ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
1. Name and address of issuer: AMERICAN AADVANTAGE MILEAGE FUNDS
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
2. Name of each series or class of funds for which this notice is filed:
American AAdvantage Balanced Mileage Fund
American AAdvantage Growth and Income Mileage Fund
American AAdvantage International Equity Mileage Fund
American AAdvantage Limited-Term Income Mileage Fund
American AAdvantage Money Market Mileage Fund
American AAdvantage Municipal Money Market Mileage Fund
American AAdvantage U.S. Treasury Money Market Mileage Fund
Platinum Class:
American AAdvantage Money Market Mileage Fund
3. Investment Company Act File Number: File No. 811-9018
Securities Act File Number: File No. 33-91058
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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:
N/A /_/
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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:
N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
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9. Number and aggregate sale price of securities sold during the fiscal
year:
306,404,181 shares at an aggregate sales price of $322,551,145
10. Number and aggregate sale price of securities sold during the fiscal
period in reliance upon registration pursuant to rule 24f-2:
306,404,181 shares at an aggregate sales price of $322,551,145
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):
5,717,008 shares at an aggregate sales price of $5,802,051
12. Calculation of filing fee:
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<CAPTION>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $322,551,145
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): +5,802,051
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -154,972,156
(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-
(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): 173,381,040
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$52,539.71
</TABLE>
<PAGE>
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).
/x/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 18, 1996
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
------------------------
William F. Quinn
President
Date: December 20, 1996
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W., Second Floor
Washington, D.C. 20036-1800
December 20, 1996
American AAdvantage Mileage Funds
4333 Amon Carter Boulevard
MD 76155
Fort Worth, Texas 76155
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
American AAdvantage Mileage Funds (the "Trust") is a business trust
organized under the laws of the Commonwealth of Massachusetts. We understand
that the Trust is about to file a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), for the purpose of
making definite the number of shares of beneficial interest ("Shares") that it
has registered under the Securities Act of 1933, as amended (the "1933 Act"),
and that it sold during its fiscal year ended October 31, 1996.
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 Amended and Restated Declaration of Trust
("Declaration of Trust") and By-Laws, as now in effect, and we generally are
familiar with its business affairs. Based on the foregoing, it is our opinion
that the Shares sold during the fiscal year ended October 31, 1996, the
registration of which will be made definite by the filing of a Rule 24f-2
Notice, were legally issued, fully paid and non-assessable. We express no
opinion as to compliance with the 1933 Act, the 1940 Act or applicable state
securities laws in connection with the sales of Shares.
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 the Trust to
indemnify and hold each shareholder harmless from Trust assets for all loss and
expense of any shareholder held personally liable for
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American AAdvantage Mileage Funds
December 20, 1996
Page 2
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.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
that you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm in the prospectuses filed as part of the
Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
-------------------------
Robert J. Zutz
