Schedule hereto, or (c) incurred since the Financial
Statements Date in the ordinary course of business consistent (as to character,
manner and amount) with past practice, which are completely and accurately
reflected on the Company’s books and records.

       

      5.28 Transactions with
Affiliates. 

       

       Except
as set forth on Schedule 5.28, there
are no loans, leases or other agreements or transactions involving in excess of
$50,000 annually between the Company, the Subsidiary or AMR, on the one hand,
and any present or former director, officer or employee of the Company, the
Subsidiary or AA seconded to the Company, or any member of such officer’s,
director’s or employee’s Immediate Family, or any person controlled by such
officer, director or employee or his or her Immediate Family, on the other hand,
other than payments for services rendered in the ordinary course.  Any
item listed on Schedule 5.28 was
entered into on an arm’s-length basis and is on terms and conditions no less
favorable to the Company than could be obtained from nonrelated
persons.

       

      5.29 Illegal Payments.


       

      Neither
the Company, the Subsidiary nor, to the Knowledge of the Company, any Person
affiliated with the Company or the Subsidiary has ever offered, made or received
on behalf of the Company or the Subsidiary any illegal payment or contribution
of any kind, directly or indirectly, including, without limitation, payments,
gifts or gratuities, to any person, entity, or United States or foreign
national, state or local government officials, employees or agents or candidates
therefor or other Persons.

       

      5.30 Investment Intent;
Accredited Investor.  

       

      (a) Seller is
acquiring the shares issued as the Stock Consideration for its own account, for
investment and without any intention of distributing or selling such shares in
violation of the Securities Act or any applicable state securities
law.

       

      (b) Seller
qualifies as an “accredited investor,” as such term is defined in Rule 501(a)
promulgated pursuant to the Securities Act.

       

      (c) Seller
qualifies as a “qualified purchaser” within the meaning of Sections 3(c)(7) and
2(a)(51) of the Investment Company Act and the related rules
thereunder.

       

      (d) Seller
understands that the shares issued as the Stock Consideration have not been
registered under the Securities Act.  Seller acknowledges that such
shares may not be transferred, sold, offered for sale, pledged, hypothecated or
otherwise disposed of without registration under the Securities Act and any
other provision of applicable state securities Laws or pursuant to an applicable
exemption therefrom.

       

      ARTICLE
VI                                

       

      REPRESENTATIONS
AND WARRANTIES OF BUYER

       

      As an
inducement to Seller and the Company to enter into this Agreement and to
consummate the transactions contemplated hereby, Buyer hereby represents and
warrants to Seller and  the Company as follows:

      


      6.1 Organization of
Buyer. 

       

      Buyer is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  Buyer has the corporate power and
authority to own or lease and operate its assets and to carry on its businesses
in the manner that they were conducted immediately prior to the date of this
Agreement.

       

      6.2 Authority of Buyer;
Conflicts. 

       

      (a) Buyer has
the corporate or other power and authority to execute, deliver and perform this
Agreement and each of the Buyer Ancillary Agreements to which it is a
party.  The execution, delivery and performance of this Agreement and
the Buyer Ancillary Agreements by Buyer have been duly authorized and approved
by Buyer’s board of directors and do not require any further authorization or
consent of Buyer or its members.  This Agreement has been duly
authorized, executed and delivered by Buyer and (assuming the valid
authorization, execution and delivery of this Agreement by AMR and the Company)
is the legal, valid and binding agreement of Buyer enforceable in accordance
with its terms, and each of the Buyer Ancillary Agreements has been duly
authorized by Buyer and upon execution and delivery by Buyer will be (assuming
the valid authorization, execution and delivery by AMR and/or the Company, where
AMR and/or the Company is a party, or the other party or parties thereto) a
legal, valid and binding obligation of Buyer enforceable in accordance with its
terms, subject, in the case of the Agreement and each of the Buyer Ancillary
Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar
laws of general application relating to or affecting creditors’ rights and to
general equity principles.

       

      (b) Neither
the execution and delivery of this Agreement or any of the Buyer Ancillary
Agreements or the consummation of any of the transactions contemplated hereby or
thereby nor compliance with or fulfillment of the terms, conditions and
provisions hereof or thereof will:

       

      (i) assuming
the receipt of all necessary consents and approvals and the filing of all
necessary documents as described in Section 6.2(b)(ii),
result in a breach of the terms, conditions or provisions of, or constitute a
default, an event of default or an event creating rights of acceleration,
termination or cancellation or a loss of rights under (1) the certificate of
formation or operating agreement or other similar organizational documents of
Buyer, (2) any material contract, agreement, note, bond, instrument, mortgage,
lease, license, franchise or financial obligation to which Buyer is a party or
any of their respective properties is subject or by which Buyer is bound, (3)
any Court Order to which Buyer is a party or subject or (4) any Applicable Law
affecting Buyer, or

       

      (ii) require
the approval, consent, authorization or act of, or the making by Buyer of any
declaration, filing or registration with, any Person, except (1) in connection,
or in compliance, with the provisions of the HSR Act and (2) such approvals,
consents, authorizations, declarations, filings or registrations the failure of
which to be obtained or made would not materially impair the ability of Buyer to
perform its obligations hereunder or prevent the consummation of any of the
transactions contemplated hereby.

       

      6.3 Capital
Structure of Parent.  At the Closing, the shares of Class B
Common Stock issued to AMR as the Stock Consideration pursuant to Section 3.1
shall constitute 100% of the issued and outstanding Class B Common
Shares.  As of the Closing, the Class B Common Stock shall represent
10% of the issued and outstanding capital stock of Parent; provided, however,
that in the event and to the extent that there is a Shortfall, additional shares
of Class A Common Stock shall be issued at the Closing, at the same purchase
price per share of Class A Common Stock as originally paid by TPG and Pharos, to
make up such Shortfall and no additional shares of Class B Common Stock shall be
issued as Stock Consideration as a consequence of the issuance of additional
shares of Class A Common Stock issued in connection with covering the
Shortfall.  All issued and outstanding Class B Common Stock issued to
AMR as the Stock Consideration shall be duly authorized, validly issued and
outstanding, fully paid and nonassessable, and free of preemptive rights.
Immediately prior to the Closing, Buyer shall own beneficially and of record the
shares of Class B Common Stock constituting the Stock Consideration, free and
clear of all Encumbrances, and upon issuance of the Stock Consideration to AMR
pursuant to Section 3.1, AMR shall receive such shares free and clear of all
Encumbrances, except as provided in this Agreement or the Stockholders'
Agreement.  As of the Closing, Parent will own 100% of the outstanding
capital stock of Buyer, free and clear of all Encumbrances.  At the
Closing, except as provided in this Agreement the Subscription Agreement by and
between Parent and TCW, neither Parent nor Buyer is a party to, or bound by, any
agreement, arrangement or commitments to issue or sell any shares of capital
stock or any securities or obligations convertible into or exercisable or
exchangeable for, or giving any Person any right to acquire from Parent or
Buyer, any shares of capital stock of Parent or Buyer, and no such securities or
obligations are outstanding, other than the options issued at the Closing to the
Company’s management.

       

      6.4 No Violation, Litigation or
Regulatory Action. 

       

      Except as
set forth in Schedule
6.3:

       

      (a) there are
no lawsuits, claims, suits, proceedings or investigations pending or, to the
knowledge of Buyer, threatened against Buyer,  which are reasonably
expected to materially impair the ability of Buyer to perform its obligations
hereunder or prevent the consummation of any of the transactions contemplated
hereby; and

       

      (b) there is
no action, suit or proceeding pending or, to the knowledge of Buyer, threatened
that questions the legality of the transactions contemplated by this Agreement
or any of the Buyer Ancillary Agreements.

       

      6.5 Financing.


       

      Buyer
will have sufficient funds available at Closing for it to pay the Closing Cash
Purchase Price.

       

      6.6 No Brokers.


       

      Except as
set forth in Schedule
6.6, neither Buyer nor any Person acting on its behalf has paid or become
obligated to pay any fee or commission to any broker, finder or intermediary for
or on account of the transactions contemplated by this Agreement.

       

      6.7 Ineligible Persons.


       

      Neither
Buyer nor any “affiliated person” (as defined in the Investment Company Act)
thereof, as applicable, is ineligible pursuant to Section 9(a) or 9(b) of the
Investment Company Act to serve as an investment adviser (or in any other
capacity contemplated by the Investment Company Act) to a registered investment
company.  Neither Buyer nor any “person associated with” Buyer (as
defined in the Advisers Act), as applicable, is ineligible pursuant to Section
203 of the Advisers Act to serve as an investment adviser or as an associated
person to a registered investment adviser or has failed to disclose as required
any act enumerated in Rule 206(4)-4(b) under the Advisers Act.

       

      6.8 Facts Affecting Regulatory
Approvals. 

       

      To the
knowledge of Buyer, there is no fact, event or condition applicable to Buyer
which would reasonably be expected to adversely affect the likelihood of Buyer
securing the requisite approvals or consents of any Governmental Body to the
transactions contemplated by this Agreement.

       

      6.9 Section 15 of the Investment
Company Act. 

       

      Neither
Buyer nor any of its Affiliates has any express or implied understanding or
arrangement which would impose an unfair burden on any of the Funds or would in
any way cause or result in a failure of the conditions contained in Section
15(f) of the Investment Company Act with respect to the transactions
contemplated hereby.

       

      6.10 Information in Proxy
Statements. 

       

      None of
the information to be supplied in writing by or on behalf of Buyer or its
Affiliates expressly for inclusion in any proxy statement described in Section 7.7 hereof
will, at the time any such proxy statement is mailed to the shareholders of the
applicable fund, or at the time of the meeting of the shareholders of such fund,
contain,  any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

       

      6.11 Investment
Representations.  Buyer is
acquiring the Shares for its own account, for investment and without any
intention of distributing such Shares in violation of the Securities Act of 1933
or any applicable state securities law.

       

      6.12 No
Currently Expected Claims.  Based on Buyer’s
current analysis of facts revealed to Buyer by means of due diligence materials,
disclosure schedules or other information made available to Buyer by Seller and
the Company, (i) Buyer is not aware of any breach of any representation made by
Seller in Section 5 and
(ii) currently does not expect to make a claim for a breach of any
representation made in Section 5. This
representation is based upon Buyer’s current knowledge of facts revealed to
Buyer by means of due diligence materials, disclosure schedules or otherwise,
and does not foreclose Buyer from making any claim of breach on any basis after
the Closing.

       

      ARTICLE
VII                                           

       

      ACTION
PRIOR TO THE CLOSING DATE

       

      The
respective Parties hereto covenant and agree to take the following actions
between the date hereof and the Closing Date:

      


      7.1 Access to
Information. 

       

      The
Company shall afford to the officers, employees and authorized representatives
of Buyer (including, without limitation, independent public accountants and
attorneys) reasonable access during normal business hours, upon reasonable
advance notice, to the offices, properties, and business and financial records
(including computer files, retrieval programs and similar documentation) of the
Company, the Subsidiary and the Funds and the employees of AA seconded to the
Company, to the extent Buyer shall reasonably deem necessary or desirable, and
shall furnish to Buyer or its authorized representatives such additional
information concerning the Company, the Subsidiary, the Clients and the Funds as
shall be reasonably requested; provided, however, that the
Company shall not be required to violate any obligation of confidentiality to
which the Company, the Subsidiary or the Funds is subject or to waive any
privilege which any of them may possess in discharging their obligations
pursuant to this Section
7.1.  Buyer agrees that such investigation shall be conducted
in such a manner as not to interfere unreasonably with the operations of the
Company, the Subsidiary, AMR or the Funds.  Notwithstanding the
foregoing, the obligations of the Company pursuant to this Section 7.1 (other
than with respect to the delivery of requested financial information) shall be
subject to the right of the Company to determine, in its reasonable discretion,
the appropriate timing of the disclosure of information it deems proprietary
commercial information or privileged information.

