As filed with the Securities and Exchange Commission on September 15, 1997.
File No. 811-9098
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 2
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AMR INVESTMENT SERVICES TRUST
(Exact Name of Registrant as Specified in Charter)
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(Address of principal executive offices)
Registrant's Telephone Number, including Area Code: (817) 967-3509
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WILLIAM F. QUINN, PRESIDENT
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(Name and address of agent for service)
Copies to:
CLIFFORD J. ALEXANDER, ESQ.
ROBERT J. ZUTZ, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., 2nd Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant pursuant to
Section 8(b) of the Investment Company Act of 1940, as amended. Beneficial
interests in the series of the Registrant are not being registered under the
Securities Act of 1933, as amended, because such interests are issued solely in
private placement transactions that do not involve any "public offering" within
the meaning of Section 4(2) of that act. Investments in the Registrant's series
may only be made by certain institutional investors, whether organized within or
without the United States (excluding individuals, S corporations, partnerships,
and grantor trusts beneficially owned by any individuals, S corporations, or
partnerships). This Registration Statement, as amended, does not constitute an
offer to sell, or the solicitation of an offer to buy, any beneficial interests
in any series of the Registrant.
The purpose of this amendment is to add a new series of the Registrant,
the Intermediate Bond Portfolio. No change is intended to be made by this
amendment to the information previously filed in Parts A, B and C with respect
to the Balanced Portfolio, the Growth and Income Portfolio, the International
Equity Portfolio, the Limited-Term Income Portfolio, the Money Market Portfolio,
the Municipal Money Market Portfolio and the U.S. Government Money Market
Portfolio.
<PAGE>
PART A
Responses to Items 1, 2, 3 and 5A have been omitted pursuant to paragraph
4 of Instruction F of the General Instructions to Form N-1A.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated herein by reference to Post-Effective
Amendment No. 20 to the Registration Statement of American AAdvantage Funds
("AAdvantage Trust") (1940 Act File No. 811-4984, EDGAR Accession No.
0000809593-97-000034), as filed with the Securities and Exchange Commission
("Commission") on July 1, 1997 ("Intermediate Bond Registration Statement").
Part A of the Intermediate Bond Registration Statement includes a prospectus for
each of the two classes of shares of the American AAdvantage Intermediate Bond
Fund, the AMR Class and the Institutional Class ("Intermediate Bond's Part A").
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT
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AMR Investment Services Trust ("AMR Trust") is a diversified, open-end
management investment company that was organized as a New York common law trust
pursuant to a Declaration of Trust dated as of June 27, 1995, and amended as of
August 11, 1995.
Beneficial interests in AMR Trust are divided into eight separate
diversified subtrusts or "series," each having a distinct investment objective
and distinct investment policies. Seven of these series -- the Balanced
Portfolio, the Growth and Income Portfolio, the International Equity Portfolio,
the Limited-Term Income Portfolio, the Money Market Portfolio, the Municipal
Money Market Portfolio, and the U.S. Government Money Market Portfolio
(formerly, U.S. Treasury Money Market Portfolio) commenced operations on
November 1, 1995. The Intermediate Bond Portfolio (the "Portfolio") is expected
to commence operations on or about September 15, 1997 and is described herein.
The assets of the Portfolio belong only to the Portfolio, and the assets
belonging to the Portfolio shall be charged with the liabilities of the
Portfolio and all expenses, costs, charges and reserves attributable to the
Portfolio. AMR Trust is empowered to establish, without investor approval,
additional portfolios that may have different investment objectives and
policies.
Beneficial interests in the Portfolio will be offered solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933, as amended ("1933 Act").
