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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
American AAdvantage Funds
4333 Amon Carter Boulevard
MD 5645
Fort Worth, Texas 76155
2. Name of each series or class of funds for which this
notice is filed:
PlanAhead, Institutional, AMR and Mileage Classes:
American AAdvantage Balanced Fund
American AAdvantage Growth and Income
American AAdvantage International Equity Fund
American AAdvantage Limited-Term Income Fund
PlanAhead, Institutional and Mileage Classes:
American AAdvantage Money Market Fund
American AAdvantage Municipal Money Market
Fund
American AAdvantage U.S. Treasury Money Market
Fund
3. Investment Company Act File Number: 811-4984
Securities Act File Number: 33-11387
4. Last day of fiscal year for which this notice is
filed:
October 31, 1995
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5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close
of the fiscal year but before termination of the
issuer's 24f-2 declaration:
NA /_/
6. Date of termination of issuer's declaration rule 24f-
2(a)(1), if applicable (see Instruction A.6):
NA
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a
prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold
during the fiscal year:
12,936,714,258 $13,474,954,089
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
12,936,714,258 $13,474,954,089
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction
B.7):
60,261,581 $146,037,763
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$13,474,954,089
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable):
+ 146,037,763
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
-13,895,462,214
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(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees pursuant
to rule 24e-2 (if applicable):
+ -0-
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(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable):
(274,470,362)
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law or regulation
(see Instruction C.6):
x .00034483
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(vii) Fee due (line (i) or line (v)
multiplied by line (vi)):
$ 0.00
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13. Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal and
Other Procedures (17 CFR 202.3a).
/_/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title) /s/ William F. Quinn
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William F. Quinn
President
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Date: December 8, 1995
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
ROBERT J. ZUTZ
(202) 778-9059
December 8, 1995
American AAdvantage Funds
4333 Amon Carter Boulevard
MD 5645
Fort Worth, Texas 76155
Gentlemen/Ladies:
American AAdvantage Funds (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts. We understand that
the Trust is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares which it has registered under the
Securities Act of 1933, as amended, and which it sold during its fiscal
year ended October 31, 1995.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of its Declaration of Trust and
By-Laws, as now in effect, the minutes of meetings of its Trustees and
other documents relating to its organization and operation, and we
generally are familiar with its business affairs. You have advised us
that, during its fiscal year ended October 31, 1995, the aggregate sale
price of shares of beneficial interest of the Trust ("Shares") sold during
such fiscal year was $13,474,954,089, the aggregate sale price of shares
issued in connection with a dividend reinvestment plan was $146,037,763
and the aggregate redemption price of Shares redeemed during such fiscal
year was $13,895,462,214. Based on the foregoing, it is our opinion that
the Shares sold during the Trust's fiscal year ended October 31, 1995, the
registration of which will be made definite by the filing of a Rule 24f-2
Notice, were legally issued, fully paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment. It also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) for indemnification from Trust
assets for all loss and expense of any shareholder held personally liable
for the obligations of the Trust by virtue of ownership of Shares of the
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American AAdvantage Funds
December 8, 1995
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Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust would be unable to meet its
obligations.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By \s\ Robert J. Zutz
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Robert J. Zutz
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