SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934.
Filed by the Registrant[x]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a
-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12
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AMERICAN AADVANTAGE FUNDS
AMERICAN AADVANTAGE MILEAGE FUNDS
--------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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AMERICAN AADVANTAGE FUNDS
American AAdvantage Balanced Fund
American AAdvantage Large Cap Value Fund
American AAdvantage Small Cap Value Fund
American AAdvantage International Equity Fund
AMERICAN AADVANTAGE MILEAGE FUNDS
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
4333 Amon Carter Boulevard, MD 5645
Fort Worth, Texas 76155
July 16, 1999
Dear Shareholder:
The American AAdvantage Funds and the American AAdvantage Mileage Funds
(the "Trusts") will hold a combined special meeting of shareholders on August 9,
1999 for shareholders of the Funds listed above (the "Funds"). At the meeting,
shareholders will be asked to vote on:
1. A proposal to change each Fund's current fundamental investment
restrictions to allow the purchase and sale of futures contracts and
options on futures contracts.
2. A proposal to change each Fund's current fundamental investment
restriction to allow it to borrow money from AMR Investment Services, Inc.
or any of its affiliates under certain limited circumstances.
None of the proposed changes will alter any Fund's current investment
objective. The enclosed Proxy Statement explains each proposal in detail. Please
read it carefully.
<PAGE>
VOTING PROCEDURES
The Funds currently operate under a master-feeder structure, pursuant to
which each of the operating Funds of the Trusts seeks its investment objective
by investing all of its investable assets in a corresponding portfolio of the
AMR Investment Services Trust ("AMR Trust") which has an identical investment
objective to the corresponding Fund. Interest holders of the AMR Trust will hold
a separate meeting to vote on the same matters described above as they relate to
the AMR Trust. Shareholders of each Fund will be asked to provide voting
instructions as to the AMR Trust meeting. The Funds will cast their votes in the
same proportion as the votes cast by the Funds' shareholders at the meeting.
CONCLUSION
We urge you to vote by telephone, Internet, or by completing and returning
the enclosed proxy card(s) promptly, even if you plan to be present at the
meeting. A postage-paid return envelope is enclosed, if you choose to mail your
card(s). Your prompt response will help eliminate the cost of further proxy
solicitations. Should you have any questions about the proposals, please do not
hesitate to contact us. We look forward to receiving your proxy.
Sincerely yours,
/s/ William F. Quinn
---------------------------------
William F. Quinn
President
American AAdvantage Funds
American AAdvantage Mileage Funds
<PAGE>
AMERICAN AADVANTAGE FUNDS
AMERICAN AADVANTAGE BALANCED FUND
AMERICAN AADVANTAGE LARGE CAP VALUE FUND
AMERICAN AADVANTAGE SMALL CAP VALUE FUND
AMERICAN AADVANTAGE INTERNATIONAL EQUITY FUND
AMERICAN AADVANTAGE MILEAGE FUNDS
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
4333 AMON CARTER BOULEVARD
FORT WORTH, TEXAS 76155
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NOTICE OF COMBINED SPECIAL MEETING
OF SHAREHOLDERS
TO BE HELD ON AUGUST 9, 1999
-------------------------------
TO THE SHAREHOLDERS:
Notice is hereby given that a combined special meeting of the American
AAdvantage Funds ("AAdvantage Trust") and the American AAdvantage Mileage Funds
("Mileage Trust") (collectively, the "Trusts") for the shareholders of the funds
listed above (the "Funds") will be held on MONDAY, AUGUST 9, 1999, AT 1:00 P.M.
CENTRAL TIME at the offices of AMR Investment Services, Inc. (the "Manager"),
4333 Amon Carter Boulevard, Fort Worth, Texas 76155, Room 6E1D-36, for the
purposes set forth below.