       

      7.2 Notifications.


       

      (a)            Each
of Seller and Buyer shall promptly notify the other of any action, suit or
proceeding that shall be instituted or threatened against such party to
restrain, prohibit or otherwise challenge the legality of any transaction
contemplated by this Agreement.  Each Party hereto shall promptly
notify the other of any lawsuit, claim, proceeding or investigation that may be
threatened, brought, asserted or commenced against the Subsidiary, the Company
or Buyer, as the case may be, that would have been listed in Schedule 5.14 or
Schedule 6.3,
as the case may be, if such lawsuit, claim, proceeding or investigation had
arisen prior to the date hereof.

       

      (b)            Each
of Seller and Buyer shall promptly notify the other upon obtaining knowledge of
(a) the occurrence or failure to occur of any event which occurrence or failure
would be likely to cause any representation or warranty contained in this
Agreement to be untrue or inaccurate in a manner reasonably likely to result in
the failure of a condition set forth in Article IX or Article X and (b) any
failure of such Party to comply with or satisfy any covenant or agreement to be
complied with or satisfied by it under this Agreement in a manner reasonably
likely to result in the failure of a condition set forth in Article IX or Article
X.

       

      (c)            No
notice under this Section 7.2 shall be
deemed to have modified any representation and/or warranty, cured any breach of
covenant or otherwise affected any of the rights or remedies of the Parties to
this Agreement.

       

      7.3 Consents of Third Parties;
Governmental Approvals.

       

      (a) The
Company and Buyer will act diligently and reasonably in attempting to secure,
before the Closing Date, the consent, approval or waiver, in form and substance
reasonably satisfactory to the other Party, required to be obtained from any
party (other than a Governmental Body) to consummate the transactions
contemplated by this Agreement; provided, however, that such
action shall not include any requirement of the Company or any of its Affiliates
(including the Company and the Subsidiary) to commence or participate in any
litigation, or offer or grant any accommodation (financial or other) to any
third party that it is not contractually obligated to offer or
grant.

       

      (b) During
the period prior to the Closing Date, Buyer shall act diligently and reasonably,
and the Company and Seller, upon the request of Buyer, shall use commercially
reasonable efforts to cooperate with Buyer, in attempting to secure any consents
and approvals of any Governmental Body required to be obtained by Buyer in order
to permit the consummation of the transactions contemplated by this
Agreement.

       

      (c) Upon the
terms and subject to the conditions set forth in this Agreement, each of the
Parties agrees to use commercially reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate
with the other Party in doing all things necessary, proper or advisable to
consummate, in the most expeditious manner practicable, the transactions
contemplated by this Agreement, including but not limited to: (i) obtaining all
necessary actions or non-actions, waivers, consents and approvals from all
Governmental Bodies and making all necessary registrations and filings
(including filings with Governmental Bodies) and taking all steps as may be
necessary to obtain an approval or waiver from, or to avoid an action or
proceeding by, any Governmental Body (including those in connection with the HSR
Act), (ii) defending any lawsuits or other legal proceedings, whether judicial
or administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered into by any court or other Governmental Body
vacated or reversed, (iii) in the case of Buyer, promptly, if required by any
Governmental Body in order to consummate the transactions contemplated hereby,
taking all steps and making all undertakings to secure antitrust clearance
(provided that in no event shall Buyer be required to effect the sale or other
disposition of material properties of Buyer or its subsidiaries), (iv) keeping
the other Party informed in all material respects of any material communication
received by such Party from, or given by such Party to, any Governmental Body
and of any material communication received or given in connection with any
proceeding by a private party relating to the transactions contemplated by this
Agreement, in each case regarding any of the transactions contemplated hereby,
(v) permitting the other Party to review any material communication delivered
to, and consulting with the other Party in advance of any meeting or conference
with, any Governmental Body relating to the transactions contemplated by this
Agreement or in connection with any proceeding by a private party, and giving
the other Party the opportunity to attend and participate in such meetings and
conferences (to the extent permitted by such Governmental Body or private
party), (vi) obtaining of all necessary consents, approvals or waivers from
third parties (other than ERISA Clients), including but not limited to those
referred to in Sections 7.6, 7.7 and 7.8, and (vii)
executing and delivering any additional instruments necessary to consummate the
transactions contemplated by this Agreement.  No Party to this
Agreement shall consent to any voluntary delay of the consummation of the
transactions contemplated hereby at the behest of any Governmental Body without
the consent of the other Party to this Agreement, which consent shall not be
unreasonably withheld.

       

      7.4 Operations Prior to the
Closing Date.

       

      (a) From the
date hereof to the Closing Date, Seller shall use commercially reasonable
efforts to cause the Company and the Subsidiary to, and the Company shall and
shall cause the Subsidiary to, operate and carry on the Business (and will use
commercially reasonable efforts to cause the Funds and the Exempt Fund Clients
to conduct their business) in the ordinary course and substantially as operated
immediately prior to the date of this Agreement.  Consistent with the
foregoing, the Company and the Subsidiary shall use commercially reasonable
efforts consistent with good business practice to preserve the goodwill of the
suppliers, contractors, licensors, employees, Clients, investors, distributors
or others having business relations with the Company or the
Subsidiary.

       

      (b) Notwithstanding
Section 7.4(a),
except as set forth on Schedule 7.4(b),
except as contemplated by this Agreement or except with the express written
approval of Buyer (which Buyer agrees shall not be unreasonably withheld or
delayed), the Company and the Subsidiary shall not and, where applicable, AMR
shall cause AA to not:

       

      (i) make any
material change in the Business or its operations, except such changes as may be
required to comply with any Applicable Law;

       

      (ii) make any
capital expenditure or enter into any contract or commitment therefor in excess
of $50,000 (in the aggregate for both the Company and the
Subsidiary);

       

      (iii) enter
into any contract for the purchase of real property or exercise any option to
extend a lease listed in Schedule
5.10;

       

      (iv) create,
incur or assume, or agree to create, incur or assume, any Indebtedness or enter
into, as lessee, any capitalized lease obligations (as defined in Statement of
Financial Accounting Standards No. 13) other than money borrowed or advances
from any of its Affiliates in the ordinary course of business;

       

      (v) declare,
set aside or make, or agree to make, any dividend or other payment or
distribution of cash or assets to AMR or any of its Affiliates (other than the
Company or the Subsidiary) or any other Person, other than Pre-Closing Cash
Dividends that would not cause the cash and cash equivalents balance of the
Company as of the Closing to be less than an amount equal to the sum of (A)
$500,000; and (B) the total amount of the payments that the Company will be
obligated to make under Section
8.1(k);

       

      (vi) institute
any new, or permit any increase in any existing, profit-sharing, bonus,
incentive compensation (including any equity-based compensation), deferred
compensation, insurance, pension, retirement, medical, hospital, disability,
welfare or other employee benefit plan with respect to the employees of AA
seconded to it, other than as required by any such plan or Applicable
Law;

       

      (vii) make any
change in the compensation of the employees of AA seconded to it, other than
normal increases in annual salary to Persons who are not officers or directors
in the ordinary course of business consistent with past practices and that, in
the aggregate, do not result in a material increase in benefits or compensation
expense of the Company;

       

      (viii) terminate
any employee of AA seconded to the Company, except as a direct result of such
employee’s (i) willful failure to perform the duties or responsibilities of his
or her employment, (ii) engaging in serious misconduct, or (iii) being convicted
of or entering a plea of guilty to any crime;

       

      (ix) make any
change in the accounting policies applied in the preparation of the Financial
Statements, unless such change is required by GAAP;

       

      (x) make
advertising, marketing or similar types of expenditures other than in the
ordinary course of business and in amounts consistent with the practices of the
Company during the twelve-month period immediately preceding the date of this
Agreement (and the Company will use commercially reasonable efforts to prevent
any Fund from making such expenditures);

       

      (xi) make any
change in the charter or by-laws of the Company or the Subsidiary or issue,
sell, transfer, pledge, dispose of or encumber any capital stock or other equity
interests (or securities exchangeable, convertible or exercisable for capital
stock or other equity interests);

       

      (xii) modify
the terms of any Indebtedness or other liability, other than modifications of
short term debt in the ordinary course of business, or assume or guarantee the
obligations of any other Person, or pay, discharge or satisfy any claims,
liabilities or obligations (absolute, accrued, contingent or otherwise), other
than the payment, discharge or satisfaction of liabilities in the ordinary
course of business;

       

      (xiii) sell,
lease (as lessor), transfer or otherwise dispose of (including any transfers to
any Affiliate of the Company), or mortgage or pledge, or impose or suffer to be
imposed any Encumbrance on, a material amount of the assets reflected on the
consolidated balance sheet of the Company and the Subsidiary as of the Financial
Statements Date or any assets acquired by the Company or the Subsidiary after
the Financial Statements Date, except for Permitted Encumbrances;

       

      (xiv) cancel
any debts owed to or claims held by the Company or the Subsidiary (including the
settlement of any claims or litigation) that were material to the Company and
the Subsidiary taken as a whole other than in the ordinary course of the
business consistent with past practices;

       

      (xv) pay or
agree to pay any pension, retirement allowance or other employee benefit not
required by any of the plans or programs described in Schedules 5.17(a) or
5.17(c) to any
director, officer, employee, consultant or employee of AA seconded to the
Company, whether past or present;

       

      (xvi) enter
into any new, or amend, terminate or renew any existing, employment, consulting,
salary continuation, severance or termination agreement with any director,
officer, employee or consultant or any employee of AA seconded to the
Company;

       

      (xvii) forgive
any loans to any employee of AA seconded to the Company or any member of such
employee’s Immediate Family, or any person controlled by such employee or his or
her Immediate Family;

       

      (xviii) enter
into any new loans, leases or other agreements or transactions which, if entered
into as of the date hereof, would be required to be listed on Schedule 5.28, or,
except as and to the extent contemplated by Section 9.6 and Section 10.6,
materially amend any such item listed on Schedule
5.28;

       

      (xix) except as
may be required to comply with Applicable Law, become obligated under any new
Pension Plan, Welfare Plan or other employee benefit plan, which was not in
existence on the date hereof, or amend any such plan in existence on the date
hereof if such amendment would have the effect of materially enhancing any
benefits thereunder; or

       

      (xx) (A) make,
change or revoke any material election in respect of Taxes; (B) prepare any Tax
Returns in a manner which is not consistent in all material respects with the
past practice of the Company and the Subsidiary with respect to the treatment of
items on such Tax Returns; (C) file any material amendment to a Tax Return that
will or may increase the Tax liability of the Company or the Subsidiary before
or after the Closing; or (D) settle any claim or assessment in respect of Taxes,
in each case, which would materially and adversely affect the Company and the
Subsidiary, taken as a whole, before or after the Closing Date.

       

      7.5 Antitrust Law
Compliance. 

       

       As
promptly as practicable after the date hereof, if determined to be required by
Applicable Law, Seller and the Company shall file with the Federal Trade
Commission and the Antitrust Division of the Department of Justice the
notifications and other information required to be filed under the HSR Act, or
any rules and regulations promulgated thereunder, with respect to the
transactions contemplated hereby.  Each Party warrants that all such
filings by it will be, as of the date filed, true and accurate in all material
respects and in material compliance with the requirements of the HSR Act and any
such rules and regulations.  Each of Buyer and Seller agrees to make
available to the other such information as each of them may reasonably request
relative to its business, assets and property as may be required of each of them
to file any additional information requested by such agencies under the HSR Act
and any such rules and regulations.

