As filed with the Securities and Exchange Commission on March 1, 2000.
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. 6
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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:
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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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 update the Registrant's financial
statements that were filed with the Securities and Exchange Commission on
January 5, 1999 in Amendment No. 5 to the Registration Statement.
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PART A
Responses to Items 1, 2, 3 and 5 have been omitted pursuant to paragraph
2(b) of Instruction B 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. 10 to the Registration Statement of the American AAdvantage
Mileage Funds ("Mileage Trust") (1940 Act File No. 811-9018, EDGAR Accession No.
0000950134-99-011327), as filed with the Securities and Exchange Commission
("Commission") on December 21, 1999 ("Mileage Trust Registration Statement").
Part A of the Mileage Trust Registration Statement includes a joint prospectus
of American AAdvantage Balanced Mileage Fund, American AAdvantage Large Cap
Value Mileage Fund, American AAdvantage Small Cap Value Mileage Fund, American
AAdvantage International Equity Mileage Fund, American AAdvantage S&P 500 Index
Mileage Fund, American AAdvantage Intermediate Bond Mileage Fund, American
AAdvantage Short-Term Bond Mileage Fund, American AAdvantage Money Market
Mileage Fund, American AAdvantage Municipal Money Market Mileage Fund and
American AAdvantage U.S. Government Money Market Mileage Fund (each a "Fund")
(the "Feeder's Part A"). The American AAdvantage S&P 500 Index Mileage Fund
("S&P Fund") does not invest in a corresponding portfolio of the AMR Investment
Services Trust ("AMR Trust"). Accordingly, information relating to the S&P Fund
contained in the Feeder's Part A is not incorporated by reference herein.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS.
Information on the investment objective, principal investment strategies,
and related risks for each separate subtrust or "series" (each, a "Portfolio"
and collectively, the "Portfolios") of the AMR Trust is incorporated herein by
reference from the section entitled "About the Funds - Investment Objective,
Principal Strategies and Risk Factors" relating to each Portfolio described in
the Feeder's Part A. Additional investment techniques, features, and limitations
concerning each Portfolio's investment programs are described in Part B of this
Registration Statement.
ITEM 6. MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE.
AMR Investment Services, Inc. (the "Manager") provides investment
management and administrative services to the nine Portfolios of the AMR Trust.
The assets of the Balanced Portfolio, Large Cap Value Portfolio, International
Equity Portfolio and Small Cap Value Portfolio (each, a "Portfolio") are
allocated by the Manager among investment advisers designated for each of those
Portfolios. The assets of the Intermediate Bond Portfolio (also a "Portfolio")
are allocated by the Manager between the Manager and the investment adviser
designated for that Portfolio. Investment decisions for the Short-Term Bond
Portfolio, Money Market Portfolio, Municipal Money Market Portfolio and U.S.
Government Money Market Portfolio are made directly by the Manager. The Manager
and each investment adviser have discretion to purchase and sell portfolio
securities within the respective portion of a Portfolio's assets allocated to
them in accordance with that Portfolio's investment objective, policies and
restrictions. A description of each Portfolio's investment advisers and
portfolio managers is incorporated herein by reference from the sections
entitled "About the Funds -The Manager" and "-The Investment Advisers" in the
Feeder's Part A.
A-1
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Each investor in a 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 a 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 a Portfolio is liable for all
obligations of the Portfolio. However, because a 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 a
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.
ITEM 7. SHAREHOLDER INFORMATION.
PRICING OF SHARES
The price of each share ("share price") of the Balanced, Large Cap Value,
International Equity, Small Cap Value, Short-Term Bond and Intermediate Bond
Portfolios are determined as of the close of the New York Stock Exchange (the
"Exchange"), generally 4:00 p.m. Eastern time, on each day 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 share price of the Money Market, Municipal Money Market and U.S.
Government Money Market Portfolios ("Money Market Portfolios") is determined as
of the close of the Exchange, generally 4:00 p.m. Eastern time, on each day the
Exchange is open for business except for Columbus Day and Veterans Day ("Money
Market Business Day"). The share price of each investor's interest in a
Portfolio, other than the Money Market Portfolios, will be determined by
computing that Portfolio's total assets, subtracting all of that Portfolio's
liabilities, and dividing the result by all the investors' beneficial interest
in that Portfolio outstanding at such time. The share price of each investor's
interest in the Money Market Portfolios is based on a pro rata allocation of
each Money Market Portfolio's investment income, expenses and total capital
gains and losses.