Under a master-feeder operating structure, each of the Funds seeks its
investment objective by investing all of its investable assets in a
corresponding portfolio ("Portfolio") of the AMR Investment Services Trust ("AMR
Trust"). As a result, you will be asked to vote twice on each of the following
proposals, once to approve that proposal on behalf of the AMR Trust portfolio(s)
and once to approve that proposal on behalf of the Fund(s) in which you are a
shareholder.
<PAGE>
(1) To authorize the Trusts, on behalf of the Funds, to vote at a meeting
of the AMR Trust:
a) To approve a change to the fundamental investment restrictions of
the Portfolios to allow the purchase and sale of futures
contracts and options on futures contracts;
b) To approve a change to the fundamental investment restrictions of
the Portfolios to allow the borrowing of money from the Manager
and any of its affiliates under certain limited circumstances.
(1) To approve a change to the fundamental investment restrictions of the
Funds to allow the purchase and sale of futures contracts and options
on futures contracts;
(2) To approve a change to the fundamental investment restrictions of the
Funds to allow the borrowing of money from the Manager and any of its
affiliates under certain limited circumstances;
(3) To transact such other business as may properly come before the meeting
or any adjournments thereof.
You will be entitled to vote at the meeting and any adjournments thereof
if you owned shares of the Funds at the close of business on July 7, 1999. If
you owned shares in more than one Trust or more than one Fund, you may receive
more than one proxy card. Please be certain to vote each proxy card you receive.
If you attend the meeting, you may vote your shares in person.
By order of the Board of Trustees,
ROBERT J. ZUTZ
SECRETARY
July 16, 1999
2
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- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
REGARDLESS OF HOW MANY SHARES YOU OWN
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
PROMPTLY VOTE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S). IF
YOU SIGN, DATE AND RETURN THE PROXY CARD(S) BUT GIVE NO VOTING INSTRUCTIONS,
YOUR SHARES WILL BE VOTED "FOR" ALL PROPOSALS NOTICED ABOVE. IN ORDER TO AVOID
ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION, MANAGEMENT REQUESTS
YOUR COOPERATION IN VOTING PROMPTLY. UNLESS PROXIES ARE SIGNED BY THE
APPROPRIATE PERSONS, THEY WILL NOT BE VOTED.
- --------------------------------------------------------------------------------
3
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10
AMERICAN AADVANTAGE FUNDS
AMERICAN AADVANTAGE MILEAGE FUNDS
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
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PROXY STATEMENT
Combined Special Meeting of Shareholders
To Be Held on August 9, 1999
-------------
This document is a Proxy Statement for the American AAdvantage Funds
("AAdvantage Trust") and the American AAdvantage Mileage Funds ("Mileage
Trust"). The AAdvantage Trust and the Mileage Trust each have ten separate
investment portfolios that are currently in operation. This Proxy Statement
pertains only to shareholders of the following investment portfolios (each a
"Fund" and collectively, the "Funds"):
AAdvantage Trust Fund Name Abbreviated Name
- -------------------------- ----------------
American AAdvantage Balanced Fund Balanced Fund
American AAdvantage Large Cap Value Fund Large Cap Value Fund
American AAdvantage Small Cap Value Fund Small Cap Value Fund
American AAdvantage International Equity Fund International Equity Fund
Mileage Trust Fund Name Abbreviated Name
- -------------------------- ----------------
American AAdvantage Balanced Mileage Fund Balanced Mileage Fund
American AAdvantage Large Cap Value Mileage Fund Large Cap Value Mileage Fund
American AAdvantage Small Cap Value Mileage Fund Small Cap Value Mileage Fund
American AAdvantage International Equity Mileage International Equity Mileage
Fund Fund
This Proxy Statement and the accompanying proxy card(s) will be mailed to
shareholders on or about July 16, 1999. This Proxy Statement is furnished in
connection with the solicitation of proxies made by, and on behalf of, the Board
of Trustees of the AAdvantage Trust and the Board of Trustees of the Mileage
Trust to be used at the Combined Special Meeting of Shareholders of the Funds
and at any adjournments thereof ("Meeting"), to be held at 1:00 p.m. Central
Time on Monday, August 9, 1999, at the offices of AMR Investment Services, Inc.
