As filed with the Securities and Exchange Commission on September 5, 1997
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 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 22 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 23
(Check appropriate box or boxes.)
AMERICAN AADVANTAGE FUNDS
(Exact name of Registrant as Specified in Charter)
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
(Address of Principal Executive Office) (Zip Code)
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)
Copy to:
CLIFFORD J. ALEXANDER, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Washington, DC 20036
It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ X ] on September 15, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
Registrant has filed a notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, on or about December
20, 1996.
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 AMR Investment Services Trust, the hub trust.
AMERICAN AADVANTAGE FUNDS
CONTENTS OF REGISTRATION STATEMENT
This registration statement is comprised of the following:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheet - incorporated by reference
herein from the Trust's Post-Effective Amendment No.
20, as filed with the Securities and Exchange
Commission on July 1, 1997, via EDGAR, Accession No.
0000809593-97-000034
Prospectus for the Institutional Class of the American
AAdvantage Intermediate Bond Fund - incorporated by
reference herein from the Trust's Post-Effective
Amendment No. 20, as filed with the Securities and
Exchange Commission on July 1, 1997, via EDGAR,
Accession No. 0000809593-97-000034
Prospectus for the AMR Class of the American AAdvantage
Intermediate Bond Fund - incorporated by reference
herein from the Trust's Post-Effective Amendment No.
20, as filed with the Securities and Exchange
Commission on July 1, 1997, via EDGAR, Accession No.
0000809593-97-000034
Statement of Additional Information for the AMR Class
and Institutional Class of the Institutional Class and
AMR Class of the American AAdvantage Intermediate Bond
Fund - incorporated by reference herein from the
Trust's Post-Effective Amendment No. 20, as filed with
the Securities and Exchange Commission on July 1, 1997,
via EDGAR, Accession No. 0000809593-97-000034
Part C
Signature Pages relating to the Trust's Post-Effective
Amendment No. 20
Signature Pages relating to the Trust's Post-Effective
Amendment No. 22
The sole purpose of this filing is to complete the filing of Post-
Effective Amendment No. 20 as filed with the Securities and
Exchange Commission on July 1, 1997 by including the Part C and
signature pages.
AMERICAN AADVANTAGE FUNDS
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements included as a part of this
Registration Statement:
Included in Part A: None
Included in Part B: None
(b) Exhibits:
(1) Declaration of Trust(i)
(2) Bylaws(i)
(3) Voting trust agreement -- none
(4) Specimen security -- none
(5) (a) Fund Management Agreement (iv), (ix),
(x), (xii), (xv) & filed herewith
(b) Fund Advisory Agreements (iii), (iv), (v), (ix), (xiii)
&(xv)
(c) Administrative Services Agreement for the
PlanAhead, AMR and Institutional Classes
(iv), (ix), (x) & filed herewith
(d) Administrative Services Plan for the Platinum
Class (x)
(6) Distribution Agreement (x)
(7) Bonus, profit sharing or pension plans -- none
(8) Custodian Agreement (ii) & (xii)
(9) (a) Transfer Agency and Service Agreement
with NationsBank Texas, N.A. (ii), (xii) &
(xiii)
(b) Transfer Agency and Registrar Agreement with
Goldman, Sachs & Co. (vi), (ix) & (xii)
(c) Service Plan Agreement for the PlanAhead
Class
(10) Opinion and consent of counsel - (xvi)
(11) Consent of Independent Auditors - none
(12) Financial statements omitted from prospectus - none
(13) Letter of investment intent(ii)
(14) Prototype retirement plan - none
(15) (a) Plan pursuant to Rule 12b-1 for the
Institutional, PlanAhead and AMR Classes (ii)
(b) Plan pursuant to Rule 12b-1 for the Platinum
Class (x)
(16) Schedule for Computation of Performance Quotations - (xv)
(17) Financial Data Schedules - none
(18) Amended and Restated Plan pursuant to Rule 18f-3 (xi)
Other Exhibits - Powers of Attorney for all Trustees.
(i) Incorporated by reference to the initial registration
statement of the American AAdvantage Funds ("Trust") on
Form N-1A as filed with the Securities and Exchange
Commission ("SEC") on January 16, 1987.