Additional information on the time and method of valuation of each
Portfolio's assets is incorporated herein by reference from the section entitled
"About the Funds - Valuation of Shares" in the Feeder's Part A.
PURCHASE OF SHARES
Beneficial interests in the Portfolios 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 Portfolios 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 any
Portfolio's existence will it have more than 100 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.
Beneficial interests are purchased at the next share price calculated after an
investment is received and accepted.
There is no minimum initial or subsequent investment in a Portfolio.
However, since each Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the return on its assets, investments
A-2
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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 a Portfolio
at any time or to reject any investment order.
REDEMPTION OF SHARES
An investor in any Portfolio may withdraw all or any portion of its
investment in the Portfolio at the share price next calculated after the
applicable 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.
DIVIDENDS, DISTRIBUTIONS TAX CONSEQUENCES
A 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 a Portfolio's
net income is allocated pro rata among the investors in that Portfolio. A
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 share price of the investors' respective beneficial
interests in that Portfolio.
Under the current method of the Portfolios' operations, no Portfolio is
subject to any income tax. However, each investor in a 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 that Portfolio's ordinary income and capital gain.
The Manager intends to manage each 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 19 of Part B.
ITEM 8. DISTRIBUTION ARRANGEMENTS.
There are no sales loads or Rule 12b-1 fees charged to investors.
A description of the features of the master-feeder structure of the
Portfolios is incorporated herein by reference from the section entitled
"Additional Information - Master-Feeder Structure" in the Feeder's Part A.
A-3
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PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
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Part A contains information about the investment objective and policies of
the Balanced Portfolio, Large Cap Value Portfolio, International Equity
Portfolio, Small Cap Value Portfolio, Intermediate Bond Portfolio, Short-Term
Bond Portfolio, Money Market Portfolio, Municipal Money Market Portfolio and
U.S. Government Money Market Portfolio (individually, "Portfolio"; collectively,
"Portfolios"), each 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 Portfolios 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 to the Mileage Trust
Registration Statement. Part B of the Mileage Trust Registration Statement
includes the joint statement of additional information ("SAI") for the American
AAdvantage Balanced Mileage Fund, American AAdvantage Large Cap Value Mileage
Fund, American AAdvantage International Equity Mileage Fund, American AAdvantage
S&P 500 Index Mileage Fund, American AAdvantage Small Cap Value Mileage Fund,
American AAdvantage Intermediate Bond Mileage Fund, American AAdvantage
Short-Term Bond Mileage Fund, American AAdvantage Money Market Mileage Fund,
American AAdvantage Municipal Money Market Mileage Fund and American AAdvantage
U.S. Government Money Market Mileage Fund (each a "Fund") (the "Feeder's Part
B"). The American AAdvantage S&P 500 Index Mileage Fund ("S&P Fund") does not
invest in a corresponding portfolio of the AMR Trust. Accordingly, information
relating to the S&P Fund contained in the Feeder's Part B is not incorporated by
reference herein.
Table of Contents
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Page
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Portfolio History......................................................B-1
Description of the Portfolios and Their Investments and Risks..........B-2
Management of the Portfolios...........................................B-2
Control Persons and Principal Holders of Securities....................B-2
Investment Advisory and Other Services.................................B-3
Brokerage Allocation and Other Practices...............................B-4
Capital Stock and Other Securities.....................................B-4
Purchase, Redemption and Pricing of Interests..........................B-5
Taxation of the Portfolios.............................................B-5
Underwriters...........................................................B-5
Calculation of Performance Data........................................B-5
Financial Statements...................................................B-5
ITEM 11. PORTFOLIO HISTORY.
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The 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.
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Under the Declaration of Trust, the AMR Trustees are authorized to issue
beneficial interests in separate subtrusts or "series" of AMR Trust. Beneficial
interests in AMR Trust are divided into nine separate diversified subtrusts or
"series," each having a distinct investment objective and distinct investment
policies. Seven of these series -- the Balanced Portfolio, the Large Cap Value
Portfolio (formerly known as Growth and Income Portfolio prior to March 1,
1999), the International Equity Portfolio, the Short-Term Bond Portfolio
(formerly known as Limited-Term Income Portfolio prior to March 1, 1997), the
Money Market Portfolio, the Municipal Money Market Portfolio, and the U.S.
