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As filed with the Securities and Exchange Commission on August 16, 1996
1933 Act File No. 33-11387
1940 Act File No. 811-4984
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 17
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18
AMERICAN AADVANTAGE FUNDS
(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
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.
Washington, D.C. 20036
Telephone: (202) 778-9000
It is proposed that this filing will become effective immediately pursuant
to paragraph (b)(1)(i) of Rule 485.
Registrant filed a Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940 within sixty days of its fiscal year ended October 31,
1995.
Registrant has adopted a Hub and Spoke (R) operating structure for each of
its series except the American AAdvantage Short-Term Income Fund. This
Post-Effective Amendment includes a signature page for the hub trust, AMR
Investment Services Trust.
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CONTENTS OF REGISTRATION STATEMENT
This registration document is comprised of the following:
Cover Sheet
Contents of Registration Statement
Calculation of Registration Fee
Signature Pages
Exhibit
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<TABLE>
<CAPTION>
AMERICAN AADVANTAGE FUNDS
CALCULATION OF REGISTRATION FEE
-------------------------------
Amount of Proposed Maximum Proposed Maximum
Securities Being Shares Being Offering Price Per Aggregate Offering Amount of
Registered Registered Unit Price Registration Fee
---------------- ------------ ----------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Shares of Beneficial
Interest, No Par Value
595,506,471 $1.00 $290,000* $100.00*
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on August 13, 1996.
__________________
* Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
the fiscal year ended October 31, 1995, Registrant redeemed or repurchased
13,819,022,226 shares of beneficial interest. During its current fiscal
year, Registrant used 13,223,805,755 of this amount for a reduction
pursuant to paragraph (c) of Rule 24f-2 under the Investment Company Act
of 1940. Registrant is filing this post-effective amendment to use the
remaining 595,216,471 of the total redemptions and repurchases during its
fiscal year ended October 31, 1995 to reduce the fee that would otherwise
be required for the shares registered hereby. During the current fiscal
year, Registrant has filed no other post-effective amendment for the
purpose of the reduction pursuant to paragraph (a) of Rule 24e-2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 17 to its
Registration Statement on Form N-1A under Rule 485(b) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Worth and the State of Texas on August 15, 1996. No other material event
requiring prospectus disclosure has occurred since the later of the three
dates specified in Rule 485(b)(3).
AMERICAN AADVANTAGE FUNDS
By: /s/ William F. Quinn
----------------------------
William F. Quinn
President
Attest:
/s/ Barry Y. Greenberg
--------------------------
Barry Y. Greenberg
Vice President and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 17 to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William F. Quinn President and August 15, 1996
----------------------------- Trustee
William F. Quinn
John S. Justin* Trustee August 15, 1996
-----------------------------
John S. Justin
Stephen D. O'Sullivan* Trustee August 15, 1996
-----------------------------
Stephen D. O'Sullivan
Roger T. Staubach* Trustee August 15, 1996
-----------------------------
Roger T. Staubach
*By /s/ William F. Quinn
------------------------------------
William F. Quinn, Attorney-In-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the AMR
Investment Services Trust has duly caused this Post-Effective Amendment
No. 17 of the American AAdvantage Funds' 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 August 15,
1996.
AMR INVESTMENT SERVICES TRUST
By: /s/ William F. Quinn
----------------------------
William F. Quinn
President
Attest:
/s/ Barry Y. Greenberg
--------------------------
Barry Y. Greenberg
Vice President and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 17 to the Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William F. Quinn President and August 15, 1996
-------------------------- Trustee
William F. Quinn
/s/ John S. Justin* Trustee August 15, 1996
--------------------------
John S. Justin
/s/ Stephen D. O'Sullivan* Trustee August 15, 1996
--------------------------
Stephen D. O'Sullivan
/s/ Roger T. Staubach* Trustee August 15, 1996
-------------------------
Roger T. Staubach
*By /s/ William F. Quinn
------------------------------------
William F. Quinn, Attorney-In-Fact
<PAGE>
<PAGE>
EXHIBIT 10
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
August 16, 1996
American AAdvantage Funds
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
Ladies and Gentlemen:
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 Post-Effective Amendment No. 17 to its
Registration Statement on Form N-1A for the purpose of registering
additional shares of beneficial interest under the Securities Act of 1933,
as amended ("1933 Act"), pursuant to Section 24(e)(1) of the Investment
Company Act of 1940, as amended ("1940 Act").
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. Based on the foregoing,
it is our opinion that the shares of beneficial interest of the Trust
currently being registered pursuant to Section 24(e)(1) as reflected in
Post-Effective Amendment No. 17 may be sold in accordance with the Trust's
Declaration of Trust and By-Laws and, when so sold will be legally issued,
fully paid and nonassessable. We express no opinion as to compliance with
the 1933 Act, the 1940 Act or applicable state laws in connection with the
sale of shares of beneficial interest of the Trust.
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
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.
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American AAdvantage Funds
August 16, 1996
Page 2
We hereby consent to this opinion accompanying Post-Effective
Amendment No. 17 which you are about to file with the Securities and
Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Elinor W. Gammon
------------------------
Elinor W. Gammon
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