       

      7.6 Client Consents.


       

      (a) As soon
as reasonably practicable following the date hereof, the Company and Buyer shall
send notices substantially in the form of Exhibit D hereto
(each, a “Notice”) to each of
the Company’s Clients (excluding the Funds, the Exempt Fund Clients and the
ERISA Clients), (i) informing each such Client of the transactions contemplated
by this Agreement which would result in a change in control of the Company and
(ii) requesting the consent or approval of the change in control of the Company
if Client Consent to such change in control is required under the respective
Management Contract.

       

      (b) As soon
as reasonably practicable following the date hereof, the Company and Buyer shall
send notices substantially in the form of Exhibit E hereto to
each of the Company’s ERISA Clients (i) informing each such Client of the
transactions contemplated by this Agreement which would result in a change in
control of the Company and (ii) requesting that such Client enter into a new
Management Contract, in form and substance satisfactory to Buyer, (subject to
approval thereof by the independent fiduciary of such Clients).

       

      7.7 Fund
Approvals.

       

       Each
of Buyer and the Company shall, as promptly as practicable after the date
hereof, use reasonable best efforts to assure that prior to the Closing Date,
(i) the board of trustees of each of the Master Trust, American Beacon Funds
Trust, Mileage Funds Trust and the Select Funds Trust, acting on behalf of,
respectively, the American Beacon Master Funds, American Beacon Funds, Mileage
Funds and Select Funds, including a majority of the trustees who are not
Interested Persons of the Company or Buyer or any of their respective
Affiliates, or, as applicable, any of the subadvisers referred to below, or any
of their respective Affiliates, vote in person (A) for the Fund Board Approvals,
(B) for a new sub-advisory agreement, if there is in effect as at the date
hereof an existing sub-advisory agreement between the Company, as adviser, and a
sub-adviser with respect to such Fund, to be in effect from and after the
Closing with the Company on terms substantially identical in all material
respects (and identical as to fees) to such existing sub-advisory agreement, (C)
for a new service or distribution agreement, if the Company is a party to any
thereof with any such Fund, to be in effect from and after the Closing with the
Company on terms substantially identical in all material respects (and identical
as to fees) to such existing service or distribution agreement (to the extent
required under the existing agreement or Applicable Law), (D) for new
master-feeder participation agreements for the American Beacon Small Cap Index
Fund, American Beacon International Equity Index Fund and the American Beacon
S&P 500 Index Fund to be in effect from and after the Closing with the
Company on terms substantially identical in all material respects (and identical
as to fees) to the master-feeder participation agreements for the American
Beacon Small Cap Index Fund, the American Beacon International Equity Index Fund
and the American Beacon S&P 500 Index Fund existing with respect to such
Funds, the Company and  Quantitative Master Series, LLC, Princeton
Funds Distributors, Inc., and State Street Master Funds, (E) to approve the
preparation of proxy statements for meetings of the shareholders of the
respective Funds at which the Fund Shareholder Approvals will be recommended and
sought, and (F) to approve such other matters as may be required by the
Investment Company Act, including those specifically relating to Section 15(f)
thereof relating to the sale of investment advisers, and (ii) the Fund
Shareholder Approvals are obtained at shareholder meetings of the Funds. Buyer
and Seller shall each bear fifty percent (50%) of the costs, fees and expenses
incurred by the Funds in connection with the proxy statements described above,
including fees of accountants and attorneys, except to the extent such costs,
fees and expenses are borne by the Funds in accordance with Applicable
Law.

       

      7.8 Approval of Exempt Fund
Clients. 

       

       As
soon as reasonably practicable following the date hereof, the Company or the
Subsidiary, as appropriate, shall send a notice substantially in the form of
Exhibit F
hereto to each Exempt Fund Client, (a) informing each such Exempt Fund Client of
the transactions contemplated by this Agreement which would result in a change
in control of the Company, and (b) requesting the consent of such Exempt Fund
Client to the change in control of the Company if required by Applicable Law or
under the respective Management Contract or the organizational documents of such
Exempt Fund Client and, if such consent by such Exempt Fund Client is required
to be approved, under Applicable Law or under the respective Management Contract
or the organizational documents of such Exempt Fund Client, by each investor in
each Exempt Fund Client (each, an “Exempt Fund Client
Investor”), requesting such approval.  If an Exempt Fund Client
is required by Applicable Law or its organizational documents to obtain the
consent or approval of its shareholders, it will seek to obtain such consent or
approval in a manner reasonably satisfactory to Seller and Buyer.

       

      ARTICLE
VIII                                           

       

      ADDITIONAL
AGREEMENTS

       

      8.1 Employee
Matters.  

       

      (a) On the
Closing Date, and effective as of the Closing, the Company shall offer immediate
employment to substantially all employees of AA who are seconded to the Company
(including employees who are not actively at work on account of vacation,
illness, short-term disability, which is not expected to result in long-term
disability, or leave of absence) (all employees actually hired by the Company
and who commence employment with the Company, the “Affected
Employees”).  For a period commencing on the Closing Date and
ending no earlier than the first anniversary of the Closing Date, Buyer shall,
and shall cause the Company to, take any action necessary so that each Affected
Employee shall continue to receive his or her base wage or salary at a rate no
less favorable to such Affected Employee than the rates of base wage or salary
paid to such Affected Employees on the date of this Agreement, as long as such
Affected Employee remains an employee of Buyer. As to any employees who are not
offered employment by the Company, Seller shall cause AA to either reassign such
employees or terminate their employment with AA and provide termination and
severance benefits available to them under AA’s employment policies and
procedures.  Nothing in this Section 8.1(a) shall
limit the right of the Buyer or any of its subsidiaries to terminate the
employment of any Affected Employee at any time.

       

      (b) AA and
the Company shall jointly give notice to all employees of AA seconded to the
Company on the Closing Date that the active participation of Affected Employees
in the Pension Plans and Welfare Plans and other employee benefit programs and
plans of Seller and its Affiliates shall terminate on the Closing Date, as of
which date such Affected Employees shall be eligible to participate in benefit
programs provided by Buyer or the Company pursuant to Section 8.1(c).
Except as otherwise expressly provided in this Section 8.1, in no
event shall any Affected Employee be entitled to accrue any benefits under any
Pension Plan or Welfare Plan or other benefit plan or program of Seller and its
Affiliates with respect to services rendered or compensation paid by Buyer or
the Company after the Closing.

       

      (c) Buyer and
the Company agree to provide Affected Employees with full participation in any
benefit plans offered by Buyer to its employees (“Buyer’s Benefit
Programs”) on the same terms and conditions as similarly situated
employees of Buyer. If Buyer does not maintain any Buyer’s Benefit Programs at
the date hereof, or if Buyer’s Benefit Programs are not available to the
Affected Employees, then for a period commencing on the Closing Date and ending
no earlier than December 31, 2008, Buyer shall provide the Affected Employees
with benefit plans on terms no less favorable in the aggregate than benefit
plans maintained for and provided to Affected Employees immediately prior to the
Closing Date (excluding, for this purpose, equity-based compensation, retiree
medical and retiree travel benefits) as listed on Schedule 8.1(c) (the
“Alternative Benefit
Programs”).  Such Affected Employees shall be credited for
their length of service with Seller and its Affiliates for all purposes (but not
the actual accrual of benefits) under Buyer’s Benefit Programs or the
Alternative Benefit Programs.

       

      (d) Buyer and
the Company shall recognize all unused vacation and sick leave of the Affected
Employees as of the Closing Date as estimated on Schedule 8.1(d), and
Buyer and the Company shall provide such paid vacation and sick leave, including
the responsibility to make immediate cash payments for such accrued vacation
amounts at any time on or after the Closing Date to the extent required under
Applicable Law, but in no event shall Buyer be required to provide to any single
Affected Employee both accrued vacation or sick leave, as applicable, and a cash
payment in lieu of such accrued vacation or sick leave, as
applicable.  Buyer and the Company shall recognize the short term
incentive and commission bonus programs for Affected Employees existing as of
the Closing Date as listed on Schedule 8.1(d) and
maintain such programs without amendment through the end of fiscal 2008 and pay
to the Affected Employees the bonuses they have earned thereunder in accordance
with the terms thereof; provided, however, subject to
the foregoing, that nothing herein shall prevent the amendment or termination of
any such program or interfere with the Buyer’s right or obligation to make such
changes as are necessary to conform with Applicable Law. It is agreed by Buyer
and the Company that costs incurred by the Company in connection with the
transactions contemplated by this Agreement shall be considered a special
nonrecurring expense or loss for purpose of such programs.

       

      (e) Seller or
its Affiliates shall retain the responsibility for payment of all medical and
dental claims or expenses covered under medical and dental plans maintained by
Seller and its Affiliates (the “Seller’s Medical
Plans”) incurred by any Affected Employee on and prior to the Closing
Date, and neither Buyer nor the Company shall assume or be responsible for any
liability with respect to such claims.  Buyer shall remit to Seller
all Affected Employee premiums due for medical and dental benefit coverage under
Seller’s Medical Plans attributable to the period on and prior to the Closing
Date, but which, as of the Closing Date, had not been collected and remitted to
the Company.  Any preexisting condition clause in any of the health
coverage (including medical, dental and disability coverage) included in Buyer’s
Benefits Programs shall be waived for the Affected Employees to the extent such
Affected Employee would have been entitled to coverage under the corresponding
Seller’s Medical Plans in which he or she participated prior to the Closing
Date.  Buyer and the Company shall credit Affected Employees with any
amounts paid under Seller’s Medical Plans on and prior to the Closing Date
toward satisfaction of the applicable deductible amounts and copayment minimums
under the corresponding benefit plans of Buyer to the extent such payments would
be taken into account under the benefit plans maintained by Buyer with respect
to similarly situated employees.

       

      (f) Buyer and
the Company shall be responsible for providing any Affected Employee whose
“qualifying event,” within the meaning of Section 4980B(f) of the Code, occurs
on or after the Closing Date (and such employees’ “qualified beneficiaries”
within the meaning of Section 4980B(g) of the Code) with the continuation of
group health coverage required by Section 4980B(f) of the Code to the extent
required by law.

       

      (g) Buyer and
the Company shall assume all liability for severance pay and obligations payable
to any Affected Employee who is terminated by Buyer or the Company after the
Closing.  For a period commencing on the Closing Date and ending no
earlier than the first anniversary of the Closing Date, Buyer and the Company
agree to provide notice of termination or pay in lieu thereof and severance pay,
if applicable, to Affected Employees that is no less favorable than the current
practices of Seller and its Affiliates as in effect as of the date
hereof.

       

      (h) After the
Closing, Buyer and the Company shall have the liability and obligation for, and
neither Seller nor any of its Affiliates shall have any liability or obligation
for, short-term disability benefits, long-term disability benefits, sick pay and
salary continuation (and any medical dental and health benefits or claims
incurred after the Closing) for the Affected Employees.

       

      (i) With
respect to the Affected Employees, Buyer and the Company shall be responsible
for all liabilities or obligations under the Worker Adjustment and Retraining
Notification Act and similar Applicable Law resulting from Buyer’s or the
Company’s actions following the Closing.

       

      (j) With
respect to each Affected Employee, Buyer and the Company shall have the
obligation and liability for any workers’ compensation or similar workers’
protection claims with respect to any such individual incurred after the
Closing.