<PAGE>
(the "Manager"). The Manager serves as manager and administrator to the
AAdvantage Trust, Mileage Trust and AMR Investment Services Trust ("AMR Trust")
(collectively, the "Trusts"). SWS Financial Services, located at 7001 Preston
Road, Dallas, Texas 75205, serves as underwriter to the Trusts. The purpose of
the Meeting is set forth in the accompanying Notice.
The Funds currently seek their investment objectives by investing all of
their investable assets in corresponding portfolios ("Portfolios") of the AMR
Trust, which have investment objectives identical to their corresponding Funds.
At a meeting of interest holders of the Portfolios, each Fund will vote its
interest in its corresponding Portfolio of the AMR Trust in proportion to the
votes cast by that Fund's shareholders when a meeting of interest holders of a
Portfolio of the AMR Trust is called. Each Fund will vote shares for which it
receives no voting instructions in the same proportion as the shares for which
it does receive voting instructions. Because a Fund's votes are proportionate to
its percentage interest in its corresponding Portfolio of the AMR Trust, the
majority of a Portfolio's interest holders could approve an action against which
a majority of the voting securities of its corresponding Fund had voted.
The solicitation of proxies will be made by mail, but also may include
telephone or oral communications by employees of the Manager, who will not
receive any compensation from the Trusts for such solicitation. Boston Financial
Data Services, Inc. has been retained by the Manager for the purposes of
printing and mailing proxy materials to shareholders and tabulating voting
results at a cost of approximately $15,000. All expenses incurred in connection
with preparing these proxy materials will be borne pro rata by the AAdvantage
Trust, the Mileage Trust and the AMR Trust based upon relative net assets of
each applicable Fund.
A majority of each applicable Fund's shares of beneficial interest
outstanding on July 7, 1999 ("Record Date"), represented in person or by proxy,
constitutes a quorum, and a quorum must be present for the transaction of
business with respect to each proposal. If a quorum is present at the Meeting
but sufficient votes to approve any of the proposals are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. If a quorum is present, the persons named as proxies will
2
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vote those proxies that they are entitled to vote FOR any such proposal in favor
of such an adjournment, and will vote those proxies required to be voted AGAINST
any such proposal against such adjournment. A shareholder vote may be taken on
one or more of the proposals in this Proxy Statement prior to any such
adjournment if sufficient votes have been received and it is otherwise
appropriate.
Abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present but will not be voted FOR or
AGAINST any adjournment. Abstentions and broker non-votes will not be counted,
however, as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal. Accordingly, abstentions and broker
non-votes effectively will be a vote AGAINST adjournment or AGAINST the
proposals, for which the required vote is a majority of the outstanding voting
securities, as defined below.
The individuals named as proxies on the enclosed proxy card(s) will vote
in accordance with your directions as indicated thereon if your proxy vote is
received and has been properly executed. If your proxy vote is properly executed
and you give no voting instructions, your shares will be voted in favor of the
proposals described in this Proxy Statement. You may revoke your proxy card by
giving another proxy, by letter or telegram revoking your initial proxy if
received by that applicable Fund prior to the Meeting, or by appearing and
voting at the Meeting.
