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July 7, 2000
American AAdvantage Funds
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
Ladies and Gentlemen:
You have requested our opinion as to certain matters regarding the
issuance by American AAdvantage Funds (the "Trust") of shares of beneficial
interest of the American AAdvantage Large Cap Growth Fund, American AAdvantage
Emerging Markets Fund, American AAdvantage Small Cap Index Fund and American
AAdvantage International Equity Index Fund in connection with the filing of
Post-Effective Amendment No. 32 to its Registration Statement on Form N-1A ("PEA
No. 32"). As used in this letter, the term "Shares" means: (1) the Institutional
Class shares of beneficial interest of the Large Cap Growth Fund, Emerging
Markets Fund, Small Cap Index Fund and International Equity Index Fund; and (2)
the AMR Class shares of the Small Cap Index Fund and International Equity Index
Fund.
As the Trust's counsel, we have examined certified or other copies,
believed by us to be genuine, of the Trust's Declaration of Trust and by-laws
and such resolutions and minutes of meetings of the Trust's Board of Trustees as
we have deemed relevant to our opinion, as set forth herein. Our opinion is
limited to the laws and facts in existence on the date hereof, and it is further
limited to the laws (other than the conflict of law rules) in the Commonwealth
of Massachusetts that in our experience are normally applicable to the issuance
of shares by unincorporated voluntary associations and to the Securities Act of
1933 ("1933 Act"), the Investment Company Act of 1940 ("1940 Act") and the
regulations of the Securities and Exchange Commission ("SEC") thereunder.
Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that, when sold
in accordance with the terms contemplated by the PEA No. 32, including receipt
by the Trust of full payment for the Shares and compliance with the 1933 Act and
the 1940 Act, the Shares will have been validly issued, fully paid and
non-assessable.
We note, however, that 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
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American AAdvantage Funds
July 7, 2000
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Declaration of Trust states that all persons extending credit to, contracting
with or having any claim against the Trust or the Trustees shall look only to
the assets of the Trust for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of their agents, whether
past, present or future, shall be personally liable therefor. It also requires
that every note, bond, contract or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust shall include a recitation
limiting the obligation represented thereby to the Trust and its assets. The
Declaration of Trust further provides: (1) for indemnification from the assets
of the Trust 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 (2) 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 or series would be unable to meet its
obligations.
We hereby consent to this opinion accompanying PEA No. 32 when it is
filed with the SEC and to the reference to our firm in PEA No. 32.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By
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Robert J. Zutz