       

      (k)            Any
amounts payable to the Affected Employees under the Company’s 2005 Long-Term
Incentive Plan or 1995 Stock Appreciation Rights Plan, as amended, as a result
of the Pre-Closing Dividends referenced in Section 7.4(b)(v) or
the transactions contemplated hereby shall be paid by the Company promptly after
the Closing.  Once payment has been made, such plans will be
terminated by Buyer and the Company.

       

      (l)            For
any Affected Employee who has been previously awarded stock-based awards under
(a) AMR’s 1998 Long Term Incentive Plan, as amended, and its predecessor and (b)
the 2003 Employee Stock Incentive Plan (collectively referred to as, the “AMR Equity Awards”),
as of the Closing Date, such Affected Employee shall be deemed to have been
terminated not for cause for purposes of vesting and/or exercise under the terms
and conditions of such AMR Equity Awards.  From and after the Closing
Date, Affected Employees will not be eligible to receive AMR Equity Awards into
the future.

       

      (m)            From
and after the Closing Date, Affected Employees will cease to participate in all
Welfare Plans, Pension Plans and other employee benefit plans or programs
established or maintained by the Seller or its Affiliates and if applicable will
be deemed to have been terminated not for cause for purposes of vesting, if any,
under such plan or program; provided, if a plan
or program is part of the Transition Services Agreement, the Affected Employee
will continue to participate in such plan or program until the termination of
such participation as contemplated by the Transition Services
Agreement.

       

      8.2 Insurance; Risk of
Loss. 

       

      (a)            The
Company shall and AMR shall cause the Company to keep insurance policies
currently maintained by the Company covering its Business and current or former
employees, as the case may be, or suitable replacements therefor, in full force
and effect through the close of business on the Closing Date.  AMR
shall keep all insurance covering the Company and the Business in full force and
effect through the close of business on the Closing Date, and Buyer and the
Company shall become solely responsible for insurance coverage and related risk
of loss based on events occurring after the Closing with respect to the Company
and the Business.  Seller shall be solely responsible for losses based
on events occurring prior to the Closing that are within the scope of the
Company’s insurance policies and AMR’s insurance policies that cover the Company
as in effect on the date hereof.  To the extent that after the Closing
any Party hereto requires any information regarding claim data, payroll or other
information in order to make any filing with insurance carriers or self
insurance regulators from another Party hereto, the other Party will promptly
supply such information.

       

      (b)            AMR
shall procure an insurance and indemnification policy, that provides “run-off
coverage”, for six (6) years from the Closing Date, for events occurring on or
before the Closing Date, that is no less favorable in scope (with commercially
reasonable liability limits and deductibles) than AMR’s claims-made policies
that insure the Company, with respect to directors and officers liability in
effect as of the date hereof (the “Existing Policy”),
covering each person currently covered by the Existing
Policy.  Alternatively, for a period of six (6) years from the Closing
Date, AMR, at its sole cost, may elect to continue AMR’s existing claims-made
policies to provide coverage for events occurring on or before the Closing Date
on terms no less favorable than those afforded to other individuals insured by
AMR’s claims-made directors and officers liability policy then in effect and
covering each person currently covered by the Existing Policy.

       

      8.3 Section 15 of the Investment
Company Act.

       

      From and
after the Closing Date, Buyer shall use reasonable best efforts to cause the
Company to conduct its business so as to assure that:

       

      (a)            for
a period of not less than three (3) years following the Closing Date, at least
seventy-five percent (75%) of the members of the board of trustees of each Trust
are not Interested Persons of Buyer, AMR or the Company or any of their
respective Affiliates or any other investment adviser or predecessor investment
adviser (within the meaning of the Investment Company Act) to any of the Funds
and to the extent applicable, such non-Interested Persons shall have been
nominated and elected in accordance with Section 16(b) of the Investment Company
Act; and

       

      (b)            for
a period of not less than two (2) years following the Closing Date, there is not
imposed on any Fund an “unfair burden” (within the meaning of Section 15(f) of
the Investment Company Act) with respect to the transactions contemplated by
this Agreement, or any express or implied terms, conditions or understanding
applicable thereto.

       

      8.4 Covenant Not to
Compete. 

       

      Seller
agrees that, for a period of five (5) years following the Closing Date, neither
Seller nor any Affiliate of Seller (any “Seller Party”) shall,
without Buyer’s prior written consent, directly or indirectly, engage or
participate in, or acquire an ownership interest in a Person providing,
Investment Management Services anywhere in the United States in competition with
the Company or the Subsidiary; provided that the foregoing shall not prohibit
any Seller Party from:

       

      (i) acquiring,
in the aggregate, less than a five percent (5%) equity interest in any Person
which provides Investment Management Services, it being understood that a Seller
Party shall not be considered to have participated in an acquisition of an
aggregate interest in any such Person of five percent (5%) or more if such
Seller Party (i) acquired less than a five percent (5%) interest in such Person
and (ii) acted independently and without knowledge of any other Seller Party
acquiring an interest in such Person whose acquired interest in such Person,
when added to such Seller Party’s acquired interest, is less than a ten percent
(10%) interest in such Person and upon discovery of such aggregate interest
equal to or greater than five percent (5%) Seller Party uses commercially
reasonable efforts to divest the portion of such interest in excess of five
percent (5%);

       

      (ii) acquiring
an equity interest in any Person which provides Investment Management Services
through an account or entity over which such Seller Party has no direct or
indirect investment discretion or control;

       

      (iii)  acquiring
any equity interest in any Person that, among other businesses, provides
Investment Management Services; provided that (x) the annual revenue of such
company or business derived from the provision of Investment Management Services
is less than ten percent (10%) of such company’s annual revenues and (y) such
Seller Party uses commercially reasonable efforts to divest the portion of any
such acquired business providing Investment Management Services as soon as
reasonably practicable; or

       

      (iv)
being acquired, directly or indirectly, by any third party engaged in Investment
Management Services acquires, directly or indirectly, in a transaction in which
such third party acquires substantially all of the assets or a majority of the
equity interests of a Seller Party.

       

      8.5 Confidentiality; Covenant
Not to Solicit.

       

      (a)            Following
the Closing Date, neither Seller nor any Affiliate of Seller shall, directly or
indirectly, make public comments, statement or communication or disclose any
confidential information with respect to any matters regarding Buyer, the
Company or the Business, or any of the terms, conditions or aspects of the
transactions contemplated by this Agreement, except as and to the extent that
any such Person shall be so obligated by law or the rules of any stock exchange,
in which case Buyer shall be advised and the Parties shall use their best
efforts to cause a mutually agreeable release or announcement to be
issued.

       

      (b)            AMR
agrees that, for a period of five (5) years following the Closing Date, neither
AMR nor any other Seller Party shall, without Buyer’s prior written consent,
directly or indirectly, solicit for employment or as a consultant any individual
who is at the time of, or was within a one (1) year period prior to, the
solicitation, an employee of the Company or the Subsidiary receiving a salary of
at least $100,000 and an Affected Employee (it being understood that the
publication of a solicitation for employment in a newspaper or magazine of
general circulation shall not alone be deemed a solicitation for employment in
violation of this Section
8.5).

       

      8.6 Relief for Violation.


       

       AMR
recognizes that the performance of its obligations under Sections 8.4 and
8.5 are
special, unique and extraordinary in character and that, in the event of any
actual or threatened violation of any provision of Sections 8.4 or 8.5, Buyer shall be
entitled to institute and prosecute proceedings in any court of competent
jurisdiction, either in law or in equity, to obtain damages for any actual
violation, enforce the specific performance and/or enjoin any actions in
violation of Sections
8.4 or 8.5.

       

      8.7 Client Fees.


       

      Buyer
agrees that, for a period of five (5) years after the Closing Date, Buyer shall
not make or propose any increases in the fee schedules contained in the
Management Contracts of any Related Client as such fee schedules are set forth
on Schedule
5.9.

       

      8.8 Transfer
Expenses.


       

       All
federal, state, local and foreign sales, transfer, stamp and notarial taxes,
fees and other duties (collectively, “Transfer Expenses”),
if any, under Applicable Law incurred in connection with the sale and transfer
of the Shares pursuant to this Agreement will be borne and paid fifty percent
(50%) by Buyer and fifty percent (50%) by Seller, and Buyer shall promptly
reimburse Seller for fifty percent (50%) of any Transfer Expenses which Seller
and/or any of its affiliates is required to pay under Applicable
Law.

       

      8.9 Fees of Independent
Fiduciary.  

       

      AMR
agrees that it or its Affiliates shall pay or cause to be paid all expenses
incurred up to, on and after the Closing Date for engaging an independent
fiduciary with respect to any ERISA Client that is, holds the “plan assets” of,
or acts on behalf of, any employee benefit plan maintained by AMR or any
Affiliate of AMR.

       

      8.10 338(h)(10) Election.


       

      Buyer and
Seller shall join in making a valid, timely election under
Section 338(h)(10) of the Code (and any corresponding elections under state
and/or local tax law, collectively, a “338(h)(10) Election”)
with respect to the Buyer’s acquisition of the Shares in accordance with
applicable statutes, rules and regulations, including IRS Form 8023 and Treasury
Regulation Section 1.338(h)(10)-1.  Seller shall deliver or cause to
be delivered to Buyer at Closing IRS Form 8023 properly and fully executed and
completed with respect to Buyer's acquisition of the Shares.  Buyer
shall prepare a properly and fully completed IRS Form 8883 pursuant to
Treasury Regulation Section 1.1060-1 or shall take such other action required
pursuant to the Treasury Regulations under Section 338(h)(10) of the Code to
report the allocation of the Purchase Price (the “Purchase Price
Allocation”).  Seller agrees that, within fifteen (15) days of
receiving the Purchase Price Allocation, complying with the requirements of the
preceding sentences it shall sign the Purchase Price Allocation and return an
executed copy thereof to the Buyer.  Neither Seller nor Buyer shall,
nor shall permit any of their Affiliates to, file any Tax Return, or take any
position with a taxing authority, that is inconsistent with the Purchase Price
Allocation.

       

      8.11 Intellectual
Property.

       

      From and
after the Closing, AMR agrees, at Buyer’s request and sole expense, to provide
reasonable assistance with filing registrations for Company Intellectual
Property or for causing Company Intellectual Property to be
registered.

       

      8.12 Audited Financials.


       

      From and
after the Closing, AMR agrees, at Buyer’s request and sole expense, to provide
reasonable assistance to Buyer, including reasonable access during normal
business hours, upon reasonable prior notice and in such manner as will not
unreasonably interfere with operations or the conduct of the business of such
persons, to the officers and employees of Seller and its Affiliates, for
preparing audited financial statements for periods prior to or for fiscal
periods that include the Closing Date and/or for preparing registration
materials for a public offering of Buyer’s securities.

       

      8.13 AMR Plans.


       

      (a)            During
the five (5) year period commencing on the Closing Date, with respect to any
ERISA Client that is, holds the “plan assets” of, or acts on behalf of, any
employee benefit plan maintained by AMR or any Affiliate of AMR and is or was a
Related Client, AMR shall pay or shall cause to be paid from assets other than
the assets of such plans, a portion of the total investment management fees
charged by the managers of all such plans, whether any such manager is the
Company or a third party, in an amount not less than $5,000,000 per year (the
“Obligation”).  Solely for purposes of this calculation to the extent
any such fees are paid to a manager other than the Company, such Obligation
shall be reduced by a percentage amount equal to AMR’s average fully diluted
equity interest in the Company during such year.  The purpose of the
adjustment shall be to ensure that AMR is economically indifferent in terms of
amounts of any fees paid in meeting this obligation between payments to the
Company and payments to other managers.