Government Money Market Portfolio (formerly known as U.S. Treasury Money Market
Portfolio prior to March 1, 1998) commenced operations on November 1, 1995. The
Intermediate Bond Portfolio commenced operations on September 15, 1997. The
Small Cap Value Portfolio is commenced operations on December 31, 1998. The
assets of each Portfolio belong only to that Portfolio, and the assets belonging
to each Portfolio shall be charged with the liabilities of that Portfolio and
all expenses, costs, charges and reserves attributable to that Portfolio. AMR
Trust is empowered to establish, without investor approval, additional
portfolios that may have different investment objectives and policies.
ITEM 12. DESCRIPTION OF THE PORTFOLIOS AND THEIR INVESTMENTS AND RISKS.
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Part A contains basic information about the investment objective, policies
and limitations of each Portfolio. This section supplements the discussion in
Part A of the investment objective, policies and limitations of each Portfolio.
Information on the investment strategies, fund policies and temporary
defensive positions of each Portfolio, the types of securities bought and
investment techniques used by each Portfolio, and certain risks attendant
thereto, as well as other information on the Portfolios' portfolio turnover, is
incorporated herein by reference to the sections entitled "Non-Principal
Investment Strategies and Risks," Investment Restrictions", "Temporary Defensive
Positions," "Portfolio Turnover" and "Other Information" in the Feeder's Part B.
ITEM 13. MANAGEMENT OF THE PORTFOLIOS.
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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 Mileage Trust and the AMR Trust"
in the Feeder's Part B.
As compensation for their service to the AMR Trust, each AMR Trustee who
is not an "interested" person of AMR Trust as defined by the 1940 Act
("Independent Trustee") (other than Mr. O'Sullivan) and their spouses receive
free air travel from American Airlines, Inc., an affiliate of the Manager. AMR
Trust pays American Airlines the flight service charges incurred for these
travel arrangements. The AMR Trust compensates each Trustee with payments in an
amount equal to the Trustees' income tax on the value of this free airline
travel. Mr. O'Sullivan, as a retiree of American Airlines, Inc., already
receives flight benefits. The AMR Trust compensates Mr. O'Sullivan up to $10,000
annually to cover his personal flight service charges and the charges for his
three adult children, as well as any income tax charged on the value of these
flight benefits. Trustees also are reimbursed for any expenses incurred in
attending Board meetings.
The Trust does not charge any sales loads in connection with the purchase
of interests in the Portfolios.
B-2
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ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
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As of January 31, 2000, each Portfolio could be deemed to be under the
control of its corresponding series of the American AAdvantage Funds
("AAdvantage Trust"), feeder funds that invest all of their investable assets in
the AMR Trust. As of that date, the following series of the AAdvantage Trust
owned the indicated value of the outstanding interests in their corresponding
Portfolios: American AAdvantage Balanced Fund owned 99.7% of the value of the
outstanding interests in the Balanced Portfolio, the American AAdvantage Large
Cap Value Fund owned 99% of the value of the outstanding interests in the Large
Cap Value Portfolio, the American AAdvantage Small Cap Value Fund owned 99.9% of
the value of the outstanding interests in the Small Cap Value Portfolio, the
American AAdvantage International Equity Fund owned 95% of the value of the
outstanding interests in the International Equity Portfolio, the American
AAdvantage Intermediate Bond Fund owned 99.8% of the value of the outstanding
interests in the Intermediate Bond Portfolio, the American AAdvantage Short-Term
Bond Fund owned 99% of the value of the outstanding interests in the Short-Term
Bond Portfolio, the American AAdvantage Money Market Fund owned 84% of the value
of the outstanding interests in the Money Market Portfolio, the American
AAdvantage Municipal Money Market Fund owned 78% of the value of the outstanding
interests in the Municipal Money Market Portfolio and the American AAdvantage
U.S. Government Money Market Fund owned 83% of the value of the outstanding
interests in the U.S. Government Money Market Portfolio.
As of January 31, 2000, the following series of the Mileage Trust owned
the indicated value of the outstanding interests in their corresponding
Portfolios: the American AAdvantage Money Market Mileage Fund owned 16% of the
value of the outstanding interests in the Money Market Portfolio, the American
AAdvantage Municipal Money Market Mileage Fund owned 22% of the value of the
outstanding interests in the Municipal Money Market Portfolio and the American
AAdvantage U.S. Government Money Market Mileage Fund owned 17% of the value of
the outstanding interests in the U.S. Government Money Market Portfolio.