Investments in the Portfolio may only be made by certain institutional
investors, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
by any individuals, S corporations, or partnerships). At no time during the
Portfolio's existence will it have more than 500 investors. This Registration
Statement, as amended, does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
A-1
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AMR Investment Services, Inc. (the "Manager") provides investment
management and administrative services to the Portfolio. The assets of the
Portfolio are allocated by the Manager between the Manager and the investment
adviser designated for the Portfolio. See Item 5 below. The Manager and the
investment adviser each have discretion to purchase and sell portfolio
securities within the respective portion of Portfolio assets allocated to them
in accordance with the investment objective, policies and restrictions.
Information on the Portfolio's investment objective, policies, and risks is
incorporated herein by reference from the sections entitled "Investment
Objective, Policies and Risks" and "Investment Restrictions" in the Intermediate
Bond's Part A. Additional investment techniques, features, and limitations
concerning the Portfolio's investment programs are described in Part B of this
Registration Statement.
ITEM 5. MANAGEMENT OF THE PORTFOLIO
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TRUSTEES AND OFFICERS
The AMR Trustees have general supervisory responsibility over the AMR
Trust's affairs. See Item 14 of Part B for a complete description of the AMR
Trustees.
EXPENSES
AMR Trust pays all of its expenses other than those expressly assumed by
the Manager. Those expenses paid by AMR Trust include, but are not limited to:
audits by independent certified public accountants; custodian services;
obtaining quotations for calculating the value of the Portfolio's net asset
value; taxes, if any, and the preparation of the Portfolio's tax returns;
brokerage fees and commissions; interest; costs of AMR Trustees and investor
meetings; fees for filing reports with regulatory bodies and the maintenance of
the AMR Trust's existence as a New York trust; legal fees; fees and expenses of
AMR Trustees (who are not directors, officers, employees or stockholders of the
Manager or its affiliates); insurance and fidelity bond premiums; and any
extraordinary expenses of a nonrecurring nature.
OTHER INFORMATION
A further description of how the business of the AMR Trust is managed is
incorporated herein by reference from various sections of the Intermediate
Bond's Part A. The following list identifies the specific sections of the
Intermediate Bond's Part A under which the further information required by Item
5 of Form N-1A may be found; each listed section is incorporated herein by
reference.
A-2
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Item 5(b) Management and Administration of the Trusts; Investment Adviser
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Item 5(c) Investment Adviser
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Item 5(d) Management and Administration of the Trusts
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Item 5(e) Management and Administration of the Trusts - Custodian and
Transfer Agent
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Item 5(g) Investment Objective, Policies and Risks - Brokerage Practices
and Portfolio Turnover
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ITEM 6. CAPITAL STOCK AND OTHER SECURITIES
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AMR Trust was organized as a common law trust under New York law on June
27, 1995. Under the Declaration of Trust, the AMR Trustees are authorized to
issue beneficial interests in separate subtrusts or "series" of AMR Trust. AMR
Trust currently has eight series. AMR Trust reserves the right to create and
issue additional series.
Each investor in the Portfolio is entitled to participate equally in the
Portfolio's earnings and assets and to a vote in proportion to the amount of its
investment in the Portfolio. Investment in the Portfolio may not be transferred,
but an investor may withdraw all or any portion of its investment at any time at
the next share price calculated after the Portfolio has received and accepted
the withdrawal request. Each investor in the Portfolio is liable for all
obligations of the Portfolio. However, because the Portfolio will indemnify each
investor therein with respect to any liability to which the investor may become
subject by reason of being such an investor, the risk of an investor in the
Portfolio incurring financial loss on account of such liability would be limited
to circumstances in which the Portfolio had inadequate insurance and was unable
to meet its obligations (including indemnification obligations) out of its
assets.
Investments in the Portfolio have no preemptive or conversion rights. Each
investor in the Portfolio is entitled to vote in proportion to its relative
beneficial interest in the Portfolio. The Portfolio normally will not hold
meetings of investors except as required under the 1940 Act. AMR Trust would be
required to hold a meeting of investors in the event that at any time less than
a majority of its AMR Trustees holding office had been elected by investors.