       

      8.14 Transition Services
Agreement. 

       

      (a)            From
the date hereof to the Closing Date, each of the parties to this Agreement will
use commercially reasonable efforts to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary or advisable to ensure that
the Company owns and possesses or continues to use and possess, as applicable,
all, tangible and intangible, assets and rights and has access to all services
provided by the Seller or by contractors of the Seller to the Company, as are
necessary to operate and carry on the Business as conducted immediately prior to
the date of this Agreement.

      


      (b)            The
parties agree to negotiate in good faith the preparation and execution of the
Transition Services Agreement.

      


       

      ARTICLE
IX                                

       

      CONDITIONS
PRECEDENT TO OBLIGATIONS OF BUYER

       

      The
obligations of Buyer under this Agreement shall, at the option of Buyer (to the
extent permissible under Applicable Law), be subject to the satisfaction, on or
prior to the Closing Date, of the following conditions:

      


      9.1 No
Misrepresentation or Breach of Covenants and Warranties. Each of the Company and


       

      Seller
shall have performed or complied in all material respects with all of its
covenants and agreements herein, each of the representations and warranties of
Seller and the Company contained in this Agreement shall be true and correct on
the Closing Date as though made on the Closing Date (except to the extent that
they expressly relate to an earlier date) without giving effect to any
materiality or Material Adverse Effect qualification set forth therein, except
for changes therein specifically resulting from any transaction expressly
consented to in writing by Buyer and other than breaches of representations and
warranties which, individually or in the aggregate, have not had and would not
reasonably be expected to have a Material Adverse Effect; and there shall have
been delivered to Buyer a certificate to such effect, dated the Closing Date,
signed on behalf of Seller by a duly authorized officer.

       

      9.2 No Restraint.


       

      The
waiting period under the HSR Act (if applicable) shall have expired or been
terminated, and no injunction or restraining order shall have been issued by any
court of competent jurisdiction and be in effect which restrains or prohibits
any material transaction contemplated hereby or imposes conditions materially
adverse, to any Party hereunder, including requiring any divestiture of assets
or imposing any restrictions on operations.

       

      9.3 Governmental
Approvals.  

       

      The
Parties shall have made all filings with, and shall have received all approvals
and actions of or by, all Governmental Bodies necessary to consummate the
transactions contemplated hereby without imposing any conditions materially
adverse to any Party, including requiring any divestiture of assets or imposing
any restrictions on operations, and to allow the Company to continue the
Business immediately following the Closing Date in substantially the manner it
is currently conducted, other than any filings, approvals and actions which are
not required to be made or obtained prior to the Closing by Applicable
Law.

       

      9.4 No Litigation.


       

      No
action, suit or proceeding shall be pending before any court or quasi-judicial
or administrative agency of any federal, state, local, or foreign jurisdiction
or before any arbitrator wherein an unfavorable judgment, decree, injunction,
order or ruling would prevent the performance of any material transaction
contemplated hereby, declare unlawful the transactions contemplated by this
Agreement or cause such transactions to be rescinded, and no judgment, decree,
injunction, order or ruling shall have been entered which has any of the
foregoing effects.

       

      9.5 Closing Revenue
Run-Rate. 

       

      The
Closing Revenue Run-Rate shall comprise at least eighty percent (80%) of the
Base Revenue Run-Rate.

       

      9.6 New Management
Contracts. 

       

      Each
ERISA Client shall have entered into a new Management Contract with the Company,
in form and substance satisfactory to Buyer, which new Management Contracts
shall have been duly authorized and approved under all Applicable Law
(including, without limitation, with respect to each ERISA Client, by its
independent fiduciary).

       

      9.7 Closing Date
Deliveries. 

       

      Seller
shall have delivered to Buyer each of the closing date deliveries listed in
Section
4.4.

       

      ARTICLE
X                                

       

      CONDITIONS
PRECEDENT TO OBLIGATIONS OF SELLER AND THE COMPANY

       

      The
obligations of Seller and the Company under this Agreement shall, at the option
of Seller (to the extent permissible under Applicable Law), be subject to the
satisfaction, on or prior to the Closing Date, of the following
conditions:

      


      10.1 No Misrepresentation or
Breach of Covenants and Warranties. 

       

      Buyer
shall have performed or complied in all material respects with all of its
covenants and agreements herein, each of the representations and warranties of
Buyer contained in this Agreement shall be true and correct on the Closing Date
as though made on the Closing Date (except to the extent they expressly relate
to an earlier date) without giving effect to any materiality limitation or
qualification, except for changes therein specifically resulting from any
transaction expressly consented to in writing by the Seller and other than
breaches of representations and warranties which, individually or in the
aggregate, have not had and would not reasonably be expected to have a material
adverse effect on Buyer’s ability to consummate the transactions contemplated
hereby; and there shall have been delivered to Seller a certificate to such
effect, dated the Closing Date, signed on behalf of Buyer by a duly authorized
officer of Buyer.

       

      10.2 No Restraint.


       

      The
waiting period under the HSR Act (if applicable) shall have expired or been
terminated, and no injunction or restraining order shall have been issued by any
court of competent jurisdiction and be in effect which restrains or prohibits
any material transaction contemplated hereby or imposes conditions materially
adverse to any Party hereunder, including requiring any divestiture of assets or
imposing any restrictions on operations.

       

      10.3 Governmental
Approvals. 

       

      The
Parties shall have made all filings with, and shall have received all approvals
and actions of or by, all Governmental Bodies necessary to consummate the
transactions contemplated hereby without imposing any conditions materially
adverse to any Party, including requiring any divestiture of assets or imposing
any restrictions on operations, and to allow the Company to continue the
Business immediately following the Closing Date in substantially the manner it
is currently conducted, other than any filings, approvals and actions which are
not required to be obtained prior to the Closing by Applicable Law.

       

      10.4 No Litigation.


       

      No
action, suit or proceeding shall be pending before any court or quasi-judicial
or administrative agency of any federal, state, local, or foreign jurisdiction
or before any arbitrator wherein an unfavorable judgment, decree, injunction,
order or ruling would prevent the performance of any material transaction
contemplated hereby, declare unlawful the transactions contemplated by this
Agreement or cause such transactions to be rescinded, and no judgment, decree,
injunction, order or ruling shall have been entered which has any of the
foregoing effects.

       

      10.5 Closing Revenue
Run-Rate. 

       

      The
Closing Revenue Run-Rate shall comprise not more than one hundred twenty percent
(120%) of the Base Revenue Run-Rate.

       

      10.6 New Management
Contracts. 

       

      The
Company shall have entered into a new Management Contract with each ERISA
Client, in form and substance satisfactory to Buyer, which new Management
Contracts shall have been duly authorized and approved under all Applicable Law
(including without limitation, with respect to each ERISA Client, by its
independent fiduciary).

       

      10.7 Section 15
Compliance. 

       

      Effective
upon the Closing, no more than twenty-five percent (25%) of the members of the
board of trustees (as applicable) of any Trust shall be Interested Persons of
Buyer, AMR, the Company or any of their respective Affiliates or any other
investment adviser or predecessor investment adviser (within the meaning of the
Investment Company Act) to any of the Funds.

       

      10.8 Closing Date
Deliveries. 

       

      Buyer
shall have delivered to Seller each of the closing date deliveries listed in
Section
4.3.

       

      ARTICLE
XI                                

       

      INDEMNIFICATION

       

      11.1 Indemnification by
Seller. 

       

      (a) From and
after the Closing, Seller agrees to indemnify and hold harmless each Buyer Group
Member from and against any and all Losses and Expenses incurred by such Buyer
Group Member in connection with or arising from:

       

      (i) any
breach of any warranty or the inaccuracy of any representation of Seller and the
Company contained or referred to in this Agreement or the certificate delivered
by or on behalf of Seller and the Company pursuant to Section
9.1(a);

       

      (ii) any
breach by Seller and the Company of, or failure by Seller and the Company to
perform, any of their respective covenants or obligations contained in this
Agreement;

       

      (iii) any claim
brought by an ERISA Client who is or was prior to the Closing Date a Related
Client for events that occurred in whole or in part on or prior to the Closing
Date;

       

      (iv)             any
Taxes imposed on or in respect of the Company, the Subsidiary or any of the
Funds in respect of any Pre-Closing Tax Period (including as a result of the
Company, the Subsidiary or any of the Funds being treated prior to the Closing
as a member of any consolidated, combined, unitary or similar group with respect
to which the Company is not the common parent pursuant to the laws of the United
States, any foreign jurisdiction or any state or locality), as reasonably
determined in accordance with the Company’s ordinary and customary Tax reporting
practices, and based on a closing of the books of the Company, the Subsidiary or
any of the Funds at the end of the Closing Date, and

       

      (v)             any
Losses or Expenses relating to or arising in connection with the claims against
the Company by Ronald A. Katz Technology Licensing, L.P. or its Affiliates,
successors or assigns, including the matter described in Schedule
5.12.

       

      (b) Notwithstanding
anything in Section
11.1(a) to the contrary, Seller shall be required to indemnify and hold
harmless each Buyer Group Member in respect of claims for indemnification made
under Section
11.1(a)(i) for breaches of representations and warranties only to the
extent that:

       

      (i) the
amount of Loss and Expense suffered by Buyer Group Members related to such
individual claim under Section 11.1(a)(i)
exceeds $25,000 (it being understood that such $25,000 shall be a deductible for
which Seller shall bear no indemnification responsibility);

       

      (ii) the
aggregate amount of all Losses and Expenses for claims under Section 11.1(a)(i)
exceeds one percent (1%) of the Final Cash Purchase Price; provided that
once such Losses and Expenses equal or exceed such threshold, subject to Sections 11.1(b)(i)
and 11.1(b)(iii), Seller
shall be liable for all Losses and Expenses (including any Losses and Expenses
previously not indemnified pursuant to this Section 11.1(b)(ii);
and

       

      (iii) the
aggregate amount required to be paid by Seller related to such claims under
Section
11.1(a)(i) shall not exceed ten percent (10%) of the Final Cash Purchase
Price.

       

      Notwithstanding
anything to the contrary herein, the limitations contained in clauses (i), (ii)
and (iii) shall not apply to any Loss or Expense incurred by any Buyer Group
Member: (A) in connection with or arising from fraud, (B) any breach of any
representation or warranty in Sections 5.2(b),
5.3, 5.4(a), 5.7 and 5.24(g) or (C) for
claims pursuant to Sections 11.1(a)(ii),
11.1(a)(iii),
11.1(a)(iv) and
11.1(a)(v).  In
no event shall the aggregate amount required to be paid by Seller without such
limitations pursuant to this Section 11.1(a)
exceed the Final Cash Purchase Price.

      


      (c) The
indemnification provided for in Section 11.1(a)(i)
shall terminate eighteen months after the Closing Date (and no claims shall be
made by any Buyer Group Member under Section 11.1(a)(i)
thereafter), except that the indemnification by the Company under Section 11.1(a)(i)
shall continue as to:

       

      (i) the
representations and warranties of Seller and the Company set forth in Sections 5.2, 5.3, 5.4(a), 5.7, 5.9(g), 5.14, 5.17(c), 5.24(d), and 5.24(g), which shall
survive until the expiration of the relevant statutory period of limitations
applicable to the underlying claim, giving effect to any waiver, mitigation or
extension thereof;

       

      (ii) the
representations and warranties of Seller and the Company set forth in Sections 5.9 (other than 5.9(g)), 5.17 (other than
5.17(d)), 5.21
and 5.24 (other
than 5.24(d)
and 5.24(g)), which shall survive until the earlier of (x) the fifth anniversary
of the Closing Date and (y) the relevant statutory period of limitations
applicable to the underlying claim, giving effect to any waiver, mitigation or
extension thereof;

       

      (iii) any
Losses or Expenses of which any Buyer Group Member has validly given a Claim
Notice to Seller in accordance with the requirements of Section 11.3 on or
prior to the date such indemnification would otherwise terminate in accordance
with this Section
11.1(c), as to which the obligation of Seller shall continue solely with
respect to the specific matters in such Claim Notice until the liability of
Seller shall have been determined pursuant to this Article XI, and
Seller shall have reimbursed all Buyer Group Members for the full amount of such
Losses and Expenses that are payable with respect to such Claim Notice in
accordance with this Article XI;
and

       

      (iv) claims
for indemnification based on fraud.