The address of each of the above-described control persons or principal
holders of securities is 4333 Amon Carter Boulevard, MD 5645, Fort Worth, Texas
76155.
In addition, as of January 31, 2000, the INTRUST International
Multi-Manager Stock Fund, 3435 Stelzer Road, Columbus, Ohio 43219, owned 5% of
the value of the outstanding interests in the International Equity Portfolio.
So long as a Fund owns more than 50% of the value of the outstanding
interests in its corresponding Portfolio, the Fund may require the Portfolio to
take certain actions without the approval of any other registered investment
company that invests in the Portfolio. However, where the action requires a vote
of the Portfolio's interestholders, the power of the Fund to control such action
may depend on the vote of the Fund's shareholders.
The AAdvantage Trust and the Mileage Trust have informed the AMR Trust
that, in most cases where a Fund is requested to vote on matters pertaining to
its corresponding Portfolio, the Fund will solicit proxies from its shareholders
and will vote its entire interest in the Portfolio in proportion to the votes
cast by the Fund's shareholders. It is anticipated that any other registered
investment company investing in a Portfolio will follow the same or a similar
practice.
ITEM 15. 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-3
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As described more fully in Item 6 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 Balanced Portfolio, Large Cap
Value Portfolio, Small Cap Value Portfolio and International Equity Portfolio
among investment advisers designated for each of those Portfolios. The Manager
allocates the assets of the Intermediate Bond Portfolio between itself and the
investment adviser designated for that Portfolio. Investment decisions for the
Short-Term Bond Portfolio, Money Market Portfolio, Municipal Money Market
Portfolio and U.S. Government Money Market Portfolio are made directly by the
Manager. See Item 5 in Part A.
Further information on the investment management and other services
provided for or on behalf of each Portfolio is incorporated herein by reference
to the sections entitled "Management, Administrative Services and Distribution
Fees," "Investment Advisory Agreements" and "Other Service Providers" in the
Feeder's Part B.
ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES.
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A description of the Portfolios' brokerage allocation and other practices
is incorporated herein by reference to the section entitled "Portfolio
Securities Transactions" in the Feeder's Part B.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.
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Each investor in a Portfolio is entitled to a vote in proportion to the
amount of its investment therein. Investors in a 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
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. A
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 a 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 each 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 a Portfolio had inadequate
insurance and was unable to meet its obligations out of its assets.
The Declaration of Trust further provides that obligations of a Portfolio
are not binding upon the AMR Trustees individually but only upon the property of
that 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
B-4
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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 any Portfolio, the investors therein
would be entitled to share pro rata in its net assets available for distribution
to investors.
ITEM 18. PURCHASE, REDEMPTION AND PRICING OF INTERESTS.
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Beneficial interests in the Portfolios 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 7 in Part A.
The share price of each Portfolio is computed each Business Day or Money
Market Business Day, as applicable, (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.
It is the policy of the Money Market Portfolio, the Municipal Money Market
Portfolio and the U.S. Government Money Market Portfolio to attempt to maintain
a constant price per share of $1.00. There can be no assurance that a $1.00 net
asset value per share will be maintained. These Portfolios' investment
securities are valued based on the amortized cost valuation technique pursuant
to Rule 2a-7 under the 1940 Act. This technique involves valuing an instrument
at its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, even though the portfolio security may increase or decrease
in market value. Such market fluctuations are generally in response to changes
in interest rates. Use of the amortized cost valuation method requires these
Portfolios to purchase instruments having remaining maturities of 397 days or
less, to maintain a dollar weighted average portfolio maturity of 90 days or
less, and to invest only in securities determined by the AMR Trustees to be of
high quality with minimal credit risk. Further information on how the Portfolios
calculate net asset value is incorporated herein by reference from the section
entitled "Net Asset Value" in the Feeder's Part B.
Information of the Portfolios' policy regarding redemption in kind is
incorporated herein by reference from the section entitled "Redemptions in Kind"
in the Feeder's Part B.
ITEM 19. TAXATION OF THE PORTFOLIOS.
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Information on the taxation of the Portfolios is incorporated herein by
reference from the section entitled "Tax Information - Taxation of the Funds" in
the Feeder'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 for federal income tax
purposes), as the context requires.
ITEM 20. UNDERWRITERS.
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Not applicable.