Investors holding a 10% interest in AMR Trust may call a meeting of investors
for the purpose of removing any AMR Trustee. An AMR Trustee may be removed upon
a majority vote of investors qualified to vote in the election. The 1940 Act
requires the Portfolio to assist investors in calling such a meeting.
A-3
<PAGE>
As of the date of this Registration Statement, AMR Investment Services,
Inc. may be deemed to control the Portfolio. Part B contains additional
information concerning the controlling person. Inquiries by a holder of an
interest in the Portfolio should be directed to the Portfolio at the
following address: 4333 Amon Carter Boulevard, Fort Worth, Texas, 76155.
The net asset value ("NAV") of the Portfolio is determined as of 4:00 p.m.
Eastern time on each day on which the New York Stock Exchange (the "Exchange")
is open for trading, which excludes the following business holidays: New Year's
Day, Martin Luther King's Birthday, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day ("Business
Day"). The NAV of each investor's interest in the Portfolio will be determined
by computing the Portfolio's total assets, subtracting all of the Portfolio's
liabilities, and dividing the result by all the investors' beneficial interest
of the Portfolio outstanding at such time.
The Portfolio's net income consists of (1) all dividends, accrued interest
(including earned discount, both original issue and market discount), and other
income, including any net realized gains on the Portfolio's assets, less (2) all
actual and accrued expenses of the Portfolio, and amortization of any premium,
and net realized losses on the Portfolio's assets, all as determined in
accordance with generally accepted accounting principles. All of the Portfolio's
net income is allocated pro rata among the investors in the Portfolio. The
Portfolio's net income generally is not distributed to the investors in the
Portfolio, except as determined by the AMR Trustees from time to time, but
instead is included in the NAV of the investors' respective beneficial interests
in the Portfolio.
Under the current method of the Portfolio's operations, the Portfolio is
not subject to any income tax. However, each investor in the Portfolio is
taxable on its share (as determined in accordance with the AMR Trust's
Declaration of Trust and the Internal Revenue Code of 1986, as amended ("Code"),
and the regulations promulgated thereunder) of the Portfolio's ordinary income
and capital gain. The Manager intends to manage the Portfolio's assets, income
and distributions in such a way that an investment company investing in the
Portfolio will be able to satisfy the requirements of Subchapter M of the Code,
assuming that the investment company invested all of its assets in the
Portfolio. See Item 20 in Part B.
Investor inquiries may be directed to the Manager.
ITEM 7. PURCHASE OF SECURITIES
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Beneficial interests in the Portfolio will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See Item 4, "General Description of
Registrant." Beneficial interests will be purchased at the next share price
calculated after an investment is received and accepted.
A-4
<PAGE>
Additional information on the time and method of valuation of the
Portfolio's assets is incorporated herein by reference from the section entitled
"Purchase, Redemption and Valuation of Shares -- Valuation of Shares" in the
Intermediate Bond's Part A.
There is no minimum initial or subsequent investment in the Portfolio.
However, since the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the return on its assets, investments
must be made in federal funds (I.E., monies credited to the account of the AMR
Trust's custodian by a Federal Reserve Bank).
AMR Trust reserves the right to cease accepting investments in the
Portfolio at any time or to reject any investment order.
ITEM 8. REDEMPTION OR REPURCHASE
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An investor in the Portfolio may withdraw all or any portion of its
investment in the Portfolio at the share price next calculated after the
Portfolio has received and accepted the redemption request. Proceeds of a
withdrawal will be paid by the Portfolio in federal funds normally on the
Business Day the withdrawal is effected, but in any event within seven days,
except as extension may be permitted by law.
The right of any investor to receive payment with respect to any
withdrawal may be suspended, or the payment of the withdrawal proceeds
postponed, during any period in which the Exchange is closed (other than
weekends or holidays) or trading on the Exchange is restricted or to the extent
otherwise permitted by the 1940 Act.
ITEM 9. PENDING LEGAL PROCEEDINGS
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Not applicable.