Each Fund of the AAdvantage Trust offers multiple classes of shares,
including the AMR Class, PlanAhead Class and Institutional Class. The Mileage
Trust Funds offer only one class of shares. Each share of each class is entitled
to one vote. None of the proposals in this Proxy Statement requires separate
voting by class. As of the Record Date, there were issued and outstanding the
following number of shares of each Fund:
Total Number Total Number
of Shares of Shares
AAdvantage Trust Outstanding Mileage Trust Outstanding
- ---------------- ----------- ------------- -----------
Balanced Fund 79,356,531 Balanced Mileage Fund 192,221
Large Cap Value Fund 83,264,635 Large Cap Value Mileage Fund 408,567
Small Cap Value Fund 3,344,775 Small Cap Value Mileage Fund 4,747
3
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International Equity 62,542,561 International Equity Mileage 297,064
Fund Fund
For a list of shareholders who owned of record five percent or more of the
shares of each Fund as of the Record Date, see Appendix A. To the knowledge of
the Manager, the executive officers and Trustees, as a group, owned less than
one percent of the outstanding shares of each Fund as of July 7, 1999.
Shareholders of record at the close of business on the Record Date will be
entitled to vote at the Meeting. Each full share of the Funds is entitled to one
vote and each fractional share is entitled to a proportionate share of one vote.
YOU MAY OBTAIN A COPY OF THE AADVANTAGE TRUST'S AND MILEAGE TRUST'S MOST RECENT
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS, FREE OF CHARGE, BY WRITING TO
THE MANAGER AT 4333 AMON CARTER BOULEVARD, MD 5645, FORT WORTH, TEXAS 76155, OR
BY CALLING 1-800-388-3344.
Approval of the proposals outlined below with respect to a Fund requires
the affirmative vote of the holders of a "majority of the outstanding voting
securities" of that Fund entitled to vote on the particular proposal, as such
term is defined in the Investment Company Act of 1940, as amended ("1940 Act").
For that purpose, a vote of the holders of a "majority of the outstanding voting
securities" of a Fund means the lesser of either (1) the vote of 67% or more of
the shares of such Fund present at the Meeting if the holders of more than 50%
of the outstanding Fund shares are present or represented by proxy, or (2) the
vote of the holders of more than 50% of the outstanding shares of such Fund.
Approval and implementation of the proposals is conditioned upon approval of the
proposals by shareholders of all of the Funds.
PROPOSALS 1(A) AND 2: APPROVAL TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTION
TO ALLOW THE PURCHASE AND SALE OF FUTURES CONTRACTS AND OPTIONS ON FUTURES
CONTRACTS
On May 18, 1999, the Boards of each Trust approved, subject to shareholder
approval, a change to the fundamental investment restriction of the Portfolios
and the Funds, which prohibits the purchase and sale of commodities and
4
<PAGE>
commodities contracts. Currently, this restriction provides that the Portfolios
and the Funds may not:
purchase or sell commodities (including direct interests and/or leases in
oil, gas or minerals) or commodities contracts, except with respect to
forward foreign currency exchange contracts, foreign currency futures
contracts and "when-issued" securities when consistent with the other
policies and limitations described in the Prospectuses.
The Manager recommends that this restriction be modified for the limited
purpose of allowing the Funds and the Portfolios to engage in the purchase and
sale of futures contracts and options on futures contracts.
This proposed change, along with the proposed change to the restriction
against borrowing set forth in Proposals 1(b) and 3, is part of the Manager's
attempt to ensure that the Funds have sufficient cash available to meet
redemption requests. Previously, the Manager has attempted to maintain as small
a portion of each Fund's assets in cash as possible in order to maintain maximum
exposure to the equity markets. Most Funds maintain a portion of their total
assets as cash reserves in order to satisfy day-to-day redemption requests. At
times, however, the Funds could be short on cash while awaiting settlement of
their securities trades (typically three business days for U.S. stocks).
Due to recent market volatility, the Manager believes that a greater
portion of each Fund's assets should be kept readily available to satisfy
redemption requests. Rather than leaving this cash uninvested in the equity
markets, the Manager proposes to invest a portion of each Fund's cash reserves
in stock index futures contracts. The performance of these securities generally
tracks the performance of the particular underlying index and generally have
same day or next day settlement, rather than the typical three business day
settlement of traditional U.S. equity securities. By allowing the Funds to
"equitize" at least a portion of their cash reserves through investments in
stock index futures contracts, the Manager believes the goal of having
sufficient cash on hand to meet redemptions will be satisfied without
sacrificing the pursuit of the Funds' investment objectives.