ITEM 21. CALCULATIONS OF PERFORMANCE DATA.
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Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
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The audited financial statements for the Balanced Portfolio, Large Cap
Value Portfolio, Small Cap Value Portfolio, International Equity Portfolio,
Intermediate Bond Portfolio and Short-Term Bond Portfolio for the fiscal year
B-5
<PAGE>
ended October 31, 1999, and the reports of Ernst & Young LLP, independent
auditors, with respect to such audited financial statements of each Portfolio
are incorporated by reference to the American AAdvantage Mileage Funds' Annual
Report to Shareholders for the period ended October 31, 1999, File Nos. 33-11387
and 811-4984, EDGAR Accession No. 0000950134-99-011477, as filed with the
Securities and Exchange Commission on December 29, 1999.
The audited financial statements for the Money Market Portfolio, Municipal
Money Market Portfolio and U.S. Government Money Market Portfolio for the fiscal
year ended December 31, 1999, and the reports of Ernst & Young LLP, independent
auditors, with respect to such audited financial statements of each Portfolio
are incorporated by reference to the American AAdvantage Money Market Mileage
Funds' Annual Report to Shareholders for the period ended December 31, 1999,
File Nos. 33-11387 and 811-4984, EDGAR Accession No. 0000950134-00-001530,
as filed with the Securities and Exchange Commission on February 29, 2000.
B-6
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PART C
ITEM 23. EXHIBITS
(a) Amended and Restated Declaration of Trust*
(b) Bylaws -- none
(c) Voting trust agreement -- none
(d) (1) (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 (d)(i)(C) with the
Post-Effective Amendment No. 10 to Registration Statement of
American AAdvantage Mileage Funds, File Nos. 33-91058 and
811-9018, EDGAR Accession No. 0000950134-99-011327, and is
incorporated by reference. (This document differs only with
respect to the names of the parties.)
(iv) Supplemental Terms and Conditions to Management Agreement
with AMR Investment Services, Inc. A substantially similar
copy of which was filed as Exhibit (d)(i)(D) with the
Post-Effective Amendment No. 10 to Registration Statement of
American AAdvantage Mileage Funds, File Nos. 33-91058 and
811-9018, EDGAR Accession No. 0000950134-99-011327, and is
incorporated by reference. (This document differs only with
respect to the names of the parties.)
(v) Supplemental Terms and Conditions to Management Agreement
with AMR Investment Services, Inc. A substantially similar
copy of which was filed as Exhibit (d)(i)(E) with the
Post-Effective Amendment No. 10 to Registration Statement of
American AAdvantage Mileage Funds, File Nos. 33-91058 and
811-9018, EDGAR Accession No. 0000950134-99-011327, and is
incorporated by reference. (This document differs only with
respect to the names of the parties.)
(vi) Supplemental Terms and Conditions to Management Agreement
with AMR Investment Services, Inc. A substantially similar
copy of which was filed as Exhibit (d)(i)(F) with the
Post-Effective Amendment No. 10 to Registration Statement of
American AAdvantage Mileage Funds, File Nos. 33-91058 and
811-9018, EDGAR Accession No. 0000950134-99-011327, and is
incorporated by reference. (This document differs only with
respect to the names of the parties.)
(vii) Amendment to Schedule A of Management Agreement with AMR
Investment Services, Inc. A substantially similar copy of
<PAGE>
which was filed as Exhibit (d)(I)(H) with the Post-Effective
Amendment No. 25 to Registration Statement of American
AAdvantage Funds, File Nos. 33-11387 and 811-4984, EDGAR
Accession No. 0000950134-98-008108, and is incorporated by
reference. (This document differs only with respect to the
names of the parties.)
(2) (i) 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 Funds, File Nos. 33-91058
and 811-9018, EDGAR Accession No. 0000950134-97-001003, as
filed with the Commission on February 13, 1997, 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 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.)
(ii) Investment Advisory Agreement with Brandywine Asset
Management, Inc. A substantially similar copy of which was
filed as Exhibit 5(b) with the Post-Effective Amendment No.
6 to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-98-001602, as filed with the Commission on
February 27, 1998, 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
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.)
(iii) Investment Advisory Agreement with Independence Investment
Associates, Inc. A substantially similar copy of which was
filed as Exhibit 5.b. with the Post-Effective Amendment No.
5 to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-97-0093371602, as filed with the Commission on
December 15, 1997, 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
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.)