A-5
<PAGE>
ITEM 10. COVER PAGE
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Part A contains information about the investment objective and policies of
the Intermediate Bond Portfolio (the "Portfolio"), a subtrust or "series" of the
AMR Investment Services Trust ("AMR Trust"). This Part B should only be read in
conjunction with Part A. This section contains supplemental information
concerning the investment policies and portfolio strategies that AMR Trust may
utilize, the types of securities and other instruments in which the Portfolio
may invest and certain risks attendant to those investment policies and
strategies. Capitalized terms used in Part B and not otherwise defined herein
have the meanings given them in Part A of this Registration Statement.
Responses to certain Items required to be included in Part B of this
Registration Statement are incorporated herein by reference from the
Intermediate Bond Registration Statement. Part B of the Intermediate Bond
Registration Statement includes the statement of additional information ("SAI")
for the two classes of shares of the American AAdvantage Intermediate Bond Fund,
the AMR Class and the Institutional Class ("Intermediate Bond's Part B").
ITEM 11. TABLE OF CONTENTS
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PAGE
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General Information and History......................................B-1
Investment Objective and Policies....................................B-1
Management of the Portfolio..........................................B-1
Control Persons and Principal Holders of Securities..................B-2
Investment Advisory and Other Services...............................B-2
Brokerage Allocation and Other Practices.............................B-3
Capital Stock and Other Securities...................................B-3
Purchase, Redemption and Pricing of Interests........................B-3
Tax Status...........................................................B-3
Underwriters.........................................................B-4
Calculation of Performance Data......................................B-4
Financial Statements.................................................B-4
ITEM 12. GENERAL INFORMATION AND HISTORY
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Not applicable.
ITEM 13. INVESTMENT OBJECTIVE AND POLICIES
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Part A contains basic information about the investment objective, policies
and limitations of the Portfolio. This section supplements the discussion in
Part A of the investment objective, policies and limitations of the Portfolio.
<PAGE>
Information on the fundamental investment limitations and the
non-fundamental investment policies and limitations of the Portfolio, the types
of securities bought and investment techniques used by the Portfolio, and
certain risks attendant thereto, as well as other information on the Portfolio's
investment program, is incorporated herein by reference to the sections entitled
"Investment Restrictions" and "Other Information" in the Intermediate Bond's
Part B.
ITEM 14. MANAGEMENT OF THE PORTFOLIO
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The AMR Trustees provide broad supervision over AMR Trust's affairs. The
Manager is responsible for the management of Trust assets, and AMR Trust's
officers are responsible for the Trust's operations. Information about the
Trustees and officers of AMR Trust is incorporated herein by reference to the
section entitled "Trustees and Officers of the Trust and the AMR Trust" in the
Intermediate Bond's Part B.
AMR Trust compensates each AMR Trustee who is not an "interested" person
of AMR Trust as defined by the 1940 Act ("Independent Trustee") by providing
such Trustee and his spouse with free airline travel on American Airlines, Inc.,
an affiliate of the Manager. AMR Trust does not pay for these travel
arrangements. However, AMR Trust compensates each Trustee with payments in an
amount equal to the Trustees' income tax on the value of the airline travel.
Trustees also are reimbursed for any expenses incurred in attending Board
meetings.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
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As of the date of this Registration Statement, the Intermediate Bond
Portfolio could be deemed to be under the control of AMR Investment Services,
Inc., which owns 100% of the value of the outstanding interests of the
Portfolio. The address of AMR Investment Services, Inc. is 4333 Amon Carter
Boulevard, MD 5645, Forth Worth, Texas 76155.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES
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The Manager serves as investment manager and administrator to AMR Trust
pursuant to a Management Agreement dated October 1, 1995, which obligates the
Manager to provide and oversee all administrative, investment advisory and
portfolio management services for AMR Trust.