5
<PAGE>
Nevertheless, investments in stock index futures contracts entail certain
risks. Because a stock index is designed to reflect overall price trends in
certain markets for equity securities, changes in the market value of a
particular stock index futures contract reflect changes in the specified index
of equity securities on which the contract is based. If the index moves in an
unexpected manner, a Fund may not achieve the desired benefits of these futures
contracts or may realize losses and, thus, be in a worse position. In addition,
there are differences between the securities and futures markets that could
result in an imperfect correlation between the markets, causing a given
transaction not to achieve its objectives. A decision as to whether, when and
how to use futures contracts involves the exercise of skill and judgment, and
even a well-conceived transaction may be unsuccessful to some degree because of
market behavior. A purchase or sale of a futures contract may result in losses
in excess of the amount invested in the futures contract.
If this change is approved by shareholders, the modified fundamental
investment restriction would provide that the Portfolios and Funds may not:
purchase or sell commodities (including direct interests and/or leases in
oil, gas or minerals) or commodities contracts, except with respect to
forward foreign currency exchange contracts, foreign currency futures
contracts, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS and when-issued
securities when consistent with the other policies and limitations
described in the Prospectuses. (emphasis added)
Accordingly, the Boards believe that the proposed change to the
Portfolios' and Funds' fundamental investment restrictions to allow purchasing
or selling futures contracts and options on futures contracts is in the best
interest of the Funds and their shareholders.
Approval and implementation of Proposals 1(a) and 2 are conditioned on
receiving approval on a similar proposal from the interest holders of that
Fund's corresponding Portfolio of the AMR Trust. Such approval is required
because each Fund must have substantially the same investment restrictions as
its corresponding Portfolio. However, a Fund and its corresponding Portfolio may
implement Proposals 1(a) and 2 even though another Fund and its corresponding
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Portfolio does not receive approval from their shareholders and interest
holders. If approval is not received with respect to any Fund, that Fund's
current fundamental limitation will remain in effect.
EACH BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1(A) AND 2.
PROPOSALS 1(B) AND 3: APPROVAL TO CHANGE THE FUNDAMENTAL INVESTMENT RESTRICTIONS
TO ALLOW THE BORROWING OF MONEY FROM AMR INVESTMENT SERVICES, INC. AND ANY OF
ITS AFFILIATES UNDER CERTAIN LIMITED CIRCUMSTANCES
On May 18, 1999, the Boards of each Trust approved, subject to shareholder
approval, a change to each Fund's and each Portfolio's fundamental investment
restriction that prohibits the borrowing of money except under certain
circumstances. Currently, this restriction provides that no Portfolio or Fund
may:
borrow money, except from banks or through reverse repurchase agreements
for temporary purposes in an aggregate amount not to exceed 10% of the
value of its total assets at the time of borrowing.
The Manager proposes to modify this restriction to allow the Portfolios
and the Funds to borrow money from the Manager or its affiliates on a short-term
basis in the limited and temporary situations where cash is needed to meet
shareholder redemptions. THE FUNDS AND THE PORTFOLIOS WILL NOT ENGAGE IN
BORROWING FOR THE PURPOSE OF LEVERAGING THEIR INVESTMENTS.
As discussed above, the Funds normally have sufficient cash on hand to
satisfy all redemption requests. However, at times of unanticipated high levels
of redemption requests from shareholders, the Funds could experience a shortage
of cash while awaiting settlement of securities trades. Currently, the Funds'
only options in such a situation are to attempt to liquidate assets quickly or
borrow money from banks. These options each have disadvantages, however, because
7
<PAGE>
it may be difficult to liquidate assets at a favorable price during times of
market turmoil and it is generally more costly for the Funds to borrow money
from banks than from other sources.