(iv) Investment Advisory Agreement with Templeton Investment
Counsel, Inc. A substantially similar copy of which was
filed as Exhibit 5.b. with the Post-Effective Amendment No.
5 to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-97-009337, as filed with the Commission on
December 15, 1997, 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
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.)
C-2
<PAGE>
(v) Investment Advisory Agreement with Barrow, Hanley, Mewhinney
& Strause, Inc. A substantially similar copy of which was
filed as Exhibit 5.b with the Post-Effective Amendment No. 5
to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-97-009337, as filed with the Commission on
December 15, 1997, 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
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.)
(vi) Investment Advisory Agreement with Lazard Asset Management.
A substantially similar copy of which was filed as Exhibit
(d)(ii)(H) with the Post-Effective Amendment No. 8 to
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-99-001374, as filed with the Commission on March
1, 1999, 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 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.)
(vii) Amendment to Schedule A of Advisory Agreement between AMR
Investment Services, Inc. and Brandywine Asset Management,
Inc. A substantially similar copy of which was filed as
Exhibit (d)(ii)(H) with the Post-Effective Amendment No. 10
to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-11387 and 811-4984, EDGAR Accession No.
0000950134-99-011327, and is incorporated by reference.
(This document differs only with respect to the names of the
parties.)
(viii) Amendment to Schedule A to of Advisory Agreement between
AMR Investment Services, Inc. and Hotchkis and Wiley, a
division of the Capital Management Group of Merrill Lynch
Asset Management, L.P. A substantially similar copy of which
was filed as Exhibit (d)(ii)(I) with the Post-Effective
Amendment No. 10 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-11387 and 811-4984,
EDGAR Accession No. 0000950134-99-011327, and is
incorporated by reference. (This document differs only with
respect to the names of the parties.)
(ix) Amendment to Schedule A of Advisory Agreement between AMR
Investment Services, Inc. and Independence Investment
Associates, Inc. A substantially similar copy of which was
filed as Exhibit (d)(ii)(K) with the Post-Effective
Amendment No. 8 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-11387 and 811-4984,
EDGAR Accession No. 0000950134-99-001374, and is
incorporated by reference. (This document differs only with
respect to the names of the parties).
(e) Distribution Agreement -- none
C-3
<PAGE>
(f) Bonus, profit sharing or pension plans -- none
(g) Custodian Agreement with State Street Bank & Trust Company. A
substantially similar copy of which was filed as Exhibit 8 with the
Post-Effective Amendment No. 6 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and 811-9018, EDGAR
Accession No. 0000950134-98-001602, as filed with the Commission on
February 26, 1998, and is incorporated by reference. (This document
differs only with respect to the names of the parties.)
(h) (1) Transfer Agency Agreement with State Street Bank & Trust
Company. A substantially similar copy of which was filed as
Exhibit 9(a) with the Post-Effective Amendment No. 6 to
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-98-001602, as filed with the Commission on February
26, 1998, and is incorporated by reference. (This document
differs only with respect to the names of the parties.)
(2) Securities Lending Authorization Agreement with State Street
Bank & Trust Company. A substantially similar copy of which
was filed as Exhibit 9(b) with the Post-Effective Amendment
No. 6 to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-98-001602, as filed with the Commission on February
26, 1998, and is incorporated by reference. (This document
differs only with respect to the names of the parties.)
(3) Credit Agreement between American AAdvantage Mileage Funds and
AMR Investment Services, Inc. A substantially similar copy of
which was filed as Exhibit (h)(iii) with the Post-Effective
Amendment No. 10 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and 811-9018,
EDGAR Accession No. 0000950134-99-011327, as filed with the
Commission on December 21, 1999, and is incorporated by
reference. (This document differs only with respect to the
names of the parties).
(4) Administrative Services Agreement among American AAdvantage
Funds, American AAdvantage Mileage Funds, AMR Investment
Services Trust, AMR Investment Services, Inc. and State Street
Bank and Trust Company. A substantially similar copy of which
was filed as Exhibit (h)(iv) with the Post-Effective Amendment
No. 10 to Registration Statement of American AAdvantage
Mileage Funds, File Nos. 33-91058 and 811-9018, EDGAR
Accession No. 0000950134-99-011327, as filed with the
Commission on December 21, 1999, and is incorporated by
reference. (This document differs only with respect to the
names of the parties).