B-2
<PAGE>
As described more fully in Item 5 in Part A, the Manager is paid a
management fee as compensation for providing or overseeing the provision of all
administrative, investment advisory and portfolio management services for AMR
Trust. The Manager allocates the assets of the Portfolio between the Manager and
the investment adviser designated for the Portfolio. See Item 5 in Part A.
NationsBank of Texas, N.A., Dallas, Texas, serves as the custodian for AMR
Trust, except for the International Equity Portfolio, and as the transfer agent
for AMR Trust.
AMR Trust has selected Ernst & Young LLP, Dallas, Texas, serves as the
independent auditors of AMR Trust.
Further information on the investment management and other services
provided for or on behalf of the Portfolio is incorporated herein by reference
to the sections entitled "Management, Administrative Services and Distribution
Fees," and "Investment Advisory Agreements" in the Intermediate Bond's Part B.
The following list identifies the specific sections in the Intermediate Bond's
Part B under which the information required by Item 16 of Form N-1A may be
found; each listed section is incorporated herein by reference.
Item 16(a) Management, Administrative Services and Distribution Fees;
Investment Advisory Agreements
Item 16(b) Management, Administrative Services and Distribution Fees;
Investment Advisory Agreements
Item 16(c) Not applicable
Item 16(d) Not applicable
Item 16(e) Not applicable
Item 16(f) Not applicable
Item 16(g) Not applicable
Item 16(i) Not applicable
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
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A description of the Portfolio's brokerage allocation and other practices
is incorporated herein by reference to the section entitled "Portfolio
Securities Transactions" in the Intermediate Bond's Part B.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES
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Each investor in the Portfolio is entitled to a vote in proportion to the
amount of its investment therein. Investors in the Portfolio will vote together
in certain circumstances (E.G., election of AMR Trustees and ratification of the
selection of auditors, as required by the 1940 Act and the rules thereunder).
One or more of the portfolios in AMR Trust could control the outcome of these
votes. Investors do not have cumulative voting rights, and investors holding
more than 50% of the aggregate beneficial interests in AMR Trust or in a
portfolio, as the case may be, may control the outcome of votes. The Trust is
B-3
<PAGE>
not required and does not currently intend to hold annual meetings of investors,
but the Trust will hold special meetings of investors when a majority of AMR
Trustees determines to do so or investors holding at least 10% of the interests
in the Trust (or a portfolio) request in writing a meeting of investors in AMR
Trust (or portfolio).
The Trust or any series may enter into a merger or consolidation, or sell
all or substantially all of its assets, if approved by the AMR Trustees. The
Portfolio may be terminated (1) upon liquidation and distribution of its assets,
(2) if approved by the vote of at least two-thirds of its investors, or (3) by
the AMR Trustees on written notice to the Portfolio's investors.
AMR Trust is organized as a common law trust under the laws of the State
of New York. Investors in the Portfolio may be held personally liable for its
obligations and liabilities, subject, however, to indemnification by the Trust
in the event that there is imposed upon an investor a greater portion of the
liabilities and obligations than its proportionate beneficial interest. The
Declaration of Trust also provides that AMR Trust shall maintain appropriate
insurance for the protection of the Portfolio, investors, AMR Trustees,
officers, employees, and agents covering possible tort and other liabilities.
Thus, the risk of an investor incurring financial loss on account of such
liability is limited to circumstances in which the Portfolio had inadequate
insurance and was unable to meet its obligations out of its assets.
The Declaration of Trust further provides that obligations of the
Portfolio are not binding upon the AMR Trustees individually but only upon the
property of the Portfolio and the AMR Trustees will not be liable for any action
or failure to act, but nothing in the Declaration of Trust protects a Trustee
against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office.
Upon liquidation or dissolution of the Portfolio, the investors therein
would be entitled to share pro rata in its net assets available for distribution
to investors.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF INTERESTS
- ------- ---------------------------------------------
Beneficial interests in the Portfolio will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See Items 4, 7 and 8 in Part A.