To cover unexpected cash shortages while waiting for the proceeds of sales
of securities from a Fund's investment portfolio, the Manager proposes to modify
each Fund's and each Portfolio's fundamental investment restriction to give them
the ability to borrow money from the Manager or its affiliates on a short-term
basis. The Manager is willing to lend money to the Funds under these temporary
and unusual circumstances as a cost savings measure for the Funds. This is the
sole situation in which the Manager envisions that the Funds would seek to
borrow money from the Manager or its affiliates.
By dealing directly with the Manager or one of its affiliates, the Funds
likely would be able to borrow money under more favorable terms than from banks.
The overall cost for a loan likely would be less since the Manager or its
affiliates would not charge the Funds a fee for obtaining the loan. Further, the
Manager has agreed that the interest rate charged to the Funds for the loan will
not exceed the rates charged by typical banks at the time of the loan. The Board
approved this proposal, subject to shareholder approval, so long as the Funds
borrow money from the Manager or its affiliates on terms no less favorable than
those the Funds would receive from a bank.
In addition, the amount each Fund will be eligible to borrow from the
Manager and its affiliates will be limited to no more than 5% of the Fund's
total assets. This limitation is consistent with the provisions of the 1940 Act.
The 1940 Act generally allows funds to borrow money only from banks. However, a
fund may borrow money from other parties when the loan is for temporary purposes
only and in an amount not exceeding 5% of the fund's total assets at the time
the loan is made.
If the modification of this investment restriction is approved by
shareholders, the fundamental investment restriction would provide that no
Portfolio or Fund may:
borrow money, except that a Portfolio or Fund may, for temporary purposes,
engage in reverse repurchase agreements and borrow money FROM THE MANAGER,
8
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ANY OF ITS AFFILIATES or banks in an aggregate amount not to exceed 10% of
the value of the Portfolio or Fund's total assets at the time of
borrowing. (emphasis added)
Accordingly, the Boards believe that the proposed modification of each
Portfolio's and each Fund's fundamental investment restriction against borrowing
money is in the best interest of the Funds and their shareholders.
Approval and implementation of Proposals 1(b) and 3 for each Fund are
conditioned on receiving approval on a similar proposal from the interest
holders of that Fund's corresponding Portfolio of the AMR Trust. Such approval
is required because each Fund must have substantially the same investment
restrictions as its corresponding Portfolio. However, a Fund and its
corresponding Portfolio may implement Proposals 1(b) and 3 even though another
Fund and its corresponding Portfolio does not receive approval from their
shareholders and interest holders. If approval is not received with respect to
any Fund, that Fund's current fundamental limitation will remain in effect.
EACH BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1(B) AND 3.
SHAREHOLDER PROPOSALS
As a general matter, the AAdvantage Trust and the Mileage Trust do not
hold annual or other regular meetings of shareholders. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to their Fund at 4333
Amon Carter Boulevard, MD 5645, Fort Worth, Texas 76155. In addition, the
AAdvantage Trust and the Mileage Trust are required to convene a special
shareholders' meeting upon written request for such a meeting by their
respective shareholders owning at least ten percent of their outstanding shares.
9
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OTHER BUSINESS
Management knows of no business to be presented to the Meeting other than
the matters set forth in this Proxy Statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment and in the best interests of the Funds.
By order of the Board of Trustees,
ROBERT J. ZUTZ
Secretary
July 16, 1999
IT IS IMPORTANT THAT YOU VOTE PROMPTLY
ACCORDING TO THE INSTRUCTIONS ON THE
ENCLOSED PROXY CARD(S).
10
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APPENDIX A
The following chart is a list of those shareholders who, as of Record
Date, owned of record more than 5% of the shares of a Fund.