(i) Opinion and consent of counsel -- not applicable
(j) Consent of Independent Auditors - not applicable
(k) Financial statements omitted from prospectus -- none
(l) Letter of investment intent -- none
C-4
<PAGE>
(m) Plan pursuant to Rule 12b-1 -- none
(n) 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
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 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is controlled by or under common control with the Registrant.
ITEM 25. INDEMNIFICATION
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
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
C-5
<PAGE>
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 each
Portfolio's investment subadviser ("Subadviser") states that no provision of the
Advisory Agreement shall be deemed to protect the Subadviser against any
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 26. 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 a 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 26 in Part C of the Post-Effective Amendment No. 26 to the Registration
Statement on Form N-1A of American AAdvantage Funds (1940 Act File No. 811-4984,
EDGAR Accession No. 0000950134-97-009393), as filed with the Commission on
December 15, 1998.
ITEM 27. PRINCIPAL UNDERWRITER
Not applicable.
ITEM 28. 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 29. 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 30. UNDERTAKINGS
None.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment No. 6 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 February
28, 2000.
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
- ------ ----------- ----
a Amended and Restated Declaration of Trust*
b Bylaws -- none
c Voting trust agreement -- none
d (1) (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 (d)(i)(C) with the Post-Effective
Amendment No. 10 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and 811-9018,
EDGAR Accession No. 0000950134-99-011327, and is incorporated
by reference. (This document differs only with respect to the
names of the parties.)
(iv) Supplemental Terms and Conditions to Management Agreement with
AMR Investment Services, Inc. A substantially similar copy of
which was filed as Exhibit (d)(i)(D) with the Post-Effective
Amendment No. 10 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and 811-9018,
EDGAR Accession No. 0000950134-99-011327, and is incorporated
by reference. (This document differs only with respect to the
names of the parties.)
(v) Supplemental Terms and Conditions to Management Agreement with
AMR Investment Services, Inc. A substantially similar copy of
which was filed as Exhibit (d)(i)(E) with the Post-Effective
Amendment No. 10 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and 811-9018,
EDGAR Accession No. 0000950134-99-011327, and is incorporated
by reference. (This document differs only with respect to the
names of the parties.)
(vi) Supplemental Terms and Conditions to Management Agreement with
AMR Investment Services, Inc. A substantially similar copy of
which was filed as Exhibit (d)(i)(F) with the Post-Effective
Amendment No. 10 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and 811-9018,
EDGAR Accession No. 0000950134-99-011327, and is incorporated
by reference. (This document differs only with respect to the
names of the parties.)
(vii) Amendment to Schedule A of Management Agreement with AMR
Investment Services, Inc. A substantially similar copy of which
<PAGE>
was filed as Exhibit (d)(I)(H) with the Post-Effective
Amendment No. 25 to Registration Statement of American
AAdvantage Funds, File Nos. 33-11387 and 811-4984, EDGAR
Accession No. 0000950134-98-008108, and is incorporated by
reference. (This document differs only with respect to the
names of the parties.)
(2) (i) 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 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 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.)
(ii) Investment Advisory Agreement with Brandywine Asset Management,
Inc. A substantially similar copy of which was filed as Exhibit
5(b) with the Post-Effective Amendment No. 6 to the
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 22-91058 and 811-9018, EDGAR Accession No.
0000950134-98-001602, as filed with the Commission on February
27, 1998, 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 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.)
(iii) Investment Advisory Agreement with Independence Investment
Associates, Inc. A substantially similar copy of which was
filed as Exhibit 5.b. with the Post-Effective Amendment No. 5
to Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-97-0093371602, as filed with the Commission on
December 15, 1997, 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 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.)
(iv) Investment Advisory Agreement with Templeton Investment
Counsel, Inc. A substantially similar copy of which was filed
as Exhibit 5.b. with the Post-Effective Amendment No. 5 to
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-97-009337, as filed with the Commission on December
15, 1997, 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 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.)
2
<PAGE>
(v) Investment Advisory Agreement with Barrow, Hanley, Mewhinney &
Strause, Inc. A substantially similar copy of which was filed
as Exhibit 5.b. with the Post-Effective Amendment No. 5 to
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-97-009337, as filed with the Commission on December
15, 1997, 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 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.)
(vi) Investment Advisory Agreement with Lazard Asset Management. A
substantially similar copy of which was filed as Exhibit
(d)(ii)(H) with the Post-Effective Amendment No. 8 to
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-99-001374, as filed with the Commission on March 1,
1999, 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 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.)