B-4
<PAGE>
The net asset value of the Portfolio is computed each Business Day
(defined in Item 7 in Part A) on which shares are offered and orders accepted or
upon receipt of a redemption request as outlined in Part A.
ITEM 20. TAX STATUS
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Information on the taxation of the Portfolio is incorporated herein by
reference from the section entitled "Tax Information - Taxation of the
Portfolio" in the Intermediate Bond's Part B, substituting for "Fund" whenever
used therein either "investor in a Portfolio" or "RIC investor" (i.e., an
investor in a Portfolio that intends to qualify as a regulated investment
company ("RIC") for federal income tax purposes), as the context requires.
ITEM 21. UNDERWRITERS
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Not applicable.
ITEM 22. CALCULATIONS OF PERFORMANCE DATA
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Not applicable.
ITEM 23. FINANCIAL STATEMENTS
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None.
B-5
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements included as a part of this Registration
Statement:
None.
(b) Exhibits:
(1) Amended and Restated Declaration of Trust*
(2) Bylaws -- none
(3) Voting trust agreement -- none
(4) Certificate of Interest Holder -- none
(5) (a) (i) Management Agreement with AMR Investment
Services, Inc.**
(ii) Supplemental Terms and Conditions to Management
Agreement with AMR Investment Services, Inc. - A
substantially similar copy of which was filed as Exhibit
5(a) with the Post-Effective Amendment No. 4 to
Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-91058 and 811- 9018, EDGAR Accession
No. 0000950134-97-001003, and is incorporated by
reference. (This document differs only with respect to
the names of the parties.)
(iii) Supplemental Terms and Conditions to Management
Agreement with AMR Investment Services, Inc. - A
substantially similar copy of which was filed as Exhibit
5(a) with the Post-Effective Amendment No. 20 to
Registration Statement of American AAdvantage Funds,
Files Nos. 33-11387 and 811-4984, EDGAR Accession No.
0000809593-97-000034, and is incorporated by reference.
(This document differs only with respect to the names of
the parties.)
(b) (i) Investment Advisory Agreements with
Subadvisers*
(ii) Investment Advisory Agreement with Hotchkis and
Wiley -- A substantially similar copy of which was filed
as Exhibit 5(b) with the Post-Effective Amendment No. 4
to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-91058 and 811- 9018, EDGAR Accession
No. 0000950134-97-001003, and is incorporated by
reference. (This document differs only with respect to
the names of the parties and does not contain a
statement that to the extent that a Fund invests all of
its investable assets in another investment company, no
portion of the advisory fee attributable to that Fund
shall be paid for the period that such Fund's assets are
so invested.)
<PAGE>
(6) Distribution Agreement -- none
(7) Bonus, profit sharing or pension plans -- none
(8) (a) Custodian Agreement with NationsBank of Texas,
N.A.**
(b) Custodian Agreement with Bank of New York**
(9) Transfer Agency Agreement with NationsBank of Texas, N.A.**
(10) Opinion and consent of counsel -- not applicable
(11) Consent of Independent Auditors - not applicable
(12) Financial statements omitted from prospectus -- none
(13) Letter of investment intent -- none
(14) Prototype retirement plan -- none
(15) Plan pursuant to Rule 12b-1 -- none
(16) Schedule for Computation of Performance Quotations -- not
applicable
(17) Financial Data Schedules -- none
(18) Plan pursuant to Rule 18f-3 - none
* Incorporated by reference to the initial Registration Statement of the
Registrant on Form N-1A as filed with the Securities and Exchange
Commission on September 29, 1995.
** Incorporated by reference to the Post-Effective Amendment No. 1 to the
initial Registration Statement of the Registrant on Form N-1A as filed
with the Securities and Exchange Commission on February 28, 1997 via
EDGAR, Accession No. 0000898432-97-000184.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
- ------- -------------------------------------------------------------
No person is controlled by or under common control with the Registrant.