BALANCED FUND NUMBER OF SHARES % OF SHARES
- ------------- ---------------- -----------
AMR Corporation and subsidiary companies and 65,875,227 83.01%
Employee Benefit Trusts thereof
4333 Amon Carter Blvd.
Fort Worth, TX 76155
LARGE CAP VALUE FUND
- --------------------
AMR Corporation and subsidiary companies and 78,454,344 94.22%
Employee Benefit Trusts thereof
4333 Amon Carter Blvd.
Fort Worth, TX 76155
SMALL CAP VALUE FUND
- --------------------
AMR Corporation and subsidiary companies and 3,101,877 92.74%
Employee Benefit Trusts thereof
4333 Amon Carter Blvd.
Fort Worth, TX 76155
INTERNATIONAL EQUITY FUND
- -------------------------
AMR Corporation and subsidiary companies and 30,440,940 48.67%
Employee Benefit Trusts thereof
4333 Amon Carter Blvd.
Fort Worth, TX 76155
BALANCED MILEAGE FUND
- ---------------------
Maurice T. & Winifred A. Downing 11,053 5.75%
11 Beacon Street
Dumont, NJ 07628
SMALL CAP VALUE MILEAGE FUND
- ----------------------------
Peter Jeming 2,315 48.77%
5221 SW Jacobsen Road
Seattle, WA 98116
S. Lani-Grunow & J. Otto Grunow 1,326 27.94%
1125 Williamsburg Lane
Keller, TX 76248
Richard & Benita Chui 536 11.29%
2108 Cannes Drive
Carrollton, TX 75006
Michael & Ruth W. Barrasso 474 9.98%
10 S. Gillette Avenue
Bayport, NY 11705
INTERNATIONAL EQUITY MILEAGE FUND
- ---------------------------------
Ronald P. Soltman and Judith M. Cram 49,296 16.59%
6409 Westbourne Drive
Brentwood, TN 37027
Gregg Schneider Family Trust 18,012 6.06%
3434 Vantage Lane
Glenview, IL 60025
<PAGE>
APPENDIX B
AMERICAN AADVANTAGE FUNDS
American AAdvantage Balanced Fund
American AAdvantage Large Cap Value Fund
American AAdvantage Small Cap Value Fund
American AAdvantage International Equity Fund
Combined Special Meeting of Shareholders
August 9, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES.
The undersigned hereby appoints as proxies William F. Quinn, Barry Y. Greenberg
and Christina E. Frazier, each with the power of substitution, and hereby
authorizes each of them to represent and to vote, as designated on the reverse,
all the shares of each of the above-referenced funds ("Fund") held of record by
the undersigned on July 7, 1999, at the meeting of shareholders to be held on
August 9, 1999, or any adjournment thereof, with discretionary power to vote
upon such other business as may properly come before the meeting. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals.
The undersigned hereby acknowledges receipt of the Proxy Statement prepared on
behalf of the Board of Trustees with respect to the matters designated on the
reverse.
Vote by Mail
Please date and sign this proxy and return it in the enclosed postage-paid
envelope to Boston Financial Data Services, P.O. Box 9261, Boston, MA
02205-8524. Please indicate your vote by placing an "X" in the appropriate box
on the reverse side. Signature of all joint owners is required. Fiduciaries
please indicate your full title.
Vote by Telephone
Please follow the instructions on the reverse to vote your proxy by telephone.
Vote by Internet
Please follow the instructions on the reverse to vote your proxy through the
Internet.
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given the proxy holders to vote in accordance with the views of management
thereon. Management is not aware of any such matters at this time.
<PAGE>
AMERICAN AADVANTAGE FUNDS
CONTROL NUMBER:
RECORD DATE SHARES:
(1) To authorize the American AAdvantage Funds ("AAdvantage Trust"), on behalf
of the Funds, to vote at a meeting of the AMR Investment Services Trust ("AMR
Trust"):
(a) To approve a change to the fundamental investment restrictions of the
Portfolios to allow the purchase and sale of futures contracts and options on
futures contracts;
For Against Abstain
(b) To approve a change to the fundamental investment restrictions of the
Portfolios to allow the borrowing of money from the Manager and any of its
affiliates under certain limited circumstances.