(ii) Incorporated by reference to Pre-Effective Amendment
No. 2 to the registration statement of the Trust on
Form N-1A as filed with the SEC on April 1, 1987.
(iii) Incorporated by reference to Post-Effective Amendment
("PEA") No. 1 to the registration statement of the
Trust on Form N-1A as filed with the SEC on December
30, 1987.
(iv) Incorporated by reference to PEA No. 4 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on December 31, 1990.
(v) Incorporated by reference to PEA No. 5 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on July 29, 1991.
(vi) Incorporated by reference to PEA No. 8 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on August 30, 1993.
(vii) Incorporated by reference to PEA No. 9 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on December 23, 1993.
(viii) Incorporated by reference to PEA No. 10 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on June 1, 1994.
(ix) Incorporated by reference to PEA No. 11 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on December 28, 1994.
(x) Incorporated by reference to PEA No. 13 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on August 22, 1995.
(xi) Incorporated by reference to PEA No. 14 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on September 11, 1995.
(xii) Incorporated by reference to PEA No. 15 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on December 22, 1995.
(xiii) Incorporated by reference to PEA No. 16 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on May 1, 1996.
(xiv) Incorporated by reference to PEA No. 17 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on August 16, 1996.
(xv) Incorporated by reference to PEA No. 19 to the
registration statement of the Trust on Form N-1A as
filed with the SEC on February 13, 1997.
(xvi) Incorporated by reference to the legal opinion
contained in the Trust's Rule 24f-2 Notice as filed
with the SEC on December 20, 1996.
Item 25. Persons Controlled by or under Common Control with
Registrant
None.
Item 26. Number of Holders of Securities
<TABLE>
<CAPTION>
Number of Record Holders as of May 31, 1997
Inst'l PlanAhead AMR Platinum
Fund Class Class Class Class
<S> <C> <C> <C> <C>
Balanced Fund 32 303 5 -
Growth and Income 31 550 3 -
Fund
Intermediate Bond - - - -
Fund
International Equity 53 292 5 -
Fund
Limited-Term Income 23 48 2 -
Fund
Money Market Fund 207 2,136 - 619
Municipal Money 4 64 - 36
Market Fund
Short-Term Income - - - -
Fund
S&P 500 Index Fund - - 1 -
U.S. Government Money 15 86 - 54
Market Fund
</TABLE>
Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust of the
Trust provides that:
(a) Subject to the exceptions and limitations contained in
paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Trust (hereinafter referred to as "Covered
Person") shall be indemnified by the appropriate portfolios to
the fullest extent permitted by law against liability and against
all expenses reasonably incurred or paid by him in connection
with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having
been a Trustee or officer and against amounts paid or incurred by
him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal or other, including appeals), actual
or threatened while in office or thereafter, and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been adjudicated by a court or body
before which the proceeding was brought (A) to be liable to the
Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office or (B) not to have acted in
good faith in the reasonable belief that his action was in the
best interest of the Trust; or
(ii) in the event of a settlement, unless there has
been a determination that such Trustee or officer did not engage
in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office (A)
by the court or other body approving the settlement; (B) by at
least a majority of those Trustees who are neither interested
persons of the Trust nor are parties to the matter based upon a
review of readily available facts (as opposed to a full
trial-type inquiry); or (C) by written opinion of independent
legal counsel based upon a review of readily available facts (as
opposed to a full trial-type inquiry); provided, however, that
any Shareholder may, by appropriate legal proceedings, challenge
any such determination by the Trustees, or by independent
counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not be exclusive of or affect any other rights
to which any Covered Person may now or hereafter be entitled,
shall continue as to a person who has ceased to be such Trustee
or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust
personnel, other than Trustees and officers, and other persons
may be entitled by contract or otherwise under law.
(d) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit, or
proceeding of the character described in paragraph (a) of this
Section 2 may be paid by the applicable Portfolio from time to
time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust if it is ultimately
determined that he is not entitled to indemnification under this
Section 2; provided, however, that:
(i) such Covered Person shall have provided
appropriate security for such undertaking;
(ii) the Trust is insured against losses arising out of
any such advance payments; or
(iii) either a majority of the Trustees who are
neither interested persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall
have determined, 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 such Covered Person will be found
entitled to indemnification under this Section 2.