       

      (d) The
indemnification provided for in Section 11.1(a)(ii)
shall survive the execution and delivery of this Agreement and the Closing until
such obligations and covenants identified therein are performed or the
obligation to so perform shall have expired and for a period of ninety (90) days
thereafter, except the covenants of Seller set forth in Articles II and III and Section 8.2 shall
survive until the expiration of the relevant statutory period of limitations
applicable to the underlying claim, giving effect to any waiver, mitigation or
extension thereof; and, provided, that any
Losses or Expenses of which any Buyer Group Member has validly given a Claim
Notice to Seller in accordance with the requirements of Section 11.3 on or
prior to the date such indemnification would otherwise terminate in accordance
with this Section
11.1(d), as to which the obligation of Seller shall continue solely with
respect to the specific matters in such Claim Notice until the liability of
Seller shall have been determined pursuant to this Article XI, and
Seller shall have reimbursed all Buyer Group Members for the full amount of such
Losses and Expenses that are payable with respect to such Claim Notice in
accordance with this Article
XI.

       

      (e) The
indemnification provided for in Section 11.1(a)(iii)
shall survive until the expiration of the relevant statutory period of
limitations applicable to the underlying claim (and no claims shall be made by
any Buyer Group Member under Section 11.1(a)(iii)
thereafter).

       

      (f) The
indemnification provided for in Section 11.1(a)(iv)
shall survive the Closing Date and continue until thirty (30) days following the
expiration of the statute of limitations on assessment of any Taxes.
Notwithstanding the foregoing, any claim for indemnification shall survive such
termination date if any Buyer Group Member, prior to such termination date,
shall have advised Seller in writing of facts that constitute or may give rise
to an alleged claim for indemnification under Section 11.1(a)(iv),
specifying in reasonable detail the basis under this Agreement for such
claim.

       

      (g)            The
indemnification provided for in Section 11.1(a)(v)
shall survive the Closing Date and continue until the liability of Seller shall
have been determined pursuant to this Article
XI.

       

      11.2 Indemnification by
Buyer.

       

      (a) From and
after the Closing, Buyer agrees to indemnify and hold harmless each Seller Group
Member from and against any and all Losses and Expenses incurred by such Seller
Group Member in connection with or arising from:

       

      (i) any
breach of any warranty or the inaccuracy of any representation of Buyer
contained or referred to in this Agreement or the certificate delivered by or on
behalf of Buyer pursuant to Section 10.1(a);
and

       

      (ii) any
breach by Buyer of, or failure by Buyer to perform, any of its covenants and
obligations contained in this Agreement.

       

      (b) Notwithstanding
anything in Section
11.2(a) to the contrary, Buyer shall be required to indemnify and hold
harmless each Seller Group Member in respect of claims for indemnification made
under Section
11.2(a)(i) for breaches of representations and warranties only to the
extent that:

       

      (i) the
amount of Loss and Expense suffered by Seller Group Members related to each
individual claim under Section 11.2(a)(i)
exceeds $25,000 (it being understood that such $25,000 shall be a deductible for
which Buyer shall bear no indemnification responsibility);

       

      (ii) the
aggregate amount of all Losses and Expenses for claims under Section 11.2(a)(i)
exceeds one percent (1%) of the Final Cash Purchase Price; provided that
once such Losses and Expenses equal or exceed such threshold, subject to Sections 11.2(b)(i)
and 11.2(b)(iii), Buyer
shall be liable for all Losses and Expenses (including any Losses and Expenses
previously not indemnified pursuant to this Section 11.2(b)(ii);
and

       

      (iii) the
aggregate amount required to be paid by Buyer related to such claims under Section 11.2(a)(i)
shall not exceed ten percent (10%) of the Final Cash Purchase
Price.

       

      Notwithstanding
anything to the contrary herein, the limitations contained in clauses (i), (ii)
and (iii) shall not apply to any Loss or Expense incurred by any Seller Group
Member: (A) in connection with or arising from fraud, (B) any breach of any
representation or warranty in Section 6.2(a) or (C)
for claims pursuant to Section
11.2(a)(ii).  In no event shall the aggregate amount required
to be paid by Buyer without such limitations pursuant to this Section 11.2(a)
exceed the Final Cash Purchase Price.

      


      (c) The
indemnification provided for in Section 11.2(a)(i)
shall terminate eighteen months after the Closing Date (and no claims shall be
made by any Seller Group Member under Section 11.2(a)(i)
thereafter), except that the indemnification by Buyer shall continue as
to:

       

      (i) the
representations and warranties of Buyer set forth in Section 6.2(a), which
shall survive until the expiration of the relevant statutory period of
limitations applicable to the underlying claim, giving effect to any waiver,
mitigation or extension thereof;

       

      (ii) the
representations and warranties of Buyer set forth in Sections 6.6, 6.8 or 6.10 which shall
survive until the earlier of (x) the fifth anniversary of the Closing Date and
(y) the relevant statutory period of limitations applicable to the underlying
claim, giving effect to any waiver mitigation or extension thereof;

       

      (iii) any
Losses or Expenses of which any Seller Group Member has validly given a Claim
Notice to Buyer in accordance with the requirements of Section 11.3 on or
prior to the date such indemnification would otherwise terminate in accordance
with this Section
11.2(c), as to which the obligation of Buyer shall continue solely with
respect to the specific matters in such Claim Notice until the liability of
Buyer shall have been determined pursuant to this Article XI, and Buyer
shall have reimbursed all Seller Group Members for the full amount of such
Losses and Expenses that are payable with respect to such Claim Notice in
accordance with this Article XI;
and

       

      (iv) claims
for indemnification based on fraud.

       

      (d) The
indemnification provided for in Section 11.2(a)(ii)
shall survive the execution and delivery of this Agreement and the Closing until
such covenants and obligations identified therein are performed or the
obligation to so perform shall have expired and for a period of ninety (90) days
thereafter, except the covenants of Buyer set forth in Articles II and III and Sections 8.1, 8.2 and 8.3 shall survive
until the expiration of the relevant statutory period of limitations applicable
to the underlying claim, giving effect to any waiver, mitigation or extension
thereof; provided, that any
Losses or Expenses of which any Seller Group Member has validly given a Claim
Notice to Buyer in accordance with the requirements of Section 11.3 on or
prior to the date such indemnification would otherwise terminate in accordance
with this Section
11.2(d), as to which the obligation of Buyer shall continue solely with
respect to the specific matters in such Claim Notice until the liability of
Buyer shall have been determined pursuant to this Article XI, and Buyer
shall have reimbursed all Seller Group Members for the full amount of such
Losses and Expenses that are payable with respect to such Claim Notice in
accordance with this Article
XI.

       

      11.3 Notice of Claims.


       

      Any Buyer
Group Member or Seller Group Member seeking indemnification hereunder (the
“Indemnified
Party”) shall give promptly to the party obligated to provide
indemnification to such Indemnified Party (the “Indemnitor”) a notice
(a “Claim
Notice”) describing in reasonable detail the facts giving rise to the
claim for indemnification hereunder and shall include in such Claim Notice (if
then known) the amount or the method of computation of the amount of such claim,
and a reference to the provision of this Agreement or any other agreement,
document or instrument executed hereunder or in connection herewith upon which
such claim is based; provided, however, that a Claim
Notice in respect of any action at law or suit in equity by or against a third
Person as to which indemnification will be sought shall be governed by Section
11.5.

       

      11.4 Determination of
Amount. 

       

      (a) For
purposes of determining Losses and Expenses pursuant to Section 11.1(a)(i)
and Section
11.2(a)(i), representations and warranties shall be read without regard
to any materiality, Material Adverse Effect or knowledge limitation or
qualification contained therein.

       

      (b) In
calculating any Loss or Expense there shall be deducted any insurance proceeds
which the Indemnified Party has received.  If an Indemnitor is
required to indemnify an Indemnified Party pursuant to the provisions of Sections 11.1 or
11.2, and the
cost, expense or liability for which the indemnification is sought has provided
such Indemnified Party with a Tax benefit that is actually recognized currently,
the amount of such Tax benefit shall reduce the Indemnitor’s liability to
indemnify such Indemnified Party.

       

      (c) After the
giving of any Claim Notice pursuant to Section 11.3, the
amount of indemnification to which an Indemnified Party shall be entitled under
this Article XI
shall be determined: (i) by the written agreement between the Indemnified Party
and the Indemnitor; (ii) by a final judgment or decree of any court, arbitration
board or administrative agency of competent jurisdiction; or (iii) by any other
means to which the Indemnified Party and the Indemnitor shall
agree.  The judgment or decree of a court, arbitration board or
administrative agency shall be deemed final when the time for appeal, if any,
shall have expired and no appeal shall have been taken or when all appeals taken
shall have been finally determined.

       

      (d) Buyer and
Seller agree that, for purposes of computing the amount of any indemnification
payment under this Article XI, the
parties shall treat any such indemnification payment as an adjustment to the
Final Cash Purchase Price for all Tax purposes.  If, contrary to the
position of the parties, any payment made pursuant to this Agreement is required
by any taxing authority to be treated as taxable income of the recipient, then
the payor shall indemnify and hold harmless the recipient on an after-Tax basis
from any liability for Taxes attributable to the receipt of such
payment.

       

      11.5 Third Person
Claims.  

       

      (a) Any party
seeking indemnification provided for under this Agreement in respect of, arising
out of or involving a claim or demand made by any third Person against the
Indemnified Party shall notify the Indemnitor in writing, and in reasonable
detail, of the third Person claim within thirty (30) days after receipt by such
Indemnified Party of written notice of the third Person claim.  Any
notice of a claim by reason of any of the representations, warranties or
covenants contained in this Agreement shall contain a reference to the provision
of this Agreement or any other agreement, document or instrument executed
hereunder or in connection herewith upon which such claim is based, the facts
giving rise to an alleged basis for the claim and (if then known) the amount or
method of computation of the liability asserted against the Indemnitor by reason
of the claim.  Thereafter, the Indemnified Party shall deliver to the
Indemnitor, within 10 Business Days after the Indemnified Party’s receipt
thereof, copies of all notices and documents (including court papers) received
by the Indemnified Party relating to the third Person
claim.  Notwithstanding the foregoing, should a party be physically
served with a complaint with regard to a third Person claim, the Indemnified
Party shall provide the Indemnitor with a copy of the complaint within five (5)
Business Days after receipt thereof and shall deliver to the Indemnitor within
seven (7) Business Days after the receipt of such complaint copies of notices
and documents (including court papers) received by the Indemnified Party
relating to the third Person claim.  The failure to give notice as
provided in this Section 11.5 shall
not relieve the Indemnitor of its obligations under this Article XI except,
and then only to the extent, it shall have been materially prejudiced by such
failure.