For Against Abstain
(1) To approve a change to the fundamental investment restrictions of the Funds
to allow the purchase and sale of futures contracts and options on futures
contracts;
For Against Abstain
(2) To approve a change to the fundamental investment restrictions of the Funds
to allow the borrowing of money from the Manager and any of its affiliates under
certain limited circumstances.
For Against Abstain
Please be sure to sign your name(s) exactly as it appears on this Proxy.
Shareholder Co-owner Date
Vote by Telephone
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
<PAGE>
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683)
For shareholders residing outside the United States call collect on a touch-tone
phone 1-201-536-8073.
There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorder instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
Vote by Internet
It's fast, convenient, and your vote is immediately
confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the website
http://www.eproxyvote.com/aadbx.
3. Enter your Control Number located on your Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/aadbx anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
<PAGE>
APPENDIX C
AMERICAN AADVANTAGE MILEAGE FUNDS
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
Combined Special Meeting of Shareholders
August 9, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
The undersigned hereby appoints as proxies William F. Quinn, Barry Y. Greenberg
and Christina E. Frazier, each with the power of substitution, and hereby
authorizes each of them to represent and to vote, as designated on the reverse,
all the shares of each of the above-referenced funds ("Fund") held of record by
the undersigned on July 7, 1999, at the meeting of shareholders to be held on
August 9, 1999, or any adjournment thereof, with discretionary power to vote
upon such other business as may properly come before the meeting. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" all proposals.
The undersigned hereby acknowledges receipt of the Proxy Statement prepared on
behalf of the Board of Trustees with respect to the matters designated on the
reverse.
Vote by Mail
Please date and sign this proxy and return it in the enclosed postage-paid
envelope to Boston Financial Data Services, P.O. Box 9261, Boston, MA
02205-8524. Please indicate your vote by placing an "X" in the appropriate box
on the reverse side. Signature of all joint owners is required. Fiduciaries
please indicate your full title.
Vote by Telephone
Please follow the instructions on the reverse to vote your proxy by telephone.
Vote by Internet
Please follow the instructions on the reverse to vote your proxy through
the Internet.
If any other matters properly come before the meeting about which the proxy
holders were not aware prior to the time of the solicitation, authorization is
given the proxy holders to vote in accordance with the views of management
thereon. Management is not aware of any such matters at this time.
<PAGE>
AMERICAN AADVANTAGE MILEAGE FUNDS
CONTROL NUMBER:
RECORD DATE SHARES:
(1) To authorize the American AAdvantage Mileage Funds ("Mileage Trust"), on
behalf of the Funds, to vote at a meeting of the AMR Investment Services Trust
("AMR Trust"):
(a) To approve a change to the fundamental investment restrictions of the
Portfolios to allow the purchase and sale of futures contracts and options on
futures contracts;
For Against Abstain
(b) To approve a change to the fundamental investment restrictions of the
Portfolios to allow the borrowing of money from the Manager and any of its
affiliates under certain limited circumstances.
For Against Abstain
(1) To approve a change to the fundamental investment restrictions of the Funds
to allow the purchase and sale of futures contracts and options on futures
contracts;
For Against Abstain
(2) To approve a change to the fundamental investment restrictions of the Funds
to allow the borrowing of money from the Manager and any of its affiliates
under certain limited circumstances.
For Against Abstain
Please be sure to sign your name(s) exactly as it appears on this Proxy.
Shareholder Co-owner Date
Vote by Telephone
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
<PAGE>
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683)
For shareholders residing outside the United States call collect on a touch-tone
phone 1-201-536-8073. There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorder instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
Vote by Internet
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the website
http://www.eproxyvote.com/aabmx.
3. Enter your Control Number located on your Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/aabmx anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