According to Article XII, Section 1 of the Declaration of
Trust, the Trust is a trust, not a partnership. Trustees are not
liable personally to any person extending credit to, contracting
with or having any claim against the Trust, a particular
Portfolio or the Trustees. A Trustee, however, is not protected
from liability due to willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office.
Article XII, Section 2 provides that, subject to the
provisions of Section 1 of Article XII and to Article XI, the
Trustees are not liable for errors of judgment or mistakes of
fact or law, or for any act or omission in accordance with advice
of counsel or other experts or for failing to follow such advice.
Item 28. I. Business and Other Connections of Investment
Manager
AMR Investment Services, Inc. (the "Manager"), 4333 Amon
Carter Boulevard, MD 5645, Fort Worth, Texas 76155, offers
investment management and administrative services. Information
as to the officers and directors of the Manager is included in
its current Form ADV filed with the SEC and is incorporated by
reference herein.
II. Business and Other Connections of Investment
Advisers
The investment advisers listed below provide investment
advisory services to the Trust.
Barrow, Hanley, Mewhinney & Strauss, 3232 McKinney Avenue,
15th Floor, Dallas, Texas 75204.
Brandywine Asset Management, Inc., 201 North Walnut Street,
Wilmington, Delaware 19801.
GSB Investment Management, Inc., 301 Commerce Street, Suite
1501, Fort Worth, Texas 76102.
Hotchkis and Wiley, 800 West Sixth Street, 5th Floor, Los
Angeles, California 90017.
Independence Investment Associates, Inc., 53 State Street,
Boston, Massachusetts 02109.
Morgan Stanley Asset Management Inc., 1221 Avenue of the
Americas, 21st Floor, New York, New York 10020.
Rowe Price-Fleming International, Inc., 100 East Pratt
Street, Baltimore, Maryland 21202.
Templeton Investment Counsel, Inc. 500 East Broward Blvd.,
Ft. Lauderdale, Florida 33394.
Information as to the officers and directors of each of the
above investment advisers is included in that adviser's current
Form ADV filed with the SEC and is incorporated by reference
herein.
Item 29. Principal Underwriter
(a) Brokers Transaction Services, Inc., 7001 Preston
Road, Dallas, TX 75205 is the principal underwriter for the
Trust and the American AAdvantage Mileage Funds.
(b) The directors and officers of the Trust's principal
underwriter are:
<TABLE>
<CAPTION>
Positions & Offices Position
Name with Underwriter with Registrant
<S> <C> <C>
Don A. Buckholz Chairman, Director None
Raymond E. Wooldridge Chief Executive Officer, None
Director
William D. Felder Executive Vice None
President, Director
Sue H. Peden President None
</TABLE>
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 as follows:
31a-1(b)(1) - in the physical possession of the Trust's
custodian (NationsBank of Texas, NA);
31a-1(b)(2)(i),(ii)&(iii) - in the physical possession of the
Trust's custodian
31a-1(b)(2)(iv) - in the physical possession of the Trust's
transfer agents (NationsBank NA and Goldman Sachs)
31a-1(b)(4) - in the physical possession of the Trust's Manager
31a-1(b)(5) - in the physical possession of the Trust's
investment advisers
31a-1(b)(6) - A record of other purchases or sales etc. - in the
physical possession of the Trust's Manager, investment
advisers and custodian
31a-1(b)(7) - in the physical possession of the Trust's
custodian
31a-1(b)(8) - in the physical possession of the Trust's
custodian
31a-1(b)(9) - in the physical possession of the Trust's
investment advisers
31a-1(b)(10) - in the physical possession of the Trust's Manager
31a-1(b)(11) - in the physical possession of the Trust's Manager
31a-1(b)(12) - in the physical possession of the Trust's
Manager, investment advisers and custodian
Item 31. Management Services
All substantive provisions of any management-related
service contract are discussed in Part A or Part B.
Item 32. Undertakings
Registrant hereby undertakes to file a Post-Effective
Amendment to the Registration Statement, containing financial
statements for the Intermediate Bond Fund that need not be
certified, within four to six months from the effective date of
this Registration Statement, or from the date of its
commencement of operations.