       

      (b) Within
ten (10) Business Days after receiving a Claim Notice for indemnification or
reimbursement under Section 11.3 or this
Section 11.5,
the Indemnitor shall, by written notice to the Indemnified Party, either (i)
concede or deny liability for the claim in whole or in part, or (ii) in the case
of a claim asserted by a third party, advise that the matters set forth in the
notice are, or will be, subject to contest or legal proceedings not yet finally
resolved.  If the Indemnitor concedes liability in whole or in part,
it shall, within thirty (30) Business Days of such concession, make payment of
the amount of the claim to the Indemnified Party to the extent of the liability
conceded, in immediately available funds equal to the amount of such claim so
payable.  If the Indemnitor denies liability in whole or in part or
advises that the matters set forth in the notice are, or will be, subject to
contest or legal proceedings not yet finally resolved, then the Indemnitor shall
make no payment (except for the amount of any conceded liability payable as set
forth above) until the matter is resolved in accordance with this
Agreement.

       

      (c) In the
case of any third party claim, if within ten (10) Business Days after receiving
the notice described in the preceding paragraph (a), the Indemnitor gives
written notice to the Indemnified Party stating that the Indemnitor would be
liable under the provisions hereof for indemnity in the amount of such claim if
such claim were valid and that the Indemnitor disputes and intends to defend
against such claim, liability or expense at the Indemnitor’s own cost and
expense then counsel for the defense shall be selected by the Indemnitor
(subject to the consent of such Indemnified Party which consent shall not be
unreasonably withheld) and the Indemnitor shall not be required to consent to
any payment to the Indemnified Party with respect to such claim, liability or
expense as long as the Indemnitor is conducting a good faith and diligent
defense at its own expense; provided, however, that the
assumption of defense of any such matters by the Indemnitor shall relate solely
to the claim, liability or expense that is subject or potentially subject to
indemnification  If the Indemnitor assumes such defense in accordance
with the preceding sentence, it shall have the right, with the consent of such
Indemnified Party, which consent shall not be unreasonably withheld, to settle
all indemnifiable matters related to claims by third parties which are
susceptible to being settled provided the Indemnitor’s obligation to indemnify
such Indemnified Party therefor will be fully satisfied only by payment of money
by the Indemnitor pursuant to a settlement which includes a complete release of
such Indemnified Party.  Notwithstanding anything herein stated, such
Indemnified Party shall at all times have the right to fully participate in such
defense at its own expense directly or through counsel; provided, however, if the named
parties to the action or proceeding include both the Indemnitor and the
Indemnified Party and representation of both parties by the same counsel would
be inappropriate under applicable standards of professional conduct, the
reasonable expense of separate counsel for such Indemnified Party shall be paid
by the Indemnitor provided that such Indemnitor shall be obligated to pay for
only one counsel for the Indemnified Party.  If no such notice of
intent to dispute and defend is given by the Indemnitor, or if such diligent
good faith defense is not being or ceases to be conducted, such Indemnified
Party may undertake the defense of (with counsel selected by such Indemnified
Party), and shall have the right to compromise or settle, such claim, liability
or expense (exercising reasonable business judgment) with the consent of the
Indemnitor, which consent shall not be unreasonably withheld.  After
any final judgment or award shall have been rendered by a court, arbitration
board or administrative agency of competent jurisdiction and the time in which
to appeal therefrom has expired, or a settlement shall have been consummated, or
the Indemnified Party and the Indemnitor shall arrive at a mutually binding
agreement with respect to each separate matter to be indemnified by the
Indemnitor hereunder, the Indemnified Party shall forward to the Indemnitor
notice of any sums due and owing by it with respect to such matter and the
Indemnitor shall pay all of the sums so owing to the Indemnified Party by wire
transfer, certified or bank cashier’s check within thirty (30) days after the
date of such notice.

       

      11.6 Limitations.

       

      (a) If the
Indemnified Party receives insurance proceeds with respect to an indemnified
Loss or Expense after the full amount of such indemnified Loss has been paid by
the Indemnifying Party, then such Indemnified Party shall promptly remit to the
Indemnifying Party an amount equal to the excess (if any) of (i) the amount
theretofore paid by the Indemnifying Party in respect of such indemnified Loss
or Expense, less (ii) the amount of the indemnity payment that would have been
due if such insurance proceeds in respect thereof had been received before the
indemnity payment was made, net of any expenses incurred by such Indemnified
Party in collecting such insurance proceeds.

       

      (b) Seller
shall not be required to indemnify and hold harmless any Buyer Group Member
pursuant to Section
11.1(a) if, and only to the extent that, any Losses or Expenses incurred
by such Buyer Group Member were received by, or otherwise credited to, Buyer in
the computation of the Final Cash Purchase Price pursuant to Section 3.3
(including by means of any reserve set forth in the Net Working Capital
Adjustment Report with respect to the type of such matter).

       

      (c) Except
for remedies that cannot be waived as a matter of law and injunctive and
provisional relief (including, but not limited to, specific performance), this
Article XI
shall be the exclusive remedy for breaches of this Agreement (including any
covenant, obligation, representation or warranty contained in this Agreement or
in any certificate delivered pursuant to this Agreement) or otherwise in respect
of the sale of the Shares contemplated hereby.

       

      (d) Notwithstanding
anything to the contrary contained herein, the Seller shall be liable, without
any right of claim against the Company, for any breach of the representations
and warranties by the Company contained herein made as of the date hereof or as
of the Closing Date or pursuant to the certificate delivered pursuant to Section
9.1.  After the Closing, Seller shall have no rights against the
Company, its Subsidiary or any director, officer, or employee thereof (in their
capacity as such), whether by reason of contribution, indemnification,
reimbursement, subrogation, or otherwise, in respect of any payment by Seller
for any Losses or Expenses claimed by any Buyer Party pursuant to this Agreement
and Seller shall not take any action against such Person with respect thereto.
The Company, its Subsidiary and any director, officer or employee thereof shall
have no liability or obligation to Seller with respect to any representation by
the Company contained herein, and Seller has no right of indemnification,
reimbursement contribution, subrogation or otherwise from the Company, its
Subsidiary or any director, officer or employee thereof.

       

      ARTICLE
XII                                           

       

      TERMINATION

       

      12.1 Termination.


       

      Anything
contained in this Agreement to the contrary notwithstanding, this Agreement may
be terminated at any time prior to the Closing Date:

       

      (a) by the
mutual consent of Buyer and Seller;

       

      (b) by Buyer
in the event of any breach by Seller or the Company of any of Seller’s and the
Company’s covenants or agreements set forth in this Agreement, or if any of the
representations and warranties of Seller or the Company becomes untrue without
giving effect to any materiality limitation or qualification, except for changes
therein specifically resulting from any transaction expressly consented to in
writing by Buyer and other than breaches of representations and warranties
which, individually or in the aggregate, have not had and would not reasonably
be expected to have a Material Adverse Effect and such breach or untruth (i)
cannot be cured within sixty (60) days of the date on which Seller receives
written notice thereof or (ii) has not been cured within thirty (30) days after
receipt of notice by Seller from Buyer requesting such breach to be
cured;

       

      (c) by Seller
in the event of any breach by Buyer of any of Buyer’s covenants or agreements
set forth in this Agreement, or if any of the representations and warranties of
Buyer becomes untrue without giving effect to any materiality limitation or
qualification, except for changes therein specifically resulting from any
transaction expressly consented to in writing by Seller and other than breaches
of representations and warranties which, individually or in the aggregate, have
not had and would not reasonably be expected to have a material adverse effect
on Buyer’s ability to consummate the transactions contemplated hereby and such
breach or untruth (i) cannot be cured within sixty (60) days of the date on
which the Buyer receives written notice thereof or (ii) has not been cured
within thirty (30) days after receipt of written notice by Buyer from Seller
requesting such breach to be cured;

       

      (d) by Buyer
or Seller and the Company if any court of competent jurisdiction in the United
States or other United States Governmental Body shall have issued a final and
non-appealable order, decree or ruling permanently restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated hereby;
provided that a
party may not terminate this Agreement pursuant to this Section 12.1(d) if it
or its Affiliates’ failure to perform its obligations under this Agreement
resulted in or substantially contributed to the issuance of such judgment,
injunction or decree; or

       

      (e) by Buyer
or Seller and the Company if the Closing shall not have occurred on or before
December 31, 2008 (or such later date as may be agreed to in writing by Buyer
and Seller and the Company).

       

      12.2 Notice of
Termination. 

       

      Any Party
desiring to terminate this Agreement pursuant to Section 12.1 shall
give written notice of such termination to the other Parties to this
Agreement.

       

      12.3 Effect of
Termination. In
the event that this Agreement shall be terminated pursuant to this Article XII, all
further obligations of the Parties under this Agreement (other than Sections 13.3 and
13.10) shall be
terminated without further liability of any Party to the other; provided, however, that nothing
herein shall relieve any Party from liability for its willful breach of this
Agreement.

       

      12.4 Right to
Specific Performance.  Notwithstanding
anything to the contrary contained in this Agreement, it is specifically
understood and agreed that any material breach by either Party of its
obligations with respect to the purchase and sale of the Shares will result in
irreparable injury to the other Party, that the remedies available to such other
Party at law alone will be an inadequate remedy for such breach, and that, in
addition to any other legal or equitable remedies which such other Party may
have, such other Party may enforce its rights in court by an action for specific
performance and the Parties expressly waive the defense that a remedy in damages
will be adequate.

       

      ARTICLE
XIII                                           

       

      GENERAL
PROVISIONS

       

      13.1 Survival of Representations
and Warranties. 

       

      All
representations and warranties contained in this Agreement shall survive the
consummation of the transactions contemplated by this Agreement through the
period during which claims for indemnification may be made for such
representations and warranties pursuant to Article XI (at which
time such representations and warranties shall terminate).

       

      13.2 Governing Law.


       

      This
Agreement shall be governed by and construed in accordance with the internal
laws (as opposed to the conflicts of law provisions) of the State of
Delaware.

       

      13.3 No Public
Announcement. 

       

      Neither
Buyer nor the Company shall, without the approval of the other, make any press
release or other public announcement concerning the transactions contemplated by
this Agreement, except as and to the extent that any such Party shall be so
obligated by law, in which case the other Party shall be advised and the Parties
shall use their reasonable best efforts to cause a mutually agreeable release or
announcement to be issued; provided, however, that the
foregoing shall not preclude communications or disclosures necessary to
implement the provisions of this Agreement or to comply with the accounting and
the SEC disclosure obligations or the rules of any stock exchange.

       

      13.4 Notices.


       

      All
notices or other communications required or permitted hereunder shall be in
writing and shall be deemed given or delivered when delivered personally or upon
electronic confirmation of receipt when transmitted by facsimile transmission
(but only if followed by transmittal by overnight courier or hand delivery on
the next Business Day) or on receipt after sent by registered or certified mail
or by private courier addressed as follows:

       

      If to
Buyer, to:

      


      TPG
Capital, L.P.

      301
Commerce Street

      Suite
3300

      Fort
Worth, Texas 76102

      Fax:  (817)
871-4088

      Attention:  Clive
D. Bode, Esq.

      


      Pharos
Capital Group, LLC

      300
Crescent Court, Suite 1380

      Dallas,
TX 75201

      Fax:
(214) 855-1230

      Attention:  Kneeland
Youngblood

      


      
        	
                 
      

              	
                with
      a copy to (which shall not constitute
notice):

              


      

      


      Cleary
Gottlieb Steen & Hamilton LLP

      One
Liberty Plaza

      New York,
New York 10006

      Fax:  (212)
225-3999

      Attention:  Richard
S. Lincer

      


      If to the
Company or AMR, to:

      


      AMR
Corporation

      American
Beacon Advisors, Inc.

      MD 5566
4333 Amon Carter Blvd.