C-2
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
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Number of Record Holders
Portfolio As Of August 31, 1997
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Balanced Portfolio 4
Growth and Income 4
Portfolio
Limited-Term Income 4
Portfolio
International Equity 5
Portfolio
Money Market Portfolio 4
Municipal Money Market 4
Portfolio
U.S. Government Money 4
Market Portfolio
Intermediate Bond 0
Portfolio
ITEM 27. INDEMNIFICATION
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Article VI, Section 6.4 of the Declaration of Trust of the AMR Trust
provides that:
The Trust shall indemnify, to the fullest extent permitted by law
(including the 1940 Act), each Trustee, officer or employee of the Trust
(including any Person who serves at the Trust's request as a director, officer
or trustee of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a Trustee, officer or employee,
except with respect to any matter as to which such Person shall have been
adjudicated to have acted in bad faith, willful misfeasance, gross negligence or
C-3
<PAGE>
reckless disregard of such Person's duties; provided, however, that as to any
matter disposed of by a compromise payment by such Person, pursuant to a consent
decree or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's office
(a) by the court or other body approving the settlement or other disposition;
(b) by a reasonable determination, based upon a review of readily available
facts as opposed to a full trial-type inquiry), that such Person did not engage
in such conduct by written opinion from independent legal counsel approved by
the Trustees; or (c) by a majority of the Trustees who are neither Interested
Persons of the Trust nor parties to the matter based upon a review of readily
available facts (as opposed to a full trial-type inquiry). The rights accruing
to any Person under these provisions shall not exclude any other right to which
such Person may be lawfully entitled; provided that no Person may satisfy any
right of indemnity or reimbursement granted in this Section 6.4 or in Section
6.2 hereof or to which such Person may be otherwise entitled except out of the
Trust Property.
According to Article VI, Section 6.5 of the Declaration of Trust, the
Trustees may make advance payments in connection with indemnification under
Section 6.4, provided that the following conditions are satisfied: (i) the
advances must be limited to amounts used, or to be used, for the preparation or
presentation of a defense to the action, including costs connected with the
preparation of a settlement; (ii) advances may be made only upon receipt of a
written promise by, or on behalf of, the recipient to repay the amount of the
advance which exceeds the amount which it is ultimately determined that he is
entitled to receive from the Trust by reason of indemnification; and (iii) (a)
such promise must be secured by a surety bond, other suitable insurance or an
equivalent form of security which assures that any repayment may be obtained by
the Trust without delay or litigation, which bond, insurance or other form of
security must be provided by the recipient of the advance, or (b) a majority of
a quorum of the Trust's disinterested, non-party Trustees, or an independent
legal counsel in a written opinion, shall determine, based upon a review of
readily available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that the recipient of the
advance ultimately will not be disqualified from indemnification under Section
6.4.
Section 8 of the Management Agreement between the Registrant and AMR
Investment Services, Inc. ("Manager") provides that the Manager shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Registrant or any portfolio in connection with the matters to which the
Management Agreement relate except a loss resulting from the willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under the
Management Agreement.
Section 8 of each Advisory Agreement between the Manager and the
Portfolio's investment subadviser ("Subadviser") states that no provision of the
Advisory Agreement shall be deemed to protect the Subadviser against any
C-4
<PAGE>
liability to the Registrant or its shareholders to which it might otherwise be
subject by reason of any willful misfeasance, bad faith, or gross negligence in
the performance of its duties or the reckless disregard of its obligations under
an Advisory Agreement.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER AND
INVESTMENT SUBADVISER
--------------------------------------------------------
Information as to any other business, profession, vocation or employment
of a substantial nature in which each director or officer of the Manager and
each principal of the Subadviser is, or at any time during the past two years
has been, engaged for his or her own account or in the capacity of director,
officer, employee, partner or trustee is incorporated herein by reference from
Item 28 in Part C of the Post-Effective Amendment No. 22 to the Registration
Statement on Form N-1A of American AAdvantage Funds (1940 Act File No. 811-4984,
EDGAR Accession No. 0000809593-97-000039), as filed with the Securities and
Exchange Commission on September 5, 1997.