Registrant hereby undertakes, if requested by the holders
of at least 10% of the Registrant's outstanding shares, to call
a meeting of shareholders for the purpose of voting upon the
question of removal of a trustee or trustees and to assist in
communications with other shareholders in accordance with
Section 16(c) of the 1940 Act, as though Section 16(c) applied.
Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of its latest annual
report to Shareholders, upon request and without charge.
Registrant hereby undertakes to carry out all
indemnification provisions of its Declaration of Trust in
accordance with Investment Company Act Release No. 11330
(September 4, 1980) and successor releases.
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended ("1933 Act"), may be
permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions under Item 27 herein, or
otherwise, the Registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final
adjudication.
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.
20 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 July 1, 1997.
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. 20 to the
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William F. Quinn President and July 1, 1997
William F. Quinn Trustee
Alan D. Feld* Trustee July 1, 1997
Alan D. Feld
Ben J. Fortson* Trustee July 1, 1997
Ben J. Fortson
John S. Justin* Trustee July 1, 1997
John S. Justin
Stephen D. O'Sullivan* Trustee July 1, 1997
Stephen D. O'Sullivan
Roger T. Staubach* Trustee July 1, 1997
Roger T. Staubach
Dr. Kneeland Youngblood * Trustee July 1, 1997
Dr. Kneeland Youngblood
</TABLE>
*By /s/ William F. Quinn
William F. Quinn, Attorney-In-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
AMR Investment Services Trust has duly caused this Post-Effective
Amendment No. 20 to the Registration Statement for the American
AAdvantage Funds 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 July 1, 1997.
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. 20 to the
Registration Statement for the American AAdvantage Funds has been
signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William F. Quinn President and July 1, 1997
William F. Quinn Trustee
Alan D. Feld* Trustee July 1, 1997
Alan D. Feld
Ben J. Fortson* Trustee July 1, 1997
Ben J. Fortson
John S. Justin* Trustee July 1, 1997
John S. Justin
Stephen D. O'Sullivan* Trustee July 1, 1997
Stephen D. O'Sullivan
Roger T. Staubach* Trustee July 1, 1997
Roger T. Staubach
Dr. Kneeland Youngblood * Trustee July 1, 1997
Dr. Kneeland Youngblood
</TABLE>
*By /s/ William F. Quinn
William F. Quinn, Attorney-In-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets the requirements for
effectiveness of this amendment to its Registration Statement
under Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 22 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 5, 1997.
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. 22 to the
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William F. Quinn President September 5, 1997
and
William F. Quinn Trustee
Alan D. Feld* Trustee September 5, 1997
Alan D. Feld
Ben J. Fortson* Trustee September 5, 1997
Ben J. Fortson
John S. Justin* Trustee September 5, 1997
John S. Justin
Stephen D. O'Sullivan* Trustee September 5, 1997
Stephen D. O'Sullivan
Roger T. Staubach* Trustee September 5, 1997
Roger T. Staubach
Dr. Kneeland Trustee September 5, 1997
Youngblood *
Dr. Kneeland
Youngblood
</TABLE>
*By /s/ William F. Quinn
William F. Quinn, Attorney-In-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
AMR Investment Services Trust certifies that it meets the
requirements for effectiveness of this amendment to the
Registration Statement under Rule 485(b) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment No. 22
to the Registration Statement on Form N-1A as it relates to the
AMR Investment Services Trust 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 5, 1997.
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. 22 to the
Registration Statement for the American AAdvantage Funds has been
signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William F. Quinn President and September 5, 1997
William F. Quinn Trustee
Alan D. Feld* Trustee September 5, 1997
Alan D. Feld
Ben J. Fortson* Trustee September 5, 1997
Ben J. Fortson
John S. Justin* Trustee September 5, 1997
John S. Justin
Stephen D. O'Sullivan* Trustee September 5, 1997
Stephen D. O'Sullivan
Roger T. Staubach* Trustee September 5, 1997
Roger T. Staubach
Dr. Kneeland Trustee September 5, 1997
Youngblood *
Dr. Kneeland
Youngblood
</TABLE>
*By /s/ William F. Quinn
William F. Quinn, Attorney-In-Fact