      Ft.
Worth, TX  76155

      Fax:  (817)
931-6133

      Attention:  Treasurer
and Vice President Corporate Development

      


      with a
copy to (which shall not constitute notice):

      


      Kelly
Hart & Hallman LLP

      201 Main
Street

      Suite
2500

      Fort
Worth, TX  76102

      Fax:  (817)
878-9709

      Attention:  F.
Richard Bernasek

      


      or to
such other address as such party may indicate by a notice delivered to the other
party hereto.

      


      13.5 Successors and
Assigns.

       

      (a) The
rights of any Party under this Agreement shall not be assignable by such Party
hereto prior to the Closing without the written consent of the other Parties,
except that Buyer may assign any or all of its rights and interests hereunder to
any Affiliate and Buyer may collaterally assign its rights to any lender
providing financing in connection with the transaction contemplated
hereby.  Any such assignment shall not relieve Buyer of any
obligations hereunder and the obligations of Buyer shall continue with respect
to any such assignee.

       

      (b) Except as
provided above, following the Closing, neither Party may assign any of its
rights hereunder to any third Person without the written consent of the other
Party, except that either Party may assign its rights hereunder to an
Affiliate.  Any assignment hereunder (whether before or after the
Closing) shall not relieve the assigning Party of its obligations
hereunder.  This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their successors and permitted
assigns.

       

      (c) Other
than the Parties and successors and assigns permitted by this Section 13.5 and
except as provided in Section 11 with
respect to the Indemnified Party, this Agreement is for the sole benefit of the
Parties to this Agreement and their permitted successors and assigns and nothing
in this Agreement, express or implied, is intended to or shall confer upon any
other Person, including any union or any employee or former employee of Seller
or it subsidiaries, any legal or equitable right, benefit or remedy of any
nature whatsoever, including any rights of employment for any specified period,
under or by reason of this Agreement.  Notwithstanding anything herein
to the contrary, nothing contained herein shall (i) be treated as an amendment
to any particular Welfare Plan, Pension Plan or other employee benefit plan or
arrangement, (ii) obligate Buyer or any of its subsidiaries to (A) maintain any
particular benefit plan or arrangement or (B) retain the employment of any
particular employee of AA seconded to the Company, or (iii) prevent Buyer or any
of its subsidiaries from amending or terminating any benefit plan or
arrangement.

       

      13.6 Access to Records after
Closing. 

       

      (a) For a
period of six (6) years after the Closing Date, AMR and its representatives
shall have reasonable access to all of the books and records of the Company and
the Subsidiary to the extent that such access may reasonably be required by AMR
in connection with matters relating to or affected by the operations of the
Company and the Subsidiary prior to the Closing Date.  Such access
shall be afforded by Buyer upon receipt of reasonable advance notice and during
normal business hours.  AMR shall be solely responsible for any costs
or expenses incurred by it pursuant to this Section
13.6.  If Buyer, the Company or the Subsidiary shall desire to
dispose of any of such books and records prior to the expiration of such
six-year period, Buyer shall, prior to such disposition, give AMR a reasonable
opportunity, at AMR’s expense, to segregate and remove such books and records as
AMR may select.

       

      (b) For a
period of six (6) years after the Closing Date, Buyer and its representatives
shall have reasonable access to all of the books and records relating to the
Company and the Subsidiary and the Funds which AMR or any of its Affiliates may
retain after the Closing Date.  Such access shall be afforded by AMR
and its Affiliates upon receipt of reasonable advance notice and during normal
business hours.  Buyer shall be solely responsible for any costs and
expenses incurred by it pursuant to this Section
13.6(b).  If AMR or any of its Affiliates shall desire to
dispose of any of such books and records prior to the expiration of such six
year period, AMR shall, prior to such disposition, give Buyer a reasonable
opportunity, at Buyer’s expense, to segregate and remove such books and records
as Buyer may select.

       

      13.7 Entire Agreement;
Amendments. 

       

      This
Agreement, the Exhibits and Schedules referred to herein, the documents
delivered pursuant hereto and the Confidentiality Agreement contain the entire
understanding of the Parties hereto with regard to the subject matter contained
herein or therein, and supersede all other prior representations, warranties,
agreements, understandings or letters of intent between or among any of the
Parties hereto.  This Agreement shall not be amended, modified or
supplemented except by a written instrument signed by an authorized
representative of each of the Parties hereto.

       

      13.8 Interpretation.


       

      Articles,
titles and headings to sections herein are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.  The Schedules and Exhibits referred
to herein shall be construed with and as an integral part of this Agreement to
the same extent as if they were set forth verbatim herein.  Disclosure
of any fact or item in any Schedule hereto referenced by a particular section in
this Agreement shall be deemed to have been disclosed with respect to every
other section in this Agreement but only to the extent it is reasonably apparent
on its face that such disclosure is applicable with respect to such other
section.  Neither the specification of any dollar amount in any
representation or warranty contained in this Agreement nor the inclusion of any
specific item in any Schedule hereto is intended to imply that such amount, or
higher or lower amounts, or the item so included or other items, are or are not
material, and no Party shall use the fact of the setting forth of any such
amount or the inclusion of any such item in any dispute or controversy between
the Parties as to whether any obligation, item or matter not described herein or
included in any Schedule is or is not material for purposes of this
Agreement.  Unless this Agreement specifically provides otherwise,
neither the specification of any item or matter in any representation or
warranty contained in this Agreement nor the inclusion of any specific item in
any Schedule hereto is intended to imply that such item or matter, or other
items or matters, are or are not in the ordinary course of business, and no
Party shall use the fact of the setting forth or the inclusion of any such item
or matter in any dispute or controversy between the Parties as to whether any
obligation, item or matter not described herein or included in any Schedule is
or is not in the ordinary course of business for purposes of this
Agreement.

       

      13.9 Waivers.


       

      Any term
or provision of this Agreement may be waived, or the time for its performance
may be extended, by the Party or Parties entitled to the benefit
thereof.  Any such waiver shall be validly and sufficiently authorized
for the purposes of this Agreement if, as to any Party, it is authorized in
writing by an authorized representative of such Party.  The failure of
any Party hereto to enforce at any time any provision of this Agreement shall
not be construed to be a waiver of such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of any Party
thereafter to enforce each and every such provision.  Except as
otherwise provided in Articles IX and X, no waiver of any
breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach.

       

      13.10 Expenses.


       

      Except as
expressly set forth herein, each Party hereto will pay all costs and expenses
incident to its negotiation and preparation of this Agreement and to its
performance and compliance with all agreements and conditions contained herein
on its part to be performed or complied with, including the fees, expenses and
disbursements of its counsel and independent public accountants.

       

      13.11 Partial Invalidity.


       

      Wherever
possible, each provision hereof shall be interpreted in such manner as to be
effective and valid under Applicable Law, but in case any one or more of the
provisions contained herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such provision shall be ineffective to
the extent, but only to the extent, of such invalidity, illegality or
unenforceability without invalidating the remainder of such invalid, illegal or
unenforceable provision or provisions or any other provisions hereof, unless
such a construction would be unreasonable.

       

      13.12 Execution in
Counterparts. 

       

      This
Agreement may be executed in one or more counterparts, each of which shall be
considered an original instrument, but all of which shall be considered one and
the same agreement, and shall become binding when one or more counterparts have
been signed by each of the Parties hereto and delivered to the Company and
Buyer.

       

      13.13 Further Assurances.


       

      On and
after the Closing Date each Party hereto shall take such other actions and
execute such other documents and instruments of conveyance and transfer as may
be reasonably requested by the other Party hereto from time to time to
effectuate or confirm the transfer of the Shares to Buyer in accordance with the
terms of this Agreement.

       

      13.14 Disclaimer of
Warranties. 

       

      EXCEPT AS TO THOSE MATTERS EXPRESSLY
COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND THE
CERTIFICATE DELIVERED BY SELLER PURSUANT TO SECTION
9.1 AND THE CERTIFICATE
DELIVERED BY BUYER PURSUANT TO SECTION
10.1 AND THE RESPECTIVE
SCHEDULES RELATED THERETO, EACH OF THE COMPANY, SELLER AND BUYER DISCLAIMS ALL
OTHER REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR
IMPLIED.  Buyer acknowledges that neither Seller and the
Company nor any of their representatives or any other Person has made any
representation or warranty, express or implied, as to the accuracy or
completeness of any memoranda, charts or summaries heretofore made available by
Seller and the Company or their representatives to Buyer or any other
information which is not included in this Agreement or the Schedules hereto, and
neither Seller and the Company nor any of their representatives or any other
Person will have or be subject to any liability to Buyer, any Affiliate of Buyer
or any other Person resulting from the distribution of any such information to,
or use of any such information by, Buyer, any Affiliate of Buyer or any of their
agents, consultants, accountants, counsel or other representatives.

       

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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.

      


      COMPANY:

      


      AMERICAN BEACON ADVISORS,
INC.

      


      


      


      By:                               /s/                                                      

      Name: William F. Quinn

      Title:   Chief Executive
Officer

      



      
        
          
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      SELLER:

      


      AMR CORPORATION

      


      


      


      By:                               /s/                                                      

      Name: Thomas W. Horton

      Title:    Executive
Vice President

                   and
Chief Financial Officer

      



      
        
          
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      BUYER:

      


      LIGHTHOUSE HOLDINGS, INC.

      


      


      By:                               /s/                                                      

      Name: Kneeland Youngblood

      Title:

      



      
        
          
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      The
following Exhibits and Schedules are omitted pursuant to Item 601(b)(2) of
Regulation S-K. A supplemental copy of such Exhibits and Schedules shall be
furnished to the Securities and Exchange Commission upon request.

      


      Exhibits

      


      Exhibit
A                                Transition
Services

      
        	
                Exhibit
      B

              	
                [Reserved]

              


      

      
        	
                Exhibit
      C

              	
                [Reserved]

              


      

      Exhibit
D                                Form
of Client Consent Notice

      Exhibit
E                                Form
of ERISA Client Notice

      Exhibit
F                                Form
of Exempt Fund Client Notice

      Exhibit
G                                Travel
Privileges Agreement

      Exhibit
H                                [Reserved]

      Exhibit
I                                AAdvantage
Participation Agreement

      


      Schedules

      


      3.3                      Net
Working Capital

      5.2                      Qualifications
to Conduct Business

      5.3                      Subsidiary
and Investments

      5.4(b)                      No
Conflicts

      5.5                      Financial
Statements; Exceptions

      5.6                      Operations
Since Financial Statements Date

      5.7                      Taxes

      5.8                      Governmental
Permits

      5.9                      Assets
Under Management

      5.10                      Real
Property

      5.11                      Personal
Property Leases

      5.12                      Intellectual
Property Matters

      5.14                      Violation,
Litigation or Regulatory Action of the Company

      5.15                      Contracts

      5.16                      Status
of Contracts

      5.17(a)                      Welfare
Plans and Pension Plans

      5.17(c)                      Compliance
of Welfare Plans and Pension Plans

      5.17(d)                      Other
Employee Benefits

      5.18                      Employee
Relations and Agreements

      5.19                      Insurance

      5.20                      Broker

      5.21                      Investment
Adviser Registration

      5.24(a)                      Fund
Agreements

      5.24(b)                      No
Regulatory Action

      5.24(g)                      Fund
Taxation

      5.27                      Undisclosed
Liabilities

      5.28                      Transactions
With Affiliates

      6.3                      Violation,
Litigation or Regulatory Action of Buyer

      6.5                      Broker

      7.4(b)                      Operations
Prior to Closing Date; Methodology for Pre-Closing Dividends

      8.1(c)                      Buyer’s
Benefit Programs

      8.1(d)                      Unused
Vacation and Bonus Programs