ITEM 29. PRINCIPAL UNDERWRITER
- ------- ---------------------
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
- ------- --------------------------------
The books and other documents required by Rule 31a-1 under the Investment
Company Act of 1940 are maintained in the physical possession of the AMR Trust's
custodian, Manager, transfer agent or investment advisers.
ITEM 31. MANAGEMENT SERVICES
- ------- -------------------
Other than as set forth in Parts A and B of this Registration Statement,
the Registrant is not a party to any management-related service contract.
ITEM 32. UNDERTAKINGS
- ------- ------------
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment No. 2 to its Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Worth and the State of Texas on September
15, 1997.
AMR INVESTMENT SERVICES TRUST
By:/s/ William F. Quinn
---------------------------
William F. Quinn
President
<PAGE>
AMR INVESTMENT SERVICES TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
1 Amended and Restated Declaration of Trust*
2 Bylaws -- none N.A.
3 Voting trust agreement -- none N.A.
4 Certificate of Interest Holder -- none N.A.
5 (a) (i) Management Agreement with AMR Investment Services,
Inc.**
(ii) Supplemental Terms and Conditions to Management
Agreement with AMR Investment Services, Inc. - A
substantially similar copy of which was filed as
Exhibit 5(a) with the Post-Effective Amendment
No. 4 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and
811- 9018, EDGAR Accession No.
0000950134-97-001003, and is incorporated by
reference. (This document differs only with
respect to the names of the parties.)
(iii) Supplemental Terms and Conditions to Management
Agreement with AMR Investment Services, Inc. - A
substantially similar copy of which was filed as
Exhibit 5(a) with the Post-Effective Amendment
No. 20 to Registration Statement of American
AAdvantage Funds, Files Nos. 33-11387 and
811-4984, EDGAR Accession No.
0000809593-97-000034, and is incorporated by
reference. (This document differs only with
respect to the names of the parties.)
(b) (i) Investment Advisory Agreements with Subadvisers*
(ii) Investment Advisory Agreement with Hotchkis and
Wiley -- A substantially similar copy of which
was filed as Exhibit 5(b) with the
Post-Effective Amendment No. 4 to Registration
Statement of American AAdvantage Mileage Funds,
File Nos. 33-91058 and 811- 9018, EDGAR
Accession No. 0000950134-97-001003, and is
incorporated by reference. (This document
differs only with respect to the names of the
parties and does not contain a statement that to
the extent that a Fund invests all of its
investable assets in another investment company,
no portion of the advisory fee attributable to
that Fund shall be paid for the period that such
Fund's assets are so invested.)
<PAGE>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
6 Distribution Agreement - none N.A.
7 Bonus, profit sharing or pension plans - none N.A.
8 (a) Custodian Agreement with NationsBank of
Texas, N.A.**
(b) Custodian Agreement with Bank of New York**
9 Transfer Agency Agreement with NationsBank
of Texas, N.A.**
10 Opinion and consent of counsel -- not applicable N.A.
11 Consent of Independent Auditors - not applicable N.A.
12 Financial statements omitted from prospectus - none N.A.
13 Letter of investment intent - none N.A.
14 Prototype retirement plan - none N.A.
15 Plan pursuant to Rule 12b-1 - none N.A.
16 Schedule for Computation of Performance
Quotations -- not applicable N.A.
17 Financial Data Schedules - none N.A.
18 Plan pursuant to Rule 18f-3 - none N.A.
* Incorporated by reference to the initial Registration Statement of the
Registrant on Form N-1A as filed with the Securities and Exchange
Commission on September 29, 1995.
** Incorporated by reference to the Post-Effective Amendment No.1 to the
initial Registration Statement of the Registrant on Form N-1A as filed
with the Securities and Exchange Commission on February 28, 1997 via
EDGAR, Accession No. 0000898432-97-000184.