(vii) Amendment to Schedule A of Advisory Agreement between AMR
Investment Services, Inc. and Brandywine Asset Management, Inc.
A substantially similar copy of which was filed as Exhibit
(d)(ii)(H) with the Post-Effective Amendment No. 10 to
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-11387 and 811-4984, EDGAR Accession No.
0000950134-99-011327, and is incorporated by reference. (This
document differs only with respect to the names of the
parties.)
(viii) Amendment to Schedule A to of Advisory Agreement between AMR
Investment Services, Inc. and Hotchkis and Wiley, a division of
the Capital Management Group of Merrill Lynch Asset Management,
L.P. A substantially similar copy of which was filed as Exhibit
(d)(ii)(I) with the Post-Effective Amendment No. 10 to
Registration Statement of American AAdvantage Mileage Funds,
File Nos. 33-11387 and 811-4984, EDGAR Accession No.
0000950134-99-011327, and is incorporated by reference. (This
document differs only with respect to the names of the
parties.)
(ix) Amendment to Schedule A of Advisory Agreement between AMR
Investment Services, Inc. and Independence Investment
Associates, Inc. A substantially similar copy of which was
filed as Exhibit (d)(ii)(K) with the Post-Effective Amendment
No. 8 to Registration Statement of American AAdvantage Mileage
Funds, File Nos. 33-11387 and 811-4984, EDGAR Accession No.
0000950134-99-001374, and is incorporated by reference. (This
document differs only with respect to the names of the
parties).
e Distribution Agreement - none N.A.
f Bonus, profit sharing or pension plans - none N.A.
3
<PAGE>
g Custodian Agreement with State Street Bank & Trust Company. A
substantially similar copy of which was filed as Exhibit 8 with the
Post-Effective Amendment No. 6 to Registration Statement of American
AAdvantage Mileage Funds, File Nos. 33-91058 and 811-9018, EDGAR
Accession No. 0000950134-98-001602, as filed with the Commission on
February 27, 1998, and is incorporated by reference. (This document
differs only with respect to the names of the parties.)
h (1) Transfer Agency Agreement with State Street Bank & Trust
Company. A substantially similar copy of which was filed as Exhibit
9(a) with the Post-Effective Amendment No. 6 to Registration
Statement of American AAdvantage Mileage Funds, File Nos. 33-91058
and 811-9018, EDGAR Accession No. 0000950134-98-001602, as filed
with the Commission on February 27, 1998, and is incorporated by
reference. (This document differs only with respect to the names of
the parties.)
(2) Securities Lending Authorization Agreement with State Street Bank &
Trust Company. A substantially similar copy of which was filed as
Exhibit 9(b) with the Post-Effective Amendment No. 6 to Registration
Statement of American AAdvantage Mileage Funds, File Nos. 33-91058
and 811-9018, EDGAR Accession No. 0000950134-98-001602, as filed
with the reference. (This document differs only with respect to the
names of the parties.)
(3) Credit Agreement between American AAdvantage Mileage Funds and AMR
Investment Services, Inc. A substantially similar copy of which was
filed as Exhibit (h)(iii) with the Post-Effective Amendment No. 10
to Registration Statement of American AAdvantage Mileage Funds, File
Nos. 33-91058 and 811-9018, EDGAR Accession No.
0000950134-99-011327, as filed with the Commission on December 21,
1999, and is incorporated by reference. (This document differs only
with respect to the names of the parties).
(4) Administrative Services Agreement among American AAdvantage Funds,
American AAdvantage Mileage Funds, AMR Investment Services Trust,
AMR Investment Services, Inc. and State Street Bank and Trust
Company. A substantially similar copy of which was filed as Exhibit
(h)(iv) with the Post-Effective Amendment No. 10 to Registration
Statement of American AAdvantage Mileage Funds, File Nos. 33-91058
and 811-9018, EDGAR Accession No. 0000950134-99-011327, as filed
with the Commission on December 21, 1999, and is incorporated by
reference. (This document differs only with respect to the names of
the parties).
i Opinion and consent of counsel -- not applicable N.A.
j Consent of Independent Auditors - not applicable N.A.
k Financial statements omitted from prospectus - none N.A.
l Letter of investment intent - none N.A.
m Plan pursuant to Rule 12b-1 - none N.A.
n 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.
4
<PAGE>
** 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.
